Business Context and Reporting Period
This Form 8-K is a current report filed by Lottery.com Inc. (formerly Trident Acquisitions Corp.) on November 10, 2021. The company, incorporated in Delaware, operates in the lottery and gaming sector. The report follows the consummation of a business combination on October 29, 2021, between Trident Acquisitions Corp. and AutoLotto, Inc., resulting in the renaming of the entity to Lottery.com Inc.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on corporate governance and accounting firm changes.
Material Changes
- Change in Certifying Accountant: On November 10, 2021, the Audit Committee engaged Armanino LLP as the new independent registered public accounting firm for the fiscal year ending December 31, 2021.
- Dismissal of Prior Accountant: Marcum LLP was dismissed as the independent registered public accounting firm effective November 10, 2021.
- Historical Audit Status: Marcum's reports for fiscal years 2019 and 2020 did not contain adverse opinions, disclaimers, or qualifications regarding uncertainty, audit scope, or accounting principles.
Outlook, Risks, and Contingencies
Disagreements and Reportable Events: There were no disagreements between the company and Marcum LLP regarding accounting principles, practices, or audit scope during the relevant periods. However, a "reportable event" was identified: a material weakness in internal controls related to evaluating complex accounting issues concerning warrants issued during the initial public offering. This weakness led to the restatement of Trident Acquisitions Corp.'s financial statements, filed as Form 10-K/A on June 28, 2021.
Management Commentary: The company confirmed that Marcum LLP was provided with the disclosures and requested to provide a letter to the SEC regarding their agreement with the statements made. Marcum's response letter is filed as Exhibit 16.1.
Investor Verification Checklist
- Verify the engagement letter and scope of work with the new auditor, Armanino LLP.
- Review the restated financial statements (Form 10-K/A filed June 28, 2021) to understand the impact of the material weakness regarding warrant accounting.
- Confirm the details of the business combination with AutoLotto, Inc. and the resulting capital structure.
- Examine Exhibit 16.1 (Marcum LLP's letter) for any additional context on the dismissal.