What changed in this filing

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Item 9A. Controls and Procedures

2024-06-04 compared with 2023-05-10 · 737 added, 117 removed, 80 unchanged (91% of the section changed)

1 unchanged sentence

of Disclosure Controls and Procedures

In connection

with the filing of the Original 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 Rules 13a-15(e)

and 15d-15(e) under the Exchange Act) as of December 31, 2021.

Based on their evaluation, our then Chief Executive Officer and Chief Financial

Officer concluded that, as of December 31, 2021, our disclosure controls and procedures were not effective due to material weaknesses

in our internal control over financial reporting with respect to our financial statement close and reporting process.

to the evaluation made in connection with the filing of the Original Report on April 1, 2022, 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.

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.

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

Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2021.

Based on their evaluation, our then Chief Executive Officer

and Chief Financial Officer concluded that, as of December 31, 2021, our disclosure controls and procedures were not effective due to

material weaknesses in our internal control over financial reporting with respect to our financial statement close and reporting process.

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

controls 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.

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

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

the period covered by this Amended Report, our disclosure controls and procedures 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, as described further

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 Amended Report present fairly in all material respects our financial position, results of operations

and cash flows for the periods presented.

Report on Internal Control Over Financial Reporting

discussed elsewhere in this Amended Report, we completed the Business Combination on October 29, 2021.

Prior to the Business Combination,

we were a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition,

stock purchase, reorganization or other similar business combination with one or more operating businesses.

As a result, previously existing

internal controls are no longer applicable or comprehensive enough as of the assessment date as our operations prior to the Business

Combination were insignificant compared to those of the consolidated entity post-Business Combination.

The design of internal controls

over financial reporting for the Company post-Business Combination has required and will continue to require significant time and resources

from management and other personnel.

As a result, management was unable, without incurring unreasonable effort or expense, to conduct

an assessment of our internal control over financial reporting as of December 31, 2021.

Accordingly, we are excluding management’s

report on internal control over financial reporting pursuant to Section 215.02 of the SEC Division of Corporation Finance’s Regulation

S-K Compliance & Disclosure Interpretations.

In addition, as an emerging growth company, management’s assessment of internal

control over financial reporting was not subject to attestation by our independent registered public accounting firm.

Weaknesses in Internal Control Over Financial Reporting (as restated)

connection with the audit of our condensed consolidated financial statements included in this Amended Report, our management has

identified material weaknesses in our internal control over financial reporting as of December 31, 2021 and 2020 relating to

deficiencies in the design and operation of the procedures relating to the closing of our financial statements.

In connection with this Amended 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 Amended 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 Amended 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

connection with the audit of our condensed consolidated financial statements included in this Amended Report, our management has identified material

weaknesses in our internal control over financial reporting as of December 31, 2023 and 2022 relating to deficiencies in the design and

operation of the procedures relating to the closing of our financial statements.

These include:

our lack of a sufficient number of personnel with an appropriate level of knowledge and experience in accounting for complex or

non-routine transactions, (ii) 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) our inability to

complete the timely closing of financial books at the quarter and fiscal year end, and (iv) incomplete segregation of duties in

certain types of transactions and processes.

(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, (ii) 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) our inability to complete the timely closing of financial books

at the quarter and fiscal year end, and (iv) incomplete segregation of duties in certain types of transactions and processes.

Specifically,

4 unchanged sentences

December 31, 2021, which required a restatement of the previously issued financial statements for the year ended December 31, 2021 contained

in this Amended Report Form 10-K/A.

implemented 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

(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.

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

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.

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

4 unchanged sentences

more information, see “ Item 1A.

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 .”

Changes in Internal Control

Over Financial Reporting

as otherwise described herein, there was no change in our internal control over financial reporting identified in connection with

the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended December 31, 2021 that

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

as otherwise described herein, there was no change in our internal control over financial reporting identified in connection with the

evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended December 31, 2023 that

has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

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%.

The validity and application of the Woodford Loan Agreement Amendment is disputed by the Company.

requests from the Company, Woodford has repeatedly amongst other things:

failed to prove the amounts borrowed by the Company or claimed

to have been advanced by Woodford to the Company;

failed to indicate if it would accept accelerated payment of those verified amounts;

failed to provide an anti-money laundering acceptable account to which payment could be made by the Company and failed to explain failure

to respond to requests for other funding to be accepted in the context of the Woodford Loan Agreement;

failed to respond to requests

for funding under the accordion facility of the Woodford Loan Agreement;

and failed to respond to allegations of money laundering and

conspiracy to defraud the Company and others.

On July 26, 2023, the Company entered into a credit facility (the “UCIL

Credit Facility”), with United Capital Investments London Limited (“UCIL”) which is represented by a loan agreement

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

This loan agreement was amended and restated on August 8, 2023 and subsequently amended on August 18, 2023 (as so amended, the “UCIL

Loan Agreement”)., UCIL is 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, amongst other things, 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

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

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.

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 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.

2” 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, as reported on form 8-K filed with the SEC on February 22, 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.

Directors, Executive Officers and Corporate Governance.

and Executive Officers

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

of the Board and Chief Executive Officer

Robert Stubblefield

Chief Financial Officer

Gregory Potts

Chief Operating Officer

Matthew 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 DeMeta, 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.

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

Battles founded The League of Angels, a network of UHNW

international members investing in fast growth British ventures with a global impact and strong corporate values.

Battle is the former

co-owner of Jackpot Games, a Maltese online gaming venture that was then sold to a large German Media Group.

Additionally, Mr.

is the former senior advisor to the Rank Group PLC (LSE:

RNK), where he focused on the Grosvenor Casinos and Bingo (a UK-based chain

of 53 casinos located in major towns and cities across the UK and 76 bingo clubs located in Belgium, Spain, and the UK).

During his time

at Grosvenor Casinos and Bingo, Mr.

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.

Battles earned a Masters in Computing Science from the University of Aberdeen and was a Scottish Chartered

Accountant with Ernst & Young.

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.

Jordan is chairman of the Company’s audit committee.

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” (2016).

Hasan has recently completed filming for “ The Witcher ” (Season

2) on Netflix with Henry Cavil.

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

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.

Macal is the Managing Director at Prosperity Investment Management (“PIM”) and

the head of its PIM Motorsport Investment Division.

He brings more than 15 years of extensive experience in wealth management and strategic

financial planning to the Company.

Specializing in the financial needs of high-net-worth individuals and professional athletes, particularly

in the motorsports arena, his expertise will be invaluable as Lottery.com Inc.

continues to expand its global reach and product offerings

and develops its Sports.com brand.

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.

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 six directors.

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

of his successor or until his earlier death, resignation, or removal.

The authorized number of directors may be changed by resolution

of our Board.

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

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

Jordan, Tamer T.

Hassan and Warren Macal, 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 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 directors are Mr.

Gooding and Mr.

Macal, and their terms 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

continuing for the remainder of their respective terms.

At any meeting of stockholders at which directors are to be elected, the number

of directors elected may not exceed the greatest number of directors then in office in any class of directors.

The members of each class

will hold office until the annual meeting stated above when their term expires and until their successors are elected and qualified.

At each succeeding annual meeting of the stockholders, the successors to the class of directors whose term expires at that meeting will

be elected by plurality vote of all votes cast at such meeting to hold office for a term expiring at the annual meeting of stockholders

held in the third year following the year of their election and until their successors are elected and qualified.

Subject to the rights,

if any, of the holders of any series of preferred stock to elect additional directors under circumstances specified in a preferred stock

designation, directors may be elected by the stockholders only at an annual meeting of stockholders.

of our Board and Executive Officer

on information provided by each director concerning his background, employment, and affiliations, our Board has determined that the Board

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 officers.

In making these determinations, our Board considered the current

and prior relationships that each non-employee director has with our company and all other facts and circumstances our Board deemed relevant

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.

Certain Relationships and Related Party Transactions, and Director Independence.

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.

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.

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.

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

duties and responsibilities of the Audit Committee include:

duties and responsibilities delegated to it by the Board, including overseeing our financial reporting policies, our internal controls,

and our compliance with legal and regulatory requirements applicable to financial statements and accounting and financial reporting

directly responsible for the appointment, retention, replacement and oversight of our independent registered public accounting firm

and reviewing and evaluating its qualifications, performance and independence;

pre-approving

the audit and non-audit services and the payment of compensation to the independent registered public accounting firm;

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

by the SEC and prior to our entering into such transaction;

and discussing with management and the independent registered public accounting firm our guidelines and policies with respect to

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

registered public accounting firm and management our annual audited financial statements and our quarterly financial statements prior

to their inclusion in our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q or other publicly disseminated materials in accordance

with the applicable SEC rules and regulations.

members of our Compensation Committee are Messrs.

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.

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

throughout the year to review and discuss, among other items, our compensation philosophy, changes in compensation governance, and

compliance rules and best practices.

With respect to executive compensation, the Compensation Committee:

reviews and approves corporate goals and objectives relevant to the compensation of our CEO and other executive officers;

as a committee or together with the other independent directors (as directed by the Board), the performance of our CEO and other

executive officers in light of such corporate goals and objectives, as well as their individual achievements;

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

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.

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

and stockholders.

We may, to the extent they deem appropriate, retain a professional search firm and other advisors to identify potential

believe that our Board as a whole should encompass a range of talent, skill, and expertise enabling it to provide sound guidance with

respect to our operations and interests.

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

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

of Business Conduct and Ethics and Corporate Governance Guidelines

Governance Guidelines .

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.

The Corporate Governance Guidelines set forth the practices

regarding Board and committee composition, selection and performance evaluations;

Board meetings;

director qualifications and expectations,

including with respect to continuing education obligations;

and management succession planning, including for the CEO.

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.

The Code of Conduct

sets forth standards of ethical business conduct, including conflicts of interest, compliance with applicable laws, rules and regulations,

timely and truthful disclosure, protection and proper use of our assets and reporting mechanisms for illegal or unethical behavior.

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

satisfy its disclosure obligations, if any, with respect to any such waiver or amendment by posting such information on its website set

forth above rather than by filing a Current Report on Form 8-K.

Amendments to the Code of Conduct must be approved by our Board and will

be promptly disclosed (other than technical, administrative or non-substantive changes) on our website.

A copy of the Code of Conduct

will be provided free of charge by making a written request and mailing it to our corporate headquarters offices to the attention of

our Compliance Manager.

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.

on our review of copies of such reports and on written representations from our executive officers and directors, we believe that none

of our executive officers and directors complied with their Section 16(a) filing requirements during our fiscal year ended December 31,

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 2023.

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

plans, considerations, expectations and determinations regarding future compensation programs.

Actual compensation programs that we adopt

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

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

primary objectives of our executive compensation programs are to attract and retain talented executives to effectively manage and lead

Our NEOs for fiscal 2023 are:

McGahan CEO and former CEO Mark Gustavson

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

Compensation Table

following table provides summary information concerning compensation of our named executive officers for services rendered to us during

the years noted.

and Principal Position

Gustavson, Former CEO

DiMatteo, Former CEO

Quraeshi, Former CEO

Stubblefield, CFO

Moffley, Former CFO

Dickinson, Former CFO and President

Dhaliwahl Former Interim CFO

Clemenson, Former CRO

Amounts reflect the pro-rated portion of the NEO’s base salary earned

during the fiscal year presented based on time in the role.

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 ” below.

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 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.

We provide each named executive officer with

a base salary for the services that the executive officer performs for us.

This compensation component constitutes a stable element of

compensation while other compensation elements may be variable.

Base salaries are generally reviewed annually and may be increased based

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

at the discretion of the Compensation Committee.

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

were no pension or retirement benefits pursuant to any existing plan provided or contributed to by the Company or any of its subsidiaries.

In addition, there were no termination and change in control provisions in effect for our NEOs.

Equity Awards on December 31, 2023

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.

On 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).

Such plan is a continuation of the Non-Employee

Director Compensation program that was established and approved by the previous Board of Directors.

Total cash fees paid to our directors

under this program during fiscal 2023 were $60,000 USD.

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

Directors Fees Earned

Matthew McGahan (2)

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

Amounts accrued per director each include an $85,000 USD initial fee earned after 3 months of service, which is to be paid in stock.

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, compensation for Mr.

has been accrued for his service on the Board during fiscal 2022 and 2023 at

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

No stock was awarded to him pertaining

to his role as a non-employee director, stock was only granted in relation to his role as CEO of the Company.

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

Compensation for Mr.

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

Gooding was appointed to our Board on August 10, 2023 and compensation for his service has been accrued at

the rate of $6,000 per month.

Jordan was appointed to our Board on July 20, 2023 and compensation for his service has been accrued at the

rate of $6,000 per month.

Hassan was appointed to our Board on July 20, 2023 and compensation for his service has been accrued at the

rate of $6,000 per month.

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

Board on August 7, 2023.

Compensation for his service was accrued at $6,000 per month.

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

Discuss w Amar

the aggregate total accrued for our Board, of the “Fee Earned”,

only $60,000 of the accrual was

paid on December 18, 2023.

Committee Interlocks and Insider Participation

of the individuals who served as a member of the Compensation Committee during fiscal 2023 is, or has ever been, an officer or employee

of the Company or any of its subsidiaries or has or had any relationship with the Company requiring disclosure under Item 404 of Regulation

S-K under the Exchange Act.

In addition, during the last fiscal year, no executive officer of the Company served as a member of the board

of directors or the compensation committee of any other entity that has or has had one or more executive officers serving on our Board

or our Compensation Committee.

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 December 31, 2023, for:

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

of our directors or director nominees;

of our directors and executive officers as a group.

of December 31, 2023, there were 2,596,493 shares of our common stock outstanding.

Except as indicated by footnote and subject to community

property laws where applicable, to our knowledge, the persons named in the table below have sole voting and investment power with respect

to all shares of common stock shown as beneficially owned by them:

amounts and percentages of shares beneficially owned are reported based on SEC regulations governing the determination of beneficial

ownership of securities.

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.

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

beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has

no economic interest.

DIRECTORS, NAMED EXECUTIVE OFFICERS AND FIVE PERCENT (5%) 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

Matt Clemenson(2)

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 MC Holdings, LLC (“MC Holdings”).

Clemenson may be deemed to beneficially own the shares held by

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

Equity Compensation plans approved by security holders (1)

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

Company to grant non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock

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.

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

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”)

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

the nomination of our initial Board, neither the Initial Stockholders nor the AutoLotto Stockholders shall have ongoing nomination rights,

except that in the event that a vacancy is created on our Board at any time by the death, disability, resignation or removal of the Initial

Stockholders Director or any AutoLotto Director during their initial term, then (x) the AutoLotto Stockholders, with respect to a vacancy

created by the death, disability, resignation or removal of an AutoLotto Director, or (y) the Initial Stockholders, with respect to a

vacancy created by the death, disability, resignation or removal of an Initial Stockholders Director, will be entitled to designate an

individual to fill the vacancy.

In addition, the Investor Rights Agreement provides that we will register for resale under the Securities

Act, certain shares of Common Stock and other equity securities that are held by the parties thereto from time to time as well as other

customary registration rights for the parties thereto.

The Investor Rights Agreement was terminated in connection with the Woodford Loan

Independence and Independence Determinations

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”).

Under Nasdaq Rule 5605(a)(2),

a director is not independent unless the Board affirmatively determines that they do not have a direct or indirect relationship which,

in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director

of the Company.

Directors who serve on the Audit Committee and Compensation Committee are subject to the additional independence requirements

under applicable SEC rules and Nasdaq Rules.

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

facts and circumstances in addition to the requirements of Nasdaq Rule 5605(a)(2).

Board undertook its annual review of director independence.

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

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,

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)

Audit-Related Fees (2)

All Other Fees (3)

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

of the annual financial statements, 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.

In particular, Yusufali audited the ending Balance Sheet for 2020, audited the amended financial statements for the

year ended December 31, 2021 and audited the financial statements for the year ended December 31, 2022 and December 31, 2023.

No additional

services were required or provided for 2023.

(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 that are not reported under heading (1) above.

These services may include due diligence related to

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

In particular, Yusufali reviewed

the amended financial statements for March 31, 2022, reviewed the financial statements for June 30 and September 20, 2022, and

reviewed the financial statements for March 31, 2023, June 30, 2023, and September 30, 2023.

Other Fees represent fees billed for all other services.

Committee Pre-Approval Procedures for Independent Registered Public Accounting Firm

Audit Committee has sole authority to engage and determine the compensation of our independent registered public accounting firm.

Audit Committee also is directly responsible for evaluating the independent registered public accounting firm, reviewing and evaluating

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 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.

in Independent Registered Public Accounting Firm

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

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.

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

is unable to rely on the representations of management.

Company provided Armanino with a copy of the foregoing disclosures and requested that Armanino 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 Armanino’s letter,

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

Exhibits, Financial Statement Schedules.

Financial Statements

consolidated financial statements listed in the accompanying Index to Consolidated Financial Statements are filed as part of this Amended

consolidated financial statements listed in the accompanying Index to Consolidated Financial Statements are filed as part of this Amended Report.

exhibits listed below are filed as part of this Amended Report or incorporated herein by reference to the location indicated.

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Warrant Agreement, dated as of May 29, 2018, between TDAC and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K, filed by Lottery.com with the SEC on June 4, 2018).

Description of Capital Stock.

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.

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(incorporated by reference to Exhibit 10.4 of the Current Report on Form 8-K filed by Lottery.com with the SEC on November 4, 2021).

Amendment to Employment Agreement, dated March 23, 2022, by and between Matthew Clemenson and Lottery.com.

Amendment to Employment Agreement, dated March 23, 2022, by and between Matthew Clemenson and Lottery.com (incorporated by reference to Exhibit 10.9 of the Annual Report on Form 10-K filed by Lottery.com with the SEC on April 1, 2022).

Employment Agreement, dated as of February 21, 2021, by and between Ryan Dickinson and AutoLotto, Inc.

(incorporated by reference to Exhibit 10.5 of the Current Report on Form 8-K filed by Lottery.com with the SEC on November 4, 2021).

Amendment to Employment Agreement, dated March 23, 2022, by and between Ryan Dickinson and Lottery.com.

Amendment to Employment Agreement, dated March 23, 2022, by and between Ryan Dickinson and Lottery.com (incorporated by reference to Exhibit 10.11 of the Annual Report on Form 10-K filed by Lottery.com with the SEC on April 1, 2022).

Employment Agreement, dated as of March 19, 2021, by and between Kathryn Lever and AutoLotto, Inc.

(incorporated by reference to Exhibit 10.12 of the Annual Report on Form 10-K filed by Lottery.com with the SEC on April 1, 2022).

Amendment to Employment Agreement, dated as of March 28, 2022, by and between Kathryn Lever and Lottery.com Inc.

(incorporated by reference to Exhibit 10.13 of the Annual Report on Form 10-K filed by Lottery.com with the SEC on April 1, 2022).

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.6 of the Current Report on Form 8-K filed by Lottery.com with the SEC on November 4, 2021).

5 unchanged sentences

333- 257734), filed by Lottery.com with the SEC on October 5, 2021).

Form of Option Award Agreement under the Lottery.com 2021 Incentive Plan.

Form of Restricted Stock Award Agreement under the Lottery.com 2021 Incentive Plan.

Form of Director Restricted Stock Award Agreement under the Lottery.com 2021 Incentive Plan

Form of Option Award Agreement under the Lottery.com 2021 Incentive Plan (incorporated by reference to Exhibit 10.18 of the Annual Report on Form 10-K filed by Lottery.com with the SEC on April 1, 2022).

Form of Restricted Stock Award Agreement under the Lottery.com 2021 Incentive Plan (incorporated by reference to Exhibit 10.19 of the Annual Report on Form 10-K filed by Lottery.com with the SEC on April 1, 2022).

Form of Director Restricted Stock Award Agreement under the Lottery.com 2021 Incentive Plan (incorporated by reference to Exhibit 10.20 of the Annual Report on Form 10-K filed by Lottery.com with the SEC on April 1, 2022).

Resignation and Release Agreement, dated July 22, 2022, by and between Lottery.com and Lawrence Anthony DiMatteo III (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by Lottery.com with the SEC on July 22, 2022).

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Master Affiliate Agreement, dated as of October 2, 2021 (incorporated by reference to Exhibit 10.4 of the Quarterly Report on Form 10-Q filed by Lottery.com with the SEC on May 16, 2022).

Loan Agreement (Deed), dated December 7, 2022, between Lottery.com and Woodford Eurasia Assets Ltd, as lender.

Loan Agreement Deed, Debenture Deed and Securitization, dated December 7, 2022, between Lottery.com and Woodford Eurasia Assets Ltd, as security holder.

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.

Loan Agreement (Deed), dated December 7, 2022, between Lottery.com and Woodford Eurasia Assets Ltd, as lender (incorporated by reference to Exhibit 10.24 of the Annual Report on Form 10-K/A filed by Lottery.com with the SEC on May 10, 2023).

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.

and The Provident Bank (incorporated by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q filed by Lottery.com with the SEC on May 22, 2023).

$30,000,000 Promissory Note dated January 4, 2022, between AutoLotto, Inc.

and The Provident Bank (incorporated by reference to Exhibit 10.2 of the Quarterly Report on Form 10-Q filed by Lottery.com with the SEC on May 22, 2023).

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

Lottery.com Inc.

2023 Employees’, Directors’ and Consultant’s Stock Issuance and

Nook Holdings Share Purchase Agreement

Amendment 1 to Nook Holdings Share Purchase Agreement

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

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XBRL Taxonomy Extension Presentation Linkbase Document.

XBRL for the cover page of this Annual Report on Form 10-K, included in the Exhibit 101 Inline XBRL Document Set.

Filed with the Original Report.

XBRL for the cover page of this Amended Report on Form 10-K/A, included in the Exhibit 101 Inline XBRL Document Set.

schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

2 unchanged sentences

Securities and Exchange Commission.

Certain portions of this exhibit have been omitted pursuant to Regulation

S-K Item 601(b)(10)(iv).

The Registrant agrees to furnish an unredacted copy of the exhibit to the SEC upon its request.

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).

The Registrant agrees to furnish an unredacted

copy of the exhibit to the SEC upon its request.

management contract or compensatory plan or arrangement.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this

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

Mark Gustavson

Form 10-K/A Summary

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Amended Report

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

Matthew McGahan

Executive Officer

Executive Officer and Principal Financial/Accounting Officer)

POWER OF ATTORNEY

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 Amended 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.

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

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

Mark Gustavson

Chief Executive Officer

Mark Gustavson

(Principal Executive Officer and Principal Financial/Accounting

Chairman of the Board

Executive Officer)

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

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

Matthew McGahan

Executive Officer

Matthew McGahan

Executive Officer)

Matthew McGahan

Barney Battles

Nick Kounoupias

Christopher Gooding

/s/ Warren Macal

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/A

Item 9A. Controls and Procedures