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 |