NASDAQ: LTRYW

1

Since the 2022 Operational Cessation,
the Company has had minimal day-to-day operations in the United States and has primarily focused on restarting certain of its core businesses
(as described in more detail under “Plans for Recommencement of Company Operations” below), and on completing and
filing its quarterly and annual reports with the SEC.

S&MI Ltd. (“SportLocker.com”)

As reported on form 8-K filed with the
SEC on August 20, 2024, on August 14, 2024, the Company finalized an agreement for the acquisition
of S&MI, Ltd. with its shareholders (the ““Share Purchase and Sale Agreement”), wherein the Purchase
Price is the total equivalent One Million Dollars USD ($1,000,000.00) in restricted stock units
of common shares in the Company. (the “Payment-In-Kind”) fixed at Three Dollars USD ($3.00) per share (the “Fixed Price”).
Purchase Price is to be paid out over five payments on the following schedule: The
first payment of $150,000 in restricted common stock (50,000
shares) of the Company is due and payable on September 1, 2024 (the “Completion Date” and the “First Issuance Date”.).
The remaining payments in restricted common stock to the shareholders of S&MI Ltd. by the Company will be made as follows: (i) a second
payment of $212,500 (70,833 shares) due on or before the 31st day following ninety days after the Completion Date (the Second
Issuance Date”); (ii) a third payment, of $212,500 (70,833 shares) due on or before the 31st day following ninety days
after the Second Issuance Date (the Third Issuance Date”); (iii) a fourth payment of $212,500 (70,833 shares) due on or before
the 31st day following ninety days after the Third Issuance Date (the “Fourth Issuance Date”);; and (vi) a final
and fifth payment of $212,500 (70,834 shares) due on or before the 31st day following ninety days after the Fourth Issuance
Date.

In the event that the closing price of the restricted stock units of
common shares of the Company to be issued to the shareholders of S&MI, Ltd. is lower than the Fixed Purchase Price on the six
(6) month anniversary of any issuance date of said shares (collectively the “Anniversary Issuance Price”), then the
Fixed Purchase Price shall be adjusted downward to the volume-weighted average price (“VWAP”) of the common stock for
the five (5) consecutive trading days immediately preceding the six (6) month anniversary date of said issuance date. Accordingly,
the Company shall be obligated to tender to the shareholders of S&MI, Ltd. Additional restricted stock units of common shares of
the Company to make up the difference between the Fixed Purchase Price and the Anniversary Issuance Price.

Sports.com

On March
7, 2024, Sports.com, a wholly owned subsidiary of the Company, announced by press release that it has launched the “Sports.com App”.
The App (which is available for download for free from all major app stores) connects sports content with audiences worldwide. By uniting
a diverse community of sports enthusiasts across various genres, demographics, and countries, Sports.com plans to eliminate multiple cultural
barriers and foster a global sports community.

On March
28, 2024, Sports.com announced by press release that it has obtained the rights to live stream the March 31, 2024 heavyweight title fight
between Frazier Clarke and Fabio Wardley. The live stream was available to view for free for millions of sports fans in Africa, via the
Sports.com website.

The live
streaming event is the result of a partnership between Sports.com, BOXXER, the fast-growing UK boxing promotional company, and Sky Sports
in the UK and Ireland. Sports.com had entered into an agreement with BOXXER to provide live coverage through the Sports.com platform in
Africa, via local telecom partners such as Vodacom, which will provide free access to millions of viewers.

This
partnership underscores Sports.com’s commitment to bringing inclusivity, innovation, and entertainment to sports. To view the live
streaming event on Sports.com, African-based sports fans were able to sign up via local mobile operators to watch the fight on the Sports.com
platform. Sports.com’s strategic intent is to provide more such content to sports fans in underserved markets including those in
the Middle East and Africa.

On August 14, 2024, Sports.com successfully completed its integration with Bango’s Digital Vending Machine®,
allowing for seamless distribution of its sports content platform to millions of potential new users globally. The partnership targets
the launch of Sports.com in 40 markets, focusing primarily on North America and Europe, with additional expansions into 5-6 markets across
Latin America and the Asia Pacific region. The priority markets identified include the US, UK, Ireland, Chile, and Mexico, where
the Company expects to see substantial engagement from sports fans.

Resignation of a Member
of the Board of Directors

On
June 17, 2024, Mark Bernard (“Barney”) Battles, a member of the board of directors of the Company notified it of his
intent to resign from the Board, effective close of business on June 30, 2024, and not stand for re-election to the Board at the
annual meeting of stockholders to be held this year (the “2024 Annual Meeting”). Mr. Battles indicated that his decision
to resign and not stand for re-election at the 2024 Annual Meeting was due to his decision to take early retirement and was not the
result of any disagreement with the Company on any matter, or relating to its operations, policies, or practices. Mr. Battles’
resignation from the Board became effective at the close of business on June 30, 2024. Mr. Battles was originally appointed to
the Board following the successful completion of background checks on November 4, 2022, as reported in an 8-K filed with the
Securities and Exchange Commission on November 10, 2022.

2

Appointment of New Member
of the Board of Directors

On April
29, 2024, the Board of Directors of the Company approved the addition of Mr. Warren Macal as a member of the Company’s Board of
Directors. Macal’s nomination follows the December 2023 $18 million investment commitment from Prosperity Investment Management
subject to due diligence.

Change of Registered Public
Accounting Firm

As reported on form 8-K on December
16, 2024, as a result of the resignation of Yusufali & Associates, LLC as its independent registered public accounting firm on November
15, 2024, on December 10, 2024, the Audit Committee of the Board of Directors of the Company approved the engagement of Boladale Lawal
& Company (“Boladale”) as the Company’s new independent registered public accounting firm, effective immediately,
for the review of the Company’s Form 10-Q for the period ended September 30, 2024 and the year-end audit of the Company’s
results for the period ended December 31, 2024. The Company’s shareholders ratified the appointment of Boladale at its 2024 Annual Meeting of Stockholder’s
held on February 20, 2025.

During the fiscal years ended
December 31, 2022 and December 31, 2023, and through September 30, 2024, neither the Company, nor anyone on its behalf, consulted with
Boladale regarding: (i) either the application of accounting principles to a specific transaction, either completed or proposed, or the
type of audit opinion that might be rendered on the Company’s financial statements, or (ii) any matter that was the subject of a
“disagreement” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable
event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

S-1 Registration of Common
Stock

On October 16, 2024, the
SEC declared effective the Company’s S-1, as amended and as filed on October 10, 2024 (the “S-1/A”). Under the terms and conditions of the
S-1/A, the Company may from time to time offer and sell up to 50,000,000 shares of common stock, par value $0.001 per share
(“common stock”). This prospectus also relates to the offer and resale from time to time by the selling shareholders
named herein (the “Selling Shareholders”), or their permitted transferees of shares of common stock, consisting of (i)
396,789 shares of common stock issuable upon conversion of certain outstanding convertible notes which were issued pursuant to
private placements conducted in 2023 and 2024, (ii) 463,937 shares of common stock issuable upon exercise of the Private Placement
Warrants; and (b) 5,410,128 held by certain officers, directors, employees and consultants of the Company. The Offering will
commence promptly on the date upon which this prospectus is declared effective by the SEC and will continue for 18 months. At the
discretion of our board of directors, we may discontinue the offering before expiration of the 18-month period.

The offering
of the 50,000,000 shares is a “best efforts” offering, which means that the Company’s officers and directors will use
their best efforts to sell the common stock and there is no commitment by any person to purchase any shares. There is no minimum purchase
requirement. The shares will be offered at a fixed price of $3.00 per share for the duration of the offering. Proceeds from the sale of
the shares will be used to implement the Company’s plan of operation. Any funds that we raise from this offering will be immediately
available for the Company’s use and will not be returned to investors.

The Company
will receive proceeds from the issuance and sale of its primary offering of common stock. The Company will not receive any proceeds from
the sale of shares of common stock or warrants by the Selling Shareholders pursuant to this prospectus, except with respect to amounts
received upon exercise of the warrants to the extent such warrants may be exercised.

On January
16, 2025, the Company filed a post-effective amendment to the S-1, wherein the only change was a change in the fixed price per share to
$1.00 (the “POS AM No. 1”). On February 10, 2025, the Company withdrew its POS AM No. 1, noting that the withdrawal of POS AM No. 1 did not withdraw
the original Form S-1 registration with an offering price of $3.00/share, which was made effective by the SEC on October 16, 2024.

Generating Alpha Ltd.

As reported on
form 8-K on November 29, 2024, on November 21, 2024, a fully executed Stock Purchase Agreement (the “Agreement”) was
entered into by and between the Company and Generating Alpha Ltd., a St. Kitts and Nevis company, (the “Investor”). The Investor has agreed to purchase from the Company up to One Hundred Million Dollars ($100,000,000) (the
“Commitment Amount”) of the Company’s fully registered, freely tradable common stock (the “Common
Stock”) under certain terms and conditions. Pursuant to the terms of the Agreement the Company can request a “Put”
on the purchase of its stock and the Investor has agreed to purchase the Company’s shares at ninety (90%) percent of the
“Market Price.” Market Price shall be defined as the average VWAP of the common stock twenty trading days immediately
preceding the Put (“Maximum Put Amount”). The dollar amount of Common Stock sold to the Investor in each Put may not be
less than $20,000.00 and the maximum amount will equal 100% of the Average Daily Trading Volume. The Maximum Put Amount may be
increased upon mutual written consent of the Company and the Investor. Puts are further limited to Investor owning no more than
4.99% of the Common Stock at any given time.

3

In accordance with the Agreement, the Company issued
to the Investor a Commitment Fee in shares of the Company’s common stock equivalent to 1.5% of half of the Commitment Amount. After
drawing down half of the Commitment Amount, the Company shall issue an additional 1.5% of half the Commitment Amount in shares of the
Company’s common stock, not to exceed 4.99% of the Company’s issued and outstanding. Any amount that would exceed 4.99% of
the Company’s issued and outstanding shall be issued in the form of a prefunded Common Stock Purchase Warrant.

Soccerex LLC

As reported
on form 8-K on February 12, 2025, on February 6, 2025, the Company doing business as Sports.com, entered into a two-year sponsorship agreement
(the “Agreement”) with Soccerex LLC (“Soccerex”). The Agreement designates Sports.com as the title sponsor for
Soccerex’s Expositions in 2025 and 2026. The 2025 Expos are scheduled to be held in Miami, Amsterdam, and Cairo. Locations for the
2026 Expos have not been announced. The Agreement also provides the Company with marketing, advertising and consultancy benefits throughout
the term.

The terms
of the Agreement require the Company to pay Soccerex $300,000. In consideration, Soccerex will receive 150,000 restricted shares of Lottery.com
Inc. Common Stock (Nasdaq: LTRY) at a value of $2.00 per share. In the event the shares are valued at less than $300,000 at market closing
on February 6, 2026, the Company will have the option to pay the difference in cash or issue additional shares to Soccerex.

2024 Annual Meeting of Shareholders

As filed on form
8-K on February 24, 2025, on February 20, 2025, the Company held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”).
At the Annual Meeting, holders of common stock of the Company as of the record date of December 31, 2024 (the “Record Date”)
were entitled to receive notice and vote at the meeting, which was held at https://www.cstproxy.com/lottery/2025 at 10:00 a.m. Central
Time. The Inspector of Election certified that as of the Record Date, there were 12,080,919 shares of Common Stock entitled to vote.
The total number of shares voted in person or by proxy were 5,864,197 – 48.54%. Approved by majority vote of the shareholders were:
(1) the re-election of Paul Jordan, a Class II director, as a director of the Company; (2) the appointment of Boladale Lawal & Company
as the Company’s new independent registered public accounting firm; (3) a reverse stock split at a ratio in the range of one-for-2
to one-for-30 of the Company’s Common Stock, with the exact ratio to be determined in the discretion of our board of directors
and with such reverse stock split to be effected at such time and date, if at all, as determined by our board of directors in its sole
discretion (the “Reverse Stock Split Proposal”) – Board of Directors of the Company subsequently voted not to proceed
with the Reverse Stock Split Proposal; and (4) an adjournment of the Annual Meeting, if necessary or appropriate, to solicit additional
proxies if there are not sufficient votes at the time of the Annual Meeting to approve the Reverse Stock Split Proposal.

S-1
Registration Filing

On
April 11, 2025, the Company filed a Form S-1 registration statement to registering a number of shares in connection with a Stock Purchase
Agreement executed by the company on November 21, 2024, (the “Agreement”) with Generating Alpha Ltd., a St. Kitts and Nevis
company, (the “Investor”). The Investor has agreed to purchase from the Company up to One Hundred Million Dollars ($100,000,000)
(the “Commitment Amount”) of the Company’s fully registered, freely tradable common stock (the “Common Stock”)
under certain terms and conditions. Pursuant to the terms of the Agreement the Company can request a “Put” on the purchase
of its stock and the Investor has agreed to purchase the Company’s shares at ninety (90%) percent of the “Market Price.”
Market Price shall be defined as the average VWAP of the common stock twenty trading days immediately preceding the Put (“Maximum
Put Amount”). The dollar amount of Common Stock sold to the Investor in each Put may not be less than $20,000.00 and the maximum
amount will equal 100% of the Average Daily Trading Volume. The Maximum Put Amount may be increased upon mutual written consent of the
Company and the Investor. Puts are further limited to Investor owning no more than 4.99% of the Common Stock at any given time.

The
prospectus also relates to the offer and resale from time to time by the selling shareholders named herein (the “Selling Shareholders”),
or their permitted transferees of shares of common stock, consisting of (i) 2,810,897 shares of common stock (ii) 458,370 shares of common
stock issuable upon exercise of outstanding warrants (iii) shares of common stock related to conversion of 1,906,693 prefunded common
stock warrants (together the “Commitment Fee Warrant Shares”) and (iv) 512,662 issued to the Investor as a commitment fee
(the “Commitment Fee Shares) upon the execution of a stock purchase agreement dated November 13, 2024 (the “Stock Purchase
Agreement”).

The
Company is registering the resale of up to 25,688,622 shares of common stock, comprised of (i) 20,000,000 Stock Purchase Agreement Shares
(as defined in the Form S-1)), (ii) 2,810,897 shares of common stock, (iii) 458,370 shares of common stock issuable upon exercise of
outstanding warrants and (iii) 1,906,693 prefunded warrants (together the “Commitment Fee Warrant Shares”) and (iv) 512,662
shares of common stock issued to the Investor as a commitment fee (the “Commitment Fee Shares”) upon the execution of a stock
purchase agreement dated November 13, 2024 (the “Stock Purchase Agreement”).

On April 15, 2025, the Company filed Amendment No. 1 to Form S-1 for the
purpose of including a Delayed Effective Date disclosure and to update and file certain Exhibits.

The
Form S-1 filed by the Company on April 11, 2025 has yet to be deemed effective by the SEC.

4

Nasdaq
Listing

The Company
currently trades on the Nasdaq Stock Exchange under the symbol, LTRY, and its warrants trade on the Nasdaq Stock Exchange under the
symbol, LTRYW. Although the Company is currently in compliance with Nasdaq listing standards, the Company has repeatedly gone
into periods of non-compliance, most frequently as a result of late quarterly or annual filings which are subsequently filed. There
can be no assurance by the Company that such periodic episodes of non-compliance will not recur, nor that the Company will be able
to sustain meeting its Nasdaq listing requirements in order to maintain its Nasdaq listings on a long-term basis.

2022 Loan Agreement with Woodford Eurasia Assets,
Ltd.

On December 7, 2022, the Company
entered into a loan agreement with Woodford Eurasia Assets, Ltd. (“Woodford”), (the “Woodford Loan Agreement”),
pursuant to which Woodford agreed to provide the Company with up to $52.5 million, subject to certain conditions and requirements. Pursuant
to such Woodford Loan Agreement the Company received $798,351 by December 31, 2024. Woodford failed to meet its obligations under the
Woodford Loan Agreement and the Company removed itself from any further obligation under Agreement or association with Woodford. Woodford
subsequently filed a complaint in the High Court of Justice in London chancery Division. October 16, 2023, The High Court of Justice in
London Chancery Division (“the Court”) dismissed an application for injunctive relief initiated by Woodford against the Company.
(Case: FL-2023-000023. Woodford Eurasia Assets Limited v Lottery.com Inc.) The Court characterized Woodford’s application as “fundamentally
misconceived” and ordered Woodford to pay the Company’s legal costs. Woodford subsequently, on the Judges’ recommendation,
withdrew the proceedings.

Woodford
filed an additional action in the United States District Court for the District of Delaware on November 16, 2023 in Case No. 23-1317-GBW
seeking a temporary restraining order, preliminary injunction and expedited discovery against Lottery.com and its directors. The Court
entered an order the next day denying the relief sought by Woodford. On February 14, 2024, Woodford filed a Notice of Voluntary Dismissal
Without Prejudice, which stated that Woodford provides notice of dismissal of all claims without prejudice against Defendants Lotttery.com
and its directors.

With
the dismissal of this lawsuit by Woodford, no further action is required by Lottery.com or its directors at this time. The Company is
determining its next course of action in resolving any further matters regarding Woodford.

Amounts advanced under the Woodford
Loan Agreement are convertible, at Woodford’s option, into shares of the Company’s common stock, par value $0.001 per share
(the “common stock”), beginning 60 days after the first loan date at the rate of 80% of the lowest publicly available price
per share of common stock within 10 business days of the date of the Loan Agreement (which was equal to $5.60 per share after the 1:20
reverse split which occurred on August 9, 2023), subject to a 4.99% beneficial ownership limitation which can be waived on 60 day’s notice
and a separate limitation preventing Woodford from holding more than 19.99% of the issued and outstanding common stock of the Company,
without the Company obtaining shareholder approval for such issuance above this amount.

Proceeds of the loans could only
be used by the Company to restart its operations and for general corporate purposes as agreed to by Woodford.

The Woodford Loan Agreement includes
confidentiality obligations, representations, warranties, covenants, and events of default, all of which are customary for a transaction
of this size and nature.

The Company also agreed to grant
Woodford common stock purchase warrants (the “Woodford Warrants”) in an amount equal to 15% of the Company’s 50,925,271
then issued and outstanding shares of common stock (the quantity of stock then issued and outstanding prior to the 1:20 reverse stock
split of August 9, 2023). Each Woodford Warrant has an exercise price equal to the average of the closing price of the Company’s
common stock for each of the ten days prior to the first amount being debited from the bank account of Woodford, which equates to an exercise
price of $5.60 per share after the 1:20 reverse split that occurred on August 9, 2023. In the event the Company fails to repay the amounts
borrowed when due or Woodford fails to convert the amount owed into shares, the exercise price of the warrants may be offset by amounts
owed to Woodford, and in such case, the exercise price of the warrants will be subject to a further 25% discount (i.e., will equal $4.20
per share).

In connection with our entry
into the Woodford Loan Agreement, the Company also entered into a Loan Agreement Deed, Debenture Deed and Securitization, with Woodford
(the “Security Agreement”), which provides Woodford with a first floating charge security interest over all present and future
assets of the Company in order to secure the repayment of amounts owed under the Woodford Loan Agreement.

On June 12, 2023, the Company
entered into an amendment of the Woodford Loan Agreement with Woodford (the “Woodford Loan Agreement Amendment”), which provides
that Woodford shall henceforth be able to convert, in whole or in part, the outstanding balance of its loan into the conversion shares
at a conversion price that represents a further 25% discount to the original conversion price of 20%. The validity and application of
the Woodford Loan Agreement Amendment is disputed by the Company.

Despite
requests from the Company, Woodford has repeatedly failed: to substantiate the amounts it claims were borrowed by the Company or claimed
to have been advanced by Woodford to the Company; failed to indicate if it would accept accelerated payment of Company-verified amounts;
failed to provide an anti-money laundering acceptable bank account to which payment could be made by the Company, to explain its failure
to respond to requests for other funding to be accepted in the context of the Woodford Loan Agreement; failed to respond to requests for
funding under the accordion facility of the Woodford Loan Agreement; and failed to respond to allegations of money laundering and conspiracy
to defraud the Company and others.

5

Loan
Agreement with United Capital Investments London Limited

On July 26, 2023, The Company
entered into a credit facility (the “UCIL Credit Facility”), represented by a loan agreement, which was amended and restated
on August 8, 2023, and subsequently amended on August 18, 2023 (as so amended, the “UCIL Loan Agreement”). The UCIL Loan Agreement
is with United Capital Investments London Limited (“UCIL”), an entity in which each of Matthew McGahan, the Company’s
Chief Executive Officer and Chairman of the Company’s Board, and Barney Battles, a former member of the Board, have a direct or
indirect interest. The decision by the Company to enter into the UCIL Loan Agreement followed, amongst other things, an acknowledgment
by the Company that it had not received the requisite funding on a timely basis that it expected from Woodford, despite the Company making
several requests to Woodford for said funding under the terms and conditions of the Woodford Loan Agreement. Moreover, the Board of Directors
determined that it was in the best interest of the Company and its stockholders to enter into the UCIL Loan Agreement with UCIL, as an
alternative lender to Woodford, upon receiving an event of default notice on July 21, 2023 (the “Default Notice”) and an event
of default and crystallization notice on July 25, 2023 (the “Crystallization Notice”) from Woodford under the Woodford Loan
Agreement. Neither McGahan or Battles participated in the vote on the UCIL agreement to ensure proper independence and correct corporate
governance. On July 24, 2023, the Company responded to the Default Notice disputing that an event of default had occurred given the Company’s
earlier announcement that UCIL had agreed to enter into a funding arrangement with the Company. On July 27, 2023, the Company replied
to the Crystallization Notice denying that an event of default occurred or continued and further asserted that Woodford’s attempt
for crystallization was inappropriate and unlawful under the terms and conditions of the Woodford Loan Agreement. Given the uncertainty
of the continued financing under the Woodford Loan Agreement, the Board of Directors sought to secure and formalize the Company’s
alternative funding by entering into the UCIL Loan Agreement.

As
reported on form 8-K filed with the SEC on February 22, 2024, on February 16, 2024, the Company and UCIL entered into an “Amendment
and Restatement Agreement No. 2” to the UCIL Loan Agreement to increase the amount of the UCIL Credit Facility from $49,000,0000
to $149,000,000 (the “UCIL Amendment”).

Placement
Agent Agreement with Univest Securities, LLC

As
reported on form 8-K filed with the SEC on February 6, 2024, on December 6, 2023, the Company entered into a placement agent agreement
(the “Placement Agent Agreement”) with Univest Securities, LLC (the “Placement Agent”), whereby the Placement
Agent agreed to act as placement agent in connection with the Company’s offering (“Offering”) of units (“Units”)
up to $1,000,000; each Unit consisting of a convertible promissory note (each, a “Convertible Note” or collectively, the
“Convertible Notes”), and a common stock purchase warrant (each, a “Warrant”, or collectively, the “Warrants”)
in order for investors placed by it to purchase shares of common stock of the Company, par value $0.001 per share (the “Common
Stock”). Each Unit under the Offering includes specific registration rights (“Registration Rights”), for each investor
obtained through the Placement Agent.

On
February 1, 2024, the parties agreed to increase the Offering amount from $1,000,000 to $5,000,000. All other terms and conditions of
the Offering remain the same. The Securities shall be offered and sold pursuant to Section 4(a)(2) under the Securities Act of 1933,
as amended (the “Securities Act”).

Operations Prior to 2022 Operational Cessation

Prior to the 2022 Operational
Cessation, the Company was primarily a provider of domestic lottery products and services (subsidiary operations in Mexico, such as Aganar
and JuegaLotto in Mexico, and TinBu in the U.S. were unaffected by the 2022 Operational Cessation and continued operations, including
lottery sales and the generation of revenue). It is the Company’s intention to become a primary provider of U.S.-centric lottery
products and services again. As an independent third-party lottery game service, with principal operations headquartered in the United
States we offered a platform that we developed and operated to enable the remote purchase of legally sanctioned lottery games in the U.S.
and abroad (our lottery “Platform”). Our revenue generating activities included (i) offering the Platform via our Lottery.com
app and our websites to users located in the U.S. and multinational jurisdictions where the sale of lottery games was legal and our services
were enabled for the remote purchase of legally approved lottery games (our “B2C Platform”); (ii) offering an internally developed,
created and operated business-to-business application programming interface (“API”) of the Platform, which enabled our commercial
partners, in permitted U.S. and international jurisdictions, to purchase certain legally operated lottery games from us which could be
resold to users located within their respective jurisdictions (“B2B API”); and (iii) delivering global lottery data, such
as winning numbers and results, and subscriptions to data sets of our proprietary, anonymized transaction data pursuant to multi-year
contracts to commercial digital subscribers (“Data Service”).

6

Mobile
Lottery Game Platform Services

Both our B2C Platform and our
B2B API provided users with the ability to purchase legally sanctioned draw lottery games via a mobile device or computer, securely maintain
their acquired lottery game, automatically redeem a winning lottery game, as applicable, and receive support, if required, for the claims
and redemption process. Our registration and user interfaces were designed to be easy to use, provide for the creation of an account
and purchase of a lottery game with minimum friction and without the creation of a mobile wallet or requirement to pre-load minimum funds
and - importantly - to provide instant confirmation of the user’s lottery game numbers, whether selected at random or picked by
the user. Users of our B2C Platform services paid a service fee and, in certain non-U.S. jurisdictions, a mark-up on the purchase price.
Prior to the 2022 Operational Cessation in the U.S., we generated revenue from this service fee and mark-up. Our U.S. based B2B API Platform
resumed limited operations in April 2023. As of the date of this Report, our U.S. based B2C Platform is not currently operational. We
anticipate that it will become operational by the summer of 2025.

The
WinTogether Platform

Prior to the Operational Cessation,
we operated and administered all U.S. sweepstakes offered by WinTogether, a U.S. registered 501(c)(3) charitable organization (“WinTogether”),
which was formed in April 2020 to support charitable, educational, and scientific causes. In consideration of our operation of the WinTogether
platform and administration of their sweepstakes, we received a percentage of the gross donations to a campaign, from which we paid certain
dividends and all administration costs.

The WinTogether platform continued
operating after the U.S. 2022 Operational Cessation, until all sweepstakes campaigns were completed and all prizes awarded. On March 29,
2023, the board of directors of WinTogether voted to suspend its relationship with the Company. On December 5, 2023, the board of WinTogether
voted to reinstate the business relationship with the Company.

On April 1, 2024, Lottery.com
resumed its sweepstakes offerings through its partnership with the WinTogether.org foundation (DBA: DonateTo.Win. In April 2025, Sports.com sponsored a sweepstakes to support the Florida International University surrounding the
Formula 1 Crypto.com Miami Grand Prix 2025.

Current
Operations

Despite the 2022
Operational Cessation, certain of the Company’s wholly owned subsidiaries have continued to operate under the direction of the
leadership teams that were in place prior to the Company’s acquisition of such companies. While the operational activities of
these subsidiaries vary, from the 2022 Operational Cessation through the date of this Report, each of our subsidiaries, namely
TinBu, Aganar and JuegaLotto has decreased its expenses and has had its revenue remain consistent or decrease slightly from
pre-Operational Cessation levels.

Data
Services

In 2018, we acquired TinBu, LLC
(“TinBu”), a wholly owned subsidiary, which is a digital publisher and provider of lottery and other data results, jackpots,
results, and other data, as a wholly-owned subsidiary. Through TinBu, our Data Service delivers daily results of over 800 domestic and
international lottery games from more than 40 countries, including the U.S., Canada, and the United Kingdom, to over 400 digital publishers
and media organizations. See “