What changed in this filing

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Item 1A. Risk Factors

2023-06-15 compared with 2022-04-01 · 2184 added, 2076 removed, 99 unchanged (98% of the section changed)

Risk Factors.

We have identified the following

risks and uncertainties that may have a material adverse effect on our business, financial condition, results of operations or reputation.

have identified the following risks and uncertainties that may have a material adverse effect on our business, financial condition, results

of operations or reputation.

The risks described below are not the only risks we face.

Additional risks not presently known to us or that we currently believe are

not material may also significantly affect our business, financial condition, results of operations or reputation.

Our business could

be harmed by any of these risks.

The risk factors described below should be read together with the other information set forth in this

Annual Report, including our consolidated financial statements and the related notes, as well as in other documents that we file with

Risks Related to Our Business

Business, Market & Economic Risks

Competition within the global entertainment

and gaming industries is intense and if we fail to compete effectively, our existing and potential users may be attracted to our competitors

or to competing forms of entertainment including those on mobile devices and web applications, such as streaming, online gaming, esports,

and online sports betting.

If our offerings do not continue to be popular, we could experience price reductions, reduced margins, loss

of market share, and our business, financial condition, and results of operations could be harmed.

We operate in the global entertainment

and gaming industries with our B2C Platform and WinTogether offerings.

Our users have a vast array of entertainment choices, including

television, movies, sporting events, in-person lottery gaming, real money gaming, and sports betting, all of which are more established

and may be perceived by our users to offer greater variety, affordability, interactivity, and enjoyment than our offerings.

with these and other forms of entertainment for our users’ discretionary time and income.

If we are unable to sustain sufficient

interest in our product offerings in comparison to other forms of entertainment, including new and emerging forms of entertainment available

on mobile devices and web applications, such as streaming, online gaming, esports, and online sports betting, our business model may not

continue to be viable.

In addition, the specific

industries in which we operate are characterized by dynamic consumer demand and technological advances, and there is intense competition

amongst providers to the lottery, online gaming, sports betting, sweepstakes and promotions industries.

Specifically, a number of established,

well-financed third-party lottery application companies, online gaming providers, sports betting, and interactive entertainment companies

compete with our offerings, and other well-capitalized companies may introduce competitive services that achieve greater market acceptance.

Such competitors may spend more money and time on developing and testing products, services, and systems, undertake more extensive marketing

campaigns, adopt more aggressive pricing or promotional policies, or otherwise develop more commercially successful products, services,

or systems than ours, which could negatively impact our business.

Furthermore, new competitors may enter the mobile lottery industry,

and government lottery operators may introduce forms of Online Lottery gaming that compete with our services.

There has also been, and

continues to be, considerable consolidation among competitors in the entertainment, gaming, and lottery industries, and such consolidation,

and future consolidation, could result in the formation of larger competitors with increased financial resources and altered cost structures,

which may enable them to offer more competitive products, gain a larger market share, expand offerings, and broaden their geographic scope

of operations.

If we are not able to maintain or improve our market share, or if our offerings do not continue to be popular, or if we

are not able to continue to provide competitive products, our business, financial condition, and results of operations could be harmed.

Economic downturns, inflation, and political

and market conditions beyond our control could adversely affect our business, financial condition, and results of operations.

Our financial performance

is subject to U.S.

and global economic conditions and their impact on levels of spending by users and customers of our Platform and

acquirers of our Data Service.

Economic recessions, or other economic conditions such as inflation, have had, and may continue to have,

far reaching adverse consequences across many industries, including the global entertainment, lottery, sweepstakes and promotions, and

gaming industries, which may adversely affect our business, financial condition, and results of operations.

Tepid growth was experienced

and globally following the financial crisis in 2008 through 2009, and there appears to be an increasing risk of a recession

or inflationary economic impacts due to international trade and monetary policy, the global COVID-19 pandemic, acts or threats of acts

of war, and other economic changes.

If the national and international economic recovery slows or stalls, these economies experience another

recession, or any of the relevant regional or local economies suffers a downturn, or if inflationary effects accelerate, we may experience

a material adverse effect on our business, financial condition, or results of operations.

In addition, changes in general

market, economic, and political conditions in domestic and foreign economies or financial markets, including those resulting from, for

the COVID-19 pandemic;

potential future government shutdowns or restrictions;

geopolitical challenges, including global security

concerns and the possibility of retaliatory actions or various measures taken in response to Russia’s recent invasion of Ukraine;

financial and credit market fluctuations or the unavailability of credit;

and fluctuation in stock markets resulting from, among other

things, trends in the economy as a whole, may reduce users’, customers’, or subscribers’ disposable income and corporate

Any one of these changes could have a material adverse effect on our business, financial condition, or results of operations.

Reductions in discretionary consumer spending

could have an adverse effect on our business, financial condition, and results of operations.

Our business is particularly

sensitive to reductions from time to time in discretionary consumer spending.

Demand for entertainment and leisure activities, including

lottery play and entry into sweepstakes, can be affected by changes in the economy and consumer tastes, both of which are difficult to

predict and beyond our control.

Unfavorable changes in general economic conditions, including recessions, economic slowdowns, sustained

high levels of unemployment, and rising prices and inflation, or the perception by consumers of weak or weakening economic conditions,

may reduce our users’ disposable income or result in fewer individuals engaging in entertainment and leisure activities, such as

purchasing lottery games through remote channels and participating in online sweepstakes.

For example, the outbreak of COVID-19 has negatively

affected and may continue to negatively impact economic conditions in the jurisdictions where we operate.

Several factors relating to

this economic downturn, including reductions in discretionary income due to changes in employment conditions, as well as customer preferences

regarding discretionary spending habits, have caused and will likely continue to cause a reduction in consumer spending.

fewer individuals may engage in gaming and lottery activities.

The ultimate duration of the COVID-19 pandemic, including current and any

new variants that develop and spread, is uncertain at this time, and therefore we cannot predict the full impact that it may have on our

markets and our operations.

The effect of a decrease in consumer spending on entertainment and leisure activities due to unfavorable market

conditions could reduce the Company’s cash flows and revenues, and therefore have a material and adverse impact on our results of

As a result, we cannot ensure that demand for our offerings will remain constant or achieve our anticipated growth.

Adverse developments affecting

economies throughout the world, including a general tightening of availability of credit, decreased liquidity in certain financial markets,

increased interest rates, foreign exchange fluctuations, increased energy costs, acts or perceived threats of war or terrorism, transportation

disruptions, natural disasters, declining consumer confidence, sustained high levels of unemployment, or significant declines in stock

markets, natural disasters, as well as concerns regarding pandemics, epidemics, and the spread of contagious diseases, could lead to a

further reduction in discretionary spending on entertainment and leisure activities, such as lottery play and participation in sweepstakes.

Any significant or prolonged decrease in consumer spending on entertainment or leisure activities could adversely affect the demand for

our offerings, reducing our cash flows and revenues, and thereby materially harming our business, financial condition, and results of

Negative events or negative media coverage

relating to, or a declining popularity of, the lottery or lottery games in general, or other negative coverage relating to lottery, forms

of online gaming or betting, or the gaming industry, may adversely impact our ability to retain or attract users, which could have an

adverse impact on our business, financial condition, and results of operations.

Public opinion can significantly

influence our business.

Unfavorable publicity regarding, for example, us, our technology, our implementation of upgrades and changes to

our technology, the quality of our Platform and its interfaces, our product offerings, our other services and systems, actual or threatened

litigation or regulatory activity, the actions of third parties with whom we have relationships, or the conduct of the lottery authorities

and the products they offer, including declining popularity of a particular lottery game or lottery games in general, could seriously

harm our reputation.

In addition, a negative shift in the perception of lottery games by the public or by politicians, lobbyists, or others

could affect future legislation regarding the mobile purchase of lottery games from third-party providers, including with respect to the

regulation or licensure of couriers, or with respect to the legalization of Online Lottery, either of which may impact our operations.

Negative public perception could also lead to new restrictions on or to the prohibition of mobile lottery play in jurisdictions in which

we currently operate.

Such negative publicity could also adversely affect the size, demographics, engagement, and loyalty of our new players

and established user base, and it could result in decreased revenue or slower user growth rates, which could seriously harm our business,

financial condition, and results of operations.

Our growth will depend on our ability to

attract players and retain users, and the loss of our users, failure to attract new users in a cost-effective manner, or failure to effectively

manage our growth could adversely affect our business, financial condition, and results of operations.

Our ability to achieve growth

in revenue in the future will depend, in large part, upon our ability to attract new players to our offerings, retain existing users of

our offerings, and reactivate users in a cost-effective manner.

Achieving growth in our community of users may require us to increasingly

engage in sophisticated and costly sales and marketing efforts, which may not make sense in terms of return on investment.

and expect to continue to use a variety of free and paid marketing channels, in combination with the promotional activity of in-state

and multi-state issued lottery games, to achieve our objectives.

In addition, we expect to organically attract players to our B2C Platform

through our WinTogether promotions.

For paid marketing, we intend to leverage a broad array of advertising channels, which may include

a combination of radio and social media platforms, such as Facebook, Instagram, and Twitter, affiliate marketing, paid and organic search

engines, and other digital channels, such as mobile display.

If the search engines on which we rely modify their algorithms, change their

terms around gaming and lottery, or if the prices at which we may purchase listings increase, then our costs could increase, and fewer

users may click through to our websites or download our application.

If links to our websites or application are not displayed prominently

in online search results, if fewer users click through to our websites or application, if our other digital marketing campaigns are not

effective, or if the costs of attracting users using any of our current methods significantly increase, then our ability to efficiently

attract new users could be reduced, our revenue could decline, and our business, financial condition, and results of operations could

In addition, our ability to

increase the number of users of our offerings will depend on continued user adoption of playing lottery games remotely via a third-party

Growth in the mobile and online lottery industry and the level of demand for and market acceptance of our product offerings

will be subject to a high degree of uncertainty.

We cannot assure that player adoption of our product offerings will continue or exceed

current growth rates, or that the industry will achieve more widespread acceptance.

Additionally, as technological

or regulatory standards change and we modify our offerings to comply with those standards, we may need users to take certain actions to

continue playing, such as performing age verification and location checks or accepting new terms and conditions, including those regarding

responsible gaming.

Users may stop using our offerings at any time, including if the quality of the user experience or our support capabilities

in the event of a user concern, does not meet their expectations or keep pace with the quality of the customer experience generally offered

by competitive offerings.

Additional risks not presently known to us or

that we currently believe are not material may also significantly affect our business, financial condition, results of operations or

Our business could be harmed by any of these risks.

The risk factors described below should be read together with the other

information set forth in this Report, including our consolidated financial statements and the related notes, as well as in other documents

that we file with the SEC.

Relating to the Internal Investigation, Restatement of our Consolidated Financial Statements, Our Ability to Continue as a Going Concern,

Our Internal Controls and Related Matters

findings of the previously disclosed Internal Investigation and other matters have exposed us to a number of legal proceedings, investigations

and inquiries, resulted in significant legal and other expenses, required significant time and attention from our senior management,

among other adverse impacts.

previously disclosed in the Company’s Current Reports on Form 8-K, initially filed with the SEC on July 6, 2022 and July 22, 2022,

the Board retained outside counsel to conduct the Internal Investigation that revealed instances of non-compliance with state and federal

laws concerning the state in which tickets are procured as well as order fulfillment, and issues pertaining to the Company’s internal

accounting controls.

Certain of these issues contributed to the Company’s auditors’ determination that the Company’s

audited financial statements for the year ended December 31, 2021 and the unaudited financial statement for the quarter ended March 31,

2022, should no longer be relied upon and required restatement.

issues have had and could continue to have material adverse impacts on us.

We and certain of our former officers are the subject of a

number of legal proceedings, investigations and inquiries with respect to these issues and have been named as a defendant in a number

of lawsuits, including class action lawsuits.

We incurred significant costs in connection with the Internal Investigation, including

legal expenses and cost associated with the restatement and adjustment of our financial statements.

We may also incur material costs

associated with our indemnification arrangements with our current and former directors and certain of our officers, as well as other

Moreover, an unfavorable outcome in any of these matters could result in significant damages, additional penalties or other

remedies imposed against us, and/or our current or former directors or officers, which could harm our reputation, business, financial

condition, results of operations or cash flows.

In addition, an unfavorable outcome in any of these matters could exceed coverage provided,

if any, under potentially applicable insurance policies, which is limited.

For example, we currently do not have an effective director

and officer liability insurance policy in place for our current officers and directors, and may not have the financial resources or otherwise

be able to obtain a director and officer liability insurance at reasonable cost or terms in the future.

These issues have also led to

material adverse impacts on our operations, including the Operational Cessation, our reputation and our relationships with business partners,

as well as material adverse impacts on our financial position, including incurred costs and expenses and our ability to raise new capital

in the future.

Further, our senior management team devoted significant time to facilitate the Internal Investigation and is expected

to continue to devote significant time and efforts to address the impacts associated with or arising from the Internal Investigation.

cannot predict all impacts on us in connection with or arising from any of the foregoing.

Any unknown or new risks might result in a

material adverse effect on us.

and certain of our former officers are, and in the future, we or our officers and directors may become, the subject of legal proceedings,

investigations and inquiries by governmental agencies with respect to the findings of the Internal Investigation and other matters, which

could have a material adverse effect on our reputation, business, financial condition, cash flows and results of operations, and could

result in additional claims and material liabilities.

of our former officers are currently the subject of investigations and inquiries by the SEC and the U.S.

Department of Justice (the “DOJ”)

relating to the findings of the Internal Investigation and other matters, and we are cooperating fully with such investigations and inquiries.

In the future, we or our officers and directors may become the subject of legal proceedings, investigations and inquiries by governmental

agencies in various jurisdictions relating to the findings of Internal Investigation and other matters.

investigations and inquiries and any other similar or related future legal proceedings, investigations or inquiries are subject to inherent

uncertainties, and the actual costs to be incurred relating to these matters will depend upon many unknown factors.

We are unable to

predict the outcome of these legal proceedings, investigations and inquiries, and we could be forced to expend significant resources

in the defense of these actions, and we may not prevail.

Cooperating with as well as monitoring and defending against the legal actions

is time-consuming for management and detracts from their ability to fully focus our internal resources on continuing to restart our business

operations, which could result in delays in our anticipated recommencement plan.

In addition, we have already incurred and may continue

to incur substantial legal fees and costs in connection with these matters.

We are also generally obligated, to the extent permitted

by law, to indemnify our current and former directors and officers who are named in these and similar actions and do not have an effective

director and officer liability insurance policy in place for our current officers and directors.

We are not currently able to estimate

the possible cost to us from these matters, as we cannot be certain how long they may take to resolve or the possible amount of any civil

penalties or damages, if any, that we may be required to pay.

It is possible that we could, in the future, incur judgments or enter into

settlements of claims for monetary damages.

Decisions adverse to our interests in these actions could result in damages, fines, penalties,

consent orders or other administrative sanctions against the Company and/or our officers, or in changes to our business practices, among

others, any of which could have a material adverse effect on our cash flow, results of operations and financial position.

publicity surrounding any such proceeding, investigation or inquiry or any enforcement action as a result thereof, even if ultimately

resolved favorably for us, coupled with the intensified public scrutiny of our Company and certain of its practices, could result in

additional investigations and legal proceedings.

As a result, such proceedings, investigations and inquiries could have a material adverse

effect on our reputation, business, financial condition, including our ability to raise new capital, cash flows and results of operations

and could cause our securities to decline in value or become worthless.

have been named as a defendant in a number of lawsuits filed by purchasers of our securities, including class action lawsuits that could

have a material adverse impact on our business, financial condition, results of operation and cash flows, and our reputation.

have been named as a defendant in a number of lawsuits filed by purchasers of our securities, including class action lawsuits and will

have to defend against such suits, including any appeals of such suits should our initial defenses be unsuccessful.

We are currently

unable to estimate the possible loss or possible range of loss, if any, associated with the resolution of these suits.

In the event that

our initial defenses of these suits are unsuccessful, there can be no assurance that we will prevail in any appeal.

cannot predict the outcome of these lawsuits.

The matters that led to our Internal Investigation and our financial restatement have exposed

us to increased risks of litigation, regulatory proceedings and government enforcement actions.

We and our current and former directors

and officers may, in the future, be subject to additional litigation relating to such matters.

Subject to certain limitations, we are

obligated to indemnify our current and former directors and officers in connection with such lawsuits and any related litigation or settlements

Regardless of the outcome, these lawsuits, and any other litigation that may be brought against us or our current or former

directors and officers, could be time-consuming, result in significant expense and divert the attention and resources of our management

and other key employees.

An unfavorable outcome in any of these matters could result in significant damages, additional penalties or

other remedies imposed against us, our current or former directors or officers, which could harm our reputation, business, financial

condition, results of operations or cash flows.

In addition, an unfavorable outcome in any of these matters could exceed coverage provided,

if any, under potentially applicable insurance policies, which is limited.

Following disclosure of the results of our Internal Investigation,

we have had difficulties in obtaining desirable insurance coverage, or any insurance coverage, regarding legal proceedings, investigations

and inquiries, and we cannot assure you with any certainty that we will be able to obtain such coverage in the future.

relating to or arising from the restatement and the Internal Investigation, including adverse publicity and potential concerns from our

users, customers or others with whom we do business, have had and could continue to have an adverse effect on our business and financial

have been and could continue to be the subject of negative publicity focusing on the Internal Investigation and the restatement and adjustment

of our financial statements, and we may be adversely impacted by negative reactions from our users, customers or others with whom we

Concerns include the perception of the effort required to address our accounting and control environment, and the ability

for us to be a long-term provider to our customers.

Continued adverse publicity and potential concerns from our customers and business

partners or others could harm our business and have an adverse effect on our financial condition.

July 2022, we furloughed the majority of our employees and suspended our lottery game sales operations after determining that we did

not have sufficient financial resources to fund our operations or pay certain existing obligations, including our payroll and related

As a result, we may not be able to continue as a going concern.

July 2022, we furloughed the majority of our employees and ceased our operations after determining that we did not have sufficient financial

resources to fund our operations or pay certain existing obligations, including our payroll and related obligations.

As of December 31,

2022, the Company owed approximately $1.6 million in outstanding payroll obligations, which amounts remain unpaid.

Since our business

is largely dependent on the efforts and talents of our employees, particularly our developers and engineers, and the provision of ongoing

services to customers by our employees, the loss of these employees has and may continue to result in the inability of the Company to

operate its business and technology, meet its obligations to customers, maintain key customer relationships and revenue, and fulfill

its contractual obligations.

order for the Company to restart its operations, it must raise sufficient capital to re-hire employees.

Qualified employees may not be

available for hire, and/or may require salaries or benefits in excess of what we paid persons in similar positions previously, due to

among other things, our need to hire such persons away from their current jobs and the negative impact that the furlough has had on our

we are not able to restart our operations, hire new employees, and obtain funding sufficient to support and restart our operations, we

may be forced to permanently cease our operations, sell off our assets and operations, and/or seek bankruptcy protection, which could

cause the value of our securities to become worthless.

conditions, along with our current lack of material revenue producing activities, and significant debt, raise substantial doubt about

our ability to continue as a going concern for the next 12 months.

The accompanying financial statements have been prepared in accordance

with accounting principles generally accepted in the United States of America on a going concern basis, which contemplates the realization

of assets and the satisfaction of liabilities in the normal course of business.

Accordingly, the financial statements do not include

any adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should we be unable

to continue as a going concern.

The financial statements included herein also include a going concern footnote.

need additional capital to, among other things, support and restart our operations, re-hire employees and pay our expenses.

may not be available on commercially acceptable terms, if at all.

If we do not receive the additional capital, we may be forced to curtail

or abandon our plans to recommence our operations and we may need to permanently cease our operations.

need to raise capital to, among other things, support and restart our operations, re-hire employees and pay our expenses.

The most likely

source of future funds presently available to us will be through future borrowings under the Loan Agreement or through the sale of equity

We may have difficulty obtaining additional funding, and we may have to accept terms that would adversely affect our stockholders.

For example, the terms of any future financings, similar to the Loan Agreement, may impose restrictions on the manner in which we conduct

our business, including our ability to pay dividends.

Additionally, lending institutions or private investors may impose restrictions

on a future decision by us to make capital expenditures, acquisitions or significant asset sales.

Obtaining additional financing involves

certain risks, including:

additional equity or debt

financing may not be available to us on satisfactory terms, if at all;

if we raise additional

funds by issuing equity, equity-linked securities or debt securities, those securities may have rights, preferences or privileges

senior to the rights of our currently issued and outstanding equity or debt, and our existing stockholders may experience dilution;

loans or other debt instruments

may have terms and/or conditions, such as interest rate, restrictive covenants and control or revocation provisions, which are not

acceptable to management or our Board;

we may not have sufficient

funds to repay our debt, which could lead us to default on our obligations;

the current environment

in capital markets combined with our capital constraints may prevent us from being able to obtain adequate debt financing.

Woodford does not advance us amounts owed under the Loan Agreement and/or we are unable to raise additional funds, we may not be able

to raise enough capital to recommence our operations and run our business.

Consequently, we may be forced to curtail or even abandon

our plan to recommence our operations and we may need to permanently cease our operations.

Further, the operating

relationship between the Company and some of its partners, such as the minority owners of Aganar and JuegaLotto, may be negatively impacted

by the Company’s lack of liquidity.

If these relationships were to become strained or be terminated entirely, it could have a material

adverse effect on our reputation, business, financial condition, including our ability to raise new capital, cash flows and results of

we fail to implement and maintain an effective system of internal controls, we may be unable to accurately report our results of operations,

meet our reporting obligations or prevent fraud, and investor confidence and the trading price of our common stock and warrants may be

materially and adversely affected.

connection with the audit of our consolidated financial statements as of and for the year ended December 31, 2021, we and our

independent registered public accounting firm identified certain material weaknesses in our internal control over financial

reporting as of December 31, 2021.

Such material weaknesses have not been remediated as of December 31, 2022.

As defined in the

standards established by the U.S.

Public Company Accounting Oversight Board, or PCAOB, a “material weakness” is a

deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable

possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely

material weaknesses as of December 31, 2022 and 2021 identified include:

Lack of sufficient number

of personnel with an appropriate level of knowledge and experience in accounting for complex or non-routine transactions;

The fact that our policies

and procedures with respect to the review, supervision and monitoring of our accounting and reporting functions were either not designed

and in place or not operating effectively;

Deficiencies in the design

and operations of the procedures relating to the timely closing of financial books at the quarter and fiscal year end;

Incomplete segregation

of duties in certain types of transactions and processes.

a result of the material weaknesses, management has concluded that our internal control over financial reporting was ineffective as of

December 31, 2022 and 2021.

intend to implement measures to remediate the identified material weaknesses.

Despite these efforts, no assurance can be provided that

such remedial measures will be successful in fully resolving the deficiencies in our internal controls, including those identified by

the Internal Investigation, will insulate us from the consequences of past disclosure inaccuracies, or will be successful in preventing

inaccurate disclosures in the future.

The Company also cannot predict whether, or to what extent, such remedial actions will impact its

operations or financial results.

See “ Item 9A.

Controls and Procedures- Material Weaknesses in Internal Control Over Financial

there can be no guarantee that the Internal Investigation and subsequent inquiries revealed all instances of inaccurate disclosure or

other deficiencies, or that other existing or past inaccuracies or deficiencies will not be revealed in the future.

Our failure to correct

these deficiencies or our failure to discover and address any other deficiencies could result in inaccuracies in our financial statements

and could also impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely

As a result, our business, financial condition, results of operations and prospects, as well as the trading price of our shares

of common stock and warrants, may be materially adversely affected.

addition, these deficiencies could cause investors to lose confidence in our reported financial information, limiting our access to capital

markets, adversely affecting our operating results and leading to declines in the trading price of our shares of common stock and warrants.

Additionally, ineffective internal controls could expose us to increased risks of fraud or misappropriation of corporate assets and subject

us to further litigation and/or regulatory investigations and civil or criminal sanctions.

We could also be required to further restate

our historical financial statements.

a public company, we are subject to the Sarbanes-Oxley Act of 2002.

Section 404 of the Sarbanes-Oxley Act, or Section 404, requires that

we include a report from management on the effectiveness of our internal control over financial reporting in our Annual Reports on Form

10-K and Quarterly Reports on Form 10-Q.

In addition, once we become an “accelerated filer” and cease to be a “smaller

reporting company” as such terms are defined in the JOBS Act, our independent registered public accounting firm must attest to

and report on the effectiveness of our internal control over financial reporting.

Moreover, even if our management concludes that our

internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent

testing, may issue an adverse opinion on the effectiveness of internal control over financial reporting because of the existence of a

material weakness if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated

or reviewed, or if it interprets the relevant requirements differently from us.

In addition, as a public company, our reporting obligations

may place a significant strain on our management, operational and financial resources and systems for the foreseeable future.

be unable to timely complete our evaluation testing and any required remediation.

the course of documenting and testing our internal control procedures, in order to satisfy the requirements of Section 404, we may identify

other weaknesses and deficiencies in our internal control over financial reporting.

If we fail to maintain the adequacy of our internal

control over financial reporting, as these standards are modified, supplemented or amended from time to time, we may not be able to conclude

on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404.

Generally speaking,

if we fail to achieve and maintain an effective internal control environment, it could result in future material misstatements in our

financial statements and could also impair our ability to comply with applicable financial reporting requirements and related regulatory

filings on a timely basis.

As a result, our businesses, financial condition, results of operations and prospects, as well as the trading

price of our shares of common stock and warrants, may be materially and adversely affected.

circumstances that led to the failure to file our annual report and quarterly reports on time, and our efforts to investigate, assess

and remediate those matters have caused and may continue to cause substantial delays in our SEC filings.

ability to resume a timely filing schedule with respect to our SEC reporting is subject to a number of contingencies, including whether

and how quickly we are able to effectively remediate the identified material weaknesses in our internal control over financial reporting.

Our filing of our quarterly reports and annual report has been delayed and we cannot assure you we will be able to timely make our future

cases where we delay our filings, investors will need to evaluate certain decisions with respect to our shares of common stock and warrants

in light of our lack of current financial information.

Accordingly, any investment in our shares and/or warrants may involve a greater

degree of risk than other companies who are current on their public filings.

Our lack of current public information may have an adverse

impact on investor confidence, which could lead to a reduction in our stock price or restrictions on our abilities to obtain financing

in the public market, among others.

Market & Economic Risks

within the global entertainment and gaming industries is intense and if we fail to compete effectively, our users may be attracted to

our competitors or to competing forms of entertainment including those on mobile devices and web applications, such as streaming, online

gaming, esports, and online sports betting.

If our offerings are not popular, we could experience price reductions, reduced margins,

loss of market share, and our business, financial condition, and results of operations could be harmed.

users have a vast array of entertainment choices, including television, movies, sporting events, in-person lottery gaming, real money

gaming, and sports betting, all of which are more established and may be perceived by our users to offer greater variety, affordability,

interactivity, and enjoyment than our offerings.

We compete with these and other forms of entertainment for our users’ discretionary

time and income.

If we are unable to sustain sufficient interest in our product offerings in comparison to other forms of entertainment,

including new and emerging forms of entertainment available on mobile devices and web applications, such as streaming, online gaming,

esports, and online sports betting, our business model may not continue to be viable.

addition, the specific industries in which we have historically operated are characterized by dynamic consumer demand and technological

advances, and there is intense competition amongst providers to the lottery, online gaming, sports betting, and promotions industries.

Specifically, a number of established, well-financed third-party lottery application companies, online gaming providers, sports betting,

and interactive entertainment companies have competed with our offerings, and other well-capitalized companies may introduce competitive

services that achieve greater market acceptance.

Such competitors may spend more money and time on developing and testing products, services,

and systems, undertake more extensive marketing campaigns, adopt more aggressive pricing or promotional policies, or otherwise develop

more commercially successful products, services, or systems than we are able, which could negatively impact our business.

new competitors may enter the mobile lottery industry, and government lottery operators may introduce forms of online lottery gaming

that compete with our services.

There has also been, and continues to be, considerable consolidation among competitors in the entertainment,

gaming, and lottery industries, and such consolidation, and future consolidation, could result in the formation of larger competitors

with increased financial resources and altered cost structures, which may enable them to offer more competitive products, gain a larger

market share, expand offerings, and broaden their geographic scope of operations.

If we are not able to achieve some market share, if

our offerings are not popular, or if we are not able to provide competitive products, our business, financial condition, and results

of operations could be harmed.

downturns, inflation, and political and market conditions beyond our control could adversely affect our business, financial condition,

and results of operations.

financial performance is subject to U.S.

and global economic conditions and their impact on levels of spending by potential users and

customers of our Platform and acquirers of our Data Service.

Economic recessions, or other economic conditions such as rising inflation

and interest rates, have had, and may continue to have, far reaching adverse consequences across many industries, including the global

entertainment, lottery, sweepstakes and promotions, and gaming industries, which may adversely affect our business, financial condition,

and results of operations.

Tepid growth was experienced in the U.S.

and globally following the financial crisis in 2008 through 2009,

and there appears to be an increasing risk of a recession or inflationary economic impacts due to international trade and monetary policy,

rising interest rates and inflation, and acts or threats of acts of war (including the ongoing war in Ukraine), along with other economic

If the national and international economic recovery slows or stalls, these economies experience another recession, or any

of the relevant regional or local economies suffers a downturn, or if inflationary effects accelerate, we may experience a material adverse

effect on our business, financial condition, or results of operations.

addition, changes in general market, economic, and political conditions in domestic and foreign economies or financial markets, including

those resulting from, for example:

the ongoing impact of the COVID-19 pandemic;

rising interest rates and inflation;

geopolitical challenges,

including global security concerns in response to Russia’s continued war in Ukraine;

financial and credit market instability or

the unavailability of credit;

and fluctuation in stock markets, may reduce users’, customers’, or subscribers’ disposable

income and corporate budgets.

Any one of these changes could have a material adverse effect on our business, financial condition, or

results of operations and could cause the value of our securities to decline or become worthless.

in discretionary consumer spending could have an adverse effect on our business, financial condition, and results of operations.

business is particularly sensitive to reductions from time to time in discretionary consumer spending.

Demand for entertainment and leisure

activities, including lottery play, can be affected by changes in the economy and consumer tastes, both of which are difficult to predict

and beyond our control.

Unfavorable changes in general economic conditions, including recessions, economic slowdowns, sustained high

levels of unemployment, and rising prices and inflation, or the perception by consumers of weak or weakening economic conditions, may

reduce our users’ disposable income or result in fewer individuals engaging in entertainment and leisure activities, such as purchasing

lottery games through remote channels.

Several factors relating to this economic downturn, including reductions in discretionary income

due to changes in employment conditions, as well as customer preferences regarding discretionary spending habits, have caused and will

likely continue to cause a reduction in consumer spending.

As a result, fewer individuals may engage in gaming and lottery activities.

The effect of a decrease in consumer spending on entertainment and leisure activities due to unfavorable market conditions could reduce

the Company’s cash flows and revenues, and therefore have a material and adverse impact on our results of operations.

we cannot ensure that demand for our offerings will remain constant or achieve our anticipated growth.

developments affecting economies throughout the world, including a general tightening of availability of credit, decreased liquidity

in certain financial markets, increased interest rates and inflation, foreign exchange fluctuations, increased energy costs, acts or

perceived threats of war or terrorism, transportation disruptions, natural disasters, declining consumer confidence, sustained high levels

of unemployment, or significant declines in stock markets, natural disasters, as well as concerns regarding pandemics, epidemics, and

the spread of contagious diseases, could lead to a further reduction in discretionary spending on entertainment and leisure activities,

such as lottery play and participation in sweepstakes.

Any significant or prolonged decrease in consumer spending on entertainment or

leisure activities could adversely affect the demand for our offerings, reducing our cash flows and revenues, and thereby materially

harming our business, financial condition, and results of operations and could cause the value of our securities to decline or become

events or negative media coverage relating to, or a declining popularity of, the lottery or lottery games in general, or other negative

coverage relating to lottery, forms of online gaming or betting, or the gaming industry, may adversely impact our ability to retain or

attract users, which could have an adverse impact on our business, financial condition, and results of operations.

opinion can significantly influence our business.

Unfavorable publicity regarding, for example, us, members of our management and Board,

our technology, our implementation of upgrades and changes to our technology, the quality of our Platform and its interfaces, our product

offerings, our other services and systems, actual or threatened litigation or regulatory activity, the actions of third parties with

whom we have relationships, our ability to recommence our business operations, or the conduct of the lottery authorities and the products

they offer, including declining popularity of a particular lottery game or lottery games in general, could seriously harm our reputation.

In addition, a negative shift in the perception of lottery games by the public or by politicians, lobbyists, or others could affect future

legislation regarding the mobile purchase of lottery games from third-party providers, including with respect to the regulation or licensure

of couriers, or with respect to the legalization of online lottery game sales (“Online Lottery”), either of which may impact

our operations.

Negative public perception could also lead to new restrictions on or to the prohibition of mobile lottery play in jurisdictions

in which we currently operate.

Such negative publicity could also adversely affect the size, demographics, engagement, and loyalty of

our new players and established user base, and it could result in decreased revenue or slower user growth rates, which could seriously

harm our business, financial condition, and results of operations and could cause the value of our securities to decline or become worthless.

future growth will depend largely on our ability to attract players and retain users, and the loss of our users, failure to attract new

users in a cost-effective manner, or failure to effectively manage our growth could adversely affect our business, financial condition,

and results of operations.

ability to achieve growth in revenue in the future will depend, in large part, upon our ability to attract new players to our offerings,

retain existing users of our offerings, and reactivate users in a cost-effective manner.

Achieving growth in our community of users may

require us to increasingly engage in sophisticated and costly sales and marketing efforts, which may not make sense in terms of return

on investment.

We have used and expect to continue to use a variety of free and paid marketing channels, in combination with the promotional

activity of in-state and multi-state issued lottery games, to achieve our objectives.

For paid marketing, we intend to leverage a broad

array of advertising channels, which may include a combination of radio and social media platforms, such as Facebook, Instagram, and

Twitter, affiliate marketing, paid and organic search engines, and other digital channels, such as mobile display.

If the search engines

on which we rely modify their algorithms, change their terms around gaming and lottery, or if the prices at which we may purchase listings

increase, then our costs could increase, and fewer users may click through to our websites or download our application.

If links to our

websites or application are not displayed prominently in online search results, if fewer users click through to our websites or application,

if our other digital marketing campaigns are not effective, or if the costs of attracting users using any of our current methods significantly

increase, then our ability to efficiently attract new users could be reduced, our revenue could decline, and our business, financial

condition, and results of operations could be harmed and could cause the value of our securities to decline or become worthless.

addition, our ability to increase the number of users of our offerings will depend on user adoption of playing lottery games remotely

via a third-party application.

Growth in the mobile and online lottery industry and the level of demand for and market acceptance of

our product offerings is subject to a high degree of uncertainty.

We cannot ensure that players will use our products or that the industry

will achieve more widespread acceptance.

Additionally,

as technological or regulatory standards change and we modify our offerings to comply with those standards, we may need users to take

certain actions to continue playing, such as performing age verification and location checks or accepting new terms and conditions, including

those regarding responsible gaming.

Users may stop using our offerings at any time, including if the quality of the user experience or

our support capabilities in the event of a user concern, does not meet their expectations or keep pace with the quality of the customer

experience generally offered by competitive offerings.

This could seriously harm our business, financial condition and results of operations

Internet search engines drive traffic to

our B2C Platform and our new user growth could decline and our business, financial condition, and results of operations would be adversely

affected if we fail to appear prominently in search results.

Our success depends in part

on our ability to attract users through unpaid Internet search results on search engines like Google, Yahoo!, and Bing.

In 2021, approximately

47% of the web sessions on our websites were driven by organic searches, compared to directly entered URL traffic of 38%.

The number of

users we attract to our B2C Platform from search engines is due, in large part, to how and where our website ranks in unpaid search results.

These rankings can be affected by a number of factors, many of which are not under our direct control and may change frequently.

a search engine may change its ranking algorithms, methodologies, or design layouts.

As a result, links to our web-based properties may

not be prominent enough to drive traffic, and we may not know how or otherwise be in a position to influence the results.

In some instances,

search engine companies may change these rankings in a way that promotes their own competing products or services or the products or services

of one or more of our competitors.

Search engines may also adopt a more aggressive auction-pricing system for keywords that would cause

us to incur higher advertising costs or reduce our market visibility to prospective players.

Our websites have experienced fluctuations

in search result rankings in the past, and we anticipate similar fluctuations in the future.

Any reduction in the number of users directed

to our B2C Platform could adversely affect our business, financial condition, and results of operations.

We may be unable to continue to use the

domain names that we use in our business or prevent third parties from acquiring and using domain names that infringe on, are similar

to, or otherwise decrease the value of our brand, trademarks, or service marks.

We have registered domain

names that we use in, or are related to, our business, most importantly www.lottery.com .

We believe our easily identifiable and

definitional brand and domain name is one of our competitive strengths.

If we lose the ability to use our domain names, especially www.lottery.com ,

whether due to trademark claims, failure to renew applicable registrations, or any other cause, we may be forced to incur significant

expense in order to attempt to purchase rights to the domain name in question, the failure of which would require us to market the relevant

offerings under a new domain name, and we may be required to change our brand, which could cause us substantial harm and expense, and

could negatively impact our business, financial condition, and results of operations.

We may not be able to obtain preferred domain names

outside the U.S.

and could cause the value of our securities to decline or become worthless.

to the Operationally Cessation, Internet search engines drove traffic to our B2C Platform and our user growth could decline and our business,

financial condition, and results of operations would be adversely affected if we fail to appear prominently in search results when we

recommence operations.

success depends in part on our ability to attract users through unpaid Internet search results on search engines like Google, Yahoo!,

The number of users we attract to our B2C Platform from search engines is due, in large part, to how and where our website

ranks in unpaid search results.

These rankings can be affected by a number of factors, many of which are not under our direct control

and may change frequently.

For example, a search engine may change its ranking algorithms, methodologies, or design layouts.

links to our web-based properties may not be prominent enough to drive traffic, and we may not know how or otherwise be in a position

to influence the results.

In some instances, search engine companies may change these rankings in a way that promotes their own competing

products or services or the products or services of one or more of our competitors.

Search engines may also adopt a more aggressive auction-pricing

system for keywords that would cause us to incur higher advertising costs or reduce our market visibility to prospective players.

websites have experienced fluctuations in search result rankings in the past, and we anticipate similar fluctuations in the future.

reduction in the number of users directed to our B2C Platform could adversely affect our business, financial condition and results of

operations and could cause the value of our securities to decline or become worthless.

may be unable to continue to use the domain names that we use in our business or prevent third parties from acquiring and using domain

names that infringe on, are similar to, or otherwise decrease the value of our brand, trademarks, or service marks.

have registered domain names that we use in, or are related to, our business, most importantly www.lottery.com and sports.com .

We believe our easily identifiable and definitional brands and domain names are one of our competitive strengths.

If we lose the ability

to use our domain names, especially www.lottery.com and sports.com , whether due to trademark claims, failure to renew applicable

registrations, or any other cause, we may be forced to incur significant expense in order to attempt to purchase rights to the domain

name in question, the failure of which would require us to market the relevant offerings under a new domain name, and we may be required

to change our brand, which could cause us substantial harm and expense, and could negatively impact our business, financial condition,

and results of operations.

We may not be able to obtain preferred domain names outside the U.S.

due to a variety of reasons.

In addition, our competitors and others could attempt to capitalize on our brand recognition

by using domain names similar to ours.

We may be unable to prevent third parties from acquiring and using domain names that infringe on,

are similar to, or otherwise decrease the value of our brand or our trademarks or service marks.

Protecting, maintaining, and enforcing

our rights in our domain names may require litigation, which could result in substantial costs and diversion of resources, all of which

could, in turn, adversely affect our business, financial condition, and results of operations.

We face risks related to health epidemics

and other widespread outbreaks of contagious disease, which could disrupt our operations and impact our operating results.

Significant outbreaks of contagious

diseases, and other adverse public health developments, could have a material impact on our business operations and operating results.

impact of the COVID-19 pandemic on our business is ongoing.

Our business has proven and will likely continue to prove resilient during

the pandemic.

For example, as a result of physical distancing, travel restrictions and other efforts to reduce the spread of COVID-19

and its variants, customers have increasingly demonstrated a preference to purchase lottery games through mobile alternatives rather than

at traditional brick-and-mortar locations.

However, it is uncertain whether this trend will continue, as the economic disruption and financial

uncertainty caused by the COVID-19 pandemic could eventually continue to a general decline in lottery gaming and gaming in general over

time, particularly if customers reduce their discretionary spending as a result of any sustained economic downturn or inflationary pressure.

Any of these consequences or any prolonged deviations from normal daily operations or any delays in obtaining any required governmental

licenses, findings of suitability, registrations, permits, and approvals as a result of COVID-19 impacts may adversely impact user activity

on our Platform, anticipated domestic or international expansion, required employment activities, or other strategic objectives, any of

which would negatively impact our business, financial condition, and results of operations.

We continue to monitor the global spread of

COVID-19, including its variants, and we will put in place such measures as appropriate and necessary for our ongoing business

For a description of the impact of the COVID-19 pandemic on the Company, see “ Item 7.

Management’s Discussion

and Analysis of Financial Condition and Results of Operations—Recent Developments—Impacts of COVID-19 .”

We are subject to risks related to corporate

social responsibility, responsible gaming, reputation , and ethical conduct.

Many factors influence our

reputation and the value of our brands, including the perception held by our users, customers, business partners, investors, regulatory

authorities, other key stakeholders, and the communities in which we operate, such as our social responsibility, corporate governance,

and responsible gaming practices.

We have faced, and will likely continue to face, increased scrutiny related to social, governance and

responsible gaming activities, and our reputation and the value of our brands can be materially adversely harmed if we fail to act responsibly

in a number of areas, such as diversity and inclusion, workplace conduct, responsible gaming, human rights, philanthropy, and support

for local communities.

Any harm to our reputation could impact employee engagement and retention, and the willingness of users, customers

and partners to do business with us, which could have a materially adverse effect on our business, financial condition, and results of

We believe that our reputation

is critical to our role as a leader in the lottery industry, and it will be critical to our success as a publicly traded company.

management is heavily focused on the integrity of our directors, officers, senior management, employees, other personnel, and third-party

suppliers and partners.

Our board of directors (our “Board”) has adopted a Code of Conduct as well as other related policies

and procedures.

Illegal, unethical or fraudulent activities perpetrated by any of such individuals, users, customers, or partners for

personal gain could expose us to potential reputational damage and financial loss, which would negatively impact our business, financial

condition, and results of operations.

General Operational Risks

We have incurred net losses in the past

with negative cash flows and may not be able to generate and sustain profitability.

We have a history of incurring

net losses, and we may not achieve or maintain profitability in the future.

We experienced net losses of approximately $9.30 million

for the year ended December 31, 2021, and experienced net losses of approximately $5.81 million and $10.77 million for the years

ended December 31, 2020 and December 31, 2019, respectively.

As of December 31, 2021, we had an accumulated deficit of

approximately $104.44 million.

While we have experienced significant growth in revenue in recent periods, we cannot predict when or

whether we will reach profitability.

We also expect our operating

expenses to increase in the future as we continue to invest for our future growth, which will negatively affect our results of operations

if our total revenue does not increase.

We cannot ensure that these investments will result in substantial increases in our total revenue

or improvements in our results of operations.

In addition to the anticipated costs to grow our business, we also expect to incur significant

additional legal, accounting, and other expenses as a newly public company.

Any failure to increase our revenue as we invest in our business

or to manage our costs could prevent us from achieving or maintaining profitability or positive cash flow.

The Online Lottery market is still in relatively

early stages of growth, and if such market does not continue to grow, grows slower than we expect, or fails to grow as we forecast, our

business, financial condition, and results of operations could be adversely affected.

The Online Lottery market

has grown rapidly since we launched our Platform in 2016, but it is still relatively new, and it is uncertain to what extent market acceptance

will continue to grow, if at all.

Our success will depend to a substantial extent on the willingness of users to purchase Online Lottery

our competitors and others could attempt to capitalize on our brand recognition by using domain names similar to ours.

We may be unable

to prevent third parties from acquiring and using domain names that infringe on, are similar to, or otherwise decrease the value of our

brand or our trademarks or service marks.

Protecting, maintaining, and enforcing our rights in our domain names may require litigation,

which could result in substantial costs and diversion of resources, all of which could, in turn, adversely affect our business, financial

condition, and results of operations and could cause the value of our securities to decline or become worthless.

are subject to risks related to corporate social responsibility, responsible gaming, reputation, and ethical conduct.

factors influence our reputation and the value of our brands, including the perception held by our users, customers, business partners,

investors, regulatory authorities, other key stakeholders, and the communities in which we operate, such as our social responsibility,

corporate governance, and responsible gaming practices.

We have faced, and will likely continue to face, increased scrutiny related to

social, governance and responsible gaming activities, and our reputation and the value of our brands can be materially adversely harmed

if we fail to act responsibly in a number of areas, such as diversity and inclusion, workplace conduct, responsible gaming, human rights,

philanthropy, and support for local communities.

Any harm to our reputation could impact employee engagement and retention, and the willingness

of users, customers and partners to do business with us, which could have a materially adverse effect on our business, financial condition,

and results of operations and could cause the value of our securities to decline or become worthless.

unethical or fraudulent activities perpetrated by any of our members of management or Board, users, customers, or partners for personal

gain could expose us to potential reputational damage and financial loss, which would negatively impact our business, financial condition,

and results of operations and could cause the value of our securities to decline or become worthless.

Operational Risks

have incurred net losses in the past with negative cash flows and recently suspended our operations and may not be able to generate and

sustain profitability.

have a history of incurring net losses and have suspended significantly all of our operations since July 2022.

We may not be able to

achieve or maintain profitability in the future.

We experienced net losses of approximately $61.3 million for the year ended December

31, 2022, and experienced net losses of approximately $53.0 million and $5.80 million for the years ended December 31, 2022 and December

31, 2021, respectively.

As of December 31, 2022, we had an accumulated deficit of approximately $209.1 million.

While we have received

some limited revenue since the Operational Cessation, we cannot predict when or whether we will be able to restart our operations and/or

whether or not we will be able to reach profitability at any time in the future.

also expect our operating expenses to increase in the future as we continue to invest for our future growth, which will negatively affect

our results of operations if our total revenue does not increase.

We cannot ensure that these investments will result in substantial

increases in our total revenue or improvements in our results of operations.

In addition to the anticipated costs to grow our business,

we also expect to incur significant additional legal, accounting, and other expenses as a public company.

Once we restart our operations,

any failure to increase our revenue or to manage our costs could prevent us from achieving or maintaining profitability or positive cash

Online Lottery market is still in relatively early stages of growth, and if such market does not continue to grow, grows slower than

we expect, or fails to grow as we forecast, our business, financial condition, and results of operations could be adversely affected.

Online Lottery market has grown rapidly since we launched our Platform in 2016, but it is still relatively new, and it is uncertain to

what extent market acceptance will continue to grow, if at all.

Our success will depend to a substantial extent on the willingness of

users to purchase Online Lottery games, i.e.

, through mobile applications and web properties.

If the public does not perceive these services as beneficial, or chooses

not to use them as a result of concerns regarding security, safety, affordability, or for other reasons, whether as a result of incidents

on our Platform or on our competitors’ applications or otherwise, or instead adopts alternative solutions that may arise, then the

market for our Platform may not further develop, may develop slower than we expect, or may not achieve the growth potential we expect,

any of which could adversely affect our business, financial condition, and results of operations.

Our business may be materially adversely

affected if our existing and future products, technology, services, and solutions do not achieve and maintain broad market acceptance,

if we are unable to keep pace with or adapt to rapidly changing technology, evolving industry standards, and changing regulatory requirements,

or if we do not invest in product and systems development and provide services that are attractive to our users and customers.

Our future business and financial

success will depend on our ability to continue to anticipate the needs of current and potential users and customers, to achieve and maintain

broad market acceptance for our existing and future products, services, and systems, to successfully introduce new and upgraded products,

services, and systems, and to successfully implement our current and future geographic expansion plans.

To be successful, we must be able

to quickly adapt to changes in technology, industry standards, and regulatory requirements by continually enhancing our technology, services,

and solutions.

Developing new services and upgrades to services, as well as integrating and coordinating current services, imposes burdens

on our internal teams, including management, compliance, and product development.

These processes are costly, and our efforts to develop,

integrate, and enhance our products, services, and systems may not be successful.

In addition, successfully launching a new or upgraded

product or expanding into a new jurisdiction puts additional strain on our technology and marketing resources.

Expanding into new markets

and investing resources towards increasing the depth of our coverage within existing markets impose additional burdens on our research,

systems development, sales, marketing, and general managerial resources.

If we are unable to manage our expansion efforts effectively,

in obtaining greater market share or in obtaining widespread adoption of new or upgraded products, services, and systems, we may not be

able to offset the expenses associated with the launch and marketing of the new or upgraded products, services, and systems, which could

have a material adverse effect on our financial results.

If we introduce new or expand existing offerings for our business, we may incur

losses or otherwise fail to enter these markets successfully.

Our expansion into these markets will place us in competitive and regulatory

environments with which we are unfamiliar and involve various risks, including the need to invest significant resources and the possibility

that returns on such investments will not be achieved for several years, if at all.

If we are unable to develop

new or upgraded offerings or decide to combine, shift focus from, or phase out a service, then our users or customers may choose a competitive

offering over ours, our revenues may decline, and our profitability may be reduced.

If we incur significant costs in developing new or

upgraded systems, products or services, or combining and maintaining existing systems, if we are not successful in marketing and selling

these new products or upgrades, or if our users or customers fail to accept these new or combined products, then there could be a material

adverse effect on our results of operations due to a decrease of our revenues and a reduction of our profitability.

If we eliminate or

phase out a product and are not able to offer and successfully market and sell an alternative product, our revenue may decrease, which

could have a material adverse effect on our results of operations.

Our success depends on our

continued improvements to provide products, services, and systems that are attractive to our users and customers.

As a result, we must

continually invest resources in product development and successfully incorporate and develop new technology.

If we are unable to do so

or otherwise provide products, services, and systems that users and customers want, then our users or customers may become dissatisfied

and use competitors’ services.

If we are unable to continue offering innovative products, services, and systems, we may be unable

to attract additional users or customers or retain our existing users or customers, which could harm our business, results of operations,

and financial condition.

Our results of operations may fluctuate

due to seasonality and other factors and, therefore, our periodic operating results will not be guarantees of future performance.

Although lottery games are

offered on a year-round basis, there is seasonality in lottery games purchasing that may impact our operations and operations of our customers.

The broad geographical mix of our user and customer base also impacts the effect of seasonality, as users and customers in different territories

will place differing importance on different lottery games and those games will often have different calendars.

For example, some multi-state

games can have occasional increasingly high jackpot opportunities, which increase user attention and ticket purchases, which further increases

If the public does not perceive

these services as beneficial, or chooses not to use them as a result of concerns regarding security, safety, affordability, or for other

reasons, whether as a result of incidents on our Platform or on our competitors’ applications or otherwise, or instead adopts alternative

solutions that may arise, then the market for our Platform may not further develop, may develop slower than we expect, or may not achieve

the growth potential we expect, any of which could adversely affect our business, financial condition, and results of operations and

could cause the value of our securities to decline or become worthless.

business may be materially adversely affected if our products, technology, services, and solutions do not achieve and maintain broad

market acceptance, if we are unable to keep pace with or adapt to rapidly changing technology, evolving industry standards, and changing

regulatory requirements, or if we do not invest in product and systems development and provide services that are attractive to our users

and customers.

future business and financial success will depend on our ability to anticipate the needs of potential users and customers, to achieve

and maintain broad market acceptance for our existing and future products, services, and systems, to successfully introduce new and upgraded

products, services, and systems, and to successfully implement our current and future geographic expansion plans.

To be successful, we

must be able to quickly adapt to changes in technology, industry standards, and regulatory requirements by continually enhancing our

technology, services, and solutions.

Developing new services and upgrades to services, as well as integrating and coordinating current

services, imposes burdens on our internal teams, including management, compliance, and product development.

These processes are costly,

and our efforts to develop, integrate, and enhance our products, services, and systems may not be successful.

In addition, successfully

launching a new or upgraded product or expanding into a new jurisdiction will put additional strains on our financial, technology and

marketing resources.

Expanding into new markets and investing resources towards increasing the depth of our coverage within existing

markets impose additional burdens on our research, systems development, sales, marketing, and general managerial resources.

unable to manage our expansion efforts effectively, obtain greater market share or obtain widespread adoption of new or upgraded products,

services, and systems, we may not be able to offset the expenses associated with the launch and marketing of the new or upgraded products,

services, and systems, which could have a material adverse effect on our financial results.

If we introduce new or expand existing offerings

for our business, we may incur losses or otherwise fail to enter these markets successfully.

Our expansion into these markets will place

us in competitive and regulatory environments with which we are unfamiliar and involve various risks, including the need to invest significant

resources and the possibility that returns on such investments will not be achieved for several years, if at all.

we are unable to develop new or upgraded offerings or decide to combine, shift focus from, or phase out a service, then our users or

customers may choose a competitive offering over ours, our revenues may decline, and our profitability may be reduced.

If we incur significant

costs in developing new or upgraded systems, products or services, or combining and maintaining existing systems, if we are not successful

in marketing and selling these new products or upgrades, or if our users or customers fail to accept these new or combined products,

then there could be a material adverse effect on our results of operations due to a decrease of our revenues.

If we eliminate or phase

out a product and are not able to offer and successfully market and sell an alternative product, our revenue may decrease, which could

have a material adverse effect on our results of operations.

future success will largely depend on our ability to make continuous improvements to provide products, services, and systems that are

attractive to our users and customers.

As a result, we will need to continually invest resources in product development and successfully

incorporate and develop new technology.

If we are unable to do so or otherwise provide products, services, and systems that users and

customers want, then our users or customers may become dissatisfied and use competitors’ services.

If we are unable to continue

offering innovative products, services, and systems, we may be unable to attract additional users or customers or retain our existing

users or customers, which could harm our business, results of operations, and financial condition and could cause the value of our securities

to decline or become worthless.

results of operations may fluctuate due to seasonality and other factors and, therefore, our periodic operating results will not be guarantees

of future performance.

lottery games are offered on a year-round basis, there is seasonality in lottery games purchasing that may impact our operations and

operations of our customers.

The broad geographical mix of our user and customer base also impacts the effect of seasonality, as users

and customers in different territories typically place differing importance on different lottery games and those games often have different

For example, some multi-state games can have occasional increasingly high jackpot opportunities, which increase user attention

and ticket purchases, which further increases the jackpot.

Such events may cause increases in our revenues.

By contrast, low jackpot lottery games or periods in which there is little

promotional activity connected to lottery games in general may negatively impact the purchase of lottery games.

Such fluctuations and

uncertainties may negatively impact our cash flows.

We may not be able to capitalize on trends

and changes in the gaming and lottery industries, including due to the operational costs involved, the laws and regulations governing

these industries, and other factors.

We participate in new and

evolving aspects of the mobile gaming and lottery industries.

Part of our strategy is to take advantage of the liberalization of regulations

covering these industries on a global basis.

These industries involve significant risks and uncertainties, including legal, business,

and financial risks.

The fast-changing environment in these industries can make it difficult to plan strategically and can provide opportunities

for competitors to grow their businesses at our expense.

Consequently, our future results of operations, cash flows, and financial condition

are difficult to predict and may not grow at the rates we expect.

To the extent that we enter

into any business that is determined to be internet gaming, any jurisdiction in which our existing business is deemed to be internet gaming,

or our customers offer internet gaming, it is important to recognize that the laws relating to internet gaming are evolving.

degrees, governments have taken steps to change the regulation of internet wagering through the implementation of new or revised licensing

and taxation regimes, including the possible imposition of sanctions on unlicensed providers.

We cannot predict the timing, scope or terms

of the implementation or revision of any such state, federal or foreign laws or regulations, or the extent to which any such laws and

regulations may facilitate or hinder our strategy or be applicable to or impactful on our business, operations and financial condition.

In jurisdictions that authorize

internet gaming, we cannot assure that we will be successful in offering our technology, content, and services to internet gaming operators,

because we expect to face intense competition from our traditional competitors in the gaming and lottery industries, as well as a number

of other domestic and foreign competitors (and, in some cases, the operators themselves), many of which have substantially greater financial

resources or experience in this area than we do.

Know-your-customer and geo-location

programs and technologies supplied by third parties are an important aspect of certain internet and mobile gaming products, services,

and systems, because they can confirm certain information with respect to players and prospective players, such as age, identity, and

By contrast, low jackpot

lottery games or periods in which there is little promotional activity connected to lottery games in general may negatively impact the

purchase of lottery games.

Such fluctuations and uncertainties may negatively impact our cash flows.

may not be able to capitalize on trends and changes in the gaming and lottery industries, including due to the operational costs involved,

the laws and regulations governing these industries, and other factors.

participate in new and evolving aspects of the mobile gaming and lottery industries.

Part of our strategy, when we have sufficient funding,

is to take advantage of the liberalization of regulations covering these industries on a global basis.

These industries involve significant

risks and uncertainties, including legal, business, and financial risks.

The fast-changing environment in these industries can make it

difficult to plan strategically and can provide opportunities for competitors to grow their businesses at our expense.

Consequently,

our future results of operations, cash flows, and financial condition are difficult to predict and may not grow at the rates we expect.

the extent that we enter into any business that is determined to be internet gaming, any jurisdiction in which our existing business

is deemed to be internet gaming, or our customers offer internet gaming, it is important to recognize that the laws relating to internet

gaming are evolving.

To varying degrees, governments have taken steps to change the regulation of internet wagering through the implementation

of new or revised licensing and taxation regimes, including the possible imposition of sanctions on unlicensed providers.

We cannot predict

the timing, scope or terms of the implementation or revision of any such state, federal or foreign laws or regulations, or the extent

to which any such laws and regulations may facilitate or hinder our strategy or be applicable to or impactful on our business, operations

and financial condition.

jurisdictions that authorize internet gaming, we may not be successful in offering our technology, content and services to internet gaming

operators, because we expect to face intense competition from our traditional competitors in the gaming and lottery industries, as well

as a number of other domestic and foreign competitors (and, in some cases, the operators themselves), many of which have substantially

greater financial resources or experience in this area than we do.

Know-your-customer

and geo-location programs and technologies supplied by third parties are an important aspect of certain internet and mobile gaming products,

services, and systems, because they can confirm certain information with respect to players and prospective players, such as age, identity,

and location.

Payment processing programs and technologies, typically provided by third parties, are also a necessary feature of interactive

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These programs and technologies are costly, and our use of them may have an adverse

impact on our results of operations, cash flows, and financial condition.

Additionally, we cannot assure that products or services containing

these programs and technologies will be available to us on commercially reasonable terms, if at all, or that they will perform accurately

or otherwise in accordance with required specifications, all of which may have a negative impact on our business, results of operations,

impact on our results of operations, cash flows, and our financial condition.

Additionally, our products or services containing these

programs and technologies may not be available to us on commercially reasonable terms, if at all, and may not perform accurately or otherwise

in accordance with required specifications, all of which may have a negative impact on our business, results of operations, and financial

condition and could cause the value of our securities to decline or become worthless.

and Reputational Risks

business depends on a strong brand, and if we are not able to develop, maintain and enhance our brand and reputation, including as a

result of negative publicity, our business and operating results may be harmed.

believe that developing, maintaining and enhancing our brand and reputation is critical to achieving widespread acceptance of our products,

services, and systems, attracting and retaining users and customers, persuading users and customers to adopt additional products, services,

and systems, and hiring and retaining our employees.

believe that the importance of our brand will increase as competition in the markets in which we participate further intensifies.

promotion of our brand will depend on a number of factors, including the effectiveness of our marketing efforts, our ability to provide

high-quality, reliable, and cost-effective products, services, and systems, the perceived value of our products, services, and systems,

and our ability to provide quality user and customer success and support experience.

Brand promotion activities require us to make substantial

expenditures.

The promotion of our brand, however, may not generate user and customer awareness or increase revenue to the extent we

anticipate, or at all, and any increase in revenue may not offset the expenses we incur in building and maintaining our brand.

Additionally,

the reputational impact of our Board and management changes, the Operational Cessation and the events contributing thereto has not been

It may require significant investment to restore the value in our brand, and the value of our brand may never return to prior

levels and/or may be permanently reduced as a result of recent events.

our employees, our affiliates, and others with whom we have contractual relationships also use social media to communicate externally.

There is a risk that this use of social media to communicate about our business may give rise to liability or result in public exposure

of personal information of our employees, our users, or others, each of which could affect our revenue, business, results of operations,

and financial condition.

Branding and Reputational Risks

Our business depends on a strong brand,

and if we are not able to develop, maintain, and enhance our brand and reputation, including as a result of negative publicity, our business

and operating results may be harmed.

We believe that developing,

maintaining, and enhancing our brand and reputation is critical to achieving widespread acceptance of our products, services, and systems,

attracting new users and customers, retaining existing users and customers, persuading existing users and customers to adopt additional

products, services, and systems, and hiring and retaining our employees.

We believe that the importance

of our brand will increase as competition in the markets in which we participate further intensifies.

Successful promotion of our brand

will depend on a number of factors, including the effectiveness of our marketing efforts, including thought leadership, our ability to

provide high-quality, reliable, and cost-effective products, services, and systems, the perceived value of our products, services, and

systems, and our ability to provide quality user and customer success and support experience.

Brand promotion activities require us to

make substantial expenditures.

To date, we have made significant investments in the promotion of our brand.

The promotion of our brand,

however, may not generate user and customer awareness or increase revenue to the extent we anticipate, or at all, and any increase in

revenue may not offset the expenses we incur in building and maintaining our brand.

We, our employees, our affiliates,

and others with whom we have contractual relationships also use social media to communicate externally.

There is risk that this use of

social media to communicate about our business may give rise to liability or result in public exposure of personal information of our

employees, our users, or others, each of which could affect our revenue, business, results of operations, and financial condition.

We operate in a public-facing

industry where negative publicity, whether or not justified, can spread rapidly through, among other things, social media.

To the extent

that we are unable to respond timely and appropriately to negative publicity, our reputation and brand could be harmed.

Moreover, even

if we are able to respond in a timely and appropriate manner, we cannot be certain that it will be timely or sufficient to not cause us

to suffer reputational and brand damage, which could affect our revenue, business, results of operations, and financial condition.

Our marketing efforts to help grow our business

may not be effective.

Promoting awareness of our

Platform is important to our ability to grow our business and to attract new users and customers, which can be costly.

We believe that

much of the growth in the number of users of our B2C Platform is attributable to our paid marketing initiatives.

Our marketing efforts

currently may include a combination of bonus offerings, affiliate marketing programs, social media engagement, radio, video, podcasts,

search engine optimization, and keyword search campaigns.

Our marketing initiatives may become increasingly expensive and generating a

meaningful return on these initiatives may become difficult.

Even if we successfully increase revenue as a result of these marketing efforts,

it may not offset the additional marketing expenses we incur.

If our marketing efforts intended to help grow our business are not effective,

we expect that our business, financial condition, and results of operations would be adversely affected.

If we fail to detect fraud or misappropriation

of proprietary information, including by our users, customers, and employees, our reputation and brand may suffer, which could negatively

impact our business, financial condition, and results of operations and can subject us to investigations and litigation.

We have in the past, and may

in the future, incur losses from various types of fraud, which may include the use of stolen or fraudulent payment card data, claims of

unauthorized payments by a user and attempted payments by users with insufficient funds, referral fraud by affiliates, fraud with respect

to background checks, fraud by employees, including our couriers, and account takeovers of user accounts by bad actors, or phishing.

actors use increasingly sophisticated methods to engage in illegal activities involving personal information, such as unauthorized use

of another person’s identity, account information, or payment information and unauthorized acquisition or use of payment card details,

bank account information, and mobile phone numbers and accounts.

Acts of fraud may involve

various tactics, including collusion.

Successful exploitation of our technology could have negative effects on our product offerings,

services, and user experience and could harm our reputation.

Failure to discover such acts or schemes in a timely manner could result

in harm to our operations.

In addition, negative publicity related to such schemes could have an adverse effect on our brand and reputation,

potentially causing a material adverse effect on our business, financial condition, and results of operations.

In the event of the occurrence

of any such issues with our existing technology or product offerings, substantial engineering and marketing and other resources, and management

attention, may be diverted from other projects and requirements to correct these issues, which may delay other projects and the achievement

of our strategic objectives.

In addition, any misappropriation

of, or access to, users’ or other proprietary information or other breach of our information security could result in legal claims

or legal proceedings, including regulatory investigations and actions, or liability for failure to comply with privacy and information

security laws, including for failure to protect personal information or for misusing personal information, which could disrupt our operations,

force us to modify our business practices, require us to comply with costly remediation requirements, damage our brand and reputation,

and expose us to claims from our users, regulators, employees, and other parties, any of which could have an adverse effect on our business,

financial condition, and results of operations.

We may be liable for these

acts of fraud.

For example, under current payment card industry practices, we may be liable for use of funds on our products with fraudulent

payment card data, even if the associated financial institution approved the transaction.

Despite measures we have taken to detect and

reduce the occurrence of fraudulent or other malicious activity on our offerings, we cannot guarantee that any of our measures will be

effective or will scale efficiently with our business.

Our failure to adequately detect or prevent fraudulent transactions could harm

our reputation or brand, result in litigation or regulatory action that may include fines and penalties, and lead to expenses, all of

which could adversely affect our business, financial condition, and results of operations.

Our growth prospects may suffer if we are

unable to develop successful offerings or if we fail to pursue additional offerings.

In addition, if we fail to make the right investment

decisions in our offerings and technology, we may not attract and retain key users and customers and our revenue, business, financial

condition, and results of operations may decline.

The industry in which we operate

is subject to rapid and frequent changes in standards, technologies, products, and service offerings, as well as in consumer demands and

expectations and regulations.

We must continuously make decisions regarding which offerings and technology we should invest in to meet

user and consumer demand in compliance with evolving industry standards and regulatory requirements, and we must continually introduce

and successfully market new and innovative technologies, offerings, and enhancements to remain competitive and effectively stimulate user

and customer demand, acceptance, and engagement.

Our ability to engage, retain, and increase our user and customer base and to increase

our revenue will depend heavily on our ability to successfully create new offerings, both independently and together with third parties.

We may introduce significant changes to our existing technology and offerings or develop and introduce new and unproven products, services,

and systems, including but not limited to the continued integration of distributed ledger technology in our Platform, any of which we

may have little or no prior development or operating experience.

The process of developing new offerings and systems is inherently complex

and uncertain, and new offerings may not be well received by users, even if well-reviewed and of high quality.

If we are unable to develop

technology and products, services, and systems that address users’ needs or enhance and improve our existing technology and offerings

in a timely manner, it could have a material adverse effect on our business, financial condition, and results of operations.

Although we intend to continue

investing in our research and development efforts, if new or enhanced offerings fail to engage our users or customers, we may fail to

attract or retain users or customers or to generate sufficient revenue, operating margin, or other value to justify our investments, any

of which may seriously harm our business.

In addition, management may not properly ascertain or assess the risks of new initiatives, and

subsequent events may alter the risks that were evaluated at the time we decided to execute any new initiative.

Creating additional offerings

can also divert our management’s attention from other business issues and opportunities.

Even if our new offerings attain market

acceptance, those new offerings could exploit the market share of our existing product offerings or share of our users’ wallets

in a manner that could negatively impact such offerings.

Furthermore, such expansion of our business increases the complexity of our business

and places an additional burden on our management, operations, technical systems, and financial resources, and we may not recover the

often-substantial up-front costs of developing and marketing new offerings or recover the opportunity cost of diverting management and

financial resources away from other offerings.

In the event of continued growth of our operations, products, or in the number of third-party

relationships, we may not have adequate resources, operationally, technologically, or otherwise, to support such growth and the quality

of our technology, offerings, or our relationships with third parties could suffer.

In addition, failure to effectively identify, pursue,

and execute new business initiatives, or to efficiently adapt our processes and infrastructure to meet the needs of our innovations, may

adversely affect our business, financial condition, and results of operations.

Any new offerings may also require our users to utilize

new skills to use our offerings.

This could create a lag in adoption of new offerings and new user additions related to any new offerings.

To date, new offerings and enhancements of our existing technology have not hindered our user growth or engagement, but that may be the

result of a large portion of our user base being in a younger demographic and more willing to invest the time to learn to use our products

most effectively.

To the extent that future users, including those in older demographics, are less willing to invest the time to learn

to use our products, and if we are unable to make our products, services, and systems easier to learn to use, our user growth or engagement

operate in a public-facing industry where negative publicity, whether or not justified, can spread rapidly through, among other things,

social media.

To the extent that we are unable to respond timely and appropriately to negative publicity, our reputation and brand could

Moreover, even if we are able to respond in a timely and appropriate manner, we cannot be certain that it will be timely or

sufficient to not cause us to suffer reputational and brand damage, which could affect our revenue, business, results of operations,

and financial condition.

marketing efforts to help grow our business may not be effective.

awareness of our Platform is important to our ability to grow our business and to attract new users and customers in the future, which

can be costly.

We believe that much of the growth in the number of users of our B2C Platform prior to the Operational Cessation was attributable

to our paid marketing initiatives.

Our future marketing efforts may include a combination of bonus offerings, affiliate marketing programs,

social media engagement, radio, video, podcasts, search engine optimization, and keyword search campaigns.

Our marketing initiatives

may become increasingly expensive and generating a meaningful return on these initiatives may become difficult.

Even if we successfully

increase revenue as a result of these marketing efforts, it may not offset the additional marketing expenses we incur.

If our marketing

efforts intended to help grow our business are not effective, we expect that our business, financial condition, and results of operations

would be adversely affected.

we fail to detect fraud or misappropriation of proprietary information, including by our users, customers, and employees, our reputation

and brand may suffer, which could negatively impact our business, financial condition, and results of operations and can subject us to

investigations and litigation.

have in the past, and may in the future, incur losses from various types of fraud, which may include the use of stolen or fraudulent

payment card data, claims of unauthorized payments by a user and attempted payments by users with insufficient funds, referral fraud

by affiliates, fraud with respect to background checks, fraud by employees, including our couriers, and account takeovers of user accounts

by bad actors, or phishing.

Bad actors use increasingly sophisticated methods to engage in illegal activities involving personal information,

such as unauthorized use of another person’s identity, account information, or payment information and unauthorized acquisition

or use of payment card details, bank account information, and mobile phone numbers and accounts.

of fraud may involve various tactics, including collusion.

Successful exploitation of our technology could have negative effects on our

product offerings, services, and user experience and could harm our reputation.

Failure to discover such acts or schemes in a timely

manner could result in harm to our operations.

In addition, negative publicity related to such schemes could have an adverse effect on

our brand and reputation, potentially causing a material adverse effect on our business, financial condition, and results of operations

and could cause the value of our securities to decline or become worthless.

In the event of the occurrence of any such issues with our

existing technology or product offerings, substantial engineering and marketing and other resources, and management attention, may be

diverted from other projects and requirements to correct these issues, which may delay other projects and the achievement of our strategic

addition, any misappropriation of, or access to, users’ or other proprietary information or other breach of our information security

could result in legal claims or legal proceedings, including regulatory investigations and actions, or liability for failure to comply

with privacy and information security laws, including for failure to protect personal information or for misusing personal information,

which could disrupt our operations, force us to modify our business practices, require us to comply with costly remediation requirements,

damage our brand and reputation, and expose us to claims from our users, regulators, employees, and other parties, any of which could

have an adverse effect on our business, financial condition, and results of operations.

may be liable for these acts of fraud.

For example, under current payment card industry practices, we may be liable for use of funds

on our products with fraudulent payment card data, even if the associated financial institution approved the transaction.

Despite measures

we have taken to detect and reduce the occurrence of fraudulent or other malicious activity on our offerings, we cannot guarantee that

any of our measures will be effective or will scale efficiently with our business.

Our failure to adequately detect or prevent fraudulent

transactions could harm our reputation or brand, result in litigation or regulatory action that may include fines and penalties, and

lead to expenses, all of which could adversely affect our business, financial condition, and results of operations and could cause the

value of our securities to decline or become worthless.

growth prospects may suffer if we are unable to develop successful offerings or if we fail to pursue additional offerings.

if we fail to make the right investment decisions in our offerings and technology, we may not attract and retain key users and customers

and our revenue, business, financial condition, and results of operations may decline.

industry in which we operate is subject to rapid and frequent changes in standards, technologies, products, and service offerings, as

well as in consumer demands and expectations and regulations.

We must continuously make decisions regarding which offerings and technology

we should invest in to meet user and consumer demand in compliance with evolving industry standards and regulatory requirements, and

to grow we must continually introduce and successfully market new and innovative technologies, offerings, and enhancements to remain

competitive and effectively stimulate user and customer demand, acceptance, and engagement.

Our ability to engage, retain, and increase

our user and customer base and to increase our revenue will depend heavily on our ability to successfully create new offerings, both

independently and together with third parties.

We may introduce significant changes to our existing technology and offerings or develop

and introduce new and unproven products, services, and systems, any of which we may have little or no prior development or operating

The process of developing new offerings and systems is inherently complex and uncertain, and new offerings may not be well

received by users, even if well-reviewed and of high quality.

If we are unable to develop technology and products, services, and systems

that address users’ needs or enhance and improve our existing technology and offerings in a timely manner, it could have a material

adverse effect on our business, financial condition, and results of operations and could cause the value of our securities to decline

or become worthless.

we intend to continue investing in our research and development efforts to the extent we have sufficient funds to do so, if our new or

enhanced offerings fail to engage our users or customers, we may fail to attract or retain users or customers or to generate sufficient

revenue, operating margin, or other value to justify our investments, any of which may seriously harm our business.

In addition, management

may not properly ascertain or assess the risks of new initiatives, and subsequent events may alter the risks that were evaluated at the

time we decided to execute any new initiative.

Creating additional offerings can also divert our management’s attention from other

business issues and opportunities.

Even if our new offerings attain market acceptance, those new offerings could exploit the market share

of our other product offerings or share of our users’ wallets in a manner that could negatively impact such offerings.

such offering expansion will increase the complexity of our business and place an additional burden on our management, operations, technical

systems, and financial resources, and we may not recover the often-substantial up-front costs of developing and marketing new offerings

or recover the opportunity cost of diverting management and financial resources away from other offerings.

In the event of continued

growth of our operations, products, or in the number of third-party relationships, we may not have adequate resources, financially, operationally,

technologically, or otherwise, to support such growth and the quality of our technology, offerings, or our relationships with third parties

could suffer.

In addition, failure to effectively identify, pursue, and execute new business initiatives, or to efficiently adapt our

processes and infrastructure to meet the needs of our innovations, may adversely affect our business, financial condition, and results

of operations and could cause the value of our securities to decline or become worthless.

Any new offerings may also require our users

to utilize new skills to use our offerings.

This could create a lag in adoption of new offerings and new user additions related to any

new offerings.

To the extent that future users, including those in older demographics, are less willing to invest the time to learn to

use our products, and if we are unable to make our products, services, and systems easier to learn to use, our user growth or engagement

could be affected, and our business could be harmed.

We may develop new products, services and systems that increase user engagement and

costs without increasing revenue.

Additionally, we may make

bad or unprofitable decisions regarding these investments.

If new or existing competitors offer more attractive offerings, we may lose

users or users may decrease their spending on our offerings.

New player demands, superior competitive offerings, new industry standards,

We may develop new products, services and systems that increase user engagement

and costs without increasing revenue.

Additionally,

we may make bad or unprofitable decisions regarding these investments.

If competitors offer more attractive offerings, we may lose users

or users may decrease their spending on our offerings.

Changing player demands, superior competitive offerings, evolving industry standards,

or changes in the regulatory environment could render our existing offerings unattractive, unmarketable, or obsolete and require us to

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Our failure to adapt to a rapidly changing market or evolving

user and customer demands could harm our business, financial condition, and results of operations.

Any failure to offer high-quality user support

may harm our relationships with users and could adversely affect our reputation, brand, business, financial condition, and results of

Our ability to attract and

retain qualified support personnel is dependent in part on the ease and reliability of our offerings, including our ability to provide

high-quality support.

Users on our Platform depend on our support organization to resolve any issues relating to our offerings, such as

technical questions around how to use our app and web-based properties or information regarding our Data Services.

Our ability to provide

effective and timely support is largely dependent on our ability to attract and retain service providers who are qualified to support

users and sufficiently knowledgeable regarding our offerings.

As we continue to grow our business and improve our offerings, we will face

challenges related to providing quality support services at scale.

As users in new domestic and international jurisdictions acquire our

services, our support organization will face additional challenges, including those associated with delivering support in languages other

than English.

As a result of the COVID-19 pandemic and other market conditions, the employment market is challenging, which may impact

the availability of service providers and as a result, our ability to provide effective and timely support and an increase in response

Any failure to provide efficient user support, or a market perception that we do not maintain high-quality support, could adversely

affect our reputation, brand, business, financial condition, and results of operations.

Information Technology Risks

We rely on information technology and other

systems and services, and any failures, errors, defects, or disruptions in our systems or the availability of our services could diminish

our brand and reputation, subject us to liability, disrupt our business, affect our ability to scale our technical infrastructure, and

adversely affect our operating results and growth prospects.

Our software applications and systems, and the third-party platforms upon

which they are made available, could contain undetected errors.

Our technology infrastructure

is critical to the performance of our offerings and to user and customer satisfaction.

We devote significant resources to network and

data security to protect our systems and data and aim to make our operations and our solutions more streamlined, automated, and cost-effective

by using advanced technologies, including distributed ledger technology.

The application of these technologies in our solutions is still

under development.

However, our systems may not be adequately designed with the necessary reliability and redundancy to avoid performance

delays or outages that could be harmful to our business.

We cannot assure you that the measures we take to prevent or hinder cyber-attacks

and protect our systems, data, and user and customer information and to prevent outages, data, or information loss, fraud, and to prevent

or detect security breaches, including a disaster recovery strategy for server and equipment failure and back-office systems and the use

of third parties for certain cybersecurity services, will provide absolute security.

We have experienced, and we may in the future experience,

website disruptions, outages and other performance problems due to a variety of factors, including infrastructure changes, human or software

errors and capacity constraints.

user and customer demands could harm our business, financial condition, and results of operations and could cause the value of our securities

to decline or become worthless.

failure to offer high-quality user support may harm our relationships with users and could adversely affect our reputation, brand, business,

financial condition, and results of operations.

ability to attract and retain qualified support personnel is dependent in part on the ease and reliability of our offerings, including

our ability to provide high-quality support.

Users on our Platform have and will continue to depend on our support organization to resolve

any issues relating to our offerings, such as technical questions around how to use our app and web-based properties or information regarding

our Data Services.

Our ability to provide effective and timely support when operations resume will be largely dependent on our ability

to attract and retain service providers who are qualified to support users and sufficiently knowledgeable regarding our offerings.

we restart our business and reintroduce and improve our offerings, we will face challenges related to providing quality support services

As users in new domestic and international jurisdictions acquire our services, our support organization will face additional

challenges, including those associated with delivering support in languages other than English.

The complex employment market and low

unemployment rates may impact the availability of service providers and as a result, our ability to provide effective and timely support

and an increase in response time.

Any failure to provide efficient user support, or a market perception that we do not maintain high-quality

support, could adversely affect our reputation, brand, business, financial condition, and results of operations and could cause the value

of our securities to decline or become worthless.

Technology Risks

rely on information technology and other systems and services, and any failures, errors, defects, or disruptions in our systems or the

availability of our services could diminish our brand and reputation, subject us to liability, disrupt our business, affect our ability

to scale our technical infrastructure, and adversely affect our operating results and growth prospects.

Our software applications and

systems, and the third-party platforms upon which they are made available, could contain undetected errors.

technology infrastructure is critical to the performance of our offerings and to user and customer satisfaction.

We have devoted and

expect to continue to devote significant resources to network and data security to protect our systems and data and aim to make our operations

and our solutions more streamlined, automated, and cost-effective.

Despite our expenditures, our systems may not be adequately designed

with the necessary reliability and redundancy to avoid performance delays or outages that could be harmful to our business.

we take may not be sufficient to prevent or hinder cyber-attacks and protect our systems, data, and user and customer information and

to prevent outages, data, or information loss, fraud, and to prevent or detect security breaches, including a disaster recovery strategy

for server and equipment failure and back-office systems and the use of third parties for certain cybersecurity services.

We have experienced,

and we may in the future experience, website disruptions, outages and other performance problems due to a variety of factors, including

infrastructure changes, human or software errors and capacity constraints.

Such disruptions have not had a material impact on us;

however, future disruptions from unauthorized

access to, fraudulent manipulation of, or tampering with our computer systems and technological infrastructure, or those of third parties,

could result in a wide range of negative outcomes, each of which could materially adversely affect our business, financial condition,

results of operations and prospects.

Additionally, our application

and web-based products may contain errors, bugs, flaws, or corrupted data, and these defects may only become apparent after their launch.

If a particular product offering is unavailable when users or customers attempt to access it or navigation through our offerings is slower

than they expect, users may be unable to timely acquire their lottery games and may be less likely to use our Platform again, if at all.

Furthermore, programming errors, defects, and data corruption could disrupt our operations, adversely affect the experience of our users

or customers, harm our reputation, cause our users to stop utilizing our offerings, divert our resources, and delay market acceptance

of our offerings, any of which could result in liability to us or harm our business, financial condition, and results of operations.

If our user and customer base

and engagement continue to grow, and the amount and types of offerings continue to grow and evolve, we will need an increasing amount

of technical infrastructure, including network capacity and computing power, to continue to satisfy our users’ and customers’

future disruptions from unauthorized access to, fraudulent manipulation of, or tampering with our computer systems and technological

infrastructure, or those of third parties, could result in a wide range of negative outcomes, each of which could materially adversely

affect our business, financial condition, results of operations and prospects.

Additionally,

our application and web-based products may contain errors, bugs, flaws, or corrupted data, and these defects may only become apparent

after their launch.

If a particular product offering is unavailable when users or customers attempt to access it or navigation through

our offerings is slower than they expect, users may be unable to timely acquire their lottery games and may be less likely to use our

Platform again, if at all.

Furthermore, programming errors, defects, and data corruption could disrupt our operations, adversely affect

the experience of our users or customers, harm our reputation, cause our users to stop utilizing our offerings, divert our resources,

and delay market acceptance of our offerings, any of which could result in liability to us or harm our business, financial condition,

and results of operations and could cause the value of our securities to decline or become worthless.

our user and customer base and engagement grows, and the amount and types of offerings we provide grow and evolve, we will need an increasing

amount of technical infrastructure, including network capacity and computing power, to satisfy our users’ and customers’

Such infrastructure expansion may be complex, and unanticipated delays in completing these projects or availability of components

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further degrade the user or customer experience or increase our costs.

As such, we could fail to continue to effectively scale and grow

our technical infrastructure to accommodate increased demands.

In addition, our business may be subject to interruptions, delays or failures

resulting from adverse weather conditions, other natural disasters, power loss, terrorism, cyber-attacks, public health emergencies (such

as the COVID-19 pandemic), or other catastrophic events.

We believe that if our users

or customers have a negative experience with our offerings, or if our brand or reputation is negatively affected, users and customers

may be less inclined to continue or resume utilizing our products and services or to recommend our offerings to other potential users

As such, we could fail to effectively scale and grow our technical

infrastructure to accommodate increased demands.

In addition, our business may be subject to interruptions, delays or failures resulting

from adverse weather conditions, other natural disasters, power loss, terrorism, cyber-attacks, public health emergencies, or other catastrophic

believe that if our users or customers have a negative experience with our offerings, or if our brand or reputation is negatively affected,

users and customers may be less inclined to utilize our products and services or to recommend our offerings to other potential users

and customers.

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and operating results.

Despite our security measures, our information

technology and infrastructure may be vulnerable to attacks by hackers, breached due to employee error, malfeasance, or other cybersecurity

risks or disruptions.

Any such breach could compromise our networks and the information stored there could be accessed, publicly disclosed,

lost or stolen.

Any such access, disclosure, or other loss of information could result in legal claims or proceedings, liability under

laws that protect the privacy of personal information, and regulatory penalties, fines, and the payment of damages, restrictions on our

ability to use data, disruption of our operations and the services we provide to users, damage to our reputation, and a loss of confidence

in our products, services, and systems, which could adversely affect our business.

The secure maintenance and

transmission of personally identifiable information of our users is a critical element of our operations.

Our information technology and

other systems that maintain and transmit user information, or those of our customers, service providers, business partners, or employees

may be compromised by a malicious third-party penetration of our network security, or that of a third-party service provider or business

partner or impacted by intentional or unintentional actions or inactions by our employees, or those of a third-party service provider

or business partner.

As a result, our users’ information may be lost, disclosed, accessed, or taken without our users’ consent.

We have experienced attempts to breach our systems and other similar incidents in the past and anticipate that it may occur in the future.

For example, we expect that we will be subject to attempts to gain unauthorized access to or through our information systems, whether

by our employees or third parties, including cyber-attacks by computer programmers and hackers who may develop and deploy viruses, worms

or other malicious software programs.

To date, attempts to breach our systems have not had a material impact on our business, operations,

or financial results, but we cannot provide assurance that they will not have a material impact in the future.

We rely on encryption and

authentication technology licensed from third parties in an effort to securely transmit confidential and sensitive information, including

payment card information.

Advances in computer capabilities, new technological discoveries, or other developments may result in the whole

or partial failure of this technology to protect transaction data or other confidential and sensitive information from being breached

or compromised.

In addition, apps and websites are often attacked through compromised credentials, including those obtained through phishing

and credential stuffing.

Our security measures, and those of our third-party service providers, may not detect or prevent all attempts

to breach our systems, denial-of-service attacks, viruses, malicious software, break-ins, phishing attacks, social engineering, security

breaches, or other attacks and similar disruptions that may jeopardize the security of information stored in or transmitted by our apps,

websites, networks, and systems or that we or such third parties otherwise maintain, including payment card systems, which may subject

us to fines or higher transaction fees or limit or terminate our access to certain payment methods.

We and such third parties may not

anticipate or prevent all types of attacks until after they have already been launched.

Further, techniques used to obtain unauthorized

access to or sabotage systems change frequently and may not be known until launched against us or our third-party service providers.

In addition, distributed ledger

technology is an emerging technology that offers new capabilities that are not fully proven in use.

As with other novel software products,

the computer code underpinning the distributed ledger technology used in our Platform may contain errors, or function in unexpected ways

and may cause the software to break or function incorrectly.

Furthermore, security breaches

can also occur as a result of non-technical issues, including intentional or inadvertent breaches by our employees or by third parties.

These risks may increase over time as the complexity and number of technical systems and applications we use also increases.

of our security measures or those of our third-party service providers or cybersecurity incidents could result in unauthorized access

to our sites, networks, and systems;

unauthorized access to and misappropriation of user information, including users’ personally

identifiable information, or other confidential or proprietary information of ourselves or third parties;

viruses, worms, spyware, or

other malware being served from our sites, networks, or systems;

deletion or modification of content or the display of unauthorized content

on our sites;

our security measures, our information technology and infrastructure may be vulnerable to attacks by hackers, breached due to employee

error, malfeasance, or other cybersecurity risks or disruptions.

Any such breach could compromise our networks and the information stored

there could be accessed, publicly disclosed, lost or stolen.

Any such access, disclosure, or other loss of information could result in

legal claims or proceedings, liability under laws that protect the privacy of personal information, and regulatory penalties, fines,

and the payment of damages, restrictions on our ability to use data, disruption of our operations and the services we provide to users,

damage to our reputation, and a loss of confidence in our products, services, and systems, which could adversely affect our business.

secure maintenance and transmission of personally identifiable information of our users is a critical element of our operations.

information technology and other systems that maintain and transmit user information, or those of our customers, service providers, business

partners, or employees may be compromised by a malicious third-party penetration of our network security, or that of a third-party service

provider or business partner or impacted by intentional or unintentional actions or inactions by our employees, or those of a third-party

service provider or business partner.

As a result, our users’ information may be lost, disclosed, accessed, or taken without our

users’ consent.

We have experienced attempts to breach our systems and other similar incidents in the past and anticipate that

it may occur in the future.

For example, we expect that we will be subject to attempts to gain unauthorized access to or through our

information systems, whether by our employees or third parties, including cyber-attacks by computer programmers and hackers who may develop

and deploy viruses, worms or other malicious software programs.

To date, attempts to breach our systems have not had a material impact

on our business, operations, or financial results, but we cannot provide assurance that they will not have a material impact in the future.

rely on encryption and authentication technology licensed from third parties in an effort to securely transmit confidential and sensitive

information, including payment card information.

Advances in computer capabilities, new technological discoveries, or other developments

may result in the whole or partial failure of this technology to protect transaction data or other confidential and sensitive information

from being breached or compromised.

In addition, apps and websites are often attacked through compromised credentials, including those

obtained through phishing and credential stuffing.

Our security measures, and those of our third-party service providers, may not detect

or prevent all attempts to breach our systems, denial-of-service attacks, viruses, malicious software, break-ins, phishing attacks, social

engineering, security breaches, or other attacks and similar disruptions that may jeopardize the security of information stored in or

transmitted by our apps, websites, networks, and systems or that we or such third parties otherwise maintain, including payment card

systems, which may subject us to fines or higher transaction fees or limit or terminate our access to certain payment methods.

such third parties may not anticipate or prevent all types of attacks until after they have already been launched.

Further, techniques

used to obtain unauthorized access to or sabotage systems change frequently and may not be known until launched against us or our third-party

service providers.

addition, distributed ledger technology is an emerging technology that offers new capabilities that are not fully proven in use.

other novel software products, the computer code underpinning the distributed ledger technology used in our Platform may contain errors,

or function in unexpected ways and may cause the software to break or function incorrectly.

security breaches can also occur as a result of non-technical issues, including intentional or inadvertent breaches by our employees

or by third parties.

These risks may increase over time as the complexity and number of technical systems and applications we use also

Breaches of our security measures or those of our third-party service providers or cybersecurity incidents could result in

unauthorized access to our sites, networks, and systems;

unauthorized access to and misappropriation of user information, including users’

personally identifiable information, or other confidential or proprietary information of ourselves or third parties;

viruses, worms,

spyware, or other malware being served from our sites, networks, or systems;

deletion or modification of content or the display of unauthorized

content on our sites;

interruption, disruption, or malfunction of operations;

costs relating to breach remediation, deployment of additional personnel

and protection technologies, response to governmental investigations, and media inquiries and coverage;

engagement of third-party experts

and consultants;

costs relating to breach remediation, deployment of additional

personnel and protection technologies, response to governmental investigations, and media inquiries and coverage;

engagement of third-party

experts and consultants;

or litigation, regulatory action, and other potential liabilities.

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of these breaches of security should occur and be material, our reputation and brand could be damaged, our business may suffer, we could

be required to expend significant capital and other resources to alleviate problems caused by such breaches, and we could be exposed to

a risk of loss, litigation, or regulatory action and possible liability.

be required to expend significant capital and other resources to alleviate problems caused by such breaches, and we could be exposed

to a risk of loss, litigation, or regulatory action and possible liability.

We cannot guarantee that recovery protocols and backup systems

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additional personnel and protection technologies, train employees, and engage third-party experts and consultants.

In addition, any party who

is able to illicitly obtain access to a user’s account could access the user’s transaction data or personal information, resulting

in the perception that our systems are insecure.

Any compromise or breach of our security measures, or those of our third-party service

providers, could violate applicable privacy, data protection, data security, network, and information systems security and other laws

and cause significant legal and financial exposure, adverse publicity, negative impact to our brand and reputation, and a loss of confidence

in our security measures, which could have a material adverse effect on our business, financial condition, and results of operations.

We continue to devote significant resources to protect against security breaches or we may need to in the future to address problems caused

by breaches, including notifying affected users in accordance with regulatory requirements and responding to any resulting litigation,

which in turn, diverts resources from the growth and expansion of our business.

Because we maintain certain information

about our users, we are subject to various privacy laws both in the U.S.

and internationally.

Our failure to comply with such laws

could expose us to penalties, fines, and litigation, and it could adversely impact our reputation and brand, any of which could adversely

affect our business.

We are subject to various

privacy laws in the U.S.

addition, any party who is able to illicitly obtain access to a user’s account could access the user’s transaction data or

personal information, resulting in the perception that our systems are insecure.

Any compromise or breach of our security measures, or

those of our third-party service providers, could violate applicable privacy, data protection, data security, network, and information

systems security and other laws and cause significant legal and financial exposure, adverse publicity, negative impact to our brand and

reputation, and a loss of confidence in our security measures, which could have a material adverse effect on our business, financial

condition, and results of operations and could cause the value of our securities to decline or become worthless.

We plan to continue

to devote significant resources to protect against security breaches or we may need to in the future to address problems caused by breaches,

including notifying affected users in accordance with regulatory requirements and responding to any resulting litigation, which in turn,

diverts resources from the growth and expansion of our business.

we maintain certain information about our users, we are subject to various privacy laws both in the U.S.

and internationally.

In California, for example, the California Consumer Privacy Act (the “CCPA”)

has created rights for California citizens to request reports of how their information is collected and used, to request copies of their

information, and to request, with some limitations, for their information to be deleted.

The CCPA also requires companies to give Californians

the ability to opt out of the sale of their personal information and creates potential liability for companies that fail to take adequate

steps to protect personal information where that failure results in a data breach.

Virginia and other states have enacted, or are considering,

data privacy laws similar to the CCPA.

In the European Union, the

General Data Protection Regulation (the “GDPR”) significantly expanded the rules on using personal data and increased the

risks of processing personal data.

to comply with such laws could expose us to penalties, fines, and litigation, and it could adversely impact our reputation and brand,

any of which could adversely affect our business.

are subject to various privacy laws in the U.S.

and internationally and we expect that new industry standards, laws and regulations will

continue to be proposed regarding privacy, data protection and information security in many jurisdictions, including the California Consumer

Privacy Act of 2018, which went effective January 1, 2020 and the California Consumer Privacy Rights Act (“CCPA”), which

went effective on January 1, 2023, which impose obligations for the handling, disclosure and deletion of personal information for California

Virginia and other states have enacted, or are considering enacting, data privacy laws similar to the CCPA.

Certain of these

laws, including the CCPA also requires companies to give residents the ability to opt out of the sale of their personal information and

creates potential liability for companies that fail to take adequate steps to protect personal information where that failure results

in a data breach.

the European Union, the General Data Protection Regulation (the “GDPR”) significantly expanded the rules on using personal

data and increased the risks of processing personal data.

Some of the new requirements include:

● accountability

and transparency requirements, which will require those who control data to demonstrate and record compliance and provide certain detailed

information to users regarding the ways in which data is used and processed;

data consent requirements, which includes “explicit” consent with regard to information the regulation classifies as sensitive

● obligations

to consider data privacy as new products, services and systems are developed, including ways to limit accessibility of data as well as

the amount of information collected, processed, and stored;

● constraints

on using data to profile users;

● obligations

to provide users with personal data in a usable format on request and to erase personal data in certain circumstances;

to data protection authorities of potential breaches without undue delay (72 hours, where feasible).

Other international jurisdictions

in which the Company operates, or its services are available, have implemented, or are considering implementing, data privacy laws similar

Our policies and procedures for compliance with data privacy laws, may not be implemented correctly or our management,

employees or agents may not comply with the new procedures.

Failure to comply with data privacy laws may have serious financial consequences.

We could face significant sanctions, statutory damages, and damage to our reputation resulting in a material adverse effect on our results

of operations, business, or financial condition.

Our business could be adversely impacted

by changes in the Internet and mobile device accessibility of users.

Our business depends on users’

access to our Platform via a mobile device or personal computer and the Internet.

We may operate in jurisdictions that provide limited

data or Internet connectivity, particularly as we expand internationally.

Internet access and access to a mobile device or personal computer

are frequently provided by companies with significant market power that could take actions that degrade, disrupt, or increase the cost

of consumers’ ability to access our Platform.

In addition, the Internet infrastructure that we and users of our Platform rely on

in any particular geographic area may be unable to support the demands placed upon it and could interfere with the speed and availability

of our Platform.

Any such failure in Internet or mobile device or computer accessibility, even for a short period of time, could adversely

affect our results of business, financial condition, and results of operations.

We operate in a rapidly evolving industry

and if we fail to successfully develop, market, or sell new products or adopt new technology platforms, it could materially adversely

affect our business, results of operations, and financial condition.

Our Platform and other software

products compete in a market characterized by rapid technological advances, evolving standards in software and hardware technology, and

frequent new product introductions and enhancements that may render existing products, services, and systems obsolete.

Competitors are

continuously upgrading their product offerings with new features, functions, and content.

In addition, we continuously refine our software

and technology platform to address regulatory changes in the markets in which we operate or plan to operate.

In order to remain competitive,

we will need to continuously modify and enhance our technology platform and service offerings.

We cannot assure you that

we will be able to respond to rapid technological or regulatory changes in our industry.

In addition, the introduction of new products

or updated versions of existing products and the underlying technology that supports such products has inherent risks, including, but

not limited to, risks concerning:

● product quality, including the possibility of

software or hardware defects, which could result in claims against us or the inability to sell our products;

● the accuracy of our estimates of user or customer

demand, and the fit of the new products and features with users’ or customers’ needs;

● the need to educate our sales, marketing and

services personnel to work with the new products and features, which may strain our resources and lengthen sales cycles;

● market acceptance of initial product releases;

● competitor product introductions or regulatory

changes that render our new products obsolete.

Because we commit substantial

resources to developing new offerings and services, if the markets for these new offerings or services do not develop as anticipated,

or demand for our products, services and systems in these markets does not materialize or materializes later than we expect, we will have

expended substantial resources and capital without realizing sufficient offsetting or resulting revenue, and our business, financial condition,

and operating results could be materially adversely affected.

Developing, enhancing and localizing software is expensive, and the investment

in product development may involve a long payback cycle.

Our future plans include significant additional investments in development of

our software, hardware, and other proprietary and intellectual property required for our technology.

We believe that we must continue

to dedicate a significant amount of resources to our development efforts to maintain our competitive position.

However, we may not receive

significant revenue from these investments for several years, if at all.

In addition, as we or our competitors introduce new or enhanced

offerings, the demand for our offerings, may decline.

We may not timely and effectively scale

and adapt our existing technology and network infrastructure to ensure that our Platform is accessible, which would adversely affect our

business, reputation, financial condition, and results of operations.

We expect to continue to make

significant investments to maintain and improve the availability of our Platform and to enable rapid releases of new features and services.

However, it may become increasingly difficult to maintain and improve the availability of our Platform, especially during peak usage times

and as our Platform becomes more complex and our user and customer traffic increases.

If our Platform is unavailable when users and customers

attempt to access it or it does not respond as quickly as they expect or it experiences capacity constraints due to an overwhelming number

of users or customers accessing our Platform simultaneously, users or customers may seek other offerings, and may not return to our Platform

as often in the future, or at all.

This would adversely affect our ability to attract users and customers and decrease the frequency with

which they use our Platform.

To the extent that we do not effectively address capacity constraints, upgrade our systems as needed, or

continually develop our technology and network architecture to accommodate actual and anticipated changes in technology, our business,

reputation, financial condition, and results of operations would be adversely affected.

Our Platform may be vulnerable to risks,

both foreseen and unforeseen, arising from the new and untested nature of distributed ledger technology.

Our Platform currently leverages

distributed ledger technology by preserving a cryptographic ledger of the user identification, draw identification, ticket identification,

and game numbers into an immutable ledger.

The distributed ledger is append-only and keeps a complete record of all changes to the provided

data that cannot be deleted, modified, or overwritten.

Distributed ledger technology is a relatively new, untested and evolving technology.

Accordingly, the further development and future viability of this technology is generally uncertain, and practical and ideological challenges,

both known and unknown, may prevent its further development or integration into the Platform.

Regulatory and Compliance Risks

There is no certainty that in the future

a jurisdiction will not enact, amend, or reinterpret laws and regulations governing our operations in ways that impair our revenues, cause

us to incur additional legal and compliance costs and other operating expenses, or are otherwise not favorable to our existing operations

accountability and transparency

requirements, which require those who control data to demonstrate and record compliance and provide certain detailed information

to users regarding the ways in which data is used and processed;

enhanced data consent requirements,

which includes “explicit” consent with regard to information the regulation classifies as sensitive data;

obligations to consider

data privacy as new products, services and systems are developed, including ways to limit accessibility of data as well as the amount

of information collected, processed, and stored;

constraints on using data

to profile users;

obligations to provide

users with personal data in a usable format on request and to erase personal data in certain circumstances;

reporting to data protection

authorities of potential breaches without undue delay (72 hours, where feasible).

international jurisdictions in which the Company operates, or its services are available, have implemented, or are considering implementing,

data privacy laws similar to the GDPR.

Our policies and procedures for compliance with data privacy laws, may not be implemented correctly

or our management, employees or agents may not comply with the new procedures.

Failure to comply with data privacy laws may have serious

financial consequences.

We could face significant sanctions, statutory damages, and damage to our reputation resulting in a material

adverse effect on our results of operations, business, or financial condition.

business could be adversely impacted by changes in the Internet and mobile device accessibility of users.

business depends on users’ access to our offerings via a mobile device or personal computer and the Internet.

We may operate in

jurisdictions that provide limited data or Internet connectivity, particularly as we expand internationally.

Internet access and access

to a mobile device or personal computer are frequently provided by companies with significant market power that could take actions that

degrade, disrupt, or increase the cost of consumers’ ability to access our offerings.

In addition, the Internet infrastructure

that we and our users rely on in any particular geographic area may be unable to support the demands placed upon it and could interfere

with the speed and availability of our offerings.

Any such failure in Internet or mobile device or computer accessibility, even for a

short period of time, could adversely affect our results of business, financial condition, and results of operations and could cause

the value of our securities to decline or become worthless.

operate in a rapidly evolving industry and if we fail to successfully develop, market, or sell new products or adopt new technology platforms,

it could materially adversely affect our business, results of operations, and financial condition.

Platform and other software products are in a market characterized by rapid technological advances, evolving standards in software and

hardware technology, and frequent new product introductions and enhancements that may render existing products, services, and systems

Competitors are continuously upgrading their product offerings with new features, functions, and content.

In addition, we may

be required to refine our software and technology platform to address regulatory changes in the markets in which we operate or plan to

In order to become competitive, we may need to periodically modify and enhance our technology platform and service offerings.

cannot assure you that we will be able to respond to rapid technological or regulatory changes in our industry.

In addition, the introduction

of new products or updated versions of existing products and the underlying technology that supports such products has inherent risks,

including, but not limited to, risks concerning:

product quality, including

the possibility of software or hardware defects, which could result in claims against us or the inability to sell our products;

the accuracy of our estimates

of user or customer demand, and the fit of the new products and features with users’ or customers’ needs;

the need to educate our

sales, marketing and services personnel to work with the new products and features, which may strain our resources and lengthen sales

market acceptance of initial

product releases;

competitor product introductions

or regulatory changes that render our new products obsolete.

enhancing and localizing software is expensive, and the investment in product development may involve a long payback cycle.

we believe that we must dedicate a significant amount of resources to our development efforts to maintain our competitive position.

funding for such development efforts may not be available on favorable terms if at all, and we may not receive significant revenue from

these investments for several years, if at all.

In addition, as we or our competitors introduce new or enhanced offerings, the demand

for our offerings, may decline.

may not timely and effectively scale and adapt our technology and network infrastructure to ensure that our Platform is accessible, which

would adversely affect our business, reputation, financial condition, and results of operations.

it becomes operational, we expect to make significant investments to improve the availability of our Platform and to enable rapid releases

of new features and services, funding permitting.

However, it may become increasingly difficult to maintain and improve the availability

of our Platform, especially during peak usage times and as our Platform becomes more complex and if our user and customer traffic increases.

If our Platform is unavailable when users and customers attempt to access it or it does not respond as quickly as they expect or it experiences

capacity constraints due to an overwhelming number of users or customers accessing our Platform simultaneously, users or customers may

seek other offerings, and may not return to our Platform as often in the future, or at all.

This would adversely affect our ability to

attract users and customers and decrease the frequency with which they use our Platform.

To the extent that we do not effectively address

capacity constraints, upgrade our systems as needed, or develop our technology and network architecture to accommodate actual and anticipated

changes in technology, our business, reputation, financial condition, and results of operations would be adversely affected.

Platform may be vulnerable to risks, both foreseen and unforeseen, arising from the new and untested nature of distributed ledger technology.

to the Operational Cessation, our Platform utilized distributed ledger technology by preserving a cryptographic ledger of the user identification,

draw identification, ticket identification, and game numbers into an immutable ledger.

The distributed ledger was append-only and kept

a complete record of all changes to the provided data that could not be deleted, modified, or overwritten.

Distributed ledger technology

is a relatively new, untested and evolving technology.

Accordingly, the further development and future viability of this technology is

generally uncertain, and practical and ideological challenges, both known and unknown, may prevent its further development or integration

into the Platform.

and Compliance Risks

jurisdiction may enact, amend, or reinterpret laws and regulations governing our operations in ways that impair our revenues, cause us

to incur additional legal and compliance costs and other operating expenses, or are otherwise not favorable to our existing operations

or planned growth, all of which may have a material adverse effect on us or our results of operations, cash flow, or financial condition.

Our business is subject to

extensive regulation by multiple domestic and foreign governmental authorities and the laws and regulations governing companies conducting

sweepstakes and lottery related operations on the Internet and over mobile networks and purchasing of lottery tickets on behalf of others.

and federal laws in the U.S.

govern and, in some cases, limit our business practices.

For example, the Interstate Wagering Amendment

§ 1301 (the “Interstate Wagering Amendment”) limits our ability to purchase lottery games for a user located

in one state from a lottery authority located in another state, except under certain limited circumstances, such as where the lottery

authorities in the respective states allow the sales.

Therefore, for our users located within the U.S., we only purchase lottery games

for users geolocated to be physically situated within the U.S.

state or jurisdiction where the lottery game they are purchasing is being

conducted, unless an exception were to be authorized by the applicable lottery authorities.

addition, our business is subject to extensive regulation by multiple domestic and foreign governmental authorities and the laws and

regulations governing companies conducting sweepstakes and lottery related operations on the Internet and over mobile networks and purchasing

of lottery tickets on behalf of others.

Such laws and regulations within U.S.

and international jurisdictions are subject to change and the effect of such changes on our

ongoing and potential operations cannot be predicted with certainty.

Governmental authorities continually evaluate a wide range of issues

that impact the mobile and online lottery and gaming industries.

Accordingly, there can be no guarantee that in the future a jurisdiction

will not enact, amend, or reinterpret laws and regulations governing our operations in ways that impair our revenues, cause us to incur

additional legal and compliance costs and other operating expenses, or are otherwise not favorable to our existing operations or planned

growth, all of which may have a material adverse effect on us or our results of operations, cash flow, or financial condition.

There have been several proposed

state and federal bills to prohibit or restrict interactive or online lottery sales, some of which have been successful.

in 2015, the Minnesota legislature passed an amendment to the state’s lottery law prohibiting the sale of scratch lottery tickets

over the Internet.

In certain jurisdictions, the sale of lottery tickets through couriers is expressly unlawful.

For example, it is a

Class 1 misdemeanor to operate a lottery ticket courier service within the Commonwealth of Virginia.

We cannot assure you that laws

restricting the sale of lottery tickets via the Internet, through mobile networks or by courier, or that otherwise materially impact our

operations, including those relating to sweepstakes, will not be proposed or passed in the future at either the federal or state level

or by international governments.

Any proposal or passage of such laws may reduce our revenues or require us to expend a significant amount

of our funds and resources and incur additional legal and other expenses, thereby creating a material adverse effect on us or our results

of operations, cash flow, or financial condition.

Changes in the executive branches

of government at the state and federal level as well as internationally, may affect policies on lotteries and mobile gaming.

variations in the interpretation of The Federal Wire Act of 1961 (the “Wire Act”) by the Office of Legal Counsel

(the “OLC”) of the Department of Justice (the “DOJ”) has had a material impact on the online gaming and lottery

industry within the U.S.

For more information, see “ Item 1A.

Risk Factors — Regulatory and Compliance Risks — If

there is a final determination on the applicability of the Wire Act to our operations and it is determined or codified that the Wire Act

extends to transmission of lottery games in interstate or foreign commerce, certain of our operations that are not currently restricted

by statute or practice to a state’s territorial boundaries may be negatively impacted or eliminated, which may have a material adverse

effect on our business, financial conditions, and results of operations .” We do from time to time retain government affairs

specialists in domestic and international jurisdictions to advise elected and appointed officials regarding our perspectives on legislation

and regulations related to lottery and other aspects of our business, to monitor such legislation and regulations, and to otherwise provide

us with advice regarding our relations with such officials.

Such efforts, however, may not be successful in whole or in part and the change

of such laws or policies could have a material adverse effect on us or our results of operations, cash flow, or financial condition.

While we believe that we are

in compliance with all material domestic and international laws and regulatory requirements applicable to our business, we cannot ensure

that our activities or the activities of those third parties with whom we do business will not become the subject of regulatory or law

enforcement proceedings.

Further, lottery regulatory associations, including the Multi-State Lottery Association (the “MUSL”),

and certain lottery entities both domestically and internationally exercise significant authority regarding the means and manner in which

the lottery and its products are marketed and sold as well as the equipment, technology and services deployed by retailers and resellers

of such lottery products.

While we believe we are in compliance with all such applicable requirements, we cannot ensure that our activities

or the activities of those third parties with whom we do business will not become the subject of enforcement proceedings by such authorities

Any such proceeding by regulatory or law enforcement or associations or entities may have a material adverse effect on us

or our results of operations, cash flow, or financial condition.

If there is a final determination on the

applicability of the Wire Act to our operations and it is determined or codified that the Wire Act extends to transmission of lottery

games in interstate or foreign commerce, certain of our operations that are not currently restricted by statute or practice to a state’s

territorial boundaries may be negatively impacted or eliminated, which may have a material adverse effect on our business, financial conditions,

and international jurisdictions are subject to change and

the effect of such changes on our ongoing and potential operations cannot be predicted with certainty.

Governmental authorities continually

evaluate a wide range of issues that impact the mobile and online lottery and gaming industries.

As a result, a jurisdiction may enact,

amend, or reinterpret laws and regulations governing our operations in ways that impair our revenues, cause us to incur additional legal

and compliance costs and other operating expenses, or are otherwise not favorable to our existing operations or planned growth, all of

which may have a material adverse effect on us or our results of operations, cash flow, or financial condition.

have been several proposed state and federal bills to prohibit or restrict interactive or online lottery sales, some of which have been

For example, in 2015, the Minnesota legislature passed an amendment to the state’s lottery law prohibiting the sale

of scratch lottery tickets over the Internet.

In another case, the California legislature failed to pass assembly bill 1479 which would

have regulated lottery courier operations, leaving the status of couriers in a legal grey area.

In certain jurisdictions, the sale of

lottery tickets through couriers is expressly unlawful.

For example, it is a Class 1 misdemeanor to operate a lottery ticket courier

service within the Commonwealth of Virginia.

Laws restricting the sale of lottery tickets via the Internet, through mobile networks or

by courier, or that otherwise materially impact our operations, including those relating to sweepstakes, may be proposed or passed in

the future at either the federal or state level or by international governments.

For example, in April 2023, the Texas State Senate passed

Senate Bill 1820 (the “Texas Bill”), which would, among other things, prohibit online lottery gaming and the use of courier

services in Texas.

As of the date of this Report, the Texas Bill is under review of the Texas State House of Representatives.

Texas Bill is enacted into law as drafted, the new rules would be implemented by January 1, 2024.

Any proposal or passage of such laws

may reduce our revenues or require us to expend a significant amount of our funds and resources and incur additional legal and other

expenses, thereby creating a material adverse effect on us or our results of operations, cash flow, or financial condition.

in the executive branches of government at the state and federal level as well as internationally, may affect policies on lotteries and

mobile gaming.

For example, variations in the interpretation of The Federal Wire Act of 1961 (the “Wire Act”) by the Office

of Legal Counsel (the “OLC”) of the Department of Justice (the “DOJ”) has had a material impact on the online

gaming and lottery industry within the U.S.

For more information, see “- If there is a final determination on the applicability

of the Wire Act to our operations and it is determined or codified that the Wire Act extends to transmission of lottery games in interstate

or foreign commerce, certain of our operations that are not currently restricted by statute or practice to a state’s territorial

boundaries may be negatively impacted or eliminated, which may have a material adverse effect on our business, financial conditions,

and results of operations.

The Wire Act provides that

anyone engaged in the business of betting or wagering that knowingly uses a wire communication facility for the transmission in interstate

or foreign commerce of bets or wagers or information assisting in the placing of bets or wagers on any sporting event or contest, or for

the transmission of a wire communication that entitles the recipient to receive money or credit as a result of bets or wagers, or for

information assisting in the placing of bets or wagers, may be fined or imprisoned, or both.

However, the Wire Act provides that it shall

not be construed to prevent the transmission in interstate or foreign commerce of information for use in news reporting of sporting events

or contests, or for the transmission of information assisting in the placing of bets or wagers on a sporting event or contest from a state

or foreign country where betting on that sporting event or contest is legal into a state or foreign country in which such betting is legal.

Until 2011, there was uncertainty

as to whether the Wire Act prohibited the conduct of intrastate lottery transactions via the Internet by U.S.

states if such transactions

crossed state lines.

Essentially, there was a debate with regard to whether all of the prohibitions in the Wire Act applied only to bets

or wagers on a “sporting event or contest” as used in the Wire Act, or all bets or wagers.

In late 2011, the OLC issued an

opinion that concluded the conduct prohibited by the Wire Act was limited to sports gambling (the “2011 DOJ Opinion”).

the issuance of the 2011 DOJ Opinion, six state lotteries offered internet sales of scratch lottery games to in-state customers, and several

other states allowed subscription sales of draw games via the Internet.

Notably, in 2017, the Commonwealth of Pennsylvania authorized

the Pennsylvania Lottery to distribute lottery products, including scratch ticket games, through numerous channels that included web applications,

mobile applications, and social media.

In January 2019, the

OLC issued the 2019 Opinion, which concluded that the restrictions in the Wire Act on the transmission in interstate or foreign commerce

of bets and wagers was not limited to sports gambling but applied to all bets and wagers, including those involving state lotteries.

lawsuits were filed challenging the validity of the 2019 Opinion.

On June 3, 2019, the

federal district court in New Hampshire determined that the Wire Act applies exclusively to sports gambling and set aside the 2019 Opinion.

The New Hampshire federal district court declined, however, to issue a nationwide injunction in the case.

On August 16, 2019, the

DOJ appealed the New Hampshire federal district court’s decision to the First Circuit.

On January 20, 2021,

the First Circuit affirmed the District Court’s decision, determining that the Wire Act applies only to interstate wire communications

related to sporting events or contests.

Finding that the declaratory judgment was an adequate remedy at law, the First Circuit declined

to set aside the 2019 Opinion under the Administrative Procedure Act.

In addition to the First Circuit’s decision, the Fifth Circuit

has previously held the Wire Act prohibitions apply only to sports gambling.

Currently, there is no definitive ruling from the U.S.

Court on the issue, and the courts in other U.S.

Circuits might take a different position.

Because many of the Company’s operations

occur outside the jurisdiction of the First Circuit and the Fifth Circuit, and because the First Circuit did not set aside the 2019 Opinion,

we are still monitoring the potential impact of the 2019 Opinion on our business.

If courts outside the First Circuit or Fifth Circuit

Supreme Court take a different position on the applicability of the Wire Act to our operations, the Wire Act may have a material

” We have and may from time to time in the future retain government affairs specialists in domestic

and international jurisdictions to advise elected and appointed officials regarding our perspectives on legislation and regulations related

to lottery and other aspects of our business, to monitor such legislation and regulations, and to otherwise provide us with advice regarding

our relations with such officials.

Such efforts, however, may not be successful in whole or in part and the change of such laws or policies

could have a material adverse effect on us or our results of operations, cash flow, or financial condition.

we believe that we are in compliance with all material domestic and international laws and regulatory requirements applicable to our

business, we cannot ensure that our activities or the activities of those third parties with whom we do business will not become the

subject of regulatory or law enforcement proceedings.

Further, lottery regulatory associations, including the Multi-State Lottery Association

(the “MUSL”), and certain lottery entities both domestically and internationally exercise significant authority regarding

the means and manner in which the lottery and its products are marketed and sold as well as the equipment, technology and services deployed

by retailers and resellers of such lottery products.

While we believe we are in compliance with all such applicable requirements, our

activities or the activities of those third parties with whom we do business may become the subject of further inquiries, investigations

or enforcement proceedings by such authorities or entities.

Any such proceeding by regulatory or law enforcement or associations or entities

may have a material adverse effect on us or our results of operations, cash flow, or financial condition.

there is a final determination on the applicability of the Wire Act to our operations and it is determined or codified that the Wire

Act extends to transmission of lottery games in interstate or foreign commerce, certain of our operations that are not currently restricted

by statute or practice to a state’s territorial boundaries may be negatively impacted or eliminated, which may have a material

adverse effect on our business, financial conditions, and results of operations.

In particular, should it ultimately be determined or

codified that the Wire Act extends to transmission of lottery games in interstate or foreign commerce, certain of our operations that

are not currently restricted by statute or practice to a state’s territorial boundaries may be negatively impacted or eliminated.

Further, in such event, the DOJ or other federal regulatory authorities may determine that the manner in which we operate our technology

is deemed to be interstate or foreign commerce and accordingly a violation of such interpretation of the Wire Act.

Either event could

have a material adverse effect on us or our results of operations, cash flow, or financial condition.

If the Interstate Wagering Amendment is

interpreted or applied to prohibit transmissions to foreign countries, it could have a negative impact on our business, financial condition,

Wire Act provides that anyone engaged in the business of betting or wagering that knowingly uses a wire communication facility for the

transmission in interstate or foreign commerce of bets or wagers or information assisting in the placing of bets or wagers on any sporting

event or contest, or for the transmission of a wire communication that entitles the recipient to receive money or credit as a result

of bets or wagers, or for information assisting in the placing of bets or wagers, may be fined or imprisoned, or both.

However, the Wire

Act provides that it shall not be construed to prevent the transmission in interstate or foreign commerce of information for use in news

reporting of sporting events or contests, or for the transmission of information assisting in the placing of bets or wagers on a sporting

event or contest from a state or foreign country where betting on that sporting event or contest is legal into a state or foreign country

in which such betting is legal.

2011, there was uncertainty as to whether the Wire Act prohibited the conduct of intrastate lottery transactions via the Internet by

states if such transactions crossed state lines.

Essentially, there was a debate with regard to whether all of the prohibitions

in the Wire Act applied only to bets or wagers on a “sporting event or contest” as used in the Wire Act, or all bets or wagers.

In late 2011, the OLC issued an opinion that concluded the conduct prohibited by the Wire Act was limited to sports gambling (the “2011

DOJ Opinion”).

Following the issuance of the 2011 DOJ Opinion, six state lotteries offered internet sales of scratch lottery games

to in-state customers, and several other states allowed subscription sales of draw games via the Internet.

Notably, in 2017, the Commonwealth

of Pennsylvania authorized the Pennsylvania Lottery to distribute lottery products, including scratch ticket games, through numerous

channels that included web applications, mobile applications, and social media.

January 2019, the OLC issued the 2019 Opinion, which concluded that the restrictions in the Wire Act on the transmission in interstate

or foreign commerce of bets and wagers was not limited to sports gambling but applied to all bets and wagers, including those involving

state lotteries.

Multiple lawsuits were filed challenging the validity of the 2019 Opinion.

June 3, 2019, the federal district court in New Hampshire determined that the Wire Act applies exclusively to sports gambling and set

aside the 2019 Opinion.

The New Hampshire federal district court declined, however, to issue a nationwide injunction in the case.

August 16, 2019, the DOJ appealed the New Hampshire federal district court’s decision to the First Circuit.

January 20, 2021, the First Circuit affirmed the District Court’s decision, determining that the Wire Act applies only to interstate

wire communications related to sporting events or contests.

Finding that the declaratory judgment was an adequate remedy at law, the

First Circuit declined to set aside the 2019 Opinion under the Administrative Procedure Act.

In addition to the First Circuit’s

decision, the Fifth Circuit has previously held the Wire Act prohibitions apply only to sports gambling.

September 15, 2022, the United States District Court for the District of Rhode Island entered an order siding with the First Circuit’s

interpretation of the Wire Act, and holding that “the Wire Act applies only to ‘bets or wagers on any sporting event or contest.’”

Notwithstanding

the above, currently, there is no definitive ruling from the U.S.

Supreme Court on the issue, and the courts in other U.S.

Circuits might

take a different position.

Because many of the Company’s operations occur outside the jurisdiction of the First Circuit and the

Fifth Circuit, and because the First Circuit did not set aside the 2019 Opinion, we are still monitoring the potential impact of the

2019 Opinion on our business.

If courts outside the First Circuit, Fifth Circuit or the U.S.

Supreme Court take a different position

on the applicability of the Wire Act to our operations, the Wire Act may have a material adverse effect on our business, financial conditions,

and results of operations.

Various federal laws prohibit

the transportation of lottery tickets, advertisements, and paraphernalia in interstate or foreign commerce or through the mail, except

under certain circumstances.

Generally, such laws do not apply to state or charitable lotteries conducted in accordance with the laws

of the state in which such lottery is operated.

In particular, should it ultimately be determined or codified that the Wire Act extends to transmission of

lottery games in interstate or foreign commerce, certain of our operations that are not currently restricted by statute or practice to

a state’s territorial boundaries may be negatively impacted or eliminated.

Further, in such event, the DOJ or other federal regulatory

authorities may determine that the manner in which we operate our technology is deemed to be interstate or foreign commerce and accordingly

a violation of such interpretation of the Wire Act.

Either event could have a material adverse effect on us or our results of operations,

cash flow, or financial condition, could force us to cease our operations (if any), seek bankruptcy protection, and could further subject

us to litigation, fines and penalties.

the Interstate Wagering Amendment is interpreted or applied to prohibit transmissions to foreign countries, it could have a negative

impact on our business, financial condition, and results of operations.

federal laws prohibit the transportation of lottery tickets, advertisements, and paraphernalia in interstate or foreign commerce or through

the mail, except under certain circumstances.

Generally, such laws do not apply to state or charitable lotteries conducted in accordance

with the laws of the state in which such lottery is operated.

The Interstate Wagering Amendment, enacted in 1994, sought to close a “loophole”

in the federal laws allowing the sale of lottery tickets across state lines “via computer transaction with no paper crossing state

The Interstate Wagering Amendment

specifically provides:

being engaged in the business of procuring for a person in 1 State such a ticket, chance,

share or interest in a lottery, gift, [sic] enterprise or similar scheme conducted by another State (unless that business is permitted

under an agreement between the States in question or appropriate authorities of those States), knowingly transmits in interstate or foreign

commerce information to be used for the purpose of procuring such a ticket, chance, share, or interest” shall have committed an

offense under 18 U.S.C.

Unless covered by one of the

exceptions, therefore, we are prohibited from transporting lottery tickets across state lines or transmitting information to be used for

the purpose of procuring a lottery ticket for a lottery conducted by a state to a person in another state.

“State” is defined

as “a State of the United States, the District of Columbia, the Commonwealth of Puerto Rico, or any territory or possession

Interstate Wagering Amendment specifically provides:

being engaged in the business of procuring for a person in

1 State such a ticket, chance, share or interest in a lottery, gift, [sic] enterprise or similar scheme conducted by another State (unless

that business is permitted under an agreement between the States in question or appropriate authorities of those States), knowingly transmits

in interstate or foreign commerce information to be used for the purpose of procuring such a ticket, chance, share, or interest”

shall have committed an offense under 18 U.S.C.

covered by one of the exceptions, therefore, we are prohibited from transporting lottery tickets across state lines or transmitting information

to be used for the purpose of procuring a lottery ticket for a lottery conducted by a state to a person in another state.

is defined as “a State of the United States, the District of Columbia, the Commonwealth of Puerto Rico, or any territory or possession

of the United States.” The definition of “foreign government” on the other hand, expressly excludes U.S.

and territories.

Based on the use of the words “1 State” and “another State” and the omission of the term “foreign

1 unchanged sentence

tickets for persons in foreign countries.

If the Interstate Wagering

Amendment is interpreted or applied to prohibit transmissions to foreign countries, however, it could have a negative impact on our business,

financial condition, and results of operations.

Additionally, reinterpretation of the Wire Act to prohibit transmissions of information

to foreign countries for the purpose of procuring such tickets could also negatively impact our business.

For more information, see “ Item

Risk Factors — Regulatory and Compliance Risks — If there is a final determination on the applicability

of the Wire Act to our operations and it is determined or codified that the Wire Act extends to transmission of lottery games in interstate

or foreign commerce, certain of our operations that are not currently restricted by statute or practice to a state’s territorial

boundaries may be negatively impacted or eliminated, which may have a material adverse effect on our business, financial conditions, and

results of operations .”

Our business model and the conduct of our

operations may have to vary in each U.S.

jurisdiction where we do business to address the unique features of applicable law to ensure

we remain in compliance with that jurisdiction’s laws.

Our failure to adequately do so may have an adverse impact on our business,

financial condition, and results of operations.

Lottery laws vary among

the Interstate Wagering Amendment is interpreted or applied to prohibit transmissions to foreign countries, however, it could have a

negative impact on our business, financial condition, and results of operations and could cause the value of our securities to decline

or become worthless.

Additionally, reinterpretation of the Wire Act to prohibit transmissions of information to foreign countries for

the purpose of procuring such tickets could also negatively impact our business.

For more information, see “ Regulatory and Compliance

Risks - If there is a final determination on the applicability of the Wire Act to our operations and it is determined or codified that

the Wire Act extends to transmission of lottery games in interstate or foreign commerce, certain of our operations that are not currently

restricted by statute or practice to a state’s territorial boundaries may be negatively impacted or eliminated, which may have

a material adverse effect on our business, financial conditions, and results of operations.

business model and the conduct of our operations may have to vary in each U.S.

jurisdiction where we do business to address the unique

features of applicable law to ensure we remain in compliance with that jurisdiction’s laws.

Our failure to adequately do so may

have an adverse impact on our business, financial condition, and results of operations.

laws vary among U.S.

jurisdictions.

3 unchanged sentences

courier services, while some jurisdictions in the U.S.

prohibit charging certain fees to the user, and further still, some

jurisdictions require us to be licensed or registered, which will require us to incur certain costs in connection with the licensing

or registration process.

jurisdiction, we may be required to structure our business model and conduct our operations to

address the unique features of applicable law.

Many of the U.S.

jurisdictions

in which we currently do business or anticipate doing business require that lottery game tickets to be sold only by licensed retailers

and prohibit sale or resale of lottery tickets at prices in excess of the purchase price designated by the applicable regulatory authority.

Because lottery tickets are typically considered bearer instruments, we can purchase tickets on behalf of our users and customers and

charge certain service fees within the limits of the applicable laws in each U.S.

prohibit charging certain fees to the user, and further still, some jurisdictions

require us to be licensed or registered, which will require us to incur certain costs in connection with the licensing or registration

jurisdiction, we may be required to structure our business model and conduct our operations differently to address

the unique features of applicable law.

jurisdictions in which we have historically done business or anticipate doing business in the future require that lottery

game tickets be sold only by licensed retailers and prohibit sale or resale of lottery tickets at prices in excess of the purchase price

designated by the applicable regulatory authority.

Because lottery tickets are typically considered bearer instruments, we can purchase

tickets on behalf of our users and customers and charge certain service fees within the limits of the applicable laws in each U.S.

jurisdiction.

In most cases, with Virginia being

a notable exception, the laws do not specifically prohibit users from engaging our services to purchase lottery tickets on their behalf.

In most cases, with Virginia being a notable exception, the laws do not specifically prohibit users from engaging our services to purchase

lottery tickets on their behalf.

However, certain types of fees are prohibited in certain jurisdictions.

For example, Pennsylvania prohibits “any fee associated

with the acquisition or transportation of lottery tickets or shares” and Illinois law prohibits service charges, handling fees or

other costs added to the established price of a ticket.

In those states and other states with similar prohibitions, we will need to structure

our business model to comply with the relevant laws while still endeavoring to operate profitably.

prohibits our services, imposes onerous licensing or regulatory requirements, or imposes restrictions on the fees we charge, either by

enacting new statutes or regulations or by reinterpreting existing statutes and regulations, such restrictions and requirements could

have a material adverse effect on our results of operations, cash flow, or financial condition.

Rules and regulations governing sweepstakes,

promotions and giveaways vary by jurisdiction and country, which could restrict or eliminate our ability to generate revenues on the WinTogether

Platform and our ability to increase our brand reputation and recognition by sweepstakes participants, all of which could harm our business,

financial condition and results of operations.

The WinTogether Platform offers

sweepstakes that support charitable causes selected by the trustees of WinTogether and incentivizes participants to donate to those chosen

causes by entering donors into sweepstakes for the chance to win cash prizes, luxury items, and exceptional experiences.

The awarding of cash, prizes,

and experiences requires compliance with the laws and regulations in jurisdictions and countries over sweepstakes, promotions and giveaways,

which are complex and constantly changing.

Any negative finding of law regarding the characterization of the type of activity conducted

on the WinTogether Platform could limit or prevent the Company’s ability to obtain participants from those jurisdictions, which

in turn could impact the Company’s ability to scale this source of revenue in the future and increase our brand recognition and

reputation by sweepstakes participations.

The ability or willingness of charitable causes, payment processors and other third parties

necessary to conduct the WinTogether Platform business also may be impacted or limited due to changes in laws or any perceived negative

consequences of engaging in the business of sweepstakes, promotions, and giveaways.

The foregoing could harm our business, financial condition

and results of operations.

In some jurisdictions our key executives,

certain employees, or other individuals related to the business may be subject to licensing or compliance requirements.

Failure by such

individuals to obtain the necessary licenses or comply with individual regulatory obligations, could cause the business to be non-compliant

with its obligations, or imperil its ability to obtain or maintain licenses that may be necessary for the conduct of our business.

some cases, the remedy to such a situation may require the removal of a key executive or employee and the mandatory redemption or transfer

of such person’s equity securities.

We currently hold a license

issued by the Texas Lottery Commission to conduct the retail sale of lottery tickets in the State of Texas.

We may determine or be required

to secure additional licenses from other regulatory authorities with jurisdiction over lottery operations in new markets in which we contemplate

expansion, including, without limitation, the States of New York and New Jersey (regulated by the New York State Gaming Commission

and the New Jersey Lottery Commission, respectively).

Such licensure may impose additional obligations on us and our operations, which

may include continuous disclosure to and an investigation by the applicable regulatory authority into the financial stability, integrity

For example, Pennsylvania prohibits

“any fee associated with the acquisition or transportation of lottery tickets or shares” and Illinois law prohibits service

charges, handling fees or other costs added to the established price of a ticket.

In those states and other states with similar prohibitions,

we will need to structure our business model to comply with the relevant laws while still endeavoring to operate profitably.

jurisdiction prohibits our services, imposes onerous licensing or regulatory requirements, or imposes restrictions on the fees

we charge, either by enacting new statutes or regulations or by reinterpreting existing statutes and regulations, such restrictions and

requirements could have a material adverse effect on our results of operations, cash flow, or financial condition, force us to change

our operations in that state, or cease operations in that state altogether.

some jurisdictions our key executives, certain employees, or other individuals related to our business may be subject to licensing or

compliance requirements.

Failure by such individuals to obtain the necessary licenses or comply with individual regulatory obligations,

could cause our business to be non-compliant with such obligations, or imperil our ability to obtain or maintain licenses that may be

necessary for the conduct of our business.

In some cases, the remedy to such a situation may require the removal of a key executive or

employee and the mandatory redemption or transfer of such person’s equity securities.

currently hold a license issued by the Texas Lottery Commission to conduct the retail sale of lottery tickets in the State of Texas.

We may determine or be required to secure additional licenses from other regulatory authorities with jurisdiction over lottery operations

in new markets in which we contemplate expansion.

Such licensure may impose additional obligations on us and our operations, which may

include continuous disclosure to and an investigation by the applicable regulatory authority into the financial stability, integrity

and business experience of the Company, its affiliates, and their respective significant stockholders, directors, officers, and key employees.

4 unchanged sentences

and material costs, and any of which may have a material adverse effect on us or our results of operations, cash flow, or financial condition.

To the extent that any stockholder,

director, officer or key employee is required to submit to required background checks and provide disclosure and fails to do so, or they

or the Company fail to do so to the satisfaction of the relevant regulatory authority, such failure may jeopardize the grant of a license,

provide grounds for termination of an existing license, or result in the imposition of penalties.

Generally, any person or entity that

fails or refuses to apply for a finding of suitability or a license within the prescribed period after being advised by a competent authority

that they are required to do so may be denied a license or found unsuitable, as applicable, which may result in our being required to

sever our relationship with such person or entity.

Further, we may be subject to disciplinary action or suffer revocation of licensure

if, following notification that a person or entity is disqualified or unsuitable, we:

(a) pay them any dividend or interest upon

(b) allow them to exercise, directly or indirectly, any voting right conferred through the shares they hold;

them remuneration in any form for services rendered or otherwise;

or (d) if required, fail to pursue all lawful efforts to terminate

their association with the Company or require them to relinquish their shares.

jurisdictions,

certain stockholders may also be required to file applications or submit to background checks.

While such requirements typically apply

only to stockholders in excess of certain thresholds (such as five or ten percent of the outstanding shares) or to stockholders who also

have an active role in the Company, we cannot ensure that such jurisdictions might not seek licensure of additional stockholders in the

While we believe that we are

in compliance with all material licensure requirements applicable to our operations, we cannot ensure that our activities will remain

in compliance or that we will continue to receive all licenses or license renewals for which we apply.

The loss of a license that we currently

hold, or failure to receive a license, could have a material adverse effect on us or on our business, financial condition, or results

of operations.

Gaming and lottery authorities

may revoke or suspend licenses, levy fines against us, or seize certain of our assets if we violate gaming regulations.

We cannot ensure

that we will be able to obtain or maintain the necessary licenses or approvals or that the licensing process will not result in delays

or adversely affect our operations.

Disciplinary action against a license holder in one jurisdiction could lead regulators in other jurisdictions

to pursue similar action.

We cannot ensure that regulatory

or governmental authorities will not seek to restrict our business in their jurisdictions or institute enforcement proceedings against

We cannot ensure that any instituted enforcement proceedings will be favorably resolved, or that such proceedings will not have a

material adverse effect on our ability to retain and renew existing licenses or to obtain new licenses.

A court may find that part or all of the

provision included in our Charter pertaining to the redemption right with respect to capital stock held by any stockholders who are deemed

to be “disqualified” or “unsuitable” holders is not enforceable, either in general or as to a particular fact

Under the laws of the State

of Delaware, our jurisdiction of incorporation, a corporation may provide in its certificate of incorporation for the amount of securities

that may be owned by any person or group of persons for the purpose of maintaining any statutory or regulatory advantage or complying

with any statutory or regulatory requirements under applicable law.

Delaware law provides that ownership limitations with respect to shares

of our stock issued prior to the effectiveness of our Second Amended and Restated Certificate of Incorporation (our “Charter”)

will be effective against (i) stockholders with respect to shares that were voted in favor of the proposed provision;

and (ii) purported

transferees of shares that were voted for the proposed provision if (a) the transfer restrictions are conspicuously noted on the

certificate(s) representing such shares, or (b) the transferee had actual knowledge of the transfer restrictions (even absent

such conspicuous notation).

The shares of common stock, par value $0.001 per share (the “Common Stock”) issued after the effective

date of our Charter were issued with the ownership limitation conspicuously noted on the certificate(s) representing such shares

and therefore under Delaware law such newly issued shares will be subject to the transfer restriction.

We have also disclosed such restrictions

to persons holding our stock in uncertificated form.

We cannot assure you that

the provision pertaining to the redemption right with respect to capital stock held by any stockholders who are deemed to be “disqualified”

or “unsuitable” holders is enforceable under all circumstances, particularly against stockholders who did not vote in favor

of the proposed provision, who do not have notice of the ownership limitations at the time they subsequently acquire their shares, or

who acquire shares that were owned, at the time of the vote on the provision, by a stockholder (or stockholders) who did not vote such

shares in favor of the proposed provision.

Accordingly, we cannot assure you that we would be able to redeem the shares of a stockholder

deemed an unsuitable person by applicable regulatory authorities.

We will continually develop internal compliance

programs and requirements in an effort to ensure that we comply with legal requirements imposed in connection with our activities and

generally applicable to all publicly traded companies, however, we cannot ensure that they will prevent the violation of one or more laws,

which may have an adverse impact on our business, financial condition, and results of operations.

We will continually develop

internal compliance programs in ongoing efforts to ensure our compliance with legal requirements imposed in connection with our business

activities and with legal requirements generally applicable to all publicly traded companies.

While we are firmly committed to full compliance

with all applicable laws, and believe that we will continue to establish appropriate procedures and policies, we cannot ensure that our

compliance program will prevent the violation of one or more laws or regulations, or that a violation by us, an employee, a customer or

an affiliate will not result in the imposition of a monetary fine or suspension or revocation of one or more of our governmental licenses,

findings of suitability, registrations, permits and approvals, which could have a material adverse effect on us or on our results of operations,

cash flow, or financial condition.

While we are confident that

we will face additional regulatory requirements as we expand, we cannot predict the effect of future regulatory requirements to which

our operations might be subject or the manner in which such requirements might be enforced.

The compliance policies and procedures we

implement may not always be followed at all times by directors, management, employees, agents, partners and other related parties, whether

through neglect or intention.

Our policies and procedures may not effectively detect and prevent violations of applicable laws by one

or more of our directors, management, employees, agents, partners, customers, affiliates, or other related or third parties.

we could be subject to investigations, criminal and civil penalties, sanctions and/or other enforcement measures that in turn could have

a material adverse effect on our results of operations, cash flow, or financial condition.

We take our corporate responsibility to

our users, customers, and the requirements of the regulatory authorities in the jurisdictions in which we operate very seriously and are

focused on maintaining a safe and responsible gaming environment.

Our failure to remain in compliance with underage and responsible gaming

requirements or any amendments or additions to such requirements could have a material adverse effect on us, our reputation and brand,

or on our business, results of operations, or financial condition.

We are committed to compliance

with the underage and responsible gaming requirements set forth in the domestic and international statutes and regulations in the jurisdictions

in which we do business and, as applicable, that govern our operations.

We take our corporate responsibility to our users, customers and

the regulators in the jurisdictions in which we operate very seriously and are focused on maintaining a safe and responsible gaming environment.

We continue to evaluate and develop our technology to meet the statutory requirements regarding responsible gaming and self-exclusion

as well as our own self-imposed objectives regarding corporate social responsibility, as demonstrated by our ongoing compliance objectives

and policies.

All of the U.S.

jurisdictions

and most of the international jurisdictions in which we operate prohibit sales of lottery tickets to persons under 18 years of age.

We have instituted know-your-customer requirements to aid our efforts in identifying minors and preventing them from using our services.

the extent that any stockholder, director, officer or key employee is required to submit to required background checks and provide disclosure

and fails to do so, or they or the Company fail to do so to the satisfaction of the relevant regulatory authority, such failure may jeopardize

the grant of a license, provide grounds for termination of an existing license, or result in the imposition of penalties.

any person or entity that fails or refuses to apply for a finding of suitability or a license within the prescribed period after being

advised by a competent authority that they are required to do so may be denied a license or found unsuitable, as applicable, which may

result in our being required to sever our relationship with such person or entity.

Further, we may be subject to disciplinary action

or suffer revocation of licensure if, following notification that a person or entity is disqualified or unsuitable, we:

any dividend or interest upon our shares;

(b) allow them to exercise, directly or indirectly, any voting right conferred through the

shares they hold;

or (d) if required, fail to pursue all lawful

efforts to terminate their association with the Company or require them to relinquish their shares.

jurisdictions, certain stockholders may also be required to file applications or submit to background checks.

While such requirements

typically apply only to stockholders in excess of certain thresholds (such as five or ten percent of the outstanding shares) or to stockholders

who also have an active role in the Company, we cannot ensure that such jurisdictions might not seek licensure of additional stockholders

in the future.

we believe that we are in compliance with all material licensure requirements applicable to our operations, we cannot ensure that our

activities will remain in compliance or that we will continue to receive all licenses or license renewals for which we apply.

of a license that we currently hold, or failure to receive a license, could have a material adverse effect on us or on our business,

financial condition, or results of operations.

and lottery authorities may revoke or suspend licenses, levy fines against us, or seize certain of our assets if we violate gaming regulations.

We cannot ensure that we will be able to obtain or maintain the necessary licenses or approvals or that the licensing process will not

result in delays or adversely affect our operations.

Disciplinary action against a license holder in one jurisdiction could lead regulators

in other jurisdictions to pursue similar action.

cannot ensure that regulatory or governmental authorities will not seek to restrict our business in their jurisdictions or institute

enforcement proceedings against us.

We cannot ensure that any instituted enforcement proceedings will be favorably resolved, or that

such proceedings will not have a material adverse effect on our ability to retain and renew existing licenses or to obtain new licenses.

plan to continually develop internal compliance programs and requirements in an effort to ensure that we comply with legal requirements

imposed in connection with our activities and generally applicable to all publicly traded companies, however, we cannot ensure that they

will prevent the violation of one or more laws, which may have an adverse impact on our business, financial condition, and results of

plan to continually develop internal compliance programs in ongoing efforts to ensure our compliance with legal requirements imposed

in connection with our business activities and with legal requirements generally applicable to all publicly traded companies.

are firmly committed to full compliance with all applicable laws, and plan to continue to establish appropriate procedures and policies,

we cannot ensure that our compliance program will prevent the violation of one or more laws or regulations, or that a violation by us,

an employee, a customer or an affiliate will not result in the imposition of a monetary fine or suspension or revocation of one or more

of our governmental licenses, findings of suitability, registrations, permits and approvals, which could have a material adverse effect

on us or on our results of operations, cash flow, or financial condition.

we are confident that we will face additional regulatory requirements as we expand, we cannot predict the effect of future regulatory

requirements to which our operations might be subject or the manner in which such requirements might be enforced.

The compliance policies

and procedures we implement may not always be followed at all times by directors, management, employees, agents, partners and other related

parties, whether through neglect or intention.

Our policies and procedures have not and may not effectively detect and prevent violations

of applicable laws by one or more of our directors, management, employees, agents, partners, customers, affiliates, or other related

or third parties.

As a result, we and/or our directors, management, employees, agents, partners, customers, affiliates, or other related

or third parties could be subject to investigations, criminal and civil penalties, sanctions and/or other enforcement measures that in

turn could have a material adverse effect on our results of operations, cash flow, or financial condition.

take our corporate responsibility to our users, customers, and the requirements of the regulatory authorities in the jurisdictions in

which we operate very seriously and are focused on maintaining a safe and responsible gaming environment.

Our failure to remain in compliance

with underage and responsible gaming requirements or any amendments or additions to such requirements could have a material adverse effect

on us, our reputation and brand, or on our business, results of operations, or financial condition.

are committed to compliance with the underage and responsible gaming requirements set forth in the domestic and international statutes

and regulations in the jurisdictions in which we do business and, as applicable, that govern our operations.

We take our corporate responsibility

to our users, customers and the regulators in the jurisdictions in which we operate very seriously and are focused on maintaining a safe

and responsible gaming environment.

We will continue to evaluate and develop our technology to meet the statutory requirements regarding

responsible gaming and self-exclusion as well as our own self-imposed objectives regarding corporate social responsibility, as demonstrated

by our ongoing compliance objectives and policies.

jurisdictions and most of the international jurisdictions in which we operate prohibit sales of lottery tickets to persons

under 18 years of age.

We have instituted know-your-customer requirements to aid our efforts in identifying minors and preventing them

from using our services.

In many cases, these requirements apply to our lottery retailer partners and may not apply to us.

Nevertheless, if we fail to abide by

these requirements, our partners may be reluctant to do business with us or the applicable regulatory authorities may amend the requirements

to apply specifically to us, to the extent that they do not already do so.

Many jurisdictions, especially

international jurisdictions, are imposing more stringent rules with regard to underage and responsible gaming.

This trend could continue

to spread and both U.S.

Nevertheless,

if we fail to abide by these requirements, our partners may be reluctant to do business with us or the applicable regulatory authorities

may amend the requirements to apply specifically to us, to the extent that they do not already do so.

jurisdictions, especially international jurisdictions, are imposing more stringent rules with regard to underage and responsible gaming.

This trend could continue to spread and both U.S.

and international jurisdictions may strengthen underage and responsible gaming requirements.

that any jurisdiction in which we operate mandates additional requirements regarding corporate social responsibility, responsible gaming,

self-exclusion, or similar mandates, we may be required to undertake additional technological initiatives to remain in compliance.

Implementation

of any such initiatives may present operational challenges and material costs and divert the attention of management and systems developers

and engineers, any of which may have a material adverse effect on us or our results of operations, cash flow, or financial condition.

The failure to remain in compliance with underage and responsible gaming requirements or any amendments or additions to such requirements

could have a material adverse effect on us or on our business, results of operations, or financial condition.

We are subject to governmental laws and

requirements of the U.S.

and various international jurisdictions in which we operate regarding anti-bribery, anti-corruption, economic

and trade sanctions, anti-money laundering, and counter-terror financing.

Alleged or actual violation of any of these laws or requirements

could negatively impact our brand and reputation, our ability to obtain or maintain any governmental licenses, findings of suitability,

registrations, permits, and approvals, any of which could negatively impact our business, financial condition, and results of operations.

As a digital company operating

within the U.S.

and are subject to the jurisdiction of various governments and regulatory agencies, we are accordingly subject to domestic

and international laws regarding anti-bribery, anti-corruption, economic and trade sanctions, anti-money laundering, and counter-terror

Our operations and our growth

plans, including in connection with our intent to expand into new markets and undertake strategic acquisitions, may bring our officers,

directors, employees, and representatives into contact with “foreign officials” responsible for issuing or renewing governmental

licenses, findings of suitability, registrations, permits and approvals, or for otherwise enforcing governmental regulations and requirements.

In our contact with such foreign officials, we are required to comply with anti-corruption laws and regulations imposed by governments

around the world with jurisdiction over our operations, which include the U.S.

Foreign Corrupt Practices Act (the “FCPA”),

In the event that any jurisdiction in which we operate mandates additional requirements regarding corporate social responsibility, responsible

gaming, self-exclusion, or similar mandates, we may be required to undertake additional technological initiatives to remain in compliance.

Implementation of any such initiatives may present operational challenges and material costs and divert the attention of management and

systems developers and engineers, any of which may have a material adverse effect on us or our results of operations, cash flow, or financial

The failure to remain in compliance with underage and responsible gaming requirements or any amendments or additions to such

requirements could have a material adverse effect on us or on our business, results of operations, or financial condition.

are subject to governmental laws and requirements of the U.S.

and various international jurisdictions in which we operate regarding anti-bribery,

anti-corruption, economic and trade sanctions, anti-money laundering, and counter-terror financing.

Alleged or actual violation of any

of these laws or requirements could negatively impact our brand and reputation, our ability to obtain or maintain any governmental licenses,

findings of suitability, registrations, permits, and approvals, any of which could negatively impact our business, financial condition,

and results of operations.

a digital company operating within the U.S.

and are subject to the jurisdiction of various governments and regulatory agencies, we are

accordingly subject to domestic and international laws regarding anti-bribery, anti-corruption, economic and trade sanctions, anti-money

laundering, and counter-terror financing.

operations and our growth plans, including in connection with our intent to expand into new markets and undertake strategic acquisitions

when we have sufficient funding to do so, may bring our officers, directors, employees, and representatives into contact with “foreign

officials” responsible for issuing or renewing governmental licenses, findings of suitability, registrations, permits and approvals,

or for otherwise enforcing governmental regulations and requirements.

In our contact with such foreign officials, we are required to

comply with anti-corruption laws and regulations imposed by governments around the world with jurisdiction over our operations, which

include the U.S.

Foreign Corrupt Practices Act (the “FCPA”), and the U.K.

Bribery Act 2010 (the “U.K.

Bribery Act”), as well as corresponding laws and regulations of the

other countries where we do business.

Bribery Act”),

as well as corresponding laws and regulations of the other countries where we do business.

The FCPA, the U.K.

Bribery Act, and other applicable laws prohibit us and our officers, directors,

employees, and business partners acting on our behalf, from corruptly offering, promising, authorizing, or providing anything of value

to foreign officials for the purposes of influencing official decisions or obtaining or retaining business or otherwise obtaining favorable

Bribery Act also prohibits non-governmental “commercial” bribery and accepting bribes.

Our operations,

trade practices, investment decisions, and partnering activities may be restricted as a result.

In addition, some of the international

locations in which we operate lack a developed legal system and have elevated levels of corruption.

Our international operations expose

us to the risk of violating, or being accused of violating, anti-corruption laws and regulations.

Our failure to successfully comply with

these laws and regulations may expose us to brand and reputational harm, as well as significant sanctions, including criminal fines, imprisonment,

civil penalties, disgorgement of profits, and injunctions, as well as impacting our ability to maintain or obtain any governmental licenses,

findings of suitability, registrations, permits and approvals.

Further, investigations of alleged violations can result in substantial

costs, fines, or penalties and diversion of our resources.

We are continuously developing and maintaining requirements to comply with

applicable anti-corruption laws and regulations, however, there is no certainty that they will effectively prevent violations for which

we may be held responsible, or at all.

We are currently required

to comply with U.S.

Bribery Act, and other

applicable laws prohibit us and our officers, directors, employees, and business partners acting on our behalf, from corruptly offering,

promising, authorizing, or providing anything of value to foreign officials for the purposes of influencing official decisions or obtaining

or retaining business or otherwise obtaining favorable treatment.

Bribery Act also prohibits non-governmental “commercial”

bribery and accepting bribes.

Our operations, trade practices, investment decisions, and partnering activities may be restricted as a

addition, some of the international locations in which we operate lack a developed legal system and have elevated levels of corruption.

Our international operations expose us to the risk of violating, or being accused of violating, anti-corruption laws and regulations.

Our failure to successfully comply with these laws and regulations may expose us to brand and reputational harm, as well as significant

sanctions, including criminal fines, imprisonment, civil penalties, disgorgement of profits, and injunctions, as well as impacting our

ability to maintain or obtain any governmental licenses, findings of suitability, registrations, permits and approvals.

Further, investigations

of alleged violations can result in substantial costs, fines, or penalties and diversion of our resources.

We are continuously developing

and maintaining requirements to comply with applicable anti-corruption laws and regulations, however, there is no certainty that they

will effectively prevent violations for which we may be held responsible, or at all.

are currently required to comply with U.S.

economic and trade sanctions administered by the U.S.

Department of Treasury’s Office of Foreign Assets

Control (“OFAC”).

Our Platform may be accessible from a sanctioned country in violation of applicable trade and economic sanctions.

As part of our ongoing compliance efforts, we are implementing requirements to ensure that we do not violate these laws and requirements,

however, our failure to adequately implement such requirements, fully perform our compliance requirements, or otherwise breach our compliance

requirements with OFAC could result in our being subject to penalties, fines or other enforcement actions.

We process, support and execute

financial transactions as part of our business and disburse funds on behalf of certain of our users, including receiving payment card

information and processing payments for and due to our users.

Accordingly, we may be subject to various anti-money laundering and counter-terrorist

financing laws and regulations around the world that prohibit, among other things, involvement in transferring the proceeds of criminal

or terrorist activities, including, in the U.S., the Bank Secrecy Act of 1970, as amended (the “BSA”), and certain

provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001

(the “Patriot Act”).

We have developed a risk-based anti-money laundering program that we are implementing, however, in the

event that we breach any of these laws and regulations that are applicable to us, we could be subject to significant civil fines, penalties,

inquiries, audits, investigations, enforcement actions, and criminal and civil liability.

Any failure on our part to

implement, maintain or follow the necessary processes and policies to comply with these regulations and requirements, or to adapt our

processes and policies to changes in laws or regulations would adversely impact our brand and reputation, or our ability to obtain or

maintain any governmental licenses, findings of suitability, registrations, permits and approvals, and would negatively impact our business,

financial condition and results of operations.

We are subject to domestic and foreign laws

relating to processing certain financial transactions, including payment card transactions, and failure to comply with those laws, even

if inadvertent, could have a material adverse effect on our business, financial condition, and results of operations.

As a result of our undertaking

certain payment transactions on behalf of certain of our users, including receiving payment card information and processing payments,

we are subject to or we voluntarily comply with a number of rules, laws and regulations relating to privacy and information security,

electronic fund transfers, payment services and convenience fees.

If we were found to be in violation of applicable rules, laws and regulations,

we could be subject to additional liability, including card association and governmental fines or other sanctions, and we could be forced

to otherwise change our business practices in certain jurisdictions, or be required to obtain additional licenses or regulatory approvals.

We have implemented procedures

and continue to implement policies and procedures to preserve and protect payment data against loss, corruption, misappropriation caused

by systems failures, unauthorized access or misuse.

However, to the extent we retain our user’s data, we could be subject to liability

claims by users for the misuse of that information, which could negatively impact our ability to utilize certain payment cards, or undertake

certain transactions, which could disrupt our business.

Failure to comply with these rules and laws may subject us to, among other things,

additional costs or changes to our business practices, liability for monetary damages, fines or criminal prosecution, reputation and brand

damage, and restrictions on our ability to process and support financial transactions, any of which could have a material adverse effect

on our business, financial condition and results of operations.

Tax and other regulatory authorities may

successfully assert that we have not properly collected or remitted withholding taxes, and as a result may successfully impose additional

obligations, fines, penalties or other financial liability on us, any of which could adversely affect our business, financial condition,

Department of Treasury’s Office

of Foreign Assets Control (“OFAC”).

Our Platform may be accessible from a sanctioned country in violation of applicable trade

and economic sanctions.

As part of our ongoing compliance efforts, we are implementing requirements to ensure that we do not violate

these laws and requirements, however, our failure to adequately implement such requirements, fully perform our compliance requirements,

or otherwise breach our compliance requirements with OFAC could result in our being subject to penalties, fines or other enforcement

process, support and execute financial transactions as part of our business and disburse funds on behalf of certain of our users, including

receiving payment card information and processing payments for and due to our users.

Accordingly, we may be subject to various anti-money

laundering and counter-terrorist financing laws and regulations around the world that prohibit, among other things, involvement in transferring

the proceeds of criminal or terrorist activities, including, in the U.S., the Bank Secrecy Act of 1970, as amended (the “BSA”),

and certain provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism

Act of 2001 (the “Patriot Act”).

We have developed a risk-based anti-money laundering program that we are implementing, however,

in the event that we breach any of these laws and regulations that are applicable to us, we could be subject to significant civil fines,

penalties, inquiries, audits, investigations, enforcement actions, and criminal and civil liability.

failure on our part to implement, maintain or follow the necessary processes and policies to comply with these regulations and requirements,

or to adapt our processes and policies to changes in laws or regulations would adversely impact our brand and reputation, or our ability

to obtain or maintain any governmental licenses, findings of suitability, registrations, permits and approvals, and would negatively

impact our business, financial condition and results of operations.

are subject to domestic and foreign laws relating to processing certain financial transactions, including payment card transactions,

and failure to comply with those laws, even if inadvertent, could have a material adverse effect on our business, financial condition,

and results of operations.

Federal tax rules generally

require payers to report payments to unrelated parties to the Internal Revenue Service.

In the event of our failure to comply with such

reporting obligations, due to failure in the application of our judgment in evaluating our obligations, our effective compliance with

our internal process and its execution, or with respect to the process and manner in which we calculate and remit amounts due and owing

to taxing authorities timely or at all, could subject us to brand and reputational damage, fines, penalties, and other financial liability,

any of which could harm our business, financial condition, and results of operations.

In certain instances, we collect

and remit applicable withholding taxes in the claims and redemption process.

Regulatory and tax authorities may raise questions about,

or challenge or disagree with, this practice, or in the application of our judgment in evaluating our obligations, our effective compliance

with our internal process and its execution, or with respect to the process and the manner in which taxes are calculated, remitted and

withheld as a result.

A successful assertion by one or more regulatory or tax authorities requiring us to alter our practice could result

in brand and reputational damage, fines, penalties and other financial liability, or discourage our users and commercial partners from

using our Platform, any of which could harm our business, financial condition, and results of operations.

Human Capital Risks

Continued growth and success will depend

on the performance of our current and future employees, including certain key employees.

Recruitment and retention of these individuals

is vital to growing our business and our business plans.

a result of our undertaking certain payment transactions on behalf of certain of our users, including receiving payment card information

and processing payments, we have been subject and may continue to be subject to or we may voluntarily comply with a number of rules,

laws and regulations relating to privacy and information security, electronic fund transfers, payment services and convenience fees.

If we were found to be in violation of applicable rules, laws and regulations, we could be subject to additional liability, including

card association and governmental fines or other sanctions, and we could be forced to otherwise change our business practices in certain

jurisdictions, or be required to obtain additional licenses or regulatory approvals.

have implemented procedures and continue to implement policies and procedures to preserve and protect payment data against loss, corruption,

misappropriation caused by systems failures, unauthorized access or misuse.

However, to the extent we retain our user’s data, we

could be subject to liability claims by users for the misuse of that information, which could negatively impact our ability to utilize

certain payment cards, or undertake certain transactions, which could disrupt our business.

Failure to comply with these rules and laws

may subject us to, among other things, additional costs or changes to our business practices, liability for monetary damages, fines or

criminal prosecution, reputation and brand damage, and restrictions on our ability to process and support financial transactions, any

of which could have a material adverse effect on our business, financial condition and results of operations.

and other regulatory authorities may successfully assert that we have not properly collected or remitted withholding taxes, and as a

result may successfully impose additional obligations, fines, penalties or other financial liability on us, any of which could adversely

affect our business, financial condition, and results of operations.

tax rules generally require payers to report payments to unrelated parties to the Internal Revenue Service.

In the event of our failure

to comply with such reporting obligations, due to failure in the application of our judgment in evaluating our obligations, our effective

compliance with our internal process and its execution, or with respect to the process and manner in which we calculate and remit amounts

due and owing to taxing authorities timely or at all, could subject us to brand and reputational damage, fines, penalties, and other

financial liability, any of which could harm our business, financial condition, and results of operations and could cause the value of

our securities to decline or become worthless.

certain instances, we have collected and remitted applicable withholding taxes in the claims and redemption process.

Regulatory and tax

authorities may raise questions about, or challenge or disagree with, this practice, or in the application of our judgment in evaluating

our obligations, our effective compliance with our internal process and its execution, or with respect to the process and the manner

in which taxes are calculated, remitted and withheld as a result.

A successful assertion by one or more regulatory or tax authorities

requiring us to alter our practice could result in brand and reputational damage, fines, penalties and other financial liability, or

discourage our users and commercial partners from using our Platform, any of which could harm our business, financial condition, and

results of operations and could cause the value of our securities to decline or become worthless.

Capital Risks

success will depend on our ability to hire employees in the future.

Recruitment and retention of these individuals is vital to growing

our business and our business plans.

The loss of any of our key executives or other key employees could harm our business.

We depend on a limited number

of key personnel to manage and operate our business, including our Chief Executive Officer, Tony DiMatteo, our Chief Revenue Officer,

Matt Clemenson, our Chief Legal Officer and Chief Operating Officer, Katie Lever, and our Chief Financial Officer and President, Ryan

The leadership of these key personnel has been a critical element of our success, in part, because of their executive expertise

leading technology and research and development initiatives in the multimedia industry.

As a result, we expect that such leadership will

continue to be a critical element of our success in the future.

The departure, death or disability of any one of our executive officers

or other extended or permanent loss of any of their services, or any negative market or industry perception with respect to any of them

or their loss, could have a material adverse effect on our business.

In addition, certain of our

other employees have made significant contributions to our growth and success.

We believe our success and our ability to compete and grow

will depend in large part on the efforts and talents of our employees and on our ability to retain highly skilled personnel.

The competition

for these types of personnel is intense and we compete with other potential employers for the services of our employees.

we may not succeed in retaining the executives and other key employees that we need.

Employees, particularly developers and engineers,

are in high demand, and we devote significant resources to identifying, hiring, training, successfully integrating and retaining these

currently have nine employees who manage and operate our business, including our Chief Executive Officer, Mark Gustavson.

While we have

experienced significant turnout of our executive officers in the past year, we expect that the leadership of our current key executives

and employees will be a critical element of our success in the future.

The departure, death or disability of any one of our executive

officers or employees or other extended or permanent loss of any of their services, or any negative market or industry perception with

respect to any of them or their loss, could have a material adverse effect on our business.

addition, our failure to re-hire employees in the future will limit our ability to restart our business operations and earn revenue.

Certain employees have made significant contributions to our growth and success.

We believe our success and our ability to compete and

grow following the Operational Cessation will depend in large part on the efforts and talents of our future employees and on our ability

to retain highly skilled personnel.

The competition for these types of personnel is intense and we compete with other potential employers

for the services of our employees.

As a result, we may not succeed in hiring and retaining the executives and other key employees that

Employees, particularly developers and engineers, are in high demand, and we will need to devote significant resources to identifying,

hiring, training, successfully integrating and retaining these employees, including significant financial resources, which we may not

We cannot provide assurance that we will be able to attract or retain such highly qualified personnel in the future.

the loss of employees or the inability to hire additional skilled employees as necessary could result in significant disruptions to our

business, and the integration of replacement personnel could be time-consuming and expensive and cause additional disruptions to our business.

Additionally, as we grow and

develop the infrastructure as a public company, we may find it difficult to maintain our entrepreneurial, innovative and team-based culture.

Our retention and recruiting may require significant increases in compensation expense as we transition to a public company, which would

adversely affect our results of operation.

If we do not succeed in attracting,

hiring, and integrating excellent personnel, or retaining and motivating existing personnel, we may be unable to grow effectively and

our business, financial condition and results of operations could be seriously harmed.

Illegal, improper, or otherwise inappropriate

activity of our couriers, whether or not occurring while performing their employment duties, could expose us to liability and adversely

affect our business, reputation, brand, financial condition, and results of operations.

Illegal, improper, or otherwise

inappropriate activities by our couriers, including the activities of individuals who may have previously engaged with, but are not then

receiving or providing services offered through, our Platform or individuals who are intentionally impersonating users or couriers or

the activities of couriers while purchasing lottery game tickets, may occur, which could adversely affect our reputation, brand, business,

financial condition, and results of operations.

These activities may include attempted theft, unauthorized use of payment card or financial

account information, user identity theft, theft of lottery games, and other misconduct.

Such activities may result in injuries or damage

for users and third parties, or business interruptions, reputational and brand damage, or other significant liabilities for us.

While we have implemented

various measures intended to anticipate, identify, and address the risk of these types of activities, these measures may not adequately

address or prevent all illegal, improper, or otherwise inappropriate activity by these parties from occurring and such conduct could expose

us to liability, including through litigation, or adversely affect our brand or reputation.

At the same time, if the measures we have

taken to guard against these illegal, improper, or otherwise inappropriate activities, such as our requirement that all couriers undergo

a background check, are too restrictive and inadvertently prevent couriers and users otherwise in good standing from using our Platform,

or if we are unable to implement and communicate these measures fairly and transparently or are perceived to have failed to do so, the

growth and engagement of the number of couriers and users on our Platform and their use of our Platform could be adversely affected.

of the foregoing risks could adversely affect our business, financial condition, and results of operations.

Dependence on Third Parties Risks

Our business model depends upon the continued

compatibility between our B2C Platform and the major mobile operating systems and upon third-party platforms for the distribution of our

product offerings.

If Google Play or the Apple App Store or other mobile download sites prevent users from downloading our apps or if

our advertising is blocked or rejected from being delivered to our users, our ability to grow our revenue, profitability, and prospects

may be adversely affected.

Our users access our B2C Platform

product offerings on mobile devices and web applications, and accordingly, our business model depends upon the continued compatibility

between our application and the major mobile operating systems.

Third parties with whom we do not have any formal relationships control

the design of mobile devices and operating systems.

These parties frequently introduce new devices, and from time to time they may introduce

new operating systems or modify existing ones.

Network carriers may also impact the ability to download applications or access specified

content on mobile devices.

In addition, we rely upon

third-party platforms for distribution of our product offerings.

The Google Play store and Apple App Store are global application distribution

platforms and the main distribution channels for our application.

As such, the promotion, distribution and operation of our application

are subject to the respective distribution platforms’ standard terms and policies for application developers, which are very broad

and subject to frequent changes and interpretation.

Furthermore, the distribution platforms may not enforce their standard terms and policies

for application developers consistently and uniformly across all applications and with all publishers.

There is no guarantee that

popular mobile devices will start or continue to support or feature our product offerings, or that mobile device users will continue to

use our product offerings rather than competing products.

We are dependent on the interoperability of our technology with popular mobile

operating systems, technologies, networks and standards that we do not control, such as the Android and iOS operating systems, and any

changes, bugs, technical or regulatory issues in such systems, our relationships with mobile manufacturers and carriers, or in their terms

of service or policies that degrade our offerings’ functionality, reduce or eliminate our ability to distribute our offerings, give

preferential treatment to competitive products, limit our ability to deliver high quality offerings, or impose fees or other charges related

to delivering our offerings, could adversely affect our product usage and monetization on mobile devices.

Furthermore, we may not successfully

cultivate relationships with key industry participants or develop product offerings that operate effectively with these technologies,

systems, networks, regulations, or standards.

If it becomes more difficult for our users to access and use our offerings on their mobile

devices, if our users choose not to access or use our offerings on their mobile devices, or if our users choose to use mobile products

that do not offer access to our offerings, our user growth, retention, and engagement could be seriously harmed.

In addition, if any of

the third-party platforms used for distribution of our product offerings were to limit or disable advertising on their platforms, either

because of technological constraints or because the owner of these distribution platforms wished to impair our ability to serve ads on

them, our ability to generate revenue could be harmed.

the loss of future employees or the inability to hire skilled employees as necessary could result in significant disruptions to our business,

and the integration of replacement personnel could be time-consuming and expensive and cause additional disruptions to our business.

we do not succeed in attracting, hiring, and integrating excellent personnel, or retaining and motivating existing personnel, we may

be unable to grow effectively and our business, financial condition and results of operations could be seriously harmed.

improper, or otherwise inappropriate activity of our couriers, whether or not occurring while performing their employment duties, could

expose us to liability and adversely affect our business, reputation, brand, financial condition, and results of operations.

improper, or otherwise inappropriate activities by our couriers, including the activities of individuals who may have previously engaged

with, but are not then receiving or providing services offered through, our Platform or individuals who are intentionally impersonating

users or couriers or the activities of couriers while purchasing lottery game tickets, may occur, which could adversely affect our reputation,

brand, business, financial condition, and results of operations and could cause the value of our securities to decline or become worthless.

These activities may include attempted theft, unauthorized use of payment card or financial account information, user identity theft,

theft of lottery games, and other misconduct.

Such activities may result in injuries or damage for users and third parties, or business

interruptions, reputational and brand damage, or other significant liabilities for us.

we have implemented various measures intended to anticipate, identify, and address the risk of these types of activities, these measures

may not adequately address or prevent all illegal, improper, or otherwise inappropriate activity by these parties from occurring and

such conduct could expose us to liability, including through litigation, or adversely affect our brand or reputation.

At the same time,

if the measures we have taken to guard against these illegal, improper, or otherwise inappropriate activities, such as our requirement

that all couriers undergo a background check, are too restrictive and inadvertently prevent couriers and users otherwise in good standing

from using our Platform, or if we are unable to implement and communicate these measures fairly and transparently or are perceived to

have failed to do so, the growth and engagement of the number of couriers and users on our Platform and their use of our Platform could

be adversely affected.

Any of the foregoing risks could adversely affect our business, financial condition, and results of operations

and could cause the value of our securities to decline or become worthless.

Relating to our Dependence on Third Parties

business model depends upon the compatibility between our B2C Platform and the major mobile operating systems and upon third-party platforms

for the distribution of our product offerings.

If Google Play or the Apple App Store or other mobile download sites prevent users from

downloading our apps or if our advertising is blocked or rejected from being delivered to our users, our ability to grow our revenue,

profitability, and prospects may be adversely affected.

operational, our users access our B2C Platform product offerings on mobile devices and web applications, and accordingly, our business

model depends upon the compatibility between our application and the major mobile operating systems.

Third parties with whom we do not

have any formal relationships control the design of mobile devices and operating systems.

These parties frequently introduce new devices,

and from time to time they may introduce new operating systems or modify existing ones.

Network carriers may also impact the ability

to download applications or access specified content on mobile devices.

addition, when operational, we rely upon third-party platforms for distribution of our product offerings.

The Google Play store and Apple

App Store are global application distribution platforms and have been the main distribution channels for our application.

promotion, distribution and operation of our application are subject to the respective distribution platforms’ standard terms and

policies for application developers, which are very broad and subject to frequent changes and interpretation.

Furthermore, the distribution

platforms may not enforce their standard terms and policies for application developers consistently and uniformly across all applications

and with all publishers.

is no guarantee that popular mobile devices will support or feature our product offerings when operational, or that mobile device users

will continue to use our product offerings rather than competing products.

We are dependent on the interoperability of our technology

with popular mobile operating systems, technologies, networks and standards that we do not control, such as the Android and iOS operating

systems, and any changes, bugs, technical or regulatory issues in such systems, our relationships with mobile manufacturers and carriers,

or in their terms of service or policies that degrade our offerings’ functionality, reduce or eliminate our ability to distribute

our offerings, give preferential treatment to competitive products, limit our ability to deliver high quality offerings, or impose fees

or other charges related to delivering our offerings, could adversely affect our product usage and monetization on mobile devices.

we may not successfully cultivate relationships with key industry participants or develop product offerings that operate effectively

with these technologies, systems, networks, regulations, or standards.

If it is difficult for our users to access and use our offerings

on their mobile devices, if our users choose not to access or use our offerings on their mobile devices, or if our users choose to use

mobile products that do not offer access to our offerings, our user growth, retention, and engagement could be seriously harmed.

if any of the third-party platforms used for distribution of our product offerings were to limit or disable advertising on their platforms,

either because of technological constraints or because the owner of these distribution platforms wished to impair our ability to serve

ads on them, our ability to generate revenue could be harmed.

Also, technologies may be developed that can block the display of our ads.

changes could materially impact the way we do business, and if we or our advertising partners are unable to quickly and effectively adjust

to those changes, there could be an adverse effect on our business, financial condition, and results of operations.

We rely on third-party providers for validation

services regarding our users, and if such providers fail to perform adequately, provide inaccurate information, or we do not maintain

business relationships with them, our business, financial condition, and results of operations could be adversely affected.

We currently, and will in

the future, rely on third-party providers to assist in some or all of the required validation of the identity, verification of the age,

or geo-location of our prospective users, however, there is no guarantee that such third-party systems will perform adequately, or at

all, or be effective.

To the extent that we rely on third parties for our identity, age, or geolocation systems to ensure that we are

in compliance with certain laws and regulations, any service disruption to those systems would prohibit us from operating our offerings

and would adversely affect our business.

Additionally, incorrect or misleading geolocation, age, and identity verification data with respect

to current or potential users received from third-party service providers may result in us inadvertently allowing access to our offerings

to individuals who should not be permitted to access them, or otherwise inadvertently deny access to individuals who should be able to

access our offerings, in each case based on inaccurate identity or geographic location determination.

Our third-party geolocation services

provider relies on its ability to obtain information necessary to determine geolocation from mobile devices, operating systems, and other

Changes, disruptions, or temporary or permanent failure to access such sources by our third-party services providers may result

in their inability to accurately determine the location of our users.

Moreover, our inability to maintain our existing contracts with

third-party services providers, or to replace them with equivalent third parties, may result in our inability to access geolocation, age

and identity verification data necessary for our day-to-day operations.

If any of these risks materializes, we may be subject to

disciplinary action, fines, lawsuits, and our business, financial condition, and results of operations could be adversely affected.

We rely on third-party payment processors

to process payments and withdrawals made by our users, and if we cannot manage our relationships with such third parties and other payment-related

risks, our business, financial condition, and results of operations could be adversely affected.

We rely on a limited number

of third-party payment processors to process payments and withdrawals made by our users.

If any of our third-party payment processors

terminates its relationship with us or refuses to renew their agreements with us on commercially reasonable terms, we would need to find

an alternate payment processors, and may not be able to secure similar terms or replace such payment processors in an acceptable time

Further, the software and services provided by our third-party payment processors may not meet our expectations, contain errors

or vulnerabilities, be compromised or experience outages.

Any of these risks could cause us to lose our ability to accept payments or

other payment transactions or make timely payments to our users, any of which could make our technology less trustworthy and convenient

and adversely affect our ability to attract and retain our users.

Nearly all of our payments

are made by credit card, debit card, automated clearing house transaction, or through other third-party payment services, which subjects

us to certain regulations and to the risk of fraud.

We may in the future offer new payment options to users that may be subject to additional

regulations and risks.

We are also subject to a number of other laws and regulations relating to the payments we accept from our users

and customers, including with respect to money laundering, money transfers, privacy, and information security.

If we fail to comply with

applicable rules and regulations, we may be subject to civil or criminal penalties, fines and/or higher transaction fees and may lose

our ability to accept online payments or other payment card transactions, which could make our offerings less convenient and attractive

to our users and customers.

If any of these events were to occur, our business, financial condition, and results of operations could be

adversely affected.

For example, if we are deemed

to be a money transmitter as defined by applicable regulation, we could be subject to certain laws, rules and regulations enforced by

multiple authorities and governing bodies in the U.S.

and numerous state and local agencies who may define money transmitter differently.

These changes could materially impact the way we do business, and if we or our advertising partners are unable to quickly and effectively

adjust to those changes, there could be an adverse effect on our business, financial condition, and results of operations and could cause

the value of our securities to decline or become worthless.

rely on third-party providers for validation services regarding our users, and if such providers fail to perform adequately, provide

inaccurate information, or we do not maintain business relationships with them, our business, financial condition, and results of operations

could be adversely affected.

have relied and expect to rely in the future on third-party providers to assist in some or all of the required validation of the identity,

verification of the age, or geo-location of our prospective users, however, there is no guarantee that such third-party systems will

perform adequately, or at all, or be effective.

To the extent that we rely on third parties for our identity, age, or geolocation systems

to ensure that we are in compliance with certain laws and regulations, any service disruption to those systems would prohibit us from

operating our offerings and would adversely affect our business.

Additionally, incorrect or misleading geolocation, age, and identity

verification data with respect to current or potential users received from third-party service providers may result in us inadvertently

allowing access to our offerings to individuals who should not be permitted to access them, or otherwise inadvertently deny access to

individuals who should be able to access our offerings, in each case based on inaccurate identity or geographic location determination.

When operational, our third-party geolocation services provider relies on its ability to obtain information necessary to determine geolocation

from mobile devices, operating systems, and other sources.

When operational, changes, disruptions, or temporary or permanent failure

to access such sources by our third-party services providers may result in their inability to accurately determine the location of our

Moreover, our inability to maintain our contracts with third-party services providers, or to replace them with equivalent third

parties, may result in our inability to access geolocation, age and identity verification data necessary for our day-to-day operations.

If any of these risks materializes, we may be subject to disciplinary action, fines, lawsuits, and our business, financial condition,

and results of operations could be adversely affected.

rely on third-party payment processors to process payments and withdrawals made by our users, and if we cannot manage our relationships

with such third parties and other payment-related risks, our business, financial condition, and results of operations could be adversely

operational, we rely on a limited number of third-party payment processors to process payments and withdrawals made by our users.

any of our third-party payment processors terminates its relationship with us or refuses to renew their agreements with us on commercially

reasonable terms, we would need to find an alternate payment processors, and may not be able to secure similar terms or replace such

payment processors in an acceptable time frame.

Further, the software and services provided by our third-party payment processors may

not meet our expectations, contain errors or vulnerabilities, be compromised or experience outages.

Any of these risks could cause us

to lose our ability to accept payments or other payment transactions or make timely payments to our users, any of which could make our

technology less trustworthy and convenient and adversely affect our ability to attract and retain our users.

all of our payments have been made by credit card, debit card, automated clearing house transaction, or through other third-party payment

services, which subjects us to certain regulations and to the risk of fraud.

We may in the future offer new payment options to users

that may be subject to additional regulations and risks.

We are also subject to a number of other laws and regulations relating to the

payments we accept from our users and customers, including with respect to money laundering, money transfers, privacy, and information

If we fail to comply with applicable rules and regulations, we may be subject to civil or criminal penalties, fines and/or

higher transaction fees and may lose our ability to accept online payments or other payment card transactions, which could make our offerings

less convenient and attractive to our users and customers.

If any of these events were to occur, our business, financial condition, and

results of operations could be adversely affected.

example, if we are deemed to be a money transmitter as defined by applicable regulation, we could be subject to certain laws, rules and

regulations enforced by multiple authorities and governing bodies in the U.S.

and numerous state and local agencies who may define money

transmitter differently.

Certain states may have a more expansive view of who qualifies as a money transmitter.

Additionally, outside of the U.S., we could be

subject to additional laws, rules and regulations related to the provision of payments and financial services, and if we expand into new

jurisdictions, the foreign regulations and regulators governing our business that we are subject to will expand as well.

If we are found

to be a money transmitter under any applicable regulation and we are not in compliance with such regulations, we may be subject to fines

or other penalties in one or more jurisdictions levied by federal, state or local regulators, including state Attorneys General, as well

as those levied by foreign regulators.

In addition to fines, penalties for failing to comply with applicable rules and regulations could

include criminal and civil proceedings, forfeiture of significant assets or other enforcement actions.

We could also be required to make

changes to our business practices or compliance programs as a result of regulatory scrutiny.

Additionally, our payment

processors require us to comply with payment card network operating rules, which are set and interpreted by the payment card networks.

The payment card networks could adopt new operating rules or interpret or reinterpret existing rules in ways that might restrict or prohibit

us from using certain payment methods in providing certain offerings to some users, be costly to implement or difficult to implement.

We have agreed to reimburse our payment processors for fines they are assessed by payment card networks if we or our users violate these

Additionally, outside

of the U.S., we could be subject to additional laws, rules and regulations related to the provision of payments and financial services,

and if we expand into new jurisdictions, the foreign regulations and regulators governing our business that we are subject to will expand

If we are found to be a money transmitter under any applicable regulation and we are not in compliance with such regulations,

we may be subject to fines or other penalties in one or more jurisdictions levied by federal, state or local regulators, including state

Attorneys General, as well as those levied by foreign regulators.

In addition to fines, penalties for failing to comply with applicable

rules and regulations could include criminal and civil proceedings, forfeiture of significant assets or other enforcement actions.

could also be required to make changes to our business practices or compliance programs as a result of regulatory scrutiny.

Additionally,

our payment processors require us to comply with payment card network operating rules, which are set and interpreted by the payment card

The payment card networks could adopt new operating rules or interpret or reinterpret existing rules in ways that might restrict

or prohibit us from using certain payment methods in providing certain offerings to some users, be costly to implement or difficult to

We have agreed to reimburse our payment processors for fines they are assessed by payment card networks if we or our users

violate these rules.

Any of the foregoing risks could adversely affect our business, financial condition and results of operations.

Our technology contains third-party open-source

software components, and failure to comply with the terms of the underlying open-source software licenses could restrict our ability to

provide our offerings.

Our technology contains software

modules licensed to us by third-party authors under “open source” licenses, including the distributed ledger technology, which

we currently use and intend to continue to use in our Platform.

Use and distribution of open-source software may entail greater risks

than use of third-party commercial software, as open-source licensors generally do not provide support, warranties, indemnification or

other contractual protections regarding infringement claims or the quality of the code.

In addition, the public availability of such software

may make it easier for others to compromise our technology.

Some open-source licenses

contain requirements that we make available source code for modifications or derivative works we create based upon the type of open-source

software we use or grant other licenses to our intellectual property.

If we combine our software with open-source software in a certain

manner, we could, under certain open-source licenses, be required to release the source code of our software to the public.

allow our competitors to create similar offerings with lower development effort and time and ultimately could result in a loss of our

competitive advantages.

Alternatively, to avoid the public release of the affected portions of our source code, we could be required to

expend substantial time and resources to re-engineer some or all of our software.

Although we monitor our use

of open-source software to avoid subjecting our technology to conditions we do not intend, the terms of many open-source licenses have

not been interpreted by U.S.

or foreign courts, and there is a risk that these licenses could be construed in a way that could impose

unanticipated conditions or restrictions on our ability to provide or distribute our technology.

From time to time, there have been claims

challenging the ownership of open-source software against companies that incorporate open-source software into their solutions.

we could be subject to lawsuits by parties claiming ownership of what we believe to be open-source software.

Moreover, we cannot assure

you that our processes for controlling our use of open-source software in our technology will be effective.

If we are held to have breached

or failed to fully comply with all the terms and conditions of an open source software license, we could face infringement or other liability,

or be required to seek costly licenses from third parties to continue providing our offerings on terms that are not economically feasible,

to re-engineer our technology, to discontinue or delay the provision of our offerings if re-engineering could not be accomplished on a

timely basis or to make generally available, in source code form, our proprietary code, any of which could adversely affect our business,

financial condition, and results of operations.

If we cannot license rights to use third-party

technologies on reasonable terms, we may not be able to commercialize new products or services in the future.

In the future, we may license

third-party technology to develop or commercialize new products or offer new services.

In return for the use of a third-party’s

technology, we may agree to pay the licensor royalties based on sales of our products or services.

Royalties are a component of cost of

revenue and affect the margins on our products.

We may also need to negotiate licenses to use third-party intellectual property.

may suffer if we are unable to enter into the necessary licenses on acceptable terms, or at all, if any necessary licenses are subsequently

terminated, if the licensors fail to abide by the terms of the license or fail to prevent infringement by third parties, or if the licensed

patents or other rights are found to be invalid or unenforceable.

We rely on relationships with lottery organizations

from which we acquire lottery data information for the provision of our Data Services.

Loss of existing relationships or failure to expand

existing relationships may cause loss of competitive advantage or require us to modify, limit or discontinue certain offerings, which

could materially affect our business, financial condition and results of operations.

We rely on relationships with

lottery organizations from which we acquire rights to collect and supply lottery data that we provide to our users and customers.

future success of our Data Service business may depend, in part, on our ability to obtain, retain and expand relationships with lottery

organizations.

technology contains third-party open-source software components, and failure to comply with the terms of the underlying open-source software

licenses could restrict our ability to provide our offerings.

technology contains software modules licensed to us by third-party authors under “open source” licenses, including the distributed

ledger technology, which we currently use and intend to continue to use in our Platform.

Use and distribution of open-source software

may entail greater risks than use of third-party commercial software, as open-source licensors generally do not provide support, warranties,

indemnification or other contractual protections regarding infringement claims or the quality of the code.

In addition, the public availability

of such software may make it easier for others to compromise our technology.

open-source licenses contain requirements that we make available source code for modifications or derivative works we create based upon

the type of open-source software we use or grant other licenses to our intellectual property.

If we combine our software with open-source

software in a certain manner, we could, under certain open-source licenses, be required to release the source code of our software to

This would allow our competitors to create similar offerings with lower development effort and time and ultimately could

result in a loss of our competitive advantages.

Alternatively, to avoid the public release of the affected portions of our source code,

we could be required to expend substantial time and resources to re-engineer some or all of our software.

we monitor our use of open-source software to avoid subjecting our technology to conditions we do not intend, the terms of many open-source

licenses have not been interpreted by U.S.

or foreign courts, and there is a risk that these licenses could be construed in a way that

could impose unanticipated conditions or restrictions on our ability to provide or distribute our technology.

From time to time, there

have been claims challenging the ownership of open-source software against companies that incorporate open-source software into their

As a result, we could be subject to lawsuits by parties claiming ownership of what we believe to be open-source software.

Moreover, we cannot assure you that our processes for controlling our use of open-source software in our technology will be effective.

If we are held to have breached or failed to fully comply with all the terms and conditions of an open source software license, we could

face infringement or other liability, or be required to seek costly licenses from third parties to continue providing our offerings on

terms that are not economically feasible, to re-engineer our technology, to discontinue or delay the provision of our offerings if re-engineering

could not be accomplished on a timely basis or to make generally available, in source code form, our proprietary code, any of which could

adversely affect our business, financial condition, and results of operations and could cause the value of our securities to decline

or become worthless.

we cannot license rights to use third-party technologies on reasonable terms, we may not be able to commercialize new products or services

in the future.

the future, we may license third-party technology to develop or commercialize new products or offer new services.

In return for the use

of a third-party’s technology, we may agree to pay the licensor royalties based on sales of our products or services.

are a component of cost of revenue and affect the margins on our products.

We may also need to negotiate licenses to use third-party

intellectual property.

Our business may suffer if we are unable to enter into the necessary licenses on acceptable terms, or at all,

if any necessary licenses are subsequently terminated, if the licensors fail to abide by the terms of the license or fail to prevent

infringement by third parties, or if the licensed patents or other rights are found to be invalid or unenforceable.

rely on relationships with lottery organizations from which we acquire lottery data information for the provision of our Data Services.

Loss of existing relationships or failure to expand existing relationships may cause loss of competitive advantage or require us to modify,

limit or discontinue certain offerings, which could materially affect our business, financial condition and results of operations.

rely on relationships with lottery organizations from which we acquire rights to collect and supply lottery data that we provide to our

users and customers.

The future success of our Data Service business may depend, in part, on our ability to obtain, retain and expand

relationships with lottery organizations.

We have arrangements with lottery organizations for rights to their data.

Our arrangements with lottery organizations may

not continue to be available to us.

In the event that we lose existing arrangements or cannot continue and expand existing arrangements,

we may lose our competitive advantage or be required to discontinue or limit our offerings or services.

The loss of such arrangements

may cause loss of competitive advantage and could materially adversely affect our financial condition, business and results of operations.

Our ability to acquire lottery games in

certain jurisdictions depends significantly on our agreement with Master Goblin, and any adverse change in that agreement could adversely

affect our business, financial condition and results of operations.

Our ability to efficiently

acquire lottery games as requested by users in certain jurisdictions is highly dependent on our services agreement, dated as of March 10,

2020 (as amended, the “Services Agreement”), with Master Goblin Games, LLC (“Master Goblin”), an entity wholly

owned by Ryan Dickinson, an officer of the Company.

Master Goblin leases or will lease one or more retail locations in jurisdictions in

in which we operate and operates tabletop games stores and the ancillary business of being a sales agent or retailer licensed

by the state lottery commission of such jurisdiction to sell lottery game tickets from such retail location.

Pursuant to the Services

Agreement, the Company acquires lottery games as requested by users in certain jurisdictions from Master Goblin in such jurisdictions.

The Services Agreement has

an initial term of three years and will automatically renew one year terms following the expiration of the initial three year term.

The Services Agreement may be terminated by either party by providing written notice in the event the other party is in material breach

and such material breach has not been cured within 60 days of providing such notice.

Such terminating party must provide written

notice of its intent to terminate no less than thirty days prior to the automatic renewal date to prevent the renewal.

If the Services

Agreement is terminated or substantially amended on terms that are not favorable to the Company, including in the event of the termination

Dickinson’s roles with the Company, until such time as we make similar alternative arrangements with a licensed sales

agent or retailer licensed by the state lottery commission of such jurisdiction to sell lottery game tickets, we would be required to

employ and deploy individual messengers to acquire the lottery game tickets that we require, which may have significantly higher risk

and costs associated with such employment and deployment, or seek alternative arrangements, which may not be available on similar terms

In the jurisdictions in which it operates, there are very few companies in the market that provide retail services that are

similar to those provided by Master Goblin or otherwise appropriate to qualify for or obtain a license from the relevant state lottery

commission to sell lottery game tickets and fulfill obligations under an agreement similar to the Services Agreement, and in any event,

there is no guarantee that they would timely qualify for such a license from the appropriate state lottery commission or at all.

fail to quickly locate, negotiate and finalize alternative arrangements, or if we do, but such alternatives do not provide for terms that

are as favorable as those currently provided and utilized, we would experience a material reduction in our revenues and, in turn, our

business, financial condition and results of operations would be adversely affected.

Geographic Expansion and Acquisition Risks

Our business plan includes the evaluation

and potential acquisition and integration of businesses or their assets.

Our business may suffer if we are unable to successfully undertake

the integrations into the Company or otherwise manage the growth associated with such acquisitions, which could adversely affect our operating

results and result in charges to earnings, impairing our business, financial condition, and results of operations.

As part of our business strategy,

we have made, and we intend to continue to make, acquisitions as opportunities arise to add new or complementary businesses, products,

brands or technologies, including, for example complementary and synergistic lottery game businesses in jurisdictions with sizable TAM,

such as Eastern Europe and Africa, that will assist in our plans to expand our global footprint and technological offerings.

to time, we may enter into letters of intent, agreements, agreements in principle or memoranda of understanding or similar documents or

commitments related to acquisitions of a new or complementary business.

In some cases, the costs of such acquisitions may be substantial,

including as a result of professional fees and due diligence efforts.

There is no assurance that the time and resources expended on pursuing

a particular acquisition will result in a completed transaction, or that any completed transaction will ultimately be successful.

we may be unable to identify suitable acquisition or strategic investment opportunities or may be unable to obtain any required financing

or governmental licenses, findings of suitability, registrations, permits and approvals, and therefore may be unable to complete such

acquisitions or strategic investments on favorable terms, if at all, and in accordance with requirements.

We may decide to pursue acquisitions

with which our investors may not agree and we cannot assure investors that any acquisition or investment will be successful or otherwise

provide a favorable return on investment.

In addition, acquisitions and the integration thereof require significant time and resources

and place significant demands on our management, as well as on our operational and financial infrastructure.

In addition, if we fail to

successfully close transactions or integrate new teams, or integrate the products and technologies associated with these acquisitions

into our organization, our business could be seriously harmed.

Acquisitions may expose us to operational challenges and risks, including,

without limitation:

● the ability to profitably manage acquired businesses

or successfully integrate the acquired businesses’ operations, culture, personnel, financial reporting, accounting and internal

controls, technologies, and products into our business;

● increased indebtedness and the expense of integrating

acquired businesses, including significant administrative, operational, economic, geographic, or cultural challenges in managing and integrating

the expanded or combined operations;

● entry into jurisdictions or acquisition of products

or technologies with which we have limited or no prior experience, and the potential of increased competition with new or existing competitors

as a result of such acquisitions;

● exposure to compliance, intellectual property

or other issues, not uncovered by a limited due diligence review of the target or otherwise;

● diversion of management’s attention and

the over-extension of our operating infrastructure and our management systems, information technology systems, and internal controls and

procedures, which may be inadequate to support growth;

● the ability to fund our capital needs and any

cash flow shortages that may occur if anticipated revenue is not realized or is delayed, whether by general economic or market conditions,

or unforeseen internal difficulties;

● the ability to retain or hire qualified personnel

required for expanded operations.

Our acquisition strategy may

not succeed if we are unable to remain attractive to target companies or expeditiously close transactions.

Issuing additional equity to

fund an acquisition would cause economic dilution to existing stockholders.

If we develop a reputation for being a difficult acquirer

or having an unfavorable work environment, or target companies view our equity unfavorably, we may be unable to consummate key acquisition

transactions essential to our corporate strategy and our business may be seriously harmed.

Our strategy anticipates substantial growth,

and if we fail to adequately scale product offerings and manage our entry into new territories, our business and reputation may be harmed.

Our business strategy contemplates

substantial growth in our user and customer base, and a strategy to capture a larger share of a dynamic lottery market and shifting demographic,

primarily in the U.S.

Our arrangements

with lottery organizations may not continue to be available to us.

In the event that we lose existing arrangements or cannot continue

and expand existing arrangements, we may lose our competitive advantage or be required to discontinue or limit our offerings or services.

The loss of such arrangements may cause loss of competitive advantage and could materially adversely affect our financial condition,

business and results of operations.

Relating to Future Growth

strategy anticipates substantial growth, and if we fail to adequately scale product offerings and manage our entry into new territories,

our business and reputation may be harmed.

business strategy contemplates substantial growth in our user and customer base, and a strategy to capture a larger share of a dynamic

lottery market and shifting demographic, primarily in the U.S.

but internationally as well.

Our growth has placed, and is expected to continue to place, a significant strain

on our managerial, administrative, operational and financial resources and our infrastructure.

Our future success will depend, in part,

upon the ability of our senior management to manage growth effectively.

This will require us to, among other things:

● implement additional management information systems;

● further develop our operating, administrative,

legal, compliance, financial and accounting systems and controls;

● hire additional qualified personnel and develop

human capital;

● comply with additional regulatory regimes, securing

licenses, findings of suitability, registrations, permits and approvals;

● maintain close coordination among our engineering,

operations, legal, compliance, finance, sales and marketing and customer service and support organizations.

Failure to accomplish any

of these requirements could adversely affect our ability to deliver our product, service, and systems offerings in a timely fashion, fulfill

existing commitments or attract and retain new users and customers.

We may require additional capital to support

our growth plans, including in connection with our expansion into new markets and our strategic acquisitions, and such capital may not

be available on reasonable terms or at all.

This could hamper our growth and adversely affect our business.

We intend to make significant

investments to support our business growth and may require additional funds to respond to business challenges, including the need to develop

new technology, services, and systems or enhance our existing offerings, improve our operating infrastructure, enhance our information

security systems to combat changing cyber threats, or implement more mature corporate and operating processes to support growth, and acquire

complementary businesses, personnel and technologies.

Our success depends on our ability to retain and acquire users and customers, which

may require significant investments and additional capital.

Accordingly, we may need to engage in equity or debt financings to secure

additional funds.

Our ability to obtain additional capital, if and when required, will depend on our business plans, investor demand,

our operating performance, market conditions, our credit rating, and other factors.

If we raise additional funds by issuing equity, equity-linked

or debt securities, those securities may have rights, preferences or privileges senior to the rights of our currently issued and outstanding

equity or debt, and our existing stockholders may experience dilution.

If we are unable to obtain additional capital when required, or

on reasonable terms, our ability to continue to support our business growth or to respond to business opportunities, challenges or unforeseen

circumstances could be adversely affected, and our business may be harmed.

We may face difficulties as we expand our

operations into new markets in which we have limited or no prior operating experience.

Our capacity for continued

growth depends, in part, on our ability to expand our operations into, and compete effectively in, new local entertainment, gaming and

Online Lottery markets.

It may be difficult for us to understand and accurately predict consumer preferences and spending habits in these

new local markets.

Our growth has previously placed, and is

expected to continue to place, a significant strain on our managerial, administrative, operational and financial resources and our infrastructure.

Our future success will depend, in part, upon the ability of our senior management to manage growth effectively.

This will require us

to, among other things:

additional management information systems;

develop our operating, administrative, legal, compliance, financial and accounting systems and controls;

additional qualified personnel and develop human capital;

with additional regulatory regimes, securing licenses, findings of suitability, registrations, permits and approvals;

close coordination among our engineering, operations, legal, compliance, finance, sales and marketing and customer service and support

organizations.

to accomplish any of these requirements could adversely affect our ability to deliver our product, service, and systems offerings in

a timely fashion, fulfill existing commitments or attract and retain new users and customers.

may face difficulties as we expand our operations into new markets in which we have limited or no prior operating experience.

capacity for growth depends, in part, on our ability to expand our operations into, and compete effectively in, new local entertainment,

gaming and Online Lottery markets.

It may be difficult for us to understand and accurately predict consumer preferences and spending

habits in these new local markets.

In addition, each market has unique regulatory dynamics.

These include laws and regulations that can directly or indirectly

affect our ability to operate.

These include laws and regulations that can

directly or indirectly affect our ability to operate.

In addition, each market is subject to distinct competitive and operational dynamics.

These include our

ability to offer more attractive products, services and systems than alternative options and our ability to efficiently attract and retain

users and customers, all of which affect our sales, results of operations, and key business metrics.

As a result, we may experience fluctuations

in our results of operations due to the changing dynamics in the local markets where we operate.

If we invest substantial time and resources

to expand our operations and are unable to manage these risks effectively, our business, financial condition, and results of operations

could be adversely affected.

International Operations Risks

The international scope of our operations

may expose us to increased legal and regulatory risks, and our international operations and corporate and financing structure may expose

us to potentially adverse tax consequences.

We have international operations,

including in Mexico as a result of the closing of our acquisition in June 2021 of Global Gaming Enterprises, Inc., which is a majority

shareholder of Electronicos y de Comunicacion, S.A.P.I de C.V.

These include our ability to offer more attractive products, services and systems than alternative options and our ability to efficiently

attract and retain users and customers, all of which affect our sales, results of operations, and key business metrics.

we may experience fluctuations in our results of operations due to the changing dynamics in the local markets where we operate.

invest substantial time and resources to expand our operations and are unable to manage these risks effectively, our business, financial

condition, and results of operations could be adversely affected.

International

Operations Risks

international scope of our operations may expose us to increased legal and regulatory risks, and our international operations and corporate

and financing structure may expose us to potentially adverse tax consequences.

have international operations, including in Mexico as a result of the closing of our acquisition in June 2021 of Global Gaming Enterprises,

Inc., which is a majority stockholder of Electronicos y de Comunicacion, S.A.P.I de C.V.

and JuegaLotto, S.A.

Accordingly, our business is subject to risks

resulting from differing legal and regulatory requirements, political, social and economic conditions, and unforeseeable developments

in a variety of jurisdictions.

Accordingly, our

business is subject to risks resulting from differing legal and regulatory requirements, political, social and economic conditions, and

unforeseeable developments in a variety of jurisdictions.

Our international operations are subject to the following risks, among others:

● political instability;

● international hostilities, military actions,

terrorist or cyber-terrorist activities, natural disasters, pandemics, and infrastructure disruptions;

● differing economic cycles and adverse economic

● unexpected changes in regulatory environments

and government interference in the economy, including lottery and gaming, data privacy and advertising laws and regulations;

● changes to economic and anti-money laundering

sanctions, laws and regulations;

● varying tax regimes, including with respect to

the imposition of withholding taxes on remittances and other payments by our partnerships or subsidiaries;

● differing labor regulations;

● foreign exchange controls and restrictions on

repatriation of funds;

● fluctuations in currency exchange rates;

● inability to collect payments or seek recourse

under or comply with ambiguous or vague commercial or other laws;

● insufficient protection against product piracy

and rights infringement and differing protections for intellectual property rights;

● varying attitudes towards lottery games and betting

by foreign governments;

● difficulties in attracting and retaining qualified

management and employees, or rationalizing our workforce;

● differing business practices, which may require

us to enter into agreements that include non-standard terms;

● difficulties in penetrating new markets due to

entrenched competitors, lack of recognition of our brands or lack of local acceptance of our products, services and systems.

Our overall success as a global

business depends, in part, on our ability to anticipate and effectively manage these risks, and there can be no assurance that we will

be able to do so without incurring unexpected costs.

If we are not able to manage the risks related to our international operations, our

business, financial condition, and results of operations may be materially affected.

We have expanded our presence

internationally, and any future actions or escalations that affect trade relations may cause global economic turmoil and potentially have

a negative impact on our business.

In particular, we may have access to fewer business opportunities and our international operations

may be negatively impacted.

As a result of the intended

growth of the international scope of our operations and our corporate and financing structure, we may become subject to taxation in, and

to the tax laws and regulations of, multiple jurisdictions.

Adverse developments in these laws or regulations, or any change in position

regarding the application, administration or interpretation of these laws or regulations in any applicable jurisdiction, could have a

material adverse effect on our business, financial condition and results of operations.

Furthermore, changes in or to the interpretation

of the tax laws or tax treaties of the countries in which we operate may adversely affect the manner in which we have structured our business

operations and legal entity structure to efficiently realize income or capital gains and mitigate withholding taxes, and may also subject

us to tax and return filing obligations in such countries that do not currently apply to us.

Such changes may increase our tax burden

and/or may cause us to incur additional costs and expenses in compliance with such changes.

In addition, the tax authorities in any applicable

jurisdiction may disagree with the positions we have taken or intend to take regarding the tax treatment or characterization of any of

our transactions, including the tax treatment or characterization of our indebtedness.

If any applicable tax authorities were to successfully

challenge the tax treatment or characterization of any of our transactions, it could result in the disallowance of deductions, the imposition

of withholding taxes, the reallocation of income or other consequences that could have a material adverse effect on our business, financial

condition and results of operations.

In addition, the U.S.

Government, the Organization for Economic Co-operation and Development (the “OECD”), and other government agencies

have had an extended focus on issues related to the taxation of multinational corporations.

Further, the introduction of a digital services

tax, such as the U.K.

digital services tax introduced with effect from April 1, 2020, may increase our tax burden, which could adversely

affect our business, financial condition and results of operations.

Finally, the international scope of our business operations could

subject us to multiple overlapping tax regimes that can make it difficult to determine what our obligations are in particular situations.

Fluctuating foreign currency and exchange

rates may negatively impact our business, results of operations, and financial position.

Due to our international operations,

a portion of our business is denominated in foreign currencies.

As a result, fluctuations in foreign currency and exchange rates may have

an impact on our business, results of operations and financial position.

Foreign currency exchange rates have fluctuated and may continue

to fluctuate.

Significant foreign currency exchange rate fluctuations may negatively impact our international revenue, which in turn affects

our consolidated revenue.

Currencies may be affected by internal factors, general economic conditions and external developments in other

countries, all of which can have an adverse impact on a country’s currency.

Currently, we are not party to any hedging transactions

intended to reduce our exposure to exchange rate fluctuations.

We may seek to enter into hedging transactions in the future, but we may

be unable to enter into these transactions successfully, on acceptable terms or at all.

We cannot predict whether we will incur foreign

exchange losses in the future.

Further, significant foreign exchange fluctuations resulting in a decline in the respective local currency

may decrease the value of our foreign assets, as well as decrease our revenues and earnings from our foreign subsidiaries, which would

reduce our profitability and adversely affect our financial position.

Intellectual Property Risks

If we are unable to protect our intellectual

property and proprietary rights or prevent its unauthorized use by third parties, our ability to compete in the market or our business,

financial condition, and results of operations may be harmed.

We have and seek to protect

our intellectual property to ensure that our competitors do not use such intellectual property.

However, intellectual property laws in

and in other jurisdictions may afford differing and limited protection, may not permit us to gain or maintain a competitive

advantage, and may not prevent our competitors from duplicating our products, designing around our proprietary products or technology,

or gaining access to our proprietary information and technology, and are costly and time consuming.

Currently, we have one trademark

registered with the U.S.

Patent and Trademark Office and the registration of eight other word marks and one logo is pending with the U.S.

international

hostilities, military actions, wars, terrorist or cyber-terrorist activities, natural disasters, pandemics, and infrastructure disruptions;

economic cycles and adverse economic conditions;

changes in regulatory environments and government interference in the economy, including lottery and gaming, data privacy and advertising

laws and regulations;

to economic and anti-money laundering sanctions, laws and regulations;

tax regimes, including with respect to the imposition of withholding taxes on remittances and other payments by our partnerships

or subsidiaries;

labor regulations;

exchange controls and restrictions on repatriation of funds;

in currency exchange rates;

to collect payments or seek recourse under or comply with ambiguous or vague commercial or other laws;

protection against product piracy and rights infringement and differing protections for intellectual property rights;

attitudes towards lottery games and betting by foreign governments;

in attracting and retaining qualified management and employees, or rationalizing our workforce;

business practices, which may require us to enter into agreements that include non-standard terms;

in penetrating new markets due to entrenched competitors, lack of recognition of our brands or lack of local acceptance of our products,

services and systems.

overall success as a global business depends, in part, on our ability to anticipate and effectively manage these risks, and there can

be no assurance that we will be able to do so without incurring unexpected costs.

If we are not able to manage the risks related to our

international operations, our business, financial condition, and results of operations may be materially affected.

have expanded our presence internationally, and any future actions or escalations that affect trade relations may cause global economic

turmoil and potentially have a negative impact on our business.

In particular, we may have access to fewer business opportunities and

our international operations may be negatively impacted.

a result of the intended growth of the international scope of our operations and our corporate and financing structure, we may become

subject to taxation in, and to the tax laws and regulations of, multiple jurisdictions.

Adverse developments in these laws or regulations,

or any change in position regarding the application, administration or interpretation of these laws or regulations in any applicable

jurisdiction, could have a material adverse effect on our business, financial condition and results of operations.

Furthermore, changes

in or to the interpretation of the tax laws or tax treaties of the countries in which we operate may adversely affect the manner in which

we have structured our business operations and legal entity structure to efficiently realize income or capital gains and mitigate withholding

taxes, and may also subject us to tax and return filing obligations in such countries that do not currently apply to us.

may increase our tax burden and/or may cause us to incur additional costs and expenses in compliance with such changes.

the tax authorities in any applicable jurisdiction may disagree with the positions we have taken or intend to take regarding the tax

treatment or characterization of any of our transactions, including the tax treatment or characterization of our indebtedness.

applicable tax authorities were to successfully challenge the tax treatment or characterization of any of our transactions, it could

result in the disallowance of deductions, the imposition of withholding taxes, the reallocation of income or other consequences that

could have a material adverse effect on our business, financial condition and results of operations.

addition, the U.S.

Congress, the U.K.

Government, the Organization for Economic Co-operation and Development (the “OECD”),

and other government agencies have had an extended focus on issues related to the taxation of multinational corporations.

introduction of a digital services tax, such as the U.K.

digital services tax introduced with effect from April 1, 2020, may increase

our tax burden, which could adversely affect our business, financial condition and results of operations.

Finally, the international

scope of our business operations could subject us to multiple overlapping tax regimes that can make it difficult to determine what our

obligations are in particular situations.

foreign currency and exchange rates may negatively impact our business, results of operations, and financial position.

to our international operations, a portion of our business is denominated in foreign currencies.

As a result, fluctuations in foreign

currency and exchange rates may have an impact on our business, results of operations and financial position.

Foreign currency exchange

rates have fluctuated and may continue to fluctuate.

Significant foreign currency exchange rate fluctuations may negatively impact our

international revenue, which in turn would affect our consolidated revenue.

Currencies may be affected by internal factors, general economic

conditions and external developments in other countries, all of which can have an adverse impact on a country’s currency.

we are not party to any hedging transactions intended to reduce our exposure to exchange rate fluctuations.

We may seek to enter into

hedging transactions in the future, but we may be unable to enter into these transactions successfully, on acceptable terms or at all.

We cannot predict whether we will incur foreign exchange losses in the future.

Further, significant foreign exchange fluctuations resulting

in a decline in the respective local currency may decrease the value of our foreign assets, as well as decrease our revenues and earnings

from our foreign subsidiaries, which would reduce our profitability and adversely affect our financial position.

Property Risks

we are unable to protect our intellectual property and proprietary rights or prevent its unauthorized use by third parties, our ability

to compete in the market or our business, financial condition, and results of operations may be harmed.

have and continue to seek to protect our intellectual property to ensure that our competitors do not use such intellectual property.

However, intellectual property laws in the U.S.

and in other jurisdictions may afford differing and limited protection, may not permit

us to gain or maintain a competitive advantage, and may not prevent our competitors from duplicating our products, designing around our

proprietary products or technology, or gaining access to our proprietary information and technology, and are costly and time consuming.

of December 31, 2022, we had one trademark registered with the U.S.

Patent and Trademark Office and the registration of six other

word marks and one logo was pending with the U.S.

Patent and Trademark Office.

Our success may depend, in part, on our ability to obtain trademark protection for the names or symbols under

which we market our products and to obtain copyright protection, which may not always be successful.

We are continually evaluating opportunities

to file patents.

We cannot provide assurance that any future patent applications we hold or have rights to will result in an issued patent,

or that, if patents are issued, they would necessarily provide meaningful protection against competitors and competitive technologies

or adequately protect our then-current technologies.

Additionally, even if granted, we may not be able to build and maintain goodwill

in our trademarks or obtain trademark or patent protection, and there can be no assurance that any trademark, copyright, or issued patent

will provide competitive advantages for us or that our intellectual property will not be successfully challenged or circumvented by competitors.

We may not be able to prevent

the unauthorized disclosure or use of our technical knowledge or trade secrets.

For example, there can be no assurance that consultants,

vendors, partners, former employees, or current employees will not breach their obligations regarding non-disclosure and restrictions

Anyone could seek to challenge, invalidate, circumvent, or render unenforceable any patent that we seek protection over in the

We may not be able to detect the unauthorized use of our intellectual property, prevent breaches of our cybersecurity efforts,

or take appropriate steps to enforce our proprietary or intellectual property rights effectively.

In addition, certain contractual provisions,

including restrictions on use, copying, transfer, and disclosure of software, may be unenforceable under the laws of certain jurisdictions.

We intend to enforce our intellectual

property rights, and from time to time may initiate claims against third parties that we believe are infringing our intellectual property

Litigation brought to protect and enforce our intellectual property rights could be costly, time-consuming, and distracting to

management, could fail to obtain the results sought, and could have a material adverse effect on our results of operations, business,

and financial condition.

The intellectual property rights of others,

including claims of third parties that we are infringing on their intellectual property and proprietary rights, may prevent us from developing

new products, services and systems, entering new markets or may expose us to significant license fees, liability, or costly litigation.

Our success depends, in part,

on our ability to continually adapt our business activities, products, services, and systems to incorporate new technologies and to expand

into entertainment and gaming markets that may be created by new technologies.

If technologies are protected by the intellectual property

rights of others, including our competitors, we may be prevented from introducing products, services or systems based on these technologies

or expanding into markets created by these technologies.

If the intellectual property rights of others prevent us from taking advantage

of innovative technologies, our prospects, results of operations, cash flows, and financial condition may be adversely affected.

We cannot assure that our

business activities, products, services, and systems will not infringe upon the proprietary rights of others, or that other parties will

not assert infringement claims against us.

Our success may depend, in part, on our ability to obtain

trademark protection for the names or symbols under which we market our products and to obtain copyright protection, which may not always

be successful.

We are continually evaluating opportunities to file patents.

Any future patent applications we hold or have rights to

may not result in an issued patent, and if patents are issued, they may not necessarily provide meaningful protection against competitors

and competitive technologies or adequately protect our then-current technologies.

Additionally, even if granted, we may not be able to

build and maintain goodwill in our trademarks or obtain trademark or patent protection, and there can be no assurance that any trademark,

copyright, or issued patent will provide competitive advantages for us or that our intellectual property will not be successfully challenged

or circumvented by competitors.

may not be able to prevent the unauthorized disclosure or use of our technical knowledge or trade secrets.

For example, there can be

no assurance that consultants, vendors, partners, former employees, or current employees will not breach their obligations regarding

non-disclosure and restrictions on use.

Anyone could seek to challenge, invalidate, circumvent, or render unenforceable any patent that

we seek protection over in the future.

We may not be able to detect the unauthorized use of our intellectual property, prevent breaches

of our cybersecurity efforts, or take appropriate steps to enforce our proprietary or intellectual property rights effectively.

certain contractual provisions, including restrictions on use, copying, transfer, and disclosure of software, may be unenforceable under

the laws of certain jurisdictions.

intend to enforce our intellectual property rights, and from time to time may initiate claims against third parties that we believe are

infringing our intellectual property rights.

Litigation brought to protect and enforce our intellectual property rights could be costly,

time-consuming, and distracting to management, could fail to obtain the results sought, and could have a material adverse effect on our

results of operations, business, and financial condition.

intellectual property rights of others, including claims of third parties that we are infringing on their intellectual property and proprietary

rights, may prevent us from developing new products, services and systems, entering new markets or may expose us to significant license

fees, liability, or costly litigation.

success depends, in part, on our ability to continually adapt our business activities, products, services, and systems to incorporate

new technologies and to expand into entertainment and gaming markets that may be created by new technologies.

If technologies are protected

by the intellectual property rights of others, including our competitors, we may be prevented from introducing products, services or

systems based on these technologies or expanding into markets created by these technologies.

If the intellectual property rights of others

prevent us from taking advantage of innovative technologies, our prospects, results of operations, cash flows, and financial condition

may be adversely affected.

business activities, products, services, and systems may infringe upon the proprietary rights of others, and other parties may assert

infringement claims against us.

In addition to infringement claims, third parties may allege claims of invalidity or unenforceability

6 unchanged sentences

Any such claim and any resulting litigation, should it occur, could:

● be expensive

and time consuming to defend or require us to pay significant amounts in damages;

expensive and time consuming to defend or require us to pay significant amounts in damages;

our proprietary rights;

7 unchanged sentences

new products, services.

Legal Proceedings Risks

We are party to pending litigation and investigations

in various jurisdictions and with various plaintiffs and we may be subject to future litigation or investigations in the operation of

our business.

An adverse outcome in one or more proceedings could adversely affect our business, financial condition, and results of operations.

We are, and have been party

to, and we may in the future increasingly face the risk of, claims, lawsuits, investigations, and other proceedings, including those which

may involve securities, competition and antitrust, anti-money laundering, OFAC, regulatory, lottery or gaming, intellectual property,

privacy, consumer protection, accessibility claims, tax, labor and employment, commercial disputes, services and other matters.

to defend us against claims by third parties, or to enforce any rights that we may have against third parties, may be necessary, which

could result in substantial costs, fines or penalties and diversion of our resources, causing a material adverse effect on our business,

financial condition, and results of operations.

Any litigation to which we

are a party may result in an onerous or unfavorable judgment that may not be reversed upon appeal, or in payments of substantial monetary

damages or fines, the posting of bonds requiring significant collateral, letters of credit or similar instruments, or we may decide to

settle lawsuits on similarly unfavorable terms.

These proceedings could also result in reputational harm and brand damage, criminal sanctions,

consent decrees or orders preventing us from offering certain products or requiring a change in our business practices in costly ways

or requiring development of non-infringing or otherwise altered products or technologies.

Litigation and other claims and regulatory proceedings

against us could result in unexpected disciplinary actions, expenses and liabilities, which could have a material adverse effect on our

Proceedings Risks

are party to pending litigation and investigations in various jurisdictions and with various plaintiffs and we may be subject to future

litigation or investigations in the operation of our business.

An adverse outcome in one or more proceedings could adversely affect our

business, financial condition, and results of operations.

Failure to perform under agreements regarding

our Platform or our Data Services, affiliate agreements, or other contracts that we are party to may result in litigation, substantial

monetary liquidated damages and contract termination, which would materially and adversely affect our business, financial condition and

results of operations.

Our business may subject us

to contractual penalties and risks of litigation, including due to potential allegations that we have not fully performed under contracts.

Agreements with lottery authorities under which lottery tickets are sold as a retail vendor typically permit a lottery authority to terminate

the contract at any time for material failure to perform, other specified reasons and, in many cases, for no reason at all.

These contracts

also frequently contain exacting implementation schedules and performance requirements and the failure to meet these schedules and requirements

may result in monetary liquidated damages, as well as possible contract termination.

Additionally, we are party to agreements that may

include monetary liquidated damages provisions in the event of our material default thereunder.

Material amounts of liquidated damages

could be imposed on us in the future, which could, if imposed, have a material adverse effect on our results of operations, business or

financial condition.

Public Company Operating Risks

Our projections are subject to significant

risks, assumptions, estimates and uncertainties, including assumptions regarding future legislation and changes in regulations, both inside

and outside of the U.S.

As a result, our projected revenues, market share, expenses and profitability may differ materially from our expectations.

The regulated gaming and lottery

industry is subject to rapid change, significant competition, and regulatory oversight and our projections are subject to the risks and

assumptions made by management with respect to our industries.

Operating results are difficult to forecast because they generally depend

on our assessment of the timing of adoption of future legislation and regulations by different states, which are uncertain.

if we invest in the development of new products, services or distribution channels that do not achieve significant commercial success,

whether because of implementation, competition or otherwise, we may not recover the often substantial “up front” costs of

developing and marketing those products and distribution channels or recover the opportunity cost of diverting management and financial

resources away from other services, products or distribution channels.

Moreover, if we are unable to consummate any or all of the strategic

acquisition opportunities we have identified, we may not be able to meet our expected revenue targets.

Additionally, as described

above under “ Business, Market & Economic Risks — Reductions in discretionary consumer spending could have an adverse

effect on our business, financial condition, results of operations ” our business may be affected by reductions in consumer spending

from time to time as a result of a number of factors which may be difficult to predict.

This may result in decreased revenue levels, and

we may be unable to adopt measures in a timely manner to compensate for any unexpected shortfall in income.

This inability could cause

our operating results in a given quarter to be higher or lower than expected.

If actual results differ from our estimates, analysts may

react negatively, and our stock price could be materially impacted.

The requirements of being a public company

may strain our resources and divert management’s attention, and the increases in legal, accounting and compliance expenses may be

greater than we anticipate.

As a result of being a public

company we will incur significant legal, accounting and other expenses that we did not incur as a private company.

We are subject to the

reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are required to comply

with the applicable requirements of the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well

as the rules and regulations subsequently implemented by the SEC and the listing standards of The Nasdaq Stock Market LLC (“Nasdaq”),

including changes in corporate governance practices and the establishment and maintenance of effective disclosure and financial controls.

Compliance with these rules and regulations can be burdensome.

Our management and other personnel devote a substantial amount of time

to these compliance initiatives.

Moreover, these rules and regulations will increase our historical legal and financial compliance costs

and will make some activities more time-consuming and costly.

For example, we expect that these rules and regulations may make it difficult

and expensive for us to obtain director and officer liability insurance and could also make it more difficult for us to attract and retain

qualified members of our Board as compared to when we were a private company.

In particular, we expect to incur significant expenses and

devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act, which

will increase when we are no longer an “emerging growth company.” We have and will continue to hire additional accounting

and financial staff, and engage outside consultants, all with appropriate public company experience and technical accounting knowledge

and maintain an internal audit function, which will increase our operating expenses.

Moreover, we could incur additional compensation

costs in the event that we decide to pay cash compensation closer to that of other public companies, which would increase our general

and administrative expenses and could materially and adversely affect our profitability.

We cannot predict or estimate the amount of additional

costs we may incur or the timing of such costs.

As a newly public company, we are

subject to certain obligations with respect to our internal controls that, as a private company, we were not required to maintain,

document, test or certify.

A prior failure to maintain adequate financial, information technology, and management processes and

internal controls while we operated as a private company has resulted in a material weakness and could continue to result in

material weaknesses which could lead to errors in our financial reporting, which could adversely affect our business .

As a private company, we were

not required to document and test our internal controls, nor was our management required to certify the effectiveness of our internal

controls and our auditors were not required to opine on the effectiveness of our internal control over financial reporting.

have identified a material weakness in our internal control over financial reporting as of December 31, 2020, and 2021, which relates

to a deficiency in the design and operation of the financial statement close and reporting controls.

A material weakness is a deficiency

or combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material

misstatement of its financial statements would not be prevented or detected on a timely basis.

These deficiencies could result in misstatements

to our financial statements that would be material and would not be prevented or detected on a timely basis.

The deficiencies that we

have identified include:

(i) our lack of a sufficient number of personnel with an appropriate

level of knowledge and experience in accounting for complex or non-routine transactions ;

the fact that our policies and procedures with respect to the review, supervision and monitoring of our accounting and reporting functions

were either not designed and in place or not operating effectively;

(iii) the timely closing of financial books at the quarter

and fiscal year end;

and (i v) incomplete segregation of duties in certain types of transactions

and processes.

Our management concluded that

this material weakness is due to the fact that, prior to the Closing, we were a private company with limited resources.

We did not have

the necessary business processes and related internal controls, or the appropriate resources or level of experience and technical expertise,

that would be required to oversee financial reporting processes or to address the accounting and financial reporting requirements.

material weakness will not be deemed to be remediated until the controls operate for a sufficient period of time and management has concluded,

through testing, that these controls are effective.

Our management has developed a remediation plan and commenced its implementation including,

among other remediation measures, the hiring of additional accounting personnel, and formal documentation policies and procedures with

respect to our internal control over financial reporting processes.

While these measures remain ongoing, we cannot assure you that any

such measures will fully address the material weakness and deficiencies in our internal control over financial reporting or that we may

conclude that they have been fully remediated.

The material weakness remains unremediated as of December 31, 2021.

For more information,

including with respect to our specific remediation plan, see “ Item 9A.

Controls and Procedures.

We are subject to the Sarbanes-Oxley

Act of 2002, and specifically to Section 404 thereof (“Section 404”), which requires that we include a certification

from management on the effectiveness of our internal controls in our annual reports on Form 10-K.

In addition, once we cease

to be an “emerging growth company” as such term is defined in the Jumpstart Our Business Startup Act, our independent registered

public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting.

Moreover, even

if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting

firm, after conducting its own independent testing, may issue a report that is qualified if it is not satisfied with our internal controls

or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently

In addition, our reporting obligations may place a significant strain on our management, operational and financial resources

We may be unable to complete our evaluation testing and any required remediation on a timely basis or at all.

During the course of documenting

and testing our internal control procedures, in order to satisfy the requirements of Section 404, we may identify other weaknesses

and deficiencies in our internal control over financial reporting.

If we fail to maintain the adequacy of our internal control over financial

reporting, as these standards are modified, supplemented or audited from time to time, we may not be able to conclude on an ongoing basis

that we have effective internal control over financial reporting in accordance with Section 404.

Generally speaking, if we fail to

achieve and maintain an effective internal control environment, it could result in material misstatements in our financial statements

and could also impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely

As a result, our business, financial condition and results of operations may be materially and adversely affected.

are, and have been party to, and we may in the future increasingly face the risk of, claims, lawsuits, investigations, and other proceedings,

including those which may involve securities, competition and antitrust, anti-money laundering, OFAC, regulatory, lottery or gaming,

intellectual property, privacy, consumer protection, accessibility claims, tax, labor and employment, commercial disputes, services and

other matters.

Litigation to defend us against claims by third parties, or to enforce any rights that we may have against third parties,

may be necessary, which could result in substantial costs, fines or penalties and diversion of our resources, causing a material adverse

effect on our business, financial condition, and results of operations and could cause the value of our securities to decline or become

For example, as described in more detail in Item 3.

Legal Proceedings, the TinBu Plaintiffs (as defined below) filed

a claim against the Company for breach of contract and misrepresentation.

If the lawsuit results in an unfavorable judgment against the

Company, our Data Services business could be negatively impacted and we may lose some of TinBu’s well-known clients.

defending against these claims will require the Company to expend substantial time and money, which could divert management attention

from restarting operations.

litigation to which we are a party may result in an onerous or unfavorable judgment that may not be reversed upon appeal, or in payments

of substantial monetary damages or fines, the posting of bonds requiring significant collateral, letters of credit or similar instruments,

or we may decide to settle lawsuits on similarly unfavorable terms.

These proceedings could also result in reputational harm and brand

damage, criminal sanctions, consent decrees or orders preventing us from offering certain products or requiring a change in our business

practices in costly ways or requiring development of non-infringing or otherwise altered products or technologies.

Litigation and other

claims and regulatory proceedings against us could result in unexpected disciplinary actions, expenses and liabilities, which could have

a material adverse effect on our business, financial condition, and results of operations and could cause the value of our securities

to decline or become worthless.

Legal Proceedings for additional information.

to perform under agreements regarding our Platform or our Data Services, affiliate agreements, or other contracts that we are party to

may result in litigation, substantial monetary liquidated damages and contract termination, which would materially and adversely affect

our business, financial condition and results of operations.

business may subject us to contractual penalties and risks of litigation, including due to potential allegations that we have not fully

performed under contracts.

Agreements with lottery authorities under which lottery tickets are sold as a retail vendor typically permit

a lottery authority to terminate the contract at any time for material failure to perform, other specified reasons and, in many cases,

for no reason at all.

These contracts also frequently contain exacting implementation schedules and performance requirements and the

failure to meet these schedules and requirements may result in monetary liquidated damages, as well as possible contract termination.

Additionally, we are party to agreements that may include monetary liquidated damages provisions in the event of our material default

Material amounts of liquidated damages could be imposed on us in the future, which could, if imposed, have a material adverse

effect on our results of operations, business or financial condition.

may not recover amounts owed to us from J.

Streicher Financial, LLC.

July 29, 2022, the Company filed an original Verified Complaint for Breach of Contract and Specific Performance (the “ Complaint ”)

Streicher Financial, LLC (“ Streicher ”) in the Court of Chancery of the State of Delaware (the “ Chancery

In its Complaint, the Company alleged that Streicher breached a contract entered into by the parties on March 9, 2022,

and demanded that Streicher return $16,500,000 it owed to the Company.

On September 26, 2022, the Chancery Court entered an order in

favor of the Company, Granting with Modifications Company’s Motion for Partial Summary Judgment in the amount of $16,500,000

(the “ Judgment ”).

On October 27, 2022, the Chancery Court further awarded the Company $397,036.94 in attorney’s

fees (the “ Fee Order ”).

On November 15, 2022, the Company initiated efforts against Streicher to seek collections

on the Judgment and Fee Order.

The Company subsequently engaged a collection firm to pursue Streicher as a judgment debtor on behalf

Since being engaged, the collection firm has sought collections on Streicher by noticing Judgment-Debtor for Deposition by

Oral Examination in Aid of Judgment and seeking post-judgment discovery, including interrogatories and requests for production.

an effort to avoid post-judgment discovery, Streicher indicated a willingness to pay the judgment over time with interest and is attempting

to negotiate a settlement and forbearance agreement with the Company.

Streicher’s original deadline to produce documents and respond

to the post-judgment discovery was January 16, 2023, and the Deposition was scheduled to take place on January 19, 2023.

On January 20,

2023, faced with post-judgment discovery and depositions, Streicher remitted a partial payment towards the Judgment in the amount of

On February 13, 2023, Streicher made another payment towards the Judgment in the amount of $50,000 and agreed to make another

payment in the amount of $75,000 on February 28, 2023.

Streicher failed to remit the payment on February 28, 2023, and as a result, the

Company is proceeding with the post-judgment discovery and depositions, which was scheduled for March 16, 2023, provided that Streicher

did not appear at such hearing.

The Company intends to fully collect on the Judgment and intends to pursue all legal and equitable means

to enforce the Judgment against Streicher until the Judgment is fully satisfied.

may never collect the full amount of the judgment, the costs of collecting the judgment, including additional legal fees may be material,

and Streicher may not have funds to pay us amounts due or make seek bankruptcy protection.

Company Operating Risks

projections are subject to significant risks, assumptions, estimates and uncertainties, including assumptions regarding future legislation

and changes in regulations, both inside and outside of the U.S.

As a result, our projected revenues, market share, expenses and profitability

may differ materially from our expectations.

regulated gaming and lottery industry is subject to rapid change, significant competition, and regulatory oversight and our projections

are subject to the risks and assumptions made by management with respect to our industries.

Operating results are difficult to forecast

because they generally depend on our assessment of the timing of adoption of future legislation and regulations by different states,

which are uncertain.

Furthermore, if we invest in the development of new products, services or distribution channels that do not achieve

significant commercial success, whether because of implementation, competition or otherwise, we may not recover the often substantial

“up front” costs of developing and marketing those products and distribution channels or recover the opportunity cost of

diverting management and financial resources away from other services, products or distribution channels.

Additionally,

ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject

us to potential delisting from Nasdaq, regulatory investigations and civil or criminal sanctions.

We may also be required to restate our

financial statements from prior periods.

The exclusive forum provision in our Charter

may have the effect of discouraging lawsuits against our directors and officers.

Our Charter requires, unless

we consent in writing to the selection of an alternative forum, that (i) any derivative action or proceeding brought on our behalf;

(ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, other employee to us or to our stockholders;

(iii) any action asserting a claim against us, our directors, officers or employees arising pursuant to any provision of the Delaware

General Corporation Law (the “DGCL”), our Charter or our Amended and Restated Bylaws (our “Bylaws”);

action asserting a claim against us, our directors, officers or employees governed by the internal affairs doctrine under Delaware law

shall be brought, to the fullest extent permitted by law, solely and exclusively in the Court of Chancery in the State of Delaware.

In addition, our Charter requires,

unless we consent in writing to the selection of an alternative forum, that the federal district courts of the United States of America

shall, to the fullest extent permitted by law, be the exclusive forum for the resolution of any complaint asserting a cause of action

arising under the Securities Act.

Notwithstanding the foregoing, this provision in the Charter does not apply to claims seeking to enforce

any liability or duty created by the Exchange Act since Section 27 of the Exchange Act creates exclusive federal jurisdiction

over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder.

Although we believe this provision

benefits us by providing increased consistency in the application of law in the types of lawsuits to which it applies, a court may determine

that this provision is unenforceable, and to the extent it is enforceable, the provision may have the effect of discouraging lawsuits

against our directors and officers.

Anti-takeover provisions contained in our

Charter and Bylaws, as well as provisions of Delaware law, could impair a takeover attempt .

Our Charter contains provisions

that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests.

The Company is subject

to anti-takeover provisions under Delaware law which could delay or prevent a change of control.

These provisions are intended to avoid

costly takeover battles, reduce our vulnerability to a hostile change of control and enhance the ability of our Board to maximize stockholder

value in connection with any unsolicited offer to acquire us.

However, these provisions may make more difficult the removal of management,

may have an anti-takeover effect and may delay, deter or prevent a merger or acquisition of us by means of a tender offer, a proxy contest

or other takeover attempt that a stockholder might consider in its best interest, including those attempts that might result in a premium

over the prevailing market price for our securities.

our business may be affected by reductions in consumer spending from time to time as a result of a number of factors which may be difficult

This may result in decreased revenue levels, and we may be unable to adopt measures in a timely manner to compensate for

any unexpected shortfall in income.

This inability could cause our operating results in a given quarter to be higher or lower than expected.

If actual results differ from our estimates, analysts may react negatively, and our stock price could be materially impacted.

requirements of being a public company may strain our resources and divert management’s attention, and the increases in legal,

accounting and compliance expenses may be greater than we anticipate.

a result of being a public company we incur significant legal, accounting and other expenses that we did not incur as a private company.

We are subject to the reporting requirements of the Exchange Act, and are required to comply with the applicable requirements of the

Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as the rules and regulations subsequently

implemented by the SEC and the listing standards of The Nasdaq Stock Market LLC (“Nasdaq”), including changes in corporate

governance practices and the establishment and maintenance of effective disclosure and financial controls.

Compliance with these rules

and regulations can be burdensome.

Moreover, these rules and regulations have increased our legal and financial compliance costs and

have made some activities more time-consuming and costly as compared to when we were a private company.

In particular, we have incurred

and expect to continue to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements

of Section 404 of the Sarbanes-Oxley Act, which will increase when we are no longer an “emerging growth company.” We have

and will continue to hire additional accounting and financial staff, and engage outside consultants, all with appropriate public company

experience and technical accounting knowledge and maintain an internal audit function, which will increase our operating expenses.

we could incur additional compensation costs in the event that we decide to pay cash compensation closer to that of other public companies,

which would increase our general and administrative expenses and could materially and adversely affect our profitability.

We cannot predict

or estimate the amount of additional costs we may incur or the timing of such costs.

Relating to Our Charter Documents and Delaware Law

Charter includes certain redemption rights which may negatively affect the value our common stock and other securities and/or result

in the redemption of shares of common stock or other securities held by certain holders.

Second Amended and Restated Certificate of Incorporation (our “Charter”) provides that any shares of capital stock, bonds,

notes, convertible debentures, options, warrants or other instruments that represent a share of equity of the Company, a debt owed by

the Company or the right to acquire any of the foregoing (for purposes of this section, the “Redeemable Securities”), owned

or controlled by a record or beneficial holder of the Company’s Redeemable Securities or an affiliate thereof who or that (i) fails

or refuses to participate in good faith in an investigative process of, or submit documents, give notices or make filings requested or

required by, any Regulatory Authority (as such term is defined in the Charter), (ii) is denied or disqualified by any regulatory authority

from receiving or holding any Regulatory Approval (as such term is defined in the Charter)), (iii) is determined by a regulatory authority

or by the Board, based on advice of counsel or verifiable information received from any Regulatory Authority, to be disqualified or unsuitable

to own or control any Redeemable Securities or to be associated or affiliated in any capacity with the Company, its affiliates, or the

business and activities of the Company and its affiliates in any Applicable Jurisdiction (as such term is defined in the Charter), (iv)

causes the Company or any of its affiliates to lose or to be threatened with the loss of any Regulatory Approval, or (v) is deemed likely

by the Board, based on advice of counsel or verifiable information received from any Regulatory Authority, by virtue of such holder’s

ownership or control of Redeemable Securities or association or affiliation with the Company or its affiliates, to jeopardize, impede,

impair or adversely affect the ability of the Company’s or any of its affiliates to obtain, maintain, hold, use or retain any Regulatory

Approval or to cause or result in the suspension, disapproval, termination, non-renewal or loss of any Regulatory Approval (each of such

holders or an affiliate of such holder, a “Disqualified Holder”) shall be subject to redemption by the Company (as described

in the Charter) as and to the extent required by a Regulatory Authority or deemed necessary or advisable by the Company’s Board.

a Regulatory Authority requires the Company, or the Board deems it necessary or advisable, to cause any such Redeemable Securities be

subject to redemption, we will deliver a redemption notice (as described in the Charter) to the Disqualified Holder or its affiliate(s)

(as applicable) and shall purchase the number and type of Redeemable Securities specified in the redemption notice for the redemption

price, as defined and determined in accordance with the Charter and set forth in the redemption notice.

on the date that a regulatory authority serves notice of a determination of disqualification or unsuitability of a holder of Redeemable

Securities, or the Board otherwise determines that a person is a Disqualified Holder, and until the Redeemable Securities owned or controlled

by such person are owned or controlled by a person who is not a Disqualified Holder, the Disqualified Holder and any affiliates of such

Disqualified Holder shall not be entitled to:

(i) exercise, directly or indirectly, any voting rights conferred by such Redeemable Securities

or otherwise participate in the management of the business or affairs of the Company or our affiliates;

(ii) receive any dividends or

share of distribution of profits or cash or any other property of, or payments upon dissolution of, the Company or our affiliates, other

than payment for the redemption of the Redeemable Securities as described in the Charter;

or (iii) receive any remuneration in any form

from the Company or any of our affiliates, for services rendered or otherwise.

redemption of Redeemable Securities shall be effectuated pursuant to the Charter without the receipt of the regulatory approvals required

From and after the redemption date, the Redeemable Securities shall no longer be deemed outstanding, such Disqualified Holder

shall cease to be a stockholder with respect to such Redeemable Securities and all rights of such Disqualified Holder (other than the

right to receive the redemption price) shall cease.

existence of the redemption rights set forth in our Charter may result in the value of the Redeemable Securities being less than they

would without the existence of such rights, may prevent the sale or transfer of such Redeemable Securities, and may result in a holder

of Redeemable Securities receiving less value for such Redeemable Securities upon the redemption thereof as they would had such Redeemable

Securities not been redeemed.

court may find that part or all of the provisions included in our Charter pertaining to the redemption right with respect to capital

stock held by any stockholders who are deemed to be “disqualified” or “unsuitable” holders is not enforceable,

either in general or as to a particular fact situation.

the laws of the State of Delaware, our jurisdiction of incorporation, a corporation may provide in its certificate of incorporation for

the amount of securities that may be owned by any person or group of persons for the purpose of maintaining any statutory or regulatory

advantage or complying with any statutory or regulatory requirements under applicable law.

Delaware law provides that ownership limitations

with respect to shares of our stock issued prior to the effectiveness of our Charter will be effective against (i) stockholders with

respect to shares that were voted in favor of the proposed provision;

and (ii) purported transferees of shares that were voted for the

proposed provision if (a) the transfer restrictions are conspicuously noted on the certificate(s) representing such shares, or (b) the

transferee had actual knowledge of the transfer restrictions (even absent such conspicuous notation).

The shares of common stock, par

value $0.001 per share issued after the effective date of our Charter were issued with the ownership limitation conspicuously noted on

the certificate(s) representing such shares and therefore under Delaware law such newly issued shares will be subject to the transfer

We have also disclosed such restrictions to persons holding our stock in uncertificated form.

cannot assure you that the provision pertaining to the redemption right with respect to capital stock held by any stockholders who are

deemed to be “disqualified” or “unsuitable” holders is enforceable under all circumstances, particularly against

stockholders who did not vote in favor of the proposed provision, who do not have notice of the ownership limitations at the time they

subsequently acquire their shares, or who acquire shares that were owned, at the time of the vote on the provision, by a stockholder

(or stockholders) who did not vote such shares in favor of the proposed provision.

Accordingly, we cannot assure you that we would be

able to redeem the shares of a stockholder deemed an unsuitable person by applicable regulatory authorities.

for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us

and may reduce the amount of money available to us.

Charter and our amended and restated bylaws (the “Bylaws”) provide that we will indemnify our directors and officers, in

each case to the fullest extent permitted by Delaware law.

In addition, as permitted by Section 145 of the Delaware General Corporation

Law (the “DGCL”), our Charter, Bylaws and our indemnification agreements that we have entered into with our directors and

officers provide that:

the fullest extent permitted under the DGCL, our directors will not be personally liable to the Company or its stockholders for monetary

damages for breach of fiduciary duty as a director.

will indemnify our directors and officers for serving us in those capacities or for serving other business entities at our request,

to the fullest extent permitted by the DGCL.

The DGCL provides that a corporation may indemnify such person if such person acted

in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and,

with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful.

may, in our discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law

and such person was made a party to an action, suit or proceeding, by reason of the fact that he or she is or was an employee or

agent of the Company.

are required to advance expenses, as incurred, to our directors and officers in connection with defending a proceeding, except that

such directors or officers shall undertake to repay such advances if it is ultimately determined that such person is not entitled

to indemnification.

will not be obligated pursuant to the indemnification agreements entered into with our directors and executive officers to indemnify

a person with respect to proceedings initiated by that person, except with respect to proceedings to enforce an indemnitees right

to indemnification or advancement of expenses, proceedings authorized by our board of directors and if offered by us in our sole

rights conferred in our Charter are not exclusive, and we are authorized to enter into indemnification agreements with our directors,

officers, employees and agents and to obtain insurance to indemnify such persons.

may not retroactively amend our Charter or indemnification agreement provisions to reduce our indemnification obligations to directors,

officers, employees and agents.

a result of these provisions, if an investor were able to enforce an action against our directors or officers, in all likelihood, we

would be required to pay any expenses they incurred in defending the lawsuit and any judgment or settlement they otherwise would be required

This could lead to us incurring substantial expenditures to cover the cost of settlement or damage awards against our directors

and officers, which the Company may not be able to pay or recoup.

Accordingly, our indemnification obligations could divert needed financial

resources and may adversely affect our business, financial condition, results of operations and cash flows, and adversely affect the

value of our business.

exclusive forum provision in our Charter may have the effect of discouraging lawsuits against our directors and officers.

Charter requires, unless we consent in writing to the selection of an alternative forum, that (i) any derivative action or proceeding

brought on our behalf;

(ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, other employee

to us or to our stockholders;

(iii) any action asserting a claim against us, our directors, officers or employees arising pursuant to

any provision of the Delaware General Corporation Law (the “DGCL”), our Charter or our Amended and Restated Bylaws (our “Bylaws”);

or (iv) any action asserting a claim against us, our directors, officers or employees governed by the internal affairs doctrine under

Delaware law shall be brought, to the fullest extent permitted by law, solely and exclusively in the Court of Chancery in the State of

addition, our Charter requires, unless we consent in writing to the selection of an alternative forum, that the federal district courts

of the United States of America shall, to the fullest extent permitted by law, be the exclusive forum for the resolution of any complaint

asserting a cause of action arising under the Securities Act.

Notwithstanding the foregoing, this provision in the Charter does not apply

to claims seeking to enforce any liability or duty created by the Exchange Act since Section 27 of the Exchange Act creates exclusive

federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations

we believe this provision benefits us by providing increased consistency in the application of law in the types of lawsuits to which

it applies, a court may determine that this provision is unenforceable, and to the extent it is enforceable, the provision may have the

effect of discouraging lawsuits against our directors and officers.

Anti-takeover

provisions contained in our Charter and Bylaws, as well as provisions of Delaware law, could impair a takeover attempt .

Charter contains provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests.

The Company is subject to anti-takeover provisions under Delaware law which could delay or prevent a change of control.

These provisions

are intended to avoid costly takeover battles, reduce our vulnerability to a hostile change of control and enhance the ability of our

Board to maximize stockholder value in connection with any unsolicited offer to acquire us.

However, these provisions may make more difficult

the removal of management, may have an anti-takeover effect and may delay, deter or prevent a merger or acquisition of us by means of

a tender offer, a proxy contest or other takeover attempt that a stockholder might consider in its best interest, including those attempts

that might result in a premium over the prevailing market price for our securities.

These provisions provide for, among other things:

● authorized but unissued shares of Common Stock

and preferred stock, which may be used for a variety of corporate finance transactions, acquisitions and employee benefit plans and the

existence of which could make more difficult or discourage an attempt to obtain control of the Company by means of a proxy contest, tender

offer, merger or otherwise (the DGCL does not require stockholder approval for any issuance of authorized shares);

● stockholder action may not be by written consent

(the DGCL provides that unless otherwise provided in the charter, any action of a meeting of stockholders may be taken without a meeting

and prior notice by signed written consent of stockholders having the minimum number of votes that would be necessary to take such action

at a meeting at which all shares entitled to vote thereon were present and voted);

● amendment of certain provisions of the organizational

documents only by the affirmative vote of at least two-thirds of the voting power of the outstanding capital stock (the DGCL provides

generally that the affirmative vote of a majority of the outstanding shares entitled to vote thereon, voting together as a single class,

is required to amend a corporation’s certificate of incorporation, unless the certificate of incorporation requires a greater percentage);

● provisions providing for a staggered board of

directors and detailing that the number of directors may be fixed and modified only by our Board;

● advance notice for nominations of directors by

stockholders and for stockholders to include matters to be considered at annual meetings, which may discourage or deter a potential acquirer

from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control

of Lottery.com;

● the ability of our Board to issue one or more

series of preferred stock.

Risks Related to Our Common Stock

An active trading market for our Common

Stock may never develop or be sustained, which may make it difficult to sell the shares of Common Stock you purchase.

An active trading market for

the Common Stock may not develop or continue or, if developed, may not be sustained, which would make it difficult for you to sell your

shares of Common Stock at an attractive price or at all.

The market price of our Common Stock may decline below your purchase price, and

you may not be able to sell your shares of Common Stock at or above the price you paid for such shares or at all.

The market price of our Common Stock could

be highly volatile, and you may lose some or all of your investment.

The market price of our Common

Stock could be highly volatile and may be subject to wide fluctuations in response to a variety of factors, including the following:

● announcements by us or our competitors of new products, features, or services;

● the public’s reaction to our press releases, other public announcements, and filings with the SEC;

● rumors and market speculation involving us or other companies in our industry;

● actual or anticipated changes in our results of operations or fluctuations in our results of operations;

● changes in the financial projections we may provide to the public or our failure to meet these projections;

● actual or anticipated developments in our business, our competitors’ businesses or the competitive

landscape generally;

● actual or perceived privacy or data security incidents;

● risks related to the organic and inorganic growth of our business and the timing of expected business

milestones, including those related to announced or completed acquisitions of businesses, products, services, or technologies by us or

our competitors;

● the impact of the COVID-19 pandemic on our business and our industry;

● actual or anticipated changes in applicable laws or regulations;

● changes in accounting standards, policies, guidelines, interpretations, or principles;

● our ability to forecast or report accurate financial results;

● technical factors in the public trading market for our Common Stock that may produce price movements that

may or may not comport with macro, industry or company-specific fundamentals, including, without limitation, the sentiment of retail

investors (including as may be expressed on financial trading and other social media sites), the amount and status of short interest

in our securities, access to margin debt, trading in options and other derivatives on our Common Stock and any related hedging and other

but unissued shares of common stock and preferred stock, which may be used for a variety of corporate finance transactions, acquisitions

and employee benefit plans and the existence of which could make more difficult or discourage an attempt to obtain control of the

Company by means of a proxy contest, tender offer, merger or otherwise (the DGCL does not require stockholder approval for any issuance

of authorized shares);

action may not be by written consent (the DGCL provides that unless otherwise provided in the charter, any action of a meeting of

stockholders may be taken without a meeting and prior notice by signed written consent of stockholders having the minimum number

of votes that would be necessary to take such action at a meeting at which all shares entitled to vote thereon were present and voted);

of certain provisions of the organizational documents only by the affirmative vote of at least 66 2/3% of the voting power of the

outstanding capital stock (the DGCL provides generally that the affirmative vote of a majority of the outstanding shares entitled

to vote thereon, voting together as a single class, is required to amend a corporation’s certificate of incorporation, unless

the certificate of incorporation requires a greater percentage);

providing for a staggered board of directors and detailing that the number of directors may be fixed and modified only by our Board;

notice for nominations of directors by stockholders and for stockholders to include matters to be considered at annual meetings,

which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate

of directors or otherwise attempting to obtain control of Lottery.com;

ability of our Board to issue one or more series of preferred stock.

that directors may be removed only for cause and then only by a two-thirds vote of the holders of a majority of the voting power

of the outstanding shares then entitled to vote in an election of directors, voting together as a single class;

that vacancies on our Board, including newly-created directorships, may be filled only by a majority vote of directors then in office;

stockholders from calling special meetings of stockholders.

addition, these provisions may make it difficult and expensive for a third party to pursue a tender offer, change in control or takeover

attempt that is opposed by our management or our Board.

Stockholders who might desire to participate in these types of transactions may

not have an opportunity to do so, even if the transaction is favorable to them.

These anti-takeover provisions could substantially impede

your ability to benefit from a change in control or change our management and Board and, as a result, may adversely affect the market

price of common stock and your ability to realize any potential change of control premium.

Related to Our Common Stock and Warrants

are not currently in compliance with the continued listing standards of Nasdaq and may not be able to regain compliance with Nasdaq’s

continued listing standards in the future.

common stock and warrants trade on The Nasdaq Global Market under the symbols “LTRY” and “LTRYW,” respectively.

We are not currently in compliance with Nasdaq’s continued listing standards and our failure to continue to meet these requirements

may result in our securities being delisted from Nasdaq.

August 17, 2022, the Company received a notice from Nasdaq indicating that, as a result of not having timely filed the Company’s

Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 with the SEC, the Company was not in compliance with Nasdaq Listing

Rule 5250(c)(1), which requires timely filing of all required periodic financial reports with the SEC.

On November 28, 2022, the Company

received an additional notice, dated November 16, 2022, from Nasdaq indicating that, as a result of an additional delinquency in the

timely filing of the Company’s Form 10-Q for the quarter ended September 30, 2022, the Company remained out of compliance with

Nasdaq Listing Rule 5250(c)(1)

August 24, 2022, the Staff notified the Company that the bid price of its common stock had closed at less than $1 per share over the

previous 30 consecutive business days, and, as a result, did not comply with Nasdaq Listing Rule 5550(a)(2).

In accordance with Nasdaq

Listing Rule 5810(c)(3)(A), the Company was provided 180 calendar days, or until February 20, 2023, to regain compliance with such rule.

On February 23, 2023, the Company received a determination letter from Nasdaq advising it that Nasdaq had determined that the Company

had not regained compliance with such rule and that the Company was not eligible for a second 180 day period as the Company had not yet

filed its periodic reports with the SEC and Nasdaq noted above.

Nasdaq also confirmed to the Company in its February 23, 2023 letter

that the failure to timely file those periodic reports each serve as separate and an individual basis for delisting.

Company had until March 2, 2023 to request an appeal of this determination, which appeal was timely requested.

If the appeal is not granted,

then, the Company’s common stock and warrants will be delisted from Nasdaq, trading of the Company’s securities will be suspended,

and a Form 25-NSE will be filed with the SEC which will remove the Company’s securities from listing and registration on Nasdaq.

Subsequently,

on April 4, 2023, the Company received an additional notice from Nasdaq that the Company’s failure to timely file its Annual Report

on Form 10-K for the year ended December 31, 2022, serves as an additional basis for delisting the Company’s securities from Nasdaq.

April 24, 2023, the Company presented a plan to regain compliance with the Nasdaq Listing Rules and to file the Company’s deficient

quarterly reports for the quarters ended June 30, 2022 and September 30, 2022, as well as its annual report for the year ended December

31, 2022, and to cure the bid price deficiency.

On May 8, 2023, the Company received notice that the Company’s plan to regain compliance

was conditionally accepted by the hearings panel and the Company provided Nasdaq with certain requested information.

On May 24, 2023,

the Company received a letter from the hearings panel (the “May 24th Decision”), stating that as a result of its review of

the requested information, the hearings panel had determined to delist the Company’s common stock and warrants from Nasdaq on May

26, 2023, and the Company’s common stock and warrants were suspended from trading on Nasdaq on that date.

The Company responded

to the May 24 th Decision and requested that the hearings panel reconsider the historic facts underlying its decision and the

Company’s future prospects and the consequences of such delisting on the Company’s stockholders and its ability to continue

to relaunch its business.

May 31, 2023, the Panel requested additional information from the Company in order to conduct its reconsideration of the matter.

Specifically,

the Panel requested the Company’s projected cash flow for the next 12 months, the amount of anticipated drawdowns from the Company’s

Loan Agreement with Woodford, and a breakdown of the Company’s revenue earned since it recommenced lottery ticket sales in April

On June 2, 2023, the Company submitted a written response to the Panel’s May 31st request.

consideration of the record and the additional documentation provided by the Company, on June 8, 2023, the Company received a letter

(the “June 8 th Decision”) from the hearings panel stating that it had determined to reverse its initial delisting

decision and grant the Company’s request for an exception to the continued listing rules until August 17, 2023, subject to the

satisfaction of certain conditions.

can be no assurance that the Company will be able to regain compliance with the applicable Nasdaq listing requirements, or that a hearings

panel will continue to stay the delisting of the Company’s securities.

If the Company’s securities are delisted from Nasdaq,

it could be more difficult to buy and sell the Company’s common stock and warrants or to obtain accurate quotations, and the price

of the Company’s common stock and warrants could suffer a material decline.

Delisting could also impair the Company’s ability

to raise capital and/or trigger defaults and penalties under its outstanding agreements or securities.

Further, even if we regain compliance

with Nasdaq listing requirements, there is no guarantee that we will be able to maintain our listing for any period of time.

addition to the above, other conditions required for continued listing on The Nasdaq Global Market include requiring that we maintain

at least $10 million in stockholders’ equity, $50 million of market value of listed securities (which requirement is not currently

met), or $50 million in total assets and total revenue over the prior two years or two of the prior three years (which requirement is

not currently met), and having a majority of independent directors.

Our stockholders’ equity may not remain above Nasdaq’s

$50 million minimum, our market value of listed securities is not, and may in the future not be above $50 million, we may not generate

over $50 million of yearly net income (which we currently do not) and maintain over $50 million of assets.

Furthermore, we are required

to maintain a majority of independent directors and at least three members on our audit committee, which requirements we have not met

from time to time, provided that as of the date of this Report which requirements are met.

from Nasdaq could also result in negative publicity.

Further, if we are delisted, we would also incur additional costs under state blue

sky laws in connection with any sales of our securities.

These requirements could severely limit the market liquidity of our common stock

and/or warrants and the ability of our stockholders to sell our common stock and/or warrants in the secondary market.

If our common stock

and/or warrants are delisted by Nasdaq, our common stock and/or warrants may be eligible to trade on an over-the-counter quotation system,

such as the OTCQB Market, where an investor may find it more difficult to sell our stock or obtain accurate quotations as to the market

value of our common stock and/or warrants.

In the event our common stock and/or warrants are delisted from The Nasdaq Global Market,

we may not be able to list our common stock and/or warrants on another national securities exchange or obtain quotation on an over-the

counter quotation system.

active trading market for our common stock and warrants may never develop or be sustained, which may make it difficult to sell the shares

of common stock and warrants.

active trading market for the common stock and warrants may not develop or continue or, if developed, may not be sustained, which would

make it difficult for you to sell your shares of common stock and warrants at an attractive price or at all.

The market price of our

common stock and warrants may decline below your purchase price, and you may not be able to sell your shares of common stock and warrants

at or above the price you paid for such shares or at all.

market price of our common stock and warrants could be highly volatile, and you may lose some or all of your investment.

market price of our common stock and warrants could be highly volatile and may be subject to wide fluctuations in response to a variety

of factors, including the following:

announcements

by us or our competitors of new products, features, or services;

public’s reaction to our press releases, other public announcements, and filings with the SEC, including but not limited to,

those relating to the Internal Investigation and related events, our financial restatements and the Operational Cessation;

and market speculation involving us or other companies in our industry;

or anticipated changes in our results of operations or fluctuations in our results of operations;

in the financial projections we may provide to the public or our failure to meet these projections;

or anticipated developments in our business, our competitors’ businesses or the competitive landscape generally;

or perceived privacy or data security incidents;

related to the organic and inorganic growth of our business and the timing of expected business milestones, including those related

to announced or completed acquisitions of businesses, products, services, or technologies by us or our competitors;

or anticipated changes in applicable laws or regulations;

in accounting standards, policies, guidelines, interpretations, or principles;

ability to forecast or report accurate financial results;

factors in the public trading market for our common stock and warrants that may produce price movements that may or may not comport

with macro, industry or company-specific fundamentals, including, without limitation, the sentiment of retail investors (including

as may be expressed on financial trading and other social media sites), the amount and status of short interest in our securities,

access to margin debt, trading in options and other derivatives on our common stock and warrants and any related hedging and other

technical trading factors.

In addition, the stock markets

have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities

of many companies.

These fluctuations have often been unrelated or disproportionate to the operating performance of those companies.

market and industry factors, as well as general economic, political, regulatory and market conditions, may negatively affect the market

price of our Common Stock, regardless of the Company’s actual operating performance.

If securities or industry analysts do not

publish research or reports about the Company, or publish negative reports, the Company’s stock price and trading volume could decline.

The trading market for our

Common Stock will depend, in part, on the research and reports that securities or industry analysts publish about the Company.

does not have any control over these analysts.

If the Company’s financial performance fails to meet analyst estimates or one or

more of the analysts who cover the Company downgrade its common stock or change their opinion, the Company’s stock price would likely

If one or more of these analysts cease coverage of the Company or fail to regularly publish reports on the Company, it could

lose visibility in the financial markets, which could cause the Company’s stock price or trading volume to decline.

Because the Company does not anticipate

paying any cash dividends in the foreseeable future, capital appreciation, if any, would be your sole source of gain.

The Company currently anticipates

that it will retain future earnings for the development, operation and expansion of its business and do not anticipate declaring or paying

any cash dividends for the foreseeable future.

As a result, capital appreciation, if any, of the Company’s shares of Common Stock

would be your sole source of gain on an investment in such shares for the foreseeable future.

Future offerings of debt or offerings or

issuances of equity securities by the Company may adversely affect the market price of our Common Stock or otherwise dilute all other

stockholders.

In the future, we may attempt

to obtain financing or to further increase the Company’s capital resources by issuing additional shares of Common Stock or offering

debt or other equity securities, including commercial paper, medium-term notes, senior or subordinated notes, debt securities convertible

into equity or shares of preferred stock.

We also expect to grant equity awards to employees, directors, and consultants under the Company’s

stock incentive plans.

Future acquisitions could require substantial additional capital in excess of cash from operations.

would expect to obtain the capital required for acquisitions through a combination of additional issuances of equity, corporate indebtedness

and/or cash from operations.

Issuing additional shares

of Common Stock or other equity securities or securities convertible into equity may dilute the economic and voting rights of the Company’s

existing stockholders or reduce the market price of Common Stock or both.

Upon liquidation, holders of such debt securities and preferred

shares, if issued, and lenders with respect to other borrowings would receive a distribution of the Company’s available assets prior

to the holders of Common Stock.

Debt securities convertible into equity could be subject to adjustments in the conversion ratio pursuant

to which certain events may increase the number of equity securities issuable upon conversion.

Preferred shares, if issued, could have

a preference with respect to liquidating distributions or a preference with respect to dividend payments that could limit our ability

to pay dividends to the holders of the Common Stock.

The Company’s decision to issue securities in any future offering will depend

on market conditions and other factors beyond the Company’s control, which may adversely affect the amount, timing and nature of

the Company’s future offerings.

Certain provisions of our Charter and Bylaws

could hinder, delay or prevent a change in control of Lottery.com, which could adversely affect the price of our Common Stock.

Certain provisions of our

Charter and our Bylaws could make it more difficult for a third party to acquire Lottery.com without the consent of our Board.

These provisions

● authorizing the issuance of undesignated preferred

stock, the terms of which may be established and the shares of which may be issued without stockholder approval, and which may include

super voting, special approval, dividend, or other rights or preferences superior to the rights of the holders of Common Stock;

● prohibiting stockholder action by written consent,

requiring all stockholder actions be taken at a meeting of our stockholders;

● providing that our Board is expressly authorized

to make, alter or repeal the Bylaws;

● providing that directors may be removed only

for cause and then only by a two-thirds vote of the holders of a majority of the voting power of the outstanding shares then entitled

to vote in an election of directors, voting together as a single class;

● providing that vacancies on our Board, including

newly-created directorships, may be filled only by a majority vote of directors then in office;

● prohibiting stockholders from calling special

meetings of stockholders;

● requiring the affirmative vote of the holders

of at least two-thirds in voting power of the outstanding shares then entitled to vote in an election of directors, voting together as

a single class, to amend certain provisions of the Bylaws and certain provisions of the Charter;

● establishing advance notice requirements for

nominations for elections to our Board or for proposing matters that can be acted upon by stockholders at stockholder meetings;

● establishing a classified board of directors,

as a result of which our Board would be divided into three classes, with each class serving for staggered three-year terms, which prevents

stockholders from electing an entirely new board of directors at an annual meeting.

In addition, these provisions

may make it difficult and expensive for a third party to pursue a tender offer, change in control or takeover attempt that is opposed

by our management or our Board.

Stockholders who might desire to participate in these types of transactions may not have an opportunity

to do so, even if the transaction is favorable to them.

These anti-takeover provisions could substantially impede your ability to benefit

from a change in control or change our management and Board and, as a result, may adversely affect the market price of Common Stock and

your ability to realize any potential change of control premium.

See “ Item 1A.

Risk Factors — Public Company Operating

Risks — Anti-takeover provisions contained in our Charter and Bylaws, as well as provisions of Delaware law, could impair a takeover

General Risk Factors

The Company may be unable to obtain additional

financing to fund the operations and growth of the business.

The Company may require additional

financing to fund its operations or growth.

The failure to secure additional financing could have a material adverse effect on the continued

development or growth of the Company.

Such financings may result in dilution to stockholders, issuance of securities with priority as

to liquidation and dividend and other rights more favorable than common stock, imposition of debt covenants and repayment obligations,

or other restrictions that may adversely affect its business.

In addition, the Company may seek additional capital due to favorable market

conditions or strategic considerations even if it believes that it has sufficient funds for current or future operating plans.

be no assurance that financing will be available to the Company on favorable terms, or at all.

The inability to obtain financing when

needed may make it more difficult for the Company to operate its business or implement its growth plans, which could negatively impact

its results of operations, cash flow, or financial condition.

Volatility in the Company’s share

price could subject the Company to securities class action litigation.

In the past, securities class

action litigation has often been brought against a company following a decline in the market price of its securities.

If the Company faces

such litigation, it could result in substantial costs and a diversion of management’s attention and resources, which could harm

its business, results of operations, cash flow, or financial condition.

addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market

prices of equity securities of many companies.

These fluctuations have often been unrelated or disproportionate to the operating performance

of those companies.

Broad market and industry factors, as well as general economic, political, regulatory and market conditions, may

negatively affect the market price of our common stock and warrants, regardless of the Company’s actual operating performance.

In addition, in the past, securities class action litigation has often been brought against a company following a decline in the market

price of its securities.

If the Company faces such litigation, it could result in substantial costs and a diversion of management’s

attention and resources, which could harm its business, results of operations, cash flow, or financial condition.

securities or industry analysts do not publish research or reports about the Company, or publish negative reports, the Company’s

stock price and trading volume could decline.

trading market for our common stock and warrants will depend, in part, on the research and reports that securities or industry analysts

publish about the Company.

The Company does not have any control over these analysts.

If the Company’s financial performance fails

to meet analyst estimates or one or more of the analysts who cover the Company downgrade its common stock or change their opinion, the

Company’s stock price would likely decline.

If one or more of these analysts cease coverage of the Company or fail to regularly

publish reports on the Company, it could lose visibility in the financial markets, which could cause the Company’s stock price

or trading volume to decline.

the Company does not anticipate paying any cash dividends in the foreseeable future, capital appreciation, if any, would be your sole

source of gain.

Company currently anticipates that it will retain future earnings for the development, operation and expansion of its business and do

not anticipate declaring or paying any cash dividends for the foreseeable future.

a result, capital appreciation, if any, of the Company’s shares of common stock would be your sole source of gain on an investment

in such shares for the foreseeable future.

Related to Our Loan Agreement and Loan Agreement Warrants

may not loan us the amounts they agreed to under the Loan Agreement.

If Woodford fails to provide us with necessary funding, we may be

forced to curtail or even abandon our plan to recommence our operations and we may need to permanently cease our operations.

previously noted, we need to raise capital to, among other things, support and restart our operations, re-hire employees and pay our

The Loan Agreement with Woodford is one potential source of this needed additional capital that is presently available to us.

Pursuant to the Loan Agreement, Woodford agreed to fund up to $52.5 million, subject to certain conditions and requirements, of which

$300 thousand was received by December 31, 2022.

In the event Woodford does not fund us the remaining amount of funds due, or alleges

that we have breached the terms of the Loan Agreement, and therefore claims no additional funds are due, we may not receive any further

funding under the Loan Agreement.

Further, if Woodford does not advance us amounts owed under the Loan Agreement and/or we are unable

to raise additional funds, we may not be able to raise enough capital to recommence our operations and run our business.

Consequently,

we may be forced to curtail or even abandon our plan to recommence our operations and we may need to permanently cease our operations.

are subject to certain covenants while amounts are outstanding under the Loan Agreement which may restrict our ability to undertake future

activities, including issuing additional shares of common stock.

Loan Agreement includes confidentiality obligations, representations, warranties, covenants, and events of default, which are customary

for a transaction of this size and nature.

Included in the Loan Agreement are covenants prohibiting us from (a) making any loan in excess

of $1 million or obtaining any loan in amount exceeding $1 million without the consent of Woodford, which may not be unreasonably withheld;

(b) selling more than $1 million in assets;

(d) encumbering any assets, except in the normal course of business, and not in an amount to exceed $1 million;

(e) amending or restating

our governing documents;

(f) declaring or paying any dividend;

(g) issuing any shares of common stock which negatively affects Woodford;

and (h) repurchasing any shares of common stock.

The above covenants may restrict our ability to raise capital, pay consultants, officers

and directors, and may ultimately result in material adverse effects to the Company.

The result of that may be a decrease in the value

of our securities or our need to seek bankruptcy protection.

obligations under the Loan Agreement are secured by a first priority security interest in substantially all of our assets and if we were

to default, they could force us to curtail or abandon our business plans and operations.

amounts borrowed pursuant to the terms of the Loan Agreement are secured by substantially all of the present and after-acquired assets

of the Company and its subsidiaries.

As a result, Woodford as our creditor, in the event of the occurrence of a default under the Loan

Agreement, may enforce its security interests over our assets and/or our subsidiaries which secure such obligations, take control of

such assets and operations, force us to seek bankruptcy protection, or force us to curtail or abandon our current business plans and

If that were to happen, any investment in the Company (including, but not limited to any investment in our common stock)

could become worthless.

issuance and sale of common stock upon conversion of the amounts owed or upon exercise of the warrants issued to Woodford under the Loan

Agreement may depress the market price of our common stock and cause substantial dilution.

of December 31, 2022, we have borrowed $300 thousand under the Loan Agreement to Woodford.

Amounts borrowed accrue interest at the rate

of 12% per annum (22% per annum upon the occurrence of an event of default) and are due within 12 months of the date of each loan.

borrowed can be repaid at any time without penalty.

Amounts borrowed pursuant to the Loan Agreement may, at Woodford’s option,

be converted into shares of common stock, beginning 60 days after the first loan date at the rate of 80% of the lowest publicly available

price per share of Company common stock within 10 business days of the date of the Loan Agreement (which was equal to $0.28 per share),

subject to a 4.99% beneficial ownership limitation and a separate limitation preventing the holder from holding more than 19.99% of the

issued and outstanding common stock of the Company, without the Company obtaining stockholder approval for such issuance.

addition, in connection with the Loan Agreement we agreed to grant warrants to Woodford to purchase 15% of the 7,619,207 shares of common

stock that were then issued and outstanding, each with an exercise price equal to the average of the closing price for each of the ten

days prior to the first amount being debited from the bank account of Woodford, which equates to an exercise price of $0.28 per share.

In the event we fail to repay the amounts borrowed when due or Woodford fails to convert the amount owed into shares of common stock,

the exercise price of the warrants may be offset by amounts owed to Woodford, and in such case, the exercise price of the warrants will

be subject to a further 25% discount (i.e., will equal $0.21 per share).

sequential conversions of amounts owed under the Loan Agreement or warrants are exercised, and sales of such resulting shares of common

stock take place, the price of our common stock may decline, and as a result, Woodford will be entitled to receive an increasing number

of shares of common stock, which shares could then be sold in the market, triggering further price declines and conversions or exercises

for even larger numbers of shares, to the detriment of our investors.

The shares of common stock issued to Woodford may, under certain

conditions, be sold without restriction pursuant to Rule 144.

As a result, the sale of these shares may adversely affect the market price,

if any, of our common stock.

Additionally,

the issuance of common stock upon conversion of the amounts owed under the Loan Agreement or the exercise of warrants will result in

immediate and substantial dilution to the interests of other stockholders.

June 12, 2023, the Company entered into an amendment of its Loan Agreement with Woodford (the “Loan Agreement Amendment”).

The Loan Agreement Amendment provides that Woodford shall henceforth be able to convert, in whole or in part, the outstanding balance

of its loan into the conversion shares at a conversion price that represents a further 25% discount to the original conversion price

All other terms and conditions of securitization remain in full force and effect.

currently owe a significant amount of money under our Loan Agreement, which we may not be able to repay.

of the date of this Report we owe approximately $300 thousand under the Loan Agreement.

We do not have sufficient funds to repay such

A high level of indebtedness increases the risk that we may default on our debt obligations.

If the amounts owed under the Loan

Agreement are not converted into common stock pursuant to the terms of the Loan Agreement, we may not be able to generate sufficient

cash flows to pay the principal or interest on the loan, and future working capital, borrowings or equity financing may not be available

to pay or refinance such debt.

If we do not have sufficient funds and are otherwise unable to arrange financing or raise additional funds,

we may have to sell significant assets or have a portion of our assets foreclosed upon which could have a material adverse effect on

our business, financial condition and results of operations and could cause any investment in the Company to decline in value or become

insurance coverage is not adequate to cover all possible losses that we could suffer, and our insurance costs may increase.

currently do not have an effective director and officer liability insurance, and may not have the financial resources or otherwise be

able to obtain a director and officer liability insurance at reasonable cost or terms in the future.

However, we have other insurance

policies with coverage features and insured limits that we believe are customary in their breadth and scope.

Nevertheless, in the event

of a substantial loss, the insurance coverage we carry may not be sufficient to pay the full market value or replacement cost of our

lost investment or could result in certain losses being totally uninsured.

Market forces beyond our control may limit the scope of the

insurance coverage we can obtain in the future or our ability to obtain coverage at reasonable rates.

Certain catastrophic losses may

be uninsurable or too expensive to justify obtaining insurance.

As a result, if we suffer such a catastrophic loss, we may not be successful

in obtaining future insurance without increases in cost or decreases in coverage levels.

cash and cash equivalents may be exposed to failure of our banking institutions.

we seek to minimize our exposure to third-party losses of our cash and cash equivalents, we hold our balances in a number of large financial

institutions.

Notwithstanding, such allocation, we are subject to the risk of bank failure.

For example, on March 10, 2023, Silicon Valley

Bank (“SVB”) was unable to continue its operations and the Federal Deposit Insurance Corporation was appointed as receiver

for SVB and created the National Bank of Santa Clara to hold the deposits of SVB.

None of our cash and cash equivalents were held at

SVB and we do not expect further developments with SVB to have a material impact on our cash and cash equivalents balance, expected results

of operations, or financial performance for the foreseeable future.

However, if the banks where we hold deposits were to experience a

similar failure, we could experience additional risk.

Any such loss or limitation on our cash and cash equivalents would adversely affect

our business.

Unresolved Staff Comments.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors