What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2025-04-22 compared with 2025-04-09 · 536 added, 346 removed, 228 unchanged (79% of the section changed)

10 unchanged sentences

and its consolidated subsidiaries.

July 6, 2022, the Company announced that the Audit Committee (the “Audit Committee”) of the board of directors of the

Company (the “Board”) had retained outside counsel to conduct an independent investigation that revealed instances of

non-compliance with state and federal laws concerning the states in which lottery tickets were procured as well as order

The investigation also identified issues pertaining to the Company’s internal accounting controls (the

“Internal Investigation”).

Following a report on the filings of the Internal Investigation, effective July 1, 2022, the

Board terminated the employment of Ryan Dickinson as the Company’s President, Treasurer and Chief Financial Officer.

Subsequently, the Company initiated a review of its cash balances and related disclosures as well as its revenue

recognition processes and other internal accounting controls.

July 20, 2022, Armanino LLP (“Armanino”), the Company’s registered independent public accountant for the fiscal years

ended December 31, 2021 and 2022, advised the Company that its audited financial statements of for the year ended December 31, 2021 (the

“2021 Audit”) and the unaudited financial statements for the quarter ended March 31, 2022 (the “March 2022 Financials”),

should no longer be relied upon.

Armanino advised that it had determined, subsequent to the 2021 Audit and review of the March 2022 Financials,

that the Company had entered into a line of credit in January 2022 that was not disclosed in the footnotes to the 2021 Audit and was

not properly recorded in the March 2022 Financials (see Note 3 to the consolidated financial statements included herein for more details).

July 28, 2022, the Board determined that the Company did not have sufficient financial resources to fund its operations or pay certain

existing obligations, including its payroll and related obligations, due to a significant misstatement of our cash balances.

The following day, on July 29, 2022, the Company effectively ceased operations

(the “Operational Cessation”), when it furloughed the majority of its employees and generally suspended its lottery game sales.

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

Legal Officer were to provide the minimal business functions needed to address the Company’s legal and compliance issues and to

secure necessary funding to resume the Company’s operations.

Less than twenty percent of these non-furloughed employees remain active

in the efforts to restore Company operations and as of December 31, 2023, approximately $3.85 million in outstanding payroll and $1.0

million in outstanding director compensation obligations was unpaid.

September 27, 2022, Armanino resigned as the independent registered public accounting firm of the Company.

October 7, 2022, the Audit Committee approved the engagement of Yusufali & Associates, LLC, (“Yusufali”) as the Company’s

new independent registered public accounting firm.

the Operational Cessation, the Company has had minimal day-to-day operations and has primarily focused its operations on restarting certain

of its core businesses (as described in more detail under “ Plans for Recommencement of Company Operations ” below),

completing the restatements of the Company’s 2021 Audit and March 2022 Financials and preparing and filing the Company’s

delinquent periodic reports, including Amendment No.

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

31, 2021, which the Company filed on May 10, 2023, Amendment No.

1 to the Company’s Quarterly Report on Form 10-Q/A for the three

months ended March 31, 2022, which the Company filed on May 15, 2023, the Company’s Quarterly Reports on Form 10-Q for the three

months ended June 30, 2022 and September 30, 2022, which the Company filed on May 22 and 24, 2023, respectively, filing the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, which the Company filed

on June 15, 2023, the Company’s

Quarterly Report on Form 10-Q for the three months ended March 31, 2023, June 30, 2023, September 30, 2023, filed on June 16, 2023, August

22, 2023, and November 30, 2023 respectively, filing the Company’s Annual Report on Form 10-K for the year ended

December 31, 2023, which the Company filed on April 3, 2024, Amendment No.

1 to the Company’s Annual Report on Form 10-K/A for the year ended December 31,2023 and this Amended Report.

March 23, 2023, the Company requested a hearing before the Nasdaq Hearings Panel (the “Panel”) to appeal a determination

by the Listing Qualifications department (the “Staff”) of Nasdaq dated February 23, 2023, to delist the Company’s

securities from Nasdaq.

The Company was non-complaint with Nasdaq Listing Requirements 5550(a)(2) (the “Bid Price

Requirement”) and 5250(c)(1) (the “Timely Filing Requirement.”) At the hearing before the Panel on April 24, 2023,

the Company presented its plan to complete the restatement of its financial statements for the fiscal year ended December 31, 2021,

and the subsequent quarter ended March 31, 2022, and to file the amended periodic reports and all subsequent required filings with

The Company requested the continued listing of its securities on Nasdaq pending the completion of its compliance

letter dated May 8, 2023, the Panel granted the Company’s request for continued listing, on an interim basis, subject to the Company

submitting financial projections for fiscal 2023 and filing the restated financial statements for the fiscal year ended December 31,

2021, and quarter ended March 31, 2022, with the SEC by May 15, 2023.

The Company satisfied these conditions and the Panel indicated

that it would review the filings, along with the updated projections, and thereafter determine whether to afford the Company additional

time to complete the compliance plan presented at the hearing.

letter dated May 24, 2023, the Panel notified the Company that it had determined to suspend trading and otherwise move to delist the

Company’s securities from Nasdaq effective with the open of the market on May 26, 2023.

The Company’s securities were suspended

from trading on that date, but the securities were not delisted because the Company thereafter requested that the Panel reconsider its

determination to delist the Company’s securities from Nasdaq based upon what the Company believed to be mistakes of material fact

upon which the Panel had based its decision.

June 8, 2023, the Panel notified the Company that it had determined to reverse its prior decision and grant the Company’s request

for continued listing subject to the Company’s timely compliance with a number of conditions ultimately expiring on August 17,

2023, on or before which date the Company must satisfy all applicable criteria for continued listing on Nasdaq (the “June 8 th

As a result of the foregoing, the suspension from trading ceased and the Company’s securities were reinstated

for trading on Nasdaq effective with the open of the market on June 15, 2023.

Agreement with Woodford

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.

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”).

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.

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.

2024 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 – 48.54%.

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.

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.

7 unchanged sentences

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

borrowed pursuant to 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 days 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 can only be used by the Company to restart its operations and for general corporate purposes 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 warrants to purchase shares of common stock to Woodford (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 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.

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

failed to prove the amounts borrowed by the Company or claimed

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 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

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.

Loan Agreement with United Capital Investments London Limited

The Company entered into a credit

facility (the “UCIL Credit Facility”), which is represented by a loan agreement, which was initially entered into on July

26, 2023, and was amended and restated on August 8, 2023, and subsequently amended on August 18, 2023 (as so amended, the “UCIL

Loan Agreement”).

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

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 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.

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

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

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

Given the uncertainty of the continued financing

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

into the UCIL Loan Agreement.

Placement 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 Stock”).

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

for each investor obtained through the Placement Agent.

On February 1, 2024, the parties agreed to increase the Offering amount

from $1,000,000 to $5,000,000.

All other terms and conditions of the Offering remain the same.

The Securities shall be offered and sold

pursuant to Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”).

Prior to Operational Cessation

to the Operational Cessation, and it is our intention to become again, the Company was a provider of domestic and international

lottery products and services.

As an independent third-party lottery game service, 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 (the “Platform”).

revenue generating activities included (i) offering the Platform via our Lottery.com app and our websites to users located in the

and international jurisdictions where the sale of lottery games was legal and our services were enabled for the remote purchase

of legally sanctioned 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 and to resell them 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

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.

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

and Restatement Agreement No.

2” to the UCIL Loan Agreement to increase the amount of the UCIL Credit Facility from $49,000,0000

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

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.

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

All other terms and conditions of

the Offering remain the same.

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

as amended (the “Securities Act”).

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

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 the user.

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 Operational Cessation, we generated revenue from this service fee and mark-up.

Our B2B API Platform

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 Amended Report, our B2C Platform is not currently operational.

We anticipate

that our B2C Platform will become operational by the summer of 2024.

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

to the Operational Cessation, we operated and administered all 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.

consideration of our operation of the WinTogether platform and administration of sweepstakes, we received a percentage of the gross donations

to a campaign, from which we paid certain dividends and all administration costs.

WinTogether platform continued operating after the Operational Cessation, until all sweepstakes campaigns were completed and all prizes

On March 29, 2023, the board of directors of WinTogether voted to suspend its relationship with the Company.

December 5, 2023, the board of WinTogether voted to reinstate the business relationship with the Company.

the 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 Operational Cessation through the date of this Amended Report, each of TinBu, Aganar and JuegaLotto has

decreased its expenses and has had its revenue remain consistent or decrease slightly from pre-Operational Cessation levels.

2018, we acquired TinBu, LLC (“TinBu”), a digital publisher and provider of lottery 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.

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.

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.

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

see Item 3, “Legal Proceedings”, “TinBu Complaint”.

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”.)

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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of November 2022.

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

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

noted above, since the Operational Cessation, the Company has had minimal day-to-day operations and has primarily focused on restarting certain of its core businesses.

The Company has developed a three-phase plan to recommence its operations, which plan is

outlined below.

1 - Relaunch B2B API Platform .

During the Operational Cessation, the Company maintained positive relationships with its ticket-printing

and courier partners, as well as several distribution partners that have been found to be in compliance with local, state, and federal

rules related to ticket procurement and distribution.

These partners have implemented the Lottery.com API and have advised the Company

that they expect to be ready to offer lottery games to their customers through their sales channels when the Company resumes operations.

As such, the Company believes that it has sufficient demand to resume operation of its B2B API platform operations, assuming it is able

to maintain the core employee team to manage the lottery ticket fulfillment process and access sufficient capital to relaunch Project

Nexus, which was designed to, among other things, handle high levels of user traffic and transaction volume, while maintaining expediency,

security, and reliability in the administrative and back-office functionality required by the B2B API.

Our B2B API Platform resumed limited

operations in April 2023.

The B2B platform is currently offline to migrate it to the Company’s new platform, NEXUS.

2 - Resume B2C Platform Operations.

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

summer of 2024.

As of the date of this Amended Report, the Company expects that it will initially relaunch its B2C Platform to customers in

Texas for a period of time before rolling it out to other 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.

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 relaunched its sweepstakes business in April 2024.

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 and Phase 2, 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 to supply legitimate domestic lottery games, and reviving other products and services that were

under development when the Operational Cessation occurred.

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

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

of the date of this Amended Report, 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 Amended 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 overhaul its systems of internal control over financial reporting and

invest in additional legal, accounting, and financial resources.

if the Company’s three phase plan to recommence its operations is successful, there can be no assurance that the Company will be

able to maintain compliance with the applicable Listing Rules, or that the hearings panel will continue to stay the delisting of the

Company’s securities from Nasdaq.

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

2 unchanged sentences

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

to fund its operations and/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.

We may not be able to restart our operations and/or generate sufficient funding

to support such operations in the future.

The Company’s ability to continue its current operations, prepare and file its periodic

reports, and restart its prior operations, is dependent upon obtaining new financing.

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

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 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 Amended 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.”

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.

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.”

and Compliance

5 unchanged sentences

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

and gaming laws are generally based upon declarations of public policy designed to protect consumers from fraud and other misdeeds and

the viability and integrity of the games, while raising revenues for the particular country, state, or other authorizing jurisdiction.

To accomplish these goals, stringent laws and regulations have been established per jurisdiction to ensure that participants in the industry

meet certain standards which may require participants to:

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:

that games are conducted fairly and honestly;

18 unchanged sentences

- Regulatory and Compliance Risks - If the Interstate Wagering Amendment is interpreted or applied to prohibit transmissions to foreign

countries, it could have a negative impact on our business, financial condition, and results of operations.”

addition, the U.S Wire Act of 1961 provides that anyone engaged in the business of betting or wagering that knowingly uses a wire

communication facility for the transmission in interstate or foreign commerce of bets or wagers or information assisting in the

placing of bets or wagers on any sporting event or contest, or for the transmission of a wire communication that entitles the

recipient to receive money or credit as a result of bets or wagers, or for information assisting in the placing of bets or wagers,

may be fined or imprisoned, or both.

The Wire Act provides, however, that it shall not be construed to prevent the transmission in

interstate or foreign commerce of information for use in news reporting of sporting events or contests, or for the transmission of

information assisting in the placing of bets or wagers on a sporting event or contest from a state or foreign country where betting

on that sporting event or contest is legal into a state or foreign country in which such betting is legal.

In late 2011, the Office

of Legal Counsel (the “OLC”) in the U.S.

Department of Justice (the “DOJ”) issued an opinion that concluded

the conduct prohibited by the Wire Act was limited to sports gambling;

however, in January 2019, the OLC issued a new opinion (the

“2019 Opinion”) that concluded that the restrictions in the Wire Act on the transmission in interstate or foreign

commerce of bets and wagers was not limited to sports gambling but applied to all bets and wagers, including those involving state

Reinterpretation of the federal Wire Act by the OLC threatened certain online lottery sales, leading to litigation in

which the First Circuit Court of Appeals (the “First Circuit”) which determined that the Wire Act applies only to

interstate wire communications related to sporting events or contests and not lottery games.

Finding that the declaratory judgment

was an adequate remedy at law, however, the First Circuit declined to set aside the 2019 Opinion under the Administrative Procedure

jurisdictions, it could have a negative impact on our business, financial condition, and results of operations.”

addition, the U.S Wire Act of 1961 provides that anyone engaged in the business of betting or wagering that knowingly uses a wire communication

facility for the transmission in interstate or foreign commerce of bets or wagers or information assisting in the placing of bets or

wagers on any sporting event or contest, or for the transmission of a wire communication that entitles the recipient to receive money

or credit as a result of bets or wagers, or for information assisting in the placing of bets or wagers, may be fined or imprisoned, or

The Wire Act provides, however, that it shall not be construed to prevent the transmission in interstate or foreign commerce of

information for use in news reporting of sporting events or contests, or for the transmission of information assisting in the placing

of bets or wagers on a sporting event or contest from a state or foreign country where betting on that sporting event or contest is legal

into a state or foreign country in which such betting is legal.

In late 2011, the Office of Legal Counsel (the “OLC”) in

Department of Justice (the “DOJ”) issued an opinion that concluded the conduct prohibited by the Wire Act was limited

to sports gambling;

however, in January 2019, the OLC issued a new opinion (the “2019 Opinion”) that concluded that the restrictions

in the Wire Act on the transmission in interstate or foreign commerce of bets and wagers was not limited to sports gambling but applied

to all bets and wagers, including those involving state lotteries.

Reinterpretation of the federal Wire Act by the OLC threatened certain

online lottery sales, leading to litigation in which the First Circuit Court of Appeals (the “First Circuit”) which determined

that the Wire Act applies only to interstate wire communications related to sporting events or contests and not lottery games.

that the declaratory judgment was an adequate remedy at law, however, the First Circuit declined to set aside the 2019 Opinion under

the Administrative Procedure Act.

In addition to the First Circuit’s decision, the U.S.

Circuit Court of Appeals for the Fifth Circuit (the “Fifth

Circuit”) has previously held the Wire Act prohibitions apply only to sports gambling.

Because many of the Company’s

operations occur outside the jurisdictions of the First Circuit and Fifth Circuit, and because the First Circuit did not set aside

the 2019 Opinion, we are still monitoring the potential impact of the 2019 Opinion on our business.

For more information, see “Item

Risk Factors - Regulatory and Compliance Risks - If there is a final determination on the applicability of the Wire Act to our

operations and it is determined or codified that the Wire Act extends to transmission of lottery games in interstate or foreign

commerce, certain of our operations that are not currently restricted by statute or practice to a state’s territorial

Circuit Court of Appeals for the Fifth

Circuit (the “Fifth Circuit”) has previously held the Wire Act prohibitions apply only to sports gambling.

Because many of

the Company’s operations occur outside the jurisdictions of the First Circuit and Fifth Circuit, and because the First Circuit

did not set aside the 2019 Opinion, we are still monitoring the potential impact of the 2019 Opinion on our business.

For more information,

see “Item 1A.

Risk Factors - Regulatory and Compliance Risks - If there is a final determination on the applicability of the

Wire Act to our operations and it is determined or codified that the Wire Act extends to transmission of lottery games in interstate

or foreign commerce, certain of our operations that are not currently restricted by statute or practice to a state’s territorial

boundaries may be negatively impacted or eliminated, which may have a material adverse effect on our business, financial conditions,

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or may be applicable to our services and fees are subject to interpretation and may change.

For example, in April 2023, the Texas State

Senate passed Senate Bill 1820 (the “Texas Bill”), which among other things, prohibits online lottery gaming and the

use of courier services in Texas.

The Texas Bill was passed by the Texas legislature and became effective on September 1,

compliance with federal, state, territorial and local laws is based on our interpretation of existing applicable laws regarding lottery

95 unchanged sentences

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

we do business in international jurisdictions, our operations are subject to U.S.

and foreign anti-corruption laws and regulations such

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

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

As we continue to expand globally, 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.

members of the Board and all principal executive officers who served in such positions at the time of the 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, Inc.

Because we do business multinationally,

our operations are subject to U.S.

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

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,

being the sole managing member of the LLC.

of the date of this Amended Report, the Company has nine employees and 13 key contractors who remain active in the efforts

to restore Company operations.

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

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

1 unchanged sentence

procedures and contractual provisions, to protect our intellectual property and our brand.

We have been using the LOTTERY.COM trademark since 2017;

have been using the LOTTERY.COM trademark since 2017;

in February 2022, the LOTTERY.COM logo was registered on the Supplemental Register

Patent and Trademark Office.

As of December 31, 2022, the registrations of our LOTTERY.COM, AUTOLOTTO and SPORTS.COM word

marks and SPORTS.COM logo were pending with the U.S.

Patent and Trademark Office.

In March 2023, the U.S.

As of December 31, 2024, the registrations of our LOTTERY.COM word mark was pending with the

Patent and Trademark Office.

denied the registration of the SPORTS.COM word mark and the appeal period has expired.

The registration of the SPORTS.COM logo has also

been denied and the Company is currently considering whether to appeal such denial.

We are also using and/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 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

11 unchanged sentences

internet address is www.lottery.com.

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

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/A

Item 1. Business