Item 8.01 Other Events.
Sports Entertainment Gaming Global Corporation (“SEGG” or the “Company”), formerly known as Lottery.com Inc. (“Lottery”), and prior to its business combination with the SPAC Trident Acquisition Corp. (“Trident”) known as AutoLotto, Inc. (“AutoLotto”), files this current report on Form 8-K (the “Current Report”) to provide certain financial information and related disclosures associated with two connected, historical (2020 and 2021) transactions (the “Legacy Transactions”) that were planned and executed by Vadim Komissarov, the former Chief Executive Officer of Trident (“Komissarov”), with the assistance of Lawrence Anthony DiMatteo, Lottery’s co-founder and former Chief Executive Officer (“DiMatteo”), Matthew Clemenson, Lottery’s co-founder and former Chief Revenue Officer (“Clemenson”) and Ryan Dickinson, Lottery’s former President and Chief Financial Officer (“Dickinson”) (DiMatteo, Clemenson and Dickinson collectively the “Lottery Former Executives”).
The Legacy Transactions were designed by Komissarov to be circular in nature, which on one end generated revenue using borrowed funds held in an escrow account was held at a Massachusetts law firm, and on the other end then used that revenue to support AutoLotto’s acquisition of Global Gaming Enterprises, Inc. (“Global Gaming”) on June 30, 2021 at an acquisition cost. Notably, on June 24, 2026, Komissarov was sentenced to three years in prison for, among other things, his involvement with the Legacy Transactions. Clemenson and Dickinson pleaded guilty on May 22, 2025, for, inter alia , their involvement in the Legacy Transactions. Both currently await sentencing. The Company’s current officers and directors had no involvement whatsoever in the Legacy Transactions (or any of other allegations made against Komissarov, DiMatteo, Clemenson or Dickinson) and no one that participated in the Legacy Transactions is currently employed or engaged with the Company in any manner.
Summary of the Legacy Transactions Based on “New Information” Learned by the Company
Between July 15, 2026, and August 7, 2026, the Company obtained sworn testimony given in depositions taken of Dickinson and Datassure’s former CEO Jeffery Sparrow, in a matter unrelated to the Legacy Transactions (the “Depositions”) that revealed facts about the Legacy Transactions not previously known to the Company’s current management. Based on the testimony provided during the Depositions and additional information gained from a subsequent inquiry by the Company’s current CFO and COO (collectively, the “New Information”), the Company believes that, in December 2020, Komissarov instructed DiMatteo, Clemenson, and Dickinson to record a $9,000,000 transaction with Datassure as revenue and cash, despite AutoLotto’s inability to possess, access or transfer the funds because the cash was held in a restricted escrow account at Boston Law Group P.C., a Massachusetts law firm. In particular, the New Information evidenced that the restricted funds held in escrow at Boston Law Group belonged to an acquaintance of Komissarov and pursuant to a series of escrow reports provided by Boston Law Group, AutoLotto purportedly received $9 million for selling customer data to Datassure and then used that $9 million (in addition to other consideration) to purchase Global Gaming from Pan European Associates, S.R.O. (“Pan Euro”), a Czech company created by Komissarov to conceal the spurious 2020 revenue transaction, thus returning the entire sum of $9 million to its source, Komissarov’s acquaintance. At Komissarov’s direction and with his participation, DiMatteo,
Clemenson, and Dickinson executed and reported revenue, deferred revenue, and cash transactions in December of 2020, revenue transactions in the first and second quarters of 2021, and then overstated the acquisition cost to $10,572,674 for Global Gaming in June of 2021 and created documentation for AutoLotto’s books and records that subsequently led both transactions appear to be bona fide .
1 See https://www.justice.gov/usao-sdny/pr/former-ceo-special-purpose-acquisition-company-sentenced-prison .
2 See https://news.bloomberglaw.com/litigation/two-ex-lottery-com-executives-plead-guilty-to-securities-fraud The
Net Effect of the True Nature of the Legacy Transactions on the Correction Periods
Based on the New Information about the Legacy Transactions recently acquired by the SEGG’s current management, the Company has determined that certain annual and quarterly financial reports previously filed now require, among other things ( see next item in this Current Report ), corrections as related to the Legacy Transactions. Namely, the Company’s previously filed annual financial statements for the years ended December 31, 2023, December 31, 2024, and December 31, 2025, along with the quarterly financial statements for those periods (collectively, the “Correction Periods”) shall be corrected to reflect the New Information gained and subsequent determination made by the Company that the Legacy Transactions overstated revenue in 2020 and 2021 and created an inflated acquisition price for Global Gaming in 2021. It is important to note that the amended financial statements for the Correction Periods 2023 through 2025 will result in lower expenses for amortization and elimination of impairment charges previously reported, which will reduce previously reported losses and amounts for accumulated deficit. While the corrections will also decrease previously reported goodwill, intangible assets, and total assets for these periods, the impact of the error corrections is substantially more consequential for the years ended 2020 through 2022 and management does not believe that either effect, individually or in combination, would alter a reasonable investor’s assessment of the Company’s financial condition or results of operations for the Correction Periods, and accordingly
does not believe the previously issued financial statements for the Correction Periods should be characterized as unreliable.
For the Correction Periods from January 1, 2023 through December 31, 2025, the error corrections reduce amortization expense and eliminate previously recorded impairment expense related to Global Gaming. These expenses are no longer required because the restated carrying values of the Global Gaming assets were lower on the dates the impairment analyses were performed. The resulting decreases in amortization and impairment expense reduce previously reported operating losses and accumulated deficits for each interim Correction Period.
Balance Sheet (as of December 31, 2023)
As Previously Reported
Item 4.02(a) Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
Based on the New Information obtained by the Company, Company’s current management believes that the initial recording of $9,000,000 transaction with Datassure as deferred revenue and cash resulted in an overstatement of revenue and cash in the fourth quarter of 2020 and an overstatement of revenue recognized in the first and second quarters of 2021 and also led to overstatement of the amount reportedly paid for the Global Gaming acquisition.
The Net Effect of the True Nature of the Legacy Transactions on the Company’s Financials Prior to the Correction Periods The Company has determined that its previously filed annual financial statements for the years ended December 31, 2021, and December 31, 2022, along with the financial statements for the quarters ended March 31, 2022, June 30, 2022, and September 30, 2022, (collectively, the “Affected Reports”) should no longer be relied upon and must be restated. This conclusion resulted from the identification of two related accounting errors, originating in 2020 and 2021 and predating the Company’s business combination with Trident Acquisitions Corp. in October 2021. The Company intends to restate the Affected Reports by way of amendment.
The Company expects the accounting and reporting corrections described above to: decrease previously reported revenue, deferred revenue, and cash at December 31, 2020; decrease revenue reported in the first and second quarters of 2021; increase the accumulated deficit reported at December 31, 2021; decrease goodwill, intangible assets, and total assets at December 31, 2021 and in all subsequent reporting periods;
decrease expenses reported for amortization of the Global Gaming intangible assets for all reporting periods after December 31, 2021.
Komissarov was sentenced on June 24, 2026 to three years in prison, while Clemenson and Dickinson pleaded guilty on May 22, 2025 and both await sentencing.¶6