Trident Acquisitions Corp. , a leading online platform to play the lottery online or from a mobile device, have entered into a definitive agreement for a business combination that would result in Lottery.com becoming a publicly listed company.

Founded in 2015, Lottery.com empowers users to play the lottery from their phone and on the go. It offers official state-sanctioned lottery games, like Powerball, Mega Millions and state games where permissible. Lottery.com is also the world’s largest provider of lottery data to over 400 digital publishers, including hundreds of digital newspapers, television and news sites, and major digital publishers such as Google, Verizon/Yahoo and Amazon’s Alexa devices.

Lottery.com has been a pioneer in the lottery industry, working closely with state regulators to advance the industry into the digital age. Through its online platform, Lottery.com provides official lottery games and enhanced regulatory capabilities by developing innovative blockchain technology, while also capturing untapped market share, including digitally native players.

With the expected proceeds to be received by Lottery.com upon the closing of the transaction, Lottery.com would be well-positioned to accelerate its revenue growth through further expansion in its existing markets and into new high-growth markets both domestically and internationally.

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Lottery.com Investment Highlights

• Potential to Significantly Expand Global Market Share: Leveraging its successful playbook in the U.S., Lottery.com intends to become a global marketplace for legally available lottery games to consumers across the world. At $430 billion of global lottery sales with only 4% online penetration, this is a large market opportunity that is expected to shift to transact online during the next decade.
• Innovative Ecommerce Platform Bringing an Outdated Industry into the Digital Age: Lottery.com has developed a world-class safe and secure mobile lottery platform and app leveraging blockchain technology to maintain an accurate ledger that provides users the ability to play official lottery games and other games of chance directly from their phone. Lottery.com has benefited from a customer acquisition cost of $4.01, with those users producing an average of $30.90 of gross revenue in their first year.
• Favorable Macro Dynamics Driving Consumers Online: Betting and gambling industries have begun successfully transitioning to online platforms as pandemic-related changes in consumer behavior have accelerated online and digital adoption. In addition, millennials are increasingly participating in games of chance, including the lottery.
• Easing Regulatory Environment Propelling Market Growth: Many states and international governments have been easing restrictions on lottery games in an effort to increase ticket sales and revenue contribution in the form of tax as more and more gaming companies collaborate on lobbying efforts.
• Poised for Expansion: From 2016 to 2020, Lottery.com grew gross revenue at a compounded annual growth rate of 322%, and forecasts gross revenue equal to approximately $71 million in 2021, $280 million in 2022 and $571 million in 2023. Lottery.com is currently operating in 11 states across the U.S. and has plans to cover 34 states by the end of 2023. Lottery.com looks forward to announcing upcoming partnerships with significant room to expand into other countries, along with opportunities to grow deeper within its current footprint.
• Large and Growing Player Pool for Cross Selling Additional Games: With over 7.5 million visitors in 2020, the Lottery.com platform is capable of distributing a range of wagering and games of chance across large and growing national and international markets.

“Lottery.com’s innovative platform has already made significant progress bringing the lottery industry into the digital age and continuing to expand its markets both domestically and internationally,” said Vadim Komissarov, CEO of Trident. “With a track record of substantial growth and user base expansion in a relatively short period of time, we are confident that Lottery.com has the ability to cement its place as a leading online platform to both play the lottery and to introduce additional wagering and games of chance worldwide. We believe this transaction will allow Lottery.com to be on a path to reach its true growth potential, and we look forward to working with the team as we introduce their compelling story to the public markets.”

Co-founder and CEO of Lottery.com, Tony DiMatteo, commented: “Lottery.com is innovating a legacy industry with ground-breaking technologies poised to capitalize on the large population of active internet and smartphone users in the U.S. and throughout the world. Over the past several months, we have made significant progress, launching our app in the Google Play Store and expanding domestically into Colorado and internationally through announced partnership plans in Turkey and Ukraine. We believe this transaction will further enhance our ability to grow into new markets as consumers are now, more than ever, engaging with digital and online platforms. The team at Trident shares our vision of growing into a global marketplace for legally available lottery games, and other games of chance, to consumers across the world and we firmly believe this partnership will accelerate our growth.”

Lottery.com is expected to continue to be supported by a strong advisory board and notable investors within the venture capital, gaming and entertainment industries, including:

• Jason Robins, CEO of DraftKings (Nasdaq: DKNG)
• Peter Diamandis, Chairman of XPRIZE Foundation
• Ben Narasin, Venture Partner of NEA
• Paraag Marathe, Enterprises President and EVP of Football Operations
• Matthew Le Merle, Co-founder and Managing Partner of Fifth Era and Keiretsu Capital
• Jamie Gold, The Poker Philanthropist

“We were early investors into Lottery.com because we recognized the commitment to win in Tony and Matt, and the opportunity Lottery.com has to become the trusted brand in the space,” said San Francisco 49ers Enterprises President and EVP of Football Operations Paraag Marathe, “I am excited for the next phase of the business, and believe the future is bright for Lottery.com.”

Transaction Terms
The combined company will have an estimated post-business combination enterprise value of approximately $526 million.

The net proceeds raised from the business combination will be used to support Lottery.com’s working capital and global platform expansion.

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The proposed business combination contemplates that Lottery.com’s stockholders will roll 100% of their equity into the combined company, with no minimum cash requirement to close the business combination.

Upon completion of the transaction, the combined company will be trademarked Lottery.com and its common stock is expected to remain listed on the Nasdaq Stock Market under the new ticker symbol “LTRY.”

For a summary of the material terms of the proposed transaction, please see Trident’s Current Report on Form 8-K to be filed with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the announcement of the proposed business combination. An investor presentation will be published at a later date.

Advisors
White & Case LLP is serving as legal advisor to Lottery.com. B. Riley Securities and Chardan are acting as co-capital markets advisors and financial advisors, and Loeb & Loeb is acting as legal advisor to Trident.

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