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United States securities and exchange commission logo
August 23, 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. 1 to
Registration Statement on Form S-4
Filed August 12,
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 6, 2021 letter.
Form S-4/A filed August 12, 2021
Summary
Interests of Certain Persons in the Business Combination, page 5
1. We note your response
to prior comment 7. Please explain how these cash contributions
present a conflict of
interest to TDAC s directors and officers.
2. Please clarify exactly
how the TDAC board considered the TDAC directors and officers'
conflicts of interests
in negotiating and recommending the Business Combination.
Vadim Komissarov
FirstName LastNameVadim
Trident Acquisitions Corp. Komissarov
Comapany
August 23, NameTrident
2021 Acquisitions Corp.
August
Page 2 23, 2021 Page 2
FirstName LastName
Proposal No. 1 - The Business Combination Proposal
Background of the Merger, page 80
3. We note your response to prior comment 13. Please revise to disclose
the trust funds
remaining after each extension. Also, please expand your disclosure to
include the
consideration, if any, the TDAC board gave to the fact that TDAC would
not meet the
Nasdaq listing requirement to consummate a business combination within
36 months of
the effectiveness of its IPO registration statement.
Certain Lottery.com Projected Financial Information, page 86
4. We note your response to prior comment 16. Consider also including
this explanatory
footnote in the section entitled Unaudited Pro Forma Condensed
Combined Financial
Information.
Lottery.com Management's Discussion and Analysis of Financial Condition and
Results of
Operations, page 150
5. We note your response to prior comment 19. Please disclose the
financial metrics in the
filing.
Financial Statements - AutoLotto, Inc., page F-51
6. Please file an updated consent from the independent accountants of
AutoLotto, Inc. in the
next amendment.
Note 4. Intangible Assets, net, page F-60
7. We note in the disclosure on page F-61 that you issued a convertible
note in the amount of
$12,500,000 for the right to acquire assets of a third party. Please
expand the disclosure to
explain in detail how you determined that this right constitutes an
intangible asset prior to
the acquisition of the asset, how you would evaluate impairment of
such an intangible
asset and the terms of the agreement, such as the date the agreement
expires and any other
material terms. Please supplementally explain to us the reason you
believe that this
should be recorded as an asset rather than expensed.
Note 5. Notes Payable and Convertible Debt, page F-62
8. We note that the parties executed an amendment that updated the
maturity date of Series B
Notes to December 21, 2021. Please expand the disclosure to include
the date that the
amendment was executed. Please revise the disclosure on page 158
accordingly.
Note 11. Related Party Transactions, page F-67
9. We note in the revised disclosure that you will benefit from any
positive net income of
Master Goblin in that your reimbursement obligation will be reduced in
the event of
Master Goblin experiences positive net income. Please tell us how you
considered the
Vadim Komissarov
Trident Acquisitions Corp.
August 23, 2021
Page 3
guidance in ASC 810-10-15 regarding whether your relationship with Master
Goblin
constitutes a VIE, as it appears that you may be the primary beneficiary
of the operations
of Master Goblin.
Note 13. Subsequent Events, page F-95
10. We note that in February 2021 you terminated an agreement with Playsino,
Inc. and
incurred a settlement cost satisfied by the issuance of Series B notes.
Based on the
statement of operations for the three months ended March 31, 2021, it
does not appear that
you expensed this settlement cost during the period. Please revise to
expense this cost or
expand the disclosure to clearly explain the basis for not recording an
expense in the
period the agreement was terminated.
Exhibits
11. We note the form of preliminary proxy card filed as Exhibit 99.1. Please
note that the
form of proxy should be filed as an appendix to the proxy statement
rather than an exhibit
to the registration statement. Refer to Note to paragraph (a)(3) of
Exchange Act Rule 14a-
4.
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 Larry Spirgel, Office Chief, at
(202) 551-3815 with
any other questions.
Sincerely,
FirstName LastNameVadim Komissarov
Division of
Corporation Finance
Comapany NameTrident Acquisitions Corp.
Office of Technology
August 23, 2021 Page 3
cc: Mitchell S. Nussbaum
FirstName LastName