TRIDENT ACQUISITIONS Item 1.01. Entry Into a Material Definitive Agreement
On
Terms used herein as defined terms and not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement.
Acquisition of Lottery.com; Acquisition Consideration
Upon the closing (the "Closing") of the Business Combination, Merger Sub will
merge with and into Lottery.com, with Lottery.com as the surviving company,
continuing as a wholly owned subsidiary of TDAC, following the Merger and the
separate existence of Merger Sub shall cease. At the Closing, each share of
Lottery.com Common Stock issued and outstanding as of immediately prior to the
Closing shall be converted into the right to receive the Per Share Merger
Consideration. "Per Share Merger Consideration" means the quotient obtained by
dividing (a) 40,000,000 shares of TDAC Common Stock by (b) the aggregate number
of shares of Lottery.com Common Stock (including shares issued upon the
conversion or exercise of Lottery.com convertible securities) issued and
outstanding as of immediately prior to the Closing (the "Lottery.com Shares").
The Per Share Merger Consideration shall be reduced by the number of shares of
TDAC Common Stock equal to the quotient of (i) the amount by which Net
Indebtedness exceeds
The holders of the Lottery.com Shares (the "Sellers") will 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
If, at any time on or prior to
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.
Stockholder Approval
Prior to the consummation of the Merger, the holders of a majority of TDAC's
common stock attending a stockholder's meeting (at which there is a quorum) must
approve the transactions contemplated by the Merger Agreement (the "Stockholder
Approval"). In connection with obtaining the Stockholder Approval, TDAC must
call a special meeting of its common stockholders and must prepare and file with
the
Representations and Warranties
In the Merger Agreement, Lottery.com makes certain representations and warranties (with certain exceptions set forth in the disclosure schedules to the Merger Agreement) relating to, among other things: (a) proper corporate organization of Lottery.com and similar corporate matters; (b) authorization, execution, delivery and enforceability of the Merger Agreement and other transaction documents to which it is a party; (c) absence of conflicts; (d) capitalization; (e) accuracy of charter documents and corporate records; (f) affiliated transactions; (g) required consents and approvals; (h) financial information; (i) absence of certain changes or events; (j) title to assets and properties; (k) material contracts; (l) insurance; (m) licenses and permits; (n) compliance with laws, including those relating to foreign corrupt practices and money laundering; (o) ownership of intellectual property; (p) employment and labor and compensation matters; (q) tax matters; (r) data security and privacy; (s) brokers and finders; (t) employee benefit plans; (u) litigation; (v) real property; and (w) other customary representations and warranties.
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In the Merger Agreement, TDAC makes certain representations and warranties
relating to, among other things: (a) capitalization; (b) proper corporate
organization of TDAC and Merger Sub and similar corporate matters; (c)
authorization, execution, delivery and enforceability of the Merger Agreement
and other transaction documents to which TDAC and/or Merger Sub is a party; (d)
brokers and finders; (e) validity of share issuance; (f) validity of Nasdaq
listing; (g)
The representation and warranties contained in the Merger Agreement will not survive the Closing.
Conduct Prior to Closing; Covenants
Lottery.com has agreed to operate its business in all material respects in the ordinary course prior to the Closing (with certain exceptions) and not to take certain specified actions without the prior consent of TDAC (which shall not be unreasonably withheld, conditioned or delayed).
TDAC has agreed to operate its business in the ordinary course prior to the Closing (with certain exceptions) and not to take certain specified actions without the prior consent of Lottery.com (which shall not be unreasonably withheld, conditioned or delayed).
The Merger Agreement also contains certain customary covenants, including covenants relating to:
• Each of TDAC and Lottery.com providing the other with notice of certain events.
• Each of TDAC and Lottery.com providing the other with applicable financial
statements.
• TDAC appropriately disbursing the funds in the Trust Account at the Closing.
• TDAC purchasing a directors and officers tail liability insurance policy.
• Each of TDAC and Lottery.com agreeing not to solicit, maintain or recommend an
alternative transaction.
• TDAC not changing its board recommendation of the Business Combination.
In addition, the applicable parties agreed to take the following actions, among others, before the completion of the Business Combination:
• Filing with the
Statement"), which shall include the Proxy Statement, relating to the Business Combination.
• Establishing an equity incentive plan for TDAC to be approved by TDAC's
stockholders at the time of approval of the Business Combination.
• Complying with the notification and reporting requirements of the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act").
• Reducing or restructuring any deferred underwriting fees payable by TDAC in
connection with its initial public offering or any outstanding Indebtedness of TDAC. Conditions to Closing General Conditions
Consummation of the Business Combination is conditioned upon, among other things:
• The Business Combination and related transactions have been approved and
adopted by the requisite affirmative vote of TDAC stockholders.
• No applicable Law or Order that prevents the consummation of the Business
Combination shall be in force.
• Each of the Employment Agreements shall be in full force and effect.
• The combined company's listing application with Nasdaq in connection with the
transactions contemplated by the Merger Agreement have been approved.
• The Registration Statement shall have become effective in accordance with the
provisions of the Securities Act of 1933, as amended.
• 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.
• TDAC shall have at least
immediately after the Closing (and for the avoidance of doubt, after giving
effect to payment of the Transaction Expenses).
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. . .
Item 7.01. Regulation FD Disclosure
Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated
into this Item 7.01 by reference is a copy of the press release issued
Exhibit 99.1 is being furnished pursuant to Item 7.01 and shall not be deemed to be filed for purposes of Section 18 of the Exchange Act or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. Exhibit No. Description
2.1* Business Combination Agreement, dated as of
Trident Acquisitions Corp. ,Trident Merger Sub II Corp. andAutoLotto, Inc. 99.1** Press Release datedFebruary 22, 2021 .
*Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of
Regulation S-K. The registrant hereby undertakes to furnish copies of any of the
omitted schedules and exhibits upon request by the
**Furnished but not filed.
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