View:
United States securities and exchange commission logo
October 1, 2021
Vadim Komissarov
Chief Executive Officer
Trident Acquisitions Corp.
One Liberty Plaza
165 Broadway St, 23rd Floor
New York, NY 10006
Re: Trident
Acquisitions Corp.
Amendment No. 2 to
Registration Statement on Form S-4
Filed September 20,
2021
File No. 333-257734
Dear Mr. Komissarov:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
August 23, 2021 letter.
Amendment No. 2 to Form S-4 filed September 20, 2021
Questions and Answers about the Proposals
When is the deadline to consummate the Business Combination?, page xiv
1. Please update your
disclosure here and throughout to reflect the latest extension of the
deadline to consummate
the business combination, or December 1, 2021.
Vadim Komissarov
FirstName LastNameVadim
Trident Acquisitions Corp. Komissarov
Comapany
October NameTrident Acquisitions Corp.
1, 2021
October
Page 2 1, 2021 Page 2
FirstName LastName
Risk Factors
Dependence on Third Parties Risks
Our ability to acquire lottery game in certain jurisdictions..., page 44
2. Please revise to disclose the term and termination provisions of the
Services Agreement
with Master Goblin Games, LLC.
Proposal No. 1 - The Business Combination Proposal
Background of the Merger, page 85
3. We note your response to prior comment 3. Please revise to also
disclose the trust funds
remaining after the extension to June 1, 2021 that was approved on
February 26, 2021.
4. We note that, on August 31, 2021, the TDAC Board approved the
extension of the date by
which TDAC has to complete a business combination for an additional
three months to
December 1, 2021; however, you disclose that Nasdaq s Hearings Panel
granted TDAC s
request for continued listing on Nasdaq subject to the condition that
TDAC completes its
Business Combination on or before October 29, 2021. Please disclose
what consideration
the TDAC Board gave to Nasdaq's Hearings Panel's conditions in
approving the extended
date to December 1, 2021.
Material U.S. Federal Income Tax Considerations
U.S. Federal Income Tax Consequences of the Business Combination to U.S.
Holders of
Lottery.com securities, page 125
5. You disclose on page 125 that neither party makes any representations
or assurances
regarding the tax treatment of the merger, including whether the
merger qualifies for the
Intended Tax Treatment; however, you disclose on page xi under the Q&A
Will U.S.
Holders of Lottery.com Shares or Lottery.com warrants be subject to
U.S. federal income
tax on the Common Stock or Public Warrants received in the Business
Combination? that,
"subject to limitations and qualifications [in the later section of
the proxy
statement/prospectus discussing the material tax consequences], the
Business
Combination is generally intended to be tax-deferred to U.S.
Holders...of Lottery.com
Shares or Lottery.com warrants for U.S. federal income tax purposes."
Please provide an
opinion to support this representation. If there is significant doubt
about the tax
consequences of the transaction and counsel cannot give a "will"
opinion, counsel may
issue a should or more likely than not opinion or state
they are unable to opine. You
should revise the Q&A, summary, risk factors and this section of the
prospectus to reflect
counsel's opinion or inability to opine. For guidance, please refer to
Section III.C.4 of CF
Staff Legal Bulletin No. 19.
Vadim Komissarov
FirstName LastNameVadim
Trident Acquisitions Corp. Komissarov
Comapany
October NameTrident Acquisitions Corp.
1, 2021
October
Page 3 1, 2021 Page 3
FirstName LastName
Lottery.com Management's Discussion and Analysis of Financial Condition and
Results of
Operations, page 153
6. We note your revised disclosure highlighting the company s
performance metrics. Please
revise to provide the following information concerning each metric:
(i) a clear definition
of the metric and how it is calculated, (ii) the reasons the metric is
useful to investors, (iii)
how management uses the metric in managing or monitoring the
performance of the
business, and (iv) whether there are underlying estimates or
assumptions that are
necessary to understanding the metric or calculation. In addition,
please quantify the
metrics for each period presented. For additional guidance, refer to
SEC Release No. 33-
10751.
Results of Operations, page 154
7. Please expand the discussion of revenues on pages 155 and 156 to
explain the nature of
the revenue contract, such as the nature of the services provided and
whether you expect
any continuing impact or whether this was a one-time contract.
Unaudited Pro Forma Condensed Combined Financial Information, page 175
8. We note that AutoLotto acquired Global Gaming in June 2021. Please
revise the pro
forma Statement of Operations for the Six Months Ended June 30, 2021
to include a
column for Global Gaming (i.e. Mexican Acquisitions) pursuant to Rule
8-05 of
Regulation S-X.
Financial Statements - AutoLotto
Note 3. Business Combination, page F-61
9. Please expand the disclosure to include all disclosures required
pursuant to ASC 805-10-
50-2, including supplemental pro forma information of revenues and net
earnings/loss as
though the business combination had occurred as of the beginning of
the comparable
annual reporting period, that is, January 1, 2021.
10. Please also provide us with an analysis that supports your
determination as to whether the
acquisition of Global Gaming by AutoLotto constituted a significant
acquisition to
AutoLotto and provide any financial statements of Global Gaming
required pursuant to
Rule 8-04 of Regulation S-X.
Annex D - Form of Proxy Card, page D-1
11. Please ensure the preliminary proxy card identifies each proposal. In
this regard, it appears
that the Charter Proposal should be added. In addition, please clarify
that the Advisory
Proposals are seeking advisory votes.
Vadim Komissarov
FirstName LastNameVadim
Trident Acquisitions Corp. Komissarov
Comapany
October NameTrident Acquisitions Corp.
1, 2021
October
Page 4 1, 2021 Page 4
FirstName LastName
You may contact Claire DeLabar, Senior Staff Accountant, at
202-551-3349 or Robert
Littlepage, Accounting Branch Chief, at 202-551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Alexandra Barone,
Staff Attorney, at 202-551-8816 or Kathleen Krebs, Senior Counsel, at (202)
551-3350 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of Technology
cc: Mitchell S. Nussbaum