Trident Acquisitions Corp. (Nasdaq: TDACU, TDAC, TDACW) (“Trident”)
announced today that it has filed with the U.S. Securities and
Exchange Commission ("SEC") a registration statement on Form S-4
(the "Registration Statement") in connection with its proposed
business combination with AutoLotto, Inc. (“Lottery.com”), a
leading technology company that is transforming how, where and when
the lottery is played. A link to the Registration Statement can be
found here.
Vadim Komissarov, Chief Executive Officer of Trident stated,
“Through the hard work and collaboration of the Lottery.com and
Trident teams, we have reached a significant milestone toward
completing our business combination. We are committed to completing
this business combination as soon as practicable and are excited
about the future of Lottery.com.”
Tony DiMatteo, Chief Executive Officer of Lottery.com added, “I
would like to thank the Trident team and the many Lottery.com team
members whose commitment allowed us to file the Registration
Statement today. I would also like to express appreciation to our
investors for their support throughout this process. With this
filing, we have taken an important step toward completing our
business combination, which we now expect to be completed by the
end of the third quarter of 2021.”
Lottery.com and Trident entered into a definitive agreement
relating to the business combination on February 21, 2021.
Immediately following the business combination and assuming no
redemptions by Trident shareholders, Lottery.com expects to have
approximately $43 million in cash, which will be used to expand
Lottery.com’s global digital platform and fund working capital to
support the company’s growth strategy.
Upon completion of the transaction, the combined company is
expected to be named Lottery.com and its common stock and warrants
are expected to remain listed on the Nasdaq Stock Market under the
new ticker symbols “LTRY” and “LTRYW”, respectively.
Additionally, Lottery.com has completed the previously announced
acquisitions of Medios Electronicos y de Comunicacion, S.A.P.I. de
C.V (“Aganar”) and JuegaLotto, S.A. de C.V. (“JuegaLotto”). Aganar
has been operating in the Mexican iLottery market since 2007 and is
licensed to sell Mexican National Lottery games online and has
access to a federally approved online casino and sportsbook gaming
license. JuegaLotto is licensed to sell international lottery games
in Mexico though a federal gaming portal and to sell other games of
chance throughout Latin America.
DiMatteo said, “I’m extremely pleased to welcome Aganar and
JuegaLotto to Lottery.com. These acquisitions represent the
progress we are making in the execution our growth strategy. These
two leading companies will allow us to both expand our geographic
footprint and broaden our product offerings, which we expect to
further accelerate growth.”
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.
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 U.S. 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.
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, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements, other
than statements of present or historical fact included in this
presentation, regarding the proposed business combination, Trident
and Lottery.com's ability to consummate the proposed business
combination, the benefits of the transactions 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 Current Report. 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 transactions; (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 as
a result of the announcement of the transactions; (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) 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; and (xvi) the possibility that
Lottery.com may be adversely affected by other economic, business,
and/or competitive factors. Should one or more of the risks or
uncertainties described in this Current Report 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 Annual
Report on Form 10-K/A for the fiscal year ended December 31, 2020.
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 preliminary
proxy statement and will include 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. After the Registration Statement has
been declared effective, Trident will mail a definitive proxy
statement and 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 preliminary proxy statement / prospectus
and any amendments thereto and, once available, the definitive
proxy statement / prospectus, in connection with Trident’s
solicitation of proxies for its special meeting of shareholders to
be held to approve, among other things, the proposed business
combination, because these documents will contain important
information about Trident, Lottery.com and the proposed business
combination. Stockholders may also obtain a copy of the preliminary
proxy statement or, once available, the definitive proxy statement,
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, 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.
Trident Contacts:Cody Slach Gateway Investor
Relations(949) 574-3860TDAC@gatewayir.com
Vadim KomissarovCEO, Trident(646)
229-7549vkomissarov@tridentacquisitions.com
Lottery.com Contact: Matthew Schlarb VP,
Investor Relations (512) 585-7789 ir@lottery.com
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