LTRY / Lottery.com Inc. - SEC-arkivering, Årsberetning, Fuldmagtserklæring

Lottery.com Inc.
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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Lottery.com Inc.
SEC Filings (Chronological Order)
Denne side giver en komplet, kronologisk liste over SEC-arkiveringer, eksklusive ejerskabsregistreringer, som vi leverer andre steder.
June 3, 2026 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 26, 2026 Sports Entertainment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 26, 2026 Sports Entertainment Gaming Global Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of In

May 22, 2026 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2026 Sports Entertainment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2026 Sports Entertainment Gaming Global Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction (Comm

May 18, 2026 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-38508 CUSIP NUMBER: 54570M306 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2026 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tran

May 5, 2026 EX-10.73

DATED 18 FEBRUARY 2026 THE SELLER THE BUYER SHARE PURCHASE AGREEMENT for the sale and purchase of certain shares in the issued share capital of VELOCE ESPORTS LIMITED

Exhibit 10.73 DATED 18 FEBRUARY 2026 THE SELLER AND THE BUYER SHARE PURCHASE AGREEMENT for the sale and purchase of certain shares in the issued share capital of VELOCE ESPORTS LIMITED THIS AGREEMENT is made on 18 February 2026 PARTIES: (1) JAMES MACLAURIN of The Branches, Clandon Road, Send, Woking, GU23 7LA (the “Seller”); and (2) SPORTS ENTERTAINMENT GAMING GLOBAL CORPORATION (trading as SEGG M

May 5, 2026 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 17,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 17, 2026 Sports Entertainment Gaming Global Corporation (Exact name of Registrant as specified in its charter) Delaware 001-38508 No. 81-1996183 (State or

May 5, 2026 EX-10.76

DATED 18 FEBRUARY 2026 THE SELLER THE BUYER SHARE PURCHASE AGREEMENT for the sale and purchase of certain shares in the issued share capital of VELOCE ESPORTS LIMITED

Exhibit 10.76 DATED 18 FEBRUARY 2026 THE SELLER AND THE BUYER SHARE PURCHASE AGREEMENT for the sale and purchase of certain shares in the issued share capital of VELOCE ESPORTS LIMITED THIS AGREEMENT is made on 18 February 2026 PARTIES: (1) CRIMSON SWORDBLADE LIMITED a private company incorporated and registered in England and Wales with company number 05235325 whose registered office address is a

May 5, 2026 EX-10.72

DATED 18 FEBRUARY 2026 THE SELLER THE BUYER SHARE PURCHASE AGREEMENT for the sale and purchase of certain shares in the issued share capital of VELOCE ESPORTS LIMITED

Exhibit 10.72 DATED 18 FEBRUARY 2026 THE SELLER AND THE BUYER SHARE PURCHASE AGREEMENT for the sale and purchase of certain shares in the issued share capital of VELOCE ESPORTS LIMITED THIS AGREEMENT is made on 18 February 2026 PARTIES: (1) ANDREW WEBB of The Cottage, Linersh Wood, Bramley, Guildford, Surrey, GU5 0EE (the “Seller”); and (2) SPORTS ENTERTAINMENT GAMING GLOBAL CORPORATION (trading a

May 5, 2026 EX-10.74

DATED 18 FEBRUARY 2026 THE SELLER THE BUYER SHARE PURCHASE AGREEMENT for the sale and purchase of certain shares in the issued share capital of VELOCE ESPORTS LIMITED

Exhibit 10.74 DATED 18 FEBRUARY 2026 THE SELLER AND THE BUYER SHARE PURCHASE AGREEMENT for the sale and purchase of certain shares in the issued share capital of VELOCE ESPORTS LIMITED THIS AGREEMENT is made on 18 February 2026 PARTIES: (1) JACK CLARKE of Villa 1, Al Reem 1, Arabian Ranches, Dubai, UAE (the “Seller”); and (2) SPORTS ENTERTAINMENT GAMING GLOBAL CORPORATION (trading as SEGG MEDIA an

May 5, 2026 EX-99.1

SPORTS ENTERTAINMENT GAMING GLOBAL CORPORATION UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Exhibit 99.1 SPORTS ENTERTAINMENT GAMING GLOBAL CORPORATION UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS On February 17, 2026, Sports Entertainment Gaming Global Corporation (the “Company” or “SEGG”) completed its acquisition of a controlling interest in Veloce Esports Limited (“Veloce”), a private company incorporated in England and Wales (“Veloce”). Upon completion of the acquisit

May 5, 2026 EX-10.71

DATED 18 FEBRUARY 2026 THE SELLER THE BUYER SHARE PURCHASE AGREEMENT for the sale and purchase of certain shares in the issued share capital of VELOCE ESPORTS LIMITED

Exhibit 10.71 DATED 18 FEBRUARY 2026 THE SELLER AND THE BUYER SHARE PURCHASE AGREEMENT for the sale and purchase of certain shares in the issued share capital of VELOCE ESPORTS LIMITED THIS AGREEMENT is made on 18 February 2026 PARTIES: (1) DARRYL EALES of Grey Mill, Grey Mill Lane, Wootton Wawen, Warwickshire, B95 6HL (the “Seller”); and (2) SPORTS ENTERTAINMENT GAMING GLOBAL CORPORATION (trading

May 5, 2026 EX-10.70

DATED 18 FEBRUARY 2026 THE SELLER THE BUYER SHARE PURCHASE AGREEMENT for the sale and purchase of certain shares in the issued share capital of VELOCE ESPORTS LIMITED

Exhibit 10.70 DATED 18 FEBRUARY 2026 THE SELLER AND THE BUYER SHARE PURCHASE AGREEMENT for the sale and purchase of certain shares in the issued share capital of VELOCE ESPORTS LIMITED THIS AGREEMENT is made on 18 February 2026 PARTIES: (1) DANIEL BAILEY of Mulberry Barn, Church Lane, Rotherfield Peppard, Henley on Thames, Oxfordshire, RG9 5JL (the “Seller”); and (2) SPORTS ENTERTAINMENT GAMING GL

May 5, 2026 EX-10.75

DATED 18 FEBRUARY 2026 THE SELLER THE BUYER SHARE PURCHASE AGREEMENT for the sale and purchase of certain shares in the issued share capital of VELOCE ESPORTS LIMITED

Exhibit 10.75 DATED 18 FEBRUARY 2026 THE SELLER AND THE BUYER SHARE PURCHASE AGREEMENT for the sale and purchase of certain shares in the issued share capital of VELOCE ESPORTS LIMITED THIS AGREEMENT is made on 18 February 2026 PARTIES: (1) MPA CREATIVE LIMITED a private company incorporated and registered in England and Wales with company number 06726508 and whose registered office address is c/o

April 28, 2026 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2026 Sports Entertainme

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2026 Sports Entertainment Gaming Global Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of

April 28, 2026 EX-99.1

SEGG Media Exclusively Partners with Polymarket to Power Sports.com Predict

Exhibit 99.1 FOR OFFICIAL RELEASE 5049 Edwards Ranch Rd, 4th Floor Fort Worth, TX 76109 SEGG Media Exclusively Partners with Polymarket to Power Sports.com Predict ● Integrates Polymarket’s leading prediction technology directly into Sports.com Predict. ● Enables a real-time, rapidly scalable sports prediction platform for SEGG Media ahead of the 2026 FIFA World Cup. ● Provides a robust technology

April 23, 2026 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2026 Sports Entertainme

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2026 Sports Entertainment Gaming Global Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of

April 1, 2026 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-38508 CUSIP NUMBER: 54570M306 (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ T

March 26, 2026 EX-FILING FEES

Table 1: Newly Registered Securities

Calculation of Filing Fee Tables S-8 Sports Entertainment Gaming Global Corp Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Stock, $0.

March 26, 2026 S-8

As filed with the Securities and Exchange Commission on March 26, 2026

As filed with the Securities and Exchange Commission on March 26, 2026 Registration No.

March 26, 2026 EX-4.6

LOTTERY.COM 2021 INCENTIVE PLAN

Exhibit 4.6 LOTTERY.COM 2021 INCENTIVE PLAN 1. Establishment of the Plan; Effective Date; Duration. (a) Establishment of the Plan; Effective Date. Lottery.com Inc., a Delaware corporation (the “Company”), hereby establishes this incentive compensation plan to be known as the “Lottery.com 2021 Incentive Plan,” as amended from time to time (the “Plan”). The Plan permits the grant of Incentive Stock

March 18, 2026 EX-10.3

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.3 Execution Version REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 16, 2026, between Sports Entertainment Gaming Global Corporation, a Delaware corporation (the “Company”), and each of the purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made p

March 18, 2026 EX-10.1

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 Execution Version SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March 16, 2026, between SPORTS ENTERTAINMENT GAMING GLOBAL CORPORATION, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WH

March 18, 2026 EX-10.2

SPORTS ENTERTAINMENT GAMING GLOBAL CORPORATION UNSECURED CONVERTIBLE PROMISSORY NOTE

Exhibit 10.2 Execution Version NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS NOTE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STA

March 18, 2026 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2026 Sports Entertainme

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2026 Sports Entertainment Gaming Global Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of

March 18, 2026 EX-1.1

PLACEMENT AGENCY AGREEMENT

Exhibit 1.1 PLACEMENT AGENCY AGREEMENT Sports Entertainment Gaming Global Corporation 5049 Edwards Ranch Rd, 4th Floor Fort Worth, TX 76109 March 16, 2026 Ladies and Gentlemen: This letter (this “Agreement”) constitutes the agreement between Sports Entertainment Gaming Global Corporation, a Delaware corporation (the “Company”) and Dawson James Securities, Inc. (“Dawson” or the “Placement Agent”) p

March 2, 2026 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2026 Sports Entertai

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2026 Sports Entertainment Gaming Global Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction

February 23, 2026 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 17, 2026 Sports Entertai

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 17, 2026 Sports Entertainment Gaming Global Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction

February 19, 2026 424B5

Sports Entertainment Gaming Global Corporation Up to $5,572,584

Filed Pursuant to Rule 424(b)(5) Registration No. 333-291505 PROSPECTUS SUPPLEMENT (To Prospectus dated November 26, 2025) Sports Entertainment Gaming Global Corporation Up to $5,572,584 On February 18, 2026, we entered into a certain Equity Distribution Agreement (“ATM Agreement”) with Dawson James Securities, Inc. as sales agent (“Dawson”) relating to the “at-the-market” sale of shares of our co

February 19, 2026 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 18, 2026 Sports Entertai

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 18, 2026 Sports Entertainment Gaming Global Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction

February 19, 2026 EX-1.1

Sports Entertainment Gaming Global Corporation COMMON STOCK EQUITY DISTRIBUTION AGREEMENT

Exhibit 1.1 Sports Entertainment Gaming Global Corporation $5,572,584 COMMON STOCK EQUITY DISTRIBUTION AGREEMENT February 18, 2026 Dawson James Securities, Inc. 101 North Federal Highway Boca Raton, Florida 33432 Ladies and Gentlemen: Sports Entertainment Gaming Global Corporation, a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Dawson James Securities, Inc.,

February 10, 2026 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2026 Sports Entertain

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2026 Sports Entertainment Gaming Global Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction o

February 10, 2026 EX-99.1

EX-99.1

Exhibit 99.1

February 9, 2026 424B5

Sports Entertainment Gaming Global Corporation Up to $5,572,584

Filed Pursuant to Rule 424(b)(5) Registration No. 333-291505 PROSPECTUS SUPPLEMENT (To Prospectus dated November 26, 2025) Sports Entertainment Gaming Global Corporation Up to $5,572,584 On February 9, 2026, we entered into a certain [at the market] Equity Distribution Agreement (“ATM Agreement”) with Dawson James Securities, Inc. as sales agent (“Dawson”) relating to the sale of shares of our com

February 2, 2026 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 26, 2026 Sports Entertain

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 26, 2026 Sports Entertainment Gaming Global Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction o

January 30, 2026 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 2026 Sports Entertain

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 2026 Sports Entertainment Gaming Global Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction o

January 30, 2026 EX-3.1

CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LOTTERY.COM INC. January 23, 2026

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LOTTERY.COM INC. January 23, 2026 Lottery.com Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. That the Board of Directors of the Corporation (the “Board”) has duly adopted resolutions (a) authorizing the Corporation

January 29, 2026 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

January 23, 2026 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2026 Lottery.com Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2026 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of Incorporation) (Commission F

January 20, 2026 EX-10.1

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of January 16, 2026, between Lottery.com Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the

January 20, 2026 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 20, 2026 Lottery.com Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 20, 2026 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of Incorporation) (Commission F

January 20, 2026 EX-1.1

PLACEMENT AGENCY AGREEMENT

Exhibit 1.1 PLACEMENT AGENCY AGREEMENT Dawson James Securities, Inc. 101 North Federal Highway Boca Raton, Florida 33432 January 16, 2026 Ladies and Gentlemen: This letter (this “Agreement”) constitutes the agreement between Lottery.com Inc., a Delaware corporation (the “Company”), and Dawson James Securities, Inc. (“Dawson”) pursuant to which Dawson shall serve as the placement agent (the “Placem

January 20, 2026 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 16, 2026 Lottery.com Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 16, 2026 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of Incorporation) (Commission F

January 20, 2026 EX-99.1

Lottery.com Inc. Announces Closing of Registered Direct Public Offering

Exhibit 99.1 FOR OFFICIAL RELEASE 5049 Edwards Ranch Rd, 4th Floor Fort Worth, TX 76109 Lottery.com Inc. Announces Closing of Registered Direct Public Offering FORTH WORTH, TX Lottery.com Inc. dba: SEGG Media Corporation (Nasdaq: SEGG, LTRYW) (“SEGG Media” or “the Company”), today announced that it completed a registered direct offering of 2,449,857 shares of its common stock, for gross proceeds o

January 20, 2026 424B5

Lottery.com Inc. 2,449,857 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-291505 PROSPECTUS SUPPLEMENT (To Prospectus dated November 26, 2025) Lottery.com Inc. 2,449,857 Shares of Common Stock We are offering 2,449,857 shares of our common stock, par value $0.001 per share (the “Shares”) at a price of $0.70 per share, to investors pursuant to this prospectus supplement and the accompanying prospectus, and a securitie

January 20, 2026 EX-99.1

Lottery.com Inc. Announces Closing of Registered Direct Public Offering

Exhibit 99.1 FOR OFFICIAL RELEASE 5049 Edwards Ranch Rd, 4th Floor Fort Worth, TX 76109 Lottery.com Inc. Announces Closing of Registered Direct Public Offering FORTH WORTH, TX Lottery.com Inc. dba: SEGG Media Corporation (Nasdaq: SEGG, LTRYW) (“SEGG Media” or “the Company”), today announced that it completed a registered direct offering of 2,449,857 shares of its common stock, for gross proceeds o

January 6, 2026 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 5, 2026 Lottery.com Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 5, 2026 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of Incorporation) (Commission Fi

December 10, 2025 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

December 5, 2025 424B5

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 424(b)(5) Filing under Rule 424(b)(5) of the Securities Act of 1933 Filed by: Lottery.com Inc. Subject Company: Lottery.com Inc. Commission File Number: 333-291505 NOTICE OF FILING UNDER RULE 424(b)(5) Lottery.com Inc. (the “Company”) hereby files this communication pursuant to Rule 424(b)(5) under the Securities Act of 1

December 4, 2025 EX-10.61

EX-10.61

Exhibit 10.61

December 4, 2025 EX-10.60

EX-10.60

Exhibit 10.60

December 4, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 2, 2025 Lottery.com Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 2, 2025 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of Incorporation) (Commission F

December 1, 2025 EX-99.1

SEGG Media Announces Leadership Changes to Drive Growth

Exhibit 99.1 FOR OFFICIAL RELEASE 5049 Edwards Ranch Rd, 4th Floor Fort Worth, TX 76109 SEGG Media Announces Leadership Changes to Drive Growth Fort Worth, Texas Lottery.com Inc. DBA: SEGG Media Corporation (Nasdaq: SEGG, LTRYW) (“SEGG Media” or “the Company”) today has taken the next step in its growth strategy by announcing changes to its leadership structure. The Company’s Board of Directors (t

December 1, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 2025 Lottery.com Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 2025 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction (Commission File (I.R.S. Emplo

November 26, 2025 EX-FILING FEES

CALCULATION OF FILING FEE TABLES Form S-3/A (Form Type) Lottery.com Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-3/A (Form Type) 333-291505 Lottery.

November 26, 2025 S-3/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3/A Amendment 2 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 LOTTERY.COM INC. (Exact Name of Registrant as Specified in Its Charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3/A Amendment 2 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

November 25, 2025 CORRESP

November 25, 2025

November 25, 2025 Securities and Exchange Commission Division of Corporation Finance 100 F Street N.

November 25, 2025 S-3/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3/A Amendment 1 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 LOTTERY.COM INC. (Exact Name of Registrant as Specified in Its Charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3/A Amendment 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

November 25, 2025 EX-FILING FEES

CALCULATION OF FILING FEE TABLES Form S-3/A (Form Type) Lottery.com Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-3/A (Form Type) 333-291505 Lottery.

November 20, 2025 EX-10.41

EX-10.41

Exhibit 10.41

November 20, 2025 EX-10.40

EX-10.40

Exhibit 10.40

November 20, 2025 EX-10.27

EX-10.27

Exhibit 10.27

November 20, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ For the quarterly period ended September 30, 2025 ☐ TRANSITION RE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38508 Lot

November 20, 2025 EX-10.43

EX-10.43

Exhibit 10.43

November 20, 2025 EX-10.35

Amendment to the Stock Purchase Agreement

Exhibit 10.35 Amendment to the Stock Purchase Agreement June 12, 2025 This Amendment amends the Stock Purchase Agreement by and between Lottery.com Inc. (“Lottery”) and Generating Alpha Ltd. dated as of November 13, 2024 (the “Stock Purchase Agreement” or “SPA”). All capitalised terms used in this Amendment and not otherwise defined shall have the meanings attributed to them in the Stock Purchase

November 20, 2025 EX-10.42

EX-10.42

Exhibit 10.42

November 17, 2025 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-38508 CUSIP NUMBER: 54570M306 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐

November 13, 2025 EX-10.27

EX-10.27

Exhibit 10.27

November 13, 2025 S-3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 LOTTERY.COM INC. (Exact Name of Registrant as Specified in Its Charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 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) 5049 E

November 13, 2025 EX-FILING FEES

CALCULATION OF FILING FEE TABLES Form S-3 (Form Type) Lottery.com Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-3 (Form Type) Lottery.com Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Register

October 16, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 16, 2025 Lottery.com Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 16, 2025 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of Incorporation) (Commission F

October 15, 2025 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38508 Lottery

October 15, 2025 EX-10.51

EX-10.51

Exhibit 10.51

October 15, 2025 EX-10.50

EX-10.50

Exhibit 10.50

October 15, 2025 EX-10.5

DATED 11 September 2023 SHARE PURCHASE AGREEMENT DANI ALYAMOUR DAVID COOK PAUL DAVID SEBRIGHT NISHANT JOHN FARIA OSAMA MUNIR RAGHEB ALKALOTI TRIPLE R HOLDINGS LLC WEST IRELAND INVESTMENT LIMITED DUPLAYS HOLDINGS LIMITED LOTTERY.COM, INC.

Exhibit 10.5 Definitive Agreement with Nook Holdings Limited. DATED 11 September 2023 SHARE PURCHASE AGREEMENT amongst DANI ALYAMOUR DAVID COOK PAUL DAVID SEBRIGHT NISHANT JOHN FARIA OSAMA MUNIR RAGHEB ALKALOTI TRIPLE R HOLDINGS LLC WEST IRELAND INVESTMENT LIMITED DUPLAYS HOLDINGS LIMITED and LOTTERY.COM, INC. CONTENTS CLAUSE 1. Interpretation 3 2. Sale and purchase 5 3. Purchase Price 5 4. Closin

October 15, 2025 EX-10.40

LOTTERY.COM INC. 2023 EMPLOYEES’, DIRECTORS’ AND CONSULTANTS’ STOCK ISSUANCE AND OPTION PLAN

Exhibit 10.40 LOTTERY.COM INC. 2023 EMPLOYEES’, DIRECTORS’ AND CONSULTANTS’ STOCK ISSUANCE AND OPTION PLAN Upon adoption by the Board of Directors, this 2023 Employees’, Directors’ and Consultants’ Stock Issuance Option Plan (the “Plan”) authorizes Lottery.com, Inc. to issue either shares directly or options to purchase up to 500,000 shares of common stock, on terms to be determined, to its Employ

September 30, 2025 EX-10.60

Amendment to the Stock Purchase Agreement

Exhibit 10.60 Amendment to the Stock Purchase Agreement June 12, 2025 This Amendment amends the Stock Purchase Agreement by and between Lottery.com Inc. (“Lottery”) and Generating Alpha Ltd. dated as of November 13, 2024 (the “Stock Purchase Agreement” or “SPA”). All capitalised terms used in this Amendment and not otherwise defined shall have the meanings attributed to them in the Stock Purchase

September 30, 2025 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2025 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of Incorporati

September 5, 2025 EX-3.1

CERTIFICATE OF AMENDMENT TO THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION LOTTERY.COM INC. August 25, 2025

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LOTTERY.COM INC. August 25, 2025 Lottery.com Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. That the Board of Directors of the Corporation (the “Board”) has duly adopted resolutions (a) authorizing the Corpora

September 5, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 28, 2025 Lottery.com Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 28, 2025 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of Incorporation) (Commission Fi

August 19, 2025 EX-10.6

Asset Purchase Agreement between Lottery.com and Galaxy Racer Holdings Ltd dated as of July 30, 2025

Exhibit 10.6

August 19, 2025 EX-10.74

Third Subscription Agreement Variation Letter between Lottery.com Inc. and Veloce Esports Limited dates as of August 18, 2025

Exhibit 10.74

August 19, 2025 EX-10.7

Subscription Agreement between Lottery.com Inc. and Veloce Esports Limited dates as of July 11, 2025

Exhibit 10.7

August 19, 2025 EX-10.73

Second Subscription Agreement Variation Letter between Lottery.com Inc. and Veloce Esports Limited dates as of July 31, 2025

Exhibit 10.73

August 19, 2025 EX-10.50

Nook Holdings Share Purchase Agreement

Exhibit 10.50

August 19, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38508 Lottery.

August 19, 2025 EX-10.72

Subscription Agreement Variation Letter between Lottery.com Inc. and Veloce Esports Limited dates as of July 11, 2025

Exhibit 10.72

August 19, 2025 EX-10.71

Deed of Adherence between Lottery.com Inc. and Veloce Esports Limited dates as of July 11, 2025

Exhibit 10.71

August 19, 2025 EX-10.51

Amendment 1 to Nook Holdings Share Purchase Agreement

Exhibit 10.51

August 19, 2025 EX-10.5

Entry into Stock Purchase Agreement for the Acquisition of Nook Holdings Limited

Exhibit 10.5 Definitive Agreement with Nook Holdings Limited. DATED 11 September 2023 SHARE PURCHASE AGREEMENT amongst DANI ALYAMOUR DAVID COOK PAUL DAVID SEBRIGHT NISHANT JOHN FARIA OSAMA MUNIR RAGHEB ALKALOTI TRIPLE R HOLDINGS LLC WEST IRELAND INVESTMENT LIMITED DUPLAYS HOLDINGS LIMITED and LOTTERY.COM, INC. CONTENTS CLAUSE 1. Interpretation 3 2. Sale and purchase 5 3. Purchase Price 5 4. Closin

August 19, 2025 EX-10.40

Share Purchase and Sale Agreement between Lottery.com and DotCom Ventures Inc. dated July 22, 2025

Exhibit 10.40 SHARE PURCHASE AND SALE AGREEMENT This SHARE PURCHASE AND SALE AGREEMENT (the “Agreement”) is made and entered into as of July 22, 2025 (the “Effective Date”), by, between, and among LOTTERY.COM INC., a corporation organized and existing under the laws of the State of Delaware, and having its principal office at 5049 Edwards Road, 4th Floor, Fort Worth, Texas 76109 (“Buyer” or “LTRY”

August 15, 2025 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-38508 CUSIP NUMBER: 54570M207 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Trans

August 7, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2025 Lottery.com Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2025 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of Incorporation) (Commission File

August 7, 2025 EX-99.1

SEGG Media Completes $10 Million Acquisition of GXR World Sports Platform Transaction Rounds Out $20 Million Month for Company

Exhibit 99.1 FOR OFFICIAL RELEASE 5049 Edwards Ranch Rd, 4th Floor Fort Worth, TX 76109 SEGG Media Completes $10 Million Acquisition of GXR World Sports Platform Transaction Rounds Out $20 Million Month for Company Fort Worth, Texas SEGG Media Corporation (NASDAQ: SEGG, LTRYW) (“SEGG Media” or the “Company”), a leading technology company owning Sports.com, Concerts.com, and Lottery.com, today anno

July 22, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 22, 2025 Lottery.com Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 22, 2025 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of Incorporation) (Commission File

July 16, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2025 Lottery.com Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2025 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of Incorporation) (Commission File

July 7, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 7, 2025 Lottery.com Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 7, 2025 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction (Commission File (I.R.S. Employer o

July 3, 2025 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 2, 2025 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of Incorporation) (Commission File

July 3, 2025 S-8 POS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 2, 2025 Lottery.com Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 2, 2025 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of Incorporation) (Commission Fil

June 23, 2025 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2025 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction (Commission (I.R.S. Employer of In

June 23, 2025 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2025 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction (Commission (I.R.S. Employer of In

June 23, 2025 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2025 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction (Commission (I

June 10, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2025 Lottery.com Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2025 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of Incorporation) (Commission File

June 6, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2025 Lottery.com Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2025 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of Incorporation) (Commission File

June 6, 2025 EX-10.1

LOTTERY.COM AND SPORTS.COM BOOST BRAND VISIBILITY THROUGH STRATEGIC EXPANSION IN INDYCAR Extended Partnership with Louis Foster Secures Branding and Marketing Through the End of the 2025 NTT INDYCAR Series

Exhibit 10.1 FOR OFFICIAL RELEASE 5049 Edwards Ranch Rd, 4th Floor Fort Worth, TX 76109 LOTTERY.COM AND SPORTS.COM BOOST BRAND VISIBILITY THROUGH STRATEGIC EXPANSION IN INDYCAR Extended Partnership with Louis Foster Secures Branding and Marketing Through the End of the 2025 NTT INDYCAR Series Fort Worth, Texas – Lottery.com Inc. (Nasdaq: LTRY, LTRYW) (“Lottery.com” or the “Company”), a leading tec

May 23, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2025 Lottery.com Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2025 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of Incorporation) (Commission File

May 23, 2025 EX-10.1

EX-10.1

Exhibit 10.1

May 23, 2025 EX-10.2

EX-10.2

Exhibit 10.2

May 21, 2025 EX-10.5

Entry into Stock Purchase Agreement for the Acquisition of Nook Holdings Limited

Exhibit 10.5 Definitive Agreement with Nook Holdings Limited. DATED 11 September 2023 SHARE PURCHASE AGREEMENT amongst DANI ALYAMOUR DAVID COOK PAUL DAVID SEBRIGHT NISHANT JOHN FARIA OSAMA MUNIR RAGHEB ALKALOTI TRIPLE R HOLDINGS LLC WEST IRELAND INVESTMENT LIMITED DUPLAYS HOLDINGS LIMITED and LOTTERY.COM, INC. CONTENTS CLAUSE 1. Interpretation 3 2. Sale and purchase 5 3. Purchase Price 5 4. Closin

May 21, 2025 EX-10.40

Lottery.com Inc. 2023 Employees’, Directors’ and Consultant’s Stock Issuance and Option Plan

Exhibit 10.40 LOTTERY.COM INC. 2023 EMPLOYEES’, DIRECTORS’ AND CONSULTANTS’ STOCK ISSUANCE AND OPTION PLAN Upon adoption by the Board of Directors, this 2023 Employees’, Directors’ and Consultants’ Stock Issuance Option Plan (the “Plan”) authorizes Lottery.com, Inc. to issue either shares directly or options to purchase up to 500,000 shares of common stock, on terms to be determined, to its Employ

May 21, 2025 EX-10.51

Amendment 1 to Nook Holdings Share Purchase Agreement

Exhibit 10.51

May 21, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38508 Lottery.c

May 21, 2025 EX-10.50

Nook Holdings Share Purchase Agreement

Exhibit 10.50

May 16, 2025 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-38508 CUSIP NUMBER: 54570M207 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tran

May 14, 2025 S-1/A

As filed with the Securities and Exchange Commission on May 14, 2025

As filed with the Securities and Exchange Commission on May 14, 2025 Registration No.

May 14, 2025 CORRESP

May 14, 2025

May 14, 2025 Securities and Exchange Commission Division of Corporation Finance 100 F Street N.

May 14, 2025 CORRESP

CutLER LAW GROUP

CutLER LAW GROUP M. Richard Cutler, Esq Admitted in California & Texas Corporate Securities Law May 14, 2025 Securities and Exchange Commission 100 F. St., NE Washington, DC 20549-4561 Attn: Mitchell Austin Jan Woo Re: Lottery.com, Inc. Amendment No. 4 to Registration Statement on Form S-1 Filed May 14, 2025 File No. 333-286503 Gentlemen and Ladies: As you are aware we represent Lottery.com, Inc.

May 13, 2025 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2025 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction (Commission (I.R.S. Employer of Inc

May 13, 2025 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 FORM 10-K/A (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 FORM 10-K/A (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-385

May 13, 2025 EX-97.1

Executive Clawback Policy effective December 1, 2023

Exhibit 97.1

May 9, 2025 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2025 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction (Commission (I.R.S. Employer of Inco

May 8, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2025 Lottery.com Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2025 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of Incorporation) (Commission File N

May 8, 2025 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2025 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction (Commission (I.R.S. Employer of Inco

May 7, 2025 S-1/A

As filed with the Securities and Exchange Commission on May 7, 2025

As filed with the Securities and Exchange Commission on May 7, 2025 Registration No.

May 7, 2025 CORRESP

CutLER LAW GROUP May 7, 2025

CutLER LAW GROUP May 7, 2025 Securities and Exchange Commission 100 F. St., NE Washington, DC 20549-4561 Attn: Mitchell Austin Jan Woo Re: Lottery.com, Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed April 25, 2025 File No. 333-286503 Gentlemen and Ladies: Please be advised that we represent Lottery.com, Inc. (the “Company”) with respect to the above-referenced filing. We are in r

May 5, 2025 LETTER

LETTER

May 5, 2025 Matthew McGahan Chief Executive Officer Lottery.com Inc. 5049 Edwards Ranch Road, 4th Floor Fort Worth, Texas 76109 Re: Lottery.com Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed April 25, 2025 File No. 333-286503 Dear Matthew McGahan: We have conducted a limited review of your registration statement and have the following comments. Please respond to this letter by am

May 2, 2025 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2025 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of Incorporation) (Commission File N

April 25, 2025 S-1/A

As filed with the Securities and Exchange Commission on April 24, 2025

As filed with the Securities and Exchange Commission on April 24, 2025 Registration No.

April 24, 2025 CORRESP

April 24, 2025

CutLER LAW GROUP PAGE 1 OF 1 April 24, 2025 Securities and Exchange Commission 100 F.

April 22, 2025 EX-10.50

Nook Holdings Share Purchase Agreement

Exhibit 10.50

April 22, 2025 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38508 LOTTERY.COM I

April 22, 2025 EX-10.40

Lottery.com Inc. 2023 Employees’, Directors’ and Consultant’s Stock Issuance and Option Plan

Exhibit 10.40 LOTTERY.COM, INC. 2023 EMPLOYEES’, DIRECTORS’ AND CONSULTANTS’ STOCK ISSUANCE AND OPTION PLAN Upon adoption by the Board of Directors, this 2023 Employees’, Directors’ and Consultants’ Stock Issuance Option Plan (the “Plan”) authorizes Lottery.com, Inc. to issue either shares directly or options to purchase up to 500,000 shares of common stock, on terms to be determined, to its Emplo

April 22, 2025 EX-10.51

Amendment 1 to Nook Holdings Share Purchase Agreement

Exhibit 10.51

April 22, 2025 EX-10.26

Amended and Restated Loan Agreement and Deed, dated August 8, 2023, between Lottery.com and United Capital Investments London Limited as lender

Exhibit 10.26 SCHEDULE 1 Amended and Restated Loan Agreement United Capital Investments London Limited as Lender and Lottery.com Inc as Borrower amended and Restated Loan Agreement originally dated 26 July and amended and restated on 8 August 2023 CONTENTS Clause Page 1. Definitions and interpretation 1 2. Loan 5 3. Purpose 9 4. Repayment 9 5. Borrower’s representations and warranties 10 6. Borrow

April 22, 2025 EX-10.30

Amendment and Restatement Agreement in respect of Loan Agreement (Deed) dated 7 December 2022, between Lottery.com and Woodford Eurasia Assets Ltd.

Exhibit 10.30

April 22, 2025 EX-10.27

Amendment to Amended and Restated Loan Agreement, dated as of August 18, 2023, by and between Lottery.com Inc. and United Capital Investments London Limited.

Exhibit 10.27 Dated August 18, 2023 Amendment Agreement in respect of a Loan Agreement (Deed) dated 26 July 2023 and amended and restated on 8 August 2023 between United Capital Investments London Limited as Lender and Lottery.com Inc as Borrower White & Case llp 5 Old Broad Street London EC2N 1DW Table of Contents Page 1. Definitions and Interpretation 1 2. Definitions and Interpretation 1 3. Ame

April 21, 2025 EX-10.50

Nook Holdings Share Purchase Agreement

Exhibit 10.50

April 21, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38508 LOTTERY.COM INC

April 21, 2025 EX-10.51

Amendment 1 to Nook Holdings Share Purchase Agreement

Exhibit 10.51

April 21, 2025 EX-10.30

Amendment and Restatement Agreement in respect of Loan Agreement (Deed) dated 7 December 2022, between Lottery.com and Woodford Eurasia Assets Ltd.

Exhibit 10.30

April 21, 2025 EX-10.26

Amended and Restated Loan Agreement and Deed, dated August 8, 2023, between Lottery.com and United Capital Investments London Limited as lender

Exhibit 10.26 SCHEDULE 1 Amended and Restated Loan Agreement United Capital Investments London Limited as Lender and Lottery.com Inc as Borrower amended and Restated Loan Agreement originally dated 26 July and amended and restated on 8 August 2023 CONTENTS Clause Page 1. Definitions and interpretation 1 2. Loan 5 3. Purpose 9 4. Repayment 9 5. Borrower’s representations and warranties 10 6. Borrow

April 21, 2025 EX-10.27

Amendment to Amended and Restated Loan Agreement, dated as of August 18, 2023, by and between Lottery.com Inc. and United Capital Investments London Limited.

Exhibit 10.27 Dated August 18, 2023 Amendment Agreement in respect of a Loan Agreement (Deed) dated 26 July 2023 and amended and restated on 8 August 2023 between United Capital Investments London Limited as Lender and Lottery.com Inc as Borrower White & Case llp 5 Old Broad Street London EC2N 1DW Table of Contents Page 1. Definitions and Interpretation 1 2. Definitions and Interpretation 1 3. Ame

April 21, 2025 EX-10.40

Lottery.com Inc. 2023 Employees’, Directors’ and Consultant’s Stock Issuance and Option Plan

Exhibit 10.40 LOTTERY.COM, INC. 2023 EMPLOYEES’, DIRECTORS’ AND CONSULTANTS’ STOCK ISSUANCE AND OPTION PLAN Upon adoption by the Board of Directors, this 2023 Employees’, Directors’ and Consultants’ Stock Issuance Option Plan (the “Plan”) authorizes Lottery.com, Inc. to issue either shares directly or options to purchase up to 500,000 shares of common stock, on terms to be determined, to its Emplo

April 16, 2025 LETTER

LETTER

April 16, 2025 Matthew McGahan Chief Executive Officer Lottery.com Inc. 5049 Edwards Ranch Road, 4th Floor Fort Worth, Texas 76109 Re: Lottery.com Inc. Registration Statement on Form S-1 Filed April 11, 2025 Amendment No. 1 to Registration Statement on Form S-1 Filed April 15, 2025 File No. 333-286503 Dear Matthew McGahan: Our initial review of your registration statement indicates that it fails i

April 15, 2025 EX-FILING FEES

Filing Fee Table (incorporated by reference to Exhibit 107 of the Amendment No. 1 to Registration Statement on Form S-1 filed by Lottery.com with the SEC on April 14, 2025)

Exhibit 107 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Shares to be Registered(1) Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Amount of Registration Fee(3) Primary Offering: Common Stock, par value $0.

April 15, 2025 S-1/A

As filed with the Securities and Exchange Commission on April 14, 2025

As filed with the Securities and Exchange Commission on April 14, 2025 Registration No.

April 11, 2025 EX-FILING FEES

Filing Fee Table

Exhibit 107 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Shares to be Registered(1) Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Amount of Registration Fee(4) Primary Offering: Common Stock, par value $0.

April 11, 2025 S-1

As filed with the Securities and Exchange Commission on April 11, 2025

As filed with the Securities and Exchange Commission on April 11, 2025 Registration No.

April 11, 2025 EX-10.31

Stock Purchase Agreement and Common Stock Purchase Warrant by and between Lottery.com Inc. and Generating Alpha Limited, dated November 13, 2024 (incorporated by reference to Exhibit 10.31 of the Registration Statement on Form S-1 filed by Lottery.com with the SEC on April 11, 2025)

Exhibit 10.31 STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT is dated as of the 13th day of November 2024 (the “Agreement”) between Generating Alpha Ltd., a Saint Kitts and Nevis Company (the “Investor”), and Lottery.com Inc., a Delaware company with principal executive offices at 5049 Edwards Ranch Road, 4th Floor, Fort Worth, Texas 76109 (the “Company”). WHEREAS, the parties desire that,

April 9, 2025 EX-10.28

Business Loan Agreement dated January 4, 2022, between AutoLotto, Inc. and The Provident Bank (incorporated by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q filed by Lottery.com with the SEC on May 22, 2023).

Exhibit 10.28 Dated 12 June 2023 Amendment and Restatement Agreement in respect of a Loan Agreement (Deed) dated 7 December 2022 between Woodford Eurasia Assets Ltd as Lender and Lottery.com Inc as Borrower White & Case LLP 5 Old Broad Street London EC2N IDW Table of Contents Page 1. Definitions and Interpretation I 2. Amendment and Restatement of the Loan Agreement 2 3. Confirmations 2 4. Revocat

April 9, 2025 EX-10.27

Amendment to Amended and Restated Loan Agreement, dated as of August 18, 2023, by and between Lottery.com Inc. and United Capital Investments London Limited.

Exhibit 10.27 Dated August 18, 2023 Amendment Agreement in respect of a Loan Agreement (Deed) dated 26 July 2023 and amended and restated on 8 August 2023 between United Capital Investments London Limited as Lender and Lottery.com Inc as Borrower White & Case llp 5 Old Broad Street London EC2N 1DW Table of Contents Page 1. Definitions and Interpretation 1 2. Definitions and Interpretation 1 3. Ame

April 9, 2025 EX-10.40

Lottery.com Inc. 2023 Employees’, Directors’ and Consultant’s Stock Issuance and Option Plan

Exhibit 10.40 LOTTERY.COM, INC. 2023 EMPLOYEES’, DIRECTORS’ AND CONSULTANTS’ STOCK ISSUANCE AND OPTION PLAN Upon adoption by the Board of Directors, this 2023 Employees’, Directors’ and Consultants’ Stock Issuance Option Plan (the “Plan”) authorizes Lottery.com, Inc. to issue either shares directly or options to purchase up to 500,000 shares of common stock, on terms to be determined, to its Emplo

April 9, 2025 EX-21.1

List of Subsidiaries of Lottery.com Inc. (incorporated by reference to Exhibit 21.1 of the Current Report on Form 8-K filed by Lottery.com with the SEC on November 4, 2021).

Exhibit 21.1 List of Subsidiaries Name of Subsidiary Jurisdiction of Incorporation or Organization AutoLotto, Inc. Delaware Global Gaming Enterprises, Inc. Delaware Electrónicos y de Comunicación, SAPI de C.V. Mexico Juega Lotto, S.A. DE C.V Mexico Tinbu, LLC Florida LDC Wintogether, Inc. Texas Sports.com, Inc. Texas LDC IP Holdings, Inc. Delaware

April 9, 2025 EX-10.51

Amendment 1 to Nook Holdings Share Purchase Agreement

Exhibit 10.51

April 9, 2025 EX-10.30

Amendment and Restatement Agreement in respect of Loan Agreement (Deed) dated 7 December 2022, between Lottery.com and Woodford Eurasia Assets Ltd.

Exhibit 10.30

April 9, 2025 EX-10.26

Amended and Restated Loan Agreement and Deed, dated August 8, 2023, between Lottery.com and United Capital Investments London Limited as lender

Exhibit 10.26 SCHEDULE 1 Amended and Restated Loan Agreement United Capital Investments London Limited as Lender and Lottery.com Inc as Borrower amended and Restated Loan Agreement originally dated 26 July and amended and restated on 8 August 2023 CONTENTS Clause Page 1. Definitions and interpretation 1 2. Loan 5 3. Purpose 9 4. Repayment 9 5. Borrower’s representations and warranties 10 6. Borrow

April 9, 2025 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 3) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 3) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-3

April 9, 2025 EX-10.50

Nook Holdings Share Purchase Agreement

Exhibit 10.50

April 1, 2025 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-38508 CUSIP NUMBER: 54570M207 (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ T

March 11, 2025 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2025 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction (Commission (I.R.S. Employer of In

March 11, 2025 EX-10.1

Press Release Dated March 6, 2025

Exhibit 10.1 FOR OFFICIAL RELEASE 5049 Edwards Ranch Rd, 4th Floor Fort Worth, TX 76109 LOTTERY.COM INC ENTERS INTO STOCK PURCHASE AGREEMENT WITH PLUSEVO LTD. NEW TECHNOLOGY PLATFORM TO SUPPORT GLOBAL LOTTERY EXPANSION Fort Worth, Texas – Lottery.com Inc. (Nasdaq: LTRY, LTRYW) (“Lottery.com” or the “Company”), a leading technology company in digital lottery and sports entertainment, announces that

March 7, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2025 Lottery.com Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2025 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of Incorporation) (Commission File

February 24, 2025 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 20, 2025 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of Incorporation) (Commission

February 12, 2025 EX-10.1

Soccerex Sponsorship Agreement Dated February 6, 2025

Exhibit 10.1 FOR OFFICIAL RELEASE 5049 Edwards Ranch Rd, 4th Floor Fort Worth, TX 76109 SPORTS.COM ENTERS INTO MULTI-YEAR PARTNERSHIP AGREEMENT WITH SOCCEREX COMPANY EYES THE POTENTIAL FOR UK FOOTBALL CLUB ACQUISITION Fort Worth, Texas – Sports.com, a global leader in digital sports entertainment and a key brand of Lottery.com Inc. (Nasdaq: LTRY, LTRYW) (“Lottery.com” or the “Company”), announces

February 12, 2025 EX-10.2

Press Release Dated February 11, 2025

Exhibit 10.2

February 12, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2025 Lottery.com Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2025 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction (Commission (I.R.S. Employer of

February 10, 2025 AW

February 10, 2025

CUTLER LAW GROUP PAGE 1 OF 1 February 10, 2025 Securities and Exchange Commission 100 F.

February 10, 2025 RW

February 10, 2025

CUTLER LAW GROUP PAGE 1 OF 1 February 10, 2025 Securities and Exchange Commission 100 F.

February 10, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

January 30, 2025 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

January 17, 2025 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2025 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of Incorporation) (Commission F

January 16, 2025 POS AM

As filed with the Securities and Exchange Commission on January 15, 2025

As filed with the Securities and Exchange Commission on January 15, 2025 Registration No.

January 15, 2025 AW

January 6, 2025

CutLER LAW GROUP January 6, 2025 Securities and Exchange Commission 100 F. St., NE Washington, DC 20549-4561 Attn: Mitchell Austin Jan Woo Re: Lottery.com Inc. Post-Effective Amendment No. 1 to Registration Statement on Form S-1 Filed December 26, 2024 File No. 333-281925 Gentlemen and Ladies: Lottery.com Inc. hereby withdraws Post-Effective Amendment No. 1 to its Form S-1 Registration Statement,

December 26, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Shares to be Registered(1) Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Amount of Registration Fee(4) Primary Offering: Common Stock, par value $0.

December 26, 2024 POS AM

As filed with the Securities and Exchange Commission on December 26, 2024 Post-Effective Amendment No. 1 to the Registration Statement No. 333-281925 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No.

As filed with the Securities and Exchange Commission on December 26, 2024 Post-Effective Amendment No.

December 26, 2024 EX-10.26

Amended and Restated Loan Agreement and Deed, dated August 8, 2023, between Lottery.com and United Capital Investments London Limited as lender

EX-10.26 2 ex10-26.htm Exhibit 10.26 Dated 8 August 2023 Amendment and Restatement Agreement in respect of a Loan Agreement originally dated 26 July 2023 between United Capital Investments London Limited as Lender and Lottery.com Inc as Borrower Table of Contents Page 1. Definitions and Interpretation 1 2. Amendment and Restatement of the Loan Agreement 2 3. Confirmations 2 4. Representations and

December 26, 2024 EX-10.31

Stock Purchase Agreement and Common Stock Purchase Warrant by and between Lottery.com Inc. and Generating Alpha Limited, dated November 13, 2024

Exhibit 10.31 STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT is dated as of the 13th day of November 2024 (the “Agreement”) between Generating Alpha Ltd., a Saint Kitts and Nevis Company (the “Investor”), and Lottery.com Inc., a Delaware company with principal executive offices at 5049 Edwards Ranch Road, 4th Floor, Fort Worth, Texas 76109 (the “Company”). WHEREAS, the parties desire that,

December 20, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2024 Lottery.com Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2024 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of Incorporation) (Commission

December 16, 2024 8-K

Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2024 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction (Commission (I.R.S. Employer o

December 16, 2024 EX-10.60

Stock Purchase Agreement Between Lottery.com Inc. and Generating Alpha Ltd.

Exhibit 10.60

December 16, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ For the quarterly period ended September 30, 2024 ☐ TRANSITION RE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38508 Lot

December 16, 2024 EX-10.40

Lottery.com Inc. 2023 Employees’, Directors’ and Consultant’s Stock Issuance and Option Plan

Exhibit 10.40 LOTTERY.COM, INC. 2023 EMPLOYEES’, DIRECTORS’ AND CONSULTANTS’ STOCK ISSUANCE AND OPTION PLAN Upon adoption by the Board of Directors, this 2023 Employees’, Directors’ and Consultants’ Stock Issuance Option Plan (the “Plan”) authorizes Lottery.com, Inc. to issue either shares directly or options to purchase up to 500,000 shares of common stock, on terms to be determined, to its Emplo

November 29, 2024 8-K

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2024 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of Incorporation) (Commission

November 15, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-38508 CUSIP NUMBER: 54570M207 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐

November 14, 2024 SC 13G/A

DE:6V80 / LOTTERY COM INC / BALYASNY ASSET MANAGEMENT LLC - SC 13G/A Passive Investment

SC 13G/A 1 d851843dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Lottery.com Inc (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 54570M116 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo

November 14, 2024 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 d851843dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including additional amendments thereto) with respect to the shares of Common Stock, $0.001 par value per share, of Lottery.com I

November 14, 2024 SC 13G/A

LTRY / Lottery.com Inc. / Citadel Securities GP LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm2427250d1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1)* Lottery.com Inc. (Name of Issuer) Common stock, $0.001 par value per share (the “Shares”) (Title

November 1, 2024 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 2024 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of Incorporation) (Commission F

October 15, 2024 CORRESP

October 15, 2024

October 15, 2024 Securities and Exchange Commission Division of Corporation Finance 100 F Street N.

October 10, 2024 S-1/A

As filed with the Securities and Exchange Commission on October 10, 2024

As filed with the Securities and Exchange Commission on October 10, 2024 Registration No.

October 8, 2024 S-1/A

As filed with the Securities and Exchange Commission on October 8, 2024

As filed with the Securities and Exchange Commission on October 8, 2024 Registration No.

September 27, 2024 CORRESP

September 27, 2024

September 27, 2024 Securities and Exchange Commission Division of Corporation Finance 100 F Street N.

September 26, 2024 EX-FILING FEES

Filing Fee Table (incorporated by reference to Exhibit 107 of Amendment No. 1 to the Registration Statement on Form S-1 filed by Lottery.com with the SEC on September 24, 2024)

Exhibit 107 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Shares to be Registered(1) Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Amount of Registration Fee(4) Primary Offering: Common Stock, par value $0.

September 26, 2024 EX-10.26

Amended and Restated Loan Agreement and Deed, dated August 8, 2023, between Lottery.com and United Capital Investments London Limited as lender (incorporated by reference to Exhibit 10.26 Post Effective Amendment No. 1 to the Registration Statement on Form S-1 filed by Lottery.com with the SEC on January 13, 2025)

Exhibit 10.26 SCHEDULE 1 Amended and Restated Loan Agreement United Capital Investments London Limited as Lender and Lottery.com Inc as Borrower amended and Restated Loan Agreement originally dated 26 July and amended and restated on 8 August 2023 CONTENTS Clause Page 1. Definitions and interpretation 1 2. Loan 5 3. Purpose 9 4. Repayment 9 5. Borrower’s representations and warranties 10 6. Borrow

September 26, 2024 EX-10.27

Amendment to Amended and Restated Loan Agreement, dated as of August 18, 2023, by and between Lottery.com Inc. and United Capital Investments London Limited. (incorporated by reference to Exhibit 10.27of Amendment No. 1 to the Registration Statement on Form S-1 filed by Lottery.com with the SEC on September 26, 2024)

Exhibit 10.27 Dated August 18, 2023 Amendment Agreement in respect of a Loan Agreement (Deed) dated 26 July 2023 and amended and restated on 8 August 2023 between United Capital Investments London Limited as Lender and Lottery.com Inc as Borrower White & Case llp 5 Old Broad Street London EC2N 1DW Table of Contents Page 1. Definitions and Interpretation 1 2. Definitions and Interpretation 1 3. Ame

September 26, 2024 CORRESP

September 26, 2024

September 26, 2024 Securities and Exchange Commission Division of Corporation Finance 100 F Street N.

September 26, 2024 EX-10.30

Amendment and Restatement Agreement in respect of Loan Agreement (Deed) dated 7 December 2022, between Lottery.com and Woodford Eurasia Assets Ltd. $30,000,000 Promissory Note dated January 4, 2022, between Autolotto, Inc. and The Provident Bank (incorporated by reference to Exhibit 10.30 of Amendment No. 1 to the Registration Statement on Form S-1 filed by Lottery.com with the SEC on September 26, 2024)

Exhibit 10.30

September 26, 2024 S-1/A

As filed with the Securities and Exchange Commission on September 25, 2024

As filed with the Securities and Exchange Commission on September 25, 2024 Registration No.

September 25, 2024 CORRESP

September 25, 2024

CutLER LAW GROUP M. Richard Cutler, Esq Corporate Securities Law Admitted in Texas September 25, 2024 Securities and Exchange Commission 100 F. St., NE Washington, DC 20549-4561 Attn: Mitchell Austin Jan Woo Re: Lottery.com, Inc. Registration Statement on Form S-1 Filed September 24, 2024 File No. 333-281925 Gentlemen and Ladies: Please be advised that we represent Lottery.com, Inc. (the “Company”

September 24, 2024 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 FORM 10-K/A (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 FORM 10-K/A (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-385

September 20, 2024 RW

September 13, 2024

September 13, 2024 United States Securities and Exchange Commission Division of Corporate Finance 100 F St NE Washington, DC 20549 Re: Lottery.

September 19, 2024 LETTER

LETTER

September 19, 2024 Matthew McGahan Chief Executive Officer Lottery.com Inc. 5049 Edwards Ranch Rd., 4th Floor Fort Worth, Texas 76109 Re: Lottery.com Inc. Registration Statement on Form S-1 Filed September 4, 2024 File No. 333-281925 Dear Matthew McGahan: We have conducted a limited review of your registration statement and have the following comments. Please respond to this letter by amending you

September 13, 2024 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 11, 2024 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of Incorporation) (Commission

September 4, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Shares to be Registered(1) Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Amount of Registration Fee(4) Primary Offering: Common Stock, par value $0.

September 4, 2024 EX-10.30

Amendment and Restatement Agreement in respect of Loan Agreement (Deed) dated 7 December 2022, between Lottery.com and Woodford Eurasia Assets Ltd. lender (incorporated by reference to Exhibit 10.30 of the Registration Statement on Form S-1 filed by Lottery.com with the SEC on September 3, 2024).

Exhibit 10.30

September 4, 2024 EX-10.27

Amendment to Amended and Restated Loan Agreement, dated as of August 18, 2023, by and between Lottery.com Inc. and United Capital Investments London Limited lender (incorporated by reference to Exhibit 10.27 of the Registration Statement on Form S-1 filed by Lottery.com with the SEC on September 3, 2024).

Exhibit 10.27 Dated August 18, 2023 Amendment Agreement in respect of a Loan Agreement (Deed) dated 26 July 2023 and amended and restated on 8 August 2023 between United Capital Investments London Limited as Lender and Lottery.com Inc as Borrower White & Case llp 5 Old Broad Street London EC2N 1DW Table of Contents Page 1. Definitions and Interpretation 1 2. Definitions and Interpretation 1 3. Ame

September 4, 2024 EX-10.26

Amended and Restated Loan Agreement and Deed, dated August 8, 2023, between Lottery.com and United Capital Investments London Limited as lender (incorporated by reference to Exhibit 10.26 of the Registration Statement on Form S-1 filed by Lottery.com with the SEC on September 3, 2024).

Exhibit 10.26 SCHEDULE 1 Amended and Restated Loan Agreement United Capital Investments London Limited as Lender and Lottery.com Inc as Borrower amended and Restated Loan Agreement originally dated 26 July and amended and restated on 8 August 2023 CONTENTS Clause Page 1. Definitions and interpretation 1 2. Loan 5 3. Purpose 9 4. Repayment 9 5. Borrower’s representations and warranties 10 6. Borrow

September 4, 2024 S-1

As filed with the Securities and Exchange Commission on September 3, 2024

As filed with the Securities and Exchange Commission on September 3, 2024 Registration No.

September 3, 2024 EX-10.5

Entry into Stock Purchase Agreement for the Acquisition of Nook Holdings Limited

Exhibit 10.5 Definitive Agreement with Nook Holdings Limited. Dated 11 September 2023 Share purchase agreement amongst DANI ALYAMOUR DAVID COOK PAUL DAVID SEBRIGHT NISHANT JOHN FARIA OSAMA MUNIR RAGHEB ALKALOTI TRIPLE R HOLDINGS LLC WEST IRELAND INVESTMENT LIMITED DUPLAYS HOLDINGS LIMITED and LOTTERY.COM, INC. CONTENTS CLAUSE 1. Interpretation 3 2. Sale and purchase 5 3. Purchase Price 5 4. Closin

September 3, 2024 EX-10.40

Lottery.com Inc. 2023 Employees’, Directors’ and Consultant’s Stock Issuance and Option Plan

Exhibit 10.40 LOTTERY.COM, INC. 2023 EMPLOYEES’, DIRECTORS’ AND CONSULTANTS’ STOCK ISSUANCE AND OPTION PLAN Upon adoption by the Board of Directors, this 2023 Employees’, Directors’ and Consultants’ Stock Issuance Option Plan (the “Plan”) authorizes Lottery.com, Inc. to issue either shares directly or options to purchase up to 500,000 shares of common stock, on terms to be determined, to its Emplo

September 3, 2024 EX-10.51

Amendment 1 to Nook Holdings Share Purchase Agreement

Exhibit 10.51

September 3, 2024 EX-10.50

Nook Holdings Share Purchase Agreement

Exhibit 10.50

September 3, 2024 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ For the quarterly period ended June 30, 2024 ☐ TR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

August 29, 2024 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Num

August 29, 2024 EX-10.5

Entry into Stock Purchase Agreement for the Acquisition of Nook Holdings Limited

Exhibit 10.5 Definitive Agreement with Nook Holdings Limited. Lottery.com Inc. (the “Company” or the “Registrant”) entered into a Stock Purchase Agreement (the “Agreement”) effective September 28, 2023, with the shareholders of Nook Holdings Limited (“Nook”), a private limited company incorporated and registered in the Abu Dhabi Global Market, Abu Dhabi, United Arab Emirates (“UAE”). Nook with its

August 20, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2024 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of Incorporation) (Commission Fi

August 20, 2024 EX-10.3

Press Release Dated August 20, 2024

Exhibit 10.3 FOR OFFICIAL RELEASE 20808 State Highway 71 W Unit B Spicewood, TX 78669 -6824 LOTTERY.COM FINALIZES AGREEMENT TERMS FOR S&MI LTD ACQUISITION LONDON, August 20, 2024 — Lottery.com Inc. (Nasdaq: LTRY, LTRYW) (“Lottery.com” or the “Company”), a leading online lottery services provider, is pleased announce it has finalized terms for the acquisition of S&MI Ltd. (“S&MI”), the innovative t

August 20, 2024 EX-10.2

Press Release Dated August 14, 2024

Exhibit 10.2 FOR OFFICIAL RELEASE 20808 State Highway 71 W Unit B Spicewood, TX 78669-6824 LOTTERY.COM FINALIZES ACQUISITION OF S&MI LTD LONDON, August 14, 2024 — Lottery.com Inc. (Nasdaq: LTRY, LTRYW) (“Lottery.com” or the “Company”), a leading online lottery services provider announces the finalization of the acquisition of S&MI Ltd., the technology company behind the SportLocker brand and app,

August 20, 2024 EX-10.1

Share Purchase and Sale Agreement

Exhibit 10.1

August 19, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38508 Lottery.

August 15, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-38508 CUSIP NUMBER: 54570M207 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Trans

June 21, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2024 LOTTERY.

June 6, 2024 EX-10.40

Lottery.com Inc. 2023 Employees’, Directors’ and Consultant’s Stock Issuance and Option Plan

Exhibit 10.40 LOTTERY.COM, INC. 2023 EMPLOYEES’, DIRECTORS’ AND CONSULTANTS’ STOCK ISSUANCE AND OPTION PLAN Upon adoption by the Board of Directors, this 2023 Employees’, Directors’ and Consultants’ Stock Issuance Option Plan (the “Plan”) authorizes Lottery.com, Inc. to issue either shares directly or options to purchase up to 500,000 shares of common stock, on terms to be determined, to its Emplo

June 6, 2024 EX-10.51

Amendment 1 to Nook Holdings Share Purchase Agreement

Exhibit 10.51

June 6, 2024 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:

June 6, 2024 EX-10.50

Nook Holdings Share Purchase Agreement

Exhibit 10.50

June 6, 2024 EX-10.5

Entry into Stock Purchase Agreement for the Acquisition of Nook Holdings Limited

Exhibit 10.5 Definitive Agreement with Nook Holdings Limited. Dated 11 September 2023 Share purchase agreement amongst DANI ALYAMOUR DAVID COOK PAUL DAVID SEBRIGHT NISHANT JOHN FARIA OSAMA MUNIR RAGHEB ALKALOTI TRIPLE R HOLDINGS LLC WEST IRELAND INVESTMENT LIMITED DUPLAYS HOLDINGS LIMITED and LOTTERY.COM, INC. CONTENTS CLAUSE 1. Interpretation 3 2. Sale and purchase 5 3. Purchase Price 5 4. Closin

June 4, 2024 EX-10.50

Nook Holdings Share Purchase Agreement

Exhibit 10.50

June 4, 2024 EX-10.28

Business Loan Agreement dated January 4, 2022, between AutoLotto, Inc. and The Provident Bank (incorporated by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q filed by Lottery.com with the SEC on May 22, 2023).

Exhibit 10.28 Dated 12 June 2023 Amendment and Restatement Agreement in respect of a Loan Agreement (Deed) dated 7 December 2022 between Woodford Eurasia Assets Ltd as Lender and Lottery.com Inc as Borrower White & Case LLP 5 Old Broad Street London EC2N IDW Table of Contents Page 1. Definitions and Interpretation I 2. Amendment and Restatement of the Loan Agreement 2 3. Confirmations 2 4. Revocat

June 4, 2024 EX-10.30

Amendment and Restatement Agreement in respect of Loan Agreement (Deed) dated 7 December 2022, between Lottery.com and Woodford Eurasia Assets Ltd.

Exhibit 10.30

June 4, 2024 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-3

June 4, 2024 EX-10.27

Amendment to Amended and Restated Loan Agreement, dated as of August 18, 2023, by and between Lottery.com Inc. and United Capital Investments London Limited.

Exhibit 10.27 Dated August 18, 2023 Amendment Agreement in respect of a Loan Agreement (Deed) dated 26 July 2023 and amended and restated on 8 August 2023 between United Capital Investments London Limited as Lender and Lottery.com Inc as Borrower White & Case llp 5 Old Broad Street London EC2N 1DW Table of Contents Page 1. Definitions and Interpretation 1 2. Definitions and Interpretation 1 3. Ame

June 4, 2024 EX-10.26

Amended and Restated Loan Agreement and Deed, dated August 8, 2023, between Lottery.com and United Capital Investments London Limited as lender

Exhibit 10.26 SCHEDULE 1 Amended and Restated Loan Agreement United Capital Investments London Limited as Lender and Lottery.com Inc as Borrower amended and Restated Loan Agreement originally dated 26 July and amended and restated on 8 August 2023 CONTENTS Clause Page 1. Definitions and interpretation 1 2. Loan 5 3. Purpose 9 4. Repayment 9 5. Borrower’s representations and warranties 10 6. Borrow

June 4, 2024 EX-21.1

List of Subsidiaries of Lottery.com Inc. (incorporated by reference to Exhibit 21.1 of the Current Report on Form 8-K filed by Lottery.com with the SEC on November 4, 2021).

Exhibit 21.1 List of Subsidiaries Name of Subsidiary Jurisdiction of Incorporation or Organization AutoLotto, Inc. Delaware Global Gaming Enterprises, Inc. Delaware Electrónicos y de Comunicación, SAPI de C.V. Mexico Juega Lotto, S.A. DE C.V Mexico Tinbu, LLC Florida LDC Wintogether, Inc. Texas Sports.com, Inc. Texas LDC IP Holdings, Inc. Delaware

June 4, 2024 EX-10.40

Lottery.com Inc. 2023 Employees’, Directors’ and Consultant’s Stock Issuance and Option Plan

Exhibit 10.40 LOTTERY.COM, INC. 2023 EMPLOYEES’, DIRECTORS’ AND CONSULTANTS’ STOCK ISSUANCE AND OPTION PLAN Upon adoption by the Board of Directors, this 2023 Employees’, Directors’ and Consultants’ Stock Issuance Option Plan (the “Plan”) authorizes Lottery.com, Inc. to issue either shares directly or options to purchase up to 500,000 shares of common stock, on terms to be determined, to its Emplo

June 4, 2024 EX-10.51

Amendment 1 to Nook Holdings Share Purchase Agreement

Exhibit 10.51

May 20, 2024 EX-10.51

Amendment 1 to Nook Holdings Share Purchase Agreement

Exhibit 10.51

May 20, 2024 EX-10.40

Lottery.com Inc. 2023 Employees’, Directors’ and Consultant’s Stock Issuance and Option Plan

Exhibit 10.40 LOTTERY.COM, INC. 2023 EMPLOYEES’, DIRECTORS’ AND CONSULTANTS’ STOCK ISSUANCE AND OPTION PLAN Upon adoption by the Board of Directors, this 2023 Employees’, Directors’ and Consultants’ Stock Issuance Option Plan (the “Plan”) authorizes Lottery.com, Inc. to issue either shares directly or options to purchase up to 500,000 shares of common stock, on terms to be determined, to its Emplo

May 20, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38508 Lottery.c

May 20, 2024 EX-10.50

Nook Holdings Share Purchase Agreement

Exhibit 10.50

May 15, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-38508 CUSIP NUMBER: 54570M207 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tran

May 13, 2024 EX-99.1

LOTTERY.COM ANNOUNCES APPOINTMENT OF NEW STRATEGIC FINANCIAL ADVISER TO ACCELERATE AND EXPAND GLOBAL REACH AND ACQUISITION STRATEGY

Exhibit 99.1 FOR OFFICIAL RELEASE 20808 State Highway 71 W Unit B Spicewood, TX 78669 -6824 LOTTERY.COM ANNOUNCES APPOINTMENT OF NEW STRATEGIC FINANCIAL ADVISER TO ACCELERATE AND EXPAND GLOBAL REACH AND ACQUISITION STRATEGY NYC, May 13, 2024 — Lottery.com Inc. (Nasdaq: LTRY, LTRYW), a leading technology company transforming how, where, and when lottery and sports media content is delivered, today

May 13, 2024 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2024 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of Incorporation) (Commission File N

May 1, 2024 EX-99.1

LOTTERY.COM, INC. NOMINATES WARREN MACAL TO ITS BOARD OF DIRECTORS

Exhibit 99.1 FOR OFFICIAL RELEASE 20808 State Highway 71 W Unit B Spicewood, TX 78669 -6824 LOTTERY.COM, INC. NOMINATES WARREN MACAL TO ITS BOARD OF DIRECTORS AUSTIN, Texas – April, 22, 2024 – Lottery.com Inc. (Nasdaq: LTRY, LTRYW) (“Lottery.com” or the “Company”), a leading technology company in the lottery and gaming sector, is pleased to announce the nomination of Warren Macal to its Board of D

May 1, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2024 Lottery.com Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2024 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of Incorporation) (Commission Fil

April 10, 2024 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 9, 2024 Lottery.com Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38508 No. 81-1996183 (State or Other Jurisdiction of Incorporation) (Commission File

April 3, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38508 LOTTERY.COM INC

April 3, 2024 EX-10.28

Business Loan Agreement dated January 4, 2022, between AutoLotto, Inc. and The Provident Bank (incorporated by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q filed by Lottery.com with the SEC on May 22, 2023).

Exhibit 10.28 Dated 12 June 2023 Amendment and Restatement Agreement in respect of a Loan Agreement (Deed) dated 7 December 2022 between Woodford Eurasia Assets Ltd as Lender and Lottery.com Inc as Borrower White & Case LLP 5 Old Broad Street London EC2N IDW Table of Contents Page 1. Definitions and Interpretation I 2. Amendment and Restatement of the Loan Agreement 2 3. Confirmations 2 4. Revocat

April 3, 2024 EX-10.26

Amended and Restated Loan Agreement and Deed, dated August 8, 2023, between Lottery.com and United Capital Investments London Limited as lender

Exhibit 10.26 SCHEDULE 1 Amended and Restated Loan Agreement United Capital Investments London Limited as Lender and Lottery.com Inc as Borrower amended and Restated Loan Agreement originally dated 26 July and amended and restated on 8 August 2023 CONTENTS Clause Page 1. Definitions and interpretation 1 2. Loan 5 3. Purpose 9 4. Repayment 9 5. Borrower’s representations and warranties 10 6. Borrow

April 3, 2024 EX-10.30

Amendment and Restatement Agreement in respect of Loan Agreement (Deed) dated 7 December 2022, between Lottery.com and Woodford Eurasia Assets Ltd.

Exhibit 10.30

April 3, 2024 EX-21.1

List of Subsidiaries of Lottery.com Inc. (incorporated by reference to Exhibit 21.1 of the Current Report on Form 8-K filed by Lottery.com with the SEC on November 4, 2021).

Exhibit 21.1 List of Subsidiaries Name of Subsidiary Jurisdiction of Incorporation or Organization AutoLotto, Inc. Delaware Global Gaming Enterprises, Inc. Delaware Electrónicos y de Comunicación, SAPI de C.V. Mexico Juega Lotto, S.A. DE C.V Mexico Tinbu, LLC Florida LDC Wintogether, Inc. Texas Sports.com, Inc. Texas LDC IP Holdings, Inc. Delaware

April 3, 2024 EX-10.27

Amendment to Amended and Restated Loan Agreement, dated as of August 18, 2023, by and between Lottery.com Inc. and United Capital Investments London Limited.

Exhibit 10.27 Dated August 18, 2023 Amendment Agreement in respect of a Loan Agreement (Deed) dated 26 July 2023 and amended and restated on 8 August 2023 between United Capital Investments London Limited as Lender and Lottery.com Inc as Borrower White & Case llp 5 Old Broad Street London EC2N 1DW Table of Contents Page 1. Definitions and Interpretation 1 2. Definitions and Interpretation 1 3. Ame

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