UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
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SEC
File Number: 001-38508
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CUSIP
NUMBER: 54570M207 |
(Check
One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐
Form 10-D ☐ Form N-CEN ☐ Form N-CSR
For
Period Ended: June 30, 2025
| ☐ | Transition
Report on Form 10-K |
| ☐ | Transition
Report on Form 20-F |
| ☐ | Transition
Report on Form 11-K |
| ☐ | Transition
Report on Form 10-Q |
For
the Transition Period Ended: ________________________
Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein.
If
the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:
PART
I — REGISTRANT INFORMATION
Lottery.com
Inc.
Full
Name of Registrant
N/A
Former
Name if Applicable
5049
Edwards Ranch Rd, 4th Floor
Address
of Principal Executive Office (Street and Number)
Fort
Worth, Texas 76109
City,
State and Zip Code
PART
II — RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate).
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(a) |
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The
reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
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(b) |
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The
subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report
or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the
fifth calendar day following the prescribed due date; and |
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(c) |
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The
accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART
III— NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR or the transition report portion thereof, could not be
filed within the prescribed time period.
The
registrant has experienced delays in completing its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, within the
prescribed time period due to its difficulty in completing and obtaining required financial and other reporting information without unreasonable
effort and expense.
The
registrant does plan to file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, on or before the fifth day following
the prescribed due date.
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PART
IV — OTHER INFORMATION |
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| Name
and telephone number of person to contact in regard to this notification: |
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| Rob
Stubblefield |
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(650) |
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823-3727 |
| (Name) |
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(Area
code) |
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(Telephone
Number) |
(2) Have
all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s)
been filed? If answer is no, identify report(s). ☒ Yes ☐ No
(3) Is
it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or portion thereof?
☐
Yes ☒ No.
If
so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why
a reasonable estimate of the results cannot be made.
Forward-looking
Statements
This
Form 12b-25 includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995,
including the Company’s ability to file the June 30, 2025 Quarterly Report on Form 10-Q during the extension period. Such forward-looking
statements are based on assumptions about many important factors, which could cause actual results to differ materially from those in
the forward-looking statements, including those risks identified in the Company’s most recent Form 10-K and Form 10-Q and other
SEC filings. Unless otherwise required by applicable law, the Company assumes no obligation to update any forward-looking statements,
and expressly disclaims any obligation to do so, whether as a result of new information, future events or otherwise.
Lottery.com
Inc.
(Name
of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date:
August 14, 2025 |
By |
/s/
Robert J. Stubblefield |
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Name: |
Robert
J. Stubblefield |
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Title: |
Chief
Financial Officer |
