SecProbe.io

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 your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
Cover Page
1.Your Plan of Distribution disclosure on page 78 appears to indicate you are conducting
the primary component of this offering on a best-efforts, no minimum basis. Please revise
the cover page to disclose the information required by Item 501(b)(8) of Regulation S-K.
2.The first reference to the resale offering on the cover page discloses that the registration
statement covers the resale of up to 4,405,384 shares of common stock. Subsequent cover
page disclosure and disclosure on the selling shareholder table indicate that it covers up
to 5,970,854 shares of common stock. Please revise to reconcile this and any other similar
inconsistencies.
You disclose here that you will offer 50 million shares of common stock at $3.00 per
share. On page 4, you state that the "actual offering price per share will be as determined
by us based on market conditions at the time of pricing" and "[t]herefore, the assumed
public offering price used throughout this prospectus may not be indicative of the final 3.

September 19, 2024
Page 2
offering price." Please revise to disclose that the offering price will be fixed for the
duration of this offering or advise.
Plan of Distribution, page 78
4.You disclose here that you are "offering [y]our Common Stock on a best-efforts basis
directly from the Company or through placement agents we may later identify."
Please clarify whether you intend to engage a placement agent prior to the effectiveness of
this registration statement. Additionally, confirm your understanding that a post-effective
amendment to this registration statement would be required if you add a placement agent
after the effectiveness of this registration statement.
5.We note your disclosure here that you are offering your common stock "directly from the
Company." To the extent your officer or directors will be conducting this offering,
please revise your Plan of Distribution section to clarify whether these officers and
directors are registered broker-dealers under Section 15 of the Exchange Act or, if not,
whether they intend to rely on Rule 3a4-1 of the Exchange Act.
Exhibits
6.We note that certain of the shares included in the resale component of this offering are
currently outstanding. Accordingly, please provide a revised legality opinion that states,
with respect to the currently outstanding resale shares, that the shares “are” – and not
“shall be” – legally issued, fully paid and non-assessable. Consider Section II.B.2.h of
Staff Legal Bulletin No. 19.
General
7.We note that Yusufali & Associates, LLC, the auditor of your financial statements
included in this registration statement, requested to withdraw from registration with the
PCAOB on August 26, 2024. As Yusufali & Associates, LLC can no longer perform new
audit work, please tell us whether you have engaged a new audit firm at this time and, if
so, provide any disclosures required by Item 304 of Regulation S-K.
8.Please tell us if Yusufali & Associates, LLC performed any additional work in connection
with the information included in your amended Form 10-Qs for the quarterly periods
ended September 30, 2023 and June 30, 2024. If so, please describe the work performed
by your auditor.
9.Please include an audit report in this Form S-1 and ensure that it is dated. Separately, we
note that the audit report included in Amendment No. 1 to your Form 10-K for the fiscal
year ended December 31, 2023 does not include a date. Consider filing an amendment to
this Form 10-K to provide a dated audit report.
10.The consent of your auditor, filed as Exhibit 23.1, references a report relating to your
financial statements for the period ended June 30, 2024. We did not locate any report in
your Form 10-Q for the quarterly period ended June 30, 2024. Please advise.
11.Please have your auditor remove from their consent the incorporation by reference
language and to specify that their report relates to their audit of the company’s restated
consolidated financial statements as of December 31, 2023 and 2022, and for the years
then ended.

September 19, 2024
Page 3
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Mitchell Austin at 202-551-3574 or Jan Woo at 202-551-3453 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:M. Richard Cutler