Lottery.com Announces $10 Million Acquisition of GXR World Sports Assets to Power Global Launch of Sports.com Super App

Rhea-AI Summary

Lottery.com (NASDAQ: LTRY) has announced plans to acquire a 51% controlling interest in GXR World Sports assets for $10 million to power the launch of the Sports.com Super App. The company will invest $5.1 million initially through cash, stock, or a combination at a $3.00 share price.

The Super App, scheduled for launch in Q3 2025, will integrate six key features: live streaming, community chat, stats-based social media, e-commerce, gaming, and sports news. The platform builds on GXR's existing success of over 1 million monthly active subscribers. Lottery.com has also committed $15 million for the app's expansion and secured a call option to acquire 100% ownership of the new entity by 2027.

Positive

• Acquisition of GXR's platform with proven traction of 1+ million monthly active subscribers
• Multiple revenue streams through subscriptions, advertising, merchandising, and gaming
• Strategic $15 million financing commitment for expansion
• Option to acquire 100% ownership by 2027
• Integration of six revenue-generating features in a single platform

Negative

• Significant initial investment of $5.1 million required
• Deal subject to due diligence and final agreement
• Limited initial focus on only soccer and motorsport verticals
• Potential dilution if acquisition is funded through stock

Insights

Digital Media & Technology Strategy Analyst

Lottery.com's $10M acquisition of GXR assets enables strategic expansion into sports media with significant monetization potential despite execution challenges.

This $10 million acquisition represents a calculated strategic pivot for Lottery.com, expanding beyond traditional lottery operations into the fragmented sports entertainment ecosystem. The deal's structure—51% initial controlling interest with a path to full ownership by 2027—provides a measured approach to integration while limiting downside risk.

The technical foundation appears robust, building on GXR's existing platform that has already attracted one million monthly active users organically. This provides immediate technical infrastructure and a proven user base, significantly reducing development risks and time-to-market.

The revenue diversification strategy is particularly noteworthy. By combining six primary features (live streaming, community hubs, stats-based social media, e-commerce, gaming, and news), the Super App creates multiple monetization channels: premium subscriptions, advertising, merchandising, and gamified challenges. This multi-stream approach targets the entire fan engagement cycle—critically, the 4-5 hours weekly fans spend on sports beyond actual match time.

The initial focus on soccer and motorsport demonstrates disciplined vertical expansion rather than an unfocused broad-market approach. These sports offer global appeal and passionate fan bases with proven willingness to engage with digital content.

The $15 million committed financing indicates substantial resource allocation toward platform development and market expansion. The fixed $3.00 share price for transaction funding suggests confidence in maintaining valuation despite potential market fluctuations.

While the strategy appears sound, significant execution challenges remain, including user acquisition costs, regulatory navigation for real-money gaming features across jurisdictions, and integration of disparate features into a cohesive user experience.

Financial Investment Analyst

Lottery.com's strategic $10M GXR acquisition offers strong growth potential but adds execution risk and significant capital commitment.

This transaction represents a significant strategic repositioning for Lottery.com, with notable financial implications. The $10 million pre-money valuation for GXR's sports and technology assets appears reasonable considering the existing user base of one million monthly active subscribers, though monetization metrics remain undisclosed.

The deal structure merits attention: Lottery.com gains 51% controlling interest for a $5.1 million initial investment, with flexibility to fund via cash, stock, or combination at a fixed $3.00 share price. This structure provides operational control while limiting initial capital outlay, with a call option for complete ownership by 2027 allowing performance-based evaluation before full commitment.

The additional $15 million financing commitment represents a substantial capital allocation that will impact Lottery.com's balance sheet and cash flow. This significant investment signals confidence in the venture but also increases financial exposure if execution falls short.

From a revenue perspective, the diversified monetization strategy targeting multiple streams (subscriptions, advertising, merchandising, interactive challenges) could potentially create more predictable, recurring revenue compared to transaction-based models. However, the press release provides no projections or unit economics to quantify potential returns.

The market timing appears strategic, with planned launch in Q3 2025 allowing adequate preparation while positioning ahead of major sporting events. The exclusivity secured through June 30, 2025 (with automatic extension) protects the company's position during due diligence.

This represents a calculated bet on digital sports engagement that could transform Lottery.com's growth trajectory and valuation multiples if successful, moving it beyond lottery-specific constraints toward the broader digital entertainment ecosystem.

FORT WORTH, Texas, June 26, 2025 (GLOBE NEWSWIRE) -- Lottery.com Inc. (NASDAQ: LTRY, LTRYW) (“Lottery.com” or “the Company”), a leading technology company transforming the intersection of gaming, sports and entertainment, today announced it is advancing its global expansion with the planned launch of the Sports.com Super App (the “Super App”)—a first-of-its-kind digital destination for sports fans worldwide. The Super App is designed to combine live streaming, social engagement, e-commerce and gamification into a single immersive ecosystem.

The Super App, which is scheduled to launch in select global markets in Q3 2025, will initially focus on soccer and motorsport—two verticals Sports.com has been aggressively expanding into through a series of high-profile sponsorships and strategic initiatives. The Super App will be built on an existing platform development by Galaxy Racer Holdings Limited (“GXR”), The GXR app has achieved more than one million monthly active subscribers organically, demonstrating significant early traction and category-defining potential.

���We’ve spent the past two years building Sports.com around key pillars like soccer and motorsport,” said Mark Bircham, Director of Sports.com. “This acquisition and the launch of the Sports.com Super App is the culmination of a precise strategy to consolidate fragmented sports experiences. Our partnerships with emerging motorsport stars like Callum Ilott, Louis Foster, and Sebastian Murray, along with this technology acquisition sets the stage for an aggressive media expansion that will redefine how fans watch, play and engage with their favorite leagues, teams, and players.”

The Super App will integrate six primary features into a single experience: live streaming, community chat hubs, stats-based social media, e-commerce, real-money and fantasy sports gaming, and sports news. The Super App aims to engage fans across the full lifecycle of the sports experience, tapping into the 4–5 hours of average fan interaction beyond match time each week.

Revenue streams will include premium streaming subscriptions, in-app advertising, merchandising and interactive gamified challenges. Plans are underway to extend into additional sports verticals and incorporate immersive streaming experiences later this year.

To accelerate the development timeline for the Super App, Lottery.com has signed a Letter of Intent (LOI) to acquire a 51% controlling interest in the sports and technology assets of GXR, valuing the transaction at $10 million pre-money. Subject to due diligence and final agreement, the deal allows Lottery.com to fund the $5.1 million initial investment via cash, stock, or a combination at a fixed $3.00 share price. A $15 million financing commitment has also been pledged by Lottery.com to fuel expansion of the Sports.com Super App.

All GXR unencumbered assets, including its tech stack and user base, will be transferred to a new entity (NewCo), of which Lottery.com will initially own 51%. The agreement includes a call option to acquire 100% ownership of NewCo by the end of 2027. Exclusivity has been secured through June 30, 2025, with an automatic 30-day extension, and closing is anticipated on or before August 1, 2025.

“This is a transformational moment for the worldwide sports media ecosystem,” said Paul Roy, Founder and CEO of GXR. “Together with Lottery.com and Sports.com, we are developing the world’s first true sports super app. As global licensing discussions advance, and integration with the Lottery.com family of brands begins, we see a future where fans control their entire live event experience—on the Super App, across all screens, in every corner of the globe.”

About Lottery.com

The Lottery.com Inc. (NASDAQ: LTRY, LTRYW) family of brands — including Sports.com, Tinbu and WinTogether, comprise a unified ecosystem that integrates gaming, entertainment, and sports. Follow the Company on X, Instagram and Facebook.

Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this press release, regarding the Company’s strategy, future operations, prospects, plans and objectives of management, are forward-looking statements. When used in this Form 8-K, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “initiatives,” “continue,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. The forward-looking statements speak only as of the date of this press release or as of the date they are made. The Company cautions you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of the Company. In addition, the Company cautions you that the forward-looking statements contained in this press release are subject to risks and uncertainties, including but not limited to, expectations related to the investigation of short selling or potential naked short selling, including the Company’s analysis, its ability to take appropriate corrective action, or any potential investigations by regulators; any future findings from ongoing review of the Company’s internal accounting controls; additional examination of the preliminary conclusions of such review; the Company’s ability to secure additional capital resources; the Company’s ability to continue as a going concern; the Company’s ability to respond in a timely and satisfactory matter to the inquiries by Nasdaq; the Company’s ability to regain compliance with the Bid Price Requirement; the Company’s ability to regain compliance with Nasdaq Listing Rules; the Company’s ability to become current with its SEC reports; and those additional risks and uncertainties discussed under the heading “Risk Factors” in the Form 10-K/A filed by the Company with the SEC on April 22, 2025, and the other documents filed, or to be filed, by the Company with the SEC. Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in the reports that the Company has filed and will file from time to time with the SEC. These SEC filings are available publicly on the SEC’s website at www.sec.gov. Should one or more of the risks or uncertainties described in this press release materialize or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. Except as otherwise required by applicable law, the Company disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release.

This press release was published by a CLEAR® Verified individual.

For more information, please visit www.lottery.com or contact our media relations team at press@lottery.com.

FAQ

What is the value of Lottery.com's acquisition of GXR World Sports assets?

Lottery.com is acquiring a 51% controlling interest in GXR World Sports assets for $10 million pre-money valuation, with an initial investment of $5.1 million.

When will the Sports.com Super App launch?

The Sports.com Super App is scheduled to launch in select global markets in Q3 2025.

What features will the LTRY Sports.com Super App include?

The Super App will integrate six primary features: live streaming, community chat hubs, stats-based social media, e-commerce, real-money and fantasy sports gaming, and sports news.

How many active subscribers does the existing GXR app have?

The existing GXR app has achieved more than one million monthly active subscribers organically.

What is the financing commitment for the Sports.com Super App expansion?

Lottery.com has pledged a $15 million financing commitment to fuel the expansion of the Sports.com Super App.