What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-07-10 compared with 2025-04-21 · 621 added, 521 removed, 246 unchanged (82% of the section changed)

and Recent Developments

Matters and Corporate Reset

were originally formed as Trident Acquisition Corp., a Delaware corporation on March 17, 2016, for the purpose of effecting a merger,

5 unchanged sentences

“Trident Acquisitions Corp.” to “Lottery.com Inc.” and the business of AutoLotto became our business.

the context requires otherwise, references to the “Company,” “we,” “us,” “our,” “Lottery.com”

and “Lottery.com Inc.” refer to Lottery.com Inc.

27, 2026, the Company changed its name to Sports Entertainment Gaming Global Corporation (“SEGG Media.”).

Unless the context

requires otherwise, references to the “Company,” “we,” “us,” “our,” “Lottery.com”,

“Lottery.com Inc.,” “SEGG,” and “SEGG Media” refer to Sports Entertainment Gaming Global Corporation

and its consolidated subsidiaries.

On July 28, 2022, the Board determined that the Company did not have sufficient

financial resources to fund its operations in the United States or pay certain existing obligations of the U.S.

public company, including

its payroll and related obligations.

The following day, on July 29,

2022, the Company effectively ceased U.S.

operations (the “2022 Operational Cessation”), furloughed the majority of its U.S.

employees and suspended its U.S.

lottery game sales meaning the U.S.

company would be devoid of future revenues until operations resumed

(subsidiary operations of Aganar and JuegaLotto and Tinbu LLC in the U.S.

were unaffected and continued operations, including lottery

sales outside the U.S.

and generation of revenue).

As a result of the 2022 Operational Cessation, certain of the Company’s U.S.

employees were retained at the discretion of the Company’s then Chief Operating Officer and Chief Legal Officer of the Company

in order to provide the minimal business functions essential to the Company’s ongoing legal and compliance requirements as well

as to secure necessary funding to resume operations.

Less than twenty percent of these non-furloughed employees remained active in the

efforts to restore Company’s U.S.

operations and as of December 31, 2024, approximately $3.94 million in outstanding payroll and

$64 thousand in outstanding unpaid director compensation obligations remain unpaid.

Since the 2022 Operational Cessation,

the Company has had minimal day-to-day operations in the United States and has primarily focused on restarting certain of its core businesses

(as described in more detail under “ Plans for Recommencement of Company Operations ” below), and on completing and

filing its quarterly and annual reports with the SEC.

(“SportLocker.com”)

As reported on form 8-K filed with the

SEC on August 20, 2024, on August 14, 2024, the Company finalized an agreement for the acquisition

of S&MI, Ltd.

with its shareholders (the ““Share Purchase and Sale Agreement”), wherein the Purchase

Price is the total equivalent One Million Dollars USD ($1,000,000.00) in restricted stock units

of common shares in the Company.

(the “Payment-In-Kind”) fixed at Three Dollars USD ($3.00) per share (the “Fixed Price”).

Purchase Price is to be paid out over five payments on the following schedule :

first payment of $150,000 in restricted common stock (50,000

shares) of the Company is due and payable on September 1, 2024 (the “Completion Date” and the “First Issuance Date”.).

The remaining payments in restricted common stock to the shareholders of S&MI Ltd.

by the Company will be made as follows:

payment of $212,500 (70,833 shares) due on or before the 31 st day following ninety days after the Completion Date (the Second

Issuance Date”);

(ii) a third payment, of $212,500 (70,833 shares) due on or before the 31 st day following ninety days

after the Second Issuance Date (the Third Issuance Date”);

(iii) a fourth payment of $212,500 (70,833 shares) due on or before

the 31 st day following ninety days after the Third Issuance Date (the “Fourth Issuance Date”);;

and (vi) a final

and fifth payment of $212,500 (70,834 shares) due on or before the 31 st day following ninety days after the Fourth Issuance

In the event that the closing price of the restricted stock units of

common shares of the Company to be issued to the shareholders of S&MI, Ltd.

is lower than the Fixed Purchase Price on the six

(6) month anniversary of any issuance date of said shares (collectively the “Anniversary Issuance Price”), then the

Fixed Purchase Price shall be adjusted downward to the volume-weighted average price (“VWAP”) of the common stock for

the five (5) consecutive trading days immediately preceding the six (6) month anniversary date of said issuance date.

the Company shall be obligated to tender to the shareholders of S&MI, Ltd.

Additional restricted stock units of common shares of

the Company to make up the difference between the Fixed Purchase Price and the Anniversary Issuance Price.

7, 2024, Sports.com, a wholly owned subsidiary of the Company, announced by press release that it has launched the “Sports.com App”.

The App (which is available for download for free from all major app stores) connects sports content with audiences worldwide.

a diverse community of sports enthusiasts across various genres, demographics, and countries, Sports.com plans to eliminate multiple cultural

barriers and foster a global sports community.

28, 2024, Sports.com announced by press release that it has obtained the rights to live stream the March 31, 2024 heavyweight title fight

between Frazier Clarke and Fabio Wardley.

The live stream was available to view for free for millions of sports fans in Africa, via the

Sports.com website.

streaming event is the result of a partnership between Sports.com, BOXXER, the fast-growing UK boxing promotional company, and Sky Sports

in the UK and Ireland.

Sports.com had entered into an agreement with BOXXER to provide live coverage through the Sports.com platform in

Africa, via local telecom partners such as Vodacom, which will provide free access to millions of viewers.

partnership underscores Sports.com’s commitment to bringing inclusivity, innovation, and entertainment to sports.

To view the live

streaming event on Sports.com, African-based sports fans were able to sign up via local mobile operators to watch the fight on the Sports.com

Sports.com’s strategic intent is to provide more such content to sports fans in underserved markets including those in

the Middle East and Africa.

On August 14, 2024, Sports.com successfully completed its integration with Bango’s Digital Vending Machine ®

allowing for seamless distribution of its sports content platform to millions of potential new users globally.

The partnership targets

the launch of Sports.com in 40 markets, focusing primarily on North America and Europe, with additional expansions into 5-6 markets across

Latin America and the Asia Pacific region.

The priority markets identified include the US, UK, Ireland, Chile, and Mexico, where

the Company expects to see substantial engagement from sports fans.

Resignation of a Member

of the Board of Directors

June 17, 2024, Mark Bernard (“Barney”) Battles, a member of the board of directors of the Company notified it of his

intent to resign from the Board, effective close of business on June 30, 2024, and not stand for re-election to the Board at the

annual meeting of stockholders to be held this year (the “2024 Annual Meeting”).

Battles indicated that his decision

to resign and not stand for re-election at the 2024 Annual Meeting was due to his decision to take early retirement and was not the

result of any disagreement with the Company on any matter, or relating to its operations, policies, or practices.

resignation from the Board became effective at the close of business on June 30, 2024.

Battles was originally appointed to

the Board following the successful completion of background checks on November 4, 2022, as reported in an 8-K filed with the

Securities and Exchange Commission on November 10, 2022.

Appointment of New Member

of the Board of Directors

29, 2024, the Board of Directors of the Company approved the addition of Mr.

Warren Macal as a member of the Company’s Board of

Macal’s nomination follows the December 2023 $18 million investment commitment from Prosperity Investment Management

subject to due diligence.

Change of Registered Public

Accounting Firm

As reported on form 8-K on December

16, 2024, as a result of the resignation of Yusufali & Associates, LLC as its independent registered public accounting firm on November

15, 2024, on December 10, 2024, the Audit Committee of the Board of Directors of the Company approved the engagement of Boladale Lawal

& Company (“Boladale”) as the Company’s new independent registered public accounting firm, effective immediately,

for the review of the Company’s Form 10-Q for the period ended September 30, 2024 and the year-end audit of the Company’s

results for the period ended December 31, 2024.

The Company’s shareholders ratified the appointment of Boladale at its 2024 Annual Meeting of Stockholder’s

held on February 20, 2025.

During the fiscal years ended

December 31, 2022 and December 31, 2023, and through September 30, 2024, neither the Company, nor anyone on its behalf, consulted with

Boladale regarding:

(i) either the application of accounting principles to a specific transaction, either completed or proposed, or the

type of audit opinion that might be rendered on the Company’s financial statements, or (ii) any matter that was the subject of a

“disagreement” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable

event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

S-1 Registration of Common

On October 16, 2024, the

SEC declared effective the Company’s S-1, as amended and as filed on October 10, 2024 (the “S-1/A”).

Under the terms and conditions of the

S-1/A, the Company may from time to time offer and sell up to 50,000,000 shares of common stock, par value $0.001 per share

(“common stock”).

This prospectus also relates to the offer and resale from time to time by the selling shareholders

named herein (the “Selling Shareholders”), or their permitted transferees of shares of common stock, consisting of (i)

396,789 shares of common stock issuable upon conversion of certain outstanding convertible notes which were issued pursuant to

private placements conducted in 2023 and 2024, (ii) 463,937 shares of common stock issuable upon exercise of the Private Placement

and (b) 5,410,128 held by certain officers, directors, employees and consultants of the Company.

The Offering will

commence promptly on the date upon which this prospectus is declared effective by the SEC and will continue for 18 months.

discretion of our board of directors, we may discontinue the offering before expiration of the 18-month period.

of the 50,000,000 shares is a “best efforts” offering, which means that the Company’s officers and directors will use

their best efforts to sell the common stock and there is no commitment by any person to purchase any shares.

There is no minimum purchase

The shares will be offered at a fixed price of $3.00 per share for the duration of the offering.

Proceeds from the sale of

the shares will be used to implement the Company’s plan of operation.

Any funds that we raise from this offering will be immediately

available for the Company’s use and will not be returned to investors.

will receive proceeds from the issuance and sale of its primary offering of common stock.

The Company will not receive any proceeds from

the sale of shares of common stock or warrants by the Selling Shareholders pursuant to this prospectus, except with respect to amounts

received upon exercise of the warrants to the extent such warrants may be exercised.

16, 2025, the Company filed a post-effective amendment to the S-1, wherein the only change was a change in the fixed price per share to

$1.00 (the “POS AM No.

On February 10, 2025, the Company withdrew its POS AM No.

1, noting that the withdrawal of POS AM No.

1 did not withdraw

the original Form S-1 registration with an offering price of $3.00/share, which was made effective by the SEC on October 16, 2024.

Generating Alpha Ltd.

As reported on

form 8-K on November 29, 2024, on November 21, 2024, a fully executed Stock Purchase Agreement (the “Agreement”) was

entered into by and between the Company and Generating Alpha Ltd., a St.

Kitts and Nevis company, (the “Investor”).

Company has undertaken a comprehensive transformation to address historical operational, financial, and governance challenges (collectively,

“Legacy Matters”) that primarily arose prior to mid-2022.

These Legacy Matters materially impacted the Company’s business

operations, financial condition, and capital structure.

Since that time, management and the Board have executed a disciplined corporate

reset designed to stabilize the business, strengthen governance, and reposition the Company for sustainable, revenue-driven growth.

Actions to Address Historical Disruption

2022, the Company experienced a significant disruption to its legacy operations, including the cessation of certain core business activities.

This disruption resulted in a meaningful contraction in revenue and necessitated immediate action to preserve liquidity and stabilize

the enterprise.

responded by implementing cost containment measures, rationalizing operations, and prioritizing capital allocation toward critical restructuring

and compliance initiatives.

These actions, while necessary, fundamentally reshaped the Company and created a clear inflection point from

which the current strategy has emerged.

Revenue Model Concentration

Historically,

the Company’s revenue model was substantially concentrated in lottery ticket sales and related transactional services.

lottery platform was designed to enable users to remotely purchase legally authorized lottery games through licensed partners, while

providing data analytics, affiliate marketing solutions and promotional tools to commercial clients.

This single-line revenue dependence

limited diversification and exposed the business to regulatory, operational, and market-specific risks inherent to the lottery ecosystem.

The disruption to these operations in 2022 underscored the limitations of this model and highlighted the need for a more diversified

and resilient revenue base.

As part of the corporate reset, the Company expanded beyond lottery facilitation into broader sports and

entertainment verticals, combining content creation, digital publishing, domain-based audience acquisition and interactive gaming technologies.

This evolution reflects our strategy to leverage established brands, premium digital assets and media platforms to drive diversified

revenue streams.

Strengthening

Financial Reporting and Internal Controls

Company identified material weaknesses in its internal control over financial reporting during this period, including limitations in

technical accounting resources, deficiencies in review and oversight processes, delays in financial reporting, and insufficient segregation

that time, the Company has taken targeted actions to enhance its control environment, including upgrading finance and accounting

capabilities, implementing more robust review procedures, utilizing outside accounting and reporting resources, and improving

financial reporting processes.

These efforts are part of an ongoing remediation plan designed to align the Company’s internal

controls with the expectations of a Nasdaq-listed public company and support reliable, timely financial reporting.

Reset and Leadership Alignment

key component of the corporate reset has been the realignment of leadership and governance.

The Company has refreshed its executive team

and Board composition to enhance oversight, improve accountability, and bring in experience aligned with the Company’s evolving

strategic focus.

governance reset reflects a deliberate shift toward execution-oriented leadership with experience in capital markets, operational restructuring,

and strategic transactions.

The current leadership team is focused on disciplined decision-making, capital efficiency, and delivering

measurable results.

and Management of Legacy Legal and Regulatory Matters

Company has addressed, and continues to manage, certain legal and regulatory matters arising from historical activities.

These matters

have required the allocation of financial and management resources;

however, the Company has taken proactive steps to cooperate with

regulatory authorities and implement enhanced compliance and oversight practices.

believes these actions have materially strengthened the Company’s risk management framework and reduced exposure to similar issues

going forward.

Additional information is provided in “Item 3.

Legal Proceedings” and in the notes to the consolidated financial

the Capital Base and Liquidity Profile

Legacy Matters had a significant impact on the Company’s liquidity and capital structure, necessitating a shift toward external

financing to support operations and restructuring efforts.

The Company has executed financing transactions involving both equity and

debt securities to fund its transformation.

These actions have been critical to stabilizing the business and positioning

the Company to pursue growth opportunities.

Management remains focused on optimizing the capital structure and deploying capital in a

manner that is expected to generate attractive risk-adjusted returns.

Repositioning Toward Scalable, Revenue-Generating Platforms

part of its corporate reset, the Company has repositioned its strategy toward building a diversified platform at the intersection of

sports, entertainment, and gaming, with a clear emphasis on revenue generation and scalability.

elements of this repositioning include:

acquisitions and partnerships with existing revenue streams and growth potential;

digital media, content, and audience monetization capabilities;

owned and controlled brands and platforms to drive engagement and commercial opportunities;

international expansion opportunities in targeted markets.

strategy reflects a deliberate move away from early stage ,

capital-intensive or speculative initiatives toward initiatives with clearer pathways to monetization and value creation.

Disciplined, Execution-Focused Operating Model

Company has adopted a disciplined operating framework centered on capital allocation, execution, and accountability.

Management prioritizes

initiatives that are either supported by existing capital or expected to contribute meaningfully to near- or medium-term financial performance.

approach is designed to balance growth with financial prudence and to ensure that the Company’s resources are deployed efficiently

to maximize stockholder value.

Position and Path Forward

actions taken to address Legacy Matters have established a foundation for the Company’s next phase of growth.

effects of these matters continue to influence the Company’s financial condition, the business has transitioned from

stabilization to a strategic growth phase focused on execution.

is focused on:

revenue-generating operations;

and optimizing strategic acquisitions;

Strengthening

the balance sheet;

a robust control and compliance environment.

Company believes that the combination of a refreshed leadership team, improved governance, and a clear strategic focus positions it to

capitalize on opportunities within its target markets and deliver long-term value to stockholders.

and Recent Developments

SEGG Media is a global sports, entertainment and gaming company operating at the intersection of digital content,

fan engagement and regulated gaming.

Originally founded in 2016 as a technology platform focused on facilitating lawful lottery participation

and data services, the Company has evolved into a diversified media and interactive entertainment enterprise.

Through strategic restructuring

and expansion, SEGG Media is building an integrated ecosystem designed to connect fans to the games, events and experiences they care

about in compliant, technology-enabled environments.

SEGG Media’s growth

strategy includes acquiring and scaling revenue-generating assets in sports media, digital publishing, esports, fan communities and gaming

The Company has pursued majority and supermajority ownership positions in strategic targets to consolidate operations, expand

global reach and create cross-platform monetization opportunities.

Our portfolio approach is designed to integrate media distribution,

sponsorship, advertising, data, subscription, licensing and regulated gaming revenue models under a unified brand architecture.

We operate with a focus

on regulatory compliance, corporate governance and scalable infrastructure appropriate for a publicly traded company.

Our operations

are subject to applicable federal, state and international laws governing gaming, promotional activities, advertising, data privacy

and securities regulation.

We are committed to maintaining transparent reporting practices, strong internal controls and aligning

management incentives with long-term shareholder value creation.

SEGG Media’s mission

is to build a globally recognized sports, entertainment and gaming platform that combines immersive content, innovative technology and

responsible engagement.

By leveraging strategic acquisitions, premium digital properties and experienced leadership, we seek to deliver

sustainable growth, expand international market presence and create long-term value for our shareholders.

Company owns and operates three premium domain brands:

Sports.com, Concerts.com, and Lottery.com representing the Company’s three

operating focuses:

Sports, Entertainment, and Gaming.

is a next-generation global sports streaming and content platform designed to meet the evolving demands of digital audiences.

Focused on delivering premium short-form video, curated articles, access to predictive markets and live event coverage,

the platform combines mobile-first accessibility, AI-driven personalization, and community engagement to create a unified experience

for fans worldwide.

business launched with a sponsor-supported freemium model.

Initial target markets include the United States, Latin America (LATAM), India, and the Gulf Cooperation

Council (GCC) regions with fast-growing streaming adoption and underserved sports segments.

The platform will also build strategic

partnerships with regional sports leagues, influencers, and brands to accelerate content acquisition and market

Additionally,

the Company will develop, produce and distribute compelling sports-focused films, docuseries, and premium digital content.

of the business will serve as the cornerstone of the Company’s global expansion into entertainment media and immersive storytelling.

in development, Sports.com Predict will introduce prediction functionality directly into the Sports.com ecosystem, creating a high-margin,

recurring revenue stream for SEGG Media.

By embedding prediction markets at the heart of Sports.com, the Company expects to convert fan

engagement into transactional activity, unlocking a scalable growth engine as the global prediction markets sector expands.

Company has three wholly-owned subsidiaries to support the operations of the Sports-related activities:

Sports.com Media Group Ltd, Sports.com Studios Ltd., and Sports Predicts Ltd.

Entertainment

Company is pursuing multiple revenue models in the entertainment vertical.

Through TicketStub.com, the Company has a platform which allows

it to generate revenue via direct-to-consumer ticket sales and through affiliate commissions with both first and second tier ticketing

Concerts.com will focus on delivering free and subscription-based content related to the music industry.

Features will include

live and recorded concert streaming, music instruction, a licensed and fan-produced merchandise marketplace, and entertainment news.

Company’s majority owned subsidiary, DotCom Ventures, Inc., operates two brands to support the operations of entertainment related

TicketStub.com and Concerts.com.

Company has an independent third-party lottery game service.

It offers multiple gaming platforms to enable the remote purchase of legally

sanctioned lottery and sweepstakes games in the U.S.

and abroad (the “Platforms”).

The Company’s revenue generating

activities are focused on (i) offering the Platforms via apps and websites to users located in the U.S.

and international jurisdictions

where the sale of lottery and sweepstakes games is legal and our services are enabled for the remote purchase of legally sanctioned games

(our “B2C Platform ” );

(ii) delivering global lottery data, such as winning numbers and results, and sports data, such

as scores and statistics, to commercial digital subscribers and providing access to other proprietary, anonymized transaction data pursuant

to multi-year contracts (“Data Service”);

and (iii) transitioning Lottery.com into a high-authority, content-rich website

that provides comprehensive information about lotteries, including results, analysis, comparisons, tools, and regulatory context and

driving revenue through a Cost-per-Acquisition (CPA) or Revenue-Share model with third-party partners.

a provider of lottery products and services, the Company is required to comply with, and its business is subject to, regulation in each

jurisdiction in which the Company offers the B2C Platform.

In addition, it must also comply with the requirements of federal and other

domestic and foreign regulatory bodies and governmental authorities in jurisdictions in which the Company operates or with authority

over its business.

The Company’s business is additionally subject to multiple other domestic and international laws, including

those relating to the transmission of information, privacy, security, data retention, and other consumer focused laws, and, as such,

may be impacted by changes in the interpretation of such laws.

of New Member of the Board of Directors

May 13, 2025, the Board of Directors of the Company approved the addition of Mr.

Marc Bircham as a member of the Company’s Board

of Directors (“Board”).

Bircham was appointed as a Class II director with a term expiring at the Company’s 2027

annual meeting of stockholders or until his successor is duly elected and qualified.

He was elected as Chairman of the Board on November

February 25, 2026, the Board appointed Robert Stubblefield and Daniel Bailey to serve as members of the Board.

Stubblefield was appointed

as a Class II director with a term expiring at the Company’s 2027 annual meeting of stockholders or until his successor is duly

elected and qualified.

Bailey was appointed as a Class III director with a term expiring at the Company’s 2028 annual meeting

of stockholders or until his successor is duly elected and qualified.

Acquisition- PlusEVO Ltd.

and Spektrum Ltd.

March 6, 2025, the Company entered into a Stock Purchase and Sale Agreement to acquire certain assets from PlusEVO Ltd.

create a new entity, Spektrum Ltd, which will become a provider of technology supporting international lottery and gaming

purchase price for the acquisition was $1.5 million, payable in 50,000 shares of the Company’s restricted common stock at a fixed

price of $30.00 per share.

The shares are to be issued in five installments over a 30-month period following closing, subject to specified

vesting and restriction terms.

The agreement includes a price protection feature under which additional shares may be issued if the Company’s

stock price is below the fixed price at certain measurement dates.

asset acquisition is intended to support the Company’s international expansion strategy by providing ownership of a technology

platform that can be leveraged to scale operations, enhance product offerings, and support entry into new regulated

Acquisition-DotCom Ventures Inc.

Company completed the acquisition of 51% of DotCom Ventures Inc [“DVI”] from Concerts Inc.

through a signed Share

Purchase Agreement (SPA) executed on July 25, 2025.

Valuation for DVI is $10 million.

At closing, the Company made an in-kind

payment of $5.1 million of common stock for 51,000 shares of DVI.

The Agreement contains a Call Option, which provides the Company

with the right to purchase up to the entire share capital of DVI as follows:

(i) Ten Thousand (10,000) shares for One Million

Dollars ($1,000,000.00) cash by not later than December 31, 2025;

(ii) Fifteen Thousand (15,000) shares for One Million Five Hundred

Thousand Dollars ($1,500,000.00) cash by not later than May 31, 2026;

(iii) Five Thousand (5,000) shares for Five Hundred Thousand

Dollars ($500,000.00) cash by not later than December 31, 2025;

and (iv) Twenty Thousand (20,000) shares for Two Million Dollars

($2,000,000.00) in either shares or cash by not later than December 31, 2025 (the “Final Payment”).

Unless extended by

the parties in writing, portions of the Call Option will be revoked automatically upon the expiration of the funding deadlines set

forth above without full payment of the corresponding funding obligation to DVI.

assets acquired include the domain names Concerts.com and Ticketstub.com along with social media accounts and trademarks associated

with each and have been recorded as Intangible Assets in the Domain Name category.

Amortization began during the third quarter of

There are encumbrances against the domain names and all associated and ancillary assets for Secured Promissory Notes totaling

$1,500,000 that were set to mature in December of 2025 but were subsequently modified .

The Company must pay the Secured Notes to remove the encumbrances.

Subsequent to the execution date of the SPA, the Company and

certain Secured Notes holders amended the Secured Notes, extending the maturity dates.

From the time of acquisition to the end of 2025 there was no substantive process where a set of inputs could be converted

into a set of outputs and there was no workforce consisting of employees or organized contractors in place for converting acquired inputs

into outputs.

As a result, for the year ended December 31, 2025, the Company has accounted for this transaction as an acquisition of the

intangible assets described above.

The Company expects this transaction to change to controlling interest in the first quarter of 2026

when a workforce and substantive process will be in place.

Purchase Agreement with Galaxy Racer Holdings Limited

July 30, 2025, the Company entered into an Asset Purchase Agreement (the “Agreement”) with Galaxy Racer Holdings Limited, a British Virgin Islands entity

to the Agreement, the Company agreed to acquire substantially all of the assets of GXR (the “Assets”), including the GXR

platform and mobile application, underlying technology stack, user base, and associated licenses, for an aggregate purchase price of

$10.0 million (the “Purchase Price”).

The Purchase Price was structured to be satisfied through a combination of equity consideration

in the form of restricted stock units and the transfer of a minority ownership interest in a newly formed subsidiary that would hold

the acquired Assets.

December 20, 2025, following a review of the Company’s strategic priorities, capital allocation framework, and evolving market

conditions, the Company’s Board of Directors approved a decision to exit the Agreement.

As a result, the Company did not complete

the acquisition of the GXR Assets.

No assets or results of operations related to GXR are included in the Company’s December 31, 2025 financial

Markets Activity

2025, the Company accessed the capital markets through the filing of registration statements on Forms S-1 and S-3, providing flexibility

to raise capital and facilitate liquidity for existing investors.

On April 11, 2025, the

Company filed a Form S-1 registration statement to registering a number of shares in connection with a Stock Purchase Agreement

executed by the company on November 21, 2024, (the “Agreement”) with Generating Alpha Ltd., a St.

Kitts and Nevis

company, (the “Investor”).

The Investor has agreed to purchase from the Company up to One Hundred Million Dollars

($100,000,000) (the “Commitment Amount”) of the Company’s fully registered, freely tradable common stock (the

“Common Stock”) under certain terms and conditions.

Pursuant to the terms of the Agreement the Company can request a

“Put” on the purchase of its stock and the Investor has agreed to purchase the Company’s shares at ninety (90%)

percent of the “Market Price.” Market Price shall be defined as the average VWAP of the common stock twenty (20) trading

days immediately preceding the Put (“Maximum Put Amount”).

The dollar amount of Common Stock sold to the Investor in

each Put may not be less than $20,000 and the maximum amount will equal 100% of the Average Daily Trading Volume.

The Maximum Put

Amount may be increased upon mutual written consent of the Company and the Investor.

Puts are further limited to Investor owning no

more than 4.99% of the Common Stock at any given time.

The prospectus also

relates to the offer and resale from time to time by the selling shareholders named therein (the “Selling Shareholders”),

or their permitted transferees of shares of common stock, consisting of (i) 2,810,897 shares of common stock (ii) 458,370 shares of

common stock issuable upon exercise of outstanding warrants (iii) shares of common stock related to conversion of 1,906,693

prefunded common stock warrants (together the “Commitment Fee Warrant Shares”) and (iv) 512,662 issued to the Investor

as a commitment fee (the “Commitment Fee Shares) upon the execution of a stock purchase agreement dated November 13, 2024 (the

“Stock Purchase Agreement”).

The Company registered the

resale of up to 25,688,622 shares of common stock, comprised of (i) 20,000,000 Stock Purchase Agreement Shares (as defined in the Form

S-1)), (ii) 2,810,897 shares of common stock, (iii) 458,370 shares of common stock issuable upon exercise of outstanding warrants and

(iii) 1,906,693 prefunded warrants (together the “Commitment Fee Warrant Shares”) and (iv) 512,662 shares of common stock

issued to the Investor as a commitment fee (the “Commitment Fee Shares”) upon the execution of a stock purchase agreement

dated November 13, 2024 (the “Stock Purchase Agreement”).

November 13, 2025, the Company initially filed a registration statement on Form S-3, as subsequently amended (the “Form S-3”),

with the SEC.

The Form S-3 was declared effective by the SEC on November 26, 2025.

Form S-3 provides for a combined shelf registration and secondary resale offering, including:

a primary shelf offering of up to $300,000,000

of the Company’s securities, which may include common stock, preferred stock, debt securities, warrants, rights, or units;

a secondary offering of up to 1,068,241 shares of common stock for resale by certain selling stockholders.

securities registered under the Form S-3 may be offered from time to time in one or more transactions at fixed prices, prevailing market

prices, or negotiated prices pursuant to Rule 415 under the Securities Act.

The Company may receive proceeds from any securities it issues

under the primary offering.

The Company does not receive proceeds from the resale of shares by selling stockholders, except to the extent

of any proceeds received upon the exercise of warrants which were not prefunded.

Purchase Agreement with Evergreen Capital Management, LLC

December 2, 2025, the Company entered into a Securities Purchase Agreement with Evergreen Capital Management, LLC (“Evergreen”),

pursuant to which the Company issued a senior secured convertible promissory note with an aggregate principal amount of $2.875 million.

The note included an original issue discount of $0.375 million, resulting in net proceeds of $2.5 million to the Company.

structured in two tranches:

an initial $0.5 million at closing and $2.0 million upon (i) the effectiveness of a registration statement

covering the underlying shares and (ii) receipt of requisite shareholder approval in accordance with Nasdaq Listing Rule 5635.

The transaction

was completed as a private placement under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D.

January 26, 2026, the Company entered into a Termination Agreement with Evergreen pursuant to which the parties agreed to terminate the

convertible promissory note and the related Securities Purchase Agreement.

The termination became effective upon the issuance of shares

of common stock pursuant to Conversion Notice #7, dated January 13, 2026.

As a result, the note and the Securities Purchase Agreement

are null and void and of no further force or effect, and no additional amounts are due or payable by either party thereunder.

Purchase Agreement with Generating Alpha Ltd.

reported on form 8-K on November 29, 2024, on November 21, 2024, a fully executed Stock Purchase Agreement (the

“Agreement”) was entered into by and between the Company and Generating Alpha Ltd., a St.

Kitts and Nevis company, (the

The Investor has agreed to purchase from the Company up to One Hundred Million Dollars ($100,000,000) (the

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on the purchase of its stock and the Investor has agreed to purchase the Company’s shares at ninety (90%) percent of the

“Market Price.” Market Price shall be defined as the average VWAP of the common stock twenty trading days immediately

preceding the Put (“Maximum Put Amount”).

The dollar amount of Common Stock sold to the Investor in each Put may not be

less than $20,000.00 and the maximum amount will equal 100% of the Average Daily Trading Volume.

The Maximum Put Amount may be

increased upon mutual written consent of the Company and the Investor.

“Market Price.” Market Price shall be defined as the average VWAP of the common stock twenty (20) trading days

immediately preceding the Put (“Maximum Put Amount”).

The dollar amount of Common Stock sold to the Investor in each Put

may not be less than $20,000 and the maximum amount will equal 100% of the Average Daily Trading Volume.

The Maximum Put Amount may

be increased upon mutual written consent of the Company and the Investor.

Puts are further limited to Investor owning no more than

4.99% of the Common Stock at any given time.

In accordance with the Agreement, the Company issued

to the Investor a Commitment Fee in shares of the Company’s common stock equivalent to 1.5% of half of the Commitment Amount.

drawing down half of the Commitment Amount, the Company shall issue an additional 1.5% of half the Commitment Amount in shares of the

Company’s common stock, not to exceed 4.99% of the Company’s issued and outstanding.

Any amount that would exceed 4.99% of

the Company’s issued and outstanding shall be issued in the form of a prefunded Common Stock Purchase Warrant.

on form 8-K on February 12, 2025, on February 6, 2025, the Company doing business as Sports.com, entered into a two-year sponsorship agreement

(the “Agreement”) with Soccerex LLC (“Soccerex”).

The Agreement designates Sports.com as the title sponsor for

Soccerex’s Expositions in 2025 and 2026.

The 2025 Expos are scheduled to be held in Miami, Amsterdam, and Cairo.

Locations for the

2026 Expos have not been announced.

The Agreement also provides the Company with marketing, advertising and consultancy benefits throughout

of the Agreement require the Company to pay Soccerex $300,000.

In consideration, Soccerex will receive 150,000 restricted shares of Lottery.com

Common Stock (Nasdaq:

LTRY) at a value of $2.00 per share.

In the event the shares are valued at less than $300,000 at market closing

on February 6, 2026, the Company will have the option to pay the difference in cash or issue additional shares to Soccerex.

accordance with the Agreement, the Company issued to the Investor a Commitment Fee in shares of the Company’s common stock equivalent

to 1.5% of half of the Commitment Amount.

After drawing down half of the Commitment Amount, the Company shall issue an additional 1.5%

of half the Commitment Amount in shares of the Company’s common stock, not to exceed 4.99% of the Company’s issued and outstanding.

Any amount that would exceed 4.99% of the Company’s issued and outstanding shall be issued in the form of a prefunded Common Stock

Purchase Warrant.

As reported on form 8-K on June

23, 2025, on June 16, 2025, a fully executed Amended Stock Purchase Agreement (the “Agreement”) by and between the Company

and Generating Alpha Ltd., a St.

Kitts and Nevis company, (the “Investor”) was entered into.

The Investor has agreed to purchase

from the Company up to Three Hundred Million Dollars ($300,000,000) (the “Commitment Amount”) of the Company’s fully

registered, freely tradable common stock (the “Common Stock”) under certain terms and conditions.

Pursuant to the terms of

the Agreement the Company can request a “Put” on the purchase of its stock and the Investor has agreed to purchase the Company’s

shares at ninety-four (94%) percent of the “Market Price.” Market Price shall be defined as the lowest VWAP of the common

stock five (5) trading days after the Put (“Maximum Put Amount”) shares are delivered to Investor.

The dollar amount of Common

Stock sold to the Investor in each Put may not be less than $20,000.00 and the maximum amount will equal 100% of the Average Daily Trading

The Maximum Put Amount may be increased upon mutual written consent of the Company and the Investor.

Puts are further limited

to Investor owning no more than 4.99% of the Common Stock at any given time.

Upon execution

of the Agreement, the Company issued to the Investor a Commitment Fee of 682,410 shares (68,241 shares of the Company’s common stock

after the 10:1 reverse split effectuated on August 28, 2025) of the Company’s common stock in the form of a prefunded Common Stock

Purchase Warrant.

After the Company has received $100,000,000 of the Commitment Amount from Investor, for each subsequent tranche of $50,000,000,

the Company shall issue an additional 1.5% of $50,000,000 in shares of the Company’s Common Stock in the form of a prefunded Common

Stock Purchase Warrant.

Calculation for the number of shares to be included in the prefunded Common Stock Purchase Warrant shall be based

off of the volume weighted average price of stock on the Clearing Date of the last Put Notice.

Payment may be withheld from the last Put

Notice until the prefunded Common Stock Purchase Warrant has been issued.

Annual Meeting of Shareholders

As filed on form

8-K on February 24, 2025, on February 20, 2025, the Company held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”).

At the Annual Meeting, holders of common stock of the Company as of the record date of December 31, 2024 (the “Record Date”)

were entitled to receive notice and vote at the meeting, which was held at https://www.cstproxy.com/lottery/2025 at 10:00 a.m.

The Inspector of Election certified that as of the Record Date, there were 12,080,919 shares of Common Stock entitled to vote.

The total number of shares voted in person or by proxy were 5,864,197 –

Approved by majority vote of the shareholders were:

(1) the re-election of Paul Jordan, a Class II director, as a director of the Company;

(2) the appointment of Boladale Lawal & Company

as the Company’s new independent registered public accounting firm;

(3) a reverse stock split at a ratio in the range of one-for-2

to one-for-30 of the Company’s Common Stock, with the exact ratio to be determined in the discretion of our board of directors

and with such reverse stock split to be effected at such time and date, if at all, as determined by our board of directors in its sole

discretion (the “Reverse Stock Split Proposal”) –

Board of Directors of the Company subsequently voted not to proceed

with the Reverse Stock Split Proposal;

and (4) an adjournment of the Annual Meeting, if necessary or appropriate, to solicit additional

proxies if there are not sufficient votes at the time of the Annual Meeting to approve the Reverse Stock Split Proposal.

Registration Filing

April 11, 2025, the Company filed a Form S-1 registration statement to registering a number of shares in connection with a Stock Purchase

Agreement executed by the company on November 21, 2024, (the “Agreement”) with Generating Alpha Ltd., a St.

Kitts and Nevis

company, (the “Investor”).

The Investor has agreed to purchase from the Company up to One Hundred Million Dollars ($100,000,000)

(the “Commitment Amount”) of the Company’s fully registered, freely tradable common stock (the “Common Stock”)

under certain terms and conditions.

Pursuant to the terms of the Agreement the Company can request a “Put” on the purchase

of its stock and the Investor has agreed to purchase the Company’s shares at ninety (90%) percent of the “Market Price.”

Market Price shall be defined as the average VWAP of the common stock twenty trading days immediately preceding the Put (“Maximum

Put Amount”).

The dollar amount of Common Stock sold to the Investor in each Put may not be less than $20,000.00 and the maximum

amount will equal 100% of the Average Daily Trading Volume.

The Maximum Put Amount may be increased upon mutual written consent of the

Company and the Investor.

Puts are further limited to Investor owning no more than 4.99% of the Common Stock at any given time.

prospectus also relates to the offer and resale from time to time by the selling shareholders named herein (the “Selling Shareholders”),

or their permitted transferees of shares of common stock, consisting of (i) 2,810,897 shares of common stock (ii) 458,370 shares of common

stock issuable upon exercise of outstanding warrants (iii) shares of common stock related to conversion of 1,906,693 prefunded common

stock warrants (together the “Commitment Fee Warrant Shares”) and (iv) 512,662 issued to the Investor as a commitment fee

(the “Commitment Fee Shares) upon the execution of a stock purchase agreement dated November 13, 2024 (the “Stock Purchase

Company is registering the resale of up to 25,688,622 shares of common stock, comprised of (i) 20,000,000 Stock Purchase Agreement Shares

(as defined in the Form S-1)), (ii) 2,810,897 shares of common stock, (iii) 458,370 shares of common stock issuable upon exercise of

outstanding warrants and (iii) 1,906,693 prefunded warrants (together the “Commitment Fee Warrant Shares”) and (iv) 512,662

shares of common stock issued to the Investor as a commitment fee (the “Commitment Fee Shares”) upon the execution of a stock

purchase agreement dated November 13, 2024 (the “Stock Purchase Agreement”).

On April 15, 2025, the Company filed Amendment No.

1 to Form S-1 for the

purpose of including a Delayed Effective Date disclosure and to update and file certain Exhibits.

Form S-1 filed by the Company on April 11, 2025 has yet to be deemed effective by the SEC.

currently trades on the Nasdaq Stock Exchange under the symbol, LTRY, and its warrants trade on the Nasdaq Stock Exchange under the

symbol, LTRYW.

Although the Company is currently in compliance with Nasdaq listing standards, the Company has repeatedly gone

into periods of non-compliance, most frequently as a result of late quarterly or annual filings which are subsequently filed.

can be no assurance by the Company that such periodic episodes of non-compliance will not recur, nor that the Company will be able

to sustain meeting its Nasdaq listing requirements in order to maintain its Nasdaq listings on a long-term basis.

2022 Loan Agreement with Woodford Eurasia Assets,

On December 7, 2022, the Company

entered into a loan agreement with Woodford Eurasia Assets, Ltd.

(“Woodford”), (the “Woodford Loan Agreement”),

pursuant to which Woodford agreed to provide the Company with up to $52.5 million, subject to certain conditions and requirements.

to such Woodford Loan Agreement the Company received $798,351 by December 31, 2024.

Woodford failed to meet its obligations under the

Woodford Loan Agreement and the Company removed itself from any further obligation under Agreement or association with Woodford.

subsequently filed a complaint in the High Court of Justice in London chancery Division.

October 16, 2023, The High Court of Justice in

London Chancery Division (“the Court”) dismissed an application for injunctive relief initiated by Woodford against the Company.

The Company held its 2025 Annual

Meeting of Stockholders on February 9, 2026.

A quorum was present at the meeting.

A proposal to amend the Company’s certificate

of incorporation to change its name from “Lottery.com Inc.” to “Sports Entertainment Gaming Global Corporation”

was withdrawn, as stockholder approval was not required under Delaware law.

Stockholders approved the election of one Class III director

to serve until the 2028 annual meeting of stockholders, ratified the appointment of the Company’s independent registered public

accounting firm for the fiscal year ending December 31, 2025, approved the issuance of shares of common stock and warrants in excess of

20% of the Company’s outstanding common stock in accordance with applicable Nasdaq listing rules, approved amendments authorizing

the Board of Directors to effect one or more forward and reverse stock splits within specified ranges, and approved, on an advisory basis,

the adjournment of the Annual Meeting, if necessary, to solicit additional proxies.

Leadership Changes

November 30, 2025, the Board of Directors approved a leadership transition as part of the Company’s ongoing operational reset.

Matthew McGahan was terminated from his roles as Chief Executive Officer, President, Secretary, and Chairman, effective immediately,

and no longer serves in any executive or subsidiary capacities.

He remained a member of the Board through the expiration of his current

term which was the Annual Meeting of Shareholders held on February 9, 2026.

In connection with this transition,

the Board appointed Robert Stubblefield, the Company’s Chief Financial Officer since July 2023, as Secretary as well as Interim

Chief Executive Officer and Interim President.

Stubblefield also assumed oversight of the Company’s subsidiaries.

appointment is expected to continue through March 31, 2026, or until a permanent Chief Executive Officer is appointed.

Stubblefield brings significant public company financial and operational experience, including approximately 18 years in senior

finance and operations roles and expertise in internal controls and Sarbanes-Oxley compliance.

The Company have not finalized the terms of his separation, including customary matters relating to compensation, equity

treatment, and other standard provisions.

As of the date of this Report, no separation agreement has been finalized.

The Company has

not yet established compensation terms for Mr.

Stubblefield’s expanded role, each of which is expected to be disclosed in a

future filing.

Company currently trades on the Nasdaq Stock Exchange under the symbol, SEGG, and its warrants trade on the Nasdaq Stock Exchange under

the symbol, LTRYW.

The Company is not currently in compliance with Nasdaq listing standards.

The Company has previously experienced

periods of non-compliance, most frequently as a result of failure to satisfy Rule5250(c)(1) which requires timely filing of all required periodic financial reports with

no assurance that the Company will be able to meet its Nasdaq listing requirements and maintain its Nasdaq listings on a long-term basis.

Loan Agreement with Woodford Eurasia Assets, Ltd.

December 7, 2022, the Company entered into a loan agreement with Woodford Eurasia Assets, Ltd.

(“Woodford”), (the “Woodford

Loan Agreement”), pursuant to which Woodford agreed to provide the Company with up to $52.5 million, subject to certain conditions

and requirements.

Pursuant to such Woodford Loan Agreement the Company received $798,351 by December 31, 2023.

Woodford failed to meet

its obligations under the Woodford Loan Agreement and the Company removed itself from any further obligation under Agreement or association

with Woodford.

Woodford subsequently filed a complaint in the High Court of Justice in London chancery Division.

October 16, 2023, The

High Court of Justice in London Chancery Division (“the Court”) dismissed an application for injunctive relief initiated

by Woodford against the Company.

FL-2023-000023.

Woodford Eurasia Assets Limited v Lottery.com Inc.) The Court characterized Woodford’s application as “fundamentally

misconceived” and ordered Woodford to pay the Company’s legal costs.

Woodford subsequently, on the Judges’ recommendation,

withdrew the proceedings.

Woodford Eurasia Assets Limited v Lottery.com Inc.) The Court characterized Woodford’s

application as “fundamentally misconceived” and ordered Woodford to pay the Company’s legal costs.

Woodford subsequently,

on the Judges’ recommendation, withdrew the proceedings.

filed an additional action in the United States District Court for the District of Delaware on November 16, 2023 in Case No.

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determining its next course of action in resolving any further matters regarding Woodford.

Amounts advanced under the Woodford

Loan Agreement are convertible, at Woodford’s option, into shares of the Company’s common stock, par value $0.001 per share

(the “common stock”), beginning 60 days after the first loan date at the rate of 80% of the lowest publicly available price

per share of common stock within 10 business days of the date of the Loan Agreement (which was equal to $5.60 per share after the 1:20

reverse split which occurred on August 9, 2023), subject to a 4.99% beneficial ownership limitation which can be waived on 60 day’s notice

and a separate limitation preventing Woodford from holding more than 19.99% of the issued and outstanding common stock of the Company,

without the Company obtaining shareholder approval for such issuance above this amount.

Proceeds of the loans could only

be used by the Company to restart its operations and for general corporate purposes as agreed to by Woodford.

The Woodford Loan Agreement includes

confidentiality obligations, representations, warranties, covenants, and events of default, all of which are customary for a transaction

of this size and nature.

The Company also agreed to grant

Woodford common stock purchase warrants (the “Woodford Warrants”) in an amount equal to 15% of the Company’s 50,925,271

then issued and outstanding shares of common stock (the quantity of stock then issued and outstanding prior to the 1:20 reverse stock

split of August 9, 2023).

Each Woodford Warrant has an exercise price equal to the average of the closing price of the Company’s

common stock for each of the ten days prior to the first amount being debited from the bank account of Woodford, which equates to an exercise

price of $5.60 per share after the 1:20 reverse split that occurred on August 9, 2023.

In the event the Company fails to repay the amounts

borrowed when due or Woodford fails to convert the amount owed into shares, the exercise price of the warrants may be offset by amounts

owed to Woodford, and in such case, the exercise price of the warrants will be subject to a further 25% discount (i.e., will equal $4.20

In connection with our entry

into the Woodford Loan Agreement, the Company also entered into a Loan Agreement Deed, Debenture Deed and Securitization, with Woodford

(the “Security Agreement”), which provides Woodford with a first floating charge security interest over all present and future

assets of the Company in order to secure the repayment of amounts owed under the Woodford Loan Agreement.

On June 12, 2023, the Company

entered into an amendment of the Woodford Loan Agreement with Woodford (the “Woodford Loan Agreement Amendment”), which 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 failed:

to substantiate the amounts it claims were 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 Company-verified amounts;

failed to provide an anti-money laundering acceptable bank account to which payment could be made by the Company, to explain its 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.

Agreement with United Capital Investments London Limited

On July 26, 2023, The Company

entered into a credit facility (the “UCIL Credit Facility”), represented by a loan agreement, which was amended and restated

on August 8, 2023, and subsequently amended on August 18, 2023 (as so amended, the “UCIL Loan Agreement”).

The UCIL Loan Agreement

is with United Capital Investments London Limited (“UCIL”), an entity in which each of Matthew McGahan, the Company’s

Chief Executive Officer and Chairman of the Company’s Board, and Barney Battles, a former member of the Board, have a direct or

indirect interest.

The decision by the Company to enter into the UCIL Loan Agreement followed, 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 terms and conditions of 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

Neither McGahan or Battles participated in the vote on the UCIL agreement to ensure proper independence and correct corporate

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

advanced under the Woodford Loan Agreement are convertible, at Woodford’s option, into shares of the Company’s common stock,

par value $0.001 per share (the “common stock”), beginning 60 days after the first loan date at the rate of 80% of the lowest

publicly available price per share of common stock within 10 business days of the date of the Loan Agreement (which was equal to $56.00

per share after the 1:10 reverse split which occurred on August 29, 2025), subject to a 4.99% beneficial ownership limitation which can

be waived on 60 day’s notice and a separate limitation preventing Woodford from holding more than 19.99% of the issued and outstanding

common stock of the Company, without the Company obtaining shareholder approval for such issuance above this amount.

of the loans could only be used by the Company to restart its operations and for general corporate purposes as agreed to by Woodford.

Woodford Loan Agreement includes confidentiality obligations, representations, warranties, covenants, and events of default, all of which

are customary for a transaction of this size and nature.

Company also agreed to grant Woodford common stock purchase warrants (the “Woodford Warrants”) in an amount equal to 15%

of the Company’s 50,925,271 then issued and outstanding shares of common stock (the quantity of stock then issued and outstanding

prior to the 1:20 reverse stock split of August 9, 2023).

Each Woodford Warrant has an exercise price equal to the average of the closing

price of the Company’s common stock for each of the ten days prior to the first amount being debited from the bank account of Woodford,

which currently equates to an exercise price of $56.00 per share following the 1:10 reverse stock split on August 29, 2025.

In the event the

Company fails to repay the amounts borrowed when due or Woodford fails to convert the amount owed into shares, the exercise price of

the warrants may be offset by amounts owed to Woodford, and in such case, the exercise price of the warrants will be subject to a further

25% discount (i.e., will equal $42.00 per share).

connection with our entry into the Woodford Loan Agreement, the Company also entered into a Loan Agreement Deed, Debenture Deed and Securitization,

with Woodford (the “Security Agreement”), which provides Woodford with a first floating charge security interest over all

present and future assets of the Company in order to secure the repayment of amounts owed under the Woodford Loan Agreement.

June 12, 2023, the Company entered into an amendment of the Woodford Loan Agreement with Woodford (the “Woodford Loan Agreement

Amendment”), which 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

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

Despite 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 the

matter has been referred to the Company’s legal counsel.

Information regarding

ongoing legal proceedings with Woodford can be found in the “Legal Proceedings” section of this form.

Credit Facility with United Capital Investments London Limited

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

which was amended and restated on August 8, 2023, and subsequently amended on August 18, 2023 (as so amended, the “UCIL Loan

The UCIL Loan Agreement is with United Capital Investments London Limited (“UCIL”), an entity in

which each of Matthew McGahan, the Company’s then Chief Executive Officer and Chairman of the Company’s Board, and

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

The decision by the Company to enter into the UCIL

Loan Agreement followed, 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

terms and conditions of 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.

Neither McGahan

or Battles participated in the vote on the UCIL agreement to ensure proper independence and correct corporate governance.

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 terms and conditions of 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.

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 terms and conditions of the Woodford Loan

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 22, 2024, on February 16, 2024, the Company and UCIL entered into an “Amendment

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to $149,000,000 (the “UCIL Amendment”).

On January 20, 2026, the Company terminated all financing agreements with UCIL.

Agent Agreement with Univest Securities, LLC

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”)

in order for investors placed by it to purchase shares of common stock of the Company, par value $0.001 per share (the “Common

Each Unit under the Offering includes specific registration rights (“Registration Rights”), for each investor

obtained through the Placement Agent.

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 a total of $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”) in order for investors placed by it to purchase shares of common

stock of the Company, par value $0.001 per share (the “Common Stock”).

Each Unit under the Offering includes specific

registration rights (“Registration Rights”), for each investor obtained through the Placement Agent.

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

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as amended (the “Securities Act”).

Operations Prior to 2022 Operational Cessation

Prior to the 2022 Operational

Cessation, the Company was primarily a provider of domestic lottery products and services (subsidiary operations in Mexico, such as Aganar

and JuegaLotto in Mexico, and TinBu in the U.S.

were unaffected by the 2022 Operational Cessation and continued operations, including

lottery sales and the generation of revenue).

It is the Company’s intention to become a primary provider of U.S.-centric lottery

products and services again.

As an independent third-party lottery game service, with principal operations headquartered in the United

States we offered a platform that we developed and operated to enable the remote purchase of legally sanctioned lottery games in the U.S.

and abroad (our lottery “Platform”).

Our revenue generating activities included (i) offering the Platform via our Lottery.com

app and our websites to users located in the U.S.

and multinational jurisdictions where the sale of lottery games was legal and our services

were enabled for the remote purchase of legally approved lottery games (our “B2C Platform”);

(ii) offering an internally developed,

created and operated business-to-business application programming interface (“API”) of the Platform, which enabled our commercial

partners, in permitted U.S.

and international jurisdictions, to purchase certain legally operated lottery games from us which could be

resold to users located within their respective jurisdictions (“B2B API”);

and (iii) delivering global lottery data, such

as winning numbers and results, and subscriptions to data sets of our proprietary, anonymized transaction data pursuant to multi-year

contracts to commercial digital subscribers (“Data Service”).

Lottery Game Platform Services

Both our B2C Platform and our

B2B API provided users with the ability to purchase legally sanctioned draw lottery games via a mobile device or computer, securely maintain

their acquired lottery game, automatically redeem a winning lottery game, as applicable, and receive support, if required, for the claims

and redemption process.

Our registration and user interfaces were designed to be easy to use, provide for the creation of an account

and purchase of a lottery game with minimum friction and without the creation of a mobile wallet or requirement to pre-load minimum funds

and - importantly - to provide instant confirmation of the user’s lottery game numbers, whether selected at random or picked by

Users of our B2C Platform services paid a service fee and, in certain non-U.S.

jurisdictions, a mark-up on the purchase price.

Prior to the 2022 Operational Cessation in the U.S., we generated revenue from this service fee and mark-up.

based B2B API Platform

resumed limited operations in April 2023.

As of the date of this Report, our U.S.

based B2C Platform is not currently operational.

anticipate that it will become operational by the summer of 2025.

WinTogether Platform

Prior to the Operational Cessation,

we operated and administered all U.S.

sweepstakes offered by WinTogether, a U.S.

registered 501(c)(3) charitable organization (“WinTogether”),

which was formed in April 2020 to support charitable, educational, and scientific causes.

In consideration of our operation of the WinTogether

platform and administration of their sweepstakes, we received a percentage of the gross donations to a campaign, from which we paid certain

dividends and all administration costs.

The WinTogether platform continued

operating after the U.S.

2022 Operational Cessation, until all sweepstakes campaigns were completed and all prizes awarded.

2023, the board of directors of WinTogether voted to suspend its relationship with the Company.

On December 5, 2023, the board of WinTogether

voted to reinstate the business relationship with the Company.

On April 1, 2024, Lottery.com

resumed its sweepstakes offerings through its partnership with the WinTogether .org foundation (DBA:

DonateTo.Win.

In April 2025, Sports.com sponsored a sweepstakes to support the Florida International University surrounding the

Formula 1 Crypto.com Miami Grand Prix 2025.

Despite the 2022

Operational Cessation, certain of the Company’s wholly owned subsidiaries have continued to operate under the direction of the

leadership teams that were in place prior to the Company’s acquisition of such companies.

While the operational activities of

these subsidiaries vary, from the 2022 Operational Cessation through the date of this Report, each of our subsidiaries, namely

TinBu, Aganar and JuegaLotto has decreased its expenses and has had its revenue remain consistent or decrease slightly from

pre-Operational Cessation levels.

In 2018, we acquired TinBu, LLC

(“TinBu”), a wholly owned subsidiary, which is a digital publisher and provider of lottery and other data results, jackpots,

results, and other data, as a wholly-owned subsidiary.

Through TinBu, our Data Service delivers daily results of over 800 domestic and

international lottery games from more than 40 countries, including the U.S., Canada, and the United Kingdom, to over 400 digital publishers

and media organizations.

2018, we acquired TinBu, LLC (“TinBu”), a wholly owned subsidiary, which is a digital publisher and provider of

syndicated data feeds including lottery results, jackpots, and other related data, as a wholly-owned subsidiary.

Through TinBu, our

Data Service delivers daily results of over 800 domestic and international lottery games from more than 40 countries, including the

U.S., Canada, and the United Kingdom, to over 400 digital publishers and media organizations.

See “ Item 1A.

Risk Factors –

We are party to pending litigation and investigations in various

jurisdictions and with various plaintiffs and we may be subject to future litigation or investigations in the operation of our business.

An adverse outcome in one or more proceedings could adversely affect our business, financial condition, and results of operations ”.

(Also, see Item 3, “Legal Proceedings”, “TinBu Complaint”.)

– We are party to pending litigation and investigations in various jurisdictions and with various plaintiffs and we may be

subject to future litigation or investigations in the operation of our business.

An adverse outcome in one or more proceedings could

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

(Also, see Item 3, “Legal

Proceedings”, “TinBu Complaint”.)

technology pulls real time primary source data, and, in some instances, we acquire data from dedicated data feeds from the lottery authorities.

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Service pay a subscription for access to the Data Service and, for acquisition of certain large data sets, an additional per record fee.

additionally had entered into multi-year contracts pursuant to which we sell proprietary, anonymized transaction data pursuant to multi-year

agreements and in accordance with our Terms of Service in consideration of a fee and in other instances provide the Data Service within

a bundle of provided services.

additionally, at times, enter into multi-year contracts pursuant to which we sell proprietary, anonymized transaction data pursuant

to multi-year agreements and in accordance with our Terms of Service in consideration of a fee and in other instances provide the

Data Service within a bundle of provided services.

and JuegaLotto

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See “ Item 1A.

Risk Factors –

We need additional capital to, among other things, support

Risk Factors – We need additional capital to, among other things, support

and restart our operations, re-hire employees and pay our expenses.

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and we may need to permanently cease our operations” for additional information.

December 2021, we finalized the acquisition of the domain name https://sports.com and on November 15, 2022, we formed a wholly-owned

subsidiary called Sports.com, Inc., a Texas corporation (“Sports.com”).

Subsequently, Sports.com announced a partnership

with the Saudi Motorsports Company, which enabled the Company to roll out the Sports.com brand at the IFA World Cup decider at the end

of November 2022.

In December 2022, Sports.com signed an agreement with Data Sports Group, GmbH (“ DSG ”), which provided

Sports.com the exclusive North American distribution rights for sports data products offered and maintained by DSG (the “DSG Data”).

The DSG Data is being sold through the same sales resources and sales channels as the lottery data offered by TinBu.

On July 23, 2023,

DSG exercised its right to terminate the exclusive distribution rights due to Sports.com not meeting its contractual obligations .

for Recommencement of Company Operations

As noted above, since the 2022

Operational Cessation, the Company has had minimal day-to-day U.S.

operations and has primarily focused on restarting certain of its core

The Company has developed a phased plan to recommence its operations.

Phase 1 - Resume B2C

Platform Operations.

The Company believes that it will be in a position to relaunch its B2C Platform by the summer of 2025.

of the date of this Report, the Company expects that it will initially relaunch its B2C Platform on a limited geographic basis in

both the US and Internationally for a period of time before rolling it out to multiple jurisdictions.

The Company plans to limit the

rollout in order to give it additional time to properly vet and confirm compliance with local, state and federal rules related to

ticket procurement and distribution.

For more information, see “ Item 1A.

Risk Factors - Regulatory and Compliance Risks - A

jurisdiction may enact, amend, or reinterpret laws and regulations governing our operations in ways that impair our revenues, cause

us to incur additional legal and compliance costs and other operating expenses, or are otherwise not favorable to our existing

operations or planned growth, all of which may have a material adverse effect on us or our results of operations, cash flow, or

financial condition .” The Company has also maintained various pre-paid media credits that it expects to use to launch and

maintain promotional campaigns for both lottery and sweepstakes sales geared towards encouraging prior customers to return to the

Platform and to acquire new customers.

The Company had a limited relaunch of its sweepstakes business in April 2024.

Currently, the

Company is operating sweepstakes in a limited number of US jurisdictions and anticipates domestic and international operations by

the end of Q2 2025.

The Company acquired Spektrum LTD in March of 2025.

This acquisition

provided the Company with ownership of platform that is designed to run in dozens of international jurisdictions.

The Company is in final

phases of procuring the appropriate licensing and business services to launch in multiple African and Asian jurisdictions.

date is scheduled for Q2 2025.

2 - Restore Other Business Lines and Projects.

Assuming the success of Phase 1, the Company expects to restore other products it

previously offered, such as supplying lottery tickets to consumers in approved domestic jurisdictions, partnering with licensed providers

in international jurisdictions, monetizing Sports.com and reviving other products and services that were under development when the Operational

Cessation occurred.

As of the date of this Report,

the current estimated cash balance of the Company and subsidiaries is approximately $36,799.

The Company believes that this cash

on hand, along with future borrowings, will be sufficient for the Company to resume core operations.

Our common stock and warrants

are traded on The Nasdaq Stock Market LLC (“Nasdaq”) under the ticker symbols “LTRY” and “LTRYW,”

respectively.

As of the date of this Report, we are in compliance with Nasdaq’s continued listing requirements (the “Listing

Rules”) Additionally, under its new management, the Company continues to work to improve its disclosure and reporting controls and plans to continue improving its systems of internal control over financial reporting and invest in additional legal, accounting,

and financial resources.

Even if the Company’s three

phase plan to restart its operations is successful, there can be no assurance that the Company will be able to maintain compliance with

Nasdaq’s applicable Listing Rules.

If the Company’s securities are delisted from Nasdaq, it could be more difficult to buy

or sell the Company’s common stock and warrants or to obtain accurate quotations, and the price of the Company’s common stock

and warrants could suffer a material decline.

Delisting could also impair the Company’s ability to raise additional capital needed

to fund its operations or trigger defaults and penalties under outstanding agreements or securities of the Company.

There can be no assurance that

we will have sufficient capital to support our operations and pay expenses, repay our debt, or that additional funds will be available

on favorable terms, if at all.

Future financing options available to the Company include equity financings, debt financings or other

capital sources, including collaborations with other companies or other strategic transactions.

Equity financings may include sales of

common stock.

In December 2021, we finalized

the acquisition of the domain name https://sports.com .

On March 26, 2025, the Company registered Sports.com as a fictious name

in the state of Florida under AutoLotto, Inc.

Content provided by Sports.com was available worldwide as a website and a mobile

The website was relaunched in August 2025 and is currently being rebuilt to support the Company’s launch of Sports.com Predict.

In February 2025, the Company

entered into a multi-year global partnership with Soccerex, the world’s leading soccer business event organizer.

Agreement makes Sports.com the title sponsor for six global events including Soccerex 2025 for MENA, Europe and USA which were held in

Cairo, Amsterdam and Miami, respectively.

In April 2026, the Company renewed the sponsorship for an additional two years.

This collaboration provides the

Company with an influential platform to engage with key stakeholders in the football industry, further solidifying Sports.com’s

position at the intersection of sports, technology and entertainment.

Working with the Soccerex team and its community presents an opportunity

to build brand awareness internationally for the Company’s gaming, content and entertainment brands.

In May 2025, the Company entered

into sponsorship agreements with Louis Foster and Calum Ilott, drivers in the NTT IndyCar Series, and Sebastain Murray, a driver in the

INDY NXT by Firestone series.

The agreements provide the Company’s brands with exposure throughout the 2025 racing seasons with

vehicle and attire logo placement and social media postings by the drivers.

On June 17, 2025, the Company

appointed Tamer Hassan as president of Sports.com Studios, Ltd.

In this role, Hassan will lead the division’s creative and strategic

efforts to develop, produce and distribute compelling sports-focused films, docuseries, and premium digital content.

This new arm of the

business will serve as the cornerstone of Sports.com’s global expansion into entertainment media and immersive storytelling.

2025, the Company appointed Tim Scoffham CEO of Sports.com Media Group, Ltd (“Sports.com Media”).

In this role, Scoffham

oversees the strategic integration and international expansion of Sports.com Media, a premium digital sports content and engagement

His leadership will focus on aligning commercial, media, and technology platforms, bolstering regulatory partnerships, and

unlocking scalable, revenue-generating opportunities in high-growth markets.

2025, the Company entered into its first official football league partnership in the Indian

subcontinent through a five-year commercial agreement with the Super League Kerala (“SLK”), valued at more than $11.6

million based on potential advertising and sponsorship revenue.

The agreement establishes SEGG Media and Sports.com as the exclusive global commercial and broadcast partner for

SLK, encompassing:

exclusive international streaming rights across all territories;

integrated gaming and fan engagement products;

global sponsorship and brand activation rights;

and distribution focus across the Indian subcontinent and MENA, especially targeting

the vast Keralite diaspora in the Middle East, North America, and Europe.

The season concluded on December 19, 2025.

During the 33

match season, SLK content reached more than 150 million views via the Sports.com website, app, and social channels.

Sports.com Studios Ltd, entered

into a revenue-driven co-production partnership with GOATS Entertainment (Greatest Of All Time) on August 7, 2025.

This alliance will

transform the legacies of the world’s greatest athletes into cash-generative content assets, combining premium docuseries, exclusive

merchandise, global fan activations, and immersive storytelling.

The collaboration is designed to drive high-margin revenue streams across

OTT, e-commerce, experiential and licensing platforms.

Sports.com Studios entered into a strategic global distribution partnership with the Døds Diving League (“DDL”), the

official global platform for the world’s fastest-growing extreme sport.

The partnership will be managed by Sports.com Studios Ltd,

the newly launched sports content subsidiary of SEGG Media.

The partnership will bring the thrill of Døds to millions of fans

Under the agreement, Sports.com Studios became a global distribution partner for DDL events, ensuring competitions and original

content will be delivered through Sports.com platforms.

During 2025, Sports.com content surpassed 102 million views across all platforms.

The growth was driven by surging interest the Kerala Super League, and the Company’s accelerating global social-media presence

common stock and warrants are traded on The Nasdaq Stock Market LLC (“Nasdaq”) under the ticker symbols

“SEGG” and “LTRYW,” respectively.

As of the date of this Report, we are not in compliance with

Nasdaq’s continued listing requirements (the “Listing Rules”) Additionally, under its new management, the Company

continues to work to improve its disclosure and reporting controls and plans to continue improving its systems of internal control

over financial reporting and invest in additional legal, accounting, and financial resources.

when the Company has full operations in its sports, entertainment, and gaming verticals there can be no assurance that the Company

will be able to maintain compliance with Nasdaq’s applicable Listing Rules.

If the Company’s securities are delisted

from Nasdaq, it could be more difficult to buy or sell the Company’s common stock and warrants or to obtain accurate

quotations, and the price of the Company’s common stock and warrants could suffer a material decline.

Delisting could also

impair the Company’s ability to raise additional capital needed to fund its operations or trigger defaults and penalties under

outstanding agreements or securities of the Company.

can be no assurance that we will have sufficient capital to support our operations and pay expenses, repay our debt, or that additional

funds will be available on favorable terms, if at all.

Future financing options available to the Company include equity financings, debt

financings or other capital sources, including collaborations with other companies or other strategic transactions.

Equity financings

may include sales of common stock.

Such financing may not be available on terms favorable to the Company or at all.

The terms of any financing may adversely

affect the holdings or rights of the Company’s stockholders and may cause significant dilution to existing stockholders.

be no assurance that the Company will continue to be successful in obtaining sufficient funding on terms acceptable to the Company, if

at all, which would have a material adverse effect on its business, financial condition and results of operations, and it could ultimately

be forced to discontinue its operations and liquidate.

These matters, when considered in the aggregate, raise substantial doubt about

the Company’s ability to continue as a going concern for a reasonable period of time which is defined as within one year after the

date that its current financial statements are issued.

The accompanying financial statements do not contain any adjustments to reflect

the possible future effects on the classification of assets or the amounts and classification of liabilities that might result from the

outcome of this uncertainty.

For more information, see the risk factors in Item 1A of this Report under the heading “Risks Relating

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

Controls and Related Matters.”

The terms of any

financing may adversely affect the holdings or rights of the Company’s stockholders and may cause significant dilution to existing

stockholders.

There can be no assurance that the Company will continue to be successful in obtaining sufficient funding on terms acceptable

to the Company, if at all, which would have a material adverse effect on its business, financial condition and results of operations,

and it could ultimately be forced to discontinue its operations and liquidate.

These matters, when considered in the aggregate, raise

substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time which is defined as

within one year after the date that its current financial statements are issued.

The accompanying financial statements do not contain

any adjustments to reflect the possible future effects on the classification of assets or the amounts and classification of liabilities

that might result from the outcome of this uncertainty.

For more information, see the risk factors in Item 1A of this Report under the

heading “Risks Relating to the Internal Investigation, Restatement of our Consolidated Financial Statements, Our Ability to Continue

as a Going Concern, Our Internal Controls and Related Matters.”

and Compliance

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may be applicable to us are often evolving or new and uncertain and may conflict with each other, particularly those governing our international

While raising revenues for the

particular country, state, or authorizing jurisdiction, lottery and gaming laws are generally based upon declarations of public policy

designed to protect consumers from fraud and other misdeeds.

To protect consumers, stringent laws and regulations have been established

per jurisdiction to ensure that participants in the industry meet certain standards which may require participants to:

raising revenues for the particular country, state, or authorizing jurisdiction, lottery and gaming laws are generally based upon declarations

of public policy designed to protect consumers from fraud and other misdeeds.

To protect consumers, stringent laws and regulations have

been established per jurisdiction to ensure that participants in the industry meet certain standards which may require participants to:

that games are conducted fairly and honestly;

147 unchanged sentences

and international jurisdictions may strengthen underage and responsible gambling requirements.

intend to continue to develop a comprehensive internal compliance program, which will ensure compliance with legal requirements imposed

intend to continue to develop a comprehensive internal compliance program, to ensure compliance with legal requirements imposed

in connection with our activities and with legal requirements generally applicable to publicly traded companies.

4 unchanged sentences

a material adverse effect on us or on our results of operations, cash flow, or financial condition.

Because we do business multinationally,

our operations are subject to U.S.

Because we do business multi-nationally, our operations are subject

and foreign anti-corruption laws and regulations such as the U.S.

Foreign Corrupt Practices Act of

1977, the U.K.

Bribery Act of 2010 and other anti-corruption laws that may apply where we operate.

As we enter new foreign markets, we

are likely to become subject to additional laws and regulations and restrictions, which increases the risk that we or one of our subsidiaries

will inadvertently violate one of such laws or regulations.

All members of the Board and

all principal executive officers who served in such positions at the time of the 2022 Operational Cessation have resigned from such positions

Foreign Corrupt Practices Act of 1977, the U.K.

of 2010 and other anti-corruption laws that may apply where we operate.

As we enter new foreign markets, we are likely to become subject

to additional laws and regulations and restrictions, which increases the risk that we or one of our subsidiaries will inadvertently violate

one of such laws or regulations.

All members of the Board and all

principal executive officers who served in such positions at the time of the 2022 Operational Cessation have resigned from such positions

and are no longer serving in any capacity with the Company or its subsidiaries.

Matthew McGahan is now the sole director of Global Gaming

and Gregory Potts was appointed to the boards of Juega Lotto and Aganar.

Corporate governance for Tinbu, LLC remains the same with AutoLotto,

Robert Stubblefield is now the sole shareholder representative

for all subsidiaries and Gregory Potts was appointed to the boards of Juega Lotto and Aganar.

Corporate governance for Tinbu, LLC remains

the same with AutoLotto, Inc.

being the sole managing member of the LLC.

As of the date of this Report,

the Company has six employees and nine key contractors who remain active in the efforts to restore the Company’s U.S.

Additionally, the Company has six employe es to support international

of the date of this Report, there are nine individuals employed by the Company.

Additionally, the Company’s subsidiaries have

more than 60 employees to support their operations.

rely on a combination of trademark, copyright, and trade secret protection laws in the U.S.

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Patent and Trademark Office.

We are also using or have common-law trademark rights in the trademarks AUTOLOTTO, SPORTS.COM,

and “TAP, TAP, TICKET.” We will continue to evaluate the filing of trademark applications in the U.S.

and select foreign

markets, as appropriate.

we did not have any patent applications or own any issued patents as of December 31, 2024, we will continue to evaluate our technology

to determine whether it is appropriate to file patent applications in the U.S.

We are also using or have common-law trademark rights in the trademarks AUTOLOTTO, SPORTS.COM, and

“TAP, TAP, TICKET.” We will continue to evaluate the filing of trademark applications in the U.S.

and select foreign markets,

as appropriate.

we did not have any open patent applications or own any issued patents as of December 31, 2025, we will continue to evaluate our

technology to determine whether it is appropriate to file patent applications in the U.S.

or internationally.

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the intellectual property rights of third parties, including our competitors.

internet address is www.lottery.com.

internet address is www.seggmedia.com.

Our website and the information contained therein or linked thereto are not part of this Report.

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 1. Business