UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
Subscription and Call Option Agreements with Veloce Media Group
On July 11, 2025, Lottery.com Inc., currently conducting business under the name “SEGG Media Corporation” (collectively the “Company” or “SEGG Media”) entered into a Subscription Agreement (the “Subscription Agreement”) and a Call Option Agreement (the “Call Option”) with Veloce Esports Limited, conducting business as Veloce Media Group (“Veloce”). The Subscription Agreement and Call Option outline the intent of SEGG Media to purchase a minimum of 12.4% up to 51% of Veloce.
The Subscription Agreement calls for SEGG to pay Veloce £5,675,444.74 GBP, approximately equivalent to $7,594,677.54 US dollars, in two tranches. Tranche One is an all-cash payment of Two Million Great British Pounds (£2,000,000; approximately equivalent to $2,676,415.77 US dollars). The Tranche One payment will result in the Company receiving 1,663 A1 shares of Veloce stock valued at £1,224.74 per share (approximately equivalent to $1,639.01 US dollars) and a commensurate ownership stake of 4.74%. Tranche Two is £3,675,444.74 (approximately equivalent to $4,918,659.05 US dollars) of which a minimum of £1,187,500.00 (approximately equivalent to $1,589,165.94 US dollars) must be in cash and the balance of £2,487,944.74 (approximately equivalent to $3,29,508.98 US dollars) can be in a combination of cash and restricted stock units of common shares of SEGG Media to be applied towards the Purchase Price at a fixed price of One Dollar USD ($1.00) per share (the “Fixed Price”) irrespective of the trading price of SEGG Media stock at the Tranche Two payment date. Completion of Tranche Two will result in the Company receiving 3,000 A1 shares of Veloce stock valued at £1,224.74 (approximately equivalent to $1,639.01 US dollars) per share and having a 12.4% ownership stake in Veloce. The Company will receive two director seats on the Veloce Board of Directors upon completion of Tranche Two.
The Call Option allows the Company to purchase new issued share capital in Veloce at a pre-money £50,000,000 (approximately equivalent to $66,907,363.01 US dollars) valuation to achieve Fifty-One (51%) percent ownership. To exercise the Call Option, the Company must have completed Tranche One and Tranche Two and made offers to Veloce shareholders to purchase up to 51% of issued and outstanding shares. The Call Option expires October 31, 2025. The Company will be granted control of the Veloce Board of Directors upon successful completion of the Call Option. Payments to Veloce shareholders under the Call Option can be made in cash or in shares of SEGG Media Common Stock or a combination of the two.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Lottery.com Inc. | ||
| By: | /s/ Matthew McGahan | |
| Name: | Matthew McGahan | |
| Title: | Chief Executive Officer | |
July 16, 2025