Lottery.com entered into a binding letter of intent to acquire Trident Acquisitions Corp. (NasdaqCM:TDAC) from BGV Group Limited, Hudson Bay Capital Management LP, Weiss Asset Management LP, Polar Asset Management Partners Inc. and others for approximately $500 million in a reverse merger transaction on November 19, 2020. Lottery.com entered into a definitive agreement to acquire Trident Acquisitions Corp. from BGV Group Limited, Hudson Bay Capital Management LP, Weiss Asset Management LP, Polar Asset Management Partners Inc. and others for approximately $500 million in a reverse merger transaction on February 21, 2021. The holders of the Lottery.com Shares (the “Sellers”) will be issued 40,000,000 Trident shares also be entitled to receive up to 6,000,000 additional shares of TDAC Common Stock (the “Seller Earnout Shares”) that may be issuable from time to time as set forth below. The aggregate value of the consideration to be paid by TDAC in the Business Combination (excluding the Seller Earnout Shares) is approximately $444 million (calculated as follows: 40,000,000 shares of TDAC Common Stock to be issued to the Sellers, multiplied by $11.00). The proposed transaction contemplates that Lottery.com's stockholders will roll 100% of their equity into the business combination with no minimum cash requirement and the transaction would result in Lottery.com becoming a publicly traded company on The Nasdaq Stock Market under the new ticker symbol “LTRY.” Upon closing, the combined company will be renamed Lottery.com, Inc. It is anticipated that, upon completion of the Business Combination, Trident Acquisitions' existing stockholders will own approximately 23% of the outstanding shares of the Combined Company Common Stock and that Lottery.com's existing securityholders will own approximately 77% of the outstanding shares of the Combined Company Common Stock. 

Upon the Closing, TDAC will change its name to “LOTTERY.COM.”. Each party has agreed to pay to the other a termination fee of up to $0.5 million in the event the other party terminates the Merger Agreement under certain circumstances. The parties agreed that immediately following the Closing, TDAC's board of directors will consist of five directors, four of which will be designated by Lottery.com and one of which will be designated by TDAC, such appointment by TDAC to be an independent director. The Board nominees, who are expected to serve on the Board of the combined company following the business combination, will be subject to election by Trident shareholders at a special meeting to be held shortly before the closing of the Lottery.com's business combination with Trident. In connection with the closing of the Business Combination, all of the officers and directors of TDAC will resign and Tony DiMatteo will be appointed as Chief Executive Officer, Matt Clemenson will be appointed as Chief Commercial Officer, and Ryan Dickinson will be appointed as the President & Chief Operating Officer. In addition, each of DiMatteo and Clemson have been nominated to serve as directors of the Combined Company along with Lisa Borders, Steven Cohen, Joseph E. Kaminkow and Richard Kivel.

The transaction is subject to the approval of the two companies' boards, regulatory, Lottery.com Shareholders approval as well as other customary conditions. Consummation of the Business Combination is conditioned upon, among other things: (a) The Business Combination and related transactions have been approved and adopted by the requisite affirmative vote of TDAC stockholders. (b) No applicable Law or Order that prevents the consummation of the Business Combination shall be in force. (c) Each of the Employment Agreements shall be in full force and effect. (d) The combined company's listing application with Nasdaq in connection with the transactions contemplated by the Merger Agreement have been approved. (e) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act of 1933, as amended. (f) If a filing is required under the HSR Act, the waiting period applicable to the consummation of the Business Combination under the HSR Act shall have expired or been terminated. (g) TDAC shall have at least $5,000,001 of net tangible assets remaining immediately after the Closing (and for the avoidance of doubt, after giving effect to payment of the Transaction Expenses). The Board of Directors of both the companies unanimously approved the deal. The parties intend to execute a definitive agreement, and currently anticipate closing the business combination in first quarter of 2021. The expected closing date can be further extended by an additional three months, if approved by Trident's Board of Directors and Trident's stockholders' approval to Trident's certificate of incorporation. As of February 8, 2021, Lottery.com reaffirms its intent to sign a definitive agreement for a business combination with Trident Acquisitions Corp. by mid-February 2021. As per filing dated May 17, 2021, the shareholder meeting will be held on May 27, 2021. As of February 26, 2021, Trident Acquisitions Corp. announced the approval of its board of directors (the “Board”) to extend the date by which Trident must complete a business combination for an additional three months, to June 1, 2021. The purpose of the extension is to permit sufficient time for Trident to consummate its proposed business combination with Autolotto, Inc. As of May 20, 20201, the meeting will be held to amend Trident Acquisitions Corp's amended and restated certificate of incorporation, as amended to extend the date by which Trident Acquisitions Corp has to consummate a business combination for an additional three months by September 1, 2021, with an ability to further extend for an additional three months by December 1, 2021 if approved by Trident Acquisitions Corp's Board of Directors. The meeting of the shareholders of Trident is scheduled on July 24, 2021. The HSR Act waiting period expired on April 5, 2021. On August 31, 2021, the Board of Directors of Trident Acquisitions Corp. approved the extension of the date by which Trident has to complete a business combination for an additional three months to December 1, 2021. As of October 15, 2021, registration statement on Form S-4 filed by Trident relating to this business combination with the Securities and Exchange Commission (“SEC”) was declared effective by the SEC. The special meeting of the shareholders of Trident is scheduled on October 28, 2021. The transaction has been approved by the shareholders of Trident at the meeting held on October 28, 2021. As of October 5, 2021, the transaction is expected to close in the fourth quarter of 2021. As of October 27, 2021, closing of the transaction is expected to occur on October 29, 2021. The net proceeds raised from the business combination will be used to support Lottery.com's working capital, global platform expansion, to accelerate growth by leveraging our favorable customer acquisition costs in continuing to expand our customer base and to expand its product offerings through strategic mergers and acquisitions.

Elliot Smith, Michael J. McKeever and Gary Silverman of White & Case LLP acted as legal advisors to Lottery.com. B. Riley Securities, Inc. and Chardan Capital, LLC acted as financial advisors while Giovanni Caruso, Mitchell S. Nussbaum and David J. Levine of Loeb & Loeb LLP acted as legal advisor to Trident. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent for Trident Acquisition. Morrow & Co., LLC acted as the information agent to Trident, and will receive a fee of $17,500 for its services.

Lottery.com completed the acquisition of Trident Acquisitions Corp. (NasdaqCM:TDAC) from BGV Group Limited, Hudson Bay Capital Management LP, Weiss Asset Management LP, Polar Asset Management Partners Inc. and others in a reverse merger transaction on October 29, 2021. The combined company was renamed Lottery.com Inc. and its common stock and warrants will begin trading on The Nasdaq Stock Market under the ticker symbols LTRY and LTRYW, respectively, on Monday, November 1, 2021.