As filed with the Securities and Exchange Commission on April 1, 2022
Registration No. 333-261183
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
FORM
S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LOTTERY.COM
INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 7372 | 81-1996183 | ||
| (State
or other jurisdiction of incorporation or organization) |
(Primary
Standard Industrial Classification Code Number) |
(I.R.S.
Employer Identification Number) |
20808
State Hwy 71 W, Unit B
Spicewood, Texas 78669
(512) 592-2451
(Address, including zip code, and telephone number, including area code, of registrant’s principal
executive offices)
Kathryn
Lever
Chief Operating Officer, Chief Legal Officer and Secretary
20808 State Hwy 71 W, Unit B
Spicewood, Texas 78669
Tel: (512) 592-2451
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Elliott M. Smith
White & Case LLP
1221 Avenue of the Americas
New York, NY 10036
Tel: (212) 819-8200
Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| Emerging growth company | ☒ |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (this “Amendment”) to the Registration Statement on Form S-1 of Lottery.com Inc. (File No. 333-261183), initially filed on November 18, 2021 and declared effective by the Securities and Exchange Commission on November 24, 2021 (the “Registration Statement”), is being filed as an exhibit-only filing solely (i) to file a consent of Armanino LLP with respect to its report dated April 1, 2022 relating to the financial statements of Lottery.com Inc. contained in its Annual Report on Form 10-K for the year ended December 31, 2021, which consent is filed herewith as Exhibit 23.1 (the “Consent”), and (ii) to incorporate by reference certain additional exhibits that were not previously filed with the Registration Statement (the “Additional Exhibits”). Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, the signature pages to the Registration Statement, and the Consent. The prospectus and the balance of Part II of the Registration Statement are unchanged hereby and have been omitted.
PART
II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statements.
(a) Exhibits
II-1
| * | Previously filed. |
| † | Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission. |
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on April 1, 2022.
| LOTTERY.COM INC. | ||
| By: | /s/ Lawrence Anthony DiMatteo III | |
| Name: | Lawrence Anthony DiMatteo III | |
| Title: | Chairperson and Chief Executive Officer | |
Each of the undersigned, whose signature appears below, hereby constitutes and appoints Ryan Dickinson and Kathryn Lever, and each of them, their true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for and in their name, place and stead, in any and all capacities, to sign any or all amendments to this registration statement and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing necessary or appropriate to be done with respect to this registration statement or any amendments hereto in the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| Name | Position | Date | ||
| /s/ Lawrence Anthony DiMatteo III | Chairperson and Chief Executive Officer | April 1, 2022 | ||
| Lawrence Anthony DiMatteo III | (Principal Executive Officer) | |||
| * | Chief Revenue Officer and Director | April 1, 2022 | ||
| Matthew Clemenson | ||||
| * | Chief Financial Officer, President and Treasurer | April 1, 2022 | ||
| Ryan Dickinson | (Principal Financial Officer) | |||
| * | Director | April 1, 2022 | ||
| Lisa Borders | ||||
| * | Director | April 1, 2022 | ||
| Steven Cohen | ||||
| * | Director | April 1, 2022 | ||
| Joseph Kaminkow | ||||
| * | Director | April 1, 2022 | ||
| Richard Kivel | ||||
/s/ William C. Thompson, Jr. |
Director | April 1, 2022 | ||
| William C. Thompson, Jr. |
| *By | /s/ Kathryn Lever |
||
| April 1, 2022 | |||
| Kathryn Lever, Attorney-in-fact |
II-3
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the use in this Registration Statement No. 333-257734 on Form S-1 of our report dated April 1, 2022 with respect to the consolidated financial statements of Lottery.com Inc., included in the Prospectus Supplement of Lottery.com Inc. dated April 1, 2022, which is a part of this Registration Statement.
/s/ Armanino LLP
Bellevue, Washington
April 1, 2022