Lottery.com To Increase Ownership Stake in Nook Holdings, UAE-Based Sports Incubator

Rhea-AI Summary

Lottery.com (NASDAQ: LTRY) has signed an amended Stock Purchase Agreement to acquire 90% ownership of Nook Holdings Limited, a Dubai-based sports and wellness incubator, for $2.5 million in an all-cash deal expected to close by June 30, 2025. Nook, founded by Ravi Bhusari, operates from One JLT in Dubai's DMCC Free Zone and has established itself as a hub for sports entrepreneurs over the past five years. The acquisition will enable Lottery.com to operate segments of its international sports business from Nook's premises, transforming it into a gateway for sports innovation while maintaining its function as a premium co-working space and business incubator. The strategic move aligns with Sports.com's global platform vision and aims to support existing Nook businesses with networking, licensing, and potential investment opportunities.

Positive

• All-cash acquisition valued at $2.5 million demonstrates strong financial position
• Strategic expansion into UAE's sports and wellness market through established profitable business
• Acquisition provides immediate access to existing network of sports entrepreneurs and startups
• Partnership with Dubai's DMCC Free Zone offers strategic location and business advantages

Negative

• None.

Insights

M&A Financial Analyst

Lottery.com's $2.5M acquisition of Nook Holdings strengthens its global sports business strategy with minimal financial impact.

Lottery.com has signed an amended Stock Purchase Agreement to acquire 90% ownership in Nook Holdings, a Dubai-based sports and wellness incubator, for $2.5 million in an all-cash transaction expected to close by June 30, 2025. This acquisition appears to be part of Lottery.com's strategic diversification into the sports sector through its Sports.com brand.

The relatively modest $2.5 million price tag suggests this is a small-scale acquisition for a public company, likely representing a minimal impact on Lottery.com's overall financial position. However, the strategic value may exceed the financial investment as it provides Lottery.com immediate entry into Dubai's sports innovation ecosystem and a physical presence in the UAE market.

Nook Holdings offers Lottery.com an established network of sports entrepreneurs and startups, along with valuable relationships with Dubai's DMCC Free Zone. The press release notes that Nook has a "successful track record of generating profitable revenue," though specific financial metrics aren't disclosed, making it difficult to assess the acquisition's immediate revenue contribution or profitability impact.

This acquisition appears to support Lottery.com's transformation beyond lottery operations into broader sports, gaming and entertainment verticals, positioning the company to potentially acquire or invest in promising sports-related startups emerging from the Nook ecosystem. The deal structure—securing 90% ownership rather than 100%—suggests the company values maintaining some continuity with Nook's founder, likely to preserve existing relationships and business momentum.

DUBAI, United Arab Emirates, June 11, 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, announces the signing of an amended Stock Purchase Agreement (“SPA”) for its planned acquisition of Nook Holdings Limited (“Nook”), a pioneering sports, health and wellness incubator based in Dubai, United Arab Emirates.

The acquisition, valued at approximately $2.5 million USD, is an all-cash deal, underscoring Lottery.com’s strategic commitment to global growth and innovation in sports and wellness. Upon completion, the Company will control ninety percent (90%) of Nook. The deal is expected to close on or before June 30, 2025.

^{Inside the Nook Co-Working Space}

Founded by Ravi Bhusari, Nook has become a cornerstone of the UAE’s sports and wellness ecosystem. Over the past five years, it has fulfilled its ongoing mission to support startups and small businesses establish operations, obtain licenses, register for VAT and gain community support. Its exclusive partnership with Dubai’s DMCC Free Zone and its high-visibility location at One JLT have made it the go-to destination for sports entrepreneurs in the region.

^{Nook is located at One JLT in Dubai}

Ravi Bhusari, Founder of Nook, commented:

“This will be a defining moment for Nook. We have worked hard over the past few years to build a space that truly serves the needs of the sports and wellness community. Partnering with Sports.com, a visionary brand with global ambitions, unlocks tremendous opportunities for our members”

Sports.com: A Global Launchpad for Sports Startups

Upon completion of the acquisition, the Company will operate segments of its international sports business from within the Nook premises at One JLT, transforming the space into a gateway for sports innovation, investment and integration. The site will continue to function as both a premium co-working space and a business incubator, connecting early-stage sports businesses with the broader Sports.com ecosystem.

Matthew McGahan, Chairman and CEO of Lottery.com and Sports.com, stated:

“Nook is not just a workspace — it’s a thriving community of sports and wellness entrepreneurs. It aligns perfectly with our vision for Sports.com as a global platform for innovation and impact. With a successful track record of generating profitable revenue and a stellar reputation, it is the ideal location to continue the global presence of the Sports.com brand. We’re excited to work closely with the businesses already operating inside Nook and help them scale faster, smarter and embrace a global mindset.”

Mark Bircham, Director of Lottery.com and Head of Acquisitions at Sports.com, added:

“I’ve had the privilege of working closely with the Nook team over the past six months to bring this deal to completion. The quality of the businesses operating at Nook and the energy of the ecosystem they’ve built made it absolutely worth the wait. We are ready to roll up our sleeves and begin supporting these companies with everything Sports.com has to offer — from networking and licensing to potential investment and acquisition. This is just the beginning.”

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. 

Photos accompanying this announcement are available at

https://www.globenewswire.com/NewsRoom/AttachmentNg/95fd0752-c86d-4af3-852f-a229f4c126dc

https://www.globenewswire.com/NewsRoom/AttachmentNg/e0dc33ad-74ea-458f-a28b-deff17c7b2c7

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 Nook Holdings?

Lottery.com is acquiring Nook Holdings for approximately $2.5 million USD in an all-cash deal

When is LTRY expected to close the Nook Holdings acquisition?

The acquisition is expected to close on or before June 30, 2025

What percentage of Nook Holdings will Lottery.com own after the acquisition?

Lottery.com will control 90% of Nook Holdings upon completion of the acquisition

Where is Nook Holdings located and what does it do?

Nook Holdings is located at One JLT in Dubai, UAE, operating as a sports, health and wellness incubator and co-working space

How will Lottery.com use Nook Holdings after the acquisition?

Lottery.com will operate segments of its international sports business from Nook's premises, using it as a gateway for sports innovation while maintaining its co-working and incubator functions