SecProbe.io

CORRESP
 1
 filename1.htm

 November
25, 2025

 Securities
and Exchange Commission

 Division
of Corporation Finance

 100
F Street N.E.

 Washington,
D.C. 20549

 Re:
 Lottery.com
 Inc.

 Registration
 Statement on Form S-3

 File
 No. 333-291505

 Acceleration
 Request

 Requested
 Date: November 26, 2025, 2:00 pm Eastern Standard Time

 Gentlemen
and Ladies:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Lottery.com Inc., a Delaware corporation (the " Company ")
hereby respectively requests that the above-referenced Registration Statement on Form S-3 (File No. 333-291505) be declared effective
at the "Requested Date" set forth above or as soon thereafter as practicable.

 In
connection with the acceleration request, the Company hereby acknowledges that:

 ●
 The
 Company is aware of its responsibilities under the Securities Act and the Securities Exchange Act of 1934 as they relate to the
 offering of securities covered by the Registration Statement.

 ●
 The
 request for acceleration is made by the Company and not by any underwriter.

 ●
 The
 Company acknowledges that should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective,
 such action does not foreclose the Commission from taking any action with respect to the filing.

 ●
 The
 Company acknowledges that the declaration of effectiveness by the Commission or the staff, acting pursuant to delegated authority,
 does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement.

 ●
 The
 Company acknowledges that the Company may not assert staff comments as a defense in any proceeding initiated by the Commission
 or any person under the federal securities laws of the United States.

 Thank
you for your courtesies and please contact us at your convenience if you require any additional information.

 Very
 truly yours,

 /s/Matthew
 McGahan

 Matthew
 McGahan

 Chief
 Executive Officer and President

CORRESP
 1
 filename1.htm

 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. (the "Company") with respect to the above-referenced filing. We spoke with respect to oral comments you
desired for us to include in the Registration Statement pre-effective. We have filed Amendment No. 4 this morning.

 You requested we include information
set forth in Form 8-K filings within the S-1. We have added the following matters:

 1.
 We referenced the recent Nasdaq deficiency letter relating to the Company's market price being lower than $1.00 per share.

 2.
 We referenced the Nasdaq notice relating to the requirement for shareholder approval for our Employee's, Directors and Consultant's Stock Issuance and Option Plan.

 3.
 We described our recent Letter of Intent with Dotcom Ventures, Inc.

 4.
 We included our recently added Executive Director Marc Bircham.

 Thank you again for your time
and for your assistance with this matter. Please do not hesitate to contact us at 713-888-0040 or rcutler@cutlerlaw.com.

 Best Regards,

 /s/ M. Richard Cutler

 M. Richard Cutler

 6575 West Loop South, Suite 400

 Tel (800) 606-7150

 Bellaire, Texas 77401
 www.cutlerlaw.com
 Fax (713) 583-7150

CORRESP
 1
 filename1.htm

 May 14, 2025

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street N.E.

 Washington, D.C. 20549

 Re:
 Lottery.com, Inc.

 Registration Statement on Form S-1

 File No. 333-286503

 Acceleration Request

 Requested Date: May 14, 2025, 11:00 am Eastern Standard Time

 Gentlemen and Ladies:

 In accordance with the conversation you had with our
counsel on May 13, 2025, we have revised the S-1 and filed today to respond to the oral comments received. Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Lottery.com, Inc., a Delaware corporation (the " Company ") hereby requests that
the above-referenced Registration Statement on Form S-1 (File No. 333-286503) be declared effective at the "Requested Date"
set forth above or as soon thereafter as practicable.

 In connection with the acceleration request, the Company
hereby acknowledges that:

 ●
 should the Securities and Exchange Commission (the "Commission") or the staff of the Division of Corporation Finance of the Commission (the "Staff"), acting pursuant to delegated authority, declare the Registration Statement on Form S-1 (the "Filing") effective, it does not foreclose the Commission from taking any action with respect to the Filing;

 ●
 the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Filing; and

 ●
 the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Thank you for your courtesies and please contact us
at your convenience if you require any additional information.

 Very truly yours,

 /s/ Mathew
 MacGahan

 Mathew MacGahan

 Chief Executive Officer

CORRESP
 1
 filename1.htm

 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 receipt
of your letter dated May 5, 2025, with respect to the Company. This letter responds to the comment contained in your letter.

 Your
comments as well as our response are set forth below:

 Amendment
No. 2 to Registration Statement on Form S-1

 Plan
of Distribution, page 79

 1. You
 disclose here that "[t]he Selling Shareholders and any underwriters, broker- dealers
 or agents that participate in the sale of the shares of Common Stock or interests therein
 may be "underwriters" within the meaning of Section 2(11) of the Securities Act."
 Please revise here to state the equity line investor, Generating Alpha Ltd., is an underwriter.
 You should also identify the equity line investor as a selling shareholder throughout the
 prospectus.

 RESPONSE:
 We
 have revised the discussion in Plan of Distribution as requested. We have also revised the term "Investor" throughout the
 prospectus to read "Investor Selling Shareholder" to assure clarity.

 6575 West
 Loop South, Suite 400

 Tel (800)
 606-7150

 Bellaire, Texas 77401

 www.cutlerlaw.com

 Fax (713) 583-7150

 Page
2 of 3

 CutLER
LAW GROUP

 General

 2. Please
 revise to disclose the material risks of an investment in the company and in the offering,
 including:

 ● the
 dilutive effect of the formula or pricing mechanism on the company's share price;

 ● the
 possibility that the company may not have access to the full amount available to it under
 the equity line; and

 ● whether
 the equity line investor can engage in short-selling activities and, if so, how any sales
 activities after announcement of a put may negatively affect the company's share price.

 RESPONSE: We
 have added three risk factors to reference risks associated with the equity line to shareholders
 and investors. Staff is advised, however, that our stock purchase agreement with the Investor
 specifically prohibits them from short-selling or other market manipulation activities and
 the Investor has advised us that they have no intention of undertaking any such activities.

 3. Please
 revise to disclose the material market activities of the equity line investor, including:

 ● any
 short selling of the company's securities or other hedging activities that the equity
 line investor may or has engaged in, including prior to entering into the agreement and prior
 to the receipt of any shares pursuant to the terms of the agreement; and

 RESPONSE: We
 have revised the prospectus to reflect that our agreement prohibits any such short selling
 or hedging and that the Investor has advised they have no intention of undertaking any such
 activities.

 ● how
 the equity line investor intends to distribute the securities it owns or will acquire.

 RESPONSE: We
 have revised the language under "Selling Shareholders" to reflect that the Investor
 Selling Shareholder will sell or otherwise distribute the securities it owns or will acquire
 similar to ordinary selling shareholders.

 4. Please
 revise to disclose how the provisions of Regulation M may prohibit the equity line investor
 and any other distribution participants that are participating in the distribution of the
 company's securities from:

 ● engaging
 in market making activities (e.g., placing bids or making purchases to stabilize the price
 of the common stock) while the equity line is in effect; and

 ● purchasing
 shares in the open market while the equity line is in effect.

 RESPONSE:
 We
 have added the disclosure requested relative to prohibitions under Regulation M.

 6575 West
 Loop South, Suite 400

 Tel (800)
 606-7150

 Bellaire, Texas 77401

 www.cutlerlaw.com

 Fax (713) 583-7150

 Page
3 of 3

 CutLER
LAW GROUP

 Oral
Comment Received today:

 You
have requested that we update our legal proceedings disclosure to reflect litigation in Texas related to Lottery.com. We have added that
disclosure.

 Thank
you again for your time and for your assistance with this matter. Please do not hesitate to contact us at 713-888-0040 or rcutler@cutlerlaw.com.

 Best
 Regards,

 /s/
 M. Richard Cutler

 M.
 Richard Cutler

 6575
 West Loop South, Suite 400

 Tel
 (800) 606-7150

 Bellaire,
 Texas 77401

 www.cutlerlaw.com

 Fax
 (713) 583-7150

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 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 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.

Amendment No. 2 to Registration Statement on Form S-1
Plan of Distribution, page 79

1. You disclose here that "[t]he Selling Shareholders and any underwriters,
broker-
 dealers or agents that participate in the sale of the shares of Common
Stock or
 interests therein may be underwriters within the meaning of
Section 2(11) of the
 Securities Act." Please revise here to state the equity line investor,
Generating Alpha
 Ltd., is an underwriter. You should also identify the equity line
investor as a selling
 shareholder throughout the prospectus.
General

2. Please revise to disclose the material risks of an investment in the
company and in the
 offering, including:
 May 5, 2025
Page 2

 the dilutive effect of the formula or pricing mechanism on the
company s share
 price;
 the possibility that the company may not have access to the full
amount available
 to it under the equity line; and
 whether the equity line investor can engage in short-selling
activities and, if so,
 how any sales activities after announcement of a put may negatively
affect the
 company s share price.
3. Please revise to disclose the material market activities of the equity
line investor,
 including:

 any short selling of the company s securities or other hedging
activities that the
 equity line investor may or has engaged in, including prior to
entering into the
 agreement and prior to the receipt of any shares pursuant to the
terms of the
 agreement; and
 how the equity line investor intends to distribute the securities
it owns or will
 acquire.
4. Please revise to disclose how the provisions of Regulation M may
prohibit the equity
 line investor and any other distribution participants that are
participating in the
 distribution of the company s securities from:

 engaging in market making activities (e.g., placing bids or making
purchases
 to stabilize the price of the common stock) while the equity line is
in effect; and
 purchasing shares in the open market while the equity line is in
effect.

 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 Larry Spirgel at
202-551-3815
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
cc: M. Richard Cutler
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 CutLER
 LAW GROUP
 PAGE 1 OF 1

 April
24, 2025

 Securities
and Exchange Commission

 100
F. St., NE

 Washington,
DC 20549-4561

 Attn:
 Mitchell Austin

 Larry
Spirgel

 Re:

 Lottery.com,
 Inc.

 Amendment
 No. 1 to Registration Statement on Form S-1

 Filed
 April 15, 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 receipt
of your letter dated April 16, 2025, with respect to the Company. We are today filing Amendment No. 2 to the Registration Statement on
Form S-1 responsive to your comments with the intention of addressing the deficiencies referenced in your correspondence.

 The
Company had endeavored to prepare and file Amendment No. 1 on Form S-1 prior to the time that financial statements for the year ended
December 31, 2024 were due or required. Unfortunately, the Company was delayed in completing that task principally because it had been
required to obtain a new PCAOB auditor after the resignation of Yusafali and Associates. The new auditor, Boladale Lawal & Company,
was tasked with completing a re-audit of the financial statements for the period ended December 31, 2023. As a consequence of the delay,
the filing of Amendment No. 1 occurred on the same date that December 31, 2024 financial statements were required. The Amendment No.
2 filed today resolves that issue and no longer contains any reference to the work of the former auditor.

 Thank
you again for your time and for your assistance with this matter. Please do not hesitate to contact us at 713-888-0040 or rcutler@cutlerlaw.com.

 Best
 Regards,

 /s/
 M. Richard Cutler

 M.
 Richard Cutler

 6575
 West Loop South, Suite 400

 Tel
 (800) 606-7150

 Bellaire,
 Texas 77401

 www.cutlerlaw.com

 Fax
 (713) 583-7150

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 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 in numerous
material respects to comply with the requirements of the Securities Act of
1933, the rules and
regulations thereunder and the requirements of the form.

 More specifically, we note you have failed to include audited
financial statements for
the fiscal year ended December 31, 2024. Please update your financial
statements and related
disclosures to comply with the requirements set forth in Rule 8-08 of
Regulation S-X.

 Additionally, we note that you included an audit report from your
prior auditor,
Yusufali & Associates, LLC. The Public Company Accounting Oversight Board (
PCAOB )
revoked the registration of your prior auditor, Yusufali & Associates, LLC on
October 22,
2024. You can find a copy of the order on the PCAOB s website at
https://assets.pcaobus.org/pcaob-dev/docs/default-
source/enforcement/decisions/documents/105-2024-042.pdf. As Yusufali &
Associates, LLC
had its registration revoked by the PCAOB, you may not include audit reports or
consents
from this auditor in your filings with the Commission on or after the date of
the order.

 We will provide more detailed comments relating to your registration
statement
following our review of a substantive amendment that addresses these
deficiencies.
 April 16, 2025
Page 2

 Please contact Mitchell Austin at 202-551-3574 or Larry Spirgel at
202-551-
3815 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: M. Richard Cutler
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

October
15, 2024

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
D.C. 20549

    Re:
    Lottery.com,
    Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-281925

    Acceleration
    Request

    Requested
    Date: October 16, 2024, 11:00 am Eastern Standard Time

Gentlemen
and Ladies:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Lottery.com, Inc., a Delaware corporation (the “Company”)
hereby requests that the above-referenced Registration Statement on Form S-1 (File No. 333-281925) be declared effective at the “Requested
Date” set forth above or as soon thereafter as practicable.

In
connection with the acceleration request, the Company hereby acknowledges that:

 ● should
                                            the Securities and Exchange Commission (the “Commission”) or the staff of the
                                            Division of Corporation Finance of the Commission (the “Staff”), acting pursuant
                                            to delegated authority, declare the Registration Statement on Form S-1 (the “Filing”)
                                            effective, it does not foreclose the Commission from taking any action with respect to the
                                            Filing;

 ● the
                                            action of the Commission or the Staff, acting pursuant to delegated authority, in declaring
                                            the Filing effective, does not relieve the Company from its full responsibility for the adequacy
                                            and accuracy of the disclosure in the Filing; and

 ● the
                                            Company may not assert Staff comments and the declaration of effectiveness as a defense in
                                            any proceeding initiated by the Commission or any person under the federal securities laws
                                            of the United States.

Thank
you for your courtesies and please contact us at your convenience if you require any additional information.

    Very
    truly yours,

    /s/
    Mathew McGahan

    Mathew
    McGahan

    Chief
    Executive Officer

CORRESP
1
filename1.htm

September
27, 2024

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
D.C. 20549

    Re:
    Lottery.com,
    Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-281925

    Withdrawal
    of Acceleration Request

    Requested
    Date: October 2, 2024, 11:00 am Eastern Standard Time

Gentlemen
and Ladies:

Please
be advised that Lottery.com, Inc., a Delaware corporation (the “Company”) hereby withdraws the acceleration request
related to the above-referenced Registration Statement on Form S-1 (File No. 333-281925) until such time as the review process has been
completed. The Company will file a request subsequent to such date.

Thank
you for your courtesies and please contact us at your convenience if you require any additional information.

    Very
    truly yours,

    /s/
    Mathew MacGahan

    Mathew
    MacGahan

    Chief
    Executive Officer

CORRESP
1
filename1.htm

September
26, 2024

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
D.C. 20549

    Re:
    Lottery.com,
    Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-281925

    Acceleration
    Request

    Requested
    Date: October 2, 2024, 11:00 am Eastern Standard Time

Gentlemen
and Ladies:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Lottery.com, Inc., a Delaware corporation (the “Company”)
hereby requests that the above-referenced Registration Statement on Form S-1 (File No. 333-281925) be declared effective at the “Requested
Date” set forth above or as soon thereafter as practicable.

In
connection with the acceleration request, the Company hereby acknowledges that:

 ● should
                                            the Securities and Exchange Commission (the “Commission”) or the staff of the
                                            Division of Corporation Finance of the Commission (the “Staff”), acting pursuant
                                            to delegated authority, declare the Registration Statement on Form S-1 (the “Filing”)
                                            effective, it does not foreclose the Commission from taking any action with respect to the
                                            Filing;

 ● the
                                            action of the Commission or the Staff, acting pursuant to delegated authority, in declaring
                                            the Filing effective, does not relieve the Company from its full responsibility for the adequacy
                                            and accuracy of the disclosure in the Filing; and

 ● the
                                            Company may not assert Staff comments and the declaration of effectiveness as a defense in
                                            any proceeding initiated by the Commission or any person under the federal securities laws
                                            of the United States.

Thank
you for your courtesies and please contact us at your convenience if you require any additional information.

    Very
    truly yours,

    /s/
    Mathew McGahan

    Mathew
    McGahan

    Chief
    Executive Officer

CORRESP
1
filename1.htm

  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”) with respect to the above-referenced filing. We are in receipt
of your letter dated September 19, 2024, with respect to the Company. This letter responds to the comment contained in your letter.

Your
comments as well as our response are set forth below:

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.

RESPONSE:
We have revised the cover page to disclose the requested information.

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.

  RESPONSE:
We have revised the registration statement throughout to reflect the correct and updated number of shares of common stock for
resale.

3. 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 offering price.” Please revise to disclose
that the offering price will be fixed for the duration of this offering or advise.

  REPONSE:
We have revised that language to provide that the offering price will be fixed.

  CutLER
  LAW GROUP
    PAGE 2 OF 3

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.

RESPONSE:
At this point the Company has not engaged a placement agent. This confirms our understanding that a post-effective amendment to this
registration statement would be required if the Company were to add a placement agent after the effectiveness of this registration statement
and have added language in the amendment stating so.

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.

RESPONSE:
We have revised the Plan of Distribution in the Registration Statement to clarify that the Company’s officers and directors are
not registered broker dealers, but will instead 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.

RESPONSE:
We have revised the legal opinion as requested and attached it as an exhibit to the amended Registration Statement.

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.

RESPONSE:
The Company recently initiated a process to identify a new audit firm. At this time, a new audit firm has not been selected nor engaged.
The Company will work with Yusufali & Associates, LLC and the successor audit firm to ensure an orderly and structured transition,
at the appropriate time.

  6575
                                            West Loop South, Suite 400

    Tel
    (800) 606-7150

  Bellaire,
                                            Texas 77401

  www.cutlerlaw.com

    Fax
                                            (713) 583-7150

  CutLER
  LAW GROUP
    PAGE 3  OF 3

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.

RESPONSE:
Yusufali & Associates did not perform any additional work in connection with the Company’s amended Form 10-Qs for the quarterly
periods ended September 30, 2023 and June 30, 2024.

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.

RESPONSE:
We have included the requested audit report in the amended registration statement. Further we have filed an amendment to the 10-K for
the fiscal year ended December 31, 2023 to include 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.

RESPONSE:
The auditor has corrected its consent, removing references to a report relating to the Company’s financial statements for the period
ended June 30, 2024 to the amended Form 10-K and the amended Registration Statement. Reference to the 10-Q was erroneous and has been
removed. Accordingly, Exhibit 23.1 has been replaced with the corrected consent.

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.

RESPONSE:
The auditor has removed from the consent the incorporation by reference language and specified that the report relates to its audit of
the Company’s restated consolidated financial statements as of December 31, 2023 and 2022, and for the years then ended.

Thank
you again for your time and for your assistance with this matter. Please do not hesitate to contact us at 713-888-0040 or
rcutler@cutlerlaw.com.

    Best
    Regards,

    /s/
    M. Richard Cutler

    M.
    Richard Cutler

  6575
                                            West Loop South, Suite 400

    Tel
    (800) 606-7150

  Bellaire,
                                            Texas 77401

  www.cutlerlaw.com

    Fax
                                            (713) 583-7150

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

CORRESP
1
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Lottery.com Inc.

20808 State Hwy 71 W, Unit B

Spicewood, Texas 78669

November 23, 2021

VIA EDGAR

Division of Corporation Finance

Office of Technology

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Lottery.com Inc.

 Registration  Statement on Form S-1

 Filed  November 18, 2021

 File No. 333-261183

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations of the Securities
and Exchange Commission promulgated under the Securities Act of 1933, as amended, Lottery.com Inc. hereby respectfully requests that the
effective date of the above-captioned Registration Statement on Form S-1 (the “Registration Statement”) be accelerated to,
and that the Registration Statement be declared effective at 4:00 p.m., prevailing Eastern Time, on November 24, 2021, or as soon as practicable
thereafter.

Please contact Elliott Smith (email: elliott.smith@whitecase.com or
telephone: (212) 819-7644) of White & Case LLP with any questions and please notify him when this request for acceleration has
been granted.

[Signature Page Follows]

    Sincerely,

    By:

    /s/ Kathryn Lever

    Name:

    Kathryn Lever

    Title:

    Chief Legal Officer

cc:	Elliott Smith, White & Case LLP

United States securities and exchange commission logo
November 22, 2021
Kathryn Lever
Chief Legal Officer
Lottery.com Inc.
20808 State Hwy 71 W, Unit B
Spicewood, Texas 78669
Re:Lottery.com Inc.
Registration Statement on Form S-1
Filed November 18, 2021
File No. 333-261183
Dear Ms. Lever:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Anna Abramson, Staff Attorney, at (202) 551-4969 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Elliott Smith

CORRESP
1
filename1.htm

Trident Acquisitions Corp.

165 Broadway, 23rd Floor

New York, NY 10006

October 14, 2021

VIA EDGAR & TELECOPY

Alexandra O. Barone

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    RE:
    Trident Acquisitions Corp. (the “Company”)

    Registration Statement on Form S-4

    (File No. 333-257734) (the “Registration Statement”)

Dear Ms. Barone:

The Company hereby requests, pursuant to Rule 461 promulgated under the
Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement so that the Registration Statement will
become effective as of 4:00 p.m. on October 15, 2021, or as soon thereafter as practicable.

    Very truly yours,

    TRIDENT ACQUISITIONS CORP.

    By:
    /s/ Vadim Komissarov

    Name: Vadim Komissarov

Title: Chief Executive Officer

CORRESP
1
filename1.htm

    345 Park Avenue

    New York,

    NY 10154-1895

    Direct 212.407.4000

Main 212.407.4000

Fax 212.407.4990

VIA EDGAR

October 5, 2021

Division of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Attention:
    Alexandra Barone

    Larry Spirgel

    Robert Littlepage

    Claire DeLabar

    Re:
    Trident Acquisitions Corp.

Amendment No. 2 to Registration Statement on Form S-4

Filed September 20, 2021

File No. 333-257734

Dear Mr. Spirgel:

On behalf of Trident Acquisitions Corp. (the “Company”),
we are hereby responding to the letter, dated October 1, 2021 (the “Comment Letter”), from the staff (the “Staff”)
of the U.S. Securities and Exchange Commission, regarding the Company’s Amendment No. 2 to Registration Statement on Form S-4, File
No. 333-257734 (the “Registration Statement”). In response to the Comment Letter and to update certain information
in the Registration Statement, the Company is filing an amendment to the Registration Statement (the “Amended Registration
Statement”) with the Commission today.

Form S-4/A filed September 20, 2021

Questions and Answers about the Proposals

When is the deadline to consummate the Business Combination?, page
xiv

    1.
    Please update your disclosure here and throughout to reflect the latest extension of the deadline to consummate the business combination, or December 1, 2021.

Response: The Company has revised
the disclosure throughout the Amended Registration Statement in accordance with the Staff’s comment.

Risk Factors

Dependence on Third Parties Risks

Our ability to acquire lottery game in certain jurisdictions...,
page 44

    2.
    Please revise to disclose
    the term and termination provisions of the Services Agreement with Master Goblin Games, LLC.

Response: The Company has revised
the disclosure on pages 44-45 of the Amended Registration Statement in accordance with the Staff’s comment.

Proposal No. 1 - The Business Combination Proposal

Background of the Merger, page 85

    3.
    We note your response to prior comment 3. Please revise to also disclose the trust funds remaining after the extension to June 1, 2021 that was approved on February 26, 2021.

Response: The Company has revised
the disclosure on page 86 of the Amended Registration Statement in accordance with the Staff’s comment.

    4.

    We note that, on August 31, 2021, the
TDAC Board approved the extension of the date by which TDAC has to complete a business combination for an additional three months to
December 1, 2021; however, you disclose that Nasdaq’s Hearings Panel granted TDAC’s request for continued listing
on Nasdaq subject to the condition that TDAC completes its Business Combination on or before October 29, 2021. Please disclose what
consideration the TDAC Board gave to Nasdaq's Hearings Panel's conditions in approving the extended date to December 1, 2021.

Response: The Company has revised
the disclosure on pages 86-87 of the Amended Registration Statement in accordance with the Staff’s comment.

Material U.S. Federal Income Tax Considerations

U.S. Federal Income Tax Consequences of the Business Combination
to U.S. Holders of Lottery.com securities, page 125

    5.
    You disclose on page 125 that neither party makes any representations or assurances regarding the
    tax treatment of the merger, including whether the merger qualifies for the Intended Tax Treatment; however, you disclose on page
    xi under the Q&A: Will U.S. Holders of Lottery.com Shares or Lottery.com warrants be subject to U.S. federal income tax on the
    Common Stock or Public Warrants received in the Business Combination? that, "subject to limitations and qualifications [in the
    later section of the proxy statement/prospectus discussing the material tax consequences], the Business Combination is generally
    intended to be tax-deferred to U.S. Holders...of Lottery.com Shares or Lottery.com warrants for U.S. federal income tax purposes."
    Please provide an opinion to support this representation.  If there is significant doubt about the tax consequences of
    the transaction and counsel cannot give a "will" opinion, counsel may issue a “should” or “more likely
    than not” opinion or state they are unable to opine.  You should revise the Q&A, summary, risk factors and this section
    of the prospectus to reflect counsel's opinion or inability to opine.  For guidance, please refer to Section III.C.4 of CF Staff
    Legal Bulletin No. 19.

Response: The Company has
revised the disclosure on pages xi-xii, 57-58 and 123-131 of the Amended Registration Statement and has filed an opinion of counsel
as Exhibit 8.1 to the Amended Registration Statement in accordance with the Staff’s comment.

Lottery.com Management's Discussion and Analysis of Financial Condition
and Results of

Operations, page 153

    6.
    We note your revised disclosure highlighting the company’s performance metrics. Please revise to provide the following information concerning each metric: (i) a clear definition of the metric and how it is calculated, (ii) the reasons the metric is useful to investors, (iii) how management uses the metric in managing or monitoring the performance of the business, and (iv) whether there are underlying estimates or assumptions that are necessary to understanding the metric or calculation. In addition, please quantify the metrics for each period presented. For additional guidance, refer to SEC Release No. 33- 10751.

Response: The Company has revised
the disclosure on page 154-155 of the Amended Registration Statement in accordance with the Staff’s comment.

    2

Results of Operations, page 154

    7.
    Please expand the discussion of revenues on pages 155 and 156 to explain the nature of the revenue contract, such as the nature of the services provided and whether you expect any continuing impact or whether this was a one-time contract.

Response: The Company has revised
the disclosure on page   156 of the Amended Registration Statement in accordance with the Staff’s comment.

Unaudited Pro Forma Condensed Combined
Financial Information, page 175

    8.
    We note that AutoLotto acquired Global Gaming in June 2021.  Please revise the pro forma Statement of Operations for the Six Months Ended June 30, 2021 to include a column for Global Gaming (i.e. Mexican Acquisitions) pursuant to Rule 8-05 of Regulation S-X.

Response: The Company has revised
the disclosure on page  182 of the Amended Registration Statement in accordance with the Staff’s comment.

Financial Statements – AutoLotto

Note 3. Business Combination, page F-61

    9.
    Please expand the disclosure to include all disclosures required pursuant to ASC 805-10-50-2, including supplemental pro forma information of revenues and net earnings/loss as though the business combination had occurred as of the beginning of the comparable annual reporting period, that is, January 1, 2021.

Response: The Company has revised
the disclosure on page  F-62 of the Amended Registration Statement in accordance with the Staff’s comment.

    10.
    Please also provide us with an analysis that supports your determination as to whether the acquisition of Global Gaming by AutoLotto constituted a significant acquisition to AutoLotto and provide any financial statements of Global Gaming required pursuant to Rule 8-04 of Regulation S-X.

Response: The Company respectfully
advises the Staff that based on the Company’s analysis of the significance tests set forth in rule in Rule 1-02(w) of Regulation
S-X (“Rule 1-02(w)”), AutoLotto’s acquisition of Global Gaming did not exceed the relevant 20% threshold on any of the
three significance tests set forth in Rule 1-02(w), namely the asset test, the investment test or the income test. For purposes for applying
these tests, the Company used AutoLotto’s and Global Gaming’s most recently completed fiscal years end (December 31, 2020).
The significance tests calculations were as follows:

 ● Asset test: As of December 31, 2020, Global Gaming had total assets of approximately $366,529 and AutoLotto has total assets of $50,732,099.
AutoLotto’s interest in Global Gaming’s total assets represents approximately 1.2% of AutoLotto’s total assets as of
December 31, 2020.

 ● Investment test: As AutoLotto’s common shares are not publicly
traded, the Company evaluated the GAAP purchase price, i.e., the consideration transferred, including the fair value of contingent
consideration and excluding acquisition related costs, as compared to AutoLotto’s consolidated total assets as of December 31, 2020.
The consideration transferred was approximately $10,055,214, resulting in a significance under the investment test of approximately 19.8%
of AutoLotto’s total assets of $50,732,099 as of December 31, 2020.

 ● Income test: There are two prongs to the income test, a revenue prong
and a pre-tax income prong, both of which must exceed 20% in order for an acquisition or probable acquisition to be deemed significant
under Rule 1-02(w). For the fiscal year ended December 31, 2020, Global Gaming generated $141,526 of income from continuing operations
before income taxes and cumulative effect of a change in accounting principles (after intercompany eliminations) (“pre-tax income”)
and AutoLotto had a net loss before taxes of $5,811,863. Using absolute values, AutoLotto’s share of Global Gaming’s pre-tax
income, calculated as $141,526 divided by $5,811,863, equals approximately 2.4% of AutoLotto’s loss from continuing operations before
income taxes in the relevant period. Because the pre-tax income prong was lower than 20%, the revenue prong of the income test need not
be applied.

Based on the above assessment, the acquisition
of Global Gaming is not considered significant for purposes of Rule 1-02(w) and therefore the Company did not provide separate financial
statements of Global Gaming in the Amended Registration Statement. The Company advises the Staff that because the acquisition closed in
June 2021, the acquisition of Global Gaming is reflected in AutoLotto’s unaudited financial statements for the six months ended
June 30, 2021 included in the Amended Registration Statement.

Annex D - Form of Proxy Card, page D-1

    11.
    Please ensure the preliminary proxy card identifies each proposal. In this regard, it appears that the Charter Proposal should be added. In addition, please clarify that the Advisory Proposals are seeking advisory votes.

Response: The Company has revised
the preliminary proxy card in accordance with the Staff’s comment.

_________________________________________________________

    3

Please do not hesitate to contact David J, Levine
at (212) 407-4923 or Mitchell Nussbaum at (212) 407-4159 of Loeb & Loeb LLP or Elliott M. Smith, Esq. at (212) 819-7644 of White &
Case LLP with any questions or comments regarding this letter.

    Sincerely,

    /s/ Loeb & Loeb LLP

    Loeb & Loeb LLP

cc:

Vadim Komissarov

Trident Acquisitions Corp.

Tony DiMatteo

AutoLotto, Inc.

4

CORRESP
1
filename1.htm

    345 Park Avenue

    New York,

    NY 10154-1895

    Direct 212.407.4000

Main 212.407.4000

Fax 212.407.4990

Via Edgar

October 4, 2021

Division of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Attention:
    Alexandra Barone

    Larry Spirgel

    Robert Littlepage

    Claire DeLabar

    Re:
    Trident Acquisitions Corp.

Amendment No. 2 to Registration Statement on Form S-4

Filed September 20, 2021

File No. 333-257734

Dear Mr. Spirgel:

On behalf of Trident Acquisitions Corp. (the “Company”),
we are hereby responding to the letter, dated October 1, 2021 (the “Comment Letter”), from the staff (the “Staff”)
of the U.S. Securities and Exchange Commission, regarding the Company’s Amendment No. 2 to Registration Statement on Form S-4, File
No. 333-257734 (the “Registration Statement”). In response to the Comment Letter and to update certain information
in the Registration Statement, the Company is filing an amendment to the Registration Statement (the “Amended Registration
Statement”) with the Commission today.

Form S-4/A filed September 20, 2021

Questions and Answers about the Proposals

When is the deadline to consummate the Business Combination?, page
xiv

    1.
    Please update your disclosure here and throughout to reflect the latest extension of the deadline to consummate the business combination, or December 1, 2021.

Response: The Company has revised
the disclosure in the Amended Registration Statement in accordance with the Staff’s comment.

Risk Factors

Dependence on Third Parties Risks

Our ability to acquire lottery game in certain jurisdictions...,
page 44

    2.
    Please revise to disclose
    the term and termination provisions of the Services Agreement with Master Goblin Games, LLC.

Response: The Company has revised
the disclosure on page 44 of the Amended Registration Statement in accordance with the Staff’s comment.

Proposal No. 1 - The Business Combination Proposal

Background of the Merger, page 85

    3.
    We note your response to prior comment 3. Please revise to also disclose the trust funds remaining after the extension to June 1, 2021 that was approved on February 26, 2021.

Response: The Company has revised
the disclosure on page 86 of the Amended Registration Statement in accordance with the Staff’s comment.

    4.

    We note that, on August 31, 2021, the
TDAC Board approved the extension of the date by which TDAC has to complete a business combination for an additional three months to
December 1, 2021; however, you disclose that Nasdaq’s Hearings Panel granted TDAC’s request for continued listing
on Nasdaq subject to the condition that TDAC completes its Business Combination on or before October 29, 2021. Please disclose what
consideration the TDAC Board gave to Nasdaq's Hearings Panel's conditions in approving the extended date to December 1, 2021.

Response: The Company has revised
the disclosure on page 86 of the Amended Registration Statement in accordance with the Staff’s comment.

Material U.S. Federal Income Tax Considerations

U.S. Federal Income Tax Consequences of the Business Combination
to U.S. Holders of Lottery.com securities, page 125

    5.
    You disclose on page 125 that neither party makes any representations or assurances regarding the
    tax treatment of the merger, including whether the merger qualifies for the Intended Tax Treatment; however, you disclose on page
    xi under the Q&A: Will U.S. Holders of Lottery.com Shares or Lottery.com warrants be subject to U.S. federal income tax on the
    Common Stock or Public Warrants received in the Business Combination? that, "subject to limitations and qualifications [in the
    later section of the proxy statement/prospectus discussing the material tax consequences], the Business Combination is generally
    intended to be tax-deferred to U.S. Holders...of Lottery.com Shares or Lottery.com warrants for U.S. federal income tax purposes."
    Please provide an opinion to support this representation.  If there is significant doubt about the tax consequences of
    the transaction and counsel cannot give a "will" opinion, counsel may issue a “should” or “more likely
    than not” opinion or state they are unable to opine.  You should revise the Q&A, summary, risk factors and this section
    of the prospectus to reflect counsel's opinion or inability to opine.  For guidance, please refer to Section III.C.4 of CF Staff
    Legal Bulletin No. 19.

Response: The Company has revised
the disclosure on pages [_] and [_] of the Amended Registration Statement and has filed an opinion of counsel as Exhibit 8.1 to the Amended
Registration Statement in accordance with the Staff’s comment.

Lottery.com Management's Discussion and Analysis of Financial Condition
and Results of

Operations, page 153

    6.
    We note your revised disclosure highlighting the company’s performance metrics. Please revise to provide the following information concerning each metric: (i) a clear definition of the metric and how it is calculated, (ii) the reasons the metric is useful to investors, (iii) how management uses the metric in managing or monitoring the performance of the business, and (iv) whether there are underlying estimates or assumptions that are necessary to understanding the metric or calculation. In addition, please quantify the metrics for each period presented. For additional guidance, refer to SEC Release No. 33- 10751.

Response: The Company has revised
the disclosure on page 153 of the Amended Registration Statement in accordance with the Staff’s comment.

    2

Results of Operations, page 154

    7.
    Please expand the discussion of revenues on pages 155 and 156 to explain the nature of the revenue contract, such as the nature of the services provided and whether you expect any continuing impact or whether this was a one-time contract.

Response: The Company has revised
the disclosure on pages 155 and 156 of the Amended Registration Statement in accordance with the Staff’s comment.

Unaudited Pro Forma Condensed Combined
Financial Information, page 175

    8.
    We note that AutoLotto acquired Global Gaming in June 2021.  Please revise the pro forma Statement of Operations for the Six Months Ended June 30, 2021 to include a column for Global Gaming (i.e. Mexican Acquisitions) pursuant to Rule 8-05 of Regulation S-X.

Response: The Company has revised
the disclosure on page 175 of the Amended Registration Statement in accordance with the Staff’s comment.

Financial Statements – AutoLotto

Note 3. Business Combination, page F-61

    9.
    Please expand the disclosure to include all disclosures required pursuant to ASC 805-10-50-2, including supplemental pro forma information of revenues and net earnings/loss as though the business combination had occurred as of the beginning of the comparable annual reporting period, that is, January 1, 2021.

Response: The Company has revised
the disclosure on pages [_] and [_] of the Amended Registration Statement in accordance with the Staff’s comment.

    10.
    Please also provide us with an analysis that supports your determination as to whether the acquisition of Global Gaming by AutoLotto constituted a significant acquisition to AutoLotto and provide any financial statements of Global Gaming required pursuant to Rule 8-04 of Regulation S-X.

Response: The Company respectfully
advises the Staff that based on the Company’s analysis of the significance tests set forth in rule in Rule 1-02(w) of Regulation
S-X (“Rule 1-02(w)”), AutoLotto’s acquisition of Global Gaming did not exceed the relevant 20% threshold on any of the
three significance tests set forth in Rule 1-02(w), namely the asset test, the investment test or the income test. For purposes for applying
these tests, the Company used AutoLotto’s and Global Gaming’s most recently completed fiscal years end (December 31, 2020).
The significance tests calculations were as follows:

 ● Asset test: As of December 31, 2020, Global Gaming had total assets of approximately $366,529 and AutoLotto has total assets of $50,732,099.
AutoLotto’s interest in Global Gaming’s total assets represents approximately 1.2% of AutoLotto’s total assets as of
December 31, 2020.

 ● Investment test: As AutoLotto’s common shares are not publicly
traded, the Company evaluated the GAAP purchase price, i.e., the consideration transferred, including the fair value of contingent
consideration and excluding acquisition related costs, as compared to AutoLotto’s consolidated total assets as of December 31, 2020.
The consideration transferred was approximately $9,852,404, resulting in a significance under the investment test of approximately 19.66%
of AutoLotto’s total assets of $50,732,099 as of December 31, 2020.

 ● Income test: There are two prongs to the income test, a revenue prong
and a pre-tax income prong, both of which must exceed 20% in order for an acquisition or probable acquisition to be deemed significant
under Rule 1-02(w). For the fiscal year ended December 31, 2020, Global Gaming generated $141,526 of income from continuing operations
before income taxes and cumulative effect of a change in accounting principles (after intercompany eliminations) (“pre-tax income”)
and AutoLotto had a net loss before taxes of $5,811,863. Using absolute values, AutoLotto’s share of Global Gaming’s pre-tax
income, calculated as $141,526 divided by $5,811,863, equals approximately 2.4% of AutoLotto’s loss from continuing operations before
income taxes in the relevant period. Because the pre-tax income prong was lower than 20%, the revenue prong of the income test need not
be applied.

Based on the above assessment, the acquisition
of Global Gaming is not considered significant for purposes of Rule 1-02(w) and therefore the Company did not provide separate financial
statements of Global Gaming in the Amended Registration Statement. The Company advises the Staff that because the acquisition closed in
June 2021, the acquisition of Global Gaming is reflected in AutoLotto’s unaudited financial statements for the six months ended
June 30, 2021 included in the Amended Registration Statement.

Annex D - Form of Proxy Card, page D-1

    11.
    Please ensure the preliminary proxy card identifies each proposal. In this regard, it appears that the Charter Proposal should be added. In addition, please clarify that the Advisory Proposals are seeking advisory votes.

Response: The Company has revised
the preliminary proxy card in accordance with the Staff’s comment.

_________________________________________________________

    3

Please do not hesitate to contact David J, Levine
at (212) 407-4923 or Mitchell Nussbaum at (212) 407-4159 of Loeb & Loeb LLP or Elliott M. Smith, Esq. at (212) 819-7644 of White &
Case LLP with any questions or comments regarding this letter.

    Sincerely,

    /s/ Loeb & Loeb LLP

    Loeb & Loeb LLP

cc:

Vadim Komissarov

Trident Acquisitions Corp.

Tony DiMatteo

AutoLotto, Inc.

4

United States securities and exchange commission logo
October 1, 2021
Vadim Komissarov
Chief Executive Officer
Trident Acquisitions Corp.
One Liberty Plaza
165 Broadway St, 23rd Floor
New York, NY 10006
Re:Trident Acquisitions Corp.
Amendment No. 2 to Registration Statement on Form S-4
Filed September 20, 2021
File No. 333-257734
Dear Mr. Komissarov:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our August 23, 2021 letter.
Amendment No. 2 to Form S-4 filed September 20, 2021
Questions and Answers about the Proposals
When is the deadline to consummate the Business Combination?, page xiv
1.Please update your disclosure here and throughout to reflect the latest extension of the
deadline to consummate the business combination, or December 1, 2021.

 FirstName LastNameVadim Komissarov
 Comapany NameTrident Acquisitions Corp.
 October 1, 2021 Page 2
 FirstName LastName
Vadim Komissarov
Trident Acquisitions Corp.
October 1, 2021
Page 2
Risk Factors
Dependence on Third Parties Risks
Our ability to acquire lottery game in certain jurisdictions..., page 44
2.Please revise to disclose the term and termination provisions of the Services Agreement
with Master Goblin Games, LLC.
Proposal No. 1 - The Business Combination Proposal
Background of the Merger, page 85
3.We note your response to prior comment 3. Please revise to also disclose the trust funds
remaining after the extension to June 1, 2021 that was approved on February 26, 2021.
4.We note that, on August 31, 2021, the TDAC Board approved the extension of the date by
which TDAC has to complete a business combination for an additional three months to
December 1, 2021; however, you disclose that Nasdaq’s Hearings Panel granted TDAC’s
request for continued listing on Nasdaq subject to the condition that TDAC completes its
Business Combination on or before October 29, 2021. Please disclose what consideration
the TDAC Board gave to Nasdaq's Hearings Panel's conditions in approving the extended
date to December 1, 2021.
Material U.S. Federal Income Tax Considerations
U.S. Federal Income Tax Consequences of the Business Combination to U.S. Holders of
Lottery.com securities, page 125
5.You disclose on page 125 that neither party makes any representations or assurances
regarding the tax treatment of the merger, including whether the merger qualifies for the
Intended Tax Treatment; however, you disclose on page xi under the Q&A Will U.S.
Holders of Lottery.com Shares or Lottery.com warrants be subject to U.S. federal income
tax on the Common Stock or Public Warrants received in the Business Combination? that,
"subject to limitations and qualifications [in the later section of the proxy
statement/prospectus discussing the material tax consequences], the Business
Combination is generally intended to be tax-deferred to U.S. Holders...of Lottery.com
Shares or Lottery.com warrants for U.S. federal income tax purposes."  Please provide an
opinion to support this representation.  If there is significant doubt about the tax
consequences of the transaction and counsel cannot give a "will" opinion, counsel may
issue a “should” or “more likely than not” opinion or state they are unable to opine.  You
should revise the Q&A, summary, risk factors and this section of the prospectus to reflect
counsel's opinion or inability to opine.  For guidance, please refer to Section III.C.4 of CF
Staff Legal Bulletin No. 19.

 FirstName LastNameVadim Komissarov
 Comapany NameTrident Acquisitions Corp.
 October 1, 2021 Page 3
 FirstName LastName
Vadim Komissarov
Trident Acquisitions Corp.
October 1, 2021
Page 3
Lottery.com Management's Discussion and Analysis of Financial Condition and Results of
Operations, page 153
6.We note your revised disclosure highlighting the company’s performance metrics. Please
revise to provide the following information concerning each metric: (i) a clear definition
of the metric and how it is calculated, (ii) the reasons the metric is useful to investors, (iii)
how management uses the metric in managing or monitoring the performance of the
business, and (iv) whether there are underlying estimates or assumptions that are
necessary to understanding the metric or calculation. In addition, please quantify the
metrics for each period presented. For additional guidance, refer to SEC Release No. 33-
10751.
Results of Operations, page 154
7.Please expand the discussion of revenues on pages 155 and 156 to explain the nature of
the revenue contract, such as the nature of the services provided and whether you expect
any continuing impact or whether this was a one-time contract.
Unaudited Pro Forma Condensed Combined Financial Information, page 175
8.We note that AutoLotto acquired Global Gaming in June 2021.  Please revise the pro
forma Statement of Operations for the Six Months Ended June 30, 2021 to include a
column for Global Gaming (i.e. Mexican Acquisitions) pursuant to Rule 8-05 of
Regulation S-X.
Financial Statements - AutoLotto
Note 3. Business Combination, page F-61
9.Please expand the disclosure to include all disclosures required pursuant to ASC 805-10-
50-2, including supplemental pro forma information of revenues and net earnings/loss as
though the business combination had occurred as of the beginning of the comparable
annual reporting period, that is, January 1, 2021.
10.Please also provide us with an analysis that supports your determination as to whether the
acquisition of Global Gaming by AutoLotto constituted a significant acquisition to
AutoLotto and provide any financial statements of Global Gaming required pursuant to
Rule 8-04 of Regulation S-X.
Annex D - Form of Proxy Card, page D-1
11.Please ensure the preliminary proxy card identifies each proposal. In this regard, it appears
that the Charter Proposal should be added. In addition, please clarify that the Advisory
Proposals are seeking advisory votes.

 FirstName LastNameVadim Komissarov
 Comapany NameTrident Acquisitions Corp.
 October 1, 2021 Page 4
 FirstName LastName
Vadim Komissarov
Trident Acquisitions Corp.
October 1, 2021
Page 4
            You may contact Claire DeLabar, Senior Staff Accountant, at 202-551-3349 or Robert
Littlepage, Accounting Branch Chief, at 202-551-3361 if you have questions regarding
comments on the financial statements and related matters. Please contact Alexandra Barone,
Staff Attorney, at 202-551-8816 or Kathleen Krebs, Senior Counsel, at (202) 551-3350 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Mitchell S. Nussbaum

CORRESP
1
filename1.htm

    345
                           Park Avenue

    New
    York,

    NY 10154-1895

    Direct 212.407.4000

    Main 212.407.4000

    Fax 212.407.4990

Via
Edgar

September
17, 2021

Division
of Corporation Finance

U.S. Securities & Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

    Attention:
    Alexandra
    Barone

    Larry
    Spirgel

    Robert
    Littlepage

    Claire
    DeLabar

    Re:
    Trident
    Acquisitions Corp.

    Amendment No. 1 to Registration Statement on Form S-4

    Filed August 12, 2021

    File No. 333-257734

Dear
Mr. Spirgel:

On behalf of Trident Acquisitions Corp. (the “Company”),
we are hereby responding to the letter, dated August 23, 2021 (the “Comment Letter”), from the staff (the “Staff”)
of the U.S. Securities and Exchange Commission, regarding the Company’s Amendment No. 1 to Registration Statement on Form S-4, File
No. 333-257734 (the “Registration Statement”). In response to the Comment Letter and to update certain information
in the Registration Statement, the Company is filing an amendment to the Registration Statement (the “Amended Registration
Statement”) with the Commission today.

Form
S-4/A filed August 12, 2021

Summary

Interests
of Certain Persons in the Business Combination, page 5

 1. We
note your response to prior comment 7. Please explain how these cash contributions present a conflict of interest to TDAC’s directors
and officers.

Response: The Company has revised the disclosure on pages 5 and 93 of the Amended
Registration Statement in accordance with the Staff’s comment.

 2. Please
clarify exactly how the TDAC board considered the TDAC directors and officers' conflicts of interests in negotiating and recommending
the Business Combination.

Response: The Company has revised
the disclosure on pages 5 and 93 of the Amended Registration Statement in accordance with the Staff’s comment.

Proposal
No. 1 - The Business Combination Proposal

Background
of the Merger, page 80

 3. We
note your response to prior comment 13. Please revise to disclose the trust funds remaining after each extension. Also, please expand
your disclosure to include the consideration, if any, the TDAC board gave to the fact that TDAC would not meet the Nasdaq listing requirement
to consummate a business combination within 36 months of the effectiveness of its IPO registration statement.

Response: The Company has revised
the disclosure on pages 83 and 86 of the Amended Registration Statement in accordance with the Staff’s comment.

Certain
Lottery.com Projected Financial Information, page 86

    4.
    We
        note your response to prior comment 16. Consider also including this explanatory footnote in the section entitled “Unaudited
        Pro Forma Condensed Combined Financial Information.”

Response:
The Company has revised the disclosure on page 175 of the Amended
Registration Statement in accordance with the Staff’s comment.

Lottery.com
Management's Discussion and Analysis of Financial Condition and Results of

Operations,
page 150

    5.
    We
        note your response to prior comment 19. Please disclose the financial metrics in the filing.

Response:
The Company has revised the disclosure on page 153 of the
Amended Registration Statement in accordance with the Staff’s comment.

Financial
Statements - AutoLotto, Inc., page F-51

    6.
    Please
        file an updated consent from the independent accountants of AutoLotto, Inc. in the next amendment.

Response: The Company has filed
the updated consent of Armanino LLP, independent accountants of AutoLotto, as exhibit 23.1 to the Amended Registration Statement in accordance
with the Staff’s comment.

Note
4. Intangible Assets, net, page F-60

    7.
    We note
        in the disclosure on page F-61 that you issued a convertible note in the amount of $12,500,000 for the right to acquire assets
        of a third party.  Please expand the disclosure to explain in detail how you determined that this right constitutes an intangible
        asset prior to the acquisition of the asset, how you would evaluate impairment of such an intangible asset and the
        terms of the agreement, such as the date the agreement expires and any other material terms.  Please supplementally explain
        to us the reason you believe that this should be recorded as an asset rather than expensed.

Response:
The Company has revised the disclosure on page F-64 of the Amended Registration
Statement in accordance with the Staff’s comment to further clarify that AutoLotto issued the convertible note specifically for
the non-exclusive license agreement. The non-exclusive license has future economic value to AutoLotto and has been recorded as an asset
instead of an expense. Furthermore, since the non-exclusive license is for software, we recorded it as an intangible asset. In assessing
the impairment of this asset, AutoLotto would consider the impairment indicators described in Note 2 on page F-59.

Note
5. Notes Payable and Convertible Debt, page F-62

    8.
    We
        note that the parties executed an amendment that updated the maturity date of Series B Notes to December 21, 2021. Please
        expand the disclosure to include the date that the amendment was executed.  Please revise the disclosure on page 158 accordingly.

Response:
The Company has revised the disclosure on pages 160, F-67 and F-88 of the
Amended Registration Statement in accordance with the Staff’s comment.

Note
11. Related Party Transactions, page F-67

    9.
    We
        note in the revised disclosure that you will benefit from any positive net income of Master Goblin in that your reimbursement
        obligation will be reduced in the event of Master Goblin experiences positive net income.  Please tell us how you considered
        the guidance in ASC 810-10-15 regarding whether your relationship with Master Goblin constitutes a VIE, as it appears that
        you may be the primary beneficiary of the operations of Master Goblin.

Response: The
Company respectfully advises that AutoLotto has considered the relevant guidance and has determined that it is not the primary beneficiary
of the operations of Master Goblin. AutoLotto currently has a services agreement with Master Goblin (the “Services Agreement”),
which is wholly owned by Ryan Dickinson, an officer of AutoLotto. This agreement does not provide AutoLotto with a controlling financial
interest in Master Goblin based on the criteria identified in ASC 810-10-25-38A and related paragraphs. Specifically, AutoLotto evaluates
whether it has both (i) an obligation to absorb losses or receive benefits from Master Goblin that could potentially be significant to
Master Goblin (the “losses / benefits criterion”) and (ii) the power to direct the activities of Master Goblin that most significantly
affect Master Goblin’s economic performance based on an evaluation of the characteristics of its variable interests and other involvement
with Master Goblin (the “power criterion”). The identification of the activities that most significantly impact Master Goblin’s
economic performance, as well as the party that control those activities, inherently requires judgement and assumptions.

    2

Pursuant to the Service Agreement,
Master Goblin is authorized and approved by AutoLotto to incur up to $100,000 in initial expenses per location for the commencement of
operations at each location, including, without limitation, tenant improvements, furniture, inventory, fixtures and equipment, security
and lease deposits, and licensing and filing fees. Similarly, pursuant to the terms of the Services Agreement, AutoLotto has agreed to
reimburse Master Goblin for certain monthly expenses up to a cap of $5,000 per location for actually incurred lease expenses. To the extent
Master Goblin has a positive net income in any month, exclusive of the sale of lottery games, the amount of the reimbursed expenses is
reduced commensurately and any remaining excess net income is for the benefit of the owners of Master Goblin, and such net income reduces
or eliminates such reimbursable expenses. AutoLotto is not required to absorb any losses or receive any benefits from Master Goblin that
could be potentially significant to Master Goblin. As such, AutoLotto determined that it did not satisfy the losses/benefits criterion.

AutoLotto has no control
over the management of Master Goblin, its business operations or distribution channels. As such, AutoLotto does not have the power to
direct the activities that are most significant to the economic success of Master Goblin and so it does not satisfy the power criterion.

Because AutoLotto’s
arrangement with Master Goblin did not meet either the losses/benefits criterion or the power criterion, it determined that it was not
the primary beneficiary of Master Goblin.

Note
13. Subsequent Events, page F-95

    10.
    We
        note that in February 2021 you terminated an agreement with Playsino, Inc. and incurred a settlement cost satisfied by the issuance
        of Series B notes.  Based on the statement of operations for the three months ended March 31, 2021, it does not appear that
        you expensed this settlement cost during the period.  Please revise to expense this cost or expand the disclosure
        to clearly explain the basis for not recording an expense in the period the agreement was terminated.

Response: The Company
respectfully advises that on February 15, 2021, AutoLotto terminated an agreement with Playsino Inc. (“Playsino”) to
pursue a business combination with Trident. The terminated agreement had a surviving non-exclusive license agreement, in connection
with which AutoLotto issued Series B notes to Playsino amounting to $12.45 million. As the payment was specifically in exchange
for the surviving non-exclusive license agreement, AutoLotto accounted for the transaction as an intangible asset under ASC 350
“Intangibles - Goodwill and Other”. It is treated as an asset and not as expense because AutoLotto will continue to
utilize and benefit from the non-exclusive license over the 5 year term of the agreement. The Company has revised the disclosure on
pages F-64 and F-98 of the Amended Registration Statement to clarify this position.

Exhibits

    11.
    We
note the form of preliminary proxy card filed as Exhibit 99.1. Please note that the form of proxy should be filed as an appendix
to the proxy statement rather than an exhibit to the registration statement. Refer to Note to paragraph (a)(3) of Exchange Act Rule 14a-4.

Response:
The Company has filed the preliminary proxy card as Annex D to the
Amended Registration Statement in accordance with the Staff’s comment.

_________________________________________________________

Please
do not hesitate to contact David J, Levine at (212) 407-4923 or Mitchell Nussbaum at (212) 407-4159 of Loeb & Loeb LLP or Elliott
M. Smith, Esq. at (212) 819-7644 of White & Case LLP with any questions or comments regarding this letter.

    Sincerely,

    /s/
    Loeb & Loeb LLP

    Loeb & Loeb LLP

cc:

Vadim
Komissarov

Trident
Acquisitions Corp.

Tony
DiMatteo

AutoLotto,
Inc.

3

United States securities and exchange commission logo
August 23, 2021
Vadim Komissarov
Chief Executive Officer
Trident Acquisitions Corp.
One Liberty Plaza
165 Broadway St, 23rd Floor
New York, NY 10006
Re:Trident Acquisitions Corp.
Amendment No. 1 to Registration Statement on Form S-4
Filed August 12, 2021
File No. 333-257734
Dear Mr. Komissarov:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our August 6, 2021 letter.
Form S-4/A filed August 12, 2021
Summary
Interests of Certain Persons in the Business Combination, page 5
1.We note your response to prior comment 7. Please explain how these cash contributions
present a conflict of interest to TDAC’s directors and officers.
2.Please clarify exactly how the TDAC board considered the TDAC directors and officers'
conflicts of interests in negotiating and recommending the Business Combination.

 FirstName LastNameVadim Komissarov
 Comapany NameTrident Acquisitions Corp.
 August 23, 2021 Page 2
 FirstName LastName
Vadim Komissarov
Trident Acquisitions Corp.
August 23, 2021
Page 2
Proposal No. 1 - The Business Combination Proposal
Background of the Merger, page 80
3.We note your response to prior comment 13. Please revise to disclose the trust funds
remaining after each extension. Also, please expand your disclosure to include the
consideration, if any, the TDAC board gave to the fact that TDAC would not meet the
Nasdaq listing requirement to consummate a business combination within 36 months of
the effectiveness of its IPO registration statement.
Certain Lottery.com Projected Financial Information, page 86
4.We note your response to prior comment 16. Consider also including this explanatory
footnote in the section entitled “Unaudited Pro Forma Condensed Combined Financial
Information.”
Lottery.com Management's Discussion and Analysis of Financial Condition and Results of
Operations, page 150
5.We note your response to prior comment 19. Please disclose the financial metrics in the
filing.
Financial Statements - AutoLotto, Inc., page F-51
6.Please file an updated consent from the independent accountants of AutoLotto, Inc. in the
next amendment.
Note 4. Intangible Assets, net, page F-60
7.We note in the disclosure on page F-61 that you issued a convertible note in the amount of
$12,500,000 for the right to acquire assets of a third party.  Please expand the disclosure to
explain in detail how you determined that this right constitutes an intangible asset prior to
the acquisition of the asset, how you would evaluate impairment of such an intangible
asset and the terms of the agreement, such as the date the agreement expires and any other
material terms.  Please supplementally explain to us the reason you believe that this
should be recorded as an asset rather than expensed.
Note 5. Notes Payable and Convertible Debt, page F-62
8.We note that the parties executed an amendment that updated the maturity date of Series B
Notes to December 21, 2021.  Please expand the disclosure to include the date that the
amendment was executed.  Please revise the disclosure on page 158 accordingly.
Note 11. Related Party Transactions, page F-67
9.We note in the revised disclosure that you will benefit from any positive net income of
Master Goblin in that your reimbursement obligation will be reduced in the event of
Master Goblin experiences positive net income.  Please tell us how you considered the

 FirstName LastNameVadim Komissarov
 Comapany NameTrident Acquisitions Corp.
 August 23, 2021 Page 3
 FirstName LastName
Vadim Komissarov
Trident Acquisitions Corp.
August 23, 2021
Page 3
guidance in ASC 810-10-15 regarding whether your relationship with Master Goblin
constitutes a VIE, as it appears that you may be the primary beneficiary of the operations
of Master Goblin.
Note 13. Subsequent Events, page F-95
10.We note that in February 2021 you terminated an agreement with Playsino, Inc. and
incurred a settlement cost satisfied by the issuance of Series B notes.  Based on the
statement of operations for the three months ended March 31, 2021, it does not appear that
you expensed this settlement cost during the period.  Please revise to expense this cost or
expand the disclosure to clearly explain the basis for not recording an expense in the
period the agreement was terminated.
Exhibits
11.We note the form of preliminary proxy card filed as Exhibit 99.1. Please note that the
form of proxy should be filed as an appendix to the proxy statement rather than an exhibit
to the registration statement. Refer to Note to paragraph (a)(3) of Exchange Act Rule 14a-
4.
            You may contact Claire DeLabar, Senior Staff Accountant, at 202-551-3349 or
Robert Littlepage, Accounting Branch Chief, at 202-551-3361 if you have questions
regarding comments on the financial statements and related matters. Please contact Alexandra
Barone, Staff Attorney, at 202-551-8816 or Larry Spirgel, Office Chief, at (202) 551-3815 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Mitchell S. Nussbaum

CORRESP
1
filename1.htm

    345 Park Avenue

    New York,

    NY 10154-1895

    Direct
    212.407.4000

Main 212.407.4000

Fax 212.407.4990

Via Edgar

August 12, 2021

Division of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Attention: Alexandra Barone

Kathleen Krebs

Robert Littlepage

Claire DeLabar

 Re: Trident Acquisitions
                                            Corp.

                                            Registration Statement on Form S-4

                                            Filed July 7, 2021

                                            File No. 333-257734

Dear Ms. Krebs:

On behalf of Trident Acquisitions Corp. (the “Company”),
we are hereby responding to the letter, dated August 6, 2021 (the “Comment Letter”), from the staff (the “Staff”)
of the U.S. Securities and Exchange Commission, regarding the Company’s Registration Statement on Form S-4, File No. 333-257734
(the “Registration Statement”). In response to the Comment Letter and to update certain information in the
Registration Statement, the Company is filing an amendment to the Registration Statement (the “Amended Registration Statement”)
with the Commission today.

Registration Statement on Form S-4

Questions and Answers About The Proposal, page vii

 1. Please provide Q&As regarding the following:

 ● The current deadline
                                            to consummate a business combination, including a discussion of the original deadline and
                                            the number of extensions made to that deadline;

 ● The current number of
                                            TDAC public shares outstanding following redemptions in connection with the multiple extensions
                                            to the deadline to consummate a business combination;

U.S. Securities and Exchange Commission

August 12, 2021.

Page 2

 ● The original amount
                                            deposited in the trust account following the IPO and the current balance of the trust account
                                            following the redemptions in connection with the multiple extensions to the deadline;

 ● That TDAC is currently
                                            not in compliance with the listing standards of Nasdaq for acquisition companies because
                                            it did not complete a business combination within 36 months of the effectiveness of its IPO
                                            registration statement, disclosing the required date and the potential consequences of not
                                            meeting this listing standard;

 ● The maximum number of
                                            public shares that can be redeemed that will meet the condition that TDAC have at least $5,000,001
                                            of net tangible assets remaining immediately after the closing; and

 ● The impact on non-redeeming
                                            shareholders of past shareholder redemptions and shareholder redemptions in connection with
                                            the vote on the Business Combination Proposal. For example, disclose that redeeming shareholders
                                            retain their warrants. Quantify the value of the warrants, based on recent trading prices,
                                            that have been and may be retained by redeeming stockholders and identify any material resulting
                                            risks.

Response: The Company has revised the disclosure on pages vii, x, xiii, xiv, and xv
of the Amended Registration Statement in accordance with the Staff’s comment. For the Staff’s information, the maximum number
of public shares that can be redeemed (the “Maximum Share Redemption Amount”) that will meet the condition for
the closing of the Business Combination that the Company have at least $5,000,001 of net tangible assets remaining immediately after the
closing is 3,639,000 shares. The Company will accordingly include a Q&A on the Maximum Share Redemption Amount in the next amendment
to the Registration Statement.

What vote is required to approve the Proposals?, page vii

 2. Disclose the number and percentage of TDAC public shares that would be
                                            required to approve the Business Combination Proposal assuming (i) all outstanding shares
                                            are present and voting, and (ii) only a quorum of shares is present.

Response: The Company has revised the disclosure on page vii of the Amended Registration
Statement in accordance with the Staff’s comment.

Summary, page 1

 3. Please disclose all possible sources and extent of dilution that shareholders
                                            who elect not to redeem their shares may experience in connection with the business combination.
                                            Provide disclosure of the impact of each significant source of dilution, including the amount
                                            of equity to be held by Lottery.com stockholders, TDAC initial stockholders and TDAC public
                                            shareholders, warrants retained by redeeming shareholders and earnout shares, at minimum
                                            and maximum redemption levels, including any needed assumptions.

Response: The Company has revised the
disclosure on page 6 of the Amended Registration Statement in accordance with the Staff’s comment.

U.S. Securities and Exchange Commission

August 12, 2021.

Page 3

Interests of Certain Persons in the Business Combination, page 5

 4. Please highlight the risk that the TDAC Founder Holders and initial stockholders
                                            will benefit from the completion of a business combination and may be incentivized to complete
                                            an acquisition of a less favorable target company or on terms less favorable to shareholders
                                            rather than liquidate.

Response: The Company has revised the disclosure on pages 6 and 94 of the Amended
Registration Statement in accordance with the Staff’s comment.

 5. Please clarify if the TDAC Founder Holders and initial stockholders can
                                            earn a positive rate of return on their investment, even if other TDAC shareholders experience
                                            a negative rate of return in the post-business combination company.

Response: The Company has revised the disclosure on pages 6 and 94 of the Amended
Registration Statement in accordance with the Staff’s comment.

 6. Please separately disclose the conflicts of interest of TDAC’s directors
                                            and officers and Lottery.com’s directors and officers.

Response: The Company has revised the disclosure on pages 5 and 93 of the Amended
Registration Statement in accordance with the Staff’s comment.

 7. Please quantify the amount of cash contributions made by TDAC and by its
                                            insiders in connection with extension of the deadline to complete a business combination.
                                            Explain how the cash contributions made by TDAC would present a conflict of interest to TDAC’s
                                            directors and officers.

Response: The Company has revised the disclosure on pages 5 and 93 of the Amended
Registration Statement in accordance with the Staff’s comment.

 8. Please quantify the value of the 4,000,000 earn-out shares.

Response: The Company has revised the disclosure on pages 5 and 94 of the Amended
Registration Statement in accordance with the Staff’s comment.

U.S. Securities and Exchange Commission

August 12, 2021.

Page 4

 9. Please include the current value of loans extended, fees due, and out-of-pocket
                                            expenses for which the Founder Holders, their affiliates and officers and directors are awaiting
                                            reimbursement.

Response: The Company has revised the disclosure on pages 5 and 93 of the Amended
Registration Statement in accordance with the Staff’s comment.

 10. Please clarify how the TDAC board considered these conflicts in negotiating
                                            and recommending the business combination.

Response: The Company has revised the disclosure on pages 5 and 93 of the Amended
Registration Statement in accordance with the Staff’s comment.

Risk Factors

Risks Related to TDAC’s Business and the Business Combination, page 51

 11. Disclose the material risks to unaffiliated investors presented by taking
                                            Lottery.com public through a merger rather than an underwritten offering. These risks could
                                            include the absence of due diligence conducted by an underwriter that would be subject to
                                            liability for any material misstatements or omissions in a registration statement.

Response: The Company has revised the disclosure on page 58 of the Amended Registration
Statement in accordance with the Staff’s comment.

Proposal No. 1 - The Business Combination Proposal

Background of the Merger, page 77

 12. Please discuss the extent to which TDAC or its affiliates engaged in any
                                            substantive contacts and negotiations with potential business combination targets between
                                            its IPO and November 7, 2020, when it became aware of Lottery.com as a potential target.

Response: The Company has revised the
disclosure on page 81 of the Amended Registration Statement in accordance with the Staff’s comment.

 13. Please discuss each time the TDAC board determined to solicit a shareholder
                                            vote to extend the deadline to consummate a business combination. Disclose the outcome of
                                            the shareholder votes, including the amount of redemptions, additional deposits made by TDAC
                                            or any of its affiliates to the Trust Account in connection with these extensions, and the
                                            amount of public shares and trust funds remaining after each extension. Disclose what consideration
                                            the TDAC board gave to the fact that TDAC would not meet the Nasdaq listing requirement to
                                            consummate a business combination within 36 months of the effectiveness of its IPO registration
                                            statement.

Response: The Company has revised the disclosure on page 86 of the Amended
Registration Statement in accordance with the Staff’s comment.

U.S. Securities and Exchange Commission

August 12, 2021.

Page 5

 14. Expand your disclosure of the parties’ negotiations of the business
                                            combination and related agreements to discuss the specific, material terms proposed in the
                                            letters of intent, drafts of the merger agreement, and related transactions, the terms and
                                            conditions of the final merger agreement, the determination of the final structure of the
                                            proposed transaction, and the ultimate amount and form of consideration.

Response: The Company has revised the
disclosure on page 84 of the Amended Registration Statement in accordance with the Staff’s comment.

Certain Lottery.com Projected Financial Information, page 80

 15. We note that you have included eight opportunities for strategic mergers
                                            and acquisitions in the projections which are projected to close through 2023. Please expand
                                            the disclosure to include the assumptions underlying your conclusion that it is appropriate
                                            to include these strategic mergers and acquisitions in your projections.

Response: The Company has revised the
disclosure on page 88 of the Amended Registration Statement in accordance with the Staff’s comment.

 16. It appears the Lottery.com projections may have been prepared in 2021.
                                            Please explain why the projections show 2020 revenues of $11 million when 2020 revenues were
                                            $7.5 million.

Response: The Company has revised the
disclosure on page 88 of the Amended Registration Statement in accordance with the Staff’s comment.

Material U.S. Federal Income Tax Considerations, page 115

 17. The Business Combination Agreement and other disclosure indicates that
                                            the parties intend for the merger to be tax free to certain U.S. holders pursuant to Section
                                            368(a) of the Internal Revenue Code. Please include an opinion of counsel that supports this
                                            conclusion. See Item 601(b)(8) of Regulation S-K and our Staff Legal Bulletin No. 19.

Response: The Company will address the Staff’s comment in the next amendment
to the Registration Statement.

U.S. Securities and Exchange Commission

August 12, 2021.

Page 6

Business of Lottery.com

Our Company

Overview, page 124

 18. We note that you state that you intend to execute on strategic acquisitions
                                            and other synergistic opportunities. We also note on page 135 that you have identified as
                                            potential acquisition candidates businesses that operate in jurisdictions with sizable TAM.
                                            Please expand the disclosure here and elsewhere throughout the document wherever you mention
                                            such intentions, such as on pages 131, 135, 143, 146, 151, F-73, to clarify whether you have
                                            any acquisitions that are probable of occurring and whether you have any negotiations or
                                            letters of intent or agreements for acquisitions at this time that may be significant in
                                            the aggregate.

Response: The Company has revised the disclosure on pages 50, 131, 138, 141, 142,
150, 153, 158 and F-74 of the Amended Registration Statement in accordance with the Staff’s comment.

Lottery.com Management’s Discussion and Analysis of Financial
Condition and Results of Operations, page 143

 19. Tell us whether there are any financial metrics used by Lottery.com’s
                                            management to evaluate financial performance.

Response: The Company respectfully advises
that Lottery.com’s management uses the following financial metrics to evaluate financial performance:

Revenue metrics:

 ● Total
                                            number of weekly transactions/revenue

 ● Average
                                            number of lottery games purchased in one transaction

 ● Total
                                            12 month rolling revenue

 ● Average
                                            Annualized Revenue per user

 ● Number
                                            of monthly active users (those making at least one transaction)

Cost metrics:

 ● Average
                                            annualized Gross margin per user

 ● Mo

United States securities and exchange commission logo
August 6, 2021
Vadim Komissarov
Chief Executive Officer
Trident Acquisitions Corp.
One Liberty Plaza,
165 Broadway St, 23rd Floor,
165 Broadway St, 23rd Floor, New York, NY 10006
Re:Trident Acquisitions Corp.
Registration Statement on Form S-4
Filed July 7, 2021
File No. 333-257734
Dear Mr. Komissarov:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Registration Statement on Form S-4
Questions and Answers About The Proposal, page vii
1.Please provide Q&As regarding the following:
•The current deadline to consummate a business combination, including a discussion
of the original deadline and the number of extensions made to that deadline;
•The current number of TDAC public shares outstanding following redemptions in
connection with the multiple extensions to the deadline to consummate a business
combination;
•The original amount deposited in the trust account following the IPO and the current
balance of the trust account following the redemptions in connection with the
multiple extensions to the deadline;

 FirstName LastNameVadim Komissarov
 Comapany NameTrident Acquisitions Corp.
 August 6, 2021 Page 2
 FirstName LastNameVadim Komissarov
Trident Acquisitions Corp.
August 6, 2021
Page 2
•That TDAC is currently not in compliance with the listing standards of Nasdaq for
acquisition companies because it did not complete a business combination within 36
months of the effectiveness of its IPO registration statement, disclosing the required
date and the potential consequences of not meeting this listing standard;
•The maximum number of public shares that can be redeemed that will meet the
condition that TDAC have at least $5,000,001 of net tangible assets remaining
immediately after the closing; and
•The impact on non-redeeming shareholders of past shareholder redemptions and
shareholder redemptions in connection with the vote on the Business Combination
Proposal.  For example, disclose that redeeming shareholders retain their warrants.
Quantify the value of the warrants, based on recent trading prices, that have been and
may be retained by redeeming stockholders and identify any material resulting risks.
What vote is required to approve the Proposals?, page vii
2.Disclose the number and percentage of TDAC public shares that would be required to
approve the Business Combination Proposal assuming (i) all outstanding shares are
present and voting, and (ii) only a quorum of shares is present.
Summary, page 1
3.Please disclose all possible sources and extent of dilution that shareholders who elect not
to redeem their shares may experience in connection with the business combination.
Provide disclosure of the impact of each significant source of dilution, including the
amount of equity to be held by Lottery.com stockholders, TDAC initial stockholders and
TDAC public shareholders, warrants retained by redeeming shareholders and earnout
shares, at minimum and maximum redemption levels, including any needed assumptions.
Interests of Certain Persons in the Business Combination, page 5
4.Please highlight the risk that the TDAC Founder Holders and initial stockholders will
benefit from the completion of a business combination and may be incentivized to
complete an acquisition of a less favorable target company or on terms less favorable to
shareholders rather than liquidate.
5.Please clarify if the TDAC Founder Holders and initial stockholders can earn a positive
rate of return on their investment, even if other TDAC shareholders experience a negative
rate of return in the post-business combination company.
6.Please separately disclose the conflicts of interest of TDAC’s directors and officers and
Lottery.com’s directors and officers.
7.Please quantify the amount of cash contributions made by TDAC and by its insiders in
connection with extension of the deadline to complete a business combination.  Explain
how the cash contributions made by TDAC would present a conflict of interest to TDAC’s
directors and officers.

 FirstName LastNameVadim Komissarov
 Comapany NameTrident Acquisitions Corp.
 August 6, 2021 Page 3
 FirstName LastName
Vadim Komissarov
Trident Acquisitions Corp.
August 6, 2021
Page 3
8.Please quantify the value of the 4,000,000 earn-out shares.
9.Please include the current value of loans extended, fees due, and out-of-pocket expenses
for which the Founder Holders, their affiliates and officers and directors are awaiting
reimbursement.
10.Please clarify how the TDAC board considered these conflicts in negotiating and
recommending the business combination.
Risk Factors
Risks Related to TDAC's Business and the Business Combination, page 51
11.Disclose the material risks to unaffiliated investors presented by taking Lottery.com
public through a merger rather than an underwritten offering. These risks could include
the absence of due diligence conducted by an underwriter that would be subject to liability
for any material misstatements or omissions in a registration statement.
Proposal No. 1 - The Business Combination Proposal
Background of the Merger, page 77
12.Please discuss the extent to which TDAC or its affiliates engaged in any substantive
contacts and negotiations with potential business combination targets between its IPO and
November 7, 2020, when it became aware of Lottery.com as a potential target.
13.Please discuss each time the TDAC board determined to solicit a shareholder vote to
extend the deadline to consummate a business combination. Disclose the outcome of the
shareholder votes, including the amount of redemptions, additional deposits made by
TDAC or any of its affiliates to the Trust Account in connection with these extensions,
and the amount of public shares and trust funds remaining after each extension.  Disclose
what consideration the TDAC board gave to the fact that TDAC would not meet the
Nasdaq listing requirement to consummate a business combination within 36 months of
the effectiveness of its IPO registration statement.
14.Expand your disclosure of the parties’ negotiations of the business combination and
related agreements to discuss the specific, material terms proposed in the letters of intent,
drafts of the merger agreement, and related transactions, the terms and conditions of the
final merger agreement, the determination of the final structure of the proposed
transaction, and the ultimate amount and form of consideration.
Certain Lottery.com Projected Financial Information, page 80
15.We note that you have included eight opportunities for strategic mergers and acquisitions
in the projections which are projected to close through 2023.  Please expand the disclosure
to include the assumptions underlying your conclusion that it is appropriate to include
these strategic mergers and acquisitions in your projections.

 FirstName LastNameVadim Komissarov
 Comapany NameTrident Acquisitions Corp.
 August 6, 2021 Page 4
 FirstName LastName
Vadim Komissarov
Trident Acquisitions Corp.
August 6, 2021
Page 4
16.It appears the Lottery.com projections may have been prepared in 2021.  Please explain
why the projections show 2020 revenues of $11 million when 2020 revenues were $7.5
million.
Material U.S. Federal Income Tax Considerations, page 115
17.The Business Combination Agreement and other disclosure indicates that the parties
intend for the merger to be tax free to certain U.S. holders pursuant to Section 368(a) of
the Internal Revenue Code. Please include an opinion of counsel that supports this
conclusion. See Item 601(b)(8) of Regulation S-K and our Staff Legal Bulletin No. 19.
Business of Lottery.com
Our Company
Overview, page 124
18.We note that you state that you intend to execute on strategic acquisitions and other
synergistic opportunities.  We also note on page 135 that you have identified as potential
acquisition candidates businesses that operate in jurisdictions with sizable TAM.  Please
expand the disclosure here and elsewhere throughout the document wherever you mention
such intentions, such as on pages 131, 135, 143, 146, 151, F-73, to clarify whether you
have any acquisitions that are probable of occurring and whether you have any
negotiations or letters of intent or agreements for acquisitions at this time that may be
significant in the aggregate.
Lottery.com Management's Discussion and Analysis of Financial Condition and Results of
Operations, page 143
19.Tell us whether there are any financial metrics used by Lottery.com’s management to
evaluate financial performance.
Lottery.com Management's Discussion and Analysis of Financial Condition...
Components of Our Results of Operations
Results of Operations, page 147
20.Please expand the discussion of revenue changes from period to period to include
separately quantifying changes due to price and volume of the various types of revenues.
Refer to Financial Reporting Codification section 501.04 for guidance.
Unaudited Pro Forma Condensed Combined Financial Information
Mexican Acquisitions, page 167
21.Please expand the disclosure to explain the methodology used to determine the Autolotto
share value as of June 30, 2021 of $2.01 used in the purchase consideration calculation.
Please also expand the disclosure in Note 2(A) on page 175 accordingly.

 FirstName LastNameVadim Komissarov
 Comapany NameTrident Acquisitions Corp.
 August 6, 2021 Page 5
 FirstName LastName
Vadim Komissarov
Trident Acquisitions Corp.
August 6, 2021
Page 5
Beneficial Ownership of Securities, page 188
22.Please disclose the natural person or persons who exercise the voting and/or dispositive
powers with respect to the securities owned by Polar Asset Management Partners Inc.
Financial Statements - AutoLotto Inc.
Note 2. Significant Accounting Policies
Revenue Recognition, page F-58
23.Please expand the accounting policy for data licensing revenue and other licensing
revenue to clarify that revenue from symbolic licenses are recognized over the term of the
agreement.  Please also revise the disclosure on page F-76 accordingly.
24.Please expand the disclosure to explain the basis for recognition of revenues on a gross
basis, i.e. the retail value of the game, focusing on your role in control of the assets in the
satisfaction of your performance obligations for lottery gaming revenues.
Note 4. Intangible Assets, net, page F-60
25.We note on the statement of cash flows that you purchased $3.05 million of intangible
assets with cash and $15.45 million through the issuance of convertible debt.  Please
expand the disclosure in Note 4 to provide sufficient detail to explain the increase from
December 31, 2020 to March 31, 2021 of $18.3 million.
Note 5. Notes Payable and Convertible Debt, page F-63
26.We note on page 151 that a portion of the Series B convertible promissory notes matured
on December 31, 2020 and you have verbally agreed with the noteholders to extend the
maturity of the notes pending a qualified financing that has not yet occurred.   Please
expand the disclosure to explain the basis for classification of these notes as current or
long-term.  If classified as long-term, tell us the basis for your belief that such
classification is appropriate.
Note 11. Related Party Transactions, page F-66
27.We note on page F-66 that you have agreed to payment or reimbursement of certain initial
and as-incurred expenses to a contractually capped limit, subject to offset by any of
Master Goblin's positive net income attributable on a per location basis.  Please expand
the disclosure to clarify the accounting for initial and as-incurred expenses and how the
offset of Master Goblin's positive net income is determined and recorded.  Please expand
the disclosure on page 142 accordingly.

 FirstName LastNameVadim Komissarov
 Comapany NameTrident Acquisitions Corp.
 August 6, 2021 Page 6
 FirstName LastName
Vadim Komissarov
Trident Acquisitions Corp.
August 6, 2021
Page 6
Note 13. Subsequent Events, page F-94
28.We note in February 2021 that you terminated an agreement with Playsino Inc. to pursue a
business combination and issued Series B notes to Playsino Inc. amounting to $12.4
million.  Please expand the disclosure to clarify the accounting treatment afforded to this
transaction.
            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.
            You may contact Claire DeLabar, Senior Staff Accountant, at 202-551-3349 or Robert
Littlepage, Accounting Branch Chief, at 202-551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Alexandra Barone,
Staff Attorney, at 202-551-8816 or Kathleen Krebs, Special Counsel, at 202-551-3350 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Mitchell S. Nussbaum

CORRESP
1
filename1.htm

Trident
Acquisitions Corp.

77 Water St, Fl 8

New York, NY 10005

May
24, 2018

VIA
EDGAR & TELECOPY

John Reynolds

Legal Branch Chief

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    RE:
    Trident Acquisitions Corp. (the “Company”)

    Registration Statement on Form S-1

    (File No. 333-223655) (the “Registration
    Statement”)

Dear
Mr. Reynolds:

The
Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness
of the Registration Statement so that such Registration Statement will become effective as of 4:00 p.m. on May 29, 2018, or as
soon thereafter as practicable.

The
Company hereby acknowledges that:

 • Should
                                         the Securities and Exchange Commission (the “Commission”) or the Staff, acting
                                         pursuant to delegated authority, declare the Registration Statement effective, it does
                                         not foreclose the Commission from taking any action with respect to the Registration
                                         Statement;

 • The
                                         action of the Commission or the Staff, acting pursuant to delegated authority, in declaring
                                         the Registration Statement effective, does not relieve the Company from its full responsibility
                                         for the adequacy and accuracy of the disclosure in the Registration Statement; and

 • The
                                         Company may not assert Staff comments and the declaration of effectiveness as a defense
                                         in any proceeding initiated by the Commission or any person under the federal securities
                                         laws of the United States.

[Signature
page follows]

Very
truly yours,

TRIDENT ACQUISITIONS CORP

By: 	/s/ Vadim Komissarov

Name: Vadim Komissarov

Title: President and Chief Financial Officer

CORRESP
1
filename1.htm

CHARDAN CAPITAL MARKETS, LLC

17 State Street,

Suite 1600

New York, NY 10004

May 24, 2018

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Trident Acquisitions Corp.

        Registration Statement on Form S-1

        File No. 333-223655

VIA EDGAR

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and
Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Chardan Capital Markets,
LLC, as representative of the underwriters, hereby requests acceleration of the effective date of the above-referenced Registration
Statement so that it will become effective at 4:00 p.m., Washington D.C. time, on May 29, 2018, or as soon thereafter as practicable.

The following is supplemental information supplied
under Rule 418(a)(7) and Rule 460 under the Securities Act of 1933:

  (i) Date
of preliminary prospectus: May 21, 2018

  (ii) Date
of distribution: May 24, 2018

 (iii) Number of prospective underwriters and selected dealers to whom the preliminary prospectus was furnished: 6

 (iv) Number of prospectuses so distributed: 907

The undersigned confirms that it has complied
with and will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied
with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the
above-referenced issue.

    Very truly yours,

    CHARDAN CAPITAL MARKETS, LLC

     By:
    /s/ George Kaufman

    Name: George Kaufman

                                                                   Title: Partner and Head of Investment Banking

CORRESP
1
filename1.htm

    Giovanni Caruso

    Partner

    345 Park Avenue
    Direct
    212.407.4866

    New York, NY  10154
    Main
    212.407.4000

    Fax
    212.937.3943

    gcaruso@loeb.com

Via Edgar

April 30, 2018

John Reynolds

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: Trident Acquisitions Corp.

Registration Statement on Form S-1

Filed March 14, 2018

File No. 333-223655

Dear Mr. Reynolds:

On behalf of our client, Trident Acquisitions
Corp. (the “Company”), we hereby provide a response to the comment issued in a letter dated April 10, 2018 (the “Staff’s
Letter”) regarding the Company’s Registration Statement on Form S-1 (the “Registration Statement”). Contemporaneously,
we are filing an 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 comment
set forth 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

        John Reynolds

        April 30, 2018

        Page 2

Prospectus Summary, page 1

 1. Please remove or substantiate assertions regarding “the
lower valuations of oil and gas companies from our target region,” such as currently appears at page 2. We note the revisions
you made in response to prior comment 1.

Response: The Company has deleted
the language relating to the “lower valuation of oil and gas companies” as requested by the Staff.

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

Mail Stop 4628
April 10, 2018

Vadim Komissarov
c/o VK Consulting, Inc.
255 West 85th St, PH1
New York, NY 10024

Re:  Trident Acquisitions Corp.
 Registration Statement on Form S -1
Filed March 14, 2018
  File No. 333-223655

Dear Mr. Komissarov :

We have reviewed your registration statement  and have the following comment .  Please
note that we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comment  applies to your facts and
circumstances or do not believe an amendment is appropriate, please tel l us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to this comment , we may have  additional comments.   Unless we note
otherwise, our reference to prior comments is to comments in our April 3, 2017  letter.

Prospectus Summary, page 1

 Please remove or substantiate assertions regarding “the lower valuations of oil and gas 1.
companies from our target region,” such as currently appears at page 2.  We note the
revisions you made in response to prior comment 1.

Vadim Komissarov
Trident Acquisitions Corp.
April 10, 2018
Page 2

 Closing Comments

You may contact John Cannarella, Staff Accountant, at (202) 551 -3337 or Jenifer
Gallagher, Staff Accountant, at (202 ) 551 -3706 if you have questions regarding comments on the
financial statements a nd related matters.   Please contact Jerard Gibson, Staff Attorney, at (202)
551-3473 or, in his absence, Timothy S. Levenberg, Special Counsel, at (202) 551 -3707 with any
other questions.

Sincerely,

 /s/ John Reynolds

John Reynolds
Assistant Director
Office of Natural  Resources

cc: Mitchell S. Nussbaum
Loeb & Loeb LLP

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

Mail Stop 4628
April 3, 2017

Vadim Komissarov
c/o VK Consulting, Inc.
255 West 85th St, PH1
New York, NY 10024

Re:  Trident Acquisitions Corp.
 Amendment No. 2 to
Draft Registration  Statement on Form S -1
Submitted March 6, 2017
  CIK No. 0001673481

Dear Mr. Komissarov :

We have reviewed your amended draft registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we may
better understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe  our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these comments and your
amended draft registration statement  or filed registration statement, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
letter to you dated June 30, 2016 .

Our Investment Strategy, page 53

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

Financial Statements

Statement of Cash Flows, page F -6

 Please revise your statement of cash flows to present cash disbursements for deferred 2.

Vadim Komissarov
Trident Acquisitions Corp.
April 3, 2017
Page 2

 offering costs as a financing activity, or explain why you believe its current classification
as an operating activity is appropriate.

Closing Comments

You may contact John Cannarella, Staff Accountant, at (202) 551 -3337 or Jenifer
Gallagher, Staff Accountant, at (202 ) 551 -3706 if you have questions regarding comments on the
financial statements and related matters.   Please contact Jerard Gibson, Staff Attorney, at (202)
551-3473 or, in his absence, Timothy S. Levenberg, Special Counsel, at (202) 551 -3707 with any
other questions.

Sincerely,

 /s/ Loan Lauren P. Nguyen for

H. Roger Schwall
Assistant Director
Office of Natural Resources

cc: Mitchell S. Nussbaum
Loeb & Loeb LLP

Mail Stop 4628
June 30, 2016

Vadim Komissarov
c/o VK Consulting, Inc.
255 West 85th St, PH1
New York, NY 10024

Re:  Trident Acquisitions Corp.
Amendment No. 1 to
Draft Registration Statement on Form S -1
Submitted June 15, 2016
  CIK No. 0001673481

Dear Mr. Komissarov :

We have reviewed your draft registration statement and have the following comments. In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe our commen ts apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed r egistration statement, we may have additional
comments.   Unless we note otherwise, our references to prior comments are to comments in our
letter dated  May 31, 2016 .

General

 We refer you to prior comment 3 and reissue that comment in part.  Please provide us 1.
with precise, independent support for all quantitative and qualitative business and
industry data used in the registration statement, including, but not limited to, market
research data supporting your anticipated production costs, your statement regarding
“generally lower valuations” of privately held Eastern European oil and gas operating
companies, and the assertions regarding the anticipated production costs for the Eas tern
and Central regions.  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.

 Please further revise to disclose the basis for the (barrels of oil) equivalency for the “tons 2.
of oil equivalent” to which you refer.  See prior comment 4.

Vadim Komissarov
Trident Acquisitions Corp.
June 30, 2016
Page 2

Dilution, Page 43

 We note your response to prior comment 7 indicates the shares subject to possible 3.
redemption and related proceeds were excluded from the calculation of net tangible book
value and will be recorded in temporary equity.  We understand this is one possible
outcome based on how your shareholders may exercise their rights of redemption or
otherwise tender shares.  Please also disclose your dilution table assuming no conversion
occurs subsequent to the IPO irrespective of the expected classification in temporar y
equity.

Proposed Business

Market Overview  -- Poland , page 5 2

 Please provide us with support for your assertion that “the geologists used by major oil 4.
companies did not know the region well enough and were used to workin g with large
offshore properties.”  The sources you cited do not appear to support this disclosure.

 You state that “Poland currently has more drilled wells for unconventional properties 5.
than any other European country.”  Please disclose how many of the shale gas wells
referenced produced gas flows large enough to establish commercially viable production.

Solution, page 53

 We note your revised disclosures in this section.  Please further revise to describe i n 6.
detail and explain more precisely the relevance of the new software solutions and
application of reagents in Europe.  Also, please substantiate your assertion regarding the
lagging implementation of such technologies within the region.

Vadim Komissarov
Trident Acquisitions Corp.
June 30, 2016
Page 3

 Closing Comments

You may contact John Cannarella, Staff Accountant, at (202) 551 -3337 or Jenifer
Gallagher, Staff Accountant, at (202 ) 551 -3706 if you have questions regarding comments on the
financial statements and related matters.   Please contact Jerard Gibson , Staff Attorney, at (202)
551-3473 or, in his absence, Timothy S. Levenberg, Special Counsel, at (202) 551 -3707 with any
other questions.

Sincerely,

 /s/ Loan Lauren P. Nguyen for

H. Roger Schwall
Assistant Director
Office of Natural Resources

cc: Mitchell S. Nussbaum
Loeb & Lo eb LLP

Mail Stop 4628
May 31, 2016

Vadim Komissarov
c/o VK Consulting, Inc.
255 West 85th St, PH1
New York, NY 10024

Re:  Trident Acquisitions Corp.
Draft Registration Statement on Form S -1
Submitted May 3, 2016
  CIK No. 0001673481

Dear Mr. Komissarov :

We have reviewed your draft registration statement and have the following comments. In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.

General

 Please supplementally provide us with copies of all written communications, as defined 1.
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, present to potential investors i n reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.

Prospectus Cover Page

 Revise to identify here the affiliate who “has committed to purchase from us an aggregate 2.
of 895,000 units.”  Disclosure which appears in footnote 3 at page 76 suggests that this
might be Vadim Komissarov.

Vadim Komissarov
Trident Acquisitions Corp.
May 31, 2016
Page 2

 Prospectus Summary

 You state at page 2 that production costs in Ukraine and Romania are typically less than 3.
$20 per barrel .  You also state: “By combining the companies with proven engineering
and geological teams with undeveloped reserves and by introducing new technologies
currently available in United States but never used in Europe, we believe that we will be
able to create value for our investors.”
 Please provide us with independent support for your statistical assertions.
 Revise to clarify what is being “combined” in the quoted sentence.  If it is your desire
to acquire companies which already have proven engineering and geological teams
and that possess undeveloped reserves and then introduce “new technologies” with
those companies, make this clear.
 Also, insofar a s you suggest more than once that due to limitations in your initial
funding you likely will make only one initial acquisition (deriving from this offering),
explain your references to multiple (target) companies.
 In the more detailed disclosures which app ear later in your filing, identify the “new
technologies” to which you refer.  For example, it appears that major oil companies
have previously entered into agreements relating to hydraulic fracturing in Europe,
and we also note that several European count ries have banned that technique.

 At page 2 and elsewhere, you indicate that “We anticipate targeting fields of 1 to 50 4.
million tons of oil equivalent in recoverable reserves  in Poland, Ukraine and other
Eastern European countries….”  Although you are not claiming reserves, you nonetheless
should revise to disclose the basis for such equivalency.  See Instruction 3 to Item
1202(a)(2) of Regulation S -K.

 Please revise to provide consistent disclosures regarding your plans or “focus.”  For 5.
example, at page 2,  you state in part that “We intend to look closely at reserves located in
… Eastern Ukraine,” but at page 51 you define that location as the “Eastern” region and
say “the Eastern region is currently located in a war zone, which makes it unlikely to be
deve loped in the near future.”  Similarly, at page 51 you refer to the war and crisis in
Ukraine generally but then define “Western Ukraine” as being in the “Central” region
which is “the area of development on which we intend to form [sic].”

 In this regard , please advise us why you believe that Western Ukraine would not be 6.
considered to fall within what would be considered a “war zone” for these purposes.  We
note footnotes 11 and 12 at page 52, for example.

Dilution, Page 43

 We note that your pro forma net tangible book value after the proposed offering assumes 7.
that certain public stockholders elect to convert 12,258,273 shares at a price of $10.35 per
share.   We understand that this assumption is based on the maximum potentia l for
conversion by public shareholders whereby the business combination could still be
consummated as disclosed on page 16.   Please revise or clarify how your assumption of

Vadim Komissarov
Trident Acquisitions Corp.
May 31, 2016
Page 3

 possible conversion subsequent to the initial offering is consistent with Item 506 (c) of
Regulation S -K which requires disclosure of the amount of the immediate dilution from
the public offering price to be absorbed by public purchasers’ equity interest.

Proposed Business, page 50

 Some of the statistics and discussion which begins on page 51 appear to be stale or 8.
outdated.  Please provide updated information, where available.  Also provide further
support for your assertion at page 52 that with regard to Poland: “We believe that the
weak results of the first wells drilled by major o il companies can be explained by the lack
of their geological expertise for unconventional gas.”  If the suggestion is that your
management has greater expertise or will obtain greater expertise in that regard, please
provide the basis for this assertion.

Selection of a Target Business and Structuring of Our Initial Business Combination , page 55

 In the ensuing sections, you discuss conversions and possible purchases by insiders or 9.
affiliates of shares purchased in the offering, but here you indicate that the target
business(es) must “have an aggregate fair market value of at least 80% of the value of the
trust account.”  Revise to discuss in necessary detail how and when the value of the trust
account is determined for this purpose.  In that regard, at pag e 64 you state that your
charter provides that “upon the consummation of this offering, $134,550,000, or
$154,732,500 if the over -allotment option is exercised in full, shall be placed into the
trust account.”  But in the tabular disclosure at page 67, you  contrast your offering with a
Rule 419 offering in which “The fair value or net assets of a target business must
represent at least 80% of the maximum offering proceeds.”

 If in fact the amount could be less than 80% of the two amounts specified in your  charter, 10.
disclose explicitly in dollar terms what the lowest possible amount of fair market value
(“FMV”) of the target business(es) could be, assuming maximum conversions or insider
purchases.  If they could take actions to lower the requisite minimum FM V, insiders
might have an incentive to consider additional actions to increase the likelihood that a
transaction would be consummated as the end date for consummation of a transaction
approaches.  With regard to a vote, you disclose at page 60: “To the ext ent that our
insiders or their affiliates enter into a private purchase, they would identify and contact
only potential selling stockholders who have expressed their election to redeem their
shares for a pro rata share of the trust account or vote against the business combination.”

 If on the other hand the amount must be at least equal to 80% of the amounts the charter 11.
specifies, discuss what means you would likely use (issuance of debt, stock issuances,
etc.) to complete an acquisition / combination if l arge numbers of shares convert or are
purchased by insiders.  We note your statement at page 65 that “our obligation to convert
shares of common stock held by our public stockholders may reduce the resources
available to us for our initial business combina tion.”  We also note your statement at page
82 that “We will consummate our initial business combination only if public stockholders

Vadim Komissarov
Trident Acquisitions Corp.
May 31, 2016
Page 4

 do not exercise conversion rights in an amount that would cause our net tangible assets to
be less than $5,000,001 and a ma jority of the outstanding shares of common stock voted
are voted in favor of the business combination.”

Management, page 69

 Please expand the biographical sketch for Oleksii Tymofiev  to discuss his professional 12.
experience from August 2015 until the time he became your CEO late last month.

You may contact John Cannarella, Staff Accountant, at (202) 551 -3337 or Jenifer
Gallagher, Staff Accountant, at (202 ) 551 -3706 if you have question s regarding comments on the
financial statements and related matters.   Please contact Jerard Gibson, Staff Attorney, at (202)
551-3473 or, in his absence, Timothy S. Levenberg, Special Counsel, at (202) 551 -3707 with any
other questions.

Sincerely,

 /s/H. R oger Schwall

H. Roger Schwall
Assistant Director
Office of Natural Resources

cc: Mitchell S. Nussbaum
Loeb & Loeb LLP