UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

 

Commission File Number: 001-38508

 

CUSIP Number: 54570M 108

(Check One):		☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR
		For Period Ended: December 31, 2021
		☐ Transition Report on Form 10-K
		☐ Transition Report on Form 20-F
		☐ Transition Report on Form 11-K
		☐ Transition Report on Form 10-Q
		For the Transition Period Ended:

 

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: N/A

 

PART I – REGISTRANT INFORMATION

 

Lottery.com Inc.

Full Name of Registrant

 

N/A

Former Name, if Applicable

 

20808 State Hwy 71 W, Unit B

Address of Principal Executive Office (Street and Number)

 

Spicewood, Texas 78669

City, State and Zip Code

 

 

PART II – RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

☒		(a)		The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
		(b)		The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
		(c)		The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

PART III – NARRATIVE

 

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

Lottery.com Inc. (the “Company”) was unable to timely file with the Securities and Exchange Commission its Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 Form 10-K”). Shortly before the 5:30 p.m. ET deadline for filing (the “Filing Deadline”), the Company identified certain clerical errors in the draft 2021 Form 10-K. The Company corrected those errors but was not able to do so in time to file the 2021 Form 10-K prior to the Filing Deadline. The Company has subsequently filed the 2021 Form 10-K.

 

PART IV – OTHER INFORMATION

(1)

Name and telephone number of person to contact in regard to this notification:

Kathryn Lever

(512)

592-2451

(Name)

(Area code)

(Telephone Number)

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). ☒ Yes ☐ No

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☒ Yes  ☐ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

The Company’s results of operations for the year ended December 31, 2021 were significantly different from its results of operations from the corresponding period in the prior fiscal year due primarily to the completion of the Company’s business combination in October 2021. Please refer to the 2021 Form 10-K.

 

 

Lottery.com Inc.

(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: April 1, 2022	By:	/s/ Kathryn Lever
		Name:	Kathryn Lever
		Title:	Chief Operating Officer and Chief Legal Officer

 

 

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