0001213900-22-017159 | 10-K | XBRL Viewer

Nature of Operations

Description of Business

Lottery.com Inc. (formerly Trident Acquisitions Corp) (“TDAC”, “Lottery.com” or “the Company”), was formed as a Delaware corporation on March 17, 2016. On October 29, 2021, we consummated a business combination (the “Business Combination”) with AutoLotto, Inc. (“AutoLotto”). Following the closing of the Business Combination (the “Closing”) we changed our name from “Trident Acquisitions Corp.” to “Lottery.com Inc.” and the business of AutoLotto became our business. Tony DiMatteo and Matt Clemenson, the co-founders of AutoLotto, continue to lead our Company as Chief Executive Officer and Chief Revenue Officer, respectively. In connection with the Business Combination the Company moved its headquarters from New York, New York to Spicewood, Texas.

The Company is a leading provider of domestic and international lottery products and services. As an independent third-party lottery game service, the Company offers a platform that it developed and operates to enable the remote purchase of legally sanctioned lottery games in the U.S. and abroad (the “Platform”). The Company’s revenue generating activities are focused on (i) offering the Platform via the Lottery.com app and our websites to users located in the U.S. and international jurisdictions where the sale of lottery games is legal and our services are enabled for the remote purchase of legally sanctioned lottery games (our “B2C Platform”); (ii) offering an internally developed, created and operated business-to-business application programming interface (“API”) of the Platform to enable commercial partners in permitted U.S. and international jurisdictions to purchase certain legally operated lottery games from the Company and resell them to users located within their respective jurisdictions (“B2B API”); and (iii) delivering global lottery data, such as winning numbers and results, to commercial digital subscribers and provide access to other proprietary, anonymized transaction data pursuant to multi-year contracts (“Data Service”).

As a provider of lottery products and services, the Company is required to comply, and its business is subject to, regulation in each jurisdiction in which the Company offers the B2C Platform, or a commercial partner offers users access to lottery games through the B2B API. In addition, it must also comply with the requirements of federal and other domestic and foreign regulatory bodies and governmental authorities in jurisdictions in which the Company operates or with authority over its business. The Company’s business is additionally subject to multiple other domestic and international laws, including those relating to the transmission of information, privacy, security, data retention, and other consumer focused laws, and, as such, may be impacted by changes in the interpretation of such laws.

On June 30, 2021, the Company acquired interest in Medios Electronicos y de Comunicacion, S.A.P.I de C.V. (“Aganar”) and JuegaLotto, S.A. de C.V. (“JuegaLotto”). Aganar has been operating in the licensed iLottery market in Mexico since 2007 as an online retailer of Mexican National Lottery draw games, instant digital scratch-off games and other games of chance. JuegaLotto is licensed by the Mexican federal regulatory authorities to sell international lottery games in Mexico.

Significant Accounting Policies

12 Months Ended

Dec. 31, 2021

Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and its wholly owned operating subsidiaries. Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). All intercompany accounts and transactions have been eliminated in consolidation.

Impact of Trident Acquisition Corp. Business Combination

We accounted for the October 29, 2021 Business Combination as a reverse recapitalization whereby AutoLotto was determined as the accounting acquirer and Trident Acquisition Corp. (“TDAC”) as the accounting acquiree. This determination was primarily based on:

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former AutoLotto stockholders having the largest voting interest in Lottery.com Inc. (“Lottery.com”);

●

the board of directors of Lottery.com having 7 members, and AutoLotto’s former stockholders having the ability to nominate the majority of the members of the board of directors;

●

AutoLotto management continuing to hold executive management roles for the post-combination company and being responsible for the day-to-day operations;

●

the post-combination company assuming the Lottery.com name;

●

Lottery.com maintaining the pre-existing AutoLotto headquarters; and the intended strategy of Lottery.com being a continuation of AutoLotto’s strategy.

Accordingly, the Business Combination was treated as the equivalent of AutoLotto issuing stock for the net assets of TDAC, accompanied by a recapitalization. The net assets of TDAC are stated at historical cost, with no goodwill or other intangible assets recorded.

While TDAC was the legal acquirer in the Business Combination, because AutoLotto was determined as the accounting acquirer, the historical financial statements of AutoLotto became the historical financial statements of the combined company, upon the consummation of the Business Combination. As a result, the financial statements included in the accompanying consolidated financial statements reflect (i) the historical operating results of AutoLotto prior to the Business Combination; (ii) the combined results of the Company and AutoLotto following the closing of the Business Combination; (iii) the assets and liabilities of AutoLotto at their historical cost; and (iv) the Company’s equity structure for all periods presented.

In connection with the Business Combination transaction, we have converted the equity structure for the periods prior to the Business Combination to reflect the number of shares of the Company’s common stock issued to AutoLotto’s stockholders in connection with the recapitalization transaction. As such, the shares, corresponding capital amounts and earnings per share, as applicable, related to AutoLotto convertible preferred stock and common stock prior to the Business Combination have been retroactively converted by applying the exchange ratio established in the Business Combination.

Non-controlling Interests

Non-controlling interests represent the proportionate ownership of Aganar and JuegaLotto, held by minority members and reflect their capital investments as well as their proportionate interest in subsidiary losses and other changes in members’ equity, including translation adjustments.

Segment Reporting

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing operating performance. Under the provisions of ASC 280, Segment Reporting, the Company is not organized around specific services or geographic regions. The Company operates in one service line, providing lottery products and services.

We determined that our Chief Financial Officer is the Chief Operating Decision Maker and he uses financial information, business prospects, competitive factors, operating results and other non-U.S. GAAP financial ratios to evaluate our performance, which is the same basis on which our results and performance are communicated to our Board of Directors. Based on the information described above and in accordance with the applicable literature, management has concluded that we are organized and operated as one operating and reportable segment on a consolidated basis for each of the periods presented.

Concentration of Credit Risks

Financial instruments that are potentially subject to concentrations of credit risk are primarily cash. Cash are placed with major financial institutions deemed to be of high-credit-quality in order to limit credit exposure. Cash is regularly maintained in excess of federally insured limits at the financial institutions. Management believes that the Company is not exposed to any significant credit risk related to cash deposits.

Use of Estimates

The preparation of the financial statements requires management to make estimates and assumptions to determine the reported amounts of assets, liabilities, revenue and expenses. Although management believes these estimates are reasonable, actual results could differ from these estimates. The Company evaluates its estimates on an ongoing basis and prepares its estimates on historical experience and other assumptions the Company believes to be reasonable under the circumstances.

Reclassifications

Certain balances have been reclassified in the accompanying consolidated financial statements to conform to the current year presentation. These reclassifications had no effect on the balances of current or total assets and prior year’s net loss or accumulated deficit.

Foreign currency translation

Assets and liabilities of subsidiaries operating outside the United States with a functional currency other than U.S. Dollars are translated into U.S. Dollars using year-end exchange rates. Sales, costs and expenses are translated at the average exchange rates in effect during the year. Foreign currency translation gains and losses are included as a component of accumulated other comprehensive income (loss).

Cash and Restricted Cash

As of December 31, 2021 and 2020, cash comprised of cash deposits, and deposits with some banks exceeded federally insured limits with the majority of cash held in one financial institution. Management believes all financial institutions holding its cash are of high credit quality and does not believe the Company is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships.

The Company had no marketable securities as of December 31, 2021 and December 31, 2020.

As of December 31, 2020, restricted cash included $6,950,000 escrow deposit related to the Company’s future performance obligations to provide data access to a third party under a Master Service Agreement dated December 12, 2020. As of December 31, 2021, the restricted cash balance was $0 as the Company met all requirements in the agreement.

Accounts Receivable

The Company through its various merchant providers pre-authorizes forms of payment prior to the sale of digital representation of lottery games to minimize exposure to losses related to uncollected payments and does not extend credit to the user of the B2C Platform or the commercial partner of the B2B API, being its customers, in the normal course of business. The Company estimates its bad debt exposure each period and records a bad debt provision for accounts receivable it believes it may not collect in full. The Company did not record any allowance for uncollectible receivables as of December 31, 2021 and 2020. The Company has not incurred bad debt expense historically.

Prepaid Expenses

Prepaid expenses consist of payments made on contractual obligations for services to be consumed in future periods. The Company entered into an agreement with a third party to provide advertising services and issued equity instruments as compensation for the advertising services. The Company expenses the service as it is performed. The value of the services provided were used to value these contracts. The current portion of prepaid expenses is included in current assets on the consolidated balance sheets.

Investments

On August 2, 2018, AutoLotto purchased 186,666 shares of Class A-1 common stock of a third party business development partner representing 4% of the total outstanding shares of the company. As this investment resulted in less than 20% ownership, it was accounted for using the cost basis method.

Property and equipment, net

Property and equipment are stated at cost. Depreciation and amortization are generally computed using the straight-line method over estimated useful lives ranging from three to five years. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the asset. Routine maintenance and repair costs are expensed as incurred. The costs of major additions, replacements and improvements are capitalized. Gains and losses realized on the sale or disposal of property and equipment are recognized or charged to other expense in the consolidated statement of operations.

Depreciation of property and equipment is computed using the straight-line method over the following estimated useful lives:

Computers and equipment			3 years
Furniture and fixtures			5 years
Software			3 years

Leases

Right-of-use assets (“ROU assets”) represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Variable lease payments are not included in the calculation of the right-of-use asset and lease liability due to uncertainty of the payment amount and are recorded as lease expense in the period incurred. As most of the leases do not provide an implicit rate, the Company used its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Otherwise, the implicit rate was used when readily determinable. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

Under the available practical expedient, the Company accounts for the lease and non-lease components as a single lease component for all classes of underlying assets as both a lessee and lessor. Further, management elected a short-term lease exception policy on all classes of underlying assets, permitting the Company to not apply the recognition requirements of this standard to short-term leases (i.e. leases with terms of 12 months or less).

Internal Use Software Development

Software development costs incurred internally to develop software programs to be used solely to meet our internal needs and applications are capitalized once the preliminary project stage is complete and it is probable that the project will be completed and the software will be used to perform the intended function. Additionally, we capitalize qualifying costs incurred for upgrades and enhancements to existing software that result in additional functionality. Costs related to preliminary project planning activities, post-implementation activities, maintenance and minor modifications are expensed as incurred. Internal-use software development costs are amortized on a straight line basis over the estimated useful life of the software.

Goodwill and Other Intangible Assets

Goodwill represents the excess of the cost of assets acquired over the fair value of the net assets at the date of acquisition. Intangible assets represent the fair value of separately recognizable intangible assets acquired in connection with the Company’s business combinations. The Company evaluates its goodwill and other intangibles for impairment on an annual basis or whenever events or circumstances indicate that an impairment may have occurred in accordance with the provisions of ASC 350, “Goodwill and Other Intangible Assets”. The Company reviewed for impairment and determined that no impairment indicators exist as of December 31, 2021 and 2020. See Footnote 5 for further discussion.

Revenue Recognition

Under the new standard, Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606)”, the Company recognizes revenues when the following criteria are met: (i) persuasive evidence of a contract with a customer exists; (ii) identifiable performance obligations under the contract exist; (iii) the transaction price is determinable for each performance obligation; (iv) the transaction price is allocated to each performance obligation; and (v) when the performance obligations are satisfied. Revenues are recognized when control of the promised goods or services is transferred to the customers in an amount that reflects the consideration expected to be entitled to in exchange for those goods or services.

Lottery game revenue

Items that fall under this revenue classification include:

Lottery game sales

The Company’s performance obligations of delivering lottery games are satisfied at the time in which the digital representation of the lottery game is delivered to the user of the B2C Platform or the commercial partner of the B2B API, therefore, are recognized at a point in time. The Company receives consideration for lottery game sales at the time of delivery to the customer, being the user or commercial partner, as applicable. There is no variable consideration related to lottery game sales. As each individual lottery game delivered represents a distinct performance obligation and consideration for each game sale is fixed, representing the standalone selling price, there is no allocation of consideration necessary.

In accordance with Accounting Standards Codification (“ASC”) 606, the Company evaluates the presentation of revenue on a gross versus net basis dependent on if the Company is a principal or agent. In making this evaluation, some of the factors that are considered include whether the Company has control over the specified good or services before they are transferred to the customer. The Company also assesses if it is primarily responsible for fulfilling the promise to provide the goods or services, has inventory risk, and has discretion in establishing the price. For all of the Company’s transactions, management concluded that gross presentation is appropriate, as the Company is primarily responsible for providing the performance obligation directly to the customers and assumes fulfilment risk of all lottery game sales as it retains physical possession of lottery game sales tickets from time of sale until the point of redemption. The Company also retains inventory risk an all lottery game sales tickets as they would be responsible for any potential winnings related to lost or unredeemable tickets at the time of redemption. Finally, while states has the authority to establish lottery game sales prices, the Company can add service fees to ticket prices evidencing its ability to establish the ultimate price of the lottery tickets being sold.

Other associated revenue

The Company’s performance obligations in agreements with certain customers is to provide a license of intellectual property related to the use of the Company’s tradename for marketing purposes by partners of the Company. Customers pay a license fee up front. The transaction price is deemed to be the license issue fee stated in the contract. The license offered by the Company represents a symbolic license which provides the customer with the right to use the Company’s intellectual property on an ongoing basis with continued support throughout the term of the contract in the form of ongoing maintenance of the underlying intellectual property. There is no variable consideration related to these performance obligations.

Affiliate marketing credit revenue

The Company’s performance obligation in agreements with certain customers is to transfer previously acquired affiliate marketing credits (‘credits’). Customers’ payment for these credits is priced on a per-contract basis. The performance obligation in these agreements is to provide title rights of the previously acquired credits to the customer. This transfer is point-in-time when the revenue is recognized, and there are no variable considerations related to this performance obligation.

Arrangements with multiple performance obligations

The Company’s contracts with customers may include multiple performance obligations. For such arrangements, management allocates revenue to each performance obligation based on its relative standalone selling price. Management generally determines standalone selling prices based on the prices charged to customers.

Deferred Revenue

The Company records deferred revenue when cash payments are received or due in advance of any performance, including amounts which are refundable.

Payment terms vary by the type and location of the customer and the products or services offered. The term between invoicing and when payment is due is not significant. For certain products or services and customer types, management requires payment before the products or services are delivered to the customer.

Contract Assets

Given the nature of the Company’s services and contracts, it has no contract assets.

Taxes

Taxes assessed by a governmental authority that are both imposed on and concurrent with specific revenue-producing transactions, that are collected by us from a customer, are excluded from revenue.

Cost of Revenue

Cost of revenue consists primarily of variable costs, comprising (i) the cost of procurement of lottery games, minus winnings to users, additional expenses related to the sale of lottery games, including, commissions, affiliate fees and revenue shares; and (ii) payment processing fees on user fees, including, chargebacks imposed on the Company. Other non-variable costs included in cost of revenue include affiliate marketing credits acquired on a per-contract basis.

Stock-based Compensation

Effective October 1, 2019, the Company adopted ASU 2018-07, Compensation – “Stock Compensation (Topic 718): Improvements to Nonemployee Share-based Payment Accounting” (“ASC 718”), which addresses aspects of the accounting for nonemployee share-based payment transactions and accounts for share-based awards to employees in accordance with ASC 718, Stock Compensation. Under this guidance, stock compensation expense is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the estimated service period (generally the vesting period) on the straight-line attribute method.

Advertising Costs

Advertising costs are charged to operations when incurred. Advertising costs for the years ended December 31, 2021 and 2020 were approximately $507,000 and $66,000, respectively.

Income Taxes

For both financial accounting and tax reporting purposes, the Company reports income and expenses based on the accrual method of accounting.

For federal and state income tax purposes, the Company reports income or loss from their investments in limited liability companies on the consolidated income tax returns. As such, all taxable income and available tax credits are passed from the limited liability companies to the individual members. It is the responsibility of the individual members to report the taxable income and tax credits, and to pay any resulting income taxes. Therefore, in relation to the income and losses incurred by the limited liability companies, they have been consolidated in the Company’s tax return and provision based upon its relative ownership.

Income taxes are accounted for in accordance with ASC 740, “Income Taxes” (“ASC 740”), using the asset and liability method. Under this method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which these temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided for those deferred tax assets for which it is more likely than not that the related benefit will not be realized.

The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (i) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position; and (ii) for those tax positions that meet the more likely than not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company’s policy is to recognize interest and penalties related to the underpayment of income taxes as a component of income tax expense or benefit. To date, there have been no interest or penalties charged in relation to the unrecognized tax benefits.

Generally, the taxing authorities can audit the previous three years of tax returns and in certain situations audit additional years. For federal tax purposes, the Company’s 2018 through 2021 tax years generally remain open for examination by the tax authorities under the normal three-year statute of limitations. For state tax purposes, the Company’s 2017 through 2021 tax years remain open for examination by the tax authorities under the normal four-year statute of limitations.

Fair Value of Financial Instruments

The Company determines the fair value of its financial instruments in accordance with the provisions of ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), which establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below:

	●	Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities

	●	Level 2 — Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability

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Level 3 — Valuation is generated from model-based techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect our own estimates of assumptions that market participants would use in pricing the asset or liability.

Determination of fair value and the resulting hierarchy requires the use of observable market data whenever available.

The classification of an asset or liability in the hierarchy is based upon the lowest level of input that is significant to the measurement of fair value.

Fair value of stock options and warrants

Management uses the Black-Scholes option-pricing model to calculate the fair value of stock options and warrants. Use of this method requires management to make assumptions and estimates about the expected life of options and warrants, anticipated forfeitures, the risk-free rate, and the volatility of the Company’s share price. In making these assumptions and estimates, management relies on historical market data.

Recent Accounting Pronouncements

In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and other (Topic 350) (“ASU 2017-04”). ASU 2017-04 simplifies the accounting for goodwill impairment and removes Step 2 of the goodwill impairment test. Goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value limited to the total amount of goodwill allocated to that reporting unit. Entities will continue to have the option to perform a qualitative assessment to determine if a quantitative impairment test is necessary. The same one-step impairment test will be applied to goodwill at all reporting units, even those with zero or negative carrying amounts. The amendments in this ASU are effective for goodwill impairment tests in fiscal years beginning after December 15, 2021, and early adoption is permitted. The Company is currently evaluating this new standard and management does not currently believe it will have a material impact on its consolidated financial statements, depending on the outcome of future goodwill impairment tests.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Adoption of ASU 2016-13 will require the Company to use forward-looking information to formulate its credit loss estimates. ASU 2016-13 is effective for annual reporting periods beginning after December 15, 2022, and early adoption is permitted. The Company is currently evaluating this new standard and currently does not expect it to have a significant impact on the Company’s consolidated financial statements.

In December 2019, the FASB issued ASU No 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU2019-12”). ASU 2019-12 removes certain exceptions to the general principles in Topic 740 in Generally Accepted Accounting Principles. ASU 2019-12 is effective for annual reporting periods beginning after December 15, 2021, and early adoption is permitted. The Company is currently evaluating this new standard and currently does not expect it to have a significant impact on the Company’s consolidated financial statements.

In October 2020, the FASB issued ASU No. 2020-09, Debt (Topic 470) (“ASU 2020-09”). ASU 2020-09 amendments to SEC paragraphs pursuant to SEC release NO. 33-10762 amends terms related to Debt Guarantors and Issuers of Guaranteed Securities Registered or to be Registered with the SEC. The Company is currently evaluating the timing of adoption and impact of the updated guidance on its financial statements.

Business Combination

12 Months Ended

Dec. 31, 2021

Business Combinations [Abstract]

Business Combination

TDAC Combination

On October 29, 2021, the Company and AutoLotto consummated the transactions contemplated by the Merger Agreement. At the Closing, each share of common stock and preferred stock of AutoLotto that was issued and outstanding immediately prior to the effective time of the Merger (other than excluded shares as contemplated by the Merger Agreement) was cancelled and converted into the right to receive approximately 3.0058 shares (the “Exchange Ratio”) of Lottery.com. common stock.

The Merger closing was a triggering event for the Series B convertible notes, of which $63.8 million was converted into 3,248,526 shares of AutoLotto that were then converted into 9,764,511 shares of Lottery.com common stock using the Exchange Ratio.

At the Closing, each option to purchase AutoLotto’s common stock, whether vested or unvested, was assumed and converted into an option to purchase a number of shares of Lottery.com common stock in the manner set forth in the Merger Agreement.

The Company accounted for the Business Combination as a reverse recapitalization whereby AutoLotto was determined as the accounting acquirer and TDAC as the accounting acquiree. Refer to Note 2, Summary of Significant Accounting Policies, for further details. Accordingly, the Business Combination was treated as the equivalent of AutoLotto issuing stock for the net assets of TDAC, accompanied by a recapitalization. The net assets of TDAC are stated at historical cost, with no goodwill or other intangible assets recorded.

The accompanying consolidated financial statements and related notes reflect the historical results of AutoLotto prior to the merger and do not include the historical results of TDAC prior to the consummation of Business combination.

Upon the closing of the transaction, AutoLotto received total gross proceeds of approximately $42,794,000, from TDAC’s trust and operating accounts. Total transaction costs were approximately $9,460,000, which principally consisted of advisory, legal and other professional fees and were recorded in additional paid in capital. Cumulative debt repayments of approximately $11,068,000, inclusive of accrued but unpaid interest, were paid in conjunction with the close, which included approximately $5,475,000 repayment of notes payable to related parties, and approximately $5,593,000 payment of accrued underwriter fees.

Pursuant to the terms of the Business Combination Agreement, the holders of issued and outstanding shares of AutoLotto immediately prior to the Closing (the “Sellers”) were entitled to receive up to 6,000,000 additional shares of Common Stock (the “Seller Earnout Shares”) and Vadim Komissarov, Ilya Ponomarev and Marat Rosenberg (collectively the “TDAC Founders”) were also entitled to receive up to 4,000,000 additional shares of Common Stock (the “TDAC Founder Earnout Shares” and, together with the Seller Earnout Shares, the “Earnout Shares”). One of the earnout criteria had not been met by the December 31, 2021 deadline thus no earnout shares were granted specific to that criteria. As of December 31, 2021, 3,000,000 of the Seller Earnout Shares and 2,000,000 TDAC Founder Earnout Shares are still eligible Earnout Shares until December 31, 2022.

Global Gaming Acquisition

On June 30, 2021, the Company completed its acquisition of 100 percent of equity of Global Gaming Enterprises, Inc., a Delaware corporation (“Global Gaming”), which holds 80% of the equity of each of Medios Electronicos y de Comunicacion, S.A.P.I de C.V. (“Aganar”) and JuegaLotto, S.A. de C.V. (“JuegaLotto”). JuegaLotto is federally licensed by the Mexico regulatory authorities with jurisdiction over the ability to sell international lottery games in Mexico through an authorized federal gaming portal and is licensed for games of chance in other countries throughout Latin America. Aganar has been operating in the licensed iLottery market in Mexico since 2007 and is licensed to sell Mexican National Lottery draw games, instant win tickets, and other games of chance online with access to a federally approved online casino and sportsbook gaming license and additionally issues a proprietary scratch lottery game in Mexico under the brand name Capalli. The opening balance of the acquirees have been included in our consolidated balance sheet since the date of the acquisition. Since the acquirees’ financial statements were denominated in Mexican pesos, the exchange rate of 22.0848 pesos per dollar was used to translate the balances.

The net purchase price was allocated to the assets and liabilities acquired as per the table below. Goodwill represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. The fair values of the acquired intangible assets were determined using Level 3 inputs which were not observable in the market.

The total purchase price of $10,989,691, consisting of cash of $10,530,000 and 687,439 shares of common stock of AutoLotto at $0.67 per share. The total consideration transferred was approximately $10,055,214, reflecting the purchase price, net of cash on hand at Global Gaming and the principal amount of certain loans acquired. The purchase price is for an 80% ownership interest and is therefore grossed up to $13,215,843 as to reflect the 20% minority interest in the acquirees. The purchase price was allocated to the identified tangible and intangible assets acquired based on their estimated fair values at the acquisition date as follows:

Cash	$	517,460
Accounts receivable, net		34,134
Prepaids		5,024
Property and equipment, net		2,440
Other assets, net		65,349
Intangible assets		8,590,000
Goodwill		4,940,643
Total assets	$	14,155,051

Accounts payable and other liabilities	$	(387,484	)
Customer deposits		(134,707	)
Related party loan		(417,017	)
Total liabilities	$	(939,208	)

Total net assets of Acquirees	$	13,215,843

Goodwill recognized in connection with the acquisition is primarily attributed to an anticipated growing lottery market in Mexico that are expected to be achieved from the integration of these Mexican entities. None of the goodwill is expected to be deductible for income tax purposes.

Following are details of the purchase price allocated to the intangible assets acquired.

Category	Fair Value

Customer relationships	$	410,000
Gaming licensees		4,020,000
Trade names and trademarks		2,540,000
Technology		1,620,000

Total Intangibles	$	8,590,000

The following pro forma condensed consolidated results of operations for the year ended December 31, 2021 have been prepared as if the acquisition of Global Gaming had occurred on January 1, 2021 and includes adjustments for amortization of intangibles and the addition to basic and diluted weighted average number of shares outstanding.

	For the year ended December 31, 2021
				Global
	Lottery.com (As presented above)			Gaming Acquisition (Historical) (unaudited)			Pro forma Lottery.com
Total revenues	$	68,527,394			1,962,370		$	70,489,764
Net income (loss)		(10,955,026	)		(86,162	)		(11,041,188	)
Net income (loss) attributable to shareholders	$	(11,092,605	)		(86,162	)	$	(11,178,767	)

Net income (loss) per common share
Basic and diluted	$	(0.43	)				$	(0.43	)

Weighted average common shares outstanding
Basic and diluted		25,998,831						25,998,831

Subsequently, the Company adjusted Goodwill for the recording of related deferred tax liabilities as the Company released $1.6 million of valuation allowance since the additional deferred tax liabilities represent a future source of taxable income. See Note 10.

Property and Equipment, net

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Property and Equipment, net

Property and equipment, net as of December 31, 2021 and 2020, consisted of the following:

	December 31,			December 31,
	2021			2020

Computers and equipment	$	113,151		$	85,004
Furniture and fixtures		23,760			14,301
Software		1,903,121			1,903,121
Property and equipment		2,040,032			2,002,426
Accumulated depreciation		(1,898,753	)		(1,331,474	)
Property and equipment, net	$	141,279		$	670,952

Depreciation expense for the years ended December 31, 2021 and 2020 amounted to $560,246 and $641,661, respectively.

Intangible assets, net

12 Months Ended

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible assets, net

TinBu Acquisition

The following intangible assets, net relate to the acquisition of TinBu LLC (“TinBu”):

Customer Relationships

Customer relationships represent the valuation of acquired customer accounts. The cost is amortized on the straight-line method over its estimated useful life of six years.

	December 31,			December 31,
	2021			2020
Cost basis	$	940,000		$	940,000
Less: accumulated amortization		(522,222	)		(365,556	)
	$	417,778		$	574,444

Amortization expense for the years ended December 31, 2021 and 2020 was $156,667. Estimated amortization expense for each of the ensuing years through December 31, 2024 will be $156,667 (except for 2024, which will be $104,444).

Trade Name

Trade name consists of the valuation of the Company’s trademarks and brand identity. The trade name is being amortized on the straight-line method over its respective term of six years.

	December 31,			December 31,
	2021			2020
Cost basis	$	10,000		$	10,000
Less: accumulated amortization		(5,556	)		(3,889	)
	$	4,444		$	6,111

Amortization expense for the years ended December 31, 2021 and 2020 was $1,667. Estimated amortization expense for each of the ensuing years through December 31, 2024 will be $1,667 (except for 2024, which will be $1,111).

Technology

Technology represents the valuation of acquired technology. The cost is amortized on the straight-line method over its estimated useful life of six years.

	December 31,			December 31,
	2021			2020
Cost basis	$	1,430,000		$	1,430,000
Less: accumulated amortization		(794,444	)		(556,111	)
	$	635,556		$	873,889

Amortization expense for the years ended December 31, 2021 and 2020 was $238,333. Estimated amortization expense for each of the ensuing years through December 31, 2024 will be $238,333 (except for 2024, which will be $158,889).

Software Agreements

The Company entered into a software agreement with a third party. As part of the agreement, the Company paid $2,000,000 for unlimited access to the software of the third party. The cost of this software agreement is amortized on the straight-line method over its estimated useful life of six years.

	December 31,			December 31,
	2021			2020
Cost basis	$	2,000,000		$	2,000,000
Less: accumulated amortization		(1,277,777	)		(944,444	)
	$	722,223		$	1,055,556

Amortization expense for the years ended December 31, 2021 and 2020 was $333,333. Estimated amortization expense for each of the ensuing years through December 31, 2024 will be $333,333 (except for 2024, which will be $55,556).

Playsino, Inc.

On March 9, 2018, the Company and Playsino Inc. executed a Merger Agreement (the “Playsino Agreement”), which included a provision that, in the event of the Playsino Agreement’s termination, the Company would receive a non-exclusive license to certain programs, databases and operating systems owned by Playsino, Inc. without further action required by either the Company or Playsino, Inc. On February 15, 2021, the Company terminated the majority of the Playsino Agreement, to pursue a business combination with Trident. The surviving provision was the non-exclusive license for which the Company issued Playsino, Inc. a Series B notes in the principal amount to $12.45 million. The Company’s non-exclusive license to certain programs, databases and operating systems became effective as of the date of the termination of the Playsino Agreement, being February 15, 2021, on which both parties were able to agree on the value for the non-exclusive license. The non-exclusive license is treated as an intangible asset under ASC 350 “Intangibles — Goodwill and Other”. The useful life of the intangible asset is five years. The cost of the intangible asset is amortized on the straight-line method over its estimated useful life. As of the date of this filing, the Company’s management assessed that were no triggering events or circumstances that indicated that the asset carrying value would be impaired. Management will continue to evaluate for impairment periodically in accordance with ASC 360-10 “Overall — Recoverability of Carrying Amounts — Assets to Be Held and Used”.

	December 31,
	2021
Cost basis	$	12,450,000
Less: accumulated amortization		(1,867,500	)
	$	10,582,500

Amortization expense for the year ended December 31, 2021 was $1,867,500. Estimated amortization expense for each of the ensuing years through December 31, 2026 will be $2,075,000 (except for 2026, which will be $207,500).

Sports.com Domain Acquisition

In February 2021, the Company purchased the domain name sports.com. The total purchase price for the unlimited use of the domain name was $6,000,000 which was partially paid in cash for $3,000,000 and the balance was settled by issuing Series B convertible debt of $3,000,000 (see Note 6). The cost is amortized n the straight-line method over its estimated useful life of fifteen years.

	December 31,
	2021
Cost basis	$	6,000,000
Less: accumulated amortization		(333,333	)
	$	5,666,667

Amortization expense for the year ended December 31, 2021 was $333,333. Estimated amortization expense for each of the ensuing years through December 31, 2036 will be $400,000 (except for 2036, which will be $66,667).

Lottery.com Domain Acquisition

In March 2017, the Company purchased the domain name lottery.com. The total purchase price was $935,000 for the domain name. The cost is amortized on the straight-line method over its estimated useful life of fifteen years.

	December 31,			December 31,
	2021			2020
Cost basis	$	935,000		$	935,000
Less: accumulated amortization		(296,083	)		(233,750	)
	$	638,917		$	701,250

Amortization expense for the years ended December 31, 2021 and 2020 was $62,333. Estimated amortization expense for each of the ensuing years through December 31, 2032, will be $62,333 (except for 2032, which will be $15,588).

Aganar and JuegaLotto Acquisition

The following intangible assets, net relate to the acquisition of Aganar and JuegaLotto:

Customer Relationships

Customer relationships represent the valuation of acquired customer accounts. The asset will be amortized on the straight-line method over its estimated useful life of six years.

	December 31,
	2021
Cost basis	$	410,000
Less: accumulated amortization		(34,167	)
	$	375,833

Amortization expense for the year ended December 31, 2021 was $34,167. Estimated amortization expense for each of the ensuing years through December 31, 2027 will be $68,333 (except for 2027, which will be $34,167).

Trade Name

Trade name consists of the valuation of the Company’s trademarks and brand identity. The trade name is being amortized on the straight-line method over its respective term of six years.

	December 31,
	2021
Cost basis	$	2,540,000
Less: accumulated amortization		(211,667	)
	$	2,328,333

Amortization expense for the year ended December 31, 2021 was $211,667. Estimated amortization expense for each of the ensuing years through December 31, 2027 will be $423,333 (except for 2027, which will be $211,667).

Technology

Technology represents the valuation of acquired technology. The asset will be amortized on the straight-line method over its estimated useful life of six years.

	December 31,
	2021
Cost basis	$	1,620,000
Less: accumulated amortization		(135,000	)
	$	1,485,000

Amortization expense for the year ended December 31, 2021 was $135,000. Estimated amortization expense for each of the ensuing years through December 31, 2027 will be $270,000 (except for 2027, which will be $135,000).

Gaming Licenses

Gaming licenses represent the valuation of licenses allowing the entities to operate in certain jurisdictions. The asset will be amortized on the straight-line method over its estimated useful life of six years.

	December 31,
	2021
Cost basis	$	4,020,000
Less: accumulated amortization		(335,000	)
	$	3,685,000

Amortization expense for the year ended December 31, 2021 was $670,000. Estimated amortization expense for each of the ensuing years through December 31, 2027 will be $670,000 (except for 2027, which will be $335,000).

Internal Use Software Development

The Company has reviewed the software development expenses associated with a variety of software development efforts during the year 2021 and determined that a significant amount of the expense associated with internally developed software should be capitalized under ASC 350-40.

The Company’s identified capitalized software intangible assets are amortized on a straight-line basis over their estimated useful lives, ranging from 2 to 10 years.

	December 31,
	2021
Cost basis	$	111,951
Less: accumulated amortization		(23,323	)
	$	88,628

Amortization expense for the year ended December 31, 2021 was $23,323. Estimated amortization expense for years ended December 31, 2022 and December 31, 2023 will be $55,976 and $32,652, respectively.

Software development costs of $2,080,099 relate to project not placed in service as of December 31, 2021, amortization will be calculated using the straight line method over the appropriate estimated useful life.

Notes Payable and Convertible Debt

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Notes Payable and Convertible Debt

Secured Convertible Note

In connection with the Lottery.com domain purchase, the Company issued a secured convertible promissory note (“Secured Convertible Note”) with a fair value of $935,000 that matured in March 2021. The Company used the fair value of the Secured Convertible Note to value the debt instrument issued. In March 2021, the Secured Convertible Note was fully converted into 1,398,221 shares of the Company’s common stock (see Note 7).

Series A Notes

From August to October 2017, the Company entered into seven Convertible Promissory Note Agreements with unaffiliated investors for an aggregate amount of $821,500. The notes bear interest at 10% per year, are unsecured, and were due and payable on June 30, 2019. The parties have verbally agreed to extend the maturity of the notes to December 31, 2021. As of December 31, 2021 and December 31, 2020, the balance amount due on these notes was $0 and $821,500, respectively. The Company cannot prepay the loan without consent from the noteholders. As of December 31, 2021, there have been no Qualified Financing events, that trigger conversion, this included the TDAC combination. As of December 31, 2021, the remaining outstanding balance of $771,500 are no longer convertible and have been reclassified to Notes Payable as per the agreement. Accrued interest on the note payable was $138,822 at December 31, 2021.

Series B Notes

From November 2018 to December 2020, the Company entered into multiple Convertible Promissory Note agreements with unaffiliated investors for an aggregate amount of $8,802,828. The notes bear interest at 8% per year, are unsecured, and were due and payable on dates ranging from December 2020 to December 2021. For those notes maturing on or before December 31, 2020, the parties entered into amendments in February 2021 to extend the maturity of the notes to December 21, 2021. The Company cannot prepay the loan without consent from the noteholders.

During the year ended December 31, 2021, the Company entered into multiple Convertible Promissory Note agreements with unaffiliated investors for an aggregate amount of $38,893,733. The notes bear interest at 8% per year, are unsecured, and are due and payable on dates ranging from December 2021 to December 2022. The Company cannot prepay the loan without consent from the noteholders. As of December 31, 2021, the Series B Convertible Notes had a balance of $0. The Company also issued additional convertible promissory notes with unaffiliated investors for an aggregate amount of $10,000,000. The notes bear an interest at 6% per year, are unsecured and were due in May 2023.

During the year ended December 31, 2021, the Company entered into amendments with six of the Series B promissory noteholders to increase the principal value of the notes. The additional principal associated with the amendments totaled $3,552,114. The amendments were accounted for as a debt extinguishment, whereby the old debt was derecognized and the new debt was recorded at fair value. The Company recorded loss on extinguishment of $71,812 as a result of the amendment which is mapped in “Other expenses” on the consolidated statements of operations and comprehensive loss.

As of October 29, 2021, all except $185,095 of the series B convertible notes were converted into 9,764,511 shares of Lottery.com common stock. As of December 31, 2021, the remaining outstanding balance of $185,095 are no longer convertible and have been reclassified to notes payable. See Note 3 Accrued interest on this note payable as of December 31, 2021 was $35,184.

As of December 31, 2021 and 2020, the outstanding balances of the Series A and B notes was as follows;

	December 31,		December 31,
	2021		2020
Total face value of series A convertible notes payable	$	-	$	821,500
Total face value of series B convertible notes payable		-		8,607,802
Total face value of secured convertible promissory note		-		935,000
Total face value of convertible notes payable		-		10,364,302
Less: unamortized beneficial conversion feature		-		(1,240,716	)
Less: unamortized debt discount		-		(230,921	)
Total convertible notes payable, net		-		8,892,665
Less: current portion of convertible notes payable		-		(8,882,665	)
Convertible notes payable, net of current portion	$	-	$	10,000

PPP Loan

On May 1, 2020, the Company entered into a Promissory Note with Cross River Bank, which provides for a loan in the aggregate amount of $493,225, pursuant to the Paycheck Protection Program, (“PPP”). The PPP, established under Division A, Title I of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) enacted on March 27, 2020, provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The loans and accrued interest are forgivable after eight weeks as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities (“Qualified Expenses”), and maintains its payroll levels. On August 24, 2021, the PPP loan and accrued interest was forgiven by the U.S. Small Business Administration (“SBA”) in full. The Company recorded the full amount related to the forgiveness of the PPP loan as a gain on extinguishment of debt during our third quarter of fiscal year 2021.

Short term loans

On June 29, 2020, the Company entered into a Promissory Note with the U.S. Small Business Administration (“SBA”) for $150,000. The loan has a thirty-year term and bears interest at a rate of 3.75% per annum. Monthly principal and interest payments are deferred for twelve months after the date of disbursement. The loan may be prepaid at any time prior to maturity with no prepayment penalties. The Promissory Note contains events of default and other provisions customary for a loan of this type. As of December 31, 2021 and 2020, the balance of the loan was $150,000 and $150,000, respectively. As of December 31, 2021, the accrued interest on this note was $2,255.

In August 2020, the Company entered into three separate note payable agreements with three individuals for an aggregate amount of $37,199. The notes bear interest at a variable rate, are unsecured, and the parties have verbally agreed the notes will be due upon a qualifying financing event. As of December 30, 2021 and 2020, the balance of the loans totaled $13,000 and 17,700, respectively.

Notes payable

On August 28, 2018, in connection with the purchase of the entire membership interest of TinBu, the Company entered into several notes payable for $12,674,635 with the sellers of the TinBu and a broker involved in the transaction. The notes had an interest rate of 0%, and original maturity date of January 25, 2022. The notes payable were modified during 2021 to extend the maturity to June 30, 2022 and modified the interest rate to include simple interest of 4.1% per annum effective October 1, 2021. Each of the amendments were evaluated and determined to be loan modifications and accounted for accordingly.

As of December 30, 2021 and December 31, 2020, the balance of the notes was $2,628,234 and $11,067,643, respectively.

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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Stockholders' Equity Note [Abstract]

Stockholders’ Equity

12 Months Ended

Dec. 31, 2021

Stockholders’ Equity

Preferred and Common Stock

Preferred Stock

Pursuant to the Company’s charter, the Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.001 per share. Our board of directors has the authority without action by the stockholders, to designate and issue shares of preferred stock in one or more classes or series, and the number of shares constituting any such class or series, and to fix the voting powers, designations, preferences, limitations, restrictions and relative rights of each class or series of preferred stock, including, without limitation, dividend rights, conversion rights, redemption privileges and liquidation preferences, which rights may be greater than the rights of the holders of the common stock. As of December 31, 2021, there were no shares of preferred stock issued and outstanding.

Common Stock

Our Charter authorizes the issuance of an aggregate of 500,000,000 shares of Common Stock, par value $0.001 per share. The shares of Common Stock are duly authorized, validly issued, fully paid and non-assessable. Our purpose is to engage in any lawful act or activity for which corporations may now or hereafter be organized under the DGCL. Unless our Board determines otherwise, we will issue all shares of our common stock in uncertificated form. Holders of our Common Stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. The holders of Common Stock do not have cumulative voting rights in the election of directors. Upon our liquidation, dissolution or winding up and after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of our Common Stock will be entitled to receive pro rata our remaining assets available for distribution.

As of December 31, 2021 and December 31, 2020, 46,808,251 shares and 22,658,006 shares, respectively, were outstanding. During the year ended December 31, 2021, the Company issued the following shares of common stock.

Issuance of Common Stock in Reverse Merger (Note 3)			11,384,655
Issuance of Common Stock in Global Gaming Acquisition (Note 3)			687,439
Exercise of options (Note 8)			737,732
Exercise of warrants (See below)			177,684
Conversion of convertible debt (Note 6)			11,162,735

Total			24,150,245

Public Warrants

The Public Warrants became exercisable 30 days after the Closing as the Company has an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The S-1 registration became effective November 24, 2021. The Public Warrants will expire five years after October 29, 2021, which was the completion of the TDAC Combination or earlier upon redemption or liquidation.

The Company may redeem the Public Warrants:

	●	in whole and not in part;

	●	at a price of $0.01 per warrant;

	●	upon a minimum of 30 days’ prior written notice of redemption;

	●	if, and only if, the last sale price of the Company’s common stock equals or exceeds $16.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and

●

if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. These warrants cannot be net cash settled by the Company in any event.

As of December 31, 2021, there were 20,125,000 Public Warrants outstanding. Immediately after giving effect to the Business Combination, there were 20,125,002 warrants to purchase share of Common stock outstanding, 20,125,000 of which are public warrants and two of which were previously warrants of AutoLotto, which are now warrants of Lottery.com and are exercisable to purchase an aggregate of 395,675 shares of common stock.

Private Warrants

Private warrants of TDAC issued before the business combination were forfeited and did not transfer to the surviving entity.

Unit Purchase Option

On June 1, 2018, the Company sold to the underwriter (and its designees), for $100, an option to purchase up to a total of 1,750,000 Units exercisable at $12.00 per Unit (or an aggregate exercise price of $21,000,000) commencing on the consummation of the Business Combination. The 1,750,000 Units represents the right to purchase 1,750,000 shares of common stock and 1,750,000 warrants to purchase 1,750,000 shares of common stock. The unit purchase option may be exercised for cash or on a cashless basis, at the holder’s option, and expires on May 29, 2023. The Units issuable upon exercise of this option are identical to those offered by Lottery.com. The Company accounted for the unit purchase option, inclusive of the receipt of $100 cash payment, as an expense of the Business Combination resulting in a charge directly to stockholders’ equity. As of December 31, 2021 all of the 1,750,000 Units are vested, exercisable and outstanding.

Common Stock Warrants

The Company did not issue any warrants during the years ended December 31, 2021 and 2020. All 395,675 outstanding warrants are fully vested and have a weighted average remaining contractual life of 4.0 years. The Company did not incur any expense for the year ended December 31, 2021 and 2020.

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)		Aggregate Intrinsic Value
Outstanding at December 31, 2019		573,359		$	0.28		5.8	$	272,638
Granted		-			-		-
Exercised		-			-		-
Forfeited/cancelled		-			-		-
Outstanding at December 31, 2020		573,359			0.28		4.8		272,638
Granted		-			-		-
Exercised		(177,684	)		0.66		-
Forfeited/cancelled		-			-		-
Outstanding at December 31, 2021		395,675		$	0.11		4.0	$	2,478,501

Exercisable at December 31, 2021		395,675		$	0.11		4.0	$	2,478,501

Beneficial Conversion Feature – Convertible Debt

As detailed in Note 6 – Notes Payable and Convertible Debt, the Company has issued two series of convertible debt. Both issuances resulted in the recognition of the beneficial conversion features contained within both of the instruments. The Company recognized the proceeds allocable to the beneficial conversion feature of $8,480,697 as additional paid in capital and a corresponding debt discount of $2,795,000. This additional paid in capital is reflected in the accompanying consolidated Statements of Equity.

Earnout Shares

As detailed in Note 3 – as part of the TDAC Combination as of December 31, 2021 a total of 5,000,000 Earnout Shares are eligible for issuance until December 31, 2022.

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 13
-Subparagraph (g)
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008

Share-Based Payment Arrangement [Abstract]

Stock - Based Compensation Expense

12 Months Ended

Dec. 31, 2021

Stock - based Compensation Expense

Stock-based Compensation Expense

2015 Stock Option Plan

Prior to the closing of the Business Combination, AutoLotto had the AutoLotto, Inc. 2015 Stock Option/Stock Issuance Plan (the “2015 Plan”) in place. Under the 2015 Plan, incentive stock options may be granted at a price not less than fair market value of the common stock (110% of fair value to holders of 10% or more of voting stock). If the Common Stock is at the time of grant listed on any Stock Exchange, then the Fair Market Value shall be the closing selling price per share of Common Stock on the date in question on the Stock Exchange, as such price is officially quoted in the composite tape of transactions on such exchange and published in The Wall Street Journal. If there is no closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists. If the Common Stock is at the time neither listed on any Stock Exchange, then the Fair Market Value shall be determined by the Board of Directors or the Committee acting in its capacity as administrator of the Plan after taking into account such factors as the Plan Administrator shall deem appropriate. The maximum number of shares of Common Stock which may be issued over the term of the Plan shall not exceed Four Hundred Fifty Thousand (450,000). Options are exercisable over periods not to exceed 10 years (five years for incentive stock options granted to holders of 10% or more of voting stock) from the date of grant. Shares of Common Stock issued under the Stock Issuance Program may, in the discretion of the Plan Administrator, be fully and immediately vested upon issuance or may vest in one or more instalments over the Participant’s period of Service or upon attainment of specified performance objectives. The Plan Administrator may not impose a vesting schedule upon any option grant or the shares of Common Stock subject to that option which is more restrictive than twenty percent (20%) per year vesting, with the initial vesting to occur not later than one (1) year after the option grant date. However, such limitation shall not be applicable to any option grants made to individuals who are officers of the Corporation, non-employee Board members or independent consultants.

2021 Equity Incentive Plan

In connection with the Business Combination, our board of directors adopted, and our stockholders approved, the Lottery.com 2021 Incentive Award Plan (the “2021 Plan”) under which 13,130,368 shares of Class A common stock were initially reserved for issuance. The 2021 Plan allows for the issuance of incentive and non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units and other stock or cash based awards. The number of shares of the Company’s Class A common stock available for issuance under the 2021 Plan increases annually on the first day of each calendar year, beginning on and including January 1, 2022 and ending on and including January 1, 2031 by a number of shares of Company common stock equal to five percent (5%) of the total outstanding shares of Company common stock on the last day of the prior calendar year. Notwithstanding the foregoing, the Board may act prior to January 1st of a given year to provide that there will be no such increase in the share reserve for such year or that the increase in the share reserve for such year will be a lesser number of shares of Company common stock than would otherwise occur pursuant to the preceding sentence. As of December 31, 2021, the Company has not granted awards under the 2021 Plan.

Stock Options

The Company did not issue any new stock options during the years ended December 31, 2021 and 2020. The following table shows stock option activity for the years ended December 31, 2021 and 2020:

	Shares Available for Grant		Outstanding Stock Awards			Weighted Average Exercise Price per Share			Weighted Average Remaining Contractual Life (years)		Aggregate Intrinsic Value

Balance, December 31, 2019		18,618		1,334,005		$	0.31			6.5	$	362,841
Forfeited/cancelled		18,786		(18,786	)		(0.67	)
Balance, December 31, 2020		37,405		1,315,218			0.30			5.5	$	362,841
Exercised		-		(737,732	)		(0.28	)
Forfeited/Cancelled		231,825		(231,825	)		(0.65	)
Balance, December 31, 2021		269,229		345,661		$	0.97			4.4	$	2,061,303

Exercisable, December 31, 2021		-		345,661		$	0.97			4.4	$	2,061,303

Stock-based compensation expense related to the employee options was $10,077 and $9,417 for the year ended December 31, 2021, and 2020 respectively.

Stock-based compensation expense related to the non-employee options was $0 and $6,682 for year ended December 31, 2021 and 2020, respectively. No income tax benefit has been recognized related to the stock-based compensation expense, and no tax benefits have been realized from the exercised stock options. As of December 31, 2021, unrecognized stock-based compensation associated with stock options amounted to $0.

Restricted awards

The Company has awarded restricted stock to employees on October 28, 2021, which were granted with various vesting terms including immediate vesting, service-based vesting, and performance-based vesting. In accordance with ASC 718, the Company has classified the restricted stock as equity.

For employee issuances, the measurement date is the date of grant, and the Company recognizes compensation expense for the grant of the restricted shares, over the service period for the restricted shares that vest over a period of multiple years and for performance-based vesting awards, the Company recognizes the expense when management believes it is probable the performance condition will be achieved. As of December 31, 2021, the Company had granted 3,832,431 shares with vesting to begin April 2022. For the year ended December 31, 2021, the Company recognized $15,522,185 of stock compensation expense related to the employee restricted stock grants. As of December 31, 2021, unrecognized stock-based compensation associated with the restricted stock awards is $41,006,168 which will be expensed over the next 3.75 years.

The Company had restricted stock activity summarized as follows:

			Weighted
			Average
	Number of		Grant
	Shares		Fair Value
Outstanding at December 31, 2020		-	$	-
Granted		3,832,431		14.75
Vested		-		-
Forfeited/cancelled		-		-
Restricted shares unvested at December 31, 2021		3,832,431	$	14.75

Loss Per Share

12 Months Ended

Dec. 31, 2021

Disclosure of Income (Loss) Per Share [Abstract]

Loss Per Share

The following table sets forth the computation of basic and diluted net loss per share:

	Years Ended December 31,
	2021			2020

Comprehensive net loss attributable to stockholders	$	(11,092,605	)	$	(5,812,663	)

Weighted average common shares outstanding
Basic and diluted		25,998,831			22,658,006

Net loss per common share
Basic and diluted	$	(0.43	)	$	(0.26	)

As of December 31, 2021, the Company excluded 345,661 stock options, 2,012,774 convertible debt into common shares, 3,832,431 of restricted awards, 3,869,305 of warrants, 1,726,027 of earn out shares and 604,110 of unit purchase options from the calculation of diluted net loss per share with the effect being anti-dilutive.

As of December 31, 2020, the Company excluded 1,315,218 stock options and 537,359 warrants from the computation of diluted net loss per share since the intrinsic value of these instruments was zero with the effect being anti-dilutive.

Income Taxes

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

10.

Income Taxes

The Company's pre-tax income (loss) by jurisdiction was as follows for the years ending December 31, 2021 and December 31, 2020;

	Year ended			Year ended
	December 31,			December 31,
	2021			2020
Domestic	$	(11,538,270	)	$	(5,093,504	)
Foreign	$	(968,455	)		-
Total	$	(12,506,715	)	$	5,093,504

The provision for income taxes for continuing operations for the year ended December 31, 2021 and 2020 consist of the following:

	Year ended December 31,			Year ended December 31,
	2021			2020
Current income taxes
Federal		-			-
State		101,378			800
Foreign		-			-
Total current income taxes		6,378			800

Deferred income taxes
Federal		(1,653,067	)		-
State		-			-
Foreign		-			-
Total deferred income taxes		(1,653,067	)		800
Valuation allowance		-
Total income tax expense (benefit)		(1,551,689	)		800

A reconciliation between the amount of reported income tax expense (benefit) and the amount computed by multiplying income from continuing operations before income taxes by the statutory federal income tax rate is shown below. Income tax expense for the year ended December 31, 2021 includes state minimum taxes, permanent differences, and deferred tax assets for which a full valuation allowance has been placed. A corresponding tax expense is included for the year ended December 31, 2021 to reflect the increase in the valuation allowance.

	Year ended December 31,			Year ended December 31,
	2021			2020
Tax Expense at statutory federal rate of 21%	$	(2,278,546	)	$	(1,069,636	)
State income taxes, net of federal income tax benefit		80,089			-
Foreign rate differential		(21,037	)		-
Permanent differences		1,500,262			359,450
Other – Miscellaneous		-			40
Change in valuation allowance		(832,458	)		710,146
Income tax expense (benefit)	$	(1,551,689	)	$	-

Deferred income taxes reflect the tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amount used for income tax purposes. The following table discloses those significant components of our deferred tax assets and liabilities, including any valuation allowance:

	2021			2020
Long-term deferred tax assets:
Federal net operating loss carryforwards	$	12,621,470		$	13,211,841
Foreign net operating loss carryforwards		174,589			-
Stock compensation		3,308,116
Fixed assets		-			6,648
Intangible assets		-			121,333
Other		19,540			170,880
Total deferred tax assets before valuation allowance	$	16,123,715		$	13,510,703

Deferred tax liabilities:
Fixed assets	$	336,699		$	-
Intangible assets		1,452,273			-
Total deferred tax liabilities		1,788,972			-

Valuation allowance		(14,334,743	)		(13,510,703	)
Net deferred tax assets and liabilities	$	-		$	-

Due to the Global Gaming acquisition and the recording of related deferred tax liabilities, the Company released approximately $1,600,000 of valuation allowance since the additional deferred tax liabilities represent a future source of taxable income. For the year ended December 31, 2021, the valuation allowance decreased by approximately $800,000. the Company believes a full valuation allowance against the net deferred tax asset is appropriate at this time. The Company will continue to evaluate the realizability of its deferred tax assets in future years.

At December 31, 2021, our carryforwards available to offset future taxable income consisted of federal net operating loss (“NOL”) carryforwards of approximately $52,000,000, $11,400,000 of which expires between 2034 and 2037 and $40,700,000 of which has no expiration date.

We account for uncertain tax positions in accordance with ASC 740-10-25, which prescribes a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. We have not recorded any unrecognized tax benefits as of December 31, 2021.

Our practice is to recognize interest and penalties related to income tax matters in income tax expense in our consolidated statements of operations. We did not have any interest or penalties on unrecognized tax benefits accrued at December 31, 2021.

The Company is subject to income taxes in the US federal jurisdiction and various state jurisdictions. With few exceptions, the Company is no longer subject to US federal, state and local tax examinations by tax authorities for years prior to fiscal year 2017. The Company is currently not under audit by any tax authority.

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
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-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies

11.

Commitments and Contingencies

Indemnification Agreements

The Company enters into indemnification provisions under its agreements with other entities in its ordinary course of business, typically with business partners, customers, landlords, lenders and lessors. Under these provisions, the Company generally indemnifies and holds harmless the indemnified party for losses suffered or incurred by the indemnified party as a result of the Company’s activities or, in some cases, as a result of the indemnified party’s activities under the agreement. The maximum potential amount of future payments the Company could be required to make under these indemnification provisions is unlimited. The Company has not incurred material costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, the Company believes the estimated fair value of these agreements is minimal. Accordingly, the Company has no liabilities recorded for these agreements as of December 31, 2021 and 2020.

Digital Securities

In 2018, the Company commenced a sale offering and issuance (the “LDC Offering”) of 285 million revenue participation interests (the “Digital Securities”) of the net raffle revenue of LDC Crypto Universal Public Company Limited (“LDC”). The Digital Securities do not have any voting rights, redemption rights, or liquidation rights, nor are they tied in any way to other equity securities of LDC or the Company nor do they otherwise hold any rights that a holder of equity securities of LDC or the Company may have or that a holder of traditional equity securities or capital stock may have. Rather, each of the holders of the Digital Securities has a pro rata right to receive 7% of the net raffle revenue. If the net raffle revenue is zero for a given period, holders of the Digital Securities are not eligible to receive any cash distributions from any raffle sweepstakes of LDC for such period. For the year ended December 31, 2021, the Company incurred an obligation to pay an aggregate amount of approximately $5,632 to holders of the outstanding Digital Securities. The Company did not satisfy any of those obligations during the year ended December 31, 2021. For year ended December 31, 2020, the Company incurred obligations and paid $17,937, respectively, to holders of the outstanding Digital Securities.

Leases

The Company leases office space in Spicewood, Texas which expires January 21, 2022. For the year ended December 31, 2021 and 2020, the Company’s total rent expense was approximately $206,471 and $49,202, respectively.

As of December 31, 2021, future minimum rent payments due under non-cancellable leases with initial maturities greater than one year are as follows:

Years ending December 31,	Amount
2022		184,154
2023		135,222
2024		30,404
	$	393,028

Litigation and Other Loss Contingencies

As of December 31, 2021, there were no pending proceedings that are deemed to be materially detrimental. The Company is a party to legal proceedings in the ordinary course of its business. The Company believes that the nature of these proceedings is typical for a company of its size and scope.

Related Party Transactions

12 Months Ended

Dec. 31, 2021

Related Party Transactions

12.

Related Party Transactions

The Company has entered into transactions with related parties. The Company regularly reviews these transactions; however, the Company’s results of operations may have been different if these transactions were conducted with nonrelated parties.

During the year ended December 31, 2020, the Company entered into borrowing arrangements with the individual founders to provide operating cash flow for the Company. The Company paid $4,700 during the year and has an outstanding balance of $13,000.

During the years ended December 31, 2021 and 2020, the Company entered into a services agreement with Master Goblin Games, LLC (“Master Goblin Games”), an entity owned by an officer of the Company, to facilitate the establishment of receipt of retail lottery licenses in certain jurisdictions. As of December 31, 2021, the Company had no outstanding related party payables.

Pursuant to the Service Agreement, Master Goblin is authorized and approved by the Company to incur up to $100,000 in initial expenses per location for the commencement of operations at each location, including, without limitation, tenant improvements, furniture, inventory, fixtures and equipment, security and lease deposits, and licensing and filing fees. Similarly, pursuant to the Service Agreement, during each month of operation, Master Goblin is authorized to submit to the Company for reimbursement on-going expenses of up to $5,000 per location for actually incurred lease expenses. The initial expenses are submitted by Master Goblin to the Company upon Master Goblin securing a lease and leases are only secured by Master Goblin in any location upon request of the Company. Such initial expenses are recorded by the Company as lease obligations. On-going expenses are submitted by Master Goblin to the Company on a monthly basis, subject to offset, and are recorded by the Company as an expense. To the extent Master Goblin has a positive net income in any month, exclusive of the sale of lottery games, such net income reduces or eliminates such reimbursable expenses for that month.

Revenue Disaggregation

12 Months Ended

Dec. 31, 2021

Revenue Disaggregation [Abstract]

Revenue Disaggregation

13.

Revenue Disaggregation

Revenue disaggregation consists of the following:

	2021		2020

Gaming		8,506,176		3,069,373
Other		60,021,150		4,390,141
Total		68,527,326		7,459,514

Accounting Policies, by Policy (Policies)

12 Months Ended

Dec. 31, 2021

Impact of Trident Acquisition Corp. Business Combination

Basis of Presentation

●

former AutoLotto stockholders having the largest voting interest in Lottery.com Inc. (“Lottery.com”);

●

the board of directors of Lottery.com having 7 members, and AutoLotto’s former stockholders having the ability to nominate the majority of the members of the board of directors;

●

AutoLotto management continuing to hold executive management roles for the post-combination company and being responsible for the day-to-day operations;

●

the post-combination company assuming the Lottery.com name;

●

Lottery.com maintaining the pre-existing AutoLotto headquarters; and the intended strategy of Lottery.com being a continuation of AutoLotto’s strategy.

Non-controlling Interests

Segments

Segment Reporting

Concentration of Credit Risks

Use of Estimates

Reclassifications

Foreign currency translation

Cash and Restricted Cash

The Company had no marketable securities as of December 31, 2021 and December 31, 2020.

Accounts Receivable

Prepaid Expenses

Investments

Property and equipment, net

Depreciation of property and equipment is computed using the straight-line method over the following estimated useful lives:

Leases

Internal Use Software Development

Goodwill and Other Intangible Assets

Revenue Recognition

Lottery game revenue

Items that fall under this revenue classification include:

Lottery game sales

Other associated revenue

Affiliate marketing credit revenue

Arrangements with multiple performance obligations

Deferred Revenue

The Company records deferred revenue when cash payments are received or due in advance of any performance, including amounts which are refundable.

Contract Assets

Given the nature of the Company’s services and contracts, it has no contract assets.

Taxes

Taxes assessed by a governmental authority that are both imposed on and concurrent with specific revenue-producing transactions, that are collected by us from a customer, are excluded from revenue.

Cost of Revenue

Stock Based Compensation

Stock-based Compensation

Advertising Costs

Advertising costs are charged to operations when incurred. Advertising costs for the years ended December 31, 2021 and 2020 were approximately $507,000 and $66,000, respectively.

Income Taxes

For both financial accounting and tax reporting purposes, the Company reports income and expenses based on the accrual method of accounting.

Fair Value of Financial Instruments

	●	Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities

	●	Level 2 — Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability

●

Determination of fair value and the resulting hierarchy requires the use of observable market data whenever available.

The classification of an asset or liability in the hierarchy is based upon the lowest level of input that is significant to the measurement of fair value.

Fair value of stock options and warrants

Recent Accounting Pronouncements

Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2021

Schedule of depreciation of property and equipment

Computers and equipment			3 years
Furniture and fixtures			5 years
Software			3 years

Business Combination (Tables)

12 Months Ended

Dec. 31, 2021

Business Combinations [Abstract]

Schedule of tangible and intangible assets acquisition

Cash	$	517,460
Accounts receivable, net		34,134
Prepaids		5,024
Property and equipment, net		2,440
Other assets, net		65,349
Intangible assets		8,590,000
Goodwill		4,940,643
Total assets	$	14,155,051

Accounts payable and other liabilities	$	(387,484	)
Customer deposits		(134,707	)
Related party loan		(417,017	)
Total liabilities	$	(939,208	)

Total net assets of Acquirees	$	13,215,843

Schedule of tangible and intangible assets acquisition

Category	Fair Value

Customer relationships	$	410,000
Gaming licensees		4,020,000
Trade names and trademarks		2,540,000
Technology		1,620,000

Total Intangibles	$	8,590,000

Schedule of basic and diluted weighted average number of shares

	For the year ended December 31, 2021
				Global
	Lottery.com (As presented above)			Gaming Acquisition (Historical) (unaudited)			Pro forma Lottery.com
Total revenues	$	68,527,394			1,962,370		$	70,489,764
Net income (loss)		(10,955,026	)		(86,162	)		(11,041,188	)
Net income (loss) attributable to shareholders	$	(11,092,605	)		(86,162	)	$	(11,178,767	)

Net income (loss) per common share
Basic and diluted	$	(0.43	)				$	(0.43	)

Weighted average common shares outstanding
Basic and diluted		25,998,831						25,998,831

Property and Equipment, net (Tables)

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Schedule of property and equipment, net

	December 31,			December 31,
	2021			2020

Computers and equipment	$	113,151		$	85,004
Furniture and fixtures		23,760			14,301
Software		1,903,121			1,903,121
Property and equipment		2,040,032			2,002,426
Accumulated depreciation		(1,898,753	)		(1,331,474	)
Property and equipment, net	$	141,279		$	670,952

Intangible assets, net (Tables)

12 Months Ended

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of customer relationships represent the valuation of acquired customer accounts

	December 31,			December 31,
	2021			2020
Cost basis	$	940,000		$	940,000
Less: accumulated amortization		(522,222	)		(365,556	)
	$	417,778		$	574,444

	December 31,			December 31,
	2021			2020
Cost basis	$	10,000		$	10,000
Less: accumulated amortization		(5,556	)		(3,889	)
	$	4,444		$	6,111

	December 31,			December 31,
	2021			2020
Cost basis	$	1,430,000		$	1,430,000
Less: accumulated amortization		(794,444	)		(556,111	)
	$	635,556		$	873,889

	December 31,			December 31,
	2021			2020
Cost basis	$	2,000,000		$	2,000,000
Less: accumulated amortization		(1,277,777	)		(944,444	)
	$	722,223		$	1,055,556

	December 31,
	2021
Cost basis	$	12,450,000
Less: accumulated amortization		(1,867,500	)
	$	10,582,500

	December 31,
	2021
Cost basis	$	6,000,000
Less: accumulated amortization		(333,333	)
	$	5,666,667

	December 31,			December 31,
	2021			2020
Cost basis	$	935,000		$	935,000
Less: accumulated amortization		(296,083	)		(233,750	)
	$	638,917		$	701,250

	December 31,
	2021
Cost basis	$	410,000
Less: accumulated amortization		(34,167	)
	$	375,833

	December 31,
	2021
Cost basis	$	2,540,000
Less: accumulated amortization		(211,667	)
	$	2,328,333

	December 31,
	2021
Cost basis	$	1,620,000
Less: accumulated amortization		(135,000	)
	$	1,485,000

	December 31,
	2021
Cost basis	$	4,020,000
Less: accumulated amortization		(335,000	)
	$	3,685,000

	December 31,
	2021
Cost basis	$	111,951
Less: accumulated amortization		(23,323	)
	$	88,628

Notes Payable and Convertible Debt (Tables)

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Schedule of the outstanding balances of the Series A and B notes

	December 31,		December 31,
	2021		2020
Total face value of series A convertible notes payable	$	-	$	821,500
Total face value of series B convertible notes payable		-		8,607,802
Total face value of secured convertible promissory note		-		935,000
Total face value of convertible notes payable		-		10,364,302
Less: unamortized beneficial conversion feature		-		(1,240,716	)
Less: unamortized debt discount		-		(230,921	)
Total convertible notes payable, net		-		8,892,665
Less: current portion of convertible notes payable		-		(8,882,665	)
Convertible notes payable, net of current portion	$	-	$	10,000

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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Stockholders' Equity Note [Abstract]

Stockholders’ Equity (Tables)

12 Months Ended

Dec. 31, 2021

Schedule of common stock

Issuance of Common Stock in Reverse Merger (Note 3)			11,384,655
Issuance of Common Stock in Global Gaming Acquisition (Note 3)			687,439
Exercise of options (Note 8)			737,732
Exercise of warrants (See below)			177,684
Conversion of convertible debt (Note 6)			11,162,735

Total			24,150,245

Schedule of common stock outstanding warrants

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)		Aggregate Intrinsic Value
Outstanding at December 31, 2019		573,359		$	0.28		5.8	$	272,638
Granted		-			-		-
Exercised		-			-		-
Forfeited/cancelled		-			-		-
Outstanding at December 31, 2020		573,359			0.28		4.8		272,638
Granted		-			-		-
Exercised		(177,684	)		0.66		-
Forfeited/cancelled		-			-		-
Outstanding at December 31, 2021		395,675		$	0.11		4.0	$	2,478,501

Exercisable at December 31, 2021		395,675		$	0.11		4.0	$	2,478,501

Stock - Based Compensation Expense (Tables)

12 Months Ended

Dec. 31, 2021

Share-Based Payment Arrangement [Abstract]

Schedule of restricted stock activity

	Shares Available for Grant		Outstanding Stock Awards			Weighted Average Exercise Price per Share			Weighted Average Remaining Contractual Life (years)		Aggregate Intrinsic Value

Balance, December 31, 2019		18,618		1,334,005		$	0.31			6.5	$	362,841
Forfeited/cancelled		18,786		(18,786	)		(0.67	)
Balance, December 31, 2020		37,405		1,315,218			0.30			5.5	$	362,841
Exercised		-		(737,732	)		(0.28	)
Forfeited/Cancelled		231,825		(231,825	)		(0.65	)
Balance, December 31, 2021		269,229		345,661		$	0.97			4.4	$	2,061,303

Exercisable, December 31, 2021		-		345,661		$	0.97			4.4	$	2,061,303

Schedule of restricted stock activity

			Weighted
			Average
	Number of		Grant
	Shares		Fair Value
Outstanding at December 31, 2020		-	$	-
Granted		3,832,431		14.75
Vested		-		-
Forfeited/cancelled		-		-
Restricted shares unvested at December 31, 2021		3,832,431	$	14.75

Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2021

Income (Loss) Per Share [Abstract]

Schedule of basic and diluted net income (loss) per share

	Years Ended December 31,
	2021			2020

Comprehensive net loss attributable to stockholders	$	(11,092,605	)	$	(5,812,663	)

Weighted average common shares outstanding
Basic and diluted		25,998,831			22,658,006

Net loss per common share
Basic and diluted	$	(0.43	)	$	(0.26	)

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Schedule of deferred tax assets and liabilities

	Year ended			Year ended
	December 31,			December 31,
	2021			2020
Domestic	$	(11,538,270	)	$	(5,093,504	)
Foreign	$	(968,455	)		-
Total	$	(12,506,715	)	$	5,093,504

Schedule of income taxes for continuing operations

	Year ended December 31,			Year ended December 31,
	2021			2020
Current income taxes
Federal		-			-
State		101,378			800
Foreign		-			-
Total current income taxes		6,378			800

Deferred income taxes
Federal		(1,653,067	)		-
State		-			-
Foreign		-			-
Total deferred income taxes		(1,653,067	)		800
Valuation allowance		-
Total income tax expense (benefit)		(1,551,689	)		800

Schedule of increase in the valuation allowance

	Year ended December 31,			Year ended December 31,
	2021			2020
Tax Expense at statutory federal rate of 21%	$	(2,278,546	)	$	(1,069,636	)
State income taxes, net of federal income tax benefit		80,089			-
Foreign rate differential		(21,037	)		-
Permanent differences		1,500,262			359,450
Other – Miscellaneous		-			40
Change in valuation allowance		(832,458	)		710,146
Income tax expense (benefit)	$	(1,551,689	)	$	-

Schedule of deferred tax assets and liabilities

	2021			2020
Long-term deferred tax assets:
Federal net operating loss carryforwards	$	12,621,470		$	13,211,841
Foreign net operating loss carryforwards		174,589			-
Stock compensation		3,308,116
Fixed assets		-			6,648
Intangible assets		-			121,333
Other		19,540			170,880
Total deferred tax assets before valuation allowance	$	16,123,715		$	13,510,703

Deferred tax liabilities:
Fixed assets	$	336,699		$	-
Intangible assets		1,452,273			-
Total deferred tax liabilities		1,788,972			-

Valuation allowance		(14,334,743	)		(13,510,703	)
Net deferred tax assets and liabilities	$	-		$	-

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Schedule of future minimum rent payments due under non-cancellable leases

Years ending December 31,	Amount
2022		184,154
2023		135,222
2024		30,404
	$	393,028

Revenue Disaggregation (Tables)

12 Months Ended

Dec. 31, 2021

Revenue Disaggregation [Abstract]

Schedule of revenue disaggregation

	2021		2020

Gaming		8,506,176		3,069,373
Other		60,021,150		4,390,141
Total		68,527,326		7,459,514

Significant Accounting Policies (Details) - USD ($)		12 Months Ended
Significant Accounting Policies (Details) - USD ($)	Aug. 02, 2018	Dec. 31, 2021	Dec. 31, 2020
Significant Accounting Policies (Details) [Line Items]
Restricted cash		$ 0	$ 6,950,000
Outstanding shares percentage	4.00%
Ownership percentage	20.00%
Advertising costs		$ 507,000	$ 66,000
Tax benefit percentage		50.00%
Audit term		3 years
Minimum [Member]
Significant Accounting Policies (Details) [Line Items]
Estimated useful lives		3 years
Maximum [Member]
Significant Accounting Policies (Details) [Line Items]
Estimated useful lives		5 years
Class A-1 Common Stock [Member]
Significant Accounting Policies (Details) [Line Items]
Shares purchased (in Shares)	186,666

Significant Accounting Policies (Details) - Schedule of depreciation of property and equipment	12 Months Ended
	Dec. 31, 2021
Computers and equipment [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	3 years
Furniture and Fixtures [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	5 years
Software [Member]
Public Utility, Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	3 years

Business Combination (Details) - USD ($)	1 Months Ended	12 Months Ended
Business Combination (Details) - USD ($)	Oct. 29, 2021	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2020
Business Combination (Details) [Line Items]
Convertible notes				$ 10,000
Gross proceeds		42,794,000
Transaction costs		9,460,000
Cumulative debt repayments		11,068,000
Repayment of notes payable		5,475,000
Accrued underwriter fees		$ 5,593,000
Per dollar (in Dollars per share)		$ 22.0848
Purchase price		$ 10,989,691
Cash		$ 10,530,000
Shares of common stock (in Shares)		46,808,251		22,658,006
Price per share (in Dollars per share)		$ 0.67
Ownership interest		80.00%
Purchase price, grossed		$ 13,215,843
Minority interest percentage		20.00%
Deferred tax liabilities		$ 1,600,000
Sellers [Member]
Business Combination (Details) [Line Items]
Additional share of common stock		6,000,000
TDAC founders [Member]
Business Combination (Details) [Line Items]
Additional share of common stock		$ 4,000,000
Seller earnout shares (in Shares)		3,000,000
Forecast [Member]
Business Combination (Details) [Line Items]
Seller earnout shares (in Shares)			2,000,000
Business Combination [Member]
Business Combination (Details) [Line Items]
Acquisition percent of equity		100.00%
Acquisition equity		80.00%
Consideration transferred		$ 10,055,214
Lottery.com [Member]
Business Combination (Details) [Line Items]
Converted share (in Shares)	3.0058	9,764,511
Shares of common stock (in Shares)		687,439
AutoLotto [Member]
Business Combination (Details) [Line Items]
Converted share (in Shares)		3,248,526
Convertible notes		$ 63,800,000

Business Combination (Details) - Schedule of tangible and intangible assets acquisition	Dec. 31, 2021 USD ($)
Schedule of tangible and intangible assets acquisition [Abstract]
Cash	$ 517,460
Accounts receivable, net	34,134
Prepaids	5,024
Property and equipment, net	2,440
Other assets, net	65,349
Intangible assets	8,590,000
Goodwill	4,940,643
Total assets	14,155,051
Accounts payable and other liabilities	(387,484)
Customer deposits	(134,707)
Related party loan	(417,017)
Total liabilities	(939,208)
Total net assets of Acquirees	$ 13,215,843

Business Combination (Details) - Schedule of intangible assets - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Customer relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets	$ 410,000
Total Intangibles	417,778	$ 574,444
Gaming licensees [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets	4,020,000
Trade names and trademarks [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets	2,540,000
Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets	1,620,000
Total Intangibles	$ 8,590,000

Business Combination (Details) - Schedule of basic and diluted weighted average number of shares	12 Months Ended
	Dec. 31, 2021 USD ($) $ / shares shares
Lottery.com [Member]
Business Combination (Details) - Schedule of basic and diluted weighted average number of shares [Line Items]
Total revenues	$ 68,527,394
Net income (loss)	(10,955,026)
Net income (loss) attributable to shareholders	$ (11,092,605)
Net income (loss) per common share
Basic and diluted (in Dollars per share) \| $ / shares	$ (0.43)
Weighted average common shares outstanding
Basic and diluted (in Shares) \| shares	25,998,831
Global Gaming Acquisition [Member]
Business Combination (Details) - Schedule of basic and diluted weighted average number of shares [Line Items]
Total revenues	$ 1,962,370
Net income (loss)	(86,162)
Net income (loss) attributable to shareholders	(86,162)
Pro forma Lottery.com [Member]
Business Combination (Details) - Schedule of basic and diluted weighted average number of shares [Line Items]
Total revenues	70,489,764
Net income (loss)	(11,041,188)
Net income (loss) attributable to shareholders	$ (11,178,767)
Net income (loss) per common share
Basic and diluted (in Dollars per share) \| $ / shares	$ (0.43)
Weighted average common shares outstanding
Basic and diluted (in Shares) \| shares	25,998,831

Property and Equipment, net (Details) - USD ($)	12 Months Ended
Property and Equipment, net (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 560,246	$ 641,661

Property and Equipment, net (Details) - Schedule of property and equipment, net - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Property and equipment	$ 2,040,032	$ 2,002,426
Accumulated depreciation	(1,898,753)	(1,331,474)
Property and equipment, net	141,279	670,952
Computers and equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	113,151	85,004
Furniture and fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	23,760	14,301
Software {Member}
Property, Plant and Equipment [Line Items]
Property and equipment	$ 1,903,121	$ 1,903,121

Intangible assets, net (Details) - USD ($)	1 Months Ended		12 Months Ended
Intangible assets, net (Details) - USD ($)	Feb. 28, 2021	Mar. 31, 2017	Dec. 31, 2021	Dec. 31, 2020	Feb. 15, 2021
Intangible assets, net (Details) [Line Items]
Principal Amount					$ 12,450,000
Purchase price	$ 6,000,000
Partially paid in cash	3,000,000
Convertible debt	$ 3,000,000
Playsino [Member]
Intangible assets, net (Details) [Line Items]
Estimated useful life			5 years
Amortization expense			$ 1,867,500
Estimated amortization expense			2,075,000
Except amortization expense			$ 207,500
Sports.com Domain Acquisition [Member]
Intangible assets, net (Details) [Line Items]
Estimated useful life			15 years
Customer Relationships [Member] \| TinBu Acquisition [Member]
Intangible assets, net (Details) [Line Items]
Estimated useful life			6 years
Amortization expense			$ 156,667	$ 156,667
Estimated amortization expense			$ 156,667
Except amortization expense				104,444
Customer Relationships [Member] \| Aganar and JuegaLotto [Member]
Intangible assets, net (Details) [Line Items]
Estimated useful life			6 years
Amortization expense			$ 34,167
Estimated amortization expense			68,333
Except amortization expense			$ 34,167
Trade Name [Member] \| TinBu Acquisition [Member]
Intangible assets, net (Details) [Line Items]
Estimated useful life			6 years
Amortization expense			$ 1,667	1,667
Estimated amortization expense			1,667
Except amortization expense			$ 1,111
Trade Name [Member] \| Aganar and JuegaLotto [Member]
Intangible assets, net (Details) [Line Items]
Estimated useful life			6 years
Amortization expense			$ 211,667
Estimated amortization expense			423,333
Except amortization expense			$ 211,667
Technology [Member] \| TinBu Acquisition [Member]
Intangible assets, net (Details) [Line Items]
Estimated useful life			6 years
Amortization expense			$ 238,333	238,333
Estimated amortization expense			238,333
Except amortization expense			$ 158,889
Technology [Member] \| Aganar and JuegaLotto [Member]
Intangible assets, net (Details) [Line Items]
Estimated useful life			6 years
Amortization expense			$ 135,000
Estimated amortization expense			270,000
Except amortization expense			$ 135,000
Software Agreements [Member] \| TinBu Acquisition [Member]
Intangible assets, net (Details) [Line Items]
Estimated useful life			6 years
Amortization expense			$ 333,333	333,333
Estimated amortization expense			333,333
Except amortization expense			55,556
Software agreement			2,000,000
Sports.com Domain Acquisition [Member] \| TinBu Acquisition [Member]
Intangible assets, net (Details) [Line Items]
Amortization expense			333,333
Estimated amortization expense			400,000
Except amortization expense			$ 66,667
Lottery.com Domain Acquisition [Member] \| TinBu Acquisition [Member]
Intangible assets, net (Details) [Line Items]
Estimated useful life			15 years
Amortization expense			$ 62,333	$ 62,333
Estimated amortization expense			62,333
Except amortization expense			$ 15,588
Total purchase price		$ 935,000
Gaming Licenses [Member] \| Aganar and JuegaLotto [Member]
Intangible assets, net (Details) [Line Items]
Estimated useful life			6 years
Amortization expense			$ 670,000
Estimated amortization expense			670,000
Except amortization expense			335,000
Internal Use Software Development [Member] \| Aganar and JuegaLotto [Member]
Intangible assets, net (Details) [Line Items]
Amortization expense			23,323
Estimated amortization expense			55,976
Except amortization expense			32,652
Software agreement			$ 2,080,099
Internal Use Software Development [Member] \| Aganar and JuegaLotto [Member] \| Minimum [Member]
Intangible assets, net (Details) [Line Items]
Estimated useful life			2 years
Internal Use Software Development [Member] \| Aganar and JuegaLotto [Member] \| Maximum [Member]
Intangible assets, net (Details) [Line Items]
Estimated useful life			10 years

Intangible assets, net (Details) - Schedule of customer relationships represent the valuation of acquired customer accounts - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Customer Relationships [Member]
Intangible assets, net (Details) - Schedule of customer relationships represent the valuation of acquired customer accounts [Line Items]
Cost basis	$ 940,000	$ 940,000
Less: accumulated amortization	(522,222)	(365,556)
Total	417,778	574,444
Trade Names [Member]
Intangible assets, net (Details) - Schedule of customer relationships represent the valuation of acquired customer accounts [Line Items]
Cost basis	10,000	10,000
Less: accumulated amortization	(5,556)	(3,889)
Total	4,444	6,111
Technology Service [Member]
Intangible assets, net (Details) - Schedule of customer relationships represent the valuation of acquired customer accounts [Line Items]
Cost basis	1,430,000	1,430,000
Less: accumulated amortization	(794,444)	(556,111)
Total	635,556	873,889
Software Development [Member]
Intangible assets, net (Details) - Schedule of customer relationships represent the valuation of acquired customer accounts [Line Items]
Cost basis	2,000,000	2,000,000
Less: accumulated amortization	(1,277,777)	(944,444)
Total	722,223	1,055,556
Playsino [Member]
Intangible assets, net (Details) - Schedule of customer relationships represent the valuation of acquired customer accounts [Line Items]
Cost basis	12,450,000
Less: accumulated amortization	(1,867,500)
Total	10,582,500
Sports [Member]
Intangible assets, net (Details) - Schedule of customer relationships represent the valuation of acquired customer accounts [Line Items]
Cost basis	6,000,000
Less: accumulated amortization	(333,333)
Total	5,666,667
Lottery [Member]
Intangible assets, net (Details) - Schedule of customer relationships represent the valuation of acquired customer accounts [Line Items]
Cost basis	935,000	935,000
Less: accumulated amortization	(296,083)	(233,750)
Total	638,917	$ 701,250
Aganar and JuegaLotto [Member]
Intangible assets, net (Details) - Schedule of customer relationships represent the valuation of acquired customer accounts [Line Items]
Cost basis	410,000
Less: accumulated amortization	(34,167)
Total	375,833
Trade Names 1 [Member]
Intangible assets, net (Details) - Schedule of customer relationships represent the valuation of acquired customer accounts [Line Items]
Cost basis	2,540,000
Less: accumulated amortization	(211,667)
Total	2,328,333
Technology1 [Member]
Intangible assets, net (Details) - Schedule of customer relationships represent the valuation of acquired customer accounts [Line Items]
Cost basis	1,620,000
Less: accumulated amortization	(135,000)
Total	1,485,000
Gaming Licenses [Member]
Intangible assets, net (Details) - Schedule of customer relationships represent the valuation of acquired customer accounts [Line Items]
Cost basis	4,020,000
Less: accumulated amortization	(335,000)
Total	3,685,000
Software Development1 [Member]
Intangible assets, net (Details) - Schedule of customer relationships represent the valuation of acquired customer accounts [Line Items]
Cost basis	111,951
Less: accumulated amortization	(23,323)
Total	$ 88,628

Notes Payable and Convertible Debt (Details) - USD ($)		1 Months Ended		12 Months Ended
Notes Payable and Convertible Debt (Details) - USD ($)	May 01, 2020	Oct. 29, 2021	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020	Jun. 29, 2020	Aug. 28, 2018	Oct. 31, 2017
Notes Payable and Convertible Debt (Details) [Line Items]
Aggregate amount					$ 10,364,302
Interest rate				6.00%
Loss on extinguishment				$ (115,788)
Convertible note					10,000
Balance of loan amount				150,000	150,000
Secured Convertible Note [Member]
Notes Payable and Convertible Debt (Details) [Line Items]
Fair value convertible promissory note				$ 935,000
Convertible shares (in Shares)			1,398,221
Series A Notes [Member]
Notes Payable and Convertible Debt (Details) [Line Items]
Aggregate amount								$ 821,500
Interest rate								10.00%
Maturity date				Dec. 31, 2021
Convertible promissory note balance				$ 0	821,500
Remaining outstanding balance					771,500
Accrued interest				138,822
Series B Notes [Member]
Notes Payable and Convertible Debt (Details) [Line Items]
Aggregate amount				$ 38,893,733	$ 8,802,828
Interest rate				8.00%	8.00%
Remaining outstanding balance				$ 185,095
Accrued interest				35,184
Convertible note		$ 185,095
Convertible notes shares (in Shares)		9,764,511
Series B Convertible Notes [Member]
Notes Payable and Convertible Debt (Details) [Line Items]
Convertible promissory note balance				0
Convertible Promissory Note Agreements [Member]
Notes Payable and Convertible Debt (Details) [Line Items]
Additional principal amount				3,552,114
Loss on extinguishment				$ 71,812
Short term loans [Member]
Notes Payable and Convertible Debt (Details) [Line Items]
Aggregate amount					$ 37,199	$ 150,000
Interest rate				3.75%
Accrued interest				$ 2,255
Balance of loan amount				$ 13,000	17,700
Notes Payable [Member]
Notes Payable and Convertible Debt (Details) [Line Items]
Interest rate				4.10%			0.00%
Maturity date				Jan. 25, 2022
Notes payable							$ 12,674,635
Balance on notes payable				$ 2,628,234	$ 11,067,643
PPP Loan [Member]
Notes Payable and Convertible Debt (Details) [Line Items]
Convertible notes, description	the Company entered into a Promissory Note with Cross River Bank, which provides for a loan in the aggregate amount of $493,225, pursuant to the Paycheck Protection Program, (“PPP”). The PPP, established under Division A, Title I of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) enacted on March 27, 2020, provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The loans and accrued interest are forgivable after eight weeks as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities (“Qualified Expenses”), and maintains its payroll levels. On August 24, 2021, the PPP loan and accrued interest was forgiven by the U.S. Small Business Administration (“SBA”) in full. The Company recorded the full amount related to the forgiveness of the PPP loan as a gain on extinguishment of debt during our third quarter of fiscal year 2021.
Convertible Promissory Note [Member] \| Series B Notes [Member]
Notes Payable and Convertible Debt (Details) [Line Items]
Aggregate amount				$ 10,000,000

Notes Payable and Convertible Debt (Details) - Schedule of the outstanding balances of the Series A and B notes - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Total face value of convertible notes payable		$ 10,364,302
Less: unamortized beneficial conversion feature		(1,240,716)
Less: unamortized debt discount		(230,921)
Total convertible notes payable, net		8,892,665
Less: current portion of convertible notes payable		(8,882,665)
Convertible notes payable, net of current portion		10,000
Total Face Value of Series A Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Total face value of convertible notes payable		821,500
Total Face Value of Series B Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Total face value of convertible notes payable		8,607,802
Total face value of secured convertible prommisory note [Member]
Debt Instrument [Line Items]
Total face value of convertible notes payable		$ 935,000

Stockholders’ Equity (Details) - USD ($)		12 Months Ended
Stockholders’ Equity (Details) - USD ($)	Jun. 01, 2018	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Stockholders’ Equity (Details) [Line Items]
Preferred stock authorized			1,000,000	1,000,000
preferred stock par value (in Dollars per share)			$ 0.001	$ 0.001
Common stock, shares authorized			500,000,000	500,000,000
Common stock, par value (in Dollars per share)			$ 0.001	$ 0.001
Voting rights			one
Common stock , shares outstanding			46,808,251	22,658,006
Public warrants, description			The Company may redeem the Public Warrants: ●in whole and not in part; ●at a price of $0.01 per warrant; ●upon a minimum of 30 days’ prior written notice of redemption; ●if, and only if, the last sale price of the Company’s common stock equals or exceeds $16.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and ●if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.
Public warrants outstanding			20,125,000
Warrants purchase share			20,125,002
Public warrants			20,125,000
Purchase aggregate shares			395,675
Price per unit (in Dollars per share)			$ 0.67
Common share purchase			1,750,000
Additional paid in capital (in Dollars)			$ 8,480,697
Corresponding debt discount (in Dollars)			$ 2,795,000
Earnout Shares			1,726,027
Common Stock [Member]
Stockholders’ Equity (Details) [Line Items]
Common stock , shares outstanding			46,808,251	22,658,006
Unit purchase option [Member]
Stockholders’ Equity (Details) [Line Items]
Purchase option (in Dollars)	$ 100
Share unit exercisable	1,750,000
Price per unit (in Dollars per share)	$ 12
Aggregate exercise price (in Dollars per share)	$ 21,000,000
Warrants purchase			1,750,000
PurchaseOptionsPaymentExercisedExpireDate			May 29, 2023
Cash payment (in Dollars)			$ 100
Shares vested			1,750,000
Common stock warrants [Member]
Stockholders’ Equity (Details) [Line Items]
Warrants outstanding			395,675	395,675
Contractual life			4 years
UPO Warrants [Member] \| Unit purchase option [Member]
Stockholders’ Equity (Details) [Line Items]
Share purchase			1,750,000
Preferred and common stock [Member]
Stockholders’ Equity (Details) [Line Items]
Preferred stock authorized			1,000,000
preferred stock par value (in Dollars per share)			$ 0.001
Common Stock [Member] \| Unit purchase option [Member]
Stockholders’ Equity (Details) [Line Items]
Share purchase			1,750,000
Forecast [Member] \| Earnout shares [Member]
Stockholders’ Equity (Details) [Line Items]
Earnout Shares		5,000,000

Stockholders’ Equity (Details) - Schedule of common stock	12 Months Ended
	Dec. 31, 2021 shares
Schedule of common stock [Abstract]
Issuance of Common Stock in Reverse Merger (Note 3)	11,384,655
Issuance of Common Stock in Acquisition (Note 3)	687,439
Exercise of options (Note 8)	737,732
Exercise of warrants (See below)	177,684
Conversion of convertible debt (Note 6)	11,162,735
Total	24,150,245

Stockholders’ Equity (Details) - Schedule of common stock outstanding warrants - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Schedule of common stock outstanding warrants [Abstract]
Number of Shares Outstanding	573,359	573,359
Weighted Average Exercise Price Outstanding	0.28	0.28
Weighted Average Remaining Contractual Life (years) Outstanding		5 years 9 months 18 days
Aggregate Intrinsic Value Outstanding	272,638	272,638
Number of SharesGranted
Weighted Average Exercise Price Granted (in Dollars per share)
Aggregate Intrinsic Value Granted (in Dollars per share)
Number of Shares Exercised	(177,684)
Weighted Average Exercise Price Exercised (in Dollars per share)	$ 0.66
Aggregate Intrinsic Value Exercised
Number of Shares Forfeited/cancelled
Weighted Average Exercise Price Forfeited/cancelled (in Dollars per share)
Aggregate Intrinsic Value Forfeited/cancelled
Number of Shares Outstanding	395,675	573,359
Weighted Average Exercise Price Outstanding	0.11	0.28
Weighted Average Remaining Contractual Life (years) Outstanding	4 years	4 years 9 months 18 days
Aggregate Intrinsic Value Outstanding	2,478,501	272,638
Number of Shares Exercisable	395,675
Weighted Average Exercise Price Exercisable (in Dollars per share)	$ 0.11
Weighted Average Remaining Contractual Life (years) Exercisable	4 years
Aggregate Intrinsic Value Exercisable	2,478,501

Stock - Based Compensation Expense (Details) - USD ($)	12 Months Ended
Stock - Based Compensation Expense (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Stock - Based Compensation Expense (Details) [Line Items]
Total outstanding shares percentage	5.00%
Options exercisable description	The Company may redeem the Public Warrants: ●in whole and not in part; ●at a price of $0.01 per warrant; ●upon a minimum of 30 days’ prior written notice of redemption; ●if, and only if, the last sale price of the Company’s common stock equals or exceeds $16.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and ●if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.
Stock based compensation expense related to the employee options	$ 10,077	$ 9,417
Stock based compensation expense related to the non-employee options	0	$ 6,682
Unrecognized stock based compensation associated with stock options	$ 0
Granted shares with vesting (in Shares)	3,832,431
Recognized stock compensation expenses	$ 15,522,185
Rrestricted stock awards	$ 41,006,168
Expensed term	3 years 9 months
2015 Stock Option Plan [Member]
Stock - Based Compensation Expense (Details) [Line Items]
Total outstanding shares percentage	110.00%
Voting stock percentage	10.00%
Options exercisable description	The maximum number of shares of Common Stock which may be issued over the term of the Plan shall not exceed Four Hundred Fifty Thousand (450,000). Options are exercisable over periods not to exceed 10 years (five years for incentive stock options granted to holders of 10% or more of voting stock) from the date of grant.
Common Stock subject to option percentage	20.00%
Class A Common Stock [Member]
Stock - Based Compensation Expense (Details) [Line Items]
Shares issued (in Shares)	13,130,368

Stock - Based Compensation Expense (Details) - Schedule of stock option activity - Stock Options [Member] - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Stock - Based Compensation Expense (Details) - Schedule of stock option activity [Line Items]
Shares Available for Grant, Balance beginning	37,405	18,618
Outstanding Stock Awards, Balance beginning	1,315,218	1,334,005
Weighted Average Exercise Price per Share, Balance beginning (in Dollars per share)	$ 0.3	$ 0.31
Weighted Average Remaining Contractual Life (years), Balance beginning		6 years 6 months
Aggregate Intrinsic Value, Balance beginning (in Dollars)	$ 362,841	$ 362,841
Shares Available for Grant, Exercised
Outstanding Stock Awards, Exercised	(737,732)
Weighted Average Exercise Price per Share, Exercised (in Dollars per share)	$ (0.28)
Shares Available for Grant, Forfeited/cancelled	231,825	18,786
Outstanding Stock Awards, Forfeited/cancelled	(231,825)	(18,786)
Weighted Average Exercise Price per Share, Forfeited/cancelled (in Dollars per share)	$ (0.65)	$ (0.67)
Shares Available for Grant, Balance ending	269,229	37,405
Outstanding Stock Awards, Balance ending	345,661	1,315,218
Weighted Average Exercise Price per Share, Balance ending (in Dollars per share)	$ 0.97	$ 0.3
Weighted Average Remaining Contractual Life (years), Balance ending	4 years 4 months 24 days	5 years 6 months
Aggregate Intrinsic Value, Balance ending (in Dollars)	$ 2,061,303	$ 362,841
Shares Available for Grant, Exercisable, December 31, 2021
Outstanding Stock Awards, Exercisable, December 31, 2021	345,661
Weighted Average Exercise Price per Share, Exercisable, December 31, 2021 (in Dollars per share)	$ 0.97
Weighted Average Remaining Contractual Life (years), Exercisable, December 31, 2021	4 years 4 months 24 days
Aggregate Intrinsic Value, Exercisable, December 31, 2021 (in Dollars)	$ 2,061,303

Stock - Based Compensation Expense (Details) - Schedule of restricted stock activity - Restricted Stock [Member]	12 Months Ended
	Dec. 31, 2021 $ / shares shares
Stock - Based Compensation Expense (Details) - Schedule of restricted stock activity [Line Items]
Number of Shares, Outstanding, Begining balance \| shares
Weighted Average Grant Fair Value, Outstanding, Begining balance \| $ / shares
Number of Shares, Granted \| shares	3,832,431
Weighted Average Grant Fair Value, Granted \| $ / shares	$ 14.75
Number of Shares, Vested \| shares
Weighted Average Grant Fair Value, Vested \| $ / shares
Number of Shares, Forfeited/cancelled \| shares
Weighted Average Grant Fair Value, Forfeited/cancelled \| $ / shares
Number of Shares Restricted shares unvested at December 31, 2021 \| shares	3,832,431
Weighted Average Grant Fair Value Restricted shares unvested at December 31, 2021 \| $ / shares	$ 14.75

Loss Per Share (Details) - USD ($)	12 Months Ended
Loss Per Share (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Earnings Per Share [Abstract]
Stock options	345,661	1,315,218
Convertible debt into common shares	2,012,774
Restricted awards	3,832,431
Warrants shares	3,869,305	537,359
Earn out shares	1,726,027
Purchase options unit	604,110
Intrinsic value (in Dollars)		$ 0

Loss Per Share (Details) - Schedule of basic and diluted net income (loss) per share - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Schedule of basic and diluted net income (loss) per share [Abstract]
Comprehensive net loss attributable to stockholders	$ (11,092,605)	$ (5,812,663)
Weighted average common shares outstanding
Basic and diluted	25,998,831	22,658,006
Net loss per common share
Basic and diluted	$ (0.43)	$ (0.26)

Income Taxes (Details)	12 Months Ended
Income Taxes (Details)	Dec. 31, 2021 USD ($)
Income Tax Disclosure [Abstract]
Deferred tax liabilities	$ 1,600,000
Valuation allowance decreased	$ 800,000,000,000
Future taxable income, description	At December 31, 2021, our carryforwards available to offset future taxable income consisted of federal net operating loss (“NOL”) carryforwards of approximately $52,000,000, $11,400,000 of which expires between 2034 and 2037 and $40,700,000 of which has no expiration date.

Income Taxes (Details) - Schedule of pre-tax income (loss) by jurisdiction - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Schedule of pre-tax income (loss) by jurisdiction [Abstract]
Domestic	$ (11,538,270)	$ (5,093,504)
Foreign	(968,455)
Total	$ (12,506,715)	$ 5,093,504

Income Taxes (Details) - Schedule of income taxes for continuing operations - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Current income taxes
Federal
State	101,378	800
Foreign
Total current income taxes	6,378	800
Deferred income taxes
Federal	(1,653,067)
State
Foreign
Total deferred income taxes	(1,653,067)	800
Valuation allowance
Total income tax expense (benefit)	$ (1,551,689)	$ 800

Income Taxes (Details) - Schedule of increase in the valuation allowance - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Schedule of increase in the valuation allowance [Abstract]
Tax Expense at statutory federal rate of 21%	$ (2,278,546)	$ (1,069,636)
State income taxes, net of federal income tax benefit	80,089
Foreign rate differential	(21,037)
Permanent differences	1,500,262	359,450
Other – Miscellaneous		40
Change in valuation allowance	(832,458)	710,146
Income tax expense (benefit)	$ (1,551,689)

Income Taxes (Details) - Schedule of increase in the valuation allowance (Parentheticals)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Schedule of increase in the valuation allowance [Abstract]
Tax Expense at statutory federal rate	21.00%	21.00%

Income Taxes (Details) - Schedule of deferred tax assets and liabilities - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Long-term deferred tax assets:
Federal net operating loss carryforwards	$ 12,621,470	$ 13,211,841
Foreign net operating loss carryforwards	174,589
Stock compensation	3,308,116
Fixed assets		6,648
Intangible assets		121,333
Other	19,540	170,880
Total deferred tax assets before valuation allowance	16,123,715	13,510,703
Deferred tax liabilities:
Fixed assets	336,699
Intangible assets	1,452,273
Total deferred tax liabilities	1,788,972
Valuation allowance	(14,334,743)	(13,510,703)
Net deferred tax assets and liabilities

Commitments and Contingencies (Details) - USD ($)	12 Months Ended
Commitments and Contingencies (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2018
Commitments and Contingencies (Details) [Line Items]
Participation interests			$ 285,000,000
Net raffle revenue, percentage			7.00%
Obligations paid		$ 17,937
Leases expires, date	Jan. 21, 2022
Total rent expense	$ 206,471	$ 49,202
Private Placement [Member]
Commitments and Contingencies (Details) [Line Items]
Aggregate amount	$ 5,632

Commitments and Contingencies (Details) - Schedule of future minimum rent payments due under non-cancellable leases	Dec. 31, 2021 USD ($)
Schedule of future minimum rent payments due under non-cancellable leases [Abstract]
2022	$ 184,154
2023	135,222
2024	30,404
Total	$ 393,028

Related Party Transactions (Details) - USD ($)	12 Months Ended
Related Party Transactions (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Related Party Transactions [Abstract]
Cash paid		$ 4,700
Outstanding balance		$ 13,000
Initial expenses	$ 100,000
Reimbursement expenses	$ 5,000

The aggregate amount of receivables to be collected from related parties where one party can exercise control or significant influence over another party; including affiliates, owners or officers and their immediate families, pension trusts, and so forth, at the financial statement date. which are usually due within one year (or one business cycle).

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