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SEC Company Response from Lottery.com Inc. (SEGG, LTRYW) (CIK 0001673481) (SEGG) — Mar 14, 2018

Lottery.com Inc. (SEGG, LTRYW) (CIK 0001673481)
Date: March 14, 2018 · CIK: 0001673481 · Accession: 0001615774-18-001887

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SEC Posture
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Summary

Reasoning

Referenced dates: April 3, 2017

Date
March 14, 2018
Author
/s/ Giovanni Caruso
Form
CORRESP
Company
Lottery.com Inc. (SEGG, LTRYW) (CIK 0001673481)

Letter

Via Edgar Re: Trident Acquisitions Corp. Draft Registration Statement on Form S-1 Submitted March 6, 2017 CIK No. 0001673481

Dear Mr. Schwall:

On behalf of our client, Trident Acquisitions Corp. (the “Company”), we hereby provide a response to the comments issued in a letter dated April 3, 2017 (the “Staff’s Letter”) regarding the Company’s draft Registration Statement on Form S-1 (the “Registration Statement”). Contemporaneously, we are filing the amended Registration Statement via Edgar (the “Amended S-1”).

In order to facilitate the review by the Commission’s staff (the “Staff”) of the Amended S-1, we have responded, on behalf of the Company, to the comments set forth in the Staff’s Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the Staff’s comments and correspond to the numbered paragraph in the Staff’s Letter.

Los Angeles New York Chicago Nashville Washington, DC Beijing Hong Kong www.loeb.com

A limited liability partnership including professional corporations

H. Roger Schwall

March 14, 2018

Page 2

Our Investment Strategy, page 53

1. Please provide us with precise, independent support for the assertions regarding the 1.valuation disparities which appear in the first paragraph of this section. Include the specific portions upon which you rely; if you do not have independent support for a statement, please either revise the language to make clear the basis for the statement or delete it. We refer you to prior comment 1.

Response: The Company has deleted the language relating to the valuation disparities in response to the Staff’s comments.

Financial Statements

Statement of Cash Flows, page F-6

2. Please revise your statement of cash flows to present cash disbursements for deferred offering costs as a financing activity, or explain why you believe its current classification as an operating activity is appropriate.

Response: The Statements of Cash Flows has been revised in accordance with the Staff’s comments.

Please call me at 212 407-4866 if you would like additional information with respect to any of the foregoing. Thank you.

Sincerely,
/s/ Giovanni Caruso

Show Raw Text
CORRESP
1
filename1.htm

        Giovanni Caruso

        Partner

        345 Park Avenue

        New York, NY 10154

        Direct
          212.407.4866

        Main
           212.407.4000

        Fax
          212.937.3943

        gcaruso@loeb.com

Via Edgar

March 14, 2018

H. Roger Schwall

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: Trident Acquisitions Corp.

Draft Registration Statement on Form S-1

Submitted March 6, 2017

CIK No. 0001673481

Dear Mr. Schwall:

On behalf of our client, Trident Acquisitions
Corp. (the “Company”), we hereby provide a response to the comments issued in a letter dated April 3, 2017 (the “Staff’s
Letter”) regarding the Company’s draft Registration Statement on Form S-1 (the “Registration Statement”).
Contemporaneously, we are filing the amended Registration Statement via Edgar (the “Amended S-1”).

In order to facilitate the review by the
Commission’s staff (the “Staff”) of the Amended S-1, we have responded, on behalf of the Company, to the comments
set forth in the Staff’s Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the Staff’s
comments and correspond to the numbered paragraph in the Staff’s Letter.

Los Angeles     New York     Chicago     Nashville     Washington,
DC     Beijing     Hong Kong     www.loeb.com

A limited liability partnership including
professional corporations

        H. Roger Schwall

        March 14, 2018

        Page 2

Our Investment Strategy, page 53

 1. Please provide us with precise, independent support
for the assertions regarding the 1.valuation disparities which appear in the first paragraph of this section. Include the specific
portions upon which you rely; if you do not have independent support for a statement, please either revise the language to make
clear the basis for the statement or delete it. We refer you to prior comment 1.

Response: The Company has deleted
the language relating to the valuation disparities in response to the Staff’s comments.

Financial Statements

Statement of Cash Flows, page F-6

 2. Please revise your statement of cash flows to present
cash disbursements for deferred offering costs as a financing activity, or explain why you believe its current classification
as an operating activity is appropriate.

Response: The Statements of Cash
Flows has been revised in accordance with the Staff’s comments.

Please call me at 212
407-4866 if you would like additional information with respect to any of the foregoing. Thank you.

    Sincerely,

    /s/ Giovanni Caruso

    Giovanni Caruso

    Partner