Form 8-K Trident Acquisitions For: Apr 05


Get inside Wall Street with StreetInsider Premium. Claim your 1-week free trial here.


 

UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549

 
 

Form
8-K

 

Current
Report

 

Pursuant
to Section 13 or 15(d) of the

Securities
Exchange Act of 1934

 

April
5, 2021

Date
of Report (Date of earliest event reported)

 

Trident
Acquisitions Corp.

(Exact
Name of Registrant as Specified in its Charter)

 

Delaware   001-38508   81-1996183
(State
or other jurisdiction
of incorporation)
  (Commission
File Number)
  (I.R.S.
Employer
Identification No.)

 

 
77 Water Street, Fl 8 New York, NY
  10005
(Address
of Principal Executive Offices)
  (Zip
Code)

 

Registrant’s
telephone number, including area code: (646) 229-7549

 

N/A

(Former
name or former address, if changed since last report)

 

Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:

 

Written
communications pursuant to Rule 425 under the Securities Act

 

Soliciting
material pursuant to Rule 14a-12 under the Exchange Act

 

Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act

 

Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act

 

Securities
registered pursuant to Section 12(b) of the Act:

 

Title
of each class
  Trading
Symbol
  Name
of each exchange on which registered
Units, each consisting of
one share of common stock and one Warrant to acquire one share of common stock
  TDACU   NASDAQ Capital Market
Common stock, $0.001 par
value per share
  TDAC   NASDAQ Capital Market
Warrants   TDACW   NASDAQ Capital Market

 

Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging
growth company ☒

 

If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

IMPORTANT
NOTICES

 

Important
Notice Regarding Forward Looking Statements

 

The
information in this Current Report on Form 8-K (“Current Report”) contains certain “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 between Trident Acquisitions Corp. (“Trident”) and Lottery.com, Trident and Lottery.com’s ability
to consummate the transactions, 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 Current Report, 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 Current Report 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 for the fiscal year ended December 31, 2019. Trident’s SEC filings are available
publicly on the SEC’s website at www.sec.gov.

 

Important
Information and Where to Find it

 

In
connection with the proposed business combination, Trident, expects to file a registration statement on Form S-4 (the “Registration
Statement
”) that will include a preliminary proxy statement with the SEC for the solicitation of proxies from Trident’s shareholders.
Additionally, Trident and Lottery.com Holdings will file other relevant materials with the SEC in connection with the 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 shareholders
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 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
Current Report is not incorporated by reference into, and is not a part of, this Current Report.

 

Participants
in the Solicitation

 

Trident
and its directors and officers may be deemed participants in the solicitation of proxies of Trident’s shareholders 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
Proxy 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.

 

 

Item
8.01. Other Events

 

On
April 5, 2021, Trident Acquisitions Corp. issued a press release, which is attached as Exhibit 99.1 and is incorporated by reference
herein.

 

Item
9.01. Financial Statements and Exhibits

 

 

 

SIGNATURES

 

Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

 

Dated:  April
6, 2021
   
     
  TRIDENT ACQUISITIONS
CORP.
     
  By: /s/
Vadim Komissarov
  Name: Vadim Komissarov
  Title: Chief Executive Officer

 

 

3

 

Exhibit 99.1

 

 

Lottery.com Acquires Sports.com Domain Signaling
Expansion into Sports Betting

 

AUSTIN, Texas, April 5, 2021
(GLOBE NEWSWIRE) — Lottery.com (the “Company”), a leading platform that allows users to play the lottery online, today announced
that it has acquired the domain Sports.com as part of the Company’s plan to enter
sports betting.

 

“The acquisition of the
Sports.com domain is an important first step in entering the sports betting vertical,” said Lottery.com CEO Tony DiMatteo. “The
brand name is a perfect fit for us, and this product pairing is special in the marketplace, as the lottery is one of the most popular
games in the world. Our goal is to leverage our favorable customer acquisition costs and platform to efficiently drive growth for Lottery.com
and parlay it into other related products.”

 

Many of Lottery.com’s international
distribution agreements include provisions for additional content and games of chance. Lottery.com recently acquired Mexican lottery operators
that include a license to operate sports betting and casinos.

 

The Company plans to announce
more details about its sports betting initiatives and Sports.com line of business as the Company is ready to make them available.

 

On February 22, 2021, the Company
entered into a definitive agreement with Trident Acquisitions Corp. (Nasdaq: TDACU, TDAC, TDACW) to become a publicly traded company on
The Nasdaq Stock Market.
An investor presentation can be found here: https://sec.report/Document/0001213900-21-016773/0001213900-21-016773.txt

 

About
Lottery.com

 

Lottery.com
is an Austin, TX-based company enabling consumers to play state-sanctioned lottery games from their home or on the go in the US and
internationally. The Company works closely with state regulators to advance the lottery industry, providing increased revenues and better
regulatory capabilities, while capturing untapped market share, including millennial players. Lottery.com is also gamifying charitable
giving to fundamentally change how nonprofits engage with their donors and raise funds. Through their WinTogether.org platform, they offer
charitable donation sweepstakes to incentivize donors to take action by offering once in a lifetime experiences and large cash prizes.

 

Important
Information and Where to Find it

 

In connection
with the proposed business combination, Trident Acquisitions Corp. (“Trident”), expects to file a registration statement on
Form S-4 (the “Registration Statement”) that will include a preliminary proxy statement with the U.S. Securities and Exchange
Commission (“SEC”) for the solicitation of proxies from Trident’s shareholders. 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 shareholders 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 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.

 

 

Forward
Looking Statements

 

The
information in this press release includes “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 between Trident and Lottery.com,
Trident and the Company’s ability to consummate the transactions, the benefits of the transactions, the Company’s estimated
growth, operational and state expansion, 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, the Company disclaims 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.
The Company cautions 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 the Company. In addition, the Company 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 the Company following announcement of the proposed business combination; (iii) the
inability to complete the business combination due to the failure to obtain approval of the stockholders of Trident, or other conditions
to closing in the business combination agreement; (iv) the risk that the proposed business combination disrupts the Company’s current
plans and operations as a result of the announcement of the transactions; (v) the Company’s ability to realize the anticipated benefits
of the business combination, which may be affected by, among other things, competition and the ability of the Company to grow and manage
growth profitably following the business combination; (vi) costs related to the business combination; (vii) risks related to the rollout
of the Company’s business and the timing of expected business milestones; (viii) the Company’s dependence on obtaining and
maintaining lottery retail licenses or consummating partnership agreements in various markets; (ix) the Company’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 the Company’s accounting staffing levels; (x) the effects of competition on the Company’s future business; (xi) risks
related to the Company’s dependence on its intellectual property and the risk that the Company’s technology could have undetected
defects or errors; (xii) changes in applicable laws or regulations; (xiii) the COVID-19 pandemic and its effect on the Company 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 the Company may be adversely affected by other economic, business, and/or competitive factors. 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 Annual Report on Form 10-K for the fiscal year ended December 31, 2019. Trident’s SEC filings
are available publicly on the SEC’s website at www.sec.gov.

 

Participants
in the Solicitation

 

Trident
and its directors and officers may be deemed participants in the solicitation of proxies of Trident’s shareholders 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, 2019, and the
Proxy 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 does not constitute an offer to sell or the solicitation of an offer to buy any securities or constitute a solicitation
of any vote or approval.

 

Lottery.com
Contact:

 

Cody
Billingsley

(512)
537-5713

cody@lottery.com

 

 

 



Leave a Reply

Your email address will not be published. Required fields are marked *

Fill out this field
Fill out this field
Please enter a valid email address.

Menu