Trident Acquisitions Corp. Files 10K/A
June 25 2021 - 6:08PM
Trident Acquisitions Corp. (the “Company”) filed a Form 10-K/A for
the period ended March 31, 2021 on June 25, 2021 after receiving a
second notice from Nasdaq (the “Second Nasdaq Notice”) on June 21,
2021. The Second Nasdaq Notice stated that, since the Company had
not yet filed its Form 10-Q for the period ended March 31, 2021
(the “Form 10-Q Deficiency”), such deficiency serves as an
additional basis for delisting the Company’s securities. The Second
Nasdaq Notice provided formal notification to the Company that the
Panel will consider the Form 10-Q Deficiency at the hearing to be
held in connection with the notice the Company received from Nasdaq
on June 3, 2021, stating that the Company was not in compliance
with Listing Rule IM-5101-2 (the “First Nasdaq Notice”). Today’s
filing of the Form 10-K/A allows the Company to imminently file the
Form 10-Q, seeking to clear the delinquency.
The Company’s filing of the Form 10-K/A marks
the Company’s progress in finalizing its accounting analysis for
the Warrants. The Company expects to file its 10-Q as soon as
possible. As a reminder, on April 12, 2021, the Acting Director of
the Division of Corporation Finance and Acting Chief Accountant of
the Securities and Exchange Commission together issued a public
statement (the “SEC Warrant Accounting Statement”) on accounting
and reporting considerations for warrants issued by special purpose
acquisition companies (“SPACs”). The SEC Warrant Accounting
Statement discussed “certain features of warrants issued in SPAC
transactions” that “may be common across many entities.” The SEC
Warrant Accounting Statement indicated that when one or more of
such features is included in a warrant, the warrant “should be
classified as a liability measured at fair value, with changes in
fair value each period reported in earnings.” As a SPAC, the
Company has taken all necessary steps to align with the SEC Warrant
Accounting Statement.
The Company’s securities will continue to trade
on Nasdaq throughout the hearing process and any additional
extension period that may be granted by the Panel.
Although there can be no assurance that the
hearing before the Panel will be successful, the Company is
confident that it will be granted additional time in order to
complete its previously announced business combination with
Autolotto, Inc., doing business as Lottery.com, which would result
in the Company ceasing to be a SPAC and therefore mooting out the
deficiency set forth in the First Nasdaq Notice.
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 tridentacquisitions.com.
About Lottery.com
Lottery.com is a leading technology company that
is transforming how, where and when lottery is played. Our engaging
mobile and online platforms enable players and commercial partners
located in the U.S. and internationally to remotely purchase
legally sanctioned lottery games. Fans and subscribers look
to us for compelling, real-time results on more than 800 lottery
games from more than 40 countries. Additionally, through
WinTogether.org, we are fundamentally changing how non-profit
donors are incentivized to action by gamifying charitable giving.
In all that we do, our 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.
Important Notice Regarding
Forward-Looking Statements
This press release contains statements that
constitute "forward-looking statements”. Forward-looking statements
are subject to numerous conditions, many of which are beyond the
control of Trident, including those set forth in the Risk Factors
section of Trident's annual report on Form 10-K for the year ended
December 31, 2020, filed with the SEC. Copies are available on the
SEC's website, www.sec.gov. Trident undertakes no obligation to
update these statements for revisions or changes after the date of
this release, except as required by law.
Important Information and Where to Find
it
In connection with the proposed business
combination, Trident will file with the SEC a registration
statement on Form S-4 (the “Registration Statement”) that will
include a preliminary proxy statement (the “Proxy Statement”) for
the solicitation of proxies from Trident’s stockholders.
Additionally, Trident will file other relevant materials with the
SEC in connection with the proposed business combination. Copies
may be obtained free of charge at the SEC’s web site at
www.sec.gov. A definitive proxy statement will be mailed to Trident
stockholders as of a record date to be established for voting on
the proposed business combination. Investors and security holders
of Trident are urged to read the Registration Statement and Proxy
Statement and the other relevant materials when they become
available before making any voting decision with respect to the
proposed business combination because they will contain important
information about the business combination and the parties to the
business combination. 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
for the fiscal year ended December 31, 2020, and the Registration
Statement 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, will be set
forth in the proxy statement 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.
Investor Relations Contact:Gateway Investor
RelationsCody Slach(949) 574-3860TDAC@gatewayir.com
Trident Contact:Vadim KomissarovCEO(646)
229-7549vkomissarov@tridentacquisitions.com
Lottery.com Contact:Matthew SchlarbVP, Investor
Relations(512) 585-7789ir@lottery.com
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