What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2025-04-22 compared with 2025-04-09 · 813 added, 16 removed, 1 unchanged (100% of the section changed)

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Common Stock is currently traded on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “LTRY.” Our public

warrants are traded on Nasdaq under the symbol “LTRYW”.

of December 31, 2023, there were 114 holders of record of our common stock and 10 holders of record of our warrants.

to holders of record of our securities we believe, based on Company records, that there are over 6,000 brokerage accounts representing

“street name” holders or beneficial holders whose shares and warrants are held of record by banks, brokers and other financial

institutions.

have not paid any cash dividends on our shares of common stock to date and do not anticipate paying any cash dividends for the foreseeable

The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and

general financial condition as well as general business conditions.

The payment of any cash dividends will be within the discretion of

the Board at such time.

Sales of Unregistered Securities;

Use of Proceeds from Registered Offerings

did not issue any equity securities during the year ended December 31, 2023 that were not registered under the Securities Act and that

have not otherwise been described in a Quarterly Report on Form 10-Q or a Periodic Report on Form 8-K.

during the fiscal year 2023.

common stock and warrants trade on The Nasdaq Global Market under the symbols “LTRY” and “LTRYW,” respectively.

Our failure to remain in full compliance with these requirements may result in our securities being delisted from Nasdaq.

September 11, 2024, the Staff notified the Company that the bid price of its common stock had closed at less than $1 per share over the

previous 30 consecutive business days, and, as a result, did not comply with Nasdaq Listing Rule 5550(a)(1).

Therefore, in accordance

with Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided 180 calendar days to regain compliance with such rule.

reported on form 8-K filed on November 1, 2024, on October 28, 2024, the Company received a letter from Nasdaq stating that based upon

its review of the Company’s Market Value of Publicly Held Shares (“MVPHS”) for the last 30 consecutive business days,

the Company no longer met the minimum requirement of $5,000,000 in MVPHS set forth in Nasdaq Listing Rule 5450(b)(1)(C).

However, under

the Listing Rules, the Company was provided a 180-calendar day grace period to regain compliance.

at any time during the compliance period the Company’s MVPHS closed at $5,000,000 or more for a minimum of ten consecutive business

days, Nasdaq would provide written confirmation of compliance and the matter would be closed.

The Company met this requirement, notified

Nasdaq and on March 6, 2025 received written notification from Nasdaq confirming that the Company has regained compliance with Nasdaq

Listing Rule 5450(b)(1)(C) and the matter is now closed .

The notification also stated that the Company had

regained compliance with Nasdaq Listing Rule 5550(a)(1) and that matter was also closed.

the requirement that we maintain a majority of independent directors and at least three members on our audit committee are Nasdaq requirements

that we currently meet but have not met from time to time.

the Company’s securities are delisted from Nasdaq, it could be more difficult to buy and sell the Company’s common stock

and warrants or to obtain accurate quotations, and the price of the Company’s common stock and warrants could suffer a material

Delisting could also impair the Company’s ability to raise capital or trigger defaults and penalties under its outstanding

agreements or securities.

Further, there is no guarantee that we will be able to maintain our listing for any period of time.

from Nasdaq could also result in negative publicity.

Further, if we are delisted, we would also incur additional costs under state blue

sky laws in connection with any sales of our securities.

These requirements could severely limit the market liquidity of our common stock

or warrants and the ability of our stockholders to sell our common stock or warrants in the secondary market.

If our common stock

or warrants are delisted by Nasdaq, our common stock or warrants may be eligible to trade on an over-the-counter quotation system,

such as the OTCQB Market, where an investor may find it more difficult to sell our stock or obtain accurate quotations as to the market

value of our common stock or warrants.

In the event our common stock or warrants are delisted from The Nasdaq Global Market,

we may not be able to list our common stock or warrants on another national securities exchange or obtain quotation on an over-the

counter quotation system.

$30,000,000 Business Loan

January 4, 2022, AutoLotto entered into a Business Loan Agreement (the “Business Loan”) with bank prov, pursuant to which

the Company borrowed $30,000,000 from bank prov, which was evidenced by a $30,000,000 Promissory Note.

The Promissory Note accrued interest

at the rate of 2.750% per annum (7.750% upon the occurrence of an event of default) and had a maturity date of January 4, 2024.

interest payments were due under the Promissory Note beginning February 4, 2022.

The Promissory Note could be repaid at any time without

The Promissory Note included customary events of default for a debt obligation of the size of the Promissory Note.

Loan included representations and warranties of AutoLotto and covenants (both positive and negative) which were customary for a transaction

of this nature and size, including rights to set off.

Upon the occurrence of an event of default, Provident could declare the entire

amount owed immediately due and payable.

We were required to pay a 1% commitment fee at the time of our entry into the Business Loan,

and another 1% annual loan fee would have been due on the first anniversary thereof.

accordance with the terms of the Business Loan, upon entering into the agreement, $30,000,000 in a separate account with bank prov was

pledged as security for the amount outstanding under the loan (“Collateral Security”).

The $30,000,000 Collateral Security

became restricted and remained restricted until October 12, 2022, when AutoLotto defaulted on its obligations under the Business Loan

and bank prov foreclosed on the $30,000,000 of Collateral Security.

The Collateral Security, which was in the form of restricted cash,

was presented as a contingent liability on the Company’s balance sheet from March 31, 2022 until the obligation was satisfied in

October of 2022.

See Note 3i to our consolidated financial statements for additional information.

Agreement with Woodford Eurasia Assets, Limited

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, of

which, per the Company’s books and records $798,351 was received by December 31, 2024 and is owed pursuant to the terms of the Woodford

Loan Agreement.

Amounts borrowed accrue interest at the rate of 12% per annum (or 22% per annum upon the occurrence of an event of default)

and are due within 12 months of the date of each loan advance.

Amounts borrowed can be repaid at any time without penalty.

borrowed pursuant to the Woodford Loan Agreement are convertible, at Woodford’s option, into shares of the Company’s 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), subject to a 4.99% beneficial ownership

limitation 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.

to the Loan Agreement included the resignation of four prior members of the Board (Lisa Borders, Steven M.

Cohen, Lawrence Anthony DiMatteo

and William Thompson, all of whom resigned from the Board in September 2022), and the appointment of two new independent directors.

loans under the Woodford Loan Agreement also required the Company to comply with all listing requirements, unless waived by Woodford.

The Woodford Loan Agreement also allows Woodford to nominate another director to the Board of Directors, in the event any independent

member of the Board of Directors resigns.

of the loans can only be used by to restart the Company’s operations and for general corporate purposes agreed to by Woodford.

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

customary for a transaction of this size and nature.

Included in the Loan Agreement are covenants prohibiting us from (a) making any

loan in excess of $1 million or obtaining any loan in an amount exceeding $1 million without the consent of Woodford, which consent may

not be unreasonably withheld;

(b) selling more than $1 million in assets;

under the Loan Agreement;

(d) encumbering any assets, except in the normal course of business, and not in an amount to exceed $1 million;

(e) amending or restating our governing documents;

(f) declaring or paying any dividend;

(g) issuing any shares which negatively affects

and (h) repurchasing any shares.

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 then issued and outstanding shares of common stock.

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.

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.

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 Loan Agreement.

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

The Woodford Loan Agreement Amendment provides that Woodford shall henceforth be able to convert, in whole or in part, the outstanding

balance of its loan into the conversion shares at a conversion price that represents a further 25% discount to the original conversion

price of 20%.

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

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

failed to prove the amounts borrowed by the Company or claimed

to have been advanced by Woodford to the Company;

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

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

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

failed to respond to requests

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

and failed to respond to allegations of money laundering and

conspiracy to defraud the Company and others.

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

October 29, 2021, we, as AutoLotto, Inc.

(“AutoLotto”), consummated the Business Combination with Trident Acquisitions Corp.

(“TDAC” and after the Business Combination described herein, the “Company”), pursuant to the terms of that certain

Business Combination Agreement, dated as of February 21, 2021 (the “Business Combination Agreement”), by and among TDAC,

Trident Merger Sub II Corp., a wholly-owned subsidiary of TDAC (“Merger Sub”) and AutoLotto.

Pursuant to the terms of the

Business Combination Agreement, Merger Sub merged with and into AutoLotto with AutoLotto surviving the merger as a wholly owned subsidiary

of TDAC, which was renamed “Lottery.com Inc.” The aggregate value of the consideration paid by TDAC to the holders of AutoLotto

common stock in the Business Combination (excluding shares that may be issued to former AutoLotto stockholders (the “Sellers”)

as earnout consideration) was approximately $440 million, consisting of approximately 2,000,000 shares of common stock valued at $220.00

In addition, each Seller was eligible to receive its pro rata portion of 150,000 Seller Earnout Shares and each Founder Holder

was eligible to receive one-third of 100,000 Founder Holders Earnout Shares, subject to adjustments in the normal course of business.

Conditions for earning the Seller Earnout Shares and Founder Holders Earnout Shares were not met within the designated deadline and all

potential earnout shares were forfeited.

August 9, 2023, the Company amended its Charter to implement, effective at 5:30 p.m., Eastern time, a 1-for-20 Reverse Stock Split.

the effective time of the Reverse Stock Split, every 20 shares of common stock either issued and outstanding or held as treasury stock

were automatically combined into one issued and outstanding share of common stock, without any change in the par value per share.

who would have otherwise been entitled to fractional shares of common stock as a result of the Reverse Stock Split received a cash payment

in lieu of receiving fractional shares.

In addition, as a result of the Reverse Stock Split, proportionate adjustments were made to the

number of shares of common stock underlying the Company’s outstanding equity awards, the number of shares issuable upon the exercise

of the Company’s outstanding warrants and the number of shares issuable under the Company’s equity incentive plans and certain

existing agreements, as well as the exercise, grant and acquisition prices of such equity awards and warrants, as applicable.

Stock Split was approved by the Company’s stockholders at the Company’s 2023 Annual Meeting of Stockholders on August 7,

2023 and was subsequently approved by the Board of Directors on August 7, 2023.

An adjustment was made to the Company’s warrants based on the 1-for-20 split ratio.

The adjustment was made

automatically.

The number of shares of common stock issued subject to stock options, warrants, or convertible securities was automatically

decreased by the split ratio and the exercise price or conversion ratio will automatically be proportionately increased by the same split

effects of the Reverse Stock Split were reflected in the Quarterly Report on Form 10-Q for the period ended September 30, 2023 and in

all subsequent reports for all periods presented.

International Expansion

In June 2021, we closed the

acquisition of Global Gaming, which held 80% of the equity of each of Aganar and JuegaLotto.

Aganar operates in the licensed Online

Lottery market in Mexico and is licensed to sell Mexican National Lottery draw games, instant win tickets, and other games of chance

online with access to a federally approved online casino and sportsbook gaming license.

JuegaLotto is licensed by Mexico authorities

to commercialize international lottery games in Mexico through an authorized gaming portal and to commercialize games of chance in other

countries throughout Latin America.

As of the date of this Report, according to Statista, the estimated size of the Latin American lottery

market is $.68 billion with a compound annual growth rate projected at 6.05% through 2028.

Furthermore, it is projected that there will

be 3,000,000 online lottery players in the South American lottery market alone by 2028.

Based on these projections, we believe these

acquisitions will provide opportunities for growth of our international operations throughout Mexico and Latin America as we expand our

portfolio of products and expose our existing products to new markets.

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 and TinBu in the U.S.

were unaffected by the 2022 Operational Cessation and continued operations).

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”).

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

Our Ticket Processing Platform resumed limited

operations for the month of April 2023.

As of the date of this Report, our B2C Platform is not currently available to the public.

anticipate that our B2C Platform will become available again by mid-year 2025.

WinTogether Platform

Prior to the U.S.

2022 Operational

Cessation, we operated and administered of all sweepstakes offered by WinTogether, a 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 the 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 2022 Operational Cessation, until all sweepstakes campaigns were completed, and all prizes awarded.

On March 29, 2023,

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

The suspension of the relationship was rescinded

by the WinTogether board on November 16, 2023.

WinTogether is now operating under the DonateTo.Win brand.

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, the Company’s 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 Aganar and JuegaLotto have decreased their expenses and has had their

revenues remain consistent or decrease slightly from pre-Operational Cessation levels.

TinBu has decreased its expenses and had their

revenues remain consistent for a period of time but revenue is now beginning to decrease 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.

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 ” for

more information about our relationship with Tinbu.

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

Our data is constantly monitored to ensure accuracy and timely delivery.

We are not required to obtain licenses or approvals from the

lottery authorities to pull this primary source data or to acquire the data from such dedicated feeds.

Commercial acquirers of our Data

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

additionally 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

June 30, 2021, we acquired 100% of the equity of Global Gaming Enterprises, Inc., a Delaware corporation (“Global Gaming”),

which holds 80% of the equity of each of Medios Electronicos y de Comunicacion, S.A.P.I de C.V.

(“Aganar”) and JuegaLotto,

(“JuegaLotto”).

JuegaLotto is federally licensed by the Mexican regulatory authorities with jurisdiction over

the ability to commercialize lottery games in Mexico through an authorized federal gaming portal and to commercialize games of chance

in other countries throughout Latin America.

Aganar has been operating in the licensed Online Lottery market in Mexico since 2007 and

has certain rights to sell Mexican National Lottery draw games, instant win tickets, and other games of chance online with access to

a federally approved online casino and sportsbook gaming license and additionally issues a proprietary scratch lottery game in Mexico

under the brand name Capalli.

See “ Item 1A.

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

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

Such capital may not be available on commercially acceptable terms,

If we do not receive the additional capital, we may be forced to curtail or abandon our plans to recommence our operations

and we may need to permanently cease our operations” 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.

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

state of Florida under AutoLotto, Inc, a wholly owned subsidiary (“Sports.com”).

Sports.com is currently available

worldwide as a website and a mobile application.

Holdings, LTD

On September 28, 2023, the company

entered into Stock Purchase Agreement with the shareholders of Nook Holdings Limited (“Nook”), a private limited company incorporated

and registered in the Abu Dhabi Global Market, Abu Dhabi, United Arab Emirates (“UAE”).

The total purchase price is approximately

$2.314 million.

The Company made three payments totaling $137,500 in the fourth quarter of 2023 and anticipates the transaction closing

during the second quarter of 2025.

Nook is known for its innovative approach to co-working in Dubai and has procured 200 licenses for

individuals and companies in the sports, health and wellness sector seeking access to Dubai and the broader Middle Eastern market.

its exclusive partnership with the Dubai Multi-Commodities Centre Free Zone (DMCC), Nook offers a wide range of services, including business

setup support, insurance, VAT registration, and networking opportunities for like-minded sports entrepreneurs.

As part of the acquisition,

Nook will be rebranded under the Sports.com umbrella.

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

businesses in the United States.

The Company has developed a phased plan to recommence its U.S.

Phase 1 - Resume B2C Platform

The Company believes that it will be in a position to relaunch its B2C Platform by mid-year 2025.

As of the date of this

Report, the Company expects that it will initially relaunch its B2C Platform to customers in a limited number of US and International markets before rolling

it out to other jurisdictions.

The Company may elect to accelerate the relaunch of its Platform to customers in another state.

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 geared towards encouraging prior customers to return to the Platform and to acquire new customers.

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.

The launch 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 $63,346.

The Company believes that this

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

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

(the “Listing Rules”).

See, “ Risk Factors - Risks Related to Our Common Stock and Warrants – Although we are

not currently in full compliance with the continued listing standards of Nasdaq, we may not be able to remain in full compliance with

Nasdaq’s continued listing standards in the future .” Additionally, under its new management, the Company continues to

work to improve its disclosure and reporting controls.

Also, the Company plans to continue to improve 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 recommence its operations is successful, there can be no assurance that the Company will be able to remain in compliance

with the applicable Nasdaq 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.

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

support such operations in the future.

The Company’s ability to continue its current operations, prepare and refile deficient and

restated 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 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.

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 the 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.

Components of Our Results of Operations (Prior to the U.S.

2022 Operational

from B2C Platform.

Our revenue is the retail value of the acquired lottery game and the convenience fee charged to the user, which

we impose on each lottery game purchased from our B2C Platform.

The amount of the convenience fee is based upon several factors, including

the retail value of the lottery game purchased by a user, the number of lottery games purchased by a user, and whether such user is located

within the U.S.

or internationally.

Currently, in the U.S, the minimum convenience fee is $0.50 for the purchase of a $1 lottery game

and $1 for the purchase of a $2 lottery game;

the convenience fee for additional lottery games purchased in the same transaction is 6%

of the face value of all lottery games purchased.

For example, the convenience fee for the purchase of five $2 tickets is $1.60, comprised

of the $1 base service fee, plus 6% of the aggregate value of the face value of all lottery games purchased.

The Company did not operate

its B2C platform in 2024.

Internationally,

B2C sales in jurisdictions where we do not have direct or indirect authority generate an immaterial amount of revenue, and we are assessing

our operations in these jurisdictions.

As discussed above, our B2C Platform is not currently operational.

We anticipate that our B2C

Platform will become operational by mid-year 2024.

Revenue from B2B API.

with our third-party commercial partner(s), we agree on the amount of the technology usage fee to be imposed on the sale of each lottery

game purchased through the B2B API, if any, together with a service fee to be charged to the user;

we receive up to 50% of the net revenues

from such technology usage fee and service fee pursuant to our commercial agreement with each commercial partner.

As discussed above,

following the 2022 Operational Cessation, our B2B API Platform resumed limited operations in April 2023.

Data Services.

acquirers of our Data Service pay a subscription for access to the Data Service and, for acquisition of certain large data sets, an additional

per record fee.

The Company additionally enters into multi-year contracts pursuant to which it sells proprietary, anonymized transaction

data pursuant to multi-year agreements and in accordance with our Terms of Service in consideration of a fee.

Our Data Services operations

were not impacted by the 2022 Operational Cessation.

Company Operating Costs and Expenses

Personnel costs include salaries, payroll taxes, health insurance, worker’s compensation and other benefits for management

and office personnel.

Professional fees include fees paid for legal and financial advisors, accountants and other professionals related to the Business

Combination and other transactions.

and Administrative.

General and administrative expenses include marketing and advertising expenses, office and facilities lease payments,

travel expenses, bank fees, software dues and subscriptions, expensed research and development (“R&D”) costs and other

fees and expenses.

and Amortization.

Depreciation and amortization expenses include depreciation and amortization expenses on real property and other

Key Trends and Factors Affecting Our Results

The following describes the trends

associated with our business prior to the U.S.

Operational Cessation that have impacted, and which we expect will continue to impact,

our business and results of operations in a material way:

International

We face challenges related to expanding our footprint globally and the related process of obtaining the licenses and

regulatory approvals necessary to provide services and products within new and emerging markets.

The international jurisdictions where

we operate and seek to expand have been subject to increasing foreign currency fluctuations against the U.S.

dollar, inflationary pressures

and political and economic instability.

We expect these trends to continue during fiscal 2025 and believe they are likely to affect consumer

spending, which could have a material impact on our revenues.

As a result, it may take longer to achieve projected revenue gains or generate

cash in any such regions affected or any new foreign jurisdiction into which we expand.

of a new gaming platform .

We developed a proprietary, blockchain-enabled gaming platform, which we named Project Nexus.

Project Nexus

is designed to handle high levels of user traffic and transaction volume, while maintaining expediency, security, and reliability in

(i) the processing of lottery game sales, (ii) fulfillment of retail requirements of the B2C Platform, (iii) the administrative and back-office

functionality required by our B2B API, and (iv) the requirements of our claims and redemption process.

We expect to utilize this platform

to launch new products, including any proprietary products we may introduce.

The introduction of new technology like Project Nexus is

subject to risks including, among other things, implementation delays, issues successfully integrating the technology into our solutions,

or the possibility that the technology does not produce the expected benefits.

growth plans and the competitive landscape.

Our direct competitors operate in the global entertainment and gaming industries and,

like us, seek to expand their product and service offerings with integrated products and solutions.

Our short-to-medium term focus is

on increasing our penetration in our existing U.S.

jurisdictions by increasing direct to consumer marketing campaigns, introducing our

B2C Platform into new U.S.

and select foreign jurisdictions and acquiring synergistic regulated and sports betting enterprises domestically

in the sale of online lottery games has significantly increased in recent years, is currently characterized by intense price-based competition,

and is subject to changing technology, shifting needs and frequent introductions of new games, development platforms and services.

maintain our competitive edge alongside other established industry players (many of which have more resources, or capital), we expect

to incur greater operating short-term expenses, such as increased marketing expenses, increased compliance expenses, increased personnel

and advisory expenses associated with being a public company, additional operational expenses and salaries for personnel to support expected

growth, additional expenses associated with our ability to execute on our strategic initiatives including our aim to undertake merger

and acquisition activities, as well as additional capital expenditures associated with potential further development of Project Nexus,

the initial phase of which was implemented in the second quarter of 2022.

Current Plan of Operations (Exclusive of Subsidiaries, Tinbu LLC, Aganar

and JuegaLotto)

As of the date of this Report,

the Company’s primary revenue drivers are the resumption of its B2B API platform, the full resumption of its sweepstakes business and the launch of Sports.com.

It is anticipated

that operational costs for the next 12 months through April 30, 2026 will be greater than revenues.

It is anticipated that the liquidity

gap will be satisfied by equity investment or debt incurred, of which there is no assurance.

We anticipate that our B2C Platform will

become operational by mid-year 2025.

the next 12 months, the Company plans to continue to expand in domestic and international operations.

The Moreover, the Company plans

to enhance its mobile application to include pool plays, ticket subscriptions, loyalty programs and various gamification modules.

The Company is moving forward with its previously announced plans to monetize

the Sports.com brand.

Those plans include introducing an advertising-supported subscription model;

the creation and licensing of original

content through Sports.com Studios;

and completing the acquisition of Nook and marketing business licenses to companies in the sports,

health and wellness markets seeking access to Dubai and the broader Middle Eastern market.

of Operations

consolidated financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include

adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should

we be unable to continue in operation.

We will require additional capital to meet our long-term operating requirements.

raise additional capital through, among other things, the sale of equity or debt securities.

Ended December 31, 2024 Compared to Year Ended December 31, 2023

following table summarizes our results of operations for the years ended December 31, 2024 and December 31, 2023, respectively.

For the Year Ended December 31,

Cost of revenue

Operating expenses:

Personnel costs

Professional fees

General and administrative

Depreciation and amortization

Total operating expenses

Loss from operations

Other expenses

Interest expense

Other expenses

Reserve for loss of prepaid advertising

Loss on impairment of intangibles & goodwill

Total other expenses, net

Net loss before income tax

Income tax expense (benefit)

Other comprehensive loss

Foreign currency translation adjustment, net

Comprehensive loss

Net income (loss) attributable to noncontrolling interest

Net loss attributable to Lottery.com, Inc.

Revenue for the year ended December 31, 2024 was $1.07

million, a decrease of $5.95 million, or (85)%, compared to revenue of $7.02 million for the year ended December 31, 2023.

is primarily because revenue from the bulk ticket sale that took place in April of 2023 did not reoccur in 2024.

Cost of Revenue.

Cost of revenue

includes product costs, commission expense to affiliates and commercial partners, and merchant processing fees.

Cost of revenue for the

year ended December 31, 2024 was $321,000, a decrease of $5.35 million, or 94%, compared to cost of revenue of $5.67 million for the year

ended December 31, 2023.

The decrease in COGS is because the costs for tickets and commissions to a retail partner resulting from the

bulk ticket sale that took place in April of 2023 did not reoccur in 2024.

Gross Profit.

Gross profit for

the year ended December 31, 2024 was $745,000, compared to $1.35 million for the year ended December 31, 2023, a decrease of $603,000,

This decrease is primarily because the bulk ticket sale that took place in April of 2023 did not reoccur in 2024.

Operating Costs and Expenses

the Year Ended December 31,

Operating expenses:

Personnel costs

Professional fees

General and administrative

and amortization

operating expenses

expenses for the year ended December 31, 2024 were $18.9 million, a decrease of $96,000, or (1%), compared to $19.0 million for the year

ended December 31, 2023.

Changes in personnel costs and general and administrative expenses essentially offset and there was a net decrease

of $96,000 between professional fees and depreciation and amortization.

Personnel Costs.

costs increased by $191,000, or 4%, from $4.6 million for the year ended December 31, 2023, to $4.8 million for the year ended

December 31, 2024.

The increase was due primarily due to increases in base compensation and related payroll taxes for the

Company’s three officers approved by the Compensation Committee of our Board of Directors for 2024.

Professional Fees.

fees decreased by $218,000, or (5%) from $5.65 million for the year ended December 31, 2023 to $5.44 million for the year ended December

Utilization of contract attorneys and accountants was lower in 2024 than it was in 2023 when the company was under significant

pressure to file amended and delinquent 10-K’s and 10-Q’s in order to regain compliance with SEC reporting requirements and

Nasdaq listing rules.

General and Administrative.

General and administrative expenses of $3.7 million for the year ended December 31, 2024 are $198,000, (5%) lower than the $3.88

million reported for the year ended December 31, 2023.

Marketing expenses and expenses for software services lower for the year ended

December 31, 2024 than for the year ended December 31, 2023.

Depreciation and Amortization.

Depreciation and amortization increased $129 thousand, or (3%), from $4.9 million for the year ended December 31, 2023 to $5.0 million

for the year ended December 31, 2024.

Part of the increase was due to amortization of new intangible assets resulting from the SM&I

Ltd acquisition in September of 2024 and the rest was the result of revised amortization expenses over remaining useful lives after recognizing

impairments at the end of the three months ended September 30, 2024.

the Year Ended December 31,

Other expenses

Interest expense

Reserve for loss of prepaid advertising

on impairment of intangibles & goodwill

other expenses, net

Interest expense increased by $100,000, or (24%), for the year ended December 31, 2024, from $409,000 thousand to $509,000

as compared with the year ended December 31, 2023.

This increase is due to interest accruals on convertible debt placed by Univest in December

of 2023 which was present for a longer period in 2024 vs for only part of one month in 2023 and for interest accrued on additional convertible debt

placed by Univest between January and April of 2024.

Other expense increased by $832,000, or 610%, for the year ended December 31, 2024 as compared to the year ended December

31, 2023 from $136,000 to $969,000.

This increase was driven primarily by payment of a commitment fee for a Stock Purchase Agreement

entered into in November of 2024.

for loss of prepaid advertising credits.

Reserve for loss of prepaid advertising credits increased by $4.75 million for the year

ended December 31, 2024 as compared to the year ended December 31, 2023.

This increase was driven primarily by concern about management’s

assessment regarding the Company’s ability to fully utilize the advertising credits.

on impairment of intangibles & goodwill decreased

to $4.3 million or 43% from $7.5 million for the year ended December 31, 2024.

For the quarter ended September 30, 2024, the Company

wrote-off goodwill of $1.57 million related to the TinBu subsidiary and $1.91 million related to the Global Gaming subsidiary and

$817,000 related to intangible assets of Global Gaming.

There were no other write-offs to goodwill and intangibles during the year

ended December 31,2024.

For the year ended December 31 2023, there were write-offs to goodwill of $5.6 million related to the TinBu

subsidiary and $1.1M related to the Global Gaming subsidiary as well as write offs of $800,000 related to intangible assets of

Global Gaming for a total of $7.5 million.

and Capital Resources

Prior to the 2022 Operational

Cessation, our primary need for liquidity was to fund working capital requirements of our business, growth, capital expenditures and for

general corporate purposes.

Our primary source of liquidity had historically been funds generated by financing activities.

Upon the Closing

of the business combination on October 29, 2021, we received net proceeds of approximately $42.8 million in cash.

Following the 2022 Operational

Cessation, our primary need for liquidity has been to fund the restart of our business operations, re-hire employees and pay our expenses.

The most likely source of such future funding presently available to us is through additional borrowings under loan agreements or through

the issuance of equity or debt securities.

If lenders do not advance us amounts as agreed under loan agreements or we are otherwise not

able to secure the necessary capital to restart our operations, hire new employees, and obtain funding sufficient to support and restart

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

which could cause the value of our securities to become worthless.

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

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

For more information, see Note 2 - Significant Accounting Policies ,

Going Concern to the consolidated financial statements included herein, as well as the risk factors included in Item 1A of this Report

entitled “ In July 2022, we furloughed the majority of our employees and suspended our lottery game sales operations after determining

that we did not have sufficient financial sources to fund our operations or pay certain existing obligations, including our payroll and

related obligations.

As a result, we may not be able to continue as a going concern ” and “ [w]e need additional capital

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

Such capital may not be available

on commercially acceptable terms, if at all.

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

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

Debt Obligations

to the Closing, we funded our operations through the issuance of convertible promissory notes.

August to October 2017, the Company entered into seven Convertible Promissory Note Agreements with unaffiliated investors for an aggregate

amount of $821,500.

The notes bore interest at 10% per year, were unsecured, and were due and payable on June 30, 2019.

The Company and

the noteholders executed amendments in February 2021 to extend the maturity date to December 21, 2021.

November 2019 through October 28, 2021, we issued approximately $48.2 million in aggregate principal amount of Series B convertible promissory

The notes bore interest at 8% per year, were unsecured, and were due and payable on dates ranging from December 2020 to December

For those promissory notes that would have matured on or before December 31, 2020, the parties extended the maturity date to December

21, 2021 through amendments executed in February 2021.

The amendments also allowed for automatic conversion to equity as a result of

the Business Combination.

Nearly all of the aforementioned promissory notes automatically converted into shares of Common Stock or were

terminated pursuant to their terms, as applicable, in connection with the Closing.

Those that remain outstanding do not have conversion

terms that were triggered by the Closing.

prior to the Closing, approximately $60.0 million of convertible debt was converted into equity of AutoLotto.

As of December 31, 2024, we had

$2,088,135 of convertible debt outstanding.

A portion of this debt has matured and is theoretically in default.

“- Recent Developments- Loan Agreement with Woodford ” and “Loan Agreement with United Capital Investments

London Limited” above for additional information.

Net cash used by operating activities

was $1.52 million for the year ended December 31, 2024, compared to net cash used by operating activities of $2.1 million for the year

ended December 31, 2023.

Factors affecting changes in operating cash flows were stock-based compensation expense along with decreased

expenses for personnel costs, and sales and marketing activities in 2024 as compared to 2023.

Net cash used in investing activities during

the year ended December 31, 2024 was $1.5 million, compared to $0 for the prior year.

Net cash provided by financing activities was $2.88

million for the year ended December 31, 2024, compared to $2.27 million used by financing activities for the year ended December 31, 2023.

The increase was due to funding received under convertible debt arrangements in 2024.

in or Adoption of Accounting Practices

following U.S.

GAAP standards have been recently issued by the Financial Accounting Standards Board (the “FASB”).

in the process of assessing the impact of these new standards on future consolidated financial statements.

Pronouncements that are not

applicable or where it has been determined do not have a significant impact on the Company have been excluded herein.

606, Revenue from Contracts with Customers

May 2014 and December 2016, the FASB issued several Accounting Standards Updates (“ASUs”)’s on ASC 606, which updates

superseded nearly all previous revenue recognition guidance under U.S.

The core principle is to recognize revenues when promised

goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled

for those goods or services.

A five-step process has been defined to achieve this core principle, and, in doing so, more judgment and

estimates may be required within the revenue recognition process than are required under existing U.S.

The standards are effective

for annual periods beginning after December 15, 2017 using either of the following transition methods:

(i) a full retrospective approach

reflecting the application of the standards in each prior reporting period with the option to elect certain practical expedients;

(ii) a retrospective approach with the cumulative effect of initially adopting the standards recognized at the date of adoption (which

includes additional footnote disclosures).

The Company adopted these standards effective on January 1, 2018, and management concluded

the adoption of this standard did not result in any financial statement impacts or changes to revenue recognition policies or processes

as revenue is primarily derived from arrangements in which the transfer of control coincides with the fulfillment of performance obligations.

Accounting Policies

financial statements are prepared in conformity with U.S.

Certain of our accounting policies require that management apply significant

judgments and estimates in defining the appropriate assumptions integral to financial estimates.

Judgments are based on historical experience

and other factors that we believe to be reasonable under the circumstances, such as terms of contracts, industry trends and information

available from outside sources, as appropriate.

However, by their nature, judgments are subject to an inherent degree of uncertainty,

and therefore actual results could differ from our estimates.

We have applied significant estimates and assumptions related to the following:

and Cost Recognition

May of 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09,

Revenue from Contracts with Customers (Topic 606) (“ASC 606”), amending revenue recognition guidance and requiring a more

structured approach to measuring and recognizing revenue as well as provide more detailed disclosures to enable users of financial statements

to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers.

guidance is effective for accounting periods commencing on or after January 1, 2018.

have applied ASC 606 to all revenue contracts.

The core principle of ASC 606 is that an entity recognizes revenue to depict the transfer

of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in

exchange for those goods or services.

Revenues are generally recognized upon the transfer of control of promised products provided to

our users, customers and subscribers, reflecting the amount of consideration we expect to receive for those products.

We enter into contracts

that can include various products, which are generally capable of being distinct and accounted for as separate performance obligations.

Revenue is recognized net of any taxes collected from users, commercial partners and subscribers, which are subsequently remitted to

governmental authorities.

The revenue recognition policy is consistent for sales generated directly with users and sales generated indirectly

through affiliates, other solution partners, and our commercial partners.

are recognized upon the application of the following steps:

Identification of a contract or contracts with a user,

customer or subscriber;

Identification of performance obligation(s) in the

Determination of the transaction price;

Allocation of the transaction price to the performance

obligations in the contract;

Recognition of revenue when, or as, the performance

obligation is satisfied.

with users and customers for lottery game sales are at the point of sale and may include transfer of multiple products to a user or a

customer and generally do not require future obligations.

In these situations, the Company generally considers each transferred product

as a separate performance obligation.

The Company also has contracts with subscribers for the continued delivery of lottery and anonymized

transaction data over a defined period of time.

In accounting for these contracts, the Company generally considers each set of data as

a separate performance obligation and recognizes revenue on their delivery ratably over the service period of the agreement.

The Company’s

products are sold without a right of return or refund;

the Company’s terms of service and contracts generally include specific

language that disclaims any warranties.

both financial accounting and tax reporting purposes, the Company reports income and expenses based on the accrual method of accounting.

federal and state income tax purposes, the Company reports income or loss from their investments in limited liability companies on the

consolidated income tax returns.

As such, all taxable income and available tax credits are passed from the limited liability companies

to the individual members.

It is the responsibility of the individual members to report the taxable income and tax credits, and to pay

any resulting income taxes.

Therefore, in relation to the income and losses incurred by the limited liability companies, they have been

consolidated in the Company’s tax return and provision based upon its relative ownership.

taxes are accounted for in accordance with ASC 740, “ Income Taxes ” (“ASC 740”), using the asset and liability

Under this method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to

temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which

these temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in

tax rates is recognized in income in the period that includes the enactment date.

A valuation allowance is provided for those deferred

tax assets for which it is more likely than not that the related benefit will not be realized.

Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (i) the Company determines

whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position;

(ii) for those tax positions that meet the more likely than not recognition threshold, the Company recognizes the largest amount of tax

benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

The Company’s

policy is to recognize interest and penalties related to the underpayment of income taxes as a component of income tax expense or benefit.

To date, there have been no interest or penalties charged in relation to the unrecognized tax benefits.

the taxing authorities can audit the previous three years of tax returns and in certain situations audit additional years.

tax purposes, the Company’s 2020 through 2023 tax years generally remain open for examination by the tax authorities under the

normal three-year statute of limitations.

For state tax purposes, the Company’s 2019 through 2023 tax years remain open for examination

by the tax authorities under the normal four-year statute of limitations.

a business combination, substantially all identifiable assets, liabilities and contingent liabilities acquired are recorded at the date

of acquisition at their respective fair values.

One of the most significant areas of judgment and estimation relates to the determination

of the fair value of these assets and liabilities, including the fair value of contingent consideration, if applicable.

If any intangible

assets are identified, depending on the type of intangible asset and the complexity of determining its fair value, an independent external

valuation expert may develop the fair value, using appropriate valuation techniques, which are generally based on a forecast of the total

expected future net cash flows.

These valuations are linked closely to the assumptions made by our management regarding the future performance

of the assets concerned and any changes in the discount rate applied.

value of financial assets and financial liabilities

value of financial assets and financial liabilities recorded in the consolidated statements of financial position, which cannot be derived

from active markets, is determined using a variety of techniques including the use of valuation models.

The inputs to these models are

derived from observable market data where possible, but where observable market data is not available, judgment is required to establish

Judgment includes, but is not limited to, consideration of model inputs such as volatility, estimated life and discount

value of stock options and warrants

use the Black-Scholes option-pricing model to calculate the fair value of stock options and warrants.

Use of this method requires management

to make assumptions and estimates about the expected life of options and warrants, anticipated forfeitures, the risk-free rate, and the

volatility of our share price.

In making these assumptions and estimates, management relies on historical market data.

useful lives, depreciation of property, plant and equipment, and amortization of intangible assets

of property, plant and equipment and amortization of intangible assets is dependent upon estimates of useful lives based on management’s

The assessment of any impairment of these assets is dependent upon estimates of recoverable amounts that consider factors such

as economic and market conditions and the useful lives of assets.

and intangible assets

and indefinite life intangible asset impairment testing require us to make estimates in the impairment testing model.

On an annual basis,

we test whether goodwill and indefinite life intangible assets are impaired.

Impairment is influenced by judgment in defining a cash-generating

unit (“CGU”) and determining the indicators of impairment, and estimates used to measure impairment losses.

The recoverable

amount is the greater of value in use and fair value less costs to sell.

The recoverable value of goodwill, indefinite and definite long-lived

assets is determined using discounted future cash flow models, which incorporate assumptions regarding projected future cash flows and

capital investment, growth rates and discount rates.

Tax Asset and Valuation Allowance

for deferred tax assets, including those arising from tax loss carry-forwards, requires management to assess the likelihood that we will

generate sufficient taxable earnings in future periods in order to utilize recognized deferred tax assets.

Assumptions about the generation

of future taxable profits depend on management’s estimates of future cash flows.

In addition, future changes in tax laws could

limit our ability to obtain tax deductions in future periods.

To the extent that future cash flows and taxable income differ significantly

from estimates, the ability of the Company to realize the net deferred tax assets recorded at the reporting date could be impacted.

Growth Company Accounting Election

102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards

until private companies are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company

can choose not to take advantage of the extended transition period and comply with the requirements that apply to non-emerging growth

companies, and any such election to not take advantage of the extended transition period is irrevocable.

We are an “emerging growth

company” as defined in Section 2(a) of the Securities Act of 1933, as amended, and have elected to take advantage of the benefits

of this extended transition period.

We expect to remain an emerging growth company through the end of the 2024 fiscal year and we expect

to continue to take advantage of the benefits of the extended transition period.

This may make it difficult or impossible to compare

the financial results with the financial results of another public company that is either not an emerging growth company or is an emerging

growth company that has chosen not to take advantage of the extended transition period exemptions for emerging growth companies because

of the potential differences in accounting standards used.

Quantitative and Qualitative Disclosures About Market Risk.

a “smaller reporting company” as defined by Rule 10(f)(1) of Regulation S-K, the Company is not required to provide this

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 5. Market for Registrant’s Common Equity