What changed in this filing

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Item 9A. Controls and Procedures

2024-04-03 compared with 2023-06-15 · 478 added, 447 removed, 360 unchanged (72% of the section changed)

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of Disclosure Controls and Procedures

previously disclosed, in connection with the filing of the Company’s Annual Report on Form 10-K for the year ended December 31,

2021 (the “Original 2021 Annual Report”) on April 1, 2022, our management, with the participation of our then Chief Executive

previously disclosed, in connection with the filing of the Company’s Annual Report on Form 10-K for the year ended December 31,

2021 (the “Original 2021 Annual Report”) on April 1, 2022, our management, with the participation of our then Chief Executive

Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in

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connection with the filing of Amendment No.

1 to the Company’s Annual Report on Form 10-K/A for the year ended December 31,

2021 (the “Amended 2021 Annual Report”), our management, with the participation of our Chief Executive Officer,

reevaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e)

under the Exchange Act) as of December 31, 2021 and determined they were not effective due to the material weaknesses in our internal control over financial reporting

with respect to our financial statement close and reporting process.

Our disclosure and procedures are designed to ensure that information required to

be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported

within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our

1 to the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2021

(the “Amended 2021 Annual Report”), our management, with the participation of our Chief Executive Officer, reevaluated the

effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange

Act) as of December 31, 2021 and determined they were not effective due to the material weaknesses in our internal control over financial

reporting with respect to our financial statement close and reporting process.

Our disclosure and procedures are designed to ensure that

information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized

and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our

management, including our Chief Executive Officer, to allow timely decisions regarding required disclosures.

Management’s

Report on Internal Control Over Financial Reporting

recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of

achieving their objectives and management necessarily applies its judgment in evaluating the cost benefit relationship of possible

controls and procedures.

In connection with this Report, our management, with the participation of our Chief Executive Officer,

reevaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e)

under the Exchange Act) as of December 31, 2022.

Based on such reevaluation, our Chief Executive Officer concluded that, as of the

end of the period covered by this Report, our disclosure controls and procedures were still not effective due to the material

weaknesses in our internal control over financial reporting with respect to our financial statement close and reporting process, as

described further below.

As a result of this conclusion, we retained third-party accounting consultants who performed additional

analysis as deemed necessary to ensure that our financial statements were prepared in accordance with GAAP.

Accordingly, management

believes that the financial statements included in this Report present fairly in all material respects our financial position,

results of operations and cash flows for the periods presented.

The issues which were identified during the initial and subsequent review continued until the new management team

for the company began addressing them in the fall of 2022.

Efforts to strengthen and improve internal controls over accounting and financial

reporting are ongoing.

recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving

their objectives and management necessarily applies its judgment in evaluating the cost benefit relationship of possible controls and

In connection with this Report, our management, with the participation of our Chief Executive Officer, reevaluated the effectiveness

of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December

Based on such reevaluation, our Chief Executive Officer concluded that, as of the end of the period covered by this Report,

our disclosure controls and procedures were still not effective due to the material weaknesses in our internal control over financial

reporting with respect to our financial statement close and reporting process, as described further below.

As a result of this conclusion,

we retained third-party accounting consultants who performed additional analysis as deemed necessary to ensure that our financial statements

were prepared in accordance with GAAP.

Accordingly, management believes that the financial statements included in this Report present

fairly in all material respects our financial position, results of operations and cash flows for the periods presented.

The issues which

were identified during the initial and subsequent review continued until the new management team for the company began addressing them

in the fall of 2022.

Efforts to strengthen and improve internal controls over accounting and financial reporting are ongoing.

Weaknesses in Internal Control Over Financial Reporting

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in the Amended 2021 Annual Report.

have begun implementing remediation steps to improve our internal control over financial reporting and to remediate the identified

material weaknesses, including (i) adding personnel with sufficient accounting knowledge;

(ii) adopting a more rigorous period-end

review process for financial reporting;

(iii) adopting improved period close processes and accounting processes, and (iv) clearly

defining and documenting the segregation of duties for certain transactions and processes.

Management has expanded and will continue

to enhance our system of identifying transactions and evaluating and implementing the accounting standards that apply to our

financial statements, including through enhanced analyses by our personnel and third-party professionals with whom we consult

regarding complex accounting applications.

We intend to continue take steps to remediate the material weaknesses described above and

further continue re-assessing the design of controls, the testing of controls and modifying processes designed to improve our

internal control over financial reporting.

The Company plans to continue to assess its internal controls and procedures and intends

to take further action as necessary or appropriate to address any other matters it identifies or are brought to its attention.

will not be able to fully remediate these material weaknesses until these steps have been completed and have been operating

effectively for a sufficient period of time.

The implementation of our remediation will be ongoing and will require validation and

testing of the design and operating effectiveness of internal controls over a sustained period of financial reporting cycles.

also conclude that additional measures may be required to remediate the material weaknesses in our internal control over financial

have begun implementing remediation steps to improve our internal control over financial reporting and to remediate the identified material

weaknesses, including (i) adding personnel with sufficient accounting knowledge;

(ii) adopting a more rigorous period-end review process

for financial reporting;

(iii) adopting improved period close processes and accounting processes, and (iv) clearly defining and documenting

the segregation of duties for certain transactions and processes.

Management has expanded and will continue to enhance our system of

identifying transactions and evaluating and implementing the accounting standards that apply to our financial statements, including through

enhanced analyses by our personnel and third-party professionals with whom we consult regarding complex accounting applications.

to continue take steps to remediate the material weaknesses described above and further continue re-assessing the design of controls,

the testing of controls and modifying processes designed to improve our internal control over financial reporting.

The Company plans

to continue to assess its internal controls and procedures and intends to take further action as necessary or appropriate to address

any other matters it identifies or are brought to its attention.

We will not be able to fully remediate these material weaknesses until

these steps have been completed and have been operating effectively for a sufficient period of time.

The implementation of our remediation

will be ongoing and will require validation and testing of the design and operating effectiveness of internal controls over a sustained

period of financial reporting cycles.

We may also conclude that additional measures may be required to remediate the material weaknesses

in our internal control over financial reporting.

cannot assure you that the measures we take will be sufficient to remediate the material weaknesses we identified or avoid the identification

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our annual or interim financial statements that would not be prevented or detected on a timely basis.

more information, see “ Item 1A.

more information, see “

Risk Factors - Public Company Operating Risks - If 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 .”

in Internal Control Over Financial Reporting

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Other Information.

On 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 of 20%.

All other terms and conditions of securitization remain in full force

June 12, 2023, the Company entered into an amendment of its Woodford Loan Agreement (the “Woodford Loan Agreement Amendment”).

The Woodford 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 of 20%.

All other terms and conditions of securitization remain in full force and effect.

July 26, 2023, the Company entered into a credit facility (the “UCIL Credit Facility”), which is represented by a loan agreement,

which was initially entered into on July 26, 2023 and was amended and restated on August 8, 2023 and subsequently amended on August 18,

2023 (as so amended, the “UCIL Loan Agreement”), with United Capital Investments London Limited (“UCIL”), an

entity in which each of Matthew McGahan, the Company’s Chief Executive Officer and Chair of the Company’s Board, and Barney

Battles, a member of the Board, have a direct or indirect interest.

The decision by the Company to enter into the UCIL Loan Agreement

follows an acknowledgment by the Company that it had not received the requisite funding on a timely basis that it expected from Woodford,

despite the Company making several requests to Woodford for said funding under the Woodford Loan Agreement.

Moreover, the Board of Directors

determined that it was in the best interest of the Company and its stockholders to enter into the UCIL Loan Agreement with UCIL, as an

alternative lender to Woodford, upon receiving an event of default notice on July 21, 2023 (the “Default Notice”) and an

event of default and crystallization notice on July 25, 2023 (the “Crystallization Notice”) from Woodford under the Woodford

Loan Agreement.

On July 24, 2023, the Company responded to the Default Notice disputing that an event of default had occurred given the

Company’s earlier announcement that UCIL had agreed to enter into a funding arrangement with the Company.

On July 27, 2023, the

Company replied to the Crystallization Notice denying that an event of default occurred or continued, and further asserted that Woodford’s

attempt for crystallization was inappropriate and unlawful under the Woodford Loan Agreement.

Given the uncertainty of the continued

financing under the Woodford Loan Agreement, the Board of Directors sought to secure and formalize the Company’s alternative funding

by entering into the UCIL Loan Agreement.

reported on form 8-K filed with the SEC on February 6, 2024, on December 6, 2023, the Company entered into a placement agent agreement

(the “Placement Agent Agreement”) with Univest Securities, LLC (the “Placement Agent”), whereby the Placement

Agent agreed to act as placement agent in connection with the Company’s offering (“Offering”) of units (“Units”)

up to $1,000,000;

each Unit consisting of a convertible promissory note (each, a “Convertible Note”

or collectively, the

“Convertible Notes”), and a common stock purchase warrant (each, a “Warrant”, or collectively, the “Warrants”)

to purchase shares of common stock of the Company, par value $0.001 per share (the “Common Stock”) which include specific

registration rights (“Registration Rights”), directly to one or more investors (each, an “Investor”

and, collectively,

the “Investors”) through the Placement Agent.

February 1, 2024, the parties agreed to increase the offering amount from $1,000,000 to $5,000,000.

All other terms and conditions of

the offering remain the same.

The Securities shall be offered and sold pursuant to Section 4(a)(2) under the Securities Act of 1933,

as amended (the “Securities Act”).

reported on form 8-K filed with the SEC on February 22, 2024, and as previously reported on Form 8-K filed on August 1, 2023, on July

26, 2023, the Company entered into a Loan Agreement with United Capital Investments London Limited (“UCIL”) which included

a supplemental credit facility, at the Company’s written request and at UCIL’s sole discretion, for an amount up to a total

of $49,000,000 in supplemental funding (the “Accordion”) with an initial tranche of up to $1,000,000.

reported on Form 8-K filed on August 24, 2023, on August 18, 2023, the Company amended the Loan Agreement with UCIL resulting in an “Amended

and Restated Loan Agreement”, dated August 8, 2023, which made certain technical amendments to the conversion mechanics therein

to comply with Nasdaq’s listing rules relating to stockholder voting rights.

February 16, 2024, the Company and UCIL entered into an “Amendment and Restatement Agreement No.

to the “Amended

and Restated Loan Agreement”

to increase the amount of the Accordion from $49,000,000 to $149,000,000 (the “Amendment”).

February 16, 2024, Prosperity Investment Management, a multinational investment management firm with offices in Basel, Switzerland, Dubai,

UAE, and Miami, Florida, in advance of the completion of their due diligence on the Company, began to fund their commitment to the Company

of an investment of $18 million through UCIL’s Amended and Restated Loan Agreement.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

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following sets forth certain information, as of the date of this report, concerning the directors and officers of the Company.

Executive Officer

Gustavson has been our Chief Executive Officer since February 2023.

Gustavson has 17 years of business development, transactional,

alliance management, finance, operational, company formation, and IP experience with emerging businesses.

During his career he has acquired

extensive experience in the integration of business disciplines, with an emphasis on turnaround transactions.

Gustavson held senior

management positions in a variety of technology companies.

his various executive capacities, Mr.

Gustavson was responsible for transactions ranging from acquisitions and strategic collaborations

to ordinary course transactions.

He was also engaged in strategic planning for business development, product development, and in-licensing

activities, and participated in the consummation of numerous collaborations.

Sector specialties include biotechnology, IP based banking,

mobile payment systems, social media, mobile gaming applications, fiber optics, and mixed and virtual reality technologies.

Gustavson is a co-founder and currently serves as Chief Executive Officer of ZENIOS Technologies Corporation, a position he has held

since May 2022.

Said company is involved in the business of augmented and mixed-reality based internet search technology.

March of 2020, Mr.

Gustavson and a group of investors acquired control of Sansar from Linden Labs Corporation, implementing an expansion

plan, and successfully deploying, virtual reality applications for live events and festivals.

These included the renowned London based

Lost Horizons festival Glastonbury, gaining an audience in excess of 4.2 million attendees.

The assets of Sansar were transferred to

Sansar, Inc, in June 2022, and Mr.

Gustavson has served as a Board member of Sansar, Inc.

since June 2022.

February 2020 to April 2021, Mr.

Gustavson served as Chief Executive Officer of Regnum Corp (OTC:RGMP).

Gustavson served as President,

CFO and co-founder of Tri Capital Energy Corporation, from June 2019 to March 2021.

From March 2025 to May 2018, Mr.

Gustavson served

as Chief Financial Officer and Director of Wookey Search Technologies Corporation.

From July 2016 to August 2017, Mr.

Gustavson served

as Chief Financial Officer and Director of Sharkreach Corporation.

Gustavson also previously served as President and co-founder of MedicuRx Corporation, a position he held from February 2013 to June 2015.

During this time, he was responsible for managing the company formation and transactional activities in collaboration with co-founder

Joseph Rubinfeld, as well as taking care of business development, finance, and research and alliance management.

MedicuRx Corporation

business was a pharmaceutical company developing cancer therapeutics addressing Glioblastoma Multiforme.

Gustavson began his career as a Private Banker at the banking and financial business known as HSBC in Saipan, Commonwealth of the Northern

Mariana Islands.

From April 1997 through February 1999, Mr.

Gustavson was Vice President of Private Banking and was charged with co-launching

the Commonwealth of the Northern Mariana Islands branch of the Pacific Regional Division during the bank’s expansion period.

Gustavson received a Bachelor of Science in Political Science degree (minor in sociology, concentration in economics) from the University

of Oregon in 1991.

McGahan , has been a member of and Chairman of the Board since October 2022.

McGahan is the founder of the U.K.

charity, “Mask

Our Heroes” (“MOH”), created in memory of his father Alan, who was a victim of the COVID-19 pandemic.

MOH was one of

the first charities to recognize the urgent need for vital personal protection equipment and in the first months of the pandemic, MOH

secured and shipped several plane loads of surgical masks to the U.K.

Prior to founding MOH, Mr.

McGahan had founded Magic Automotive

Group, a Europe-based Harley-Davidson dealer.

McGahan sold Magic Automotive Group to pursue other endeavors.

In 1997, prior

to founding Magic Automotive Group, Mr.

McGahan had joined his family’s business, Pinewood Motor Group, which his father founded

In the early 1990s Mr.

McGahan left a public UK multi-brand automotive group to set up an international company specializing

in the importing and exporting of luxury automotive brands, race cars and classics.

McGahan is a graduate of the Purley Boys and

Guildford Engineering Technology College.

of the Board and Chief Executive Officer

Robert Stubblefield

Chief Financial Officer

Gregory Potts

Chief Operating Officer

McGahan , has enjoyed a successful and distinguished career in the corporate and philanthropic worlds.

Most recently he was appointment

as Chairman and CEO of Nasdaq listed, Lottery.com and Vice-President of Sports.com, its wholly owned subsidiary and a leading sports

entertainment and media content platform.

Appointed interim CEO of Lottery.com in July 2023, and having served as Chairman of the Board

since October 2022, McGahan’s leadership is pivotal in steering the company towards new horizons.

Born into an entrepreneurial family,

Matt’s business acumen was nurtured from a young age.

His professional journey began at Guildford Engineering Technology College,

setting the stage for a career characterized by strategic foresight and a penchant for turning challenges into opportunities.

his family’s venture, Pinewood Motor Group, founded in 1969 by his father, McGahan played a crucial role in introducing Toyota Motor

Corporation to the United Kingdom, marking a significant milestone in the country’s automotive industry.

McGahan’s entrepreneurial streak

led him to establish Magic Automotive Group, which emerged as one of Europe’s largest Harley-Davidson and BMW dealerships.

His leadership

propelled the company to substantial success until its sale in 2010, reflecting his ability to build and scale businesses successfully.

the realm of business, Matt’s philanthropic efforts are equally commendable.

He founded “Mask Our Heroes”

(MOH) in memory

of his father, Alan, a victim of the COVID-19 pandemic.

MOH was at the forefront of addressing the urgent need for personal protective

equipment during the pandemic’s early stages, successfully securing and distributing over 30 million surgical masks to healthcare facilities

across the UK.

This initiative highlighted his capacity to lead with empathy and impact, leveraging his resources and network to address

a global crisis.

his various family office vehicles, Matt has since invested and advised businesses across a variety of sectors, including motorsports,

EV, technology minerals mining, recycling, fintech, and medical research, showcasing his versatility, keen investment insight and focus

on innovation and social responsibility.

His ability to identify and nurture potential across a spectrum of industries has not only contributed

to his personal success but has also driven innovation and growth in each of these fields.

career can be characterized as a blend of entrepreneurial success, philanthropic leadership, and strategic vision.

His journey from the

automotive industry to the helm of Lottery.com and Sports.com, coupled with his profound impact on societal well-being through “Mask

Our Heroes,”

reflects a legacy of innovation, compassion, and resilience.

Stubblefield has served as the chief financial officer of Demet r a, Inc.

since January

2022 and of Regnum Corp.

since March 2020.

Stubblefield was the chief financial officer of Wookey Project Corp.

and Wookey Search

Technologies Corporation from March 2020 to December 2021.

Stubblefield served as a contract chief financial officer of

Sherpa Digital Media, Inc.

from February 2019 to December 2021.

Prior to this role, from October 2017 to December 2019, Mr.

served as a consulting chief financial officer for various start-ups and growth companies in the San Francisco Bay Area and has experience

in senior finance, accounting, and operations roles in public companies.

He has held a CPA License from the state of California since

the late 1980’s.

Potts has more than 25 years of strategic growth and marketing experience, including the successful implementation of growth

strategies for consumer brands and their channel affiliates.

He most recently served as Global Vice President of Affiliate Success at

Prior to that he served in leadership roles for several organizations ranging from SMEs to multi-billion corporations.

successful career covers a diverse set of industries including consumer and B2B technology;

syndicated data;

and not-for-profit development.

He currently is a trustee of WinTogether.org and sits on the board of Medios Electrónicos Y De Comunicación, S.A.P.I.

CV and the American Advertising Federation Lexington chapter.

There are no arrangements or understandings between Mr.

Potts and any other

persons pursuant to which he was selected as an officer, he has no family relationships with any of the Company’s directors or

executive officers, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a)

of Regulation S-K.

The Board of Directors has not yet determined Mr.

Potts’s compensation or agreed to terms on a written compensation

agreement, and the Company will file a Current Report on Form 8-K once such compensation has been determined by the Board of Directors.

Battles has been a member of the Board since October 2022.

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Battles focused on delivering interactive digital gaming formats across their retail footprint.

also has extensive FTSE experience, working as Executive Chairman/CFO in turnaround or high growth sectors and is a former CFO of London’s

largest digital agency.

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Accountant with Ernst & Young.

Kounoupias has been a member of the Board since April 2023.

Kounoupias is a respected attorney with almost 40-years of experience

with digital, media and technology companies with a strong practice focus on corporate governance, legal issues, regulations, and Intellectual

Property (IP), with varying skills across multiple sectors.

He has worked both within private practice and in-house, including a 16 year

period in a senior position in the consumer entertainment industry.

He also has extensive experience in branding, media, news and related

and he has held non-executive directorships and senior positions within the computer software, design, branded goods and

newspaper and magazine publishing industries.

He is the founder and CEO of Kounoupias IP, a boutique Intellectual Property consultancy

operating out of offices in England and Cyprus providing strategic guidance on digital technology and IP matters internationally.

is recognized as a leading specialist in anti-piracy and anti-counterfeiting and possesses extensive experience in managing and conducting

investigations in IP and other sectors.

He regularly contributes to journals and books, as well as providing professional training on

legal matters at seminars and webinars.

Executive Officer

Gustavson, our Chief Executive Officer (“CEO”), serves at the discretion of our Board and holds office until his successor

Gooding has been a member of the Board of Directors since August of 2023.

Gooding brings decades of service at respected

law firms, predominantly within the heart of London’s financial district.

His professional journey began as an Assistant Solicitor

at Clifford Turner in London and Dubai, advancing to a 15-year tenure at Clyde & Co.

A consummate legal strategist, he also served

as a partner at LeBoeuf Lamb Greene & MacRae and Howard Kennedy.

Notably, from 1999 to 2009, he held the position of Director at

the Sovereign Trade Corporation.

Adding to his diverse portfolio, Gooding subsequently held partner roles at Fasken Martineau and Nabarro

LLC (now CMS).

Since 2022, he has honed his expertise as a Consultant at Crowell and Morsing.

Jordan is a motorsport commercial specialist with extensive international sponsorship, acquisitions and communication skills

and experience.

With an active career in motorsport that spans more than four decades, Mr.

Jordan has held senior positions with the

world’s top Formula One Teams and some of most recognizable motorsport brands.

Hassan is a former boxer and worked in football management before becoming a British actor with a slate of over 60 films.

He is best known for his role as the leader of the Millwall firm, opposite Danny Dyer , in “

The Football Factory ”

(2004), “

Layer Cake (2004) opposite Daniel Craig, “

Batman Begins ”

(2005), “

The Business ”

(2005), and “Game of Thrones”

Hasan has recently completed filming for “

The Witcher ”

2) on Netflix with Henry Cavil.

He also remains involved with creative content and participates in voice-over roles.

Hassan’s

entrepreneurial skills have led him to participate in large-scale projects in entertainment, sports & leisure, and hospitality.

has a passion for supporting emerging acting talent in Cyprus and is the founder of The Tamer Hassan Academy for Acting.

Executive Officers

McGahan, our Chief Executive Officer (“CEO”), President and Secretary, serves at the discretion of our Board and holds office

until his successor is duly appointed or until his earlier resignation or removal.

Stubblefield, our Chief Financial Officer (“CFO”), serves at the discretion of our Board and holds office until his successor

is duly appointed or until his earlier resignation or removal.

Gustavson also serves as the principal financial/accounting officer

of the Company until a replacement is found.

Board consists of three directors.

Potts, our Chief Operating Officer (“COO”) serves at the discretion of our Board and holds office until his successor is

duly appointed or until his earlier resignation or removal.

Board consists of five directors.

Each of our current directors will continue to serve as a director until the election and qualification

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Vacancies on our Board may be filled by resolution of our Board.

Board consists of Matthew McGahan, Barney Battles and Nick Kounoupias, with Mr.

McGahan acting as chairman of the Board.

Board has affirmatively determined that each of Messrs.McGahan, Battles and Kounoupias is an “independent director” under

the Nasdaq listing rules applicable to board members.

For more details, see the section entitled “Independence of our Board.”

Board consists of Matthew McGahan, Barney Battles, Christopher Gooding, Paul S.

Jordan and Tamer T.

Hassan, with Mr.

McGahan acting as

chairman of the Board.

Board has affirmatively determined that each of Messrs.

Battles, Gooding, Jordan and Hassan is an “independent director”

under the Nasdaq listing rules applicable to board members.

For more details, see the section entitled “Independence of our Board.”

Board is divided into three classes with only one class of directors being elected in each year, and with each class serving a three-year

Class I director is Mr.

McGahan, and his term will expire at the 2025 annual meeting of stockholders;

Class II director is Mr.

Kounoupias, and his term will expire at the 2023 annual meeting of stockholders;

Class III director is Mr.

Battles, and his term will expire at the 2024 annual meeting of stockholders.

Gooding, and his term will expire at the 2026 annual meeting of stockholders;

Class II directors are Mr.

Battles and Mr.

Jordan, and their terms will expire at the 2024 annual meeting of stockholders;

Class III directors are Mr.

McGahan and Mr.

Hassan, and their terms will expire at the 2025 annual meeting of stockholders.

a result of the staggered Board, only one class of directors will be elected at each annual meeting of stockholders, with the other classes

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meets independence standards under the applicable rules and regulations of the SEC and the listing standards of Nasdaq.

family relationships among any of our directors and executive officer.

family relationships among any of our directors and executive officers.

In making these determinations, our Board considered the current

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in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions

involving them described under the heading “ Item 13.

involving them described under the heading “

Certain Relationships and Related Party Transactions, and Director Independence.

Board has two standing committees:

an Audit Committee and a Compensation Committee.

Each of the committees reports to the Board as it

deems appropriate and as the Board may request.

The composition, duties and responsibilities of these committees are set forth below.

Board has three standing committees:

an Audit Committee a Compensation Committee, and a Nominating Committee.

Each of the committees

reports to the Board as it deems appropriate and as the Board may request.

The composition, duties and responsibilities of these committees

are set forth below.

In the future, our Board may establish other committees, as it deems appropriate, to assist it with its responsibilities.

of the members of our Board serve as members of our Audit Committee.

Battles is the chair of our Audit Committee.

All members of

the Audit Committee are “independent” in accordance with the Nasdaq Rules (as defined below) and rules of the U.S.

and Exchange Commission (the “SEC”) applicable to boards of directors in general and Audit Committee members in particular.

The Board has determined that each member of the Audit Committee is “financially literate” within the meaning of the Nasdaq

Rules because each member is able to read and understand fundamental financial statements, including the Company’s balance sheet,

income statement and cash flow statement.

are three members of our Board who serve as members of our Audit Committee, Messrs.

Jordan, Gooding and Hassan.

Jordan is the chairman

of our Audit Committee.

All members of the Audit Committee are “independent”

in accordance with the Nasdaq Rules (as defined

below) and rules of the U.S.

Securities and Exchange Commission (the “SEC”) applicable to boards of directors in general

and Audit Committee members in particular.

The Board has determined that each member of the Audit Committee is “financially literate”

within the meaning of the Nasdaq Rules because each member is able to read and understand fundamental financial statements, including

the Company’s balance sheet, income statement and cash flow statement.

In addition, the Board has determined that Mr.

Battles qualifies as an “audit committee

financial expert” as defined by Item 407(d) of Regulation S-K, and therefore, also satisfies the “financial sophistication”

Jordan qualifies

as an “audit committee financial expert”

as defined by Item 407(d) of Regulation S-K, and therefore, also satisfies the “financial

sophistication”

requirement in accordance with Nasdaq Rule 5605(c)(2)(A).

The Board reached its conclusion as to Mr.

Battles’ qualifications based

on, among other things, his background in financial services and accounting, and experience on the audit committees of public, private

and investment companies.

Jordan’s’

qualifications based on, among other things, his business background.

duties and responsibilities of the Audit Committee include:

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reports from, and material written communications between, management and the independent registered public accounting firm, including

with respect to issues as to the adequacy of the Company’s internal controls;

and approving any related person transaction that is required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated

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risk assessment and risk management;

the Audit Committee Charter and the Audit Committee’s performance at least annually.

respect to our reporting and disclosure matters, the Audit Committee is also responsible for reviewing and discussing with the independent

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members of our Compensation Committee are Messrs.

McGahan, Battles and Kounoupias.

Kounoupias is the chair of our Compensation Committee.

All members of the Compensation Committee are “independent” in accordance with the Nasdaq Rules and SEC rules applicable

Hassan, Gooding and Jordan.

Hassan is the chairman of our Compensation Committee.

All members of the Compensation Committee are “independent”

in accordance with the Nasdaq Rules and SEC rules applicable

to boards of directors in general and compensation committees in particular.

In addition, at least two members of the Compensation Committee

qualify as “non-employee directors” for purposes of Rule 16b-3 under the Exchange Act.

qualify as “non-employee directors”

for purposes of Rule 16b-3 under the Exchange Act.

Compensation Committee is responsible for reviewing and overseeing our compensation policies and practices, and meets regularly throughout

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and recommends to our Board for approval of the compensation of our CEO and other executive officers based on this evaluation;

reviews and approves of all elements of our CEO’s and other executive officers’ compensation, including cash-based and

reviews and approves of all elements of our CEO’s and other executive officers’

compensation, including cash-based and

equity-based awards and opportunities, as well as any employment agreements and severance agreements, change in control agreements

and special or supplemental compensation and benefits.

Nominating Process

do not currently have a nominating committee or any other committee serving a similar function.

Director nominations are approved by

a vote of a majority of our directors, each of whom is independent, as required under the Nasdaq rules and regulations.

We believe that

the current process in place functions effectively to select director nominees who will be valuable members of our Board of Directors.

members of our Nominating Committee are Messrs.

Gooding, Jordan and Hassan.

Gooding is the chairman of our Nominating Committee.

All members of the Nominating Committee are “independent”

in accordance with the Nasdaq Rules and SEC rules applicable to

boards of directors in general and nominating committees in particular.

nominations are approved by a vote of a majority of our directors, each of whom is independent, as required under the Nasdaq rules and

We believe that the current process in place functions effectively to select director nominees who will be valuable members

of our Board of Directors.

identify potential nominees to serve as directors through a variety of business contacts, including current executive officers, directors

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Our independent directors evaluate all candidates to our Board by reviewing their biographical

information and qualifications.

information and qualifications and having each candidate vetted by outside legal counsel.

of Business Conduct and Ethics and Corporate Governance Guidelines

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To further our commitment to sound governance, our Board has adopted the Corporate Governance Guidelines to

ensure that the necessary policies and procedures are in place to facilitate the Board’s review and make decisions with respect

to the Company’s business operations that are independent from management.

ensure that the necessary policies and procedures are in place to facilitate the Board’s review and make decisions with respect

to the Company’s business operations that are independent from management.

The Corporate Governance Guidelines set forth the practices

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of Business Conduct and Ethics .

We maintain a Code of Business Conduct and Ethics (the “Code of Conduct”) that is applicable

to all of our directors, officers and employees, including our Chairperson, CEO and other members of management.

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Code of Conduct also satisfies the requirements for a code of ethics as defined by Item 406 of Regulation S-K promulgated by the SEC.

If the Company ever were to amend or waive any provision of the Code of Conduct and that applies to the Company’s principal executive

officer, principal financial officer, principal accounting officer or any person performing similar functions, the Company intends to

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Section 16(a) Reports

16(a) of the Exchange Act requires executive officers, directors and persons who beneficially own more than 10% of a company’s

common stock to file initial reports of ownership (Forms 3) and reports of changes in ownership (Forms 4 and 5) with the SEC.

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Executive Compensation.

section discusses the material components of the executive compensation program for the executive officers of Lottery.com who were “named

executive officers,” or NEOs for fiscal 2022.

section discusses the material components of the executive compensation program for the executive officers of Lottery.com who were “named

executive officers,”

or NEOs for fiscal 2023.

This discussion may contain forward-looking statements that are based on our current

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may differ materially from the existing and currently planned programs summarized or referred to in this discussion.

an emerging growth company, we have opted to comply with the executive compensation disclosure rules applicable to “smaller reporting

companies” as such term is defined in the rules promulgated under the Securities Act, which, in general, require compensation disclosure

an emerging growth company, we have opted to comply with the executive compensation disclosure rules applicable to “smaller reporting

companies”

as such term is defined in the rules promulgated under the Securities Act, which, in general, require compensation disclosure

for our principal executive officer and its two other most highly compensated executive officers, referred to herein as our NEOs.

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Our NEOs for fiscal 2023 are:

former CEOs, Tony DiMatteo and Sohail S.

former executive officers, Edward Moffly, Ryan Dickinson and Matthew Clemenson.

McGahan CEO and former CEO Mark Gustavson

executive officers, Gregory Potts, COO and Robert Stubblefield, CFO

Compensation Table

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and Principal Position

Awards (2) ($)

Incentive Plan Compensation ($)

Other Compensation ($)

Gustavson, Former CEO

DiMatteo, Former CEO

Quraeshi, Former CEO

Stubblefield, CFO

Moffley, Former CFO

CFO and President

Matthew Clemenson

Amounts reflect the NEO’s base salary earned during the

fiscal year presented.

Amount represents the aggregate grant date fair value of restricted

share awards (“Restricted Shares”) made to the named executive officer computed in accordance with Financial Accounting Standards

Codification Topic 718, Compensation - Stock Compensation (“Topic 718”).

As required by SEC rules, awards are reported in

the year of grant.

For more information, see “ Narrative Disclosure to Summary Compensation Table — Supplemental Table ”

reflect the NEO’s base salary earned during the fiscal year presented.

value of stock awards.

Amount represents the aggregate grant date fair value of common stock share awards made to the named executive

officer computed in accordance with Financial Accounting Standards Codification Topic 718, Compensation - Stock Compensation (“Topic

As required by SEC rules, awards are reported in the year of grant.

For more information, see “

Narrative Disclosure

to Summary Compensation Table —

Supplemental Table ”

to any annual bonus, each of which is subject to the approval of the Compensation Committee of the Board.

S-8 shares are reserved for later issuance.

Disclosure to Summary Compensation Table

October 28, 2021, AutoLotto awarded 778,250 restricted shares of common stock (which were exchanged for 2,339,286 restricted shares of

Common Stock (“Restricted Shares”) in connection with the Business Combination Closing) to Mr.

Dickinson and 155,809 restricted

shares of common stock (which were exchanged for 468,335 Restricted Shares in connection with the Business Combination Closing) to Ms.

Lever, in each case, under the AutoLotto, Inc.

2015 Stock Option/Stock Issuance Plan (the “2015 Plan”) (together, such equity

grants are referred to herein as the “Fiscal 2021 Equity Awards”).

Fiscal 2021 Equity Awards rewarded Mr.

Dickinson and Ms.

Lever for their respective service to the Company during a critical period for

the Company and as a result of their significant efforts in growing the Company’s business and preparing the Company to be a public

company, as well as for completing the Business Combination during fiscal 2021.

In particular, Mr.

Dickinson joined the Company in June

2018, serving the Company for over three years, including through the Business Combination process, but had not previously received equity

compensation for his services to the Company and previously had no equity in the Company.

Lever joined the Company in March 2021,

heading the Company’s legal function through the Business Combination process, without previously receiving any grant of equity

for her services.

Dickinson’s Restricted Shares vest in full six months following the Business Combination Closing, or on April 29, 2022.

Dickinson’s Service terminates for any reason, all unvested Restricted Shares at the time of such termination will be

respect to Ms.

Lever’s grant:

Lever’s Restricted Shares are subject to time vesting, with 25% (or 58,542 Restricted Shares) vesting on October 28,

2022 (the one year anniversary of the Grant Date) and the remaining 75% vesting monthly over the subsequent 36 month period (with

4,878 Restricted Shares vesting each month).

Lever’s Restricted Shares are subject to performance vesting, with 79,617 Restricted Shares (or 34%) vesting six months

following the Business Combination Closing, or on April 29, 2022, and 154,550 of her Restricted Shares (or 66%) vesting based on

stock price performance hurdles, with half of such shares vesting if the stock price equals or exceeds $14.50 for any 20 trading

days in any 30 consecutive day trading period during the one year period following the Business Combination Closing and the other

half vesting if the stock price equals or exceeds $16.00 for any 20 trading days in any 30 consecutive day trading period during

the one year period following the Business Combination Closing.

In the event that one or both closing price goals are not satisfied

within 12 months following the Business Combination Closing, the remaining unvested performance-vested Restricted Shares will vest

monthly over the 36 month period commencing with the 13 month anniversary of the Business Combination Closing, or on November 29,

the event Ms.

Lever’s service terminates for any reason, all unvested Restricted Shares at the time of such termination will be

There were no equity awards granted to our named executive officer during

October 10, 2023, the Board approved the “2023 Employees Directors and Consultants Stock Issuance and Option Plan”

(the “Plan”)

in order for the Company to be able to attract and retain key personnel and to provide a means whereby certain directors, officers, employees,

consultants and advisors of the Company can acquire and maintain an equity interest in the Company, or be paid incentive compensation,

which may be measured by reference to the value of Common Stock, thereby strengthening their commitment to the welfare of the Company

and its Affiliates and aligning their interests with those of the Company’s stockholders.

a result of the Board’s approval of the Plan, S-8 common stock was awarded to Matthew McGahan, CEO, who received a 125,000 share

common stock grant (not as yet issued), Robert Stubblefield, CFO, received 25,000 shares of common stock and Greg Potts, COO, received

25,000 shares of common stock.

Ryan Peterson, EVP of Technology, is to receive 25,000 shares of common stock which are yet to be issued.

were no equity awards granted to our named executive officers during fiscal 2022.

salaries are generally set at levels deemed necessary to attract and retain our executives.

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on any number of factors at the discretion of the Compensation Committee, including the individual performance of the named executive

officer, company performance, any change in the executive’s position within our business, the scope of their responsibilities and

For fiscal 2023, the amounts earned by our named executive officers are shown in the Summary Compensation Table above.

addition to base salaries, the named executive officers may receive discretionary annual bonuses, guaranteed and/or retention

bonuses in the discretion of the Compensation Committee.

Our NEOs did not earn any cash bonuses during fiscal 2020 or fiscal 2021;

however, during fiscal 2022, the Compensation Committee in its discretion awarded one-time retention bonuses to each of Messrs.

DiMatteo, Dickinson and Clemenson, who each received a cash award of $227,740.

bonuses are being reported as fiscal 2022 compensation in the Summary Compensation Table above.

addition to base salaries, the named executive officers may receive discretionary annual bonuses, guaranteed and/or retention bonuses

at the discretion of the Compensation Committee.

Benefits, and Termination and Change in Control Provisions at December 31, 2023 and 2022

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Equity Awards at December 31, 2023

of our named executive officers have any outstanding equity awards.

Any outstanding equity awards were forfeited as of the date of their

resignation or separation from the Company.

February 2022, our Board approved a Non-Employee Director Compensation Program generally providing for an annual cash fee of $62,000,

an annual equity grant of restricted stock units with an award value of $65,000, and an initial equity grant of restricted stock units

with an award value of $85,000.

Notwithstanding this program adopted by our Board, no cash fees were paid to our directors during fiscal

2022 and all outstanding equity awards were forfeited in connection with director resignations from the Board.

our executive officers, Matthew McGahan, CEO, Robert Stubblefield, CFO and Gregory Potts, COO, each received equity awards in 2023.

McGahan, CEO, received a 125,000 share common stock grant (not as yet issued), Robert Stubblefield, CFO, received 25,000 shares of common

stock and Gregory Potts, COO, received 25,000 shares of common stock.

Ryan Peterson, EVP of Technology, is to receive 25,000 shares of

common stock which are yet to be issued.

July 14, 2023, our Board approved a Non-Employee Director Compensation program providing for a cash fee of $6,000 USD per month per director

($72,000 USD per year).

Notwithstanding this program adopted by our Board, total cash fees paid to our directors during fiscal 2023 were

following table sets forth the total compensation paid to each of our non-employee directors for their service on the Board during fiscal

or Paid in Cash ($)

Barney Battles(2)

Directors Fees Earned

Matthew McGahan (2)

Richard Kivel(4)

Lisa Borders(5)

Steven Cohen(5)

Joseph Kaminkow(6)

William Thompson (7)

Amer Rustom(8)

Vladimir Klechtchev(9)

Naila Chowdhury(10)

Barney Battles(3)

Christopher Gooding (4)

Nick Kounoupias (7)

Naila Chowdhry (8)

(1) Represents

all non-employee directors who served on our Board during fiscal 2023.

All stock awards granted to our directors during fiscal 2021

were forfeited in connection with the director resignations from the Board noted below.

Amounts accrued per

director each include a $85,000 USD initial fee.

McGahan was appointed to our Board on October 19, 2022, and served as a non-employee director

until his initial appointment as Interim CEO, on July 20, 2023.

During said time, Mr.

received accrued compensation for his service on the Board during fiscal 2022 and 2023 at

the rate of $6,000 USD per month as any other director.

No stock was awarded to him pertaining

to his role as an non-employee director, only in relation to his role as CEO of the Company.

Battles was appointed to our Board on November 3, 2022.

Battles did not receive compensation for his service on the Board during

McGahan was appointed to our Board on October 19, 2022.

McGahan did not receive compensation

for his service on the Board during fiscal 2022.

Kivel served on our Board until November 4, 2022.

Cohen and Ms.

Borders served on our Board until September 2, 2022.

Kaminkow resigned from our Board on June 9, 2022.

Thompson served on our Board from March 10, 2022 to September 2, 2022.

Rustom served on our Board from September 12, 2022 to November 23, 2022.

Rustom did not

receive compensation for his service on the Board during fiscal 2022.

Klechtchev served on our Board from September 12, 2022 to October 19, 2022.

Klechtchev did not receive compensation for his service

on the Board during fiscal 2022.

Chowdhury served on our Board from November 3, 2022 to March 9, 2023.

Chowdhury did not receive compensation for his service on the

Board during fiscal 2022.

Battles received accrued compensation

for his service on the Board during fiscal 2022 and 2023 at the rate of $6,000 USD per month.

Gooding was appointed to our Board on August 10, 2023 and received accrued compensation at

the rate of $6,000 USD per month.

Jordan was appointed to our Board on July 20, 2023 and received accrued compensation at the

rate of $6,000 USD per month.

Hassan was appointed to our Board on July 20, 2023 and received accrued compensation at the

rate of $6,000 USD per month.

Kounoupias, appointed an independent outside director on April 4, 2023, resigned from our

Board on August 7, 2023.

Chowdhry, an independent outside director, resigned from our Board on March 9, 2023.

the aggregate total accrual for our Board, of the “Fee Earned or Paid in Cash”,

only $60,000 of the accrual was

paid on December 18, 2023.

Committee Interlocks and Insider Participation

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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

following table shows information with respect to the beneficial ownership of our common stock as of June 15, 2023, for:

following table shows information with respect to the beneficial ownership of our common stock as of December 31, 2023, for:

person known to us to own beneficially 5% or more of our outstanding common stock;

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of our directors and executive officers as a group.

of June 15, 2023, there were 50,794,707 shares of our common stock outstanding.

of December 31, 2023, there were 2,895,770 shares of our common stock outstanding.

Except as indicated by footnote and subject to community

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ownership of securities.

Under SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has

Under SEC rules, a person is deemed to be a “beneficial owner”

of a security if that person has

or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security.

is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60

Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage,

but not for purposes of computing any other person’s percentage.

Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage,

but not for purposes of computing any other person’s percentage.

Under these rules, more than one person may be deemed to be a

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no economic interest.

NAME OF BENEFICIAL OWNER

AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP

PERCENT OF COMMON STOCK OUTSTANDING

DIRECTORS, NAMED EXECUTIVE OFFICERS AND 55 STOCKHOLDERS (1)

AMOUNT AND NATURE OF BENEFICIAL

OF COMMON STOCK

OFFICERS AND DIRECTORS

Matthew McGahan, CEO, Director

Robert Stubblefield, CFO

Greg Potts, COO

Barney Battles, Director

Christopher Gooding, Director

Jordan, Director

Hassan, Director

5% STOCKHOLDERS

Tony DiMatteo(2)

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Ryan Dickinson

Mark Gustavson

Barney Battles

Matthew McGahan

Nick Kounoupias

Suhail Quraeshi

Edward Moffly

Woodford Eurasia Assets Ltd.

DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP (FOUR PERSONS)

DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP (SEVEN PERSONS)

business address of each of these stockholders is c/o Lottery.com Inc., 20808 State Hwy 71 W, Unit B, Spicewood, TX 78669.

shown are held by ALD Holdings Group, LLC (“ALD Holdings”).

DiMatteo may be deemed to beneficially own the shares

held by ALD Holdings.

shown are held by MC Holdings, LLC (“MC Holdings”).

Clemenson may be deemed to beneficially own the shares held by

shown held by RD Holdings Group, LLC.

Dickinson may be deemed to beneficially own the shares held by RD Holdings Group, LLC.

Compensation Plan Information

following table summarizes share and exercise price information about the Company’s equity compensation plans as of December 31,

Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights

Weighted Average Exercise Price of Outstanding Options, Warrants and Rights

Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans

following table summarizes share and exercise price information about the Company’s equity compensation plans as of December 31,

Number of Securities to be Issued Upon

Exercise of Outstanding Options, Warrants and Rights

Weighted Average Exercise Price of

Outstanding Options, Warrants and Rights

Number of Securities Remaining

Available for Future Issuance Under Equity Compensation Plans

Equity Compensation plans approved by security holders (1)

Relates only to the Lottery.com 2021 Incentive Plan.

only to the Lottery.com 2021 Incentive Plan.

connection with the Business Combination, the Board and stockholders approved the Lottery.com 2021 Incentive Plan, which enables the

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units, unrestricted stock, other share based awards and cash awards to directors, employees, consultants and advisors to improve the

ability of the Company to attract and retain key personnel upon whom the Company’s sustained growth and financial success depend,

by providing such persons with an opportunity to acquire or increase their proprietary interest in the Company.

Certain Relationships and Related Transactions, and Director Independence.

Agreement with Master Goblin Games, LLC

March 2020, the Company entered into a service agreement (as amended, the “Service Agreement”), with Master Goblin Games,

LLC (“Master Goblin”), an entity that is wholly owned by our President and CFO, Ryan Dickinson.

Master Goblin leases retail

locations in certain U.S.

jurisdictions from which it operates tabletop game retail stores and, ancillary to such retail operations,

acts as sales agent or retailer licensed by the state lottery commission of such jurisdiction to sell lottery game tickets from such

retail stores.

The Company acquires lottery games as requested by users from Master Goblin on a non-exclusive basis in such jurisdictions.

to the Service Agreement, Master Goblin is authorized and approved by the Company to incur up to $100,000 in initial expenses per location

for the commencement of operations at each location, including, without limitation, tenant improvements, furniture, inventory, fixtures

and equipment, security and lease deposits, and licensing and filing fees.

Similarly, pursuant to the Service Agreement, during each

month of operation, Master Goblin is authorized to submit to the Company for reimbursement on-going expenses of up to $5,000 per location

for actually incurred lease expenses.

The initial expenses are submitted by Master Goblin to the Company upon Master Goblin securing

a lease, and leases are only secured by Master Goblin in any location upon request of the Company.

On-going expenses are submitted by

Master Goblin to the Company for reimbursement on a monthly basis, subject to offset.

To the extent Master Goblin has a positive net

income in any month, exclusive of the sale of lottery games, such net income reduces or eliminates such reimbursable expenses for that

In addition, from time to time Master Goblin may incur certain additional reimbursable expenses for the benefit of the Company.

The Company paid Master Goblin an aggregate of approximately $440,000 and $800,000, including expense reimbursements under the Service Agreement

and additional reimbursable expenses, as of December 31, 2022 and 2021, respectively.

Rights Agreement

Simultaneously

with the closing of the Business Combination on October 29, 2021 (the “Business Combination Closing”), the Company entered

into an investor rights agreement (the “Investor Rights Agreement”) with the initial stockholders of Trident Acquisition

with the closing of the Business Combination on October 29, 2021 (the “Business Combination Closing”), the Company entered

into an investor rights agreement (the “Investor Rights Agreement”) with the initial stockholders of Trident Acquisition

and certain stockholders of AutoLotto, including Lawrence Anthony DiMatteo III, our former chief executive officer, and Matthew

Clemenson, our former chief revenue officer (collectively, the “Stockholder Parties”).

Pursuant to the Investor Rights Agreement,

such parties agreed to vote or cause to be voted all shares owned by them or take such other necessary action to ensure that (i) our

Board was made up of at least five directors at Closing, (ii) one director nominated by the Initial Stockholders (the “Initial

Stockholders Director”) and the remaining directors nominated by the AutoLotto stockholders (the “AutoLotto Directors”)

Board was made up of at least five directors at Closing, (ii) one director nominated by the Initial Stockholders (the “Initial

Stockholders Director”) and the remaining directors nominated by the AutoLotto stockholders (the “AutoLotto Directors”)

would be elected to our initial Board, with the Initial Stockholders Director designated as a Class II director, and (iii) following

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Board has established the Corporate Governance Guidelines to assist it in making independence determinations for each director of our

The Corporate Governance Guidelines define an “independent director” to align with the definition provided under the

corporate governance requirements of the Nasdaq Stock Market LLC (collectively, the “Nasdaq Rules”).

The Corporate Governance Guidelines define an “independent director”

to align with the definition provided under the

corporate governance requirements of the Nasdaq Stock Market LLC (collectively, the “Nasdaq Rules”).

Under Nasdaq Rule 5605(a)(2),

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is the policy of the Board to make affirmative independence determinations for all directors at least annually in connection with the

preparation of the Company’s proxy statement.

In making independence determinations, the Board will broadly consider all relevant

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As a result of this review, the Board affirmatively determined that Messrs.

McGahan, Battles and Kounoupias are independent within the meaning of the Nasdaq Rules, including with respect to their respective committee

The Board has determined that each member of the Audit Committee is “independent” for purposes of service on the

Audit Committee in accordance with Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),

and that each member of the Compensation Committee is “independent” for purposes of service on the Compensation Committee

Battles, Gooding, Jordan and Hassan are independent within the meaning of the Nasdaq Rules, including with respect to their respective

committee service.

The Board has determined that each member of the Audit Committee is “independent”

for purposes of service

on the Audit Committee in accordance with Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),

and that each member of the Compensation Committee is “independent”

for purposes of service on the Compensation Committee

in accordance with Section 10C(a)(3) of the Exchange Act.

Principal Accounting Fees and Services.

September 27, 2022, Armanino LLP (“Armanino”) resigned as the independent registered public accounting firm of the Company,

effective immediately.

On October 7, 2022, the Audit Committee approved the engagement of Yusufali & Associates, LLC (“Yusufali”)

as the Company’s new independent registered public accounting firm, effective immediately, for the fiscal year ended December 31,

The following table sets forth the aggregate fees billed to us for the fiscal year ended December 31, 2022 by Yusufali:

On October 7, 2022, the Audit Committee approved the engagement of Yusufali & Associates, LLC (“Yusufali”)

as the Company’s new independent registered public accounting firm, effective immediately, for the fiscal year ended December 31,

For fiscal 2023, Yusufali continues its engagement for the Company as its independent registered public accounting firm The following

table sets forth the aggregate fees billed to us for the fiscal year ended December 31, 2022 and December 31, 2023 by Yusufali:

Audit Fees (1)

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All Other Fees (4)

Fees represent the aggregate fees billed for professional services rendered for the audits of the annual financial statements and

the Company’s internal control over financial reporting;

for review of the consolidated financial statements included in the

Company’s Quarterly Reports on Form 10-Q filings;

Fees represent the aggregate fees billed for professional services rendered for the audits

of the annual financial statements and the Company’s internal control over financial

for review of the consolidated financial statements included in the Company’s

Quarterly Reports on Form 10-Q filings;

for the audits and reviews of certain of our subsidiaries;

and for services

that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings.

and for services that are normally provided by the independent registered public accounting

firm in connection with statutory and regulatory filings.

(2) Audit-Related

Fees represent the aggregate fees billed for assurance and other services related to the performance of the audit or review of our

consolidated financial statements and that are not reported under paragraph (1) above.

These services include due diligence related

to mergers and acquisitions and consultation concerning financial accounting and reporting standards.

Fees represent the aggregate fees billed for international tax compliance, tax advice, and tax planning services.

Fees represent the aggregate fees billed for assurance and other services related to the

performance of the audit or review of our consolidated financial statements and that are

not reported under paragraph (1) above.

These services include due diligence related to mergers

and acquisitions and consultation concerning financial accounting and reporting standards.

Fees represent the aggregate fees billed for international tax compliance, tax advice, and

tax planning services.

Other Fees represent fees billed for all other services.

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the lead partner of the independent registered public accounting firm and overseeing the work of the independent registered public accounting

In addition, and pursuant to its charter and the Company’s Audit and Non-Audit Services Pre-Approval Policy, the Audit Committee

annually reviews and pre-approves the audit services to be provided by Armanino LLP, and also reviews and pre-approves the engagement

of Armanino LLP for the provision of other services during the year, including audit-related, tax and other permissible non-audit.

each proposed service, the Company’s management and the independent registered public accounting firm are required to jointly submit

to the Audit Committee detailed supporting documentation at the time of approval to permit the Audit Committee to make a determination

as to whether the provision of such services would impair the independent registered public accounting firm’s independence, and

In addition, and pursuant to its charter and the Company’s Audit and Non-Audit Services Pre-Approval Policy, the Audit Committee

annually reviews and pre-approves the audit services to be provided by Yusufali & Associates, LLC, and also reviews and pre-approves

the engagement of Yusufali for the provision of other services during the year, including audit-related, tax and other permissible non-audit.

For each proposed service, the Company’s management and the independent registered public accounting firm are required to jointly

submit to the Audit Committee detailed supporting documentation at the time of approval to permit the Audit Committee to make a determination

as to whether the provision of such services would impair the independent registered public accounting firm’s independence, and

whether the fees for the services are appropriate.

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of Armanino LLP

previously disclosed in the Current Report on Form 8-K filed with the SEC on October 12, 2022 (the “October 12, 2022 Form 8-K”),

the Audit Committee approved on October 7, 2022 the engagement of Yusufali as the Company’s independent registered public accounting

previously disclosed in the Current Report on Form 8-K filed with the SEC on October 12, 2022 (the “October 12, 2022 Form 8-K”),

the Audit Committee approved on October 7, 2022 the engagement of Yusufali as the Company’s independent registered public accounting

firm for the fiscal year ended December 31, 2022, effective on the same day.

As previously disclosed in the Current Report on Form 8-K

filed with the SEC on October 6, 2022 (the “October 6, 2022 Form 8-K”), Armanino resigned as the Company’s independent

registered public accounting firm on September 27, 2022, effectively immediately.

previously disclosed in the October 6, 2022 Form 8-K, Armanino’s report on the Company’s

financial statements for the fiscal years ended December 31, 2021 and December 31, 2020 did

not contain an adverse opinion or disclaimer of opinion, nor was it qualified or modified

as to uncertainty, audit scope or accounting principles.

In addition, there were no disagreements

between the Company and Armanino on accounting principles or practices, financial statement

disclosure or auditing scope or procedure, which, if not resolved to the satisfaction of

Armanino, would have caused them to make reference to the disagreement in their report for

such period, or any subsequent interim period preceding Armanino’s resignation.

on July 20, 2022, the Company was advised by Armanino, its registered independent public

accountant for the fiscal year ended December 31, 2021, that the audited financial statements

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

ended March 31, 2022, should no longer be relied upon.

Armanino advised and determined subsequent

to the audit and review of such financial statements, respectively, that a Company subsidiary

entered into a line of credit in January 2022 that was not disclosed in the footnotes to

the December 31, 2021 financial statements and was not recorded in the March 31, 2022 financial

previously disclosed in the October 6, 2022 Form 8-K, during the Company’s two audited fiscal years ended December 31, 2021 and

previously disclosed in the October 6, 2022 Form 8-K, Armanino’s report on the Company’s financial statements for the fiscal

years ended December 31, 2021 and December 31, 2020 did not contain an adverse opinion or disclaimer of opinion, nor was it qualified

or modified as to uncertainty, audit scope or accounting principles.

In addition, there were no disagreements between the Company and

Armanino on accounting principles or practices, financial statement disclosure or auditing scope or procedure, which, if not resolved

to the satisfaction of Armanino, would have caused them to make reference to the disagreement in their report for such period, or any

subsequent interim period preceding Armanino’s resignation.

However, on July 20, 2022, the Company was advised by Armanino, its

registered independent public accountant for the fiscal year ended December 31, 2021, that the audited financial statements for the year

ended December 31, 2021, and the unaudited financial statements for the quarter ended March 31, 2022, should no longer be relied upon.

Armanino advised and determined subsequent to the audit and review of such financial statements, respectively, that a Company subsidiary

entered into a line of credit in January 2022 that was not disclosed in the footnotes to the December 31, 2021 financial statements and

was not recorded in the March 31, 2022 financial statements.

previously disclosed in the October 6, 2022 Form 8-K, during the Company’s two audited fiscal years ended December 31, 2021 and

December 31, 2020, and the subsequent interim period through September 27, 2022, Armanino identified the following reportable events

of the type described in Item 304(a)(1)(v) of Regulation S-K:

based on Armanino’s evaluation of the facts and circumstances pertaining

to matters disclosed in the Company’s recent Form 8-K filings regarding the resignations of certain officers and directors, Armanino

based on Armanino’s evaluation of the facts and circumstances pertaining

to matters disclosed in the Company’s recent Form 8-K filings regarding the resignations of certain officers and directors, Armanino

is unable to rely on the representations of management.

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addressed to the SEC stating whether it agrees with the statements made by the Company set forth above.

A copy of Armanino’s letter,

dated October 7, 2022, was filed as Exhibit 16.1 to the amendment to the October 12, 2022 Form 8-K.

of Marcum LLP in connection with the Business Combination

previously disclosed in the Current Report on Form 8-K filed with the SEC on November 15, 2021 (the “November 15, 2021 Form 8-K”),

following the Business Combination Closing, the Audit Committee engaged Armanino LLP as the Company’s independent registered public

accounting firm for the fiscal year ending December 31, 2021 and approved the dismissal of Marcum LLP as the Company’s independent

registered public accounting firm on November 10, 2021, effective on the same day.

Prior to the Business Combination, Marcum LLP served

as TDAC’s independent registered public accounting firm and Armanino LLP served as AutoLotto’s independent registered public

accounting firm.

reports of Marcum LLP on the Company’s financial statements as of and for the two most

recent audited fiscal years ended December 31, 2020 and December 31, 2019 did not contain

an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainties,

audit scope or accounting principles.

the Company’s two audited fiscal years ended December 31, 2020 and December 31, 2019, and the subsequent interim period through

November 10, 2021, there were no disagreements between the Company and Marcum LLP on any matter of accounting principles or practices,

financial disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Marcum LLP, would have

caused it to make reference to the subject matter of the disagreements in its reports on the Company’s financial statements for

the Company’s two audited fiscal years ended December 31, 2020 and December 31, 2019, and the subsequent interim period through

November 10, 2021, there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange

Company provided Marcum LLP with a copy of the foregoing disclosures and has requested that Marcum furnish the Company with a letter

addressed to the SEC stating whether it agrees with the statements made by the Company set forth above.

A copy of Marcum’s letter,

dated November 12, 2021, was filed as Exhibit 16.1 to the November 15, 2021 Form 8-K.

Exhibits, Financial Statement Schedules.

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Description of Capital Stock (incorporated by reference to Exhibit 4.2 of the Annual Report on Form 10-K filed by Lottery.com with the SEC on April 1, 2022).

Letter Agreement among Trident Acquisitions Corp., Trident Acquisitions Corp.’s officers, directors and stockholders (incorporated by reference to Exhibit 10.2 to Amendment No.

2 to the Registration Statement on Form S-1/A (File No.

40 unchanged sentences

Loan Agreement Deed, Debenture Deed and Securitization, dated December 7, 2022, between Lottery.com and Woodford Eurasia Assets Ltd, as security holder (incorporated by reference to Exhibit 10.25 of the Annual Report on Form 10-K/A filed by Lottery.com with the SEC on May 10, 2023).

Amended and Restated Loan Agreement and Deed, dated August 8, 2023, between Lottery.com and United Capital Investments London Limited as lender

Amendment to Amended and Restated Loan Agreement, dated as of August 18, 2023, by and between Lottery.com Inc.

and United Capital Investments London Limited.

Business Loan Agreement dated January 4, 2022, between Autolotto, Inc.

3 unchanged sentences

Amendment and Restatement Agreement in respect of Loan Agreement (Deed) dated 7 December 2022, between Lottery.com and Woodford Eurasia Assets Ltd.

Letter from Marcum LLP to the SEC, dated November 12, 2021 (incorporated by reference to Exhibit 10.13 of the Current Report on Form 8-K filed by Lottery.com with the SEC on November 15, 2021).

Letter from Armanino LLP to the SEC, dated October 7, 2022 (incorporated by reference to Exhibit 16.1 of Amendment No.

1 to the Current Report on Form 8-K filed by Lottery.com with the SEC on October 12, 2022.

List of Subsidiaries of Lottery.com Inc.

(incorporated by reference to Exhibit 21.1 of the Current Report on Form 8-K filed by Lottery.com with the SEC on November 4, 2021).

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C.

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Executive Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial Officer and Principal Accounting Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within

10 unchanged sentences

Securities and Exchange Commission.

any of the omitted

schedules and exhibits upon request by the U.S.

Securities and Exchange Commission.

portions of this exhibit have been omitted pursuant to Regulation S-K Item 601(b)(10)(iv).

5 unchanged sentences

to be signed on its behalf by the undersigned, thereunto duly authorized .

June 15, 2023

Mark Gustavson

April 3, 2024

Matthew McGahan

Executive Officer

Executive Officer and Principal Financial/Accounting Officer)

ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mark Gustavson and Matthew McGahan,

and each or any one of them, their true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for

them and in their name, place and stead, in any and all capacities, to sign any and all amendments to this Report, and to file the same,

with all exhibits thereto, and other documents in connection therewith, with the United States Securities and Exchange Commission, granting

unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite

and necessary to be done in connection therewith, as fully to all intents and purposes as they might or could do in person, hereby ratifying

and confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes or substitute, may lawfully do or cause

to be done by virtue hereof.

Executive Officer)

to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on

behalf of the Registrant in the capacities and on the dates indicated.

Mark Gustavson

Matthew McGahan

Executive Officer

June 15, 2023

Executive Officer and Principal Financial/Accounting Officer)

April 3, 2024

Matthew McGahan

June 15, 2023

Executive Officer)

Matthew McGahan

April 3, 2024

Barney Battles

June 15, 2023

Nick Kounoupias

June 15, 2023

April 3, 2024

Christopher Gooding

April 3, 2024

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 9A. Controls and Procedures