AutoLotto, Inc., doing business as Lottery.com (“Lottery.com” or
the “Company”), a leading technology company that is transforming
how, where and when lottery is played, today announced that the
Securities and Exchange Commission (“SEC”) declared effective the
Registration Statement on Form S-4 (“Registration Statement”) in
connection with its proposed business combination with Trident
Acquisitions Corp. (“Trident”) (Nasdaq: TDAC, TDACW, TDACU), a
publicly-traded special purpose acquisition company.
Trident will hold a special meeting of its
stockholders via a live webcast at
https://www.cstproxy.com/tridentacquisitions/2021 on October 28,
2021 at 10:00 a.m., Eastern standard time (“Special Meeting”) for
its stockholders of record as the close of business on October 13,
2021 to vote on the proposed business combination, as well as other
proposals. Trident has also filed with the SEC a definitive proxy
statement/prospectus relating to the proposed business combination
and has commenced mailing the definitive proxy statement/prospectus
to its stockholders as of the record date. The business combination
is expected to close shortly after the Special Meeting, subject to
stockholder approvals and satisfaction of other customary closing
conditions.
“We are extremely pleased to have reached
another critical milestone and make additional progress toward
becoming a public company,” said Tony DiMatteo, Chief Executive
Officer of Lottery.com. “Through our strong brand and easy to use
online gaming platform, we have been able to achieve excellent
growth, and we believe the completion of our business combination
will allow us to accelerate the execution of our growth
strategy.”
Vadim Komissarov, Chief Executive Officer of
Trident added, “Lottery.com has demonstrated its ability to
capitalize on the transition to online gaming and we believe it has
tremendous growth potential as this trend continues. We encourage
our fellow Trident shareholders to support this business
combination that is expected to help Lottery.com realize this
potential.”
Following the closing of the business
combination, the combined company’s shares of common stock and
public warrants are expected to trade on The Nasdaq Global Market
under the symbols “LTRY” and “LTRYW”, respectively.
About Lottery.com
Lottery.com is a leading technology company that
is transforming how, where and when lottery is played. Its engaging
mobile and online platforms enable players and commercial partners
located in the United States and internationally to remotely
purchase legally sanctioned lottery games. Fans and subscribers
look to Lottery.com for compelling, real-time results on more than
800 lottery games from more than 40 countries. Additionally,
through WinTogether.org, Lottery.com is fundamentally changing how
non-profit donors are incentivized to action by gamifying
charitable giving. In all that it does, Lottery.com’s mission
remains the same: an uncompromising passion to innovate, grow a new
demographic of enthusiasts, deliver responsible and trusted
solutions, and promote community and philanthropic initiatives. For
more information, visit http://www.lottery.com.
About Trident Acquisitions
Corp.
Trident is a blank check company formed for the
purpose of entering into a merger, share exchange, asset
acquisition, stock purchase, recapitalization, reorganization or
other similar business combination with one or more businesses or
entities. Trident's securities are quoted on the Nasdaq Stock
Exchange under the ticker symbols TDACU, TDAC and TDACW. For more
information, visit www.tridentacquisitions.com/home.
Important Notice Regarding
Forward-Looking Statements
This press release contains statements that
constitute "forward-looking statements” within the meaning of
Section 27A of the Securities Act of 1933, as amended (the
“Securities Act”), and Section 21E of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”). All statements, other
than statements of present or historical fact included in this
press release, regarding the proposed business combination, Trident
and Lottery.com's ability to consummate the proposed business
combination, including the holding of the Special Meeting, the
election of the director nominees to the combined company’s board
of directors and the ability of the Company to attract and retain
directors of its choosing in the future, the benefits of the
proposed business combination and the combined company's future
financial performance, as well as the combined company's strategy,
future operations, estimated financial position, estimated revenues
and losses, projected costs, prospects, plans and objectives of
management are forward-looking statements. When used in this press
release, the words "could," "should," "will," "may," "believe,"
"anticipate," "intend," "estimate," "expect," "project," the
negative of such terms and other similar expressions are intended
to identify forward-looking statements, although not all
forward-looking statements contain such identifying words. These
forward-looking statements are based on management's current
expectations and assumptions about future events and are based on
currently available information as to the outcome and timing of
future events. Except as otherwise required by applicable law,
Trident and Lottery.com disclaim any duty to update any
forward-looking statements, all of which are expressly qualified by
the statements in this section, to reflect events or circumstances
after the date of this press release. Trident and Lottery.com
caution you that these forward-looking statements are subject to
numerous risks and uncertainties, most of which are difficult to
predict and many of which are beyond the control of either Trident
or Lottery.com. In addition, Trident cautions you that the
forward-looking statements contained in this press release are
subject to the following factors: (i) the occurrence of any event,
change or other circumstances that could delay the business
combination or give rise to the termination of the agreements
related thereto; (ii) the outcome of any legal proceedings that may
be instituted against Trident or Lottery.com following announcement
of the business combination; (iii) the inability to complete the
business combination due to the failure to obtain approval of the
shareholders of Trident, or other conditions to closing in the
merger agreement; (iv) the risk that the proposed business
combination disrupts Lottery.com's current plans and operations;
(v) Lottery.com's ability to realize the anticipated benefits of
the business combination, which may be affected by, among other
things, competition and the ability of Lottery.com to grow and
manage growth profitably following the business combination; (vi)
costs related to the business combination; (vii) risks related to
the rollout of Lottery.com's business and the timing of expected
business milestones; (viii) Lottery.com's dependence on obtaining
and maintaining lottery retail licenses or consummating partnership
agreements in various markets; (ix) Lottery.com's ability to
maintain effective internal controls over financial reporting,
including the remediation of identified material weaknesses in
internal control over financial reporting relating to segregation
of duties with respect to, and access controls to, its financial
record keeping system, and Lottery.com's accounting staffing
levels; (x) the effects of competition on Lottery.com's future
business; (xi) risks related to Lottery.com's dependence on its
intellectual property and the risk that Lottery.com's technology
could have undetected defects or errors; (xii) changes in
applicable laws or regulations; (xiii) risks related to the
COVID-19 pandemic and its effect directly on Lottery.com and the
economy generally; (xiv) risks related to disruption of management
time from ongoing business operations due to the proposed business
combination; (xv) risks relating to privacy and data protection
laws, privacy or data breaches, or the loss of data; (xvi) the
possibility that Lottery.com may be adversely affected by other
economic, business, and/or competitive factors; (xvii) the ability
to have the director nominees elected to the combined company’s
board of directors and to attract and retain directors of its
choosing in the future, and (xviii) those factors discussed in the
Registration Statement under the heading “Risk Factors,” and the
other documents filed, or to be filed, by Trident with the SEC.
Should one or more of the risks or uncertainties described in this
press release materialize or should underlying assumptions prove
incorrect, actual results and plans could differ materially from
those expressed in any forward-looking statements. Additional
information concerning these and other factors that may impact the
operations and projections discussed herein can be found in the
reports that Trident has filed and will file from time to time with
the SEC, including its Registration Statement relating to the
business combination. Trident's SEC filings are available publicly
on the SEC's website at www.sec.gov.
Important Information and Where to Find
it
The proposed business combination will be
submitted to shareholders of Trident for their consideration.
Trident has filed a Registration Statement with the SEC which
includes a definitive proxy statement to be distributed to
Trident’s stockholders in connection with Trident’s solicitation
for proxies for the vote by Trident’s stockholders in connection
with the proposed business combination and other matters as
described in the Registration Statement, as well as the prospectus
relating to the offer of the securities to be issued to
Lottery.com’s shareholders in connection with the completion of the
proposed business combination. The Registration Statement was
declared effective by the SEC on October 15, 2021 and Trident will
mail the definitive proxy statement/prospectus and any other
relevant documents to its shareholders as of the record date
established for voting on the proposed business combination.
Trident’s shareholders and other interested persons are advised to
read the definitive proxy statement/prospectus, in connection with
Trident’s solicitation of proxies for the Special Meeting to be
held to approve, among other things, the proposed business
combination, because these documents contain important information
about Trident, Lottery.com and the proposed business combination.
Stockholders may also obtain a copy of the definitive proxy
statement/prospectus, as well as other documents filed with the SEC
regarding the proposed business combination and other documents
filed with the SEC by Trident, without charge, at the SEC's website
located at www.sec.gov or by directing a request to Cody Slach,
(949) 574-3860, TDAC@gatewayir.com. The information contained on,
or that may be accessed through, the websites referenced in this
press release is not incorporated by reference into, and is not a
part of, this press release.
Participants in the
Solicitation
Trident and its directors and officers may be
deemed participants in the solicitation of proxies of Trident’s
stockholders in connection with the proposed business combination.
Lottery.com and its officers and directors may also be deemed
participants in such solicitation. Security holders may obtain more
detailed information regarding the names, affiliations and
interests of certain of Trident’s executive officers and directors
in the solicitation by reading Trident’s Annual Report on Form
10-K/A for the fiscal year ended December 31, 2020, the
Registration Statement (including the definitive proxy
statement/prospectus) and other relevant materials filed with the
SEC in connection with the business combination when they become
available. Information concerning the interests of Trident’s
participants in the solicitation, which may, in some cases, be
different than those of their stockholders generally, are set forth
in the definitive proxy statement/prospectus relating to the
business combination when it becomes available.
No Offer or Solicitation
This communication shall not constitute an offer
to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act.
Lottery.com Contact:
Matthew SchlarbVP, Investor Relations(512)
585-7789ir@lottery.com
Trident Contact:Vadim KomissarovCEO(646)
229-7549vkomissarov@tridentacquisitions.com
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