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In re Lottery.com Sec. Litig.

Proxy's Financial Projections Were Accompanied by Sufficient Cautionary Language

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OPINION AND ORDER This consolidated case involves two federal securities-fraud lawsuits brought against ten defendants. In the first lawsuit, RTD Bros LLC, Todd Benn, Tom Benn, Tomasz Rzedzian, and Preston Million (collectively, the “Class Plaintiffs”) bring a putative class action against Lottery.com, Inc. (“Lottery”) formerly known as Trident Acquisitions Corp. (“Trident”), Anthony DiMatteo (“DiMatteo”), Matthew Clemenson (“Clemenson”), Kathryn Lever (“Lever”), Ryan Dickinson (“Dickinson”), Marat Rosenberg (“Rosenberg”), Vadim Komissarov (“Komissarov”), Thomas Gallagher (“Gallagher”), Gennadii Butkevych (“Butkevych”), and Ilya Ponomarev (“Ponomarev”). ECF No. 52 (the “Amended Class-Action Complaint” or “Class Compl.”).1 The Amended Class-Action Complaint asserts four causes of action. First, the Class Plaintiffs allege that Lottery, DiMatteo, Clemenson, Lever, Dickinson, Rosenberg, Komissarov, Gallagher, Butkevych, and Ponomarev (collectively, “Defendants”) violated Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), 15 U.S.C. §78j(b) (“Section 10(b)”), and Rule 10b-5 promulgated thereunder, 17 C.F.R. §240.10b-5 (“Rule 10b-5″). Id.

170-174 (“Class Claim I”). Second, the Class Plaintiffs allege that all Defendants except Lottery (the “Individual Defendants”) violated Section 20(a) of the Exchange Act, 15 U.S.C. §78t(a) (“Section 20(a)”), as controlling persons with respect to the conduct underlying Claim I. Id.

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