UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

June 21, 2021

Date of Report (Date of earliest event reported)

Trident Acquisitions Corp.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-38508		81-1996183
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

One Liberty Plaza, 165 Broadway St, 23rd Floor, New York, NY		10006
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (646) 229-7549

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Units, each consisting of one share of common stock and one Warrant to acquire one share of common stock	TDACU	NASDAQ Capital Market
Common stock, $0.001 par value per share	TDAC	NASDAQ Capital Market
Warrants	TDACW	NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed, on June 3, 2021, Trident Acquisitions Corp. (the “Company”) received a notice (the “First Nasdaq Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company was not in compliance with Listing Rule IM-5101-2 (the “Rule”), which requires that a special purpose acquisition company (“SPAC”) complete one or more business combinations within 36 months of the effectiveness of the registration statement filed in connection with its initial public offering. The Rule also provides that failure to comply with this requirement will result in the Listing Qualifications Department issuing a Staff Delisting Determination under Rule 5810 to delist the Company’s securities from Nasdaq. In accordance with the First Nasdaq Notice, the Company requested a hearing before an independent Hearings Panel (the “Panel”), which had the effect of staying the delisting process.

On June 21, 2021, the Company received a second notice from Nasdaq (the “Second Nasdaq Notice”) stating that , since the Company had not yet filed its Form 10-Q for the period ended March 31, 2021 (the “Form 10-Q Deficiency”) as required under Listing Rule 5250(c)(1), such deficiency serves as an additional basis for delisting the Company’s securities. The Second Nasdaq Notice provided formal notification to the Company that the Panel will consider the Form 10-Q Deficiency at the hearing to be held in connection with the First Nasdaq Notice.

The Second Nasdaq Notice has no immediate effect on the listing of the Company’s common stock on Nasdaq. The Company’s securities will continue to trade on Nasdaq throughout the hearing process and any additional extension period that may be granted by the Panel.

Although there can be no assurance that the hearing before the Panel will be successful, the Company is confident that it will be granted additional time in order to complete its previously announced business combination with Autolotto, Inc., doing business as Lottery.com, which would result in the Company ceasing to be a SPAC and therefore mooting out the deficiency set forth in the First Nasdaq Notice.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 25, 2021

TRIDENT ACQUISITIONS CORP.

By:	/s/ Vadim Komissarov
Name:	Vadim Komissarov
Title:	Chief Executive Officer

Trident Acquisitions Corp. filed SEC Form 8-K: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing