Trident Acquisitions Corp. Files 10K/A
Trident Acquisitions Corp. filed a Form 10-K/A on June 25, 2021, to address a Form 10-Q deficiency, following notices from Nasdaq regarding potential delisting. This filing progresses their efforts to comply with SEC regulations concerning warrant accounting. The company is expected to file their 10-Q shortly. Despite the challenges, Trident remains optimistic about securing additional time to finalize its business combination with Lottery.com, aiming to transition out of SPAC status and resolve compliance issues.
- Filing of Form 10-K/A indicates progress in addressing SEC compliance issues.
- Company expects to file Form 10-Q soon, which could alleviate delisting threats.
- Confidence expressed in completing business combination with Lottery.com, potentially enhancing future business prospects.
- Failure to file timely reports poses a risk of delisting from Nasdaq.
- Current SEC scrutiny on warrant accounting may lead to financial reporting challenges.
NEW YORK, June 25, 2021 (GLOBE NEWSWIRE) -- Trident Acquisitions Corp. (the “Company”) filed a Form 10-K/A for the period ended March 31, 2021 on June 25, 2021 after receiving a second notice from Nasdaq (the “Second Nasdaq Notice”) on June 21, 2021. The Second Nasdaq Notice stated that, since the Company had not yet filed its Form 10-Q for the period ended March 31, 2021 (the “Form 10-Q Deficiency”), such deficiency serves as an additional basis for delisting the Company’s securities. The Second Nasdaq Notice provided formal notification to the Company that the Panel will consider the Form 10-Q Deficiency at the hearing to be held in connection with the notice the Company received from Nasdaq on June 3, 2021, stating that the Company was not in compliance with Listing Rule IM-5101-2 (the “First Nasdaq Notice”). Today’s filing of the Form 10-K/A allows the Company to imminently file the Form 10-Q, seeking to clear the delinquency.
The Company’s filing of the Form 10-K/A marks the Company’s progress in finalizing its accounting analysis for the Warrants. The Company expects to file its 10-Q as soon as possible. As a reminder, on April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a public statement (the “SEC Warrant Accounting Statement”) on accounting and reporting considerations for warrants issued by special purpose acquisition companies (“SPACs”). The SEC Warrant Accounting Statement discussed “certain features of warrants issued in SPAC transactions” that “may be common across many entities.” The SEC Warrant Accounting Statement indicated that when one or more of such features is included in a warrant, the warrant “should be classified as a liability measured at fair value, with changes in fair value each period reported in earnings.” As a SPAC, the Company has taken all necessary steps to align with the SEC Warrant Accounting Statement.
The Company’s securities will continue to trade on Nasdaq throughout the hearing process and any additional extension period that may be granted by the Panel.
Although there can be no assurance that the hearing before the Panel will be successful, the Company is confident that it will be granted additional time in order to complete its previously announced business combination with Autolotto, Inc., doing business as Lottery.com, which would result in the Company ceasing to be a SPAC and therefore mooting out the deficiency set forth in the First Nasdaq Notice.
About Trident Acquisitions Corp.
Trident is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. Trident's securities are quoted on the Nasdaq stock exchange under the ticker symbols TDACU, TDAC and TDACW. For more information, visit tridentacquisitions.com.
About Lottery.com
Lottery.com is a leading technology company that is transforming how, where and when lottery is played. Our engaging mobile and online platforms enable players and commercial partners located in the U.S. and internationally to remotely purchase legally sanctioned lottery games. Fans and subscribers look to us for compelling, real-time results on more than 800 lottery games from more than 40 countries. Additionally, through WinTogether.org, we are fundamentally changing how non-profit donors are incentivized to action by gamifying charitable giving. In all that we do, our mission remains the same: an uncompromising passion to innovate, grow a new demographic of enthusiasts, deliver responsible and trusted solutions, and promote community and philanthropic initiatives.
Important Notice Regarding Forward-Looking Statements
This press release contains statements that constitute "forward-looking statements”. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of Trident, including those set forth in the Risk Factors section of Trident's annual report on Form 10-K for the year ended December 31, 2020, filed with the SEC. Copies are available on the SEC's website, www.sec.gov. Trident undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Important Information and Where to Find it
In connection with the proposed business combination, Trident will file with the SEC a registration statement on Form S-4 (the “Registration Statement”) that will include a preliminary proxy statement (the “Proxy Statement”) for the solicitation of proxies from Trident’s stockholders. Additionally, Trident will file other relevant materials with the SEC in connection with the proposed business combination. Copies may be obtained free of charge at the SEC’s web site at www.sec.gov. A definitive proxy statement will be mailed to Trident stockholders as of a record date to be established for voting on the proposed business combination. Investors and security holders of Trident are urged to read the Registration Statement and Proxy Statement and the other relevant materials when they become available before making any voting decision with respect to the proposed business combination because they will contain important information about the business combination and the parties to the business combination. The information contained on, or that may be accessed through, the websites referenced in this press release is not incorporated by reference into, and is not a part of, this press release.
Participants in the Solicitation
Trident and its directors and officers may be deemed participants in the solicitation of proxies of Trident’s stockholders in connection with the proposed business combination. Lottery.com and its officers and directors may also be deemed participants in such solicitation. Security holders may obtain more detailed information regarding the names, affiliations and interests of certain of Trident’s executive officers and directors in the solicitation by reading Trident’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, and the Registration Statement and other relevant materials filed with the SEC in connection with the business combination when they become available. Information concerning the interests of Trident’s participants in the solicitation, which may, in some cases, be different than those of their stockholders generally, will be set forth in the proxy statement relating to the business combination when it becomes available.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Investor Relations Contact:
Gateway Investor Relations
Cody Slach
(949) 574-3860
TDAC@gatewayir.com
Trident Contact:
Vadim Komissarov
CEO
(646) 229-7549
vkomissarov@tridentacquisitions.com
Lottery.com Contact:
Matthew Schlarb
VP, Investor Relations
(512) 585-7789
ir@lottery.com
FAQ
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