As filed with the Securities and Exchange Commission on ~~December~~February 2312, ~~2021~~ 2026

Registration Statement No. 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

~~SECURITIES~~FORM ~~AND~~S-1 REGISTRATION ~~EXCHANGE~~STATEMENT UNDER THE ~~COMMISSION~~SECURITIES ACT OF 1933

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

MOBILE GLOBAL ESPORTS INC.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Its Charter)~~its charter)

Delaware		(7941)		(86-2684455)
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

~~(Address,~~500 ~~including~~Post ~~zip~~Road ~~code~~East, 2nd ~~and telephone number, including area code, of Registrant’s principal executive offices)~~ Floor

~~David~~Westport, CT 06880 (Address, ~~Pross~~including zip code, and telephone number, including area code, of registrant’s principal executive offices)

~~Chief~~Brett ~~Executive Officer~~ Rosin

Chief Executive Officer Mobile Global ~~Exports~~Esports Inc.

~~616~~500 ~~South~~Post ElRoad ~~Camino Real~~East, 2nd ~~Suite H~~Floor

~~San Clemente~~Westport, ~~CA 92672-4294~~ CT 06880

~~949~~(908) 768-~~573-0628~~2170 (Name, address, including zip code, and telephone number, including area code, of agent for service)

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

~~Donald~~Jeffrey GJ. ~~Davis~~Fessler, Esq. ~~Law Offices of Davis & Associates PO Box 852 Palos Verdes Estates. CA 90274 213 400-2007 Joel D. Mayersohn Dickinson Wright LLP 350 East Las Olas Blvd Ft. Lauderdale, FL 33301 Suite 1750 954-991-5426~~

~~Approximate~~Sheppard, ~~date~~Mullin, ofRichter ~~commencement~~& ofHampton ~~proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective.~~LLP

If30 ~~any~~Rockefeller of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the “Securities Act”) check the following box: ☒Plaza

New York, NY 10112

Tel: (212) 653-8700

Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

~~Indicate~~If bythis ~~check~~Form ~~mark whether the registrant~~ is a ~~large~~post-effective amendment ~~accelerated~~filed ~~filer,~~pursuant anto ~~accelerated~~Rule ~~filer,~~462(d) aunder ~~non-accelerated~~the ~~filer,~~Securities ~~smaller reporting company~~Act, orcheck ~~an emerging growth company. See~~ the ~~definitions~~following ofbox ~~“large~~and ~~accelerated~~list ~~filer,”~~the ~~“accelerated~~Securities ~~filer,”~~Act ~~“smaller~~registration ~~reporting company,”~~statement ~~and~~number ~~“emerging~~of ~~growth~~the ~~company”~~earlier ineffective ~~Rule~~registration ~~12b-2~~statement offor the ~~Exchange~~same ~~Act~~offering. ☐

~~Large~~Indicate by check mark whether the registrant is a large accelerated filer, ☐an ~~Accelerated~~accelerated filer, ☐a ~~Non~~non-accelerated filer, ☐a ~~Smaller~~smaller reporting company ☐or ~~Emerging~~an emerging growth company. ☒See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

~~Indicate~~Large byaccelerated ~~check~~filer ~~mark~~☐ ~~whether~~Accelerated ~~the~~filer ~~registrant is~~☐ anNon-accelerated ~~emerging~~filer ~~growth~~☒ ~~company~~Smaller asreporting ~~defined~~company in☒ ~~Rule~~Emerging ~~405~~growth ofcompany ~~the Securities Act:~~☒

~~Emerging~~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 to Section 7(a)(2)(B) of the Securities Act. ☐

IfThe anRegistrant ~~emerging~~hereby ~~growth~~amends ~~company~~this ~~that~~Registration Statement ~~prepares~~on ~~its financial~~such ~~statements~~date inor ~~accordance~~dates ~~with~~as ~~U.S.~~may ~~GAAP,~~be ~~indicate~~necessary byto ~~check~~delay ~~mark~~its ifeffective ~~the~~date ~~registrant~~until ~~has~~the ~~elected~~Registrant ~~not~~shall tofile ~~use~~a ~~the~~further ~~extended~~amendment ~~transition~~which ~~period~~specifically ~~for~~states ~~complying~~that ~~with~~this ~~any~~Registration ~~new~~Statement orshall ~~revised~~thereafter ~~financial~~become ~~accounting~~effective ~~standards†~~in ~~provided~~accordance ~~pursuant~~with to Section 78(a)~~(2)(B)~~ of the Securities Act. ☐of 1933, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

~~CALCULATION~~The OFinformation ~~REGISTRATION~~in this ~~FEE~~preliminary prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

Title of Each Class of Securities to be Registered	Amount to be Registered(1)		Proposed Maximum Aggregate Offering Price Per Share		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Shares of common stock offered by the Company(2)		1,150,000	$	6.00	$	6,900,000	$	639.63
Shares of common stock offered by the Selling Stockholders(3)		1,500,000	$	6.00	$	9,000,000	$	834.30
Shares of common stock underlying Underwriter’s warrants(4)		100,000	$	7.20	$	752,000	$	69.71
Total:					$	16,652,000	$	1,543.64

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION

DATED FEBRUARY 12, 2026

~~(1)~~Mobile ~~Includes~~Global ~~additional shares that the underwriters have the option to purchase to cover over-allotments~~Esports, ~~if any~~Inc.

~~(2)~~Up ~~Estimated~~to ~~solely~~100,000,000 ~~for~~shares ~~the purpose~~ of ~~calculating~~Common ~~the amount of the registration fee in accordance with Rule 457(a) under the Securities Act.~~Stock

Pursuant to this prospectus, ClearThink Capital Partners, LLC (3the “Selling Stockholder”) ~~Shares~~is offering on a resale basis up to 100,000,000 shares of common stock, ~~registered~~par ~~for~~value ~~Selling~~$0.0001 ~~Shareholders~~per share of Mobile Global Esports, Inc. (the “Company”). The shares of common stock to which ~~will~~this prospectus ~~not~~relates consist of shares (the “Purchase Shares”) that have been or may be ~~underwritten~~issued by us to the ~~underwriters~~Selling Stockholder pursuant to a Securities Purchase Agreement, dated as of December 1, 2025, by and between us and the Selling Stockholder (the “Purchase Agreement”), establishing an equity line of credit. We may elect, in our sole discretion, subject to the restrictions and satisfaction of the conditions in the Purchase Agreement, to issue and sell to the Selling Stockholder the Purchase Shares, from time to time from and after the date of commencement of sales of common stock (the “Commencement Date”) under the Purchase Agreement, and subject to applicable stock exchange rules at a purchase price per share equal to the price per share of common stock purchased shall equal 85% of the lowest daily closing price during the Valuation Period (as defined in the Purchase Agreement).

~~(4)~~The Weactual ~~have~~number ~~agreed~~of toshares of ~~issue,~~our oncommon ~~the~~stock ~~closing~~issuable ~~date~~will ofvary ~~this~~depending ~~offering,~~on ~~warrants, or~~ the ~~representative’s~~then-current ~~warrants,~~market toprice ~~the~~of ~~representative~~shares of ~~the~~our ~~underwriters,~~common ~~__________________~~stock insold ~~an amount equal~~ to ~~10% of~~ the ~~aggregate~~Selling ~~number~~Stockholder under ofthe ~~common~~Purchase ~~shares~~Agreement, ~~sold~~but bywill usnot inexceed ~~this offering. The exercise price of~~ the ~~representative’s~~number ~~warrants~~set isforth ~~equal~~in ~~to 1.20% of~~ the ~~price~~preceding ofparagraphs ~~our~~unless ~~common~~we ~~shares~~file ~~offered~~an ~~hereby.~~additional ~~The~~registration statement ~~representative’s~~under ~~warrants~~the ~~are~~Securities ~~exercisable~~Act ~~for a period~~ of 51933, ~~years~~as ~~from~~amended (the ~~effective~~“Securities ~~date~~Act”), ofwith the ~~registration~~Securities ~~statement~~and ofExchange ~~which~~Commission (“SEC”), ~~this prospectus forms a part~~ and ~~will~~we ~~terminate~~obtain on the ~~fifth~~approval ~~anniversary~~ of the ~~effective~~issuance ~~date~~of shares of ~~the~~common ~~registration~~stock ~~statement.~~by ~~Shares~~our ~~underlying~~stockholders ~~the~~in ~~underwriters’~~accordance ~~warrants~~with ~~are~~the ~~being~~applicable stock ~~registered~~exchange rules.

~~The~~Under ~~registrant~~the ~~hereby~~terms ~~amends~~of ~~this~~the ~~registration~~Purchase ~~statement~~Agreement, onand ~~such~~as ~~date~~calculated orpursuant ~~dates~~to asSection ~~may~~13(d) beof ~~necessary~~the toExchange ~~delay~~Act ~~its~~and ~~effective~~Rule ~~date~~13d-3 ~~until~~promulgated ~~the~~thereunder, ~~registrant~~we shall ~~file~~not aissue ~~further~~or sell, ~~amendment~~and ~~which specifically~~the ~~states~~Selling ~~that~~Stockholder ~~this~~shall ~~registration~~not ~~statement~~purchase ~~shall~~or ~~thereafter~~acquire, ~~become~~any ~~effective~~shares inof ~~accordance~~common stock which, when aggregated with ~~Section 8(a)~~all other shares of common stock then beneficially owned by the ~~Securities Act~~Selling ofStockholder ~~1933,~~and asits ~~amended~~affiliates, orwould ~~until~~result in the ~~registration~~Selling ~~statement~~Stockholder ~~shall~~beneficially owning ~~become~~more ~~effective~~than on9.99% ~~such~~of ~~date as~~ the ~~Commission,~~then ~~acting~~issued ~~pursuant~~and ~~to such~~outstanding ~~Section 8(a),~~shares ~~may~~of ~~determine.~~common stock.

~~The~~Our ~~information~~common instock ~~this~~is ~~prospectus~~listed ison ~~not complete and may be changed. We may not sell these securities until~~ the ~~registration~~OTC ~~statement~~Pink ~~filed~~Sheets ~~with~~under the ~~Securities and~~symbol ~~Exchange Commission is effective~~“MGAM.” ~~This~~On ~~prospectus~~February is11, ~~not~~2026, anthe ~~offer~~last toreported ~~sell~~sales ~~these~~price ~~securities~~of ~~and~~our ~~it is not soliciting an offer to buy~~common ~~these~~stock ~~securities~~on ~~in any jurisdiction where~~ the ~~offer~~OTC orPink ~~sale~~Sheets iswas ~~not~~$0.097 ~~permitted~~per share.

~~SUBJECT~~We TOare ~~COMPLETION,~~not selling any securities under this prospectus and will not ~~DATED~~receive ~~DECEMBER~~any 23of the proceeds from the sale of the shares of our common stock by the Selling Stockholder. Assuming the closing price per share of $0.10, ~~2021~~which was the closing price of our common stock on February 6, 2026, we will receive up to $10 million in aggregate gross proceeds. The actual proceeds from the Selling Stockholder may be more or less than this amount depending on the number of shares of our common stock sold and the price at which the shares of our common stock are sold.

~~PRELIMINARY~~The ~~PROSPECTUS~~Selling Stockholder may offer, sell or distribute all or a portion of the shares of our common stock acquired under the Purchase Agreement and hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices. We will bear all costs, expenses and fees in connection with the registration of the shares of our common stock, including with regard to compliance with state securities or “blue sky” laws. The Selling Stockholder will bear all commissions and discounts, if any, attributable to its sale of shares of our common stock. See “Plan of Distribution” on page 20 for more information about how the Selling Stockholder may sell or otherwise dispose of the shares of common stock being registered pursuant to this prospectus. The Selling Stockholder is an underwriter under the Securities Act with respect to the resale of shares held by it.

~~Common~~You ~~Shares~~should read this prospectus and any prospectus supplement or amendment carefully before you invest in our securities.

~~MOBILE~~Investing ~~GLOBAL~~in ~~ESPORTS~~our securities ~~INC~~involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page 5 of this prospectus, and under similar headings in any amendment or supplement to this prospectus or in any other documents incorporated by reference into this prospectus.

~~1,000,000~~NEITHER ~~Shares~~THE ofSECURITIES AND ~~Common~~EXCHANGE ~~Stock~~COMMISSION ~~being~~NOR ~~offered~~ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY byOR ~~the~~ACCURACY ~~Company~~OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

~~1,500,000~~The ~~Shares~~date of ~~Common~~this ~~Stock~~prospectus ~~being~~is , ~~sold by the Selling Stockholders~~2026.

~~This~~TABLE isOF a firm commitment offering (the “Offering”) of shares of our common stock (“Common Stock”), par value $0.0001 per share. The assumed public offering price of each share of Common Stock is $6.00. Prior to this offering, there has been no public market for our Common Stock. Of the total securities being offered under this prospectus (the “Prospectus”), Mobile Global Esports Inc. (the “Company”) is offering 1,000,000 shares (the “Company Offering Shares”) ;The selling stockholders named in the section entitled “Selling Stockholders” in this prospectus (the “Selling Stockholders”) are offering 1,500,000 shares (the “Selling Stockholder Shares”).CONTENTS

This is the initial public offering of common shares of MOBILE GLOBAL ESPORTS, INC. The offering price of our common shares in this offering is expected to be $6.00 per share.

	Page
About This Prospectus	ii
Cautionary Statement Regarding Forward Looking Statements	iii
Industry and Market Data	iv
Prospectus Summary	1
The Offering	4
Risk Factors	5
The Committed Equity Financing	12
Use of Proceeds	16
Market Information	17
Dividend Policy	17
The Selling Stockholder	18
Plan of Distribution	20
Description of Capital Stock	22
Legal Matters	24
Experts	24
Business	25
Management’s Discussion and Analysis of Financial Condition and Results of Operations	38
Management	47
Executive Compensation	49
Certain Relationships and Related Party Transactions	51
Security Ownership of Certain Beneficial Owners and Management	52
Where You Can Find More Information	53
Index to Financial Statements	F-1

We intend to apply to list our common shares on the Nasdaq Capital Market under the symbol “MOGL.” There is no assurance that such application will be approved, and if our application is not approved, this offering may not be completed.

Investing in our common shares involves a high degree of risk. Before buying any shares, you should carefully read the discussion of material risks of investing in our common shares in “Risk Factors” beginning on page 5 of this prospectus.

We are an “emerging growth company” as defined under the federal securities laws and, as such, will be subject to reduced public company reporting requirements. See “Prospectus Summary—Implications of Being an Emerging Growth Company” for additional information.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

	Per Share		Total
Initial public offering price	$	6.00	$	6,000,000
Underwriting discounts(1)	$	0.60	$	600,000
Proceeds to us before expenses to us(2)	$	5.40	$	5,400,000

(1) The Company has agreed to sell the securities to the underwriter identified herein at a discount of 10% of the offering price per share and to issue Underwriter’s Warrants to purchase shares of our Common Stock equal to 10% of the aggregate number of Company Offering Shares initially sold in this Offering (excluding the underwriter’s over-allotment option), exercisable for five years commencing on the six month anniversary of closing, at an exercise price equal to 1.20% of the public offering price of each Company Offering Share, or $7.20 per share. Please refer to the section entitled “Underwriting” in this Prospectus for additional information regarding total compensation to be received by the underwriter. For a description of other terms of the representative’s warrants and a description of the other compensation to be received by the underwriters, see “Underwriting.”

(2) Does not include estimated offering expenses including, without limitation, legal, accounting, auditing, escrow agent, transfer agent, other professional, printing, advertising, travel, marketing, blue-sky compliance and other expenses of this Offering. We estimate the total expenses of this Offering, excluding the underwriter’s discount of $600,000 and non-accountable expense allowance of $120,000, will be approximately $300,000. The underwriters expect to deliver the common shares against payment as set forth under “Underwriting,” on or about , 2022.

(WEST PARK LOGO)

WESTPARK CAPITAL, INC.

The date of this prospectus is December 23, 2021

Table of Contents

OVERVIEW OF THE COMPANY		1
OFFERING SUMMARY		3
RISK FACTORS		5
Risks Related to Our Business		5
Risks Related to the Company’s Management		13
Risks Related to Intellectual Property and Technology		14
Risks Related to Our Common Stock		15
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		17
USE OF PROCEEDS		18
DIVIDEND POLICY		19
CAPITALIZATION		19
DILUTION		20
SELECTED HISTORICAL FINANCIAL DATA		21
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		22
THE BUSINESS OF MOGO		23
The Online Esports Industry.		23
Real Money Games: Skill or Chance		24
University Esports.		25
OUR MARKET IN INDIA		26
OUR MARKETING PLAN		27
HOW WE WILL GENERATE REVENUES		28
COMPETITION		29
Our Competitive Strengths.		29
TECHNOLOGY AND SERVICES REQUIRED		30
MOGO’s Plan for the Technical Challenges in India.		30
INTELLECTUAL PROPERTY		31
RESEARCH AND DEVELOPMENT		31
EMPLOYEES		31
FACILITIES		32
GOVERNMENT REGULATION		32
LEGAL PROCEEDINGS		32

MATERIAL AGREEMENTS		32
The SII-MOGO Founders Agreement and Supplement Agreement		33
Retention of Mr. Butler, Mr. Rennert and Ms. Chang as Consulting Managing Directors of Technology for MOGO		38
Licensing Software Agreement with Artemis Avenue, LLC		38
MOGO Core Platform Agreement with Artemis Avenue, LLC		39
Employee and Consulting Agreements		39
MANAGEMENT		40
Directors and Executive Officers.		40
Mobile Global Esports’ SII Counterparts in India.		42
Board of Advisors.		42
Executive Offices.		43
Director Independence.		43
Committees of the Board of Directors.		43
Code of Business Conduct and Ethics.		45
EXECUTIVE COMPENSATION		45
PRINCIPAL STOCKHOLDERS		45
CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS		46
DESCRIPTION OF CAPITAL STOCK		46
Authorized Capital Stock.		46
Common Stock.		46
Preferred Stock.		46
Warrants.		47
Authorized but Unissued Shares.		47
Limitation on Directors’ Liability.		47
Transfer Agent.		47
SHARES AVAILABLE FOR FUTURE SALE		50
UNDERWRITING		50
LEGAL MATTERS		55
EXPERTS		55
WHERE YOU CAN FIND MORE INFORMATION		55
Index to Financial Statements		F-1
PART II—INFORMATION NOT REQUIRED IN PROSPECTUS		II-1

ABOUT THIS PROSPECTUS

This prospectus relates to the resale by the Selling Stockholder, from time to time, of up to an aggregate of 100,000,000 shares of common stock. We are not selling any shares of common stock under this prospectus, and we will not receive any proceeds from the sale of shares of common stock offered hereby by the Selling Stockholder.

You should rely only on the information provided in this prospectus. We have not authorized anyone to provide you with any other information and we take no responsibility for, and can provide no assurances as to the reliability of, any other information that others may give you. The information contained in this prospectus speaks only as of the date set forth on the cover page and may not reflect subsequent changes in our business, financial condition, results of operations and prospects.

We are not, and the Selling Stockholder is not, making offers to sell these securities in any jurisdiction in which an offer or solicitation is not authorized or permitted or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer or solicitation. You should read this prospectus in its entirety before making an investment decision. You should also read and consider the information in the documents to which we have referred you in the section entitled “Where You Can Find More Information.”

~~We are responsible for the information contained~~CAUTIONARY inSTATEMENT ~~this~~REGARDING ~~prospectus~~FORWARD-LOOKING and any free writing prospectus we prepare or authorize. We have not, and the underwriters have not, authorized anyone to provide you with different information, and we and the underwriters take no responsibility for any other information others may give you. We are not, and the underwriters are not, making an offer to sell our common shares in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of this prospectus, regardless of the time of delivery of this prospectus or the sale of any common shares.STATEMENTS

~~For~~This ~~investors~~prospectus ~~outside~~contains forward-looking statements, which reflect the ~~United~~views ~~States:~~of ~~Neither~~our management with respect to future events and financial performance. These forward-looking statements are wesubject ~~nor~~to ~~the~~a ~~underwriters~~number ~~have~~of ~~done~~uncertainties ~~anything~~and other factors that ~~would~~could ~~permit~~cause ~~this~~actual ~~offering~~results orto ~~possession~~differ ormaterially ~~distribution~~from ofsuch ~~this~~statements. ~~prospectus~~Forward-looking statements inare ~~any~~identified ~~jurisdiction~~by words such as “anticipates,” “believes,” “estimates,” “expects,” ~~other~~“intends,” ~~than~~“plans,” “projects,” “targets,” and similar expressions. Such forward-looking statements may be contained in the ~~United~~sections ~~States~~“Risk Factors,” ~~where~~and ~~action~~“Business,” ~~for~~among ~~that~~other ~~purpose~~places isin ~~required~~this prospectus. Readers ~~Persons~~are ~~outside~~cautioned not to place undue reliance on these forward-looking statements, which are based on the ~~United~~information ~~States~~available ~~who~~to management ~~come~~at ~~into~~this ~~possession~~time and which speak only as of this ~~prospectus~~date. ~~must~~We ~~inform~~undertake ~~themselves~~no ~~about,~~obligation ~~and~~to ~~observe~~update or revise any ~~restrictions~~forward-looking ~~relating~~statements, whether toas a result of new information, ~~the~~future ~~offering~~events or otherwise. For a discussion of some of the ~~common~~factors ~~shares~~that ~~and~~may ~~the~~cause ~~distribution~~actual results ofto ~~this~~differ ~~prospectus~~materially ~~outside~~from those suggested by the ~~United~~forward-looking ~~States~~statements, please read carefully the information under “Risk Factors.”

~~Until~~The ~~and~~identification ~~including~~in ~~January~~this ~~17,~~document ~~2022 (25 days after the date~~ of ~~this prospectus), all dealers~~ factors that ~~buy,~~may ~~sell~~affect orfuture ~~trade~~performance ~~our~~and ~~common~~the ~~shares,~~accuracy ~~whether~~of orforward-looking ~~not~~statements ~~participating~~is inmeant ~~this offering,~~to ~~may~~ be ~~required~~illustrative toand ~~deliver~~by ano ~~prospectus~~means exhaustive. All ~~This~~forward-looking ~~delivery~~statements ~~requirement~~should isbe inevaluated ~~addition~~with to the ~~obligation~~understanding of ~~dealers~~their toinherent ~~deliver a~~uncertainty. ~~prospectus~~You ~~when~~may ~~acting~~rely asonly ~~underwriters~~on ~~and~~the ~~with~~information contained ~~respect~~in tothis ~~their unsold allotments or subscriptions~~prospectus.

~~CONVENTIONS~~We ~~THAT~~have ~~APPLY~~not TOauthorized ~~THIS~~anyone ~~PROSPECTUS~~to provide information different from that contained in this prospectus. Neither the delivery of this prospectus nor the sale of our common stock means that information contained in this prospectus is correct after the date of this prospectus. This prospectus is not an offer to sell or solicitation of an offer to buy these securities in any circumstances under which the offer or solicitation is unlawful.

Unless otherwise indicated or the context otherwise requires, all references in this prospectus to the terms MOGO, the “Company,” “we,” “us” and “our” refer to MOBILE GLOBAL ESPORTS INC.

We have made rounding adjustments to some of the figures included in this prospectus. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them.

Unless the context indicates otherwise, all information in this prospectus assumes no exercise by the underwriters of their over-allotment option and no exercise of the representative’s warrants.

iii

INDUSTRY AND MARKET DATA

This prospectus includes market, industry, and demographic data and forecasts obtained from third-party sources, including independent industry publications, market research firms, industry associations, and publicly available information. These data and forecasts involve assumptions and estimates and are subject to inherent uncertainties and limitations.

While we believe the information obtained from these third-party sources is reliable and that the assumptions and estimates underlying it are reasonable, we have not independently verified the accuracy or completeness of this information. In addition, projections, estimates, and forecasts included in this prospectus are subject to change. They may differ materially from actual results due to a variety of factors, including changes in market conditions, consumer behavior, regulatory developments, technological innovation, and competitive dynamics.

Statements regarding market size, growth rates, participation levels, demographic characteristics, and industry trends are based on data available as of the date of this prospectus. They may not be indicative of future performance. The inclusion of such information should not be construed as a representation by us that the applicable market size or growth will be achieved.

PROSPECTUS SUMMARY

The following summary highlights ~~information~~certain of the information contained elsewhere in or incorporated by reference into this prospectus. ~~and~~Because this is only a summary, however, it does not contain all of the information you should consider before investing in our ~~common~~securities and it is qualified in its entirety by, and ~~shares~~should be read in conjunction with, the more detailed information included elsewhere in or incorporated by reference into this prospectus. Before ~~You~~you make an investment decision, you should read ~~the~~this entire prospectus carefully, including ~~“Risk~~the ~~Factors,”~~risks ~~“Management’s~~of ~~Discussion~~investing ~~and Analysis~~in ofour ~~Financial~~securities discussed ~~Condition~~under ~~and~~the ~~Results~~section of ~~Operations,”~~this ~~and~~prospectus ~~our~~entitled ~~financial~~“Risk ~~statements~~Factors” and ~~the~~similar ~~related~~headings ~~notes~~in ~~thereto,~~the inother ~~each~~documents that are ~~case~~incorporated ~~included~~by inreference into this prospectus. You should also carefully ~~consider~~read the information incorporated by reference into this prospectus, including ~~among~~our ~~other~~financial ~~things~~statements, and the ~~matters~~exhibits ~~discussed~~to in the ~~section~~registration statement of which this prospectus ~~titled~~ ~~“Business”~~is ~~before~~a ~~making an investment decision~~part.

~~OVERVIEW~~Unless OFthe ~~THE~~context ~~COMPANY~~otherwise requires, references to “we,” “our,” “us,” “MGAM” or the “Company” in this prospectus refers to Mobile Global Esports, Inc.

MOGO has been created to develop and commercialize international esports, beginning with university esports events in India. Its management has experience in the esports business, and has contracted for consulting services with Sports Industry of India, Inc. (SII). SII has promoted, operated and commercialized a total of 27 esports tournaments in India since May 2021. These events were virtual inter- and intra-university rivalry tournaments co-sponsored by MOGO, SII and its Indian subsidiary, EliteUniversal Sports Alliance India Pvt. Ltd. (“EUSAI”), held between May and December 2021. These events reached an audience of over 450,000 viewers (266,000 viewers were added in the previous 90 days, which reflects the recent momentum in the gain of a wider audience), according to SII’s YouTube Channel analytics. In 2020, the global audience for gaming video content (GVC) grew to reach 1.2 billion viewers. This represents a 18 percent growth from the previous period, as gaming streams became a popular social activity and distraction during coronavirus-related lockdowns.1Overview

~~SII~~We ~~has~~are ~~granted to MOGO~~ a ~~limited~~technology ~~license~~and ~~to commercially~~intellectual-property-driven ~~exploit~~gaming ~~certain~~and ~~rights~~digital ~~held~~entertainment bycompany ~~SII~~developing ~~and~~proprietary ~~SII’s~~platforms ~~subsidiary~~that deliver skill-based, ~~EUSAI~~data-supported, ~~associated~~and ~~with~~highly ~~the~~personalized interactive ~~development,~~experiences. ~~organization,~~The ~~promotion,~~Company’s ~~marketing and~~focus ~~distribution~~is ofon ~~esports~~creating ~~leagues,~~curated ~~games,~~engagement ~~tournaments,~~ products ~~and~~that ~~programing~~blend infantasy ~~India,~~sports ~~Pakistan~~frameworks, ~~Nepal~~predictive modeling, ~~Sir~~gamification ~~Lanka~~mechanics, and ~~Bhutan~~behavioral ~~with the~~personalization ~~participation~~to ofdrive 73user ~~EUSAI-member~~participation ~~universities~~through ~~with~~direct ~~whom~~team ~~SII~~ownership oracross ~~EUSAI~~underserved and ~~has~~emerging ~~contractual~~segments orof ~~correspondence~~the ~~relationships~~sports entertainment marketplace.

~~SII~~MGAM’s ~~has~~current ~~also~~strategy ~~agreed~~emphasizes tothe ~~provide consulting services~~development ~~over~~and ~~the~~commercialization ~~term~~ of ~~the~~technology ~~license through August 31~~assets, ~~2024,~~data-driven ~~assuming~~scoring ~~this offering is successful. If sufficient funding is not available~~engines, ~~SII will terminate its consulting services. The agreement with SII provides for gross revenues generated under the license to be applied to out~~mobile-~~of-pocket~~first ~~expenses~~user ~~of MOGO~~interfaces, ~~then to out of pocket expenses of SII,~~ and ~~then~~proprietary ~~the~~behavioral-logic systems ~~balance~~designed ~~distributed 80%~~ to ~~MOGO~~support ~~and~~next-generation ~~20%~~fantasy ~~to SII as a license fee~~formats. ~~SII~~These ~~reserves~~products ~~all~~are ~~rights~~intended to ~~license,~~offer ~~manufacture~~users ~~and~~deeper ~~distribute~~strategic ~~merchandise~~optionality ~~that includes team logos, name, likeness~~ and ~~imagery~~more ofimmersive ~~MOGO,~~experiences ~~MOGO~~than ~~games~~conventional ~~and/or~~fantasy ~~MOGO~~sports content. SII agrees to pay MOGO a merchandise royalty equal to one-third of merchandise proceeds received from sales of MOGO merchandise after a deduction of specified costs. (See “Material Agreementsmodels,” ~~page~~which ~~32).~~often ~~There is~~rely ofon ~~course~~simplified noscoring ~~assurance~~systems ~~that~~and ~~significant~~limited ~~revenues will be generated, or that gross revenues will be sufficient to cover out of pocket expenses, or provide excess revenues to distribute to the parties~~personalization.

~~Management~~The ~~believes~~Company’s ~~these~~flagship ~~assigned~~product ~~rights~~initiative is ~~set~~Dominus, a proprietary fantasy simulation and scoring engine initially launched for Major League Baseball applications that allows ~~MOGO~~owners ~~apart~~to ~~from~~strategically ~~other~~run ~~competitors~~franchises under Major League Baseball rules for earnings pools. Dominus takes official MLB stats and ~~will~~real baseball ~~provide~~events, itassigns a ~~working~~linear ~~base~~weight ofto ~~universities~~each ~~who~~event, ~~wish~~then filters them through proprietary algorithms to ~~pursue~~produce ~~the~~an ~~promotion~~interactive game box-score performance that determines who wins and ~~commercialization~~loses on that particular day. MGAM is currently adapting the underlying Dominus algorithms ofand ~~esports~~data-processing framework for potential use in additional sports applications, including college and professional football and basketball, with ~~MOGO~~internal ~~across~~expectations ~~India~~to evaluate beta or MVP testing during 2026. There can be no assurance as to the timing, scope, commercial viability, market acceptance, regulatory qualification, or continued development of these additional applications.

1MGAM ~~https://www.statista.com/statistics/516754/gaming~~supports the personalization components of its fantasy products through PUHZL, the Company’s proprietary behavioral analytics and engagement-~~video-~~logic engine. PUHZL is designed to assist with personalization, predictive preference modeling, user segmentation, curated content~~-viewer-number-global/~~ recommendations, and gameplay optimization. PUHZL remains in active development, and the Company expects its capabilities to evolve. There can be no assurance that PUHZL will operate as intended, that data inputs will prove reliable, or that personalization functions will achieve measurable adoption.

~~The~~In ~~university~~November ~~sports~~2025, ~~segment~~MGAM iscompleted ~~generally~~the ~~under-developed~~acquisition inof ~~India,~~substantially ~~and~~all ~~had~~of ~~not~~the ~~been~~assets ~~commercialized~~of ~~until~~Reality ~~SII~~Sports ~~televised~~Online ~~the~~(“RSO”), ~~basketball~~a ~~championships~~fantasy ~~and~~sports ~~introduced~~technology ~~American~~platform ~~tackle~~that, ~~football~~based inon information ~~2014.~~provided ~~The~~by ~~university~~the ~~system~~seller, inhistorically ~~India~~supported ~~has~~more ~~over~~than ~~37 million students~~7,500 ~~993~~active ~~universities,~~seasonal ~~39,931~~fantasy ~~colleges~~participants and ~~10,725~~maintained ~~institutions.~~an ~~For~~email ~~example,~~database exceeding of40,000 ~~the EUSAI-member universities~~users, ~~the~~with ~~14th~~reported ~~largest~~year-over-year ~~Indian~~retention ~~university,~~rates ~~the~~above ~~University~~90%. ofThe ~~Mumbai,~~acquisition ~~has~~included ~~549,432~~platform ~~students~~code, ~~and~~scoring ~~the 31st largest university~~logic, ~~Osmania University~~user-interface assets, ~~has~~and ~~over~~associated ~~300,000~~intellectual ~~students~~property.2

~~The~~While ~~first~~management ~~Inter-University~~believes ~~Esports~~that ~~Championship~~the RSO user base inand ~~India~~technology ~~was~~assets ~~held~~may incomplement athe ~~sold-out~~Company’s ~~campus~~product ~~arena~~roadmap, atthere ~~Lovely~~can ~~Professional~~be ~~University~~no inassurance ~~2017.~~that ~~The~~historical ~~event~~retention ~~was~~levels ~~sponsored~~will continue, bythat ~~SII~~users ~~and~~will ~~its~~migrate ~~subsidiary~~to MGAM-developed products, ~~EUSAI~~ or that integrating RSO technologies will result in commercial benefits.

2In ~~All~~addition ~~India~~to ~~Survey~~potential onlicensing ~~Higher~~and ~~Education 2018~~fantasy-~~19.~~participation revenues, ~~Government~~the ofCompany ~~India.~~intends ~~Ministry~~to ofevaluate ~~Human~~advertising-supported ~~Resource~~and ~~Development.~~content-monetization ~~Department~~channels ofbeginning ~~Higher~~in ~~Education.~~2026, ~~New~~subject ~~Delhi.~~to ~~2019;~~user-traffic scale, ~~https://www.livemint.com/education/news/india~~third-~~s-higher-education-student-population-grows-by-8-lakh-hrd-ministry-1569081600712.html;~~party distribution arrangements, regulatory considerations, technology execution, and ~~https://en~~available resources.~~wikipedia~~ There can be no assurance that content traffic will develop at commercial levels, that advertisers will participate, or that monetization efforts will generate material revenues.~~org/wiki/List_of_largest_universities_and_university_networks_by_enrollment~~

Historically, MGAM pursued a business strategy centered on collegiate mobile esports events in India. While those activities provided exposure to interactive entertainment and sports-driven engagement models, the Company no longer conducts esports tournaments. It is now focused primarily on the development and commercialization of technology, data-supported fantasy applications, and proprietary gamified entertainment platforms.

Corporate History and Information

We were incorporated on March 11, 2021 under the laws of the State of Delaware under the name “Elite Esports, Inc.” and changed our name to “Mobile Global Esports Inc.” on April 21, 2021. Our principal executive offices are located at 500 Post Road East, 2nd Floor, Westport, CT 06880, and our telephone number is (475) 666-8401. We maintain a website at https://www.mobileglobal.us/ where general information about us is available. The information contained on our website is not incorporated by reference into this prospectus, and you should not consider any information contained on, or that can be accessed through, our website as part of this prospectus or in deciding whether to purchase our securities.

Recent Developments

Promissory Note Purchase Agreement

On December 1, 2025, we entered into a Securities Purchase Agreement (the “Promissory Note Purchase Agreement”) with the Selling Stockholder, pursuant to which the Company sold the Investor an unsecured original issue discount promissory note in the principal amount of $75,000 (the “Promissory Note”) for which the Company received net proceeds of $65,000. The proceeds from the sale of the Promissory Note shall be used for working capital.

The Promissory Note carries an interest rate of 10%, which shall be applied to the principal on the issuance date of the Promissory Note, and is payable on the maturity date of December 1, 2026. The Promissory Note is convertible into common stock of the Company at any time after the 180^th daily anniversary of the Promissory Note or at any time following an event of default. The conversion price shall be $0.06 per share (the “Fixed Price”), however, if 6 months after the date of issuance the Company’s common stock trades below $0.06 for more than 5 consecutive trading days, then the Fixed Price shall be lowered to the lowest traded price during the default period. In the event that the Company’s common stock trades below such adjusted price per share for more than 5 consecutive trading days, then the Fixed Price shall be eliminated and the conversion price shall reset to the lowest traded price throughout the period of default and shall be re-adjusted every 21 days that the Promissory Note remains in default.

~~OFFERING~~The ~~SUMMARY~~Promissory Note provides for standard and customary events of default such as failing to timely make payments under the Promissory Note when due, the failure of the Company to timely comply with the Securities Exchange Act of 1934 reporting requirements and the failure to maintain a listing on the OTC Markets. The Promissory Note also contains customary covenants. At no time may the Promissory Note be converted into shares of the Company’s common stock if such conversion would result in the Investor, or its affiliates owning an aggregate of more than 9.99% of the then outstanding shares of the Company’s common stock.

~~This~~The ~~summary~~Promissory ~~highlights~~Note ~~certain~~was ~~information about this offering~~ and ~~selected~~was ~~information~~issued ~~contained elsewhere~~ in ora ~~incorporated by reference into this prospectus. This summary is~~private ~~not~~placement ~~complete~~in ~~and~~reliance ~~does~~upon ~~not~~an ~~contain~~exemption ~~all~~from ofregistration ~~the~~provided ~~information~~by ~~that~~Section ~~you should consider before deciding whether to invest in shares of our Common Stock. For~~ 4(a)(2) ~~more complete understanding~~ of ~~our company and this offering, we encourage you to read and consider carefully~~ the ~~more~~Securities ~~detailed information~~Act inof this prospectus, including the information incorporated by reference into this prospectus, and the information referred to under the heading “RISK FACTORS” in this prospectus on page 5, and in the documents incorporated by reference into this prospectus1933.

Issuer	Mobile Global Esports Inc., was originally incorporated in the State of Delaware under the name, Elite Esports Inc, on March 11, 2021, and changed its name to Mobile Global Esports Inc. on April 21, 2021.
Common Stock offered by us	We are offering (1) 1,000,000 shares (the “Company Offering Shares”) of our common stock, par value $0.001 (“Common Stock”) assuming the underwriter does not exercise its over-allotment option, or 1,150,000 shares of Common Stock, assuming the underwriter exercise its over-allotment option in full. In addition, the Selling Stockholders are offering 1,500,000 shares of Common Stock (the “Selling Stockholder Shares”). There is no over-allotment with respect to the shares sold by the Shareholders.
Common Stock outstanding prior to the offering	16,809,800.
Common Stock to be outstanding after this offering	Expected to be 17,809,800 total shares, of which 1,000,000 shares will be held by the public, 2,650,000 shares will be held by SII, and the balance of 14,159,800 shares will be held by other MOGO shareholders, assuming the over-allotment is not exercised.
Common Stock Trading symbol	Our Common Stock is expected to be quoted for trading on the Nasdaq Stock Market, and may trade under the symbol “MOGL” once and if we receive authorization.
Use of proceeds	We intend to use the net proceeds from the offering to purchase strategic technology licenses and for working capital purposes. See “Use of Proceeds.”
Risk factors	This investment involves a high degree of risk. See “Risk Factors” and other information included or incorporated by reference in this prospectus beginning on page 5 for a discussion of certain factors you should carefully consider before deciding to invest in shares of our Common Stock.
Lock-up	All of our directors, officers and principal shareholders (defined as owners of 5% or more of our common shares), and certain other shareholders, have agreed with the underwriters, subject to certain exceptions, not to sell, transfer or dispose of, directly or indirectly, any of our common shares or securities convertible into or exercisable or exchangeable for our common shares held at the conclusion of this offering for a period of 12 months after the date of this prospectus. See “Shares Eligible for Future Sale” and “Underwriting” for more information.

Equity Line of Credit Agreement

~~(1)~~On ~~Unless~~December ~~otherwise~~1, ~~indicated~~2025, ~~all information~~the ~~contained~~Company inalso ~~this~~entered into ~~prospectus~~the ~~assumes~~Purchase noAgreement ~~exercise~~with of the ~~underwriters’~~Selling ~~over-allotment~~Stockholder. ~~option,~~Pursuant to the ~~representative’s~~ ~~warrants~~Purchase Agreement, the ~~250,000~~Company ~~vested~~agreed ~~warrants~~to ~~presently outstanding~~sell, and the ~~750,000 contingent unvested warrants~~Selling ~~presently~~Stockholder ~~outstanding,~~agreed ~~and~~to ispurchase ~~based~~up onto 16$10,~~809~~000,~~800~~000 ~~common~~(the ~~shares~~“Commitment ~~outstanding~~Amount”) as of ~~November~~the ~~30,~~Company’s ~~2021~~common stock.

~~Corporate~~The ~~Information~~transactions contemplated by the Purchase Agreement are subject to the Company registering the Investor’s resale of the Purchase Shares on a registration statement to be filed with the SEC. Concurrent with the execution of the Purchase Agreement, the Company entered into a registration rights agreement with the Selling Stockholder (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Company agreed to file a registration statement on Form S-1 (the “ELOC Registration Statement”) with the SEC covering the resale of the Purchase Shares sold under the Purchase Agreement, within 45 days of the date of execution of the Purchase Agreement and Registration Rights Agreement and to use its best efforts to have the Registration Statement and any amendment declared effective by the SEC at the earliest possible date. The registration rights granted under the Registration Rights Agreement are subject to certain conditions and limitations and are subject to customary indemnification and contribution provisions.

~~Our~~In ~~principal~~connection ~~executive~~with ~~office~~entering isinto ~~located~~the ~~at 616~~Purchase ~~South~~Agreement, Elthe ~~Camino~~Company ~~Real,~~issued ~~Suite~~to H,the ~~San~~Selling ~~Clemente~~Stockholder, ~~California~~500,000 ~~92672-4294~~restricted shares of common stock as commitment shares. ~~Our~~The ~~telephone~~commitment shares ~~number~~will isnot ~~949-573-0628~~be ~~and~~registered ~~our~~under ~~hotline~~the ~~telephone~~Registration ~~number is~~Rights ~~203-400-2007~~Agreement.

~~Our~~Increase ~~registered office~~ in ~~India~~Authorized isShares ~~located~~of atCommon ~~43/5 Vijaya Rashmi Residency, Building A-2, Near Ganpati Matha, Warje Malwadi, Pune 411058.~~Stock

~~Our~~On ~~agent~~January ~~for~~12, ~~service~~2026, we filed a Certificate of Amendment ~~process~~with inthe Secretary of State of the ~~United~~State of Delaware to the our Certificate of Incorporation (the “Certificate of Amendment”) ~~States~~to isincrease ~~National~~the ~~Registered~~number ~~Agents~~of authorized shares of the Company’s common stock from 100,000,000 ~~Inc~~to 300,000,000. The ~~registered~~Certificate ~~office~~of Amendment was approved by our stockholders by written consent in lieu of ~~the~~a ~~Corporation~~meeting on December 5, 2025, as reported in the ~~State~~Definitive ofInformation Statement ~~Delaware~~on isSchedule ~~located~~14C atfiled ~~160~~with ~~Greentree Drive,~~the ~~Suite~~Securities ~~101,~~and ~~Dover,~~Exchange DECommission ~~19904.~~on ~~County~~December of22, ~~Kent~~2025.

Our website, once activated, is located at http://www.mogoesports.com Information contained on, or that can be accessed through, our website is not a part of, and shall not be incorporated by reference into, this prospectus.

~~Summary~~THE ~~of Certain Financial Data~~OFFERING

~~For~~The ~~the~~following ~~period~~summary ~~ended~~contains ~~August~~basic ~~31, 2021 we did not~~information ~~generate~~about ~~any~~this ~~revenue~~offering. ~~and~~The ~~the~~summary ~~only~~is ~~expenses~~not ~~were~~intended ~~auditing~~to ~~and~~be ~~professional fees and bank charges of $28,930~~complete. ~~This~~You isshould read the ~~first~~full ~~reporting~~text ~~period~~ and ~~there~~more ~~are~~specific nodetails ~~data~~contained ~~for~~elsewhere in ~~prior~~this ~~periods~~prospectus.

MOBILE GLOBAL ESPORTS INC. BALANCE SHEET

Common stock offered by the Selling Stockholder		Up to 100,000,000 shares of the Company’s common stock, par value $0.0001 per share that may be issued by us to the Selling Stockholder, from time to time at our sole discretion, pursuant to the Purchase Agreement.

Common stock outstanding immediately prior to this offering		60,640,074 shares

Common stock outstanding immediately following this offering		160,640,074 shares

Terms of the offering		The Selling Stockholder will determine when and how it will dispose of any shares of our common stock that are registered under this prospectus for resale. See “Plan of Distribution” on page 20 of this prospectus.

Use of proceeds		We will not receive any of the proceeds from the sale of shares of our common stock offered by the Selling Stockholder. Additionally, we will not receive any proceeds from the issuance or sale of any Commitment Shares. We may receive up to $10,000,000 in aggregate gross proceeds from the Selling Stockholder under the Purchase Agreement in connection with sales of our shares of our common stock to the Selling Stockholder pursuant to the Purchase Agreement after the date of this prospectus. However, the actual proceeds may be less than this amount depending on the number of shares of our common stock sold and the price at which the shares of our common stock are sold and number of shares registered. We intend to use the net proceeds that we receive under the Purchase Agreement for working capital, repayment of recently issued promissory notes and other general corporate purposes. However, as of the date of this prospectus, we cannot specify with certainty all of the particular uses, and the respective amounts we may allocate to those uses, for any net proceeds we receive. See “Use of Proceeds” on page 16 of this prospectus.

Stock Symbol		Our common stock is listed on OTC Pink Sheets under the symbol “MGAM”.

AsThe number of ~~August~~shares ~~31,~~of our common stock to be outstanding after this ~~2021~~offering as shown above is based on 60,640,074 shares of our common stock outstanding as of February 11, 2026, and excludes:

ASSETS
	●	4,068,916 shares of common stock issuable upon exercise of warrants with a weighted average exercise price of $2.27 per share; and
Current Assets:
	●	7,871,103 shares of common stock issuable upon conversion of outstanding convertible notes.
Cash and cash equivalents		$	314,644
Stock subscription receivable			6,000
Total current assets			320,644
TOTAL ASSETS		$	320,644
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable		$	3,750
Total current liabilities			3,750
Commitments and contingencies			-
STOCKHOLDERS’ EQUITY
Preferred stock; $0.0001 par value; 10,000,000 shares authorized; nil shares issued and outstanding
Common stock; $0.0001 par value; 100,000,000 shares authorized; 16,809,800 shares issued and outstanding			1,681
Additional paid-in capital			344,143
Accumulated deficit			(28,930	)
Total stockholders’ equity			316,894
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	320,644

RISK FACTORS

Investing in our ~~Common~~securities ~~Stock~~ involves ~~a high degree of risk~~risks. Before purchasing ~~deciding~~the ~~whether~~securities tooffered ~~invest~~by inthis ~~our~~prospectus ~~Common Stock,~~ you should ~~consider~~ carefully read the ~~risks~~risk ~~and~~factors ~~uncertainties~~set ~~and~~forth ~~assumptions discussed~~herein ~~under~~and the ~~heading~~information ~~“Risk Factors” and elsewhere~~ contained in ~~this~~any applicable prospectus supplement. ~~There~~The ~~may~~risks beand ~~other~~uncertainties ~~unknown~~we ordiscuss ~~unpredictable~~in ~~economic, business,~~this ~~competitive,~~prospectus ~~regulatory~~are orthose ~~other factors~~ that ~~could~~we ~~have~~currently ~~material~~believe may ~~adverse~~materially ~~effects~~affect on our ~~future results~~company. IfAdditional ~~any of these~~ risks ~~actually~~ ~~occurs,~~not ~~our~~presently ~~business~~known, ~~business prospects, financial condition~~ or ~~results~~currently ofdeemed ~~operations~~immaterial, also could bematerially ~~seriously~~and ~~harmed. This could~~adversely ~~cause~~affect ~~the trading price of~~ our ~~Common~~financial ~~Stock to decline~~condition, ~~resulting~~results ~~in a loss~~ of ~~all~~operations, orbusiness ~~part~~and ~~of your investment~~prospects. ~~Please also read carefully the section entitled “Cautionary Note Regarding Forward-Looking Statements.”~~

Risks Related to Our Business and Industry

~~Our~~We ~~Business~~may ~~Plan~~not ~~contemplates~~be ~~establishing a~~successful ~~business~~ in ~~the~~creating ~~new~~a ~~area~~sustainable or ofprofitable ~~Mobile~~business ~~Esports~~based ~~Competition,~~on orour ~~“Esports~~proprietary ~~Gaming,”~~fantasy ~~and~~entertainment wetechnology ~~may~~platforms, ~~not~~which becould ~~successful~~adversely inaffect ~~establishing~~our financial acondition ~~profitable~~and ~~business~~results of operations.

~~Mobile~~Our ~~Sports~~business ~~Competitions,~~plan ~~utilizing~~contemplates ~~mobile~~the ~~cell~~development ~~phones, laptops,~~ and ~~tablets~~commercialization ~~to gather audiences and upon which players compete, is a relatively new industry. Our Management believes there is a great opportunity to create a new sports franchise out~~ of ~~this~~proprietary ~~industry,~~technology ~~generating~~platforms ~~substantial~~offering ~~revenues~~skill-based ~~from~~fantasy ~~ticket~~entertainment ~~sales~~products, ~~live~~ ~~streaming video, sponsors, advertisements, sales of merchandise associated with collegian~~ and ~~professional~~we ~~teams,~~may ~~and~~not ~~other revenue sources. But there is no assurance there will~~ be ~~market acceptance or great public interest~~ successful in ~~this~~creating ~~new~~a ~~sport,~~sustainable or ~~that~~profitable ~~we can generate significant revenues and profits from esports competitions and tournaments~~business.

~~Our~~If ~~initial~~our ~~focus~~proprietary ~~will~~data-driven bescoring ~~on building a business~~engines, ~~delivering~~behavioral-logic ~~mobile esports tournaments~~systems, ~~games~~ and ~~activities~~simulated infantasy ~~association~~outputs ~~with~~fail ~~approximately~~to 73function ~~Indian~~as ~~universities.~~intended ~~Although~~or ~~interest in~~achieve ~~mobile~~market ~~esports programming is growing in South Asia~~acceptance, ~~university mobile esports are new to Indian sub-continent audiences and broadcasts/streaming of~~ our ~~university league’s esports games and tournaments may not resonate with these audiences. As a result~~business, ~~we may not generate~~operating ~~sufficient~~results, ~~viewership to attract advertisers~~ and ~~increase the value of the media rights we intend to develop and promote. You should consider our business and~~ prospects incould ~~light~~be ofmaterially ~~the challenges, risks and difficulties we may encounter in this new and rapidly evolving mobile esports content market~~harmed.

~~Risks~~Our Company is developing proprietary data-driven scoring engines, behavioral-logic systems, and simulated fantasy outputs designed to ~~Our~~personalize ~~commercialization~~user ofengagement ~~licensed~~while giving owners the ~~rights~~opportunities ~~involving~~to ~~approximately~~directly 73own ~~Indian~~and ~~universities~~run their organization. These products remain in active development, and there is no assurance that they will function as intended, achieve regulatory qualification, produce meaningful user adoption, or generate material revenues. The fantasy sports and digital entertainment sectors are intensely competitive, subject to shifting consumer trends, rapidly evolving technology standards, data-licensing limitations, and significant marketing costs. We may not be able to acquire or retain users at commercially viable costs, and there can be no assurance that we will generate substantial revenues or profits from our technology, platforms, or associated engagement models.

~~SII~~If ~~has~~we ~~granted~~are tounable ~~MOGO a license~~ to ~~commercially~~successfully generate ~~exploit~~audience ~~certain~~traffic ~~rights~~or ~~held~~monetize bycontent ~~SII~~ through ~~SII’s~~advertising-supported ~~subsidiary,~~channels ~~EUSAI, associated with the development, organization, promotion, marketing~~ and ~~distribution of esports leagues~~partnerships, ~~games,~~our ~~tournaments,~~efforts ~~products~~to ~~and~~diversify ~~programing~~revenue ~~in India in participation with approximately 73 EUSAI-member~~streams ~~universities~~may ~~with~~not ~~whom~~yield ~~SII or EUSAI has contractual or correspondence relationships. We are relying on~~ the ~~commercialization~~anticipated ofresults ~~these rights~~and tocould ~~jumpstart~~negatively impact our ~~esports~~financial ~~business~~performance.

~~However,~~The ~~one~~Company orintends ~~more~~to orevaluate ~~all~~advertising-supported and ofcontent-monetization ~~such~~channels ~~universities, for~~beginning ~~whatever~~in ~~reason,~~2026. ~~could~~These ~~decide~~channels todepend ~~not~~on ~~finalize,~~the orability to ~~withdraw~~generate ~~from~~audience ~~their~~traffic, ~~arrangement~~secure ~~with EUSAI and/or SII~~advertising participation, ~~either~~negotiate ~~dropping~~access ~~the~~to ~~pursuit of esports altogether~~distribution, orand ~~nominating~~comply ~~new~~with ~~third~~applicable ~~parties~~regulations. toThere ~~assist~~can inbe ~~their~~no ~~development~~assurance ofthat ~~esports~~consumer ~~leagues~~traffic will ~~and teams~~scale, orthat ~~placing~~advertisers ~~restrictions on~~or ~~use~~distribution ofpartners ~~Brand~~will ~~Elements.~~engage, Ifthat athe ~~number~~economics of ~~universities~~content ~~withdrew,~~monetization itwill ~~could~~prove ~~have~~viable, aor ~~significant~~that these ~~negative~~efforts ~~impact~~will onproduce ~~our~~material ~~Company~~revenues ~~and~~within ~~successful implementation~~anticipated oftimeframes, ~~our~~if ~~business~~at ~~plan~~all.

~~The~~If ~~agreements~~development ~~with SII provide that SII is obligated to compensate participating universities and their players, including payment~~ of ~~any~~our ~~royalties~~Dominus orscoring ~~participations,~~ engine for ~~MOGO’s~~additional ~~use of~~sports ~~logos,~~applications ~~trademarks and names and likenesses associated with the universities and their players, and SII~~ is ~~also~~delayed ~~obligated~~or ~~to pay for lodging~~unsuccessful, ~~food~~or ~~and~~fails ~~transportation of Participating University players. Further, SII has agreed~~ to ~~invest~~achieve ~~capital~~acceptance in the ~~manufacturer~~marketplace, ~~marketing, distribution~~our ~~and sale of merchandise associated with esports programs. SII has agreed to provide consulting services to MOGO with regard to development of its esports~~ business, ~~through at least December 31, 2022. SII is not a public company, does not have substantial capital~~expansion ~~reserves,~~opportunities ~~and~~may ~~conceivably~~be ~~could~~limited ~~default in performance of one or more of these obligations. Any SII default would likely have a material negative effect on our Company~~ and our ~~successful~~operating ~~implementation~~results ofcould ~~our business plan~~suffer.

The Company is adapting its Dominus scoring engine for potential use in additional sports-based applications, including college and professional football. These initiatives remain subject to development, data availability, product-integration challenges, regulatory considerations, technology dependencies, and funding constraints. The Company’s internal expectations for beta evaluation in 2026 are inherently uncertain, and there can be no assurance that such products will be completed, released, or accepted by the market.

If our PUHZL behavioral-logic and personalization engine does not operate effectively or fails to enhance user engagement, our product adoption and competitiveness could be materially and adversely affected.

Our PUHZL behavioral-logic and personalization engine may not operate effectively or deliver meaningful results. PUHZL is intended to support personalization, preference modeling, and engagement optimization; however, the system relies on data inputs, predictive models, and algorithmic outputs that may prove inaccurate, unreliable, or commercially unimportant. Errors, biases, system failures, privacy restrictions, or data-licensing limitations could materially impair PUHZL’s functionality, reduce user satisfaction, and adversely affect the adoption of the Company’s products.

~~The~~If our ~~rights~~acquisition ~~assigned~~of toRSO’s ~~MOGO~~assets bydoes ~~SII~~not ~~under~~result in the ~~license~~ ofanticipated ~~rights~~benefits ~~and/~~or ~~correspondence~~user ~~relationships~~migration, byour ~~SII~~user-acquisition toassumptions, ~~Mogo~~growth prospects, ~~associated~~and ~~with~~financial ~~the~~results ~~approximately 73 universities are limited; SII~~ may ~~support~~be ~~MOGO~~adversely ~~competitors or become a competitor of MOGO in the future~~impacted.

~~The~~Our ~~limited~~acquisition ~~License~~of ~~granted~~substantially byall ~~SII~~of ~~to MOGO excludes~~RSO’s ~~material~~assets ~~areas~~may ofnot ~~esports~~generate ~~commercial~~the ~~exploitation~~expected ~~that~~benefits. ~~are~~Although ~~retained~~the byseller ~~SII.~~reported ~~SII~~a ~~retains~~historical ~~all~~audience ~~esports~~of ~~rights~~more ~~associated~~than ~~with~~7,500 ~~games~~active ~~between~~seasonal fantasy ~~Indian~~participants ~~teams~~ and ~~Pakistani~~a ~~teams.~~database Inexceeding ~~addition~~40,000 ~~rights~~email ~~are~~records, ~~not~~there ~~granted~~can ~~for~~be ~~“Excluded~~no ~~Games,”~~assurance ~~which~~that ~~are~~RSO ~~defined~~users aswill ~~games~~migrate ~~or tournaments~~to ~~that:~~MGAM ~~(i)~~products, ~~would~~that integration bewill ~~transmitted~~proceed efficiently, or ~~streamed~~that byhistorical ~~brand-name~~retention ~~networks,~~patterns ~~such~~will ascontinue. ~~Sony~~Failure ~~Ten,~~to ~~NEO~~retain ~~Sports,~~or ~~ESPN,~~convert ~~DSport,~~RSO ~~DDSports,~~users ~~Star~~could ~~Sports,~~adversely ~~Fox~~affect ~~Sports,~~our ~~Netflix,~~user-acquisition ~~youtube.com~~assumptions, ~~twitch.com~~product orcommercialization, ~~other~~and ~~identifiable~~anticipated ~~linear~~growth ~~or streaming networks~~plans.

~~SII~~If ~~also~~our ~~retains~~access ~~all~~to ~~rights~~third-party todata ~~license~~sources, ~~manufacture~~ ~~and~~technology ~~distribute~~partners, ~~merchandise that bears university team Logos~~ and ~~Name~~cloud ~~and~~infrastructure ~~Likeness~~is ~~with~~interrupted ~~MOGO’s~~or ~~name and logos~~compromised, ~~and~~or ~~MOGO~~if iswe ~~only~~experience ~~entitled to~~cybersecurity ~~receive~~incidents, aproduct ~~merchandise royalty of one-third of profits from sales of such merchandise. Sponsorship Rights with respect to such merchandise~~reliability ~~are~~and ~~retained~~user ~~solely~~engagement bymay ~~SII.~~be ~~There~~materially ~~are~~impaired, ~~various~~which ~~other~~could ~~limitations~~adversely onaffect ~~the~~our ~~rights~~business ~~assigned~~and ~~to MOGO under the License of Rights Agreements~~reputation.

~~The~~We ~~License~~depend ison ~~limited~~third-party todata ~~rights~~sources, ~~SII~~software partners, ~~has~~cloud orinfrastructure, ~~obtains from~~and ~~the~~licensed ~~Association~~content ofto ~~Indian~~support ~~Universities~~product ~~(AIU)~~functionality. orDisruptions, ~~participating~~failures, ~~persons.~~outages, ~~Although~~cost ~~SII~~escalations, or isloss ~~obligated~~of access to ~~use~~data ~~best~~inputs ~~efforts~~could tomaterially ~~acquire~~impair ~~the rights,~~product itreliability ~~has~~and nouser ~~liability~~engagement. toUnauthorized ~~the~~access, ~~extent~~cybersecurity ~~that~~breaches, data-loss ~~AIU~~events, or ~~Participating~~manipulation ~~Persons~~of ~~terminate~~predictive-model oroutputs ~~limit~~could ~~such~~adversely ~~person’s~~affect ~~grant~~our ofbusiness, ~~rights~~operating ~~to SII~~results, or reputation.

~~The~~Economic ~~License~~downturns isand ~~for~~political ~~a limited term~~ and ~~expires~~market onconditions ~~August~~beyond ~~31,~~our ~~2024,~~control ~~although~~could ifadversely ~~MOGO~~affect ~~secures~~our ~~funding of at least $3~~business,~~500,000~~ byfinancial ~~June~~condition ~~30,~~and ~~2022,~~results ~~either~~of ~~party may extend the term until five years after such financing is secured~~operations. ~~If such funds are not secured by June 30, 2022, then the License may be terminated early upon 90 days’ notice by either party.~~

~~Nothing~~Our infinancial ~~the~~performance ~~Assignment~~is ofsubject ~~License agreement prohibits SII from using, licensing or granting online rights, gaming rights or similar rights pertaining~~ to ~~Esports Games, transmitted~~global orand ~~streamed,~~U.S. byeconomic ~~brand-name~~conditions ~~networks,~~and ortheir ~~virtual~~impact ~~play~~ on alevels ~~live or delayed basis,~~ of ~~sports~~spending ~~events organized~~ by ~~SII~~users orand ~~for its universities, or with avatars representing the athletes who play in such events~~advertisers. ~~SII~~Economic ~~may~~recessions ~~elect~~have tohad, ~~grant~~and ~~such rights to competitors of MOGO. SII~~ may ~~itself~~ ~~elect~~ continue to ~~commercially~~have, ~~exploit~~far ~~such~~reaching ~~rights~~adverse ~~and~~consequences ~~thereby~~across ~~become~~many ~~a competitor of MOGO. SII has specifically retained for itself~~industries, ~~all esports~~including ~~rights~~the ~~associated~~global ~~with~~entertainment ~~its universities~~ and ~~India~~gaming ~~Pakistan~~industries, ~~competition;~~which ~~an indication it intends to pursue on its own esports~~may ~~associated~~adversely ~~with~~affect ~~this~~our ~~rivalry.~~business ~~As a result, the long-term relationship with SII is uncertain~~ and ~~SII~~financial ~~may become a significant competitor of MOGO~~condition.

WeThe ~~are~~global and U.S. economies experienced tepid growth immediately following the global financial crisis in 2008 – 2009 and more recently experienced a ~~development~~period ~~stage~~of ~~company~~increased ~~without~~volatility ~~significant~~during ~~revenues~~the global COVID-19 pandemic. Ongoing or ~~operations~~intensifying economic weakness, including recessions, economic slowdowns, uncertainties in the global financial markets and ~~have~~other adverse economic conditions, including inflation, changes in monetary policy and increased interest rates, actual or perceived instability in the global banking sector, changes in the labor market, supply chain disruptions or other changes in economic and political conditions may result in a ~~limited~~material ~~operating~~adverse ~~history~~effect on our business, financial condition, results of operations or prospects.

~~MOGO~~In ~~was incorporated under the laws of Delaware on March 11~~addition, ~~2021~~changes asin ~~Elite~~general ~~Esports~~market, ~~Inc.~~ economic and ~~changed~~political ~~its~~conditions ~~name~~in todomestic ~~Mobile~~and ~~Global~~foreign ~~Esports,~~economies ~~Inc.~~or onfinancial ~~April 21~~markets, ~~2021.~~including Wefluctuation ~~are still~~ in ~~the~~stock ~~process of~~markets ~~organizing~~resulting ~~our business~~from, among ~~and~~other ~~have neither significant revenues nor significant operations as of this date. Consequently~~things, wetrends ~~are~~in ~~subject to all~~ the ~~risks~~economy ~~and~~as ~~uncertainties inherent in~~ a ~~new~~whole ~~business~~may ~~and~~reduce inusers’ ~~connection~~disposable ~~with~~income ~~the development~~ and ~~sale~~advertisers’ ofbudgets. ~~new~~Any ~~products and services.~~one ~~You~~of ~~should~~these ~~consider~~changes ~~the~~could ~~Company’s~~have ~~prospects~~a inmaterial ~~light~~adverse ofeffect ~~the~~on ~~costs,~~our ~~uncertainties~~business, ~~delays~~financial condition, ~~and~~results ~~difficulties frequently encountered by companies in this early stage~~ of ~~development.~~operations Inor ~~particular, you should consider that we cannot provide assurance that we will be able to:~~prospects.

●Reductions ~~Successfully~~in ~~implement~~discretionary ~~our~~consumer ~~business~~spending could ~~plan~~have ~~and~~an ~~develop~~adverse ~~significant~~effect ~~streams~~on ofour ~~revenue~~business, ~~from~~financial ~~our~~condition, ~~mobile~~results ~~esports~~of ~~business~~operations and prospects.

●Our ~~Maintain~~business is particularly sensitive to reductions from time to time in discretionary consumer spending. Demand for entertainment and leisure activities, including gaming, can be affected by changes in the economy and consumer tastes, both of which are difficult to predict and beyond our ~~management~~control. ~~team;~~Unfavorable changes in general economic conditions, including recessions, economic slowdowns, sustained high levels of unemployment, and rising prices or the perception by consumers of weak or weakening economic conditions, may reduce our users’ disposable income or result in fewer individuals engaging in entertainment and leisure activities, such as sports betting and online gaming. As a result, we cannot ensure that the demand for our product offerings will remain consistent. Adverse developments affecting economies throughout the world, and particularly in the United States, including a general tightening of availability of credit, decreased liquidity in certain financial markets, inflation, increased interest rates, foreign exchange fluctuations, increased energy costs, the impact of higher tariffs or escalating trade disputes, acts of war or terrorism, transportation disruptions, natural disasters, declining consumer confidence, sustained high levels of unemployment or significant declines in stock markets, as well as concerns regarding pandemics, epidemics and the spread of contagious diseases, could lead to a reduction in discretionary spending on leisure activities, such as our product offerings.

● Maintain licensed rights associated with SII’s universities to which we have gained access pursuant to a license of rights agreement with SII.

● Raise sufficient funds in the capital markets to implement our business plan;

● Attract, enter into and/or maintain contracts with players and sponsors;

● Compete effectively in the competitive environment in which we will operate.

IfWe wewill ~~cannot~~require ~~successfully~~additional ~~accomplish~~financing ~~these objectives,~~in order to implement and execute our business isplan, ~~likely~~and towe cannot be ~~negatively~~certain ~~impacted~~that such additional financing will be available on reasonable terms when required, or at all.

~~Any~~As ~~future success we might enjoy will depend upon many factors, several~~ of ~~which~~September ~~may be beyond our control~~30, ~~or which cannot be predicted at this time~~2025, ~~and~~we ~~which~~had ~~could have~~ a ~~material adverse~~cash ~~effect upon our financial condition, business prospects and operations and the value~~ balance of anapproximately ~~investment in our company~~$810,000. We ~~will incur initial operating losses as we establish our business, and it~~ may beneed ~~some~~to ~~time~~raise ~~before~~additional wefunding achieve positive cash flow and/or profitability, and we may never reach such goals. There is of course no assurance that significant revenues will be generated, or that gross revenues will be sufficient to ~~cover~~meet our ~~out-of-pocket expenses~~cash, oroperational ~~provide~~and ~~excess~~liquidity ~~revenues~~requirements to ~~our business~~continue operating.

We have ~~relied~~obtained onsome ~~third-party~~additional ~~sources~~financing ~~for~~during ~~market~~the nine months ended September 30, 2025. However, we continue to seek additional financing and ~~industry~~there ~~data~~can ~~for~~be no assurance that such additional capital will be available on a timely basis, or on terms acceptable to the ~~purposes~~Company. If adequate funds are not available or are not available on acceptable terms when needed, the Company may not be able to fund its business or its expansion, take advantage of ~~this~~strategic ~~prospectus~~acquisitions or investment opportunities or respond to competitive pressures. WeSuch ~~cannot~~inability ~~assure~~to ~~you~~obtain ~~that~~additional financing when needed could have a material adverse effect on the ~~data~~Company’s ~~relied~~business, ~~upon~~results inof ~~these~~operations, ~~reports~~cash ~~are~~flow, ~~complete~~financial condition and prospects. Any future orequity ~~reliable~~financing may involve substantial dilution to existing shareholders.

~~Market~~If we raise additional funds by issuing equity or convertible debt securities, we will reduce the percentage ownership of our then-existing stockholders, and ~~industry~~the ~~data~~holders ~~used~~of ~~throughout~~those ~~this~~newly-issued ~~prospectus~~equity or convertible debt securities may have ~~been~~rights, ~~obtained~~preferences, ~~from~~or ~~third~~privileges ~~party~~senior ~~industry~~to ~~sources~~those possessed by our then-existing stockholders and/or note holders. WeAdditionally, ~~have~~future ~~not~~sales ~~independently~~of ~~verified~~a ~~data~~substantial ~~from~~number ~~industry~~of ~~publications~~shares ~~and~~ of our common stock or other ~~third~~equity-~~party~~related ~~sources~~securities could depress the market price of our common stock in the public market, and ~~therefore~~could impair our current or future ability to raise capital through the sale of additional equity or equity-linked securities or the sale of debt. We cannot ~~assure~~predict ~~you~~the effect that ~~they~~future ~~are~~sales of ~~complete~~our common stock or ~~reliable~~other equity-related securities would have on the market price of our common stock.

We will require additional financing if we are successful, and cannot be certain that such additional financing will be available on reasonable terms when required, or at all.

As of November 30, 2021, we had a cash balance of approximately $273,096. While this amount is sufficient to continue with operating activities on a limited basis for at least the next six months, we need to raise additional capital to fund our operations while we implement and execute our business plan and expand our business, hence this public offering. But we will likely require additional capital beyond this offering if our business is to be successful.

We currently do not have any contracts or commitments for additional financing beyond this offering. Any future equity financing may involve substantial dilution to existing shareholders. There can be no assurance that such additional capital will be available on a timely basis, or on terms acceptable to the Company. Failure to obtain such additional financing could result in a delay or indefinite postponement of operations or the further development of our business. If adequate funds are not available or are not available on acceptable terms when needed, the Company may not be able to fund its business or its expansion, take advantage of strategic acquisitions or investment opportunities or respond to competitive pressures. Such inability to obtain additional financing when needed could have a material adverse effect on the Company’s business, results of operations, cash flow, financial condition and prospects.

If we raise additional funds by issuing equity or convertible debt securities, we will reduce the percentage ownership of our then-existing stockholders, and the holders of those newly-issued equity or convertible debt securities may have rights, preferences, or privileges senior to those possessed by our then-existing stockholders and/or note holders. Additionally, future sales of a substantial number of shares of our Common Stock or other equity-related securities could depress the future market price of our Common Stock if and when we create a public market, and could impair our current or future ability to raise capital through the sale of additional equity or equity-linked securities or the sale of debt. There is no assurance that a public market for our securities will develop. We cannot predict the effect that future sales of our Common Stock or other equity-related securities would have on the price of our Common Stock.

Since we have broad discretion in how we use the proceeds from this offering, we may use the proceeds in ways with which you disagree.

We have not allocated specific amounts of the net proceeds from this offering for any specific purpose, other than we plan to use such net proceeds for working capital, general corporate purposes and in furtherance of our corporate strategy. Accordingly, our management will have flexibility in applying the net proceeds of this offering. You will be relying on the judgment of our management with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. It is possible that the net proceeds will be invested in a way that does not yield a favorable, or any, return for us. The failure of our management to use such funds effectively could have a material adverse effect on our business, financial condition, operating results and cash flow.

The current and potential effects of the coronavirus may impact our business, results of operations and financial condition.

In December 2019, a novel strain of coronavirus (Covid-19) emerged in China. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, it has now spread and infections have been reported globally. Due to the outbreak of Covid-19, almost all major sports events and leagues were postponed or put-on hold for a significant period. Travel restrictions and border closures have materially impacted our ability to manage and operate the day-to-day functions of our business. Management has been able to operate with less efficiency in a virtual setting. However, if such restrictions become more severe due to a surge of virus infections, they could negatively impact those activities in a way that would harm our business over the long term. Travel restrictions can restrain our ability to operate, but at present we do not expect these restrictions on personal travel to be material to our business operations or financial results since the initial esports events will be held online.

The ultimate impact of the Covid-19 pandemic on the Company’s operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the Covid-19 outbreak, new information which may emerge concerning the severity of the Covid-19 pandemic, and any additional preventative and protective actions that governments, or the Company, may direct, which may result in an extended period of continued business disruption and reduced operations. Any resulting financial impact cannot be reasonably estimated at this time but may have a material adverse impact on our business, financial condition and implementation of our business plans.

Actual or threatened epidemics, pandemics, outbreaks or other public health crises may materially and adversely impact our operations, adversely affecting the local economies where we operate and negatively impacting our customers’ spending in the impacted regions.

The interactive entertainment industry is intensely competitive. Mobile Global Esports faces competition from a growing number of interactive companies and, if the Company is unable to compete effectively, its business could be negatively impacted.

The industry we are addressing is “mobile” esports. Our market is part of a much larger interactive entertainment market. There is intense competition among Interactive Entertainment Companies for the consumer’s dollar. There are a number of established, well-financed companies producing esports and interactive entertainment products and systems that will compete with the products and services planned by the Company. Many of these competitors have financial resources much greater than ours. They may spend more money and time on developing and testing product and services, undertake more extensive marketing campaigns, adopt more aggressive pricing policies or otherwise develop more commercially successful products and services than the Company. This could impact the Company’s ability to win new business and retain business. Furthermore, new competitors may enter the Company’s key market areas. If the Company is unable to obtain significant market share or if it loses market share to its competitors, the Company’s results of operations and future prospects would be materially adversely affected. The Company’s success depends on its ability to develop new products and services, and enhance existing products and services, at prices and on terms that attract and retain customers.

In addition, SII, which has assisted us in our organization and has licensed to us certain exploitation rights associated with approximately 73 universities in India, is not precluded from establishing its own esports business once its consulting services to us are concluded. It is possible it could become a significant competitor to us in the mobile esports markets in South Asia on which we are focused.

Our revenues and profitability depend upon many factors for which no assurance can be given.

Our ability to achieve revenues and then growth in revenue will depend, in large part, upon our ability to attract mobile esports users and viewers to our offerings, retain users and viewers, and reactivate users and viewers in a cost-effective manner. Achieving growth may require us to increasingly engage in sophisticated and costly sales and marketing efforts, which may not make sense in terms of return on investment. In addition, our ability to increase the number of users and viewers of our offerings will depend on continued user adoption of mobile esports. Growth in the mobile esports industry and the level of demand for and market acceptance of our mobile esports products and services will be subject to a high degree of uncertainty. We cannot assure the consumer adoption of our mobile esports product and service offerings.

Further, revenues do not assure profitability. Profitability depends upon many factors, including the ability to develop, commercialize, market, sell and maintain valuable mobile esports products and services at reasonable profit margins, our ability to identify and obtain the rights to additional mobile esports products and services to add to our existing lines, success and expansion of our sales programs, expansion of our player and fan bases, and obtaining the right balance of expense levels and the overall success of our business activities.

Once, and if, we achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis. Our failure to generate sufficient revenues, or to become and remain profitable, would depress the value of our company and could impair our ability to raise capital, expand our business, diversify our product offerings or even continue our operations. It could result in a decline in the value of our stock and you could lose all or part of your investment.

Litigation costs and the outcome of litigation could have a material adverse effect on the Company’s business.

From time to time, the Company may be subject to litigation claims through the ordinary course of its business operations regarding, but not limited to, employment matters, security of consumer and employee personal information, contractual relations with suppliers, marketing and infringement of trademarks and other intellectual property rights, and other matters. Litigation to defend the Company against claims by third parties, or to enforce any rights that we may have against third parties, may be necessary, which could result in substantial costs and diversion of our resources, causing a material adverse effect on our business, financial condition and results of operations.

The Company is not aware of any current material legal proceedings outstanding, threatened or pending as of the date hereof by or against the Company.

IfChanging welaws, ~~are~~rules ~~unable to build~~ and ~~enhance~~regulations ~~our~~and ~~brands~~legal ~~and~~uncertainties, ~~reputation~~including oradverse ifapplication ~~events~~of ~~occur~~tax ~~that~~laws ~~damage our brands~~ and ~~reputation~~regulations, ~~our~~may ~~ability~~adversely toaffect ~~expand~~ our ~~players,~~business ~~university teams, sponsors~~ and ~~commercial~~financial ~~partners may be impaired~~performance.

~~The~~Our ~~success of our~~ business ~~depends on the value~~ and ~~strength~~financial ofperformance ~~our~~could ~~esports~~be adversely ~~media~~affected ~~brands~~by ~~and~~unfavorable ~~the~~changes ~~audiences~~in ~~who~~or ~~watch~~interpretations onof ~~television~~existing, ~~cell phones,~~ or ~~stream on~~ the ~~internet.~~promulgation ~~The strength~~ of ~~our~~new ~~esports~~laws, ~~media~~rules ~~brands determines our ability to expand our player~~ and ~~fan~~regulations ~~bases and attract sponsors and advertisers. To be successful,~~applicable weto ~~believe~~us ~~we must preserve, grow~~ and ~~leverage the value of~~ our ~~brands~~business, ~~across~~including ~~all~~those ofrelating ~~our revenue streams. Unfavorable publicity regarding our esports properties could negatively affect our brands’ reputations. Failure~~ to ~~respond effectively to negative publicity could also erode our brands’ reputations. In addition, events in~~ the ~~industry as a whole~~internet, ~~even if unrelated to us~~e-commerce, ~~may~~consumer ~~negatively~~protection ~~affect our~~and ~~brands’ reputations~~privacy. ASuch ~~failure~~unfavorable tochanges could ~~build~~decrease ~~brand~~demand ~~awareness~~for ~~or negative events that damage~~ our ~~brands’~~services ~~reputations could interfere in the growth of, or result in a decline in players, television~~ and ~~social media audiences~~products, ~~fan~~increase ~~loyalty~~costs and/or ~~corporate~~subject ~~sponsors~~us to ~~support our~~additional ~~esports media properties~~liabilities. ~~As a result~~Furthermore, wethe ~~might not be able to obtain revenues sufficient to attain profitability, or there might~~growth beand adevelopment ~~material adverse effect on our business, results~~ of ~~operations,~~e-commerce ~~financial~~may ~~condition~~result ~~and~~in ~~cash~~more ~~flow,~~stringent ~~causing~~consumer usprotection tolaws ~~sustain losses. We might not then be able to obtain the resources or time~~ that ~~would~~may beimpose ~~needed~~additional toburdens ~~attempt~~on toonline ~~rebuild our brands and reputation~~businesses generally.

Our business is subject to online security risk, and loss or misuse of our stored information, including the exposure of customers’ personal information, could lead to government enforcement action or other litigation, potential liability, or otherwise harm our business.

We receive, process, store and use personal information and other customer data as a part of our business. There are numerous federal, state and local laws regarding privacy and the storing, sharing, use, processing, disclosure and protection of personal information and other data. Any failure or perceived failure by us to comply with our privacy policies, our privacy-related obligations to customers or other third parties, or our privacy-related legal obligations, or any compromise of security that results in the unauthorized release or transfer of personally identifiable information or other player data, may result in governmental enforcement actions, litigation or public statements against us by consumer advocacy groups or others and could cause our customers to lose trust in us which could have an adverse impact on our business. In the area of information security and data protection, many jurisdictions have passed laws requiring notification to customers when there is a security breach for personal data or requiring the adoption of minimum information security standards that are often vaguely defined and difficult to implement. The costs of compliance with these types of laws may increase in the future as a result of changes in interpretation or changes in law. Any failure on our part to comply with these types of laws may subject us to significant liabilities.

Risks Related to Our Common Stock

Our officers, directors and 5% stockholders may exert significant influence over our affairs, including the outcome of matters requiring stockholder approval.

As of February 11, 2026, our officers, directors and more than 5% shareholders own in the aggregate approximately 24.8% of our outstanding common stock. As a result, when acting together, although such individuals will not have a controlling interest in our Company, they still will have a significant impact on the election of our directors and in determining the outcome of any corporate action, including corporate actions requiring stockholder approval, such as: (i) a merger or a sale of our company, (ii) a sale of all or substantially all of our assets, and (iii) amendments to our articles of incorporation and bylaws. This concentration of voting power and influence could have a significant effect in delaying, deferring or preventing an action that might otherwise be beneficial to our other stockholders and be disadvantageous to our stockholders with interests different from those individuals. Certain of these individuals also have significant control over our business, policies and affairs as officers or directors of our company. Therefore, you should not invest in reliance on your ability to have any control over our company.

We currently do not intend to pay dividends on our common stock. As a result, your only opportunity to achieve a return on your investment is if the price of our common stock appreciates.

We currently do not expect to declare or pay dividends on our Common Stock. In addition, in the future we may enter into agreements that prohibit or restrict our ability to declare or pay dividends on our Common Stock. As a result, your only opportunity to achieve a return on your investment will be if we are able to establish a public market for our stock, the market price of our Common Stock appreciates and you sell your shares.

Shareholders will likely experience dilution of their ownership interest due to the future issuance of additional shares of our common stock.

We are in a capital-intensive business and we do not have sufficient funds to finance the growth of our business without issuing additional securities beyond the shares to be sold in this offering, resulting in the dilution of the ownership interests of holders of our common stock. We are currently authorized to issue 300,000,000 shares of common stock and 10,000,000 shares of preferred stock. Additionally, our board of directors may subsequently approve increases in authorized common stock or preferred stock. The potential issuance of such additional shares of common or preferred stock or convertible debt may create downward pressure on the trading price of our common stock in public markets. We may also issue additional shares of common stock or other securities that are convertible into or exercisable for common stock in future public offerings or private placements for capital-raising purposes or for other business purposes. The future issuance of a substantial number of common shares into the public market, or the perception that such issuance could occur, could adversely affect the prevailing market price of our common shares. A decline in the price of our common shares could make it more difficult to raise funds through future offerings of our common shares or securities convertible into common shares.

Our certificate of incorporation allows for our board of directors to create new series of preferred stock without further approval by our stockholders, which could have an anti-takeover effect and could adversely affect holders of our common stock.

Our authorized capital includes preferred stock issuable in one or more series. We currently have no preferred stock outstanding. However, our board has the authority to issue preferred stock and determine the price, designation, rights, preferences, privileges, restrictions and conditions, including voting and dividend rights, of those shares without any further vote or action by stockholders. The rights of the holders of common stock will be subject to, and may be adversely affected by, the rights of holders of any preferred stock that may be issued in the future. The issuance of additional preferred stock, while providing desirable flexibility in connection with possible financings and acquisitions and other corporate purposes, could make it more difficult for a third party to acquire a majority of the voting power of our outstanding voting securities, which could deprive our holders of common stock of a premium that they might otherwise realize in connection with a proposed acquisition of our company.

The market price of such securities has been and is likely to remain highly volatile and subject to wide fluctuations, and you may be unable to sell your securities at or above the price at which you acquired them.

The stock market in general and the markets for smaller companies in particular have experienced extreme volatility that may be unrelated to the operating performance of particular companies. The market price for our securities may be influenced by many factors that are beyond our control.

The trading price of our shares may also decline in reaction to events that affect other companies in our industry, even if these events do not directly affect us. These factors, among others, could harm the value of your investment in our securities. In the past, following periods of volatility in the market, securities class-action litigation has often been instituted against companies. Such litigation, if instituted against us, could result in substantial costs and diversion of management’s attention and resources, which could materially and adversely affect our business, operating results and financial condition.

Anti-takeover provisions in our charter documents and Delaware law could discourage, delay or prevent a change in control of our company and may affect the trading price of our Common Stock and warrants.

We are a Delaware corporation and the anti-takeover provisions of Delaware law may discourage, delay or prevent a change in control by prohibiting us from engaging in a business combination with an interested stockholder for a period of three years after the person becomes an interested stockholder, even if a change in control would be beneficial to our existing stockholders. In addition, our certificate of incorporation and bylaws may discourage, delay or prevent a change in our management or control over us that some stockholders may consider favorable.

Risks Related to the Committed Equity Financing

It is not possible to predict the actual number of shares of our common stock, if any, we will sell under the Purchase Agreement, or the actual gross proceeds resulting from those sales or the dilution to you from those sales. Further, we may not have access to the full amount available under the Purchase Agreement.

Pursuant to the Purchase Agreement, the Selling Stockholder shall, subject to the restrictions and satisfaction of the conditions in the Purchase Agreement, purchase from us a number of shares of common stock as is limited to the lesser of (i) $1,000,000 of shares or (ii) a number of shares equal to 400% of the average number of shares of common stock traded during the five trading days immediately prior to the date of any Request Notice. In no event, may the shares issuable pursuant to any Request Notice, when aggregated with the shares then held by the Selling Stockholder, exceed the Beneficial Ownership Limitations (as defined in the Purchase Agreement). The shares of our common stock that may be issued under the Purchase Agreement may be sold, subject to the restrictions and satisfaction of the conditions in the Purchase Agreement, by us to the Selling Stockholder at our discretion from time to time from the Commencement Date until the earliest to occur of (i) the Maturity Date (as defined in the Purchase Agreement), (ii) the date on which the Selling Stockholder shall have purchased the Commitment Amount, (iii), pursuant to or within the meaning of any bankruptcy law, we commence a voluntary case or any person commences a proceeding against us, in each case that is not discharged or dismissed prior to such ninetieth day, and (iv) the date on which, pursuant to or within the meaning of any bankruptcy law, a custodian is appointed for us or for all or substantially all of our property, or we make a general assignment for the benefit of our creditors, or each, a Termination Event (as defined in the Purchase Agreement).

~~Our~~We ~~insurance~~do ~~coverage~~not ~~may~~have ~~not~~a ~~adequately~~right to commence any sales of ~~protect~~common usstock ~~against~~to the Selling Stockholder under the Purchase Agreement until the time when all ~~possible~~of ~~risks~~the conditions to our right to commence sales of ~~loss~~common stock to the Selling Stockholder set forth in the Purchase Agreement have been satisfied, or the Commencement Date, including the effectiveness of the registration statement of which this prospectus forms a part. ~~Further~~Over the 24-month period from and after the Commencement Date, we will generally have the right to control the timing and amount of any sales of our ~~businesses~~common ~~expose~~stock to the Selling Stockholder under the Purchase Agreement. Sales of our common stock, if any, to the Selling Stockholder under the Purchase Agreement will depend upon market conditions, our capital needs, alternative financing options, and other factors to be determined by us in our sole discretion. We may ultimately decide to ~~potential~~sell ~~liabilities~~to the Selling Stockholder all, some or none of the common stock that may ~~not~~be available for us to sell to the Selling Stockholder pursuant to the Purchase Agreement. Accordingly, we cannot guarantee that we will be ~~covered~~able byto ~~insurance~~sell all of the Commitment Amount or how much in proceeds we may obtain under the Purchase Agreement. If we cannot sell securities under the Committed Equity Financing, we may be required to utilize more costly and time-consuming means of accessing the capital markets, which could have a material adverse effect on our liquidity and cash position.

~~The~~Because ~~operation~~the purchase price per share of ~~university~~common stock ~~athletic~~to ~~events~~be paid by the Selling Stockholder for the common stock that we may elect to sell to the Selling Stockholder under the Purchase Agreement, ~~and~~if any, will fluctuate based on the market prices of our common stock at the time we make such election, it is not possible ~~specifically~~for aus ~~mobile~~to ~~esports~~predict, ~~league~~as ~~and~~of ~~teams~~the ~~are~~date ~~subject~~of this prospectus and prior to aany such sales, the number of ~~risks~~shares ~~that~~of ~~could~~common ~~expose~~stock usthat we will sell to ~~substantial~~the ~~liability~~Selling ~~for~~Stockholder ~~personal injury.~~under Wethe ~~intend~~Purchase toAgreement, the purchase ~~insurance~~price ~~against~~per ~~certain~~share that the Selling Stockholder will pay for shares of ~~these~~common ~~risks~~stock purchased from us under the Purchase Agreement, ~~but~~or ~~our~~the ~~insurance~~aggregate ~~may~~gross ~~not~~proceeds bethat ~~adequate~~we towill ~~cover~~receive ~~our~~from ~~liabilities~~those purchases the Selling Stockholder under the Purchase Agreement.

WeIn doaddition, the Selling Stockholder is not ~~have~~obligated to buy any ~~business~~common ~~liability~~stock under the Purchase Agreement if such shares, ~~disruption~~when aggregated with all other common stock then beneficially owned orby ~~litigation~~the ~~insurance~~Selling ~~coverage~~Stockholder ~~for~~and ~~our~~its ~~operations~~affiliates (as calculated pursuant to Section 13(d) of the Securities Exchange Act, and Rule 13d-3 promulgated thereunder), would result in the USSelling orStockholder beneficially owning common stock in ~~India~~excess the Beneficial Ownership Limitation. Our ~~Accordingly,~~inability ato ~~business~~access ~~disruption,~~a ~~litigation~~portion or ~~natural~~the ~~disaster may~~full ~~result~~amount inavailable ~~substantial~~under ~~costs~~the ~~and~~Purchase ~~divert~~Agreement, ~~management’s~~in ~~attention~~the ~~from~~absence ~~our~~of ~~business,~~any ~~which~~other financing sources, could have ana material adverse effect on our ~~results of~~business ~~operations~~or ~~and~~results ~~financial~~of ~~condition~~operation.

The ~~Company’s~~Selling ~~results~~Stockholder ofwill ~~operations could~~pay beless ~~affected~~than the bythen-prevailing ~~natural~~market ~~events~~price infor ~~the~~our ~~locations~~common instock, which itcould ~~operates~~cause orthe ~~where~~price ~~its~~of ~~customers~~our orcommon ~~suppliers~~stock ~~operate~~to decline.

~~Mobile~~The ~~Global~~purchase ~~Esports,~~price ~~its~~of ~~customers~~our ~~and~~common ~~its~~stock ~~suppliers are~~to ~~expected~~be sold to ~~have~~the ~~operations~~Selling inStockholder ~~locations~~under ~~subject~~the toPurchase ~~natural~~Agreement ~~occurrences~~is ~~such~~derived asfrom ~~severe~~the ~~weather~~daily ~~and~~closing ~~other~~prices ~~geological~~of ~~events,~~our ~~including monsoons,~~common ~~earthquakes~~stock. orShares ~~outbreaks~~to ofbe ~~pestilence~~sold to ~~that~~the ~~could~~Selling ~~disrupt~~Stockholder ~~operations.~~pursuant ~~Any~~to ~~serious~~the ~~disruption~~Purchase Agreement will be purchased at ~~any~~a ofdiscounted ~~the~~price. ~~Company’s~~For ~~facilities~~example, we may effect sales orto the ~~facilities~~Selling ofStockholder ~~its~~at ~~customers~~a orpurchase ~~suppliers~~price ~~due~~equal to a85% ~~natural~~of ~~disaster~~the ~~could~~lowest ~~have~~daily aclosing ~~material~~price ~~adverse~~during ~~effect~~the onValuation ~~our~~Period. ~~revenues~~See ~~and increase~~“The ~~our~~Committed ~~costs~~Equity ~~and~~Financing” ~~expenses~~for more information.

WeAs ~~will~~a ~~need~~result toof ~~expand~~this ~~our~~pricing ~~organization~~structure, ~~and~~the Selling weStockholder may ~~experience~~sell ~~difficulties~~the inshares ~~managing~~they ~~this~~receive ~~growth~~immediately after receipt of such shares, which could ~~disrupt~~cause the price of our ~~operations~~common stock to decrease. This immediate resale could create downward pressure on our stock price.

AsInvestors ofwho ~~November~~buy 1,shares 2021, we did not have any full-time employees. We have retained 18 unpaid consultants and contributors on a part-time basis. Thirteen are located in the US and four are located in India and one in Pakistan. As our company grows, we expect to expand our employee base. In addition, we intend to grow by expanding our business, increasing market penetration and developing new products and services. Future growth will impose significant additional responsibilities on our management, including the need to develop and improve our existing administrative and operational systems and our financial and management controls and to identify, recruit, maintain, motivate, train, manage and integrate additional employees, consultants and contractors. Also, our management may need to divert a disproportionate amount of ~~its~~common ~~attention away~~ stock from ~~our day-to-day activities to managing these growth activities. We may not be able to effectively manage~~ the ~~expansion~~Selling ofStockholder ~~our~~at ~~operations,~~different ~~which~~times may result in weaknesses in our organization, give rise to operational mistakes, loss of business opportunities, loss of employees and/or reduced productivity. If our management is unable to effectively manage our growth, our expenses may increase more than expected, our ability to generate and grow revenue could be reduced, and we may not be able to implement our business strategy. Our future financial performance and our ability to compete effectively will ~~depend,~~likely inpay ~~part,~~different ~~on our ability to effectively manage the expansion of employees and manage future growth~~prices.

Pursuant to the Purchase Agreement, we have discretion (subject to the restrictions and satisfaction of the conditions in the Purchase Agreement) to vary the timing, price and number of shares of common stock we sell to the Selling Stockholder. If and when we elect to sell shares of common stock to the Selling Stockholder pursuant to the Purchase Agreement, after the Selling Stockholder has acquired such shares, the Selling Stockholder may resell all, some or none of such shares at any time or from time to time in its sole discretion and at different prices. As a result, investors who purchase shares from the Selling Stockholder in this offering at different times will likely pay different prices for those shares, and so may experience different levels of dilution and in some cases substantial dilution and different outcomes in their investment results. Investors may experience a decline in the value of the shares they purchase from the Selling Stockholder in this offering as a result of future sales made by us to the Selling Stockholder at prices lower than the prices such investors paid for their shares in this offering. In addition, if we sell a substantial number of shares to the Selling Stockholder under the Purchase Agreement, or if investors expect that we will do so, the actual sales of shares or the mere existence of our arrangements with the Selling Stockholder may make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect such sales.

~~Risks~~Future ~~Related~~resales and/or issuances of shares of common stock, including pursuant to this prospectus, or the ~~Economy~~perception that such sales may occur, may cause the market price of our shares to drop significantly.

AnOn ~~economic~~December ~~downturn~~1, 2025, we entered into the Purchase Agreement, pursuant to which the Selling Stockholder shall, subject to the restrictions and ~~adverse~~satisfaction ~~economic~~of the conditions in the Purchase Agreement, purchase from us up to $50,000,000 shares of common stock, upon the terms and subject to the conditions ~~may~~and ~~harm~~limitations ~~our~~set forth ~~business~~in the Purchase Agreement.

~~Any~~The ~~economic~~shares ~~downturn~~of ~~and~~our ~~adverse~~common ~~conditions~~stock ~~in South~~that ~~Asian regional and global markets~~ may ~~negatively~~be ~~affect~~issued under ~~our~~the ~~operations.~~Purchase ~~Our~~Agreement ~~projected~~may ~~future~~be ~~broadcasting/streaming~~sold, ~~revenue~~subject into ~~part will~~the ~~depend~~restrictions onand ~~consumers’~~satisfaction ~~availability~~ of ~~personal~~the ~~disposable~~conditions ~~income~~in ~~and~~the onPurchase ~~our~~Agreement, ~~corporate~~by us ~~marketing~~to ~~and~~the ~~operating~~Selling ~~budgets.~~Stockholder ~~Further, projected~~at ~~future~~our ~~sponsorship~~discretion ~~and~~from ~~commercial~~time ~~revenues~~to ~~are~~time ~~contingent~~from ~~upon~~ the ~~expenditures~~date of ~~businesses~~effectiveness ~~across~~of athe ~~wide~~registration ~~range~~statement of ~~industries,~~which ~~and~~this ifprospectus ~~these~~forms ~~industries~~a ~~cut~~part ~~costs~~until inthe ~~response~~earliest to ~~any~~occur ~~economic~~of ~~downturn,~~(i) ~~our~~the ~~revenue~~Maturity ~~may~~Date, ~~similarly~~(ii) ~~decline.~~the ~~Continued~~date ~~weak~~on ~~economic~~which ~~conditions could~~the ~~cause~~Selling aStockholder ~~reduction~~shall have inpurchased ~~our~~the ~~anticipated~~Commitment ~~corporate sponsorships~~Amount, ~~which~~or ~~could~~(iii) ~~have~~the aPurchase ~~material~~Agreement ~~adverse~~is ~~effect~~otherwise onterminated ~~our~~in ~~business,~~accordance ~~results of~~with ~~operations,~~its ~~financial condition and cash flow~~terms.

InThe ~~this~~purchase ~~regard~~price for shares of our common stock that we may sell to the Selling Stockholder under the Purchase Agreement will fluctuate based on the trading price of shares of our common stock. Depending on market liquidity at the time, sales of shares of our common stock may cause the ~~Covid-19~~trading ~~pandemic~~price ~~has~~of ~~adversely~~shares of our common ~~affected~~stock to decrease. We generally have the right to control the timing and amount of any future sales of shares of our ~~ability~~common stock to ~~generate~~the Selling ~~revenues~~Stockholder. Additional sales of shares of our common stock, ~~raise~~if ~~capital~~any, ~~negotiate~~to ~~new~~the ~~business~~Selling ~~arrangements~~Stockholder inwill ~~India~~depend upon market conditions and ~~adequately~~other ~~staff~~factors ~~and~~to ~~manage~~be determined by us. We may ultimately decide to sell to the Selling Stockholder all, some or none of the additional shares of our ~~business~~common stock that may be available for us to sell pursuant to the Purchase Agreement. ~~The~~If ~~extent~~and when we do sell shares of our common stock to ~~which~~the ~~Covid-19~~Selling inStockholder, after the ~~future~~Selling ~~impacts~~Stockholder has acquired shares of our ~~business~~common stock, ~~results~~the Selling Stockholder may resell all, some, or none of ~~operations~~such shares of our common stock at any time or from time to time in its discretion and ~~financial~~at ~~condition~~different ~~will~~prices. Therefore, ~~depend~~sales to the Selling Stockholder by us could result in substantial dilution to the interests of other holders of shares of onour ~~future~~common ~~developments~~stock. In addition, ~~which~~if ~~are~~we ~~highly~~sell ~~uncertain,~~a ~~rapidly~~substantial ~~changing~~number ~~and~~of ~~cannot~~shares beof ~~predicted~~our common stock to the Selling Stockholder under the Purchase Agreement, ~~including~~or ~~new~~if ~~information~~investors expect that we will do so, the shares held by the Selling Stockholder will represent a significant portion of our public float and may ~~emerge~~result in substantial decreases to the price of our common stock. The actual sales of shares of our common ~~concerning~~stock or the ~~severity~~mere existence of ~~Covid-19~~our ~~and~~arrangement with the ~~actions~~Selling ~~taken~~Stockholder tomay ~~contain~~also make it ormore ~~treat~~difficult ~~its~~for ~~impact,~~us ~~and~~to sell equity or equity-related securities in the ~~success~~future at a time and ~~availability~~at ofa ~~vaccines~~ price that we might otherwise wish to ~~prevent~~affect itsuch sales.

~~Risks~~We ~~Related~~may touse ~~Laws,~~proceeds ~~Regulations~~from ~~and~~sales ~~Offshore~~of our common ~~Operations~~stock made pursuant to the Purchase Agreement in ways with which you may not agree or in ways which may not yield a significant return.

~~Regulations~~We ~~that~~will ~~may~~have bebroad ~~adopted~~discretion ~~with~~over ~~respect~~the use of proceeds from sales of our common stock made pursuant to the ~~internet~~Purchase ~~and~~Agreement, ~~electronic~~including ~~commerce~~for ~~may~~any ~~decrease~~of the ~~growth~~purposes described in the ~~use~~section entitled “Use of Proceeds,” and you will not have the ~~internet~~opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. Because of the number and ~~lead~~variability of factors that will determine our use of the net proceeds, their ultimate use may vary substantially from their currently intended use. While we expect to use the ~~decrease~~net proceeds from this offering as set forth in “Use of Proceeds,” we are not obligated to do so. The failure by us to apply these funds effectively could harm our business, and the ~~demand~~net proceeds may be used for corporate purposes that do not increase our operating results or enhance the ~~Company’s~~value of ~~products~~our ~~and~~common ~~services~~stock.

In addition to regulations pertaining to the esports industry in general, the Company may become subject to any number of laws and regulations that may be adopted with respect to the internet and electronic commerce. New laws and regulations that address issues such as user privacy, pricing, online content regulation, taxation, advertising, intellectual property, information security, and the characteristics and quality of online products and services may be enacted. As well, current laws, which predate or are incompatible with the internet and electronic commerce, may be applied and enforced in a manner that restricts the electronic commerce market. The application of such pre-existing laws regulating communications or commerce in the context of the internet and electronic commerce is uncertain. Moreover, it may take years to determine the extent to which existing laws relating to issues such as intellectual property ownership and infringement, libel and personal privacy are applicable to the internet. The adoption of new laws or regulations relating to the internet, or particular applications or interpretations of existing laws, could decrease the growth in the use of the internet, decrease the demand for the Company’s mobile esports products and services, increase our cost of doing business or could otherwise have a material adverse effect on our business, revenues, operating results and financial condition.

~~The~~THE ~~risks~~COMMITTED ~~related~~EQUITY ~~to international operations could negatively affect the Company’s results.~~FINANCING

Most all of the Company’s operations will be conducted in foreign jurisdictions including, but not limited to India. It is expected that the Company will derive all of its revenue from transactions denominated in currencies other than the United States dollar, and the Company expects that receivables with respect to foreign sales will account for all of its total accounts and receivables outstanding for some time.Overview

AsOn ~~such~~December 1, ~~the~~2025, ~~Company’s~~we ~~operations~~entered ~~may~~into bethe Purchase ~~adversely~~Agreement ~~affected~~with bythe ~~changes~~Selling inStockholder. ~~foreign~~Sales ~~government~~of ~~policies~~our ~~and~~common ~~legislation~~stock orto ~~social~~the ~~instability~~Selling ~~and~~Stockholder ~~other~~under ~~factors~~the ~~which~~Purchase ~~are~~Agreement, ~~not~~and ~~within~~ the ~~control~~ timing of ~~the~~any ~~Company~~sales, ~~including,~~will ~~but~~be ~~not~~determined ~~limited~~by us from time to, ~~recessions~~time in ~~foreign~~our ~~economies,~~sole ~~expropriation,~~discretion ~~nationalization~~ and ~~limitation or~~will ~~restriction~~depend on ~~repatriation~~a variety of ~~funds~~factors, ~~assets or earnings~~including, ~~longer receivables collection periods and greater difficulty in collecting~~among ~~accounts~~other ~~receivable~~things, ~~changes~~market ~~in consumer tastes and trends~~conditions, ~~renegotiation~~the ortrading ~~nullification~~price of ~~existing~~our ~~contracts~~common orstock ~~licenses,~~and ~~changes in~~determinations ~~policies,~~by ~~regulatory~~us ~~requirements~~regarding or the ~~personnel~~use ~~administering~~of ~~them,~~proceeds ~~currency~~from ~~fluctuations and devaluations, exchange controls, economic~~any ~~sanctions~~sale ~~and royalty and tax increases, risk~~ of ~~terrorist~~such ~~activities,~~common ~~revolution,~~stock. ~~border~~The ~~disputes,~~net ~~implementation~~proceeds offrom ~~tariffs~~any ~~and~~sales ~~other trade~~under ~~barriers~~the ~~and~~Committed ~~protectionist~~Equity ~~practices,~~Financing ~~taxation~~will ~~policies,~~depend ~~including~~on ~~royalty~~the ~~and~~frequency ~~tax increases and retroactive tax claims~~with, ~~volatility~~and ofprices ~~financial~~at ~~markets and fluctuations in foreign exchange rates~~which, ~~difficulties in~~ the ~~protection~~shares of ~~intellectual~~common ~~property~~stock ~~particularly in~~are ~~countries~~sold ~~with~~to ~~fewer~~the ~~intellectual~~Selling ~~property~~Stockholder. ~~protections,~~To the ~~effects~~extent ~~that~~we ~~evolving~~sell ~~regulations~~shares ~~regarding~~under ~~data privacy may have on~~ the ~~Company’s~~ ~~online~~Purchase ~~operations~~Agreement, we ~~adverse~~currently ~~changes~~plan into ~~the~~use ~~creditworthiness of parties with whom~~ the ~~Company~~net ~~has~~proceeds ~~significant~~for ~~receivables or~~working ~~forward~~capital ~~currency exchange contracts, labor disputes~~ and other ~~risks~~general ~~arising~~corporate ~~out of foreign governmental sovereignty over the areas in which the Company’s operations are conducted~~purposes.

~~The~~In ~~Company’s~~accordance ~~operations~~with ~~may~~our ~~also~~obligations beunder ~~adversely~~the Purchase ~~affected~~Agreement, byor ~~social,~~the ~~political~~Registration ~~and~~Rights ~~economic~~Agreement, ~~instability~~pursuant ~~and~~to bywhich ~~laws~~we ~~and~~agreed ~~policies~~to ofprovide ~~such~~the ~~foreign~~Selling ~~jurisdictions~~Stockholder ~~affecting~~with ~~foreign~~customary ~~trade,~~registration ~~taxation~~rights ~~and~~related ~~investment.~~to Ifthe shares issued under the ~~Company’s~~Purchase ~~operations~~Agreement, we are ~~disrupted~~filing ~~and/or~~a ~~the~~registration ~~economic~~statement ~~integrity~~of which this prospectus forms a part in order to register the resale of ~~its~~up ~~contracts~~to is100,000,000 ~~threatened~~Purchase Shares that we may elect, in our sole discretion, to issue and sell ~~its~~to ~~business~~the ~~would~~Selling beStockholder, ~~harmed~~from time to time after the Commencement Date upon the terms and subject to the conditions and limitations of the Purchase Agreement.

The ~~Company’s~~Selling ~~international~~Stockholder ~~activities~~is ~~may require~~not ~~protracted~~obligated ~~negotiations~~to ~~with~~buy any ~~host~~common ~~governments,~~stock ~~national~~under ~~companies and third parties. Foreign government regulations may favor or require~~ the ~~awarding~~Purchase ofAgreement ~~contracts~~if tosuch ~~local~~shares, ~~contractors~~when oraggregated ~~require~~with ~~foreign~~all ~~contractors~~other tocommon ~~employ~~stock ~~citizens~~then ~~of,~~beneficially orowned ~~purchase~~by ~~supplies from,~~the aSelling ~~particular~~Stockholder ~~jurisdiction.~~and Inits ~~the~~respective ~~event~~affiliates of(as acalculated ~~dispute~~pursuant ~~arising~~to inSection ~~connection~~13(d) ~~with~~of the ~~Company’s~~Exchange ~~operations~~Act inand aRule ~~foreign~~13d-3 ~~jurisdiction~~promulgated ~~where it conducts its business~~thereunder), ~~the~~would ~~Company~~result ~~may~~in ~~be subject to~~ the ~~exclusive~~Selling ~~jurisdiction~~Stockholder ofbeneficially ~~foreign~~owning ~~courts~~common orstock ~~may not be successful~~ in ~~subjecting~~ ~~foreign~~excess ~~persons to the jurisdictions~~ of the ~~courts~~Beneficial ofOwnership ~~United States or enforcing American judgments in such other jurisdictions~~Limitation. ~~The~~Our ~~Company~~inability ~~may~~to ~~also~~access bea ~~hindered~~portion or ~~prevented~~the ~~from~~full ~~enforcing~~amount ~~its~~available ~~rights~~under ~~with respect to a governmental instrumentality because of~~ the ~~doctrine~~ ofPurchase ~~sovereign immunity. Accordingly~~Agreement, ~~the Company’s activities~~ in ~~foreign jurisdictions could be substantially affected by factors beyond~~ the ~~Company’s~~absence ~~control,~~of any ofother ~~which~~financing sources, could have a material adverse effect on ~~it.~~our ~~The~~business ~~Company~~or ~~believes~~results ~~that management’s experience to date in commercializing other products and services may be~~ of ~~assistance in helping to reduce these risks~~operation. ~~Some countries in which the Company may operate may be considered politically and economically unstable.~~

The ~~Company~~Purchase isAgreement ~~subject~~and toRegistration ~~foreign~~Rights Agreement ~~exchange~~contain customary registration rights, representations, warranties, conditions and indemnification obligations by each party. The representations, warranties and ~~currency~~covenants ~~risks~~contained ~~that~~in ~~could~~such ~~adversely~~agreements ~~affect~~were ~~its~~made ~~operations,~~only for purposes of such agreements and as of specific dates, were solely for the ~~Company’s~~benefit ~~ability~~of tothe ~~mitigate~~parties ~~its~~to ~~foreign~~such ~~exchange~~agreements ~~risk~~and ~~through hedging~~are ~~transactions~~subject ~~may~~to becertain ~~limited~~important limitations.

~~The~~Purchase Company expects that it will derive all or most of its revenues in currencies other than the United States dollar for the foreseeable future; however, a significant portion of the Company’s operating expenses for its U.S.-based corporate activities are likely to be incurred in United States dollars. Fluctuations in the exchange rate between the U.S. dollar, the rupee and other currencies may have a material adverse effect on the Company’s business, financial condition and operating results. The Company’s financial results are affected by foreign currency exchange rate fluctuations. Foreign currency exchange rate exposures arise from current transactions and anticipated transactions denominated in currencies other than United States dollar and from the translation of foreign-currency-denominated balance sheet accounts into United States dollar-denominated balance sheet accounts. The Company is exposed to currency exchange rate fluctuations because portions of its revenue and expenses are denominated in currencies other than the United States dollar, particularly in the Indian Rupee to start.Agreement

~~The~~Pursuant ~~risks~~to the Purchase Agreement, the Selling Stockholder shall, subject to the restrictions and satisfaction of ~~operating~~the conditions in the Purchase Agreement, purchase from us a number of shares of common stock as anis ~~American~~limited ~~company~~to the lesser of (i) $1,000,000 of shares or (ii) a number of shares equal to 400% of the average number of shares of common stock traded during the five trading days immediately prior to the date of any Request Notice. In no event, may the shares issuable pursuant to any Request Notice, when aggregated with the shares then held by the Selling Stockholder, exceed the Beneficial Ownership Limitations. The shares of our common stock that may be issued under the Purchase Agreement may be sold, subject to the restrictions and satisfaction of the conditions in ~~India~~the ~~are~~Purchase anAgreement, ~~issue~~by us to the Selling Stockholder at our discretion from time to time from the Commencement Date until the earliest to occur of (i) the Maturity Date, (ii) the date on which the Selling Stockholder shall have purchased the Commitment Amount, (iii), pursuant to or within the meaning of any bankruptcy law, we commence a voluntary case or any person commences a proceeding against us, in each case that is not discharged or dismissed prior to such ninetieth day, and (iv) the date on which, pursuant to or within the meaning of any bankruptcy law, a custodian is appointed for ~~every~~us ~~foreign~~or ~~investor~~for all or substantially all of our property, or we make a general assignment for the benefit of our creditors, or each, a Termination Event.

~~The~~Purchases ~~risks~~ of ~~operating~~Shares ~~as an American company in India are an issue for every foreign investor. The Company will mitigate some~~ of ~~this~~Our ~~risk~~Common byStock ~~maintaining a locally-recruited management~~Under ~~and staff, and relying through its relationship with SII, on SII’s political and business relationships, such as~~ the ~~Association of~~Purchase Indian Universities (AIU), the Sports Authority of India (SAI), the SII universities, for whom the company plans to develop, promote and commercialize mobile esports, and by the protection afforded by India’s comprehensive commercial law structure, particularly in the areas of intellectual property law, trademark law, contract law, tax law and the uniform commercial code, and similar laws in other South Asian jurisdictions.Agreement

During the term described above, upon the satisfaction of the conditions set forth in the Purchase Agreement, we will have the right, but not the obligation, subject to the restrictions and satisfaction of the conditions in the Purchase Agreement, to direct the Selling Stockholder, by delivery of a Request Notice, not to exceed, the lesser of $1,000,000 or 400% of the average number of shares traded for the 10 trading days prior to the date of the Request Notice.

All such determinations shall be appropriately adjusted for any sales of shares of common stock through block transactions, any reorganization, non-cash dividend, stock split, reverse stock split, stock combination, recapitalization or other similar transaction during such period.

~~Business interruptions due to terrorism or civil unrest could adversely affect us.~~Fees

~~Our business~~Except ~~and~~for ~~our~~the ~~assets~~issuance ~~are planned to be primarily located in India, a country with examples~~ of ~~terrorism~~the ~~and~~Commitment ~~civil~~Shares to ~~unrest,~~the ~~and~~Selling ~~as a result~~Stockholder, we ~~and~~have ~~our~~not ~~affiliates~~paid ~~could~~the beSelling ~~potential~~Stockholder ~~targets of terrorism. In addition,~~ any ~~prolonged~~fees ~~business interruption at any of the arenas where we host our events could result~~ in aconnection ~~decline~~with inits ~~mobile~~due ~~esports~~diligence ~~revenue.~~investigation ~~We currently do not have business interruption insurance in place. If~~ and ~~when we do have business interruption insurance coverage it may only cover some, but not all, of these potential events,~~the ~~and even for those events that are covered~~preparation, itnegotiation ~~may not be sufficient to compensate us fully for losses or damages that may occur as a result of such events, including, for example, loss of market share~~ and ~~diminution~~execution of ~~our~~the ~~trademarks,~~Purchase ~~reputation and player and fan loyalty~~Agreement. ~~Any one or more of these events could have a material adverse effect on our business, results of operation, financial condition and/or cash flow.~~

~~Changing laws,~~Conditions ~~rules~~Precedent ~~and~~to ~~regulations and legal uncertainties, including adverse application of tax laws and regulations, may adversely affect our business and financial performance.~~Commencement

Our ~~business~~ ~~and~~right ~~financial~~to ~~performance~~commence ~~could~~delivering beRequest ~~adversely~~Notices under ~~affected~~the byPurchase ~~unfavorable~~Agreement ~~changes~~and ~~in or interpretations of existing, or~~ the ~~promulgation of~~Selling ~~new,~~Stockholder’s ~~laws,~~obligation ~~rules and regulations applicable~~ to usaccept ~~and~~such ~~our~~Request ~~business~~Notices, ~~including~~are ~~those~~subject ~~relating~~ to the ~~internet~~initial satisfaction, ~~e-commerce,~~at ~~consumer protection~~the ~~and~~Commencement ~~privacy.~~Date, ~~Such~~of ~~unfavorable~~the ~~changes~~conditions ~~could~~precedent ~~decrease~~thereto ~~demand~~set ~~for~~forth ~~our~~in ~~services~~the ~~and~~Purchase ~~products~~Agreement, ~~increase~~which ~~costs~~conditions ~~and/or subject us~~include, toamong ~~additional liabilities. Furthermore~~others, the ~~growth and development of e-commerce may result in more stringent consumer protection laws that may impose additional burdens on online businesses generally.~~following:

~~Risks Related~~● the effectiveness of this Registration Statement; ● the common stock shall be listed on the applicable principal trading market and trading shall not have been suspended by the SEC or the principal trading market; ● the representations and warranties of the Company and the Selling Stockholder shall be true and correct in all material respects ● the transfer agent instructions and a notice of effectiveness of this Registration Statement shall have been delivered to and acknowledged in writing by the Company and its transfer agent; ● the Company shall have delivered to the Selling Stockholder a secretary’s ~~Management~~certificate executed by the secretary of the Company; ● this prospectus, in final form, and all reports, schedules, registrations, forms, statements, information and other documents required to have been filed by us with the SEC pursuant to the reporting requirements of the Exchange Act having been so filed; and ● the Company shall have complied with all federal, state and local governmental laws, rules and regulations applicable to the transactions contemplated by the Transaction Documents and necessary for the execution, delivery and performance of the obligations set forth in the Purchase Agreement and the consummation of the transactions contemplated thereby in accordance with the terms thereof.

~~Failure to~~Termination ~~attract, retain and motivate key employees may adversely affect the Company’s ability to compete and the loss~~ of the ~~services of~~Purchase ~~key personnel could have a material adverse effect on the Company’s business.~~Agreement

~~The Company~~Unless ~~depends~~earlier onterminated ~~the~~as ~~services~~provided ofin athe ~~few~~Purchase Agreement, ~~key~~the ~~executive~~Purchase ~~officers.~~Agreement ~~The~~will ~~loss~~terminate ofautomatically ~~any of these key persons could have a material adverse effect~~ on the ~~Company’s~~earliest ~~business,~~to ~~results~~occur of ~~operations and financial condition.~~:

~~The unexpected~~● ~~loss~~the first day of ~~services~~the month immediately following the 24-month anniversary of ~~one~~the Commencement Date; ● the date on which the Selling Stockholder shall have purchased the Commitment Amount; ● the date on which, pursuant to or ~~more~~within the meaning of ~~these~~any ~~individuals~~bankruptcy ~~could~~law, ~~also~~we ~~adversely~~commence ~~affect~~a ~~the~~voluntary ~~Company.~~case, ~~The~~any ~~Company~~person commences a proceeding against us, or a custodian is ~~not~~appointed ~~protected by~~for ~~key~~us ~~man~~or for all or ~~similar~~substantially ~~life~~all ~~insurance~~of ~~covering~~our ~~members~~property, or we make a general assignment for the benefit of ~~senior~~our ~~management~~creditors; ~~but~~and is● ~~contemplating~~the ~~obtaining~~non-fulfillment ~~key~~of ~~man~~the ~~insurance~~full Commitment Amount by the Maturity Date.

The Company’s success is also highly dependent on its continuing ability to identify, hire, train, motivate and retain highly qualified technical, marketing and management personnel. Competition for such personnel can be intense, and the Company cannot provide assurance that it will be able to attract or retain highly qualified technical, marketing and management personnel in the future. The Company’s inability to attract and retain the necessary technical, marketing and management personnel may adversely affect its ability to carry forward its business plan, and may limit future growth and profitability.

Our current management team has limited prior experience managing university esports businesses.

Our current executive management team has some experience managing esports business, but does not have experience in managing university esports teams or leagues. This lack of experience could adversely affect our ability to run our business properly or to raise additional capital that may be necessary for our continued operations. We will endeavor to recruit seasoned esports executives, as and if capital is available to fund their hiring.

~~Risks~~We had the right to terminate the Purchase Agreement ~~Related~~at any time after the Commencement Date upon five business day’s prior written notice to ~~Intellectual~~the ~~Property~~Selling Stockholder, we or the Selling Stockholder may also terminate the Purchase Agreement at the close of business on December 31, 2025 or thereafter, in the event the Commencement Date shall not have occurred prior to such one year anniversary due to our failure to satisfy the conditions precedent to commencement. No termination of the Purchase Agreement by us or by the Selling Stockholder will affect any of our respective rights and ~~Technology~~obligations under (i) the Purchase Agreement with respect to any pending Purchase, and both we and the Selling Stockholder have agreed to complete our respective obligations with respect to any such pending Purchase under the Purchase Agreement, and (ii) the Registration Rights Agreement, which shall survive any termination of the Purchase Agreement. Further, no termination of the Purchase Agreement will be deemed to release us or the Selling Stockholder from any liability for intentional misrepresentation or willful breach of the Purchase Agreement, the Registration Rights Agreement or any other related transaction documents.

~~Failure to~~No ~~adequately~~Short-Selling ~~protect~~or ~~our intellectual property and curb the sale of counterfeit merchandise could injure our trademarks.~~Hedging

~~We are~~The ~~susceptible~~Selling toStockholder ~~brand~~has ~~infringement~~agreed ~~such~~that asneither it ~~counterfeiting~~nor ~~and~~any ~~other~~entity ~~unauthorized~~managed ~~uses~~or ofcontrolled ~~our~~by ~~intellectual~~it ~~property~~will ~~rights.~~engage ~~However~~in, it isdirectly ~~not~~or ~~possible~~indirectly, toany ~~detect~~(A) ~~all~~“short ~~instances~~sale” of(as ~~brand~~such ~~infringement~~term is defined in aRule ~~timely~~200 ~~manner.~~of ~~Additionally,~~Regulation ~~where~~SHO ~~instances~~ of ~~brand~~the ~~infringement are~~Exchange ~~detected,~~Act) weof ~~cannot~~our ~~guarantee~~common ~~that~~stock ~~such~~or ~~instances~~(B) ~~will~~hedging betransaction, ~~prevented~~which, aswith ~~there~~respect ~~may~~to beitems (A) ~~legal~~and or(B), ~~factual~~establishes ~~circumstances~~a ~~which~~net ~~give~~short ~~rise to~~position ~~uncertainty~~with asrespect to the ~~validity~~common stock, ~~scope~~during ~~and~~the ~~enforceability~~term of ~~our intellectual property rights in~~ the ~~brand~~Purchase ~~assets~~Agreement.

~~We also~~Effects may license our intellectual property rights to third parties. In an effort to protect our brands, we will try in such event to enter into licensing agreements with such third parties which govern the use of ~~our~~Sales ~~intellectual property and which require our licensees to abide by quality control standards with respect to such use. Although we will make efforts to monitor our licensees’ use~~ of ~~our~~ ~~intellectual property, we cannot assure you that these efforts will be sufficient to ensure their compliance. The failure of~~ our ~~licensees~~ toCommon ~~comply~~Stock ~~with~~ under the ~~terms~~Purchase ofAgreement ~~their licenses could have a material adverse effect~~ on ~~our~~Our ~~business, results of operations, financial condition and cash flow.~~Stockholders

~~Our~~The common stock being registered for resale in ~~business~~this ~~will~~offering may be ~~subject~~issued and sold by us to ~~online~~the ~~security~~Selling ~~risk~~Stockholder from time to time at our discretion, ~~including~~during ~~security~~the ~~breaches~~terms described above. The resale by the Selling Stockholder of a significant quantity of shares registered for resale in this offering at any given time, or the perception that these sales may occur, could cause the market price of our common stock to decline and ~~loss~~to orbe ~~misuse~~highly volatile. Sales of our ~~stored~~common ~~information~~stock, asif aany, ~~result~~to the Selling Stockholder under the Purchase Agreement will be determined by us in our sole discretion, subject to the satisfaction of ~~such~~certain aconditions ~~breach~~in the Purchase Agreement, ~~including~~and ~~customers’~~will ~~personal~~depend ~~information~~upon market conditions and other factors. We may ultimately decide to sell to the Selling Stockholder all, ~~could~~some ~~lead~~or none of the common stock that may be available for us to ~~government~~sell to ~~enforcement~~the ~~action~~Selling Stockholder pursuant to the Purchase Agreement. If we elect to sell common stock to the Selling Stockholder pursuant to the Purchase Agreement, after the Selling Stockholder has acquired such shares, the Selling Stockholder may resell all, some or ~~other~~none ~~litigation~~of such common stock at any time or from time to time in its discretion and at different prices. As a result, ~~potential~~investors who purchase common ~~liability~~stock from the Selling Stockholder in this offering at different times will likely pay different prices for those shares of common stock, and orso ~~otherwise~~may ~~harm~~experience ~~our~~different ~~business~~levels of dilution and in some cases substantial dilution and different outcomes in their investment results. See “Risk Factors-Risks Related to the Committed Equity Financings-Investors who buy shares of common stock from the Selling Stockholder at different times will likely pay different prices.”

~~We will~~Investors ~~receive,~~may ~~process,~~experience ~~store and use personal information and other customer data as~~ a ~~part~~decline ofin ~~our~~the ~~business. There are numerous federal,~~value ~~state~~of ~~and~~the ~~local~~common ~~laws~~stock ~~regarding~~they ~~privacy~~purchase ~~and~~from the ~~storing,~~Selling ~~sharing,~~Stockholder ~~use,~~in ~~processing,~~this ~~disclosure~~offering ~~and~~as ~~protection~~a result of ~~personal~~future ~~information~~sales ~~and other~~made ~~data. Any failure or perceived failure~~ by us to ~~comply~~the ~~with our privacy policies, our privacy-related obligations to customers~~Selling orStockholder ~~other~~at ~~third~~prices ~~parties,~~lower orthan ~~our~~the ~~privacy-related~~prices ~~legal~~such ~~obligations,~~investors orpaid ~~any~~for ~~compromise~~their ofshares ~~security that results~~ in ~~the~~this ~~unauthorized~~offering. ~~release or~~In ~~transfer of personally identifiable information or other player data~~addition, ~~may~~if ~~result~~we insell ~~governmental~~a ~~enforcement actions, litigation or~~substantial ~~public~~number ~~statements~~of ~~against~~shares usof bycommon ~~consumer~~stock ~~advocacy groups or others and could cause our customers~~ to ~~lose~~the ~~trust~~Selling inStockholder usunder ~~which~~the ~~could~~Purchase ~~have an~~Agreement, ~~adverse~~or ~~impact~~if oninvestors ~~our~~expect ~~business.~~that Inwe ~~the~~will ~~area~~do ~~of information security and data protection~~so, ~~many jurisdictions have passed laws requiring~~the ~~notification~~actual tosales ~~customers~~of ~~when~~common ~~there~~stock isor athe ~~security~~mere ~~breach~~existence ~~for~~of ~~personal~~our ~~data~~arrangement orwith ~~requiring~~ the ~~adoption~~Selling ofStockholder ~~minimum~~may ~~information~~make ~~security standards~~it ~~that~~more ~~are~~difficult ~~often~~for ~~vaguely~~us ~~defined and difficult~~ to sell ~~implement.~~equity ~~The~~or ~~costs~~equity-related ofsecurities ~~compliance with these types of laws may increase~~ in the future asat a ~~result~~time ofand ~~changes~~at ina ~~interpretation~~price orthat ~~changes~~we inmight ~~law.~~otherwise ~~Any~~wish ~~failure on our part~~ to ~~comply~~effect ~~with~~such ~~these types of laws may subject us to significant liabilities~~sales.

We will rely on other third-party data and live-streaming providers for real-time and accurate data and/or live streams for mobile esports events, and if such third parties do not perform adequately or terminate their relationships with us, our costs may increase and our business, financial condition and results of operations could be adversely affected.

We will rely on third-party sports data and live streaming providers to obtain accurate information regarding schedules, results, performance and outcomes of mobile esports events and the live streaming of such events. We may experience errors in this data and/or streaming feed. If we cannot adequately resolve the issue with our end users, our end users may have a negative experience with our offerings, our brand or reputation may be negatively affected and our users may be less inclined to continue or resume utilizing our products and services, or recommend our platform to other potential users. As such, a failure or significant interruption in our service would harm our reputation, business and operating results.

Furthermore, once we establish a relationship with a data and/or live streaming partner, if it terminates its relationship with us or refuses to renew its agreement with us on commercially reasonable terms, we would need to find an alternate provider, and may not be able to secure similar terms or replace such providers in an acceptable time frame. Any of these risks could increase our costs and adversely affect our business, financial condition and results of operations. Further, any negative publicity related to any of our selected third-party partners, including any publicity related to regulatory concerns, could adversely affect our reputation and brand, and could potentially lead to increased regulatory or litigation exposure.

~~Systems,~~Because the purchase price per share to be paid ~~network~~by orthe ~~telecommunications~~Selling ~~failures~~Stockholder orfor ~~cyber-attacks~~the common stock that we may ~~disrupt~~elect to sell to the ~~Company’s~~Selling ~~business~~Stockholder ~~and~~under ~~have~~the anPurchase ~~adverse~~Agreement, ~~effect~~if any, will fluctuate based on the ~~Company’s~~market prices of our common stock at the time we make such election, as of the date of this prospectus, ~~operations~~it is not possible for us to predict the number of shares of common stock that we will sell to the Selling Stockholder under the Purchase Agreement, the actual purchase price per share to be paid by the Selling Stockholder for those shares of common stock, or the actual gross proceeds to be raised by us from those sales, if any.

~~Any disruption~~The innumber ~~the~~of ~~Company’s~~shares ~~network~~of orcommon ~~telecommunications~~stock ~~services could affect the Company’s ability to operate its mobile~~ultimately ~~online~~offered ~~esports~~for ~~offerings,~~sale ~~which~~by ~~would~~the ~~result~~Selling inStockholder ~~reduced~~for ~~revenues~~resale ~~and~~under ~~customer~~this ~~down~~prospectus ~~time.~~is ~~The~~dependent ~~Company’s~~upon ~~network~~the ~~and~~number ~~databases~~ of ~~players,~~ ~~fans,~~shares ~~and~~of ~~sponsors~~common ~~information~~stock, ~~including intellectual property~~if any, ~~trade~~we ~~secrets,~~ultimately ~~and~~sell ~~other~~to ~~proprietary~~the ~~business~~Selling ~~information~~Stockholder ~~and those~~under of the ~~third~~Purchase ~~parties~~Agreement. ~~the Company utilizes~~Further, ~~will~~if beand ~~susceptible~~when towe ~~outages~~elect ~~due~~ to ~~fire,~~sell ~~floods,~~shares ~~power loss, break-ins, cyber-attacks, hackers, network penetration, data privacy or security breaches, denial~~ of ~~service attacks and similar events, including inadvertent~~common ~~dissemination~~stock ~~of information due~~ to ~~increased~~the ~~use~~Selling ofStockholder ~~social~~pursuant ~~media.~~to ~~Despite~~the ~~implementation~~Purchase ~~of network security measures and data protection safeguards~~Agreement, ~~including~~after athe ~~disaster~~Selling ~~recovery~~Stockholder ~~strategy~~has ~~for~~acquired ~~back-office~~such ~~systems~~shares, the ~~Company’s servers and computer resources will be~~Selling ~~vulnerable~~Stockholder tomay ~~viruses,~~resell ~~malicious software~~all, ~~hacking~~some, ~~break-ins~~ or ~~theft,~~none ~~third-party security breaches, employee error or malfeasance, and other potential compromises. Disruptions from unauthorized access to or tampering with the Company’s computer systems, or those~~ of ~~the third parties the Company utilizes, in any~~ such ~~event~~shares ~~could result in a wide range~~ of ~~negative~~common ~~outcomes,~~stock ~~including~~at ~~devaluation of~~any ~~the~~time ~~Company’s intellectual property goodwill and/~~or ~~brand~~from ~~appeal,~~time ~~increased~~to ~~expenditures~~time onin ~~data~~its ~~security,~~discretion and ~~costly~~at ~~litigation,~~different ~~and can have a material adverse effect on the Company’s business, revenues, reputation, operating results and financial condition~~prices.

~~Risks~~The issuance of our shares of common stock to ~~Related~~the Selling Stockholder pursuant to ~~Our~~the ~~Common~~Purchase ~~Stock~~Agreement will not affect the rights or privileges of our existing stockholders, except that the economic and voting interests of each of our existing stockholders will be diluted. Although the number of shares of common stock that our existing stockholders own will not decrease, the shares of common stock owned by our existing stockholders will represent a smaller percentage of our total outstanding shares of common stock after any such issuance.

~~Our officers,~~The ~~directors~~following ~~and~~table 5%sets ~~stockholders~~forth the amount of gross proceeds we may ~~exert~~receive ~~significant~~from ~~influence~~the ~~over~~Selling Stockholder from our ~~affairs,~~sale ~~including~~of Purchase Shares that we may issue and sell to the ~~outcome~~Selling ofStockholder from ~~matters~~time ~~requiring~~to time under the Purchase Agreement at various assumed purchase prices. The table does not give effect to the issuance of any ~~stockholder~~Commitment ~~approval~~Shares issued pursuant to the Purchase Agreement.

As of the date of this prospectus, our officers, directors and 5% stockholders collectively have an approximately 44.1% beneficial ownership of our company. As a result, when acting together, such individuals will have a significant, and perhaps controlling influence over the election of our directors and in determining the outcome of any corporate action, including corporate actions requiring stockholder approval, such as: (i) a merger or a sale of our company, (ii) a sale of all or substantially all of our assets, and (iii) amendments to our articles of incorporation and bylaws. This concentration of voting power and influence could have a significant effect in delaying, deferring or preventing an action that might otherwise be beneficial to our other stockholders and be disadvantageous to our stockholders with interests different from those individuals. Certain of these individuals also have significant control over our business, policies and affairs as officers or directors of our company. Therefore, you should not invest in reliance on your ability to have any control over our company.

Assumed Purchase Price Per Share			Total Number of Purchase Shares to be Issued		Percentage of Outstanding Common Stock After Giving Effect to the Issuance of the Purchase Shares to the Selling Stockholder (1)			Proceeds from the Sale of the Purchase Shares to the Selling Stockholder
$	0.04			100,000,000		62.251	%	$	4,000,000
$	0.06			100,000,000		62.251	%	$	6,000,000
$	0.08			100,000,000		62.251	%	$	8,000,000
$	0.10	(2)		100,000,000		62.251	%	$	10,000,000

We currently do not intend to pay dividends on our Common Stock. As a result, your only opportunity to achieve a return on your investment is if the price of our Common Stock appreciates.

(1)	The denominator is based on 60,640,074 shares of our common stock outstanding as of February 11, 2026, adjusted to include the issuance of the number of Purchase Shares set forth in the adjacent column which we would have issued to the Selling Stockholder based on the applicable assumed purchase price per share.
(2)	Represents the closing price of the Company’s common stock on February 6, 2026.

We currently do not expect to declare or pay dividends on our Common Stock. In addition, in the future we may enter into agreements that prohibit or restrict our ability to declare or pay dividends on our Common Stock. As a result, your only opportunity to achieve a return on your investment will be if we are able to establish a public market for out stock, and the market price of our Common Stock appreciates and you sell your shares.

Shareholders will likely experience dilution of their ownership interest due to the future issuance of additional shares of our Common Stock.

We are in a capital-intensive business and we do not have sufficient funds to finance the growth of our business without issuing additional securities beyond the shares to be sold in this offering, resulting in the dilution of the ownership interests of holders of our Common Stock. We are currently authorized to issue 100,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock. Additionally, the Board may subsequently approve increases in authorized Common Stock or Preferred Stock. The potential issuance of such additional shares of common or Preferred Stock or convertible debt may create downward pressure on the trading price of our Common Stock once and if a public market for our stock is established. We may also issue additional shares of Common Stock or other securities that are convertible into or exercisable for Common Stock in future public offerings or private placements for capital-raising purposes or for other business purposes. The future issuance of a substantial number of common shares into the public market, or the perception that such issuance could occur, could adversely affect the prevailing market price of our common shares. A decline in the price of our common shares could make it more difficult to raise funds through future offerings of our common shares or securities convertible into common shares.

~~Our amended~~USE ~~and~~OF restated certificate of incorporation allows for our board of directors to create new series of Preferred Stock without further approval by our stockholders, which could have an anti-takeover effect and could adversely affect holders of our Common Stock.PROCEEDS

~~Our authorized~~We ~~capital~~will ~~includes~~not ~~Preferred~~receive ~~Stock~~any ~~issuable~~of inthe ~~one~~proceeds orfrom ~~more series. Our board has~~ the ~~authority~~sale toof ~~issue~~shares ~~Preferred Stock and~~of ~~determine~~our ~~the~~common ~~price,~~stock ~~designation,~~offered ~~rights,~~by ~~preferences,~~the ~~privileges,~~Selling ~~restrictions~~Stockholder. ~~and~~In ~~conditions~~addition, ~~including~~we ~~voting~~will ~~and~~not ~~dividend~~receive ~~rights, of~~any ~~those~~proceeds ~~shares~~from ~~without~~the ~~any~~issuance ~~further vote~~ or ~~action~~sale byof ~~stockholders~~the Commitment Shares. ~~The~~Assuming ~~rights of~~ the ~~holders~~closing ofprice ~~Common~~is ~~Stock~~$0.10 ~~will~~cents beper ~~subject to~~share, ~~and may~~which bewas ~~adversely affected by,~~ the ~~rights~~closing ofprice ~~holders~~ of ~~any~~our ~~Preferred~~common ~~Stock~~stock ~~that~~on ~~may~~February be6, ~~issued~~2026, inwe ~~the~~will receive ~~future.~~up ~~The~~to ~~issuance of additional Preferred Stock~~$10,000,000 ~~while providing desirable flexibility~~ in ~~connection~~aggregate ~~with~~gross ~~possible~~proceeds. ~~financings~~However, ~~and~~the ~~acquisitions~~actual ~~and~~proceeds ~~other~~may ~~corporate~~be ~~purposes, could make it~~ more ~~difficult~~or ~~for~~less athan ~~third~~this ~~party~~amount todepending ~~acquire~~on the anumber ~~majority~~ of ~~the~~shares ~~voting power~~ of our ~~outstanding~~common ~~voting~~stock ~~securities,~~sold ~~which could~~and ~~deprive~~the ~~our~~price ~~holders~~at ofwhich ~~Common~~the ~~Stock~~shares of aour ~~premium~~common ~~that~~stock ~~they~~are ~~might otherwise realize in connection with a proposed acquisition of our company~~sold.

We ~~expect~~ intend to ~~incur~~use ~~significant~~the ~~additional~~proceeds ~~costs~~for asworking acapital, repayment ~~result~~of recently issued promissory notes and other general corporate purposes. Our expected use of ~~being~~the anet ~~public~~proceeds ~~company,~~from ~~which~~this ~~may~~offering represents ~~adversely~~our ~~affect~~intentions based upon our current plans and business conditions. As of the date of this prospectus, ~~financial~~we cannot predict with ~~condition~~certainty ~~and~~all ~~results~~of the particular uses for the net proceeds from this offering or the specific amounts to be spent on the uses described above. As a result, our management will retain broad discretion over the allocation of ~~operations~~the net proceeds from this offering.

~~Upon completion~~Pending ofthe ~~this~~uses ~~offering~~described above, we ~~expect~~plan to ~~incur costs associated with corporate governance requirements that will become applicable to~~invest usthe asnet aproceeds ~~public~~from ~~company,~~this ~~including~~offering ~~rules~~in ~~and regulations of the SEC, under the Sarbanes~~short-~~Oxley Act~~term, ~~the Dodd~~interest-~~Frank~~bearing ~~Wall Street Reform and Consumer Protection Act of 2010~~obligations, and the Exchange Act, as well as the rules of the Nasdaq. These rules and regulations are expected to significantly increase our accounting, legal and financial compliance costs and make some activities more timeinvestment-~~consuming.~~grade Weinstruments also expect these rules and regulations to make it more expensive for us to obtain and maintain directors’ and officers’ liability insurance. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or asother ~~executive officers~~securities. ~~Accordingly, increases in costs incurred as a result of becoming a publicly traded company may adversely affect our business, financial condition and results of operations~~

If and when a trading market for our securities develops, the market price of such securities is still likely to be highly volatile and subject to wide fluctuations, and you may be unable to resell your securities at or above the price at which you acquired them.

The stock market in general and the market for smaller companies in particular have experienced extreme volatility that may be unrelated to the operating performance of particular companies. Once and if our common shares become publicly traded, the market price for our securities may be influenced by many factors that are beyond our control

The trading price of our shares might also decline in reaction to events that affect other companies in our industry, even if these events do not directly affect us. These factors, among others, could harm the value of your investment in our securities. In the past, following periods of volatility in the market, securities class-action litigation has often been instituted against companies. Such litigation, if instituted against us, could result in substantial costs and diversion of management’s attention and resources, which could materially and adversely affect our business, operating results and financial condition.

~~CAUTIONARY NOTE~~MARKET ~~REGARDING FORWARD-LOOKING STATEMENTS~~INFORMATION

~~This prospectus~~Our ~~contains~~common ~~forward-looking~~stock ~~statements.~~is ~~Forward-looking~~listed ~~statements~~on ~~give our current expectations or forecasts of future events. You can identify these statements by~~ the ~~fact~~OTC ~~that~~Pink ~~they do not relate strictly to historical or current facts. Forward-looking statements~~Sheets involve risks and uncertainties and include statements regarding, among other things, our projected revenue growth and profitability, our growth strategies and opportunity, anticipated trends in our market and our anticipated needs for working capital. They are generally identifiable by use of the words “may,” “will,” “should,” “anticipate,” “estimate,” “plans,” “potential,” “projects,” “continuing,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend” or the negative of these words or other variations on these words or comparable terminology. These statements may be found under the ~~sections~~symbol ~~entitled~~ “~~Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” as well as in this prospectus generally~~MGAM. In particular, these include statements relating to future actions, prospective products, market acceptance, future performance or results of current and anticipated products, sales efforts, expenses, and the outcome of contingencies such as legal proceedings and financial results.”

~~Examples of~~On ~~forward-looking~~February ~~statements in this prospectus include~~11, ~~but are not limited to~~2026, ~~our~~the ~~expectations~~last ~~regarding~~reported ~~our business strategy, business~~sale ~~prospects,~~price ~~operating~~of ~~results,~~our ~~operating~~common ~~expenses,~~stock ~~working~~on ~~capital,~~the ~~liquidity~~OTC ~~and~~Pink ~~capital~~Sheets ~~expenditure~~was ~~requirements~~$0.097 ~~Important~~per ~~assumptions relating~~share. toThe ~~the~~following ~~forward-looking~~table ~~statements~~sets ~~include,~~forth ~~among others, assumptions regarding demand~~ for ~~our products,~~ the ~~cost~~periods indicated, high ~~terms~~ and ~~availability~~ oflow ~~components,~~bid ~~pricing~~prices ~~levels,~~of the ~~timing and cost of capital expenditures, competitive conditions and general economic conditions. These statements are based on our management~~Company’s ~~expectations,~~common ~~beliefs~~stock ~~and~~as ~~assumptions~~reported ~~concerning~~by ~~future~~the ~~events~~OTC ~~affecting us,~~Pink ~~which in turn are based on currently available information~~Sheets. ~~These~~Any ~~assumptions could prove inaccurate. Although we believe that~~ over-the-counter market ~~estimates~~quotations ~~and~~reflect ~~projections~~inter-dealer ~~reflected~~prices, inwithout ~~the~~retail ~~forward~~mark-~~looking~~up, ~~statements~~mark-down ~~are~~or ~~reasonable,~~commission ~~our~~and ~~expectations~~ may ~~prove~~not tonecessarily berepresent ~~incorrect~~actual transactions.

Important factors that could cause actual results to differ materially from the results and events anticipated or implied by such forward-looking statements include, but are not limited to:

Fiscal Year Ended December 31, 2025	HIGH		LOW
Fourth Quarter	$	0.17	$	0.066
Third Quarter	$	0.22	$	0.012
Second Quarter	$	0.0444	$	0.0011
First Quarter	$	0.015	$	0.0005

● Failure of market acceptance of our mobile esports products and services;

Fiscal Year Ended December 31, 2024	HIGH		LOW
Fourth Quarter	$	0.0153	$	0.003
Third Quarter	$	0.0249	$	0.0136
Second Quarter	$	0.0406	$	0.013
First Quarter	$	0.113	$	0.0145

●As ~~Increased~~of ~~levels~~February 11, 2026, we had approximately 99 stockholders of ~~competition;~~record. The actual number of holders of our common stock is greater than this number of record holders and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers or held by other nominees. This number of holders of record also does not include stockholders whose shares may be held in trust by other entities.

●DIVIDEND ~~Changes in political, economic or regulatory conditions generally and in the markets in which we operate;~~POLICY

●We ~~Our~~do ~~ability~~not expect to ~~retain~~pay any cash dividends to our stockholders in the foreseeable future. Payment of future cash dividends, if any, will be at the discretion of our board of directors and ~~attract~~will ~~senior~~depend ~~management~~on a number of factors, including our results of operations, financial condition, future prospects, contractual restrictions, restrictions imposed by applicable law, and other ~~key~~factors ~~employees;~~our board of directors deems relevant.

● Our ability to protect our trade secrets or other proprietary rights, operate without infringing upon the proprietary rights of others and prevent others from infringing on the proprietary rights of the Company; and

● Other risks, including those described in the “Risk Factors” discussion and elsewhere in this prospectus.

We operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for us to predict all of those risks, nor can we assess the impact of all of those risks on our business or the extent to which any factor may cause actual results to differ materially from those contained in any forward-looking statement. The forward-looking statements in this prospectus are based on assumptions management believes are reasonable. However, due to the uncertainties associated with forward-looking statements, you should not place undue reliance on any forward-looking statements. Further, forward-looking statements speak only as of the date they are made, and unless required by law, we expressly disclaim any obligation or undertaking to publicly update any of them in light of new information, future events, or otherwise.

~~USE OF~~THE ~~PROCEEDS~~SELLING STOCKHOLDER

~~Based upon~~This ~~the~~prospectus ~~public~~relates ~~offering~~to ~~price~~the ofpossible ~~$6.00~~resale from ~~per~~time ~~share~~to oftime ~~Common~~by ~~Stock,~~the ~~gross~~Selling ~~proceeds~~Stockholder toof ~~the~~any ~~Company~~or ~~from~~all ~~this~~shares ~~offering~~of ~~will~~our ~~total $6,000,000,~~common ~~assuming~~stock nothat ~~over-allotment~~have ofbeen ~~shares~~or ~~are~~may ~~sold.~~be Weissued ~~estimate~~by ~~that~~us to the ~~net~~Selling Stockholder ~~proceeds,~~under ~~after~~the ~~deducting~~Purchase ~~underwriters’ $600,000~~Agreement. ~~discount~~Such ~~and~~shares ~~$120,000~~of ~~non-accountable~~our ~~costs~~common ~~allowance,~~stock ~~and~~include ~~payment~~up ~~estimated~~to ~~$300~~100,000,000 inPurchase ~~offering~~Shares ~~expenses~~that ~~will~~we ~~be approximately~~may $4elect,~~980,000.~~ in Ifour ~~the~~sole ~~underwriter~~discretion, ~~exercises~~to ~~its~~issue ~~over-allotment~~and ~~option~~sell into ~~full~~the Selling Stockholder, wefrom ~~estimate~~time ~~that~~to ~~our~~time ~~net~~from ~~proceeds~~and ~~will~~after bethe Commencement Date under the ~~approximately~~Purchase ~~$5,790,000~~Agreement.

WeAs used in this prospectus, the term “Selling ~~intend~~Stockholder” includes the Selling Stockholder listed in the table below, and its permitted pledgees, donees, transferees, assignees, successors, designees, successors-in-interest and others who later come to ~~use~~hold any of the ~~net~~Selling ~~proceeds~~Stockholder’s interest in the shares ~~first~~of ~~two~~common ~~years~~stock asin ~~follows:~~accordance with the terms of the applicable agreements governing their respective registration rights, other than through a public sale. This prospectus also covers any additional securities that may become issuable by reason of stock splits, stock dividends or other similar transactions.

		($000)
Offering
Gross Proceeds*	$	6,000		100	%
Less: Fees		(600	)	-10	%
Less: Underwriters' Non-Accountable Reimbursement		(120	)	-2	%
Less: Incremental Expenses Not Covered by Private Placement Funds ($330)		(300	)	-5	%
Net Proceeds		4,980		83	%
Operating Expenses
Merchandise Cost of Sales, Licensing Fees		98		2	%
Proceeds Sharing with AIU / Universities (as a % of Revenue)**		0		0	%
Collaboration Fees Paid to Sports Industry of India (as a % of Revenue)**		0		0	%
Marketing and Advertising		86		1	%
Third Party Event Coordination / Scheduling / Judging Fees		70		1	%
Streaming Expenses		314		5	%
Site Expenses (Championship Venues, Facility Upgrades, Officials, Team Travel, VIP, Trophies)		219		4	%
Total Operating Expenses		787		13	%
Sales, General & Administrative Expenses
Compensation		2,183		36	%
US Corporate Expenses		92		2	%
India Operating Expenses		361		6	%
Total SG&A		2,636		44	%
Total Operating, SG&A Expenses		3,423		57	%
Other Uses
Capital Expenditures (Technology Development)		1,482		25	%
Contingency		75		1	%
Total Uses	$	6,000		100	%

For additional information regarding the issuance of common stock covered by this prospectus, see the section entitled “Committed Equity Financing” above. We are registering the shares of common stock pursuant to the provisions of the Purchase Agreement and the Registration Rights Agreement in order to permit the Selling Stockholder to offer the shares for resale from time to time. Except for the transactions contemplated by the Purchase Agreement and the Registration Rights Agreement, the Selling Stockholder has not had any material relationship with us within the past three years.

*The ~~Assumes~~table below presents information regarding the Selling Stockholder and the shares of common stock that it may offer from time to time under this prospectus. This table is prepared based on information supplied to us by the selling stockholder, and reflects holdings as of February 11, 2026. The number of shares in the column “Maximum Number of Shares of Common Stock to be Offered Pursuant to this Prospectus” represents all of the shares of common stock that the Selling Stockholder may offer under this prospectus. The Selling Stockholder may sell some, all or none of its shares in this offering. We do not know how long the Selling Stockholder will hold the shares before selling them, and we currently have no ~~operating~~agreements, ~~revenue~~arrangements or understandings with the Selling Stockholder regarding the sale of any of the shares.

**Beneficial ~~Initial~~ownership ~~IPO~~is ~~Prep~~determined in accordance with Rule 13d-3(d) promulgated by the SEC under the Exchange Act, ~~Filing~~and includes shares of common stock with respect to which the Selling Stockholder has voting and ~~Registration~~investment ~~Fees~~power. The percentage of common stock beneficially owned by the Selling Stockholder prior to the offering shown in the table below is based on an aggregate of 60,640,074 ~~Estimated~~shares atof ~~$415~~our common stock outstanding on February 11, 2026.0 Because the purchase price of the common stock issuable under the Purchase Agreement is determined on each Purchase Date, ~~Partially~~the ~~Covered~~number of shares that may actually be sold by us to the ~~Private~~Selling ~~Placement~~Stockholder ~~funds~~under ~~($330~~the Purchase Agreement may be fewer than the number of shares being offered by this prospectus.0) The fourth column assumes the sale of all of the shares offered by the Selling Stockholder pursuant to this prospectus.

We believe the net proceeds of this offering will be sufficient to meet our cash, operational and liquidity requirements for at least two years.

As of the date of this prospectus, we cannot specify with certainty all of the particular uses for the net proceeds to us from this offering. Accordingly, our management will have broad discretion in the application of these proceeds. Net offering proceeds not immediately applied to the uses summarized above will be invested in short-term investments such as money market funds, commercial paper, U.S. treasury bills and similar securities investments pending their use.

We intend to use the net proceeds from this offering for working capital and general corporate purposes including but not limited to acquisitions of game licenses, technology platform agreements and strategic partnerships. Investors are cautioned, however, that expenditures may vary substantially from these uses. Investors will be relying on the judgment of our management, who will have broad discretion regarding the application of the proceeds of this offering. The amounts and timing of our actual expenditures will depend upon numerous factors, including the amount of cash generated by our operations and the amount of competition we face and other operational factors. We may find it necessary or advisable to use portions of the proceeds from this offering for other purposes.

~~DIVIDEND~~We may amend or supplement this prospectus from ~~POLICY~~time to time in the future to update or change the Selling Stockholder list and the securities that may be resold.

~~We have~~Please ~~never~~see ~~declared or paid any cash dividends on our Common Stock and do not currently anticipate paying cash dividends in~~ the ~~foreseeable future.~~section Wetitled ~~currently~~“Plan ~~intend~~of ~~to retain our future earnings, if any,~~ Distribution” for ~~use~~further ininformation ~~our~~regarding ~~business. Payment of future dividends, if any, will be at~~ the ~~discretion~~Selling ofStockholder’s ~~our~~method ~~board~~ of ~~directors~~distributing ~~after~~these ~~taking into account various factors, including our financial condition, operating results, current and anticipated cash needs and plans for expansion~~securities.

CAPITALIZATION

Name of Selling Stockholder

Number of Shares of
Common Stock
Owned
Prior to Offering (1)(3)

Maximum Number of Shares of Common Stock to be Offered Pursuant to this Prospectus

Number of Shares of
Common Stock
Owned
After Offering (2) (3)

Number

Percent

Number

Percent

ClearThink Capital Partners, LLC (4)

100,500,000

100,000,000

500,000

~~The following~~* ~~table~~Represents ~~sets~~less ~~forth~~than ~~our cash and cash equivalents and capitalization as of August 31, 2021 on:~~1%

● An actual basis; and

	(1)	In accordance with Rule 13d-3(d) under the Exchange Act, we have excluded from the number of shares beneficially owned prior to the offering all of the shares that the Selling Stockholder may be required to purchase under the Purchase Agreement, because the issuance of such shares is solely at our discretion and is subject to conditions contained in the Purchase Agreement, the satisfaction of which are entirely outside of the Selling Stockholder’s control, including the registration statement that includes this prospectus becoming and remaining effective. Furthermore, the purchase of common stock is subject to certain agreed upon maximum amount limitations set forth in the Purchase Agreement. Also, the Purchase Agreement prohibits us from issuing and selling any of our common stock to the Selling Stockholder to the extent such shares, when aggregated with all other common stock then beneficially owned by the Selling Stockholder, would cause the Selling Stockholder beneficial ownership of our common stock to exceed the Beneficial Ownership Limitation.
	(2)	Assumes the sale of all shares being offered pursuant to this prospectus.
	(3)	Includes the Commitment Shares issued pursuant to the Purchase Agreement between the Company and the Selling Stockholder and excludes shares issuable upon conversion of the ClearThink Promissory Notes issued to the Selling Stockholder by the Company.
	(4)	The business address of ClearThink is 210 West 77th Street, 7W, New York, New York 10024. As of the date of the Purchase Agreement, Brian Loper is the managing partner of ClearThink and therefore may be deemed to have shared voting and investment power over securities owned directly and indirectly by ClearThink. ClearThink is not a registered broker-dealer or an affiliate of a registered broker-dealer. The foregoing should not be construed in and of itself as an admission by Mr. Loper as to beneficial ownership of the securities beneficially owned directly or indirectly by ClearThink.

● A pro forma reflecting the sale of 1,000,000 shares of our Common Stock in this offering at a public offering price of $6.00, and our receipt of the estimated $4,890,000 in net proceeds from this offering, after deducting underwriter’s discounts and non-accountable cost allowance and estimated offering expenses payable by us.

You should read this capitalization table together with “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the related notes appearing elsewhere in this prospectus.

	Actual August 31, 2021			Pro Forma After the Public Offering
Cash and cash equivalents	$	314,644		$	5,624,644
Stockholders’ equity:		–			–
Preferred Stock, $0.0001 par value: 10,000,000 authorized, 0 shares issued and outstanding
Common Stock, $0.0001 par value: 100,000,000 shares authorized, actual and pro forma; 16,809,800 shares issued and outstanding, actual and 17,809,800 shares issued and outstanding, pro forma	$	1,681		$	1,781
Additional paid-in capital	$	344,143		$	5,654,043
Accumulated deficit	$	(28,930	)	$	(28,930	)
Total stockholders’ equity	$	316,894		$	5,626,894
Total capitalization	$	316,894		$	5,624,894

~~DILUTION~~PLAN OF DISTRIBUTION

~~Purchasers~~ The shares of ~~our~~common ~~Common~~stock ~~Stock~~offered inby this ~~offering~~prospectus are ~~will~~being ~~experience~~offered anby ~~immediate~~the ~~dilution~~Selling ofStockholder. ~~net~~The ~~tangible~~shares ~~book~~may ~~value~~be ~~per~~sold ~~share~~or distributed from time to time by the ~~initial~~Selling ~~public~~Stockholder directly ~~offering~~to ~~price.~~one ~~Dilution~~or inmore ~~net~~purchasers ~~tangible~~or ~~book~~through ~~value~~brokers, ~~per~~dealers, ~~share~~or ~~represents~~underwriters ~~the~~who ~~difference~~may ~~between~~act ~~the~~solely ~~amount~~as ~~per~~agents ~~share~~at ~~paid~~market byprices ~~the~~prevailing ~~purchasers~~at the time of ~~shares~~sale, ofat ~~Common~~prices ~~Stock~~related ~~and~~to the ~~net~~prevailing ~~tangible~~market ~~book~~prices, ~~value~~at ~~per~~negotiated ~~share~~prices, ~~immediately~~or ~~after~~at ~~this~~fixed ~~offering~~prices, which may be changed. The sale of our common stock offered by this prospectus could be effected in one or more of the following methods:

~~As of~~● ~~August~~ordinary ~~31,~~brokers’ ~~2021~~transactions; ~~our~~● ~~net~~transactions ~~tangible~~involving ~~book~~cross ~~value~~or ~~was~~block ~~$316~~trades; ● through brokers,~~894~~ dealers, or ~~$0.02~~underwriters ~~per~~who ~~share~~may ofact ~~Common~~solely ~~Stock.~~as ~~Net~~agents; ~~tangible~~● ~~book~~“at ~~value~~the ~~per~~market” ~~share~~into ~~represents~~ an existing market for our ~~total~~common ~~tangible~~stock; ~~assets,~~● ~~less~~in ~~our~~other ~~total~~ways ~~liabilities~~not involving market makers or established business markets, ~~divided~~including bydirect ~~the~~sales ~~number~~to ofpurchasers ~~outstanding~~or ~~shares~~sales ofeffected ~~our~~through ~~Common~~agents; ~~Stock~~● in privately negotiated transactions; or ● any combination of the foregoing.

~~Dilution represents~~In ~~the~~order ~~difference~~to ~~between~~comply ~~the~~with ~~amount per share paid by purchasers in this offering and~~ the ~~pro~~securities ~~forma~~laws ~~net tangible book value~~of ~~per~~certain ~~share~~states, ofif ~~Common~~applicable, ~~Stock after~~ the ~~offering. After giving effect to the sale of 1,000,000~~ shares ofmay ~~Common~~be ~~Stock~~sold inonly ~~this~~through ~~offering~~registered ~~at the~~or ~~offering~~licensed ~~price~~brokers ofor $6dealers.00 ~~per~~In ~~share~~addition, ~~and after deducting underwriting commissions and estimated offering expenses payable by us, but without adjusting for any other change~~ in ~~our net tangible book value subsequent to August 31~~certain states, ~~2021,~~the ~~our~~shares ~~pro~~may ~~forma~~not ~~net~~be ~~tangible~~sold ~~book value~~unless ~~would~~they have been ~~$0.32~~registered ~~per~~or ~~share.~~qualified ~~This~~for ~~represents~~sale ~~an immediate increase~~ in ~~pro~~the ~~forma~~state ~~net~~or ~~tangible~~an ~~book~~exemption ~~value~~from ofthe ~~$0.30~~state’s registration ~~per~~or ~~share to~~qualification ~~our~~requirement ~~existing~~is ~~stockholders~~available and ~~immediate~~complied ~~dilution of $5~~with.~~68 per share to new investors purchasing shares at the proposed public offering price.~~

The ~~following~~ ~~table~~Selling ~~illustrates~~Stockholder ~~the~~may ~~dilution~~be indeemed ~~pro~~to ~~forma~~be ~~net~~an “underwriter” ~~tangible~~within ~~book~~the ~~value~~meaning ~~per~~of ~~share~~Section to2(a)(11) ~~new investors as~~ of ~~August~~the ~~31,~~Securities ~~2021:~~Act.

Assumed initial public offering price per share	$	6.00
Net tangible book value per share at August 31, 2021	$	0.02
Increase in net tangible book value per share to the existing stockholders attributable to this offering	$	0.30
Adjusted net tangible book value per share after this offering	$	0.32
Dilution in net tangible book value per share to new investors	$	5.68

The Selling Stockholder has informed us that it intends to use one or more registered broker-dealers to effectuate all sales, if any, of our common stock that it has acquired and may in the future acquire from us pursuant to the Purchase Agreement. Such sales will be made at prices and at terms then prevailing or at prices related to the then current market price. Each such registered broker-dealer will be an underwriter within the meaning of Section 2(a)(11) of the Securities Act. The Selling Stockholder has informed us that each such broker-dealer will receive commissions from the Selling Stockholder that will not exceed customary brokerage commissions.

The following table sets forth, as of October 1, 2021, the number of shares of Common Stock purchased from us, the total consideration paid to us and the average price per share paid by the existing holders of our Common Stock and the price to be paid by new investors at the public offering price.

	Shares Purchased		Total Consideration								Average Price
	Number		Percent			Amount		Percent			Per Share
Existing stockholders		16,809,800		94.39	%	$	316,894		5.63	%	$	0.02
Investors purchasing shares in this offering		1,000,000		5.61	%	$	5,310,000		94.37	%	$	5.31
Total		17,809,800		100.00	%	$	5,626,894		100.00	%

~~SELECTED~~Brokers, dealers, underwriters or agents participating ~~HISTORICAL~~in ~~FINANCIAL~~the ~~DATA~~distribution of our common stock offered by this prospectus may receive compensation in the form of commissions, discounts, or concessions from the purchasers, for whom the broker-dealers may act as agent, of the shares sold by the Selling Stockholder through this prospectus. The compensation paid to any such particular broker-dealer by any such purchasers of our common stock sold by the selling stockholder may be less than or in excess of customary commissions. Neither we nor the Selling Stockholder can presently estimate the amount of compensation that any agent will receive from any purchasers of our common stock sold by the Selling Stockholder.

~~MOGO~~We know of no existing arrangements between the ~~was~~Selling ~~formed~~Stockholder onor ~~March~~any 11other stockholder, ~~2021.~~broker, ~~There~~dealer, ~~are~~underwriter noor ~~historical~~agent ~~financial~~relating ~~data~~to the sale or distribution of our common stock offered by this prospectus.

~~The~~We may from time to time file with the SEC one ~~audited~~or ~~financial~~more ~~statements~~supplements asto this prospectus or amendments to the registration statement of ~~August~~which 31this prospectus forms a part to amend, ~~2021~~supplement or ~~are~~update ~~included~~information ~~beginning~~contained onin ~~page~~this ~~F-1.~~prospectus, Aincluding, ~~summary~~if isand ~~outlined~~when ~~below:~~required under the Securities Act, to disclose certain information relating to a particular sale of shares offered by this prospectus by the Selling Stockholder, including the names of any brokers, dealers, underwriters or agents participating in the distribution of such shares by the Selling Stockholder, any compensation paid by the Selling Stockholder to any such brokers, dealers, underwriters or agents, and any other required information.

~~Results~~We will pay the expenses incident to the registration under the Securities Act of ~~Initial~~the ~~Operations~~offer asand sale of ~~August~~our 31common stock covered by this prospectus by the Selling Stockholder. As consideration for its irrevocable commitment to purchase our common stock under the Purchase Agreement, ~~2021~~we have agreed to issue to the Selling Stockholder the Commitment Shares, which shall not be registered pursuant to this Registration Statement. See “The Committed Equity Financing” for more information.

Assets			Liabilities
Cash and Cash Equivalents	$	314,644	Current Liabilities	$	3,750
Stock Subscription Receivable	$	6,000	Total Liabilities	$	3,750
			Common Stock @ $0.0001, 16,809,800 Shares Issued and Outstanding	$	1,681
			Additional Paid-In Capital	$	344,143
			Accumulated Deficit	$	28,930	)
			Total Stockholders’ Equity	$	316,894
Total Assets	$	320,644	Total Liabilities and Stockholders’ Equity	$	320,644

We also have agreed to indemnify the Selling Stockholder and certain other persons against certain liabilities in connection with the offering of our common stock offered hereby, including liabilities arising under the Securities Act or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities.

The Selling Stockholder has represented to us that at no time prior to the date of the Purchase Agreement has the Selling Stockholder or its agents, representatives or affiliates engaged in or effected, in any manner whatsoever, directly or indirectly, any short sale (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of our common stock or any hedging transaction, which establishes a net short position with respect to our common stock. The Selling Stockholder has agreed that during the term of the Purchase Agreement, neither the Selling Stockholder, nor any of its agents, representatives or affiliates will enter into or effect, directly or indirectly, any of the foregoing transactions.

This offering will terminate on the date that all of our common stock offered by this prospectus have been sold by the Selling Stockholder.

~~MANAGEMENT’S DISCUSSION~~DESCRIPTION ~~AND ANALYSIS~~ OF ~~FINANCIAL~~CAPITAL ~~CONDITION AND RESULTS OF OPERATIONS~~STOCK

The following ~~discussion~~description of ~~our~~the ~~financial~~Company’s common ~~condition~~stock ~~and~~is ~~results~~based ofupon ~~operations~~the ~~should~~Company’s becertificate ~~read~~of inincorporation, ~~conjunction~~as ~~with~~amended ~~the~~(“Certificate ~~financial~~of Incorporation”), ~~statements~~the ~~and~~Company’s ~~the~~Bylaws ~~notes~~(“Bylaws”) ~~thereto~~and ~~included~~applicable inprovisions ~~this~~of ~~prospectus~~law. ~~The~~We ~~following~~have ~~discussion~~summarized ~~contains~~certain ~~forward-looking~~portions ~~statements.~~of ~~Actual~~the ~~results~~Certificate ~~could~~of ~~differ~~Incorporation ~~materially~~and ~~from~~Bylaws ~~the~~below. ~~results~~The ~~discussed~~summary is not complete and is subject to, and is qualified in its entirety by express reference to, the ~~forward-looking~~provisions ~~statements.~~of ~~See~~our ~~“Risk~~Certificate ~~Factors”~~of Incorporation and ~~“Cautionary Note~~Bylaws, ~~Regarding~~each ~~Forward~~of which is filed as an exhibit to the Annual Report on Form 10-~~Looking~~K of ~~Statements”~~which ~~above~~this Exhibit 4.5 is a part.

~~For the~~Authorized ~~period~~Capital from inception (March 11, 2021) to August 31, 2021 we did not generate any revenue and incurred expenses (including accrued expenses) of $28,930 for accounting services, legal fees and bank charges. This is the first reporting period and there are no data for prior periods.Stock

~~Liquidity~~Under our Certificate of Incorporation, as amended, our authorized capital stock consists of 300,000,000 shares of common stock, $0.0001 par value, and ~~Capital~~10,000,000 ~~Resources~~shares of preferred stock, $0.0001 par value.

~~A summary~~Common ~~and discussion of our cash flow for the period from inception to August 31, 2021 and from September 1, 2021 through December 31, 2021:~~Stock

	Inception Through August 31, 2021 (Audited)			September 1, 2021 Through December 31, 2021 (Proforma)			Total
Opening Balance		0.00		$	335.604.00
Cash Raised	$	339,824.00		$	6,000.00		$	345,824.00
Bank Charges	$	(470.00	)	$	(160.00	)	$	(630.00	)
Legal Fees		0.00		$	(23,500.00	)	$	(23,500.00	)
Trademark Legal Fees		0.00		$	(2,870.00	)	$	(2,870.00	)
Auditing Fees	$	(3,750.00		$	(8,750.00	)	$	(12,500	)
Underwriting Fees		0.00		$	(35,000.00	)	$	(35,000.00	)
Filing Fees		0.00		$	(3,505.29	)	$	(3,505.29	)
Total Expenses	$	(4,220.00	)	$	(73,785.29	)	$	(78,005.29	)
Balance	$	335,604.00		$	267,818.71		$	267,818.71

Common Stock Outstanding. The outstanding shares of the Company’s common stock are duly authorized, validly issued, fully paid and nonassessable. The Company’s common stock is listed and principally traded on the OTC Pink Sheets under the ticker symbol “MGAM.”

~~We spent~~Voting ~~$78,005~~Rights.29 Each inholder ~~operating~~of ~~activities~~shares of ~~during~~ the ~~eight-month~~Company’s ~~period~~common ~~from~~stock ~~inception~~is ~~(March~~entitled ~~11,~~to ~~2021)~~one tovote ~~August,~~for ~~2021.~~each ~~This~~share ~~mostly consisted~~held of ~~legal~~record ~~and~~on ~~consulting fees relating to~~ the ~~incorporation~~applicable ofrecord ~~the~~date ~~Company,~~on ~~and~~all ~~legal~~matters submitted ~~and underwriting fees relating~~ to ~~the preparation~~a vote of ~~the registration statement and prospectus~~stockholders.

WeDividend Rights. Subject to any preferential dividend rights granted to the holders of any shares of the Company’s preferred stock that may at the time be outstanding, holders of the Company’s common stock are entitled to receive dividends as may be declared from time to time by the Company’s board of directors out of funds legally available therefor. We have not ~~engaged~~declared inor paid any ~~investing~~cash ~~activities~~dividends on the Company’s common stock since incorporation, and do not anticipate paying any cash dividends in the foreseeable future.

~~We raised~~Rights ~~$345,824~~upon Liquidation.00 Holders ~~from~~of the aCompany’s ~~private~~common ~~placement~~stock ~~during~~are ~~the~~entitled ~~summer~~to ofshare ~~2021~~pro ~~from~~rata, ~~the~~upon ~~sale~~any liquidation or dissolution of ~~common~~the ~~stock~~Company, atin ~~par~~all ~~value~~remaining assets ofavailable ~~$0.0001~~for ~~per~~distribution ~~share~~ to ~~Founders~~stockholders after payment or providing for the Company’s liabilities and ~~$0.03~~the ~~per~~liquidation ~~share~~preference of toany ~~early-stage~~outstanding ~~investors~~preferred stock.

~~Cash~~Preemptive Rights. Holders of the ~~Resources~~Company’s ~~and~~common ~~Going~~stock ~~Concern~~have no preemptive right to purchase, subscribe for or otherwise acquire any unissued or treasury shares or other securities.

~~We have~~Transfer ~~no revenue-generating operations from which we can internally generate funds~~Agent. ToVStock ~~date~~Transfer, ~~the~~LLC, ~~Company’s ongoing operations have~~18 ~~been~~Lafayette ~~financed~~Place, ~~by the sale of its equity securities by way of private placements. The Company believes that it will be able to secure additional public financings in the future~~Woodmere, ~~although~~New itYork ~~cannot predict the size or pricing of any such financings. This situation~~ 11598, is ~~unlikely~~ ~~to change until such time as~~ the ~~Company~~transfer ~~can~~agent ~~successfully build out its business to the point where it experiences positive cash flow from operations. When acquiring technology, software~~ and ~~hardware,~~registrar ~~and~~for ~~in retention of additional employees and consultants,~~ the Company’s ~~may elect to issue restricted~~ common ~~shares to the purveyor, vendor, employee or consultant, in order to conserve its cash~~stock.

~~At August 31,~~Preferred 2021, we had $335,604.00 in working capital and at August 31, 2021, we had $267,818.71 in working capital. The continuing operations of MOGO are dependent upon obtaining necessary financing to meet MOGO’s commitments as they come due and to finance future development and implementation of its business.Stock

Under the Company’s Certificate of Incorporation, without further stockholder action, the Company’s board of directors is authorized, subject to any limitations prescribed by the law of the State of Delaware, to divide the Preferred Stock into any number of series, to fix the designation and number of shares of each such series, and to determine and alter the rights, preferences, privileges and restriction granted to and imposed upon any wholly unissued series of preferred stock, including, but not limited to, voting rights, redemption rights, dividend rights and participation rights. The board of directors (within the limits and restrictions of any resolution adopted by it, originally fixing the number of shares of any series) may increase or decrease the number of shares of any such series after the issue of such of shares of such series, but not below the number of then outstanding shares of such series.

There are currently no Preferred Shares outstanding, and no series has been authorized.

~~We anticipate~~Certain ~~that~~Provisions ~~the proceeds~~ of ~~this offering will fund our capital requirements for~~ the ~~next 24 months. See, “Use of Proceeds.” The~~ Company’s ~~expects that it will operate at a loss for the foreseeable future and believes the current cash and cash equivalents plus~~Certificate ~~the proceeds from this offering will be sufficient for the development and implementation~~ of ~~its~~Incorporation ~~business plan to a point past breakeven,~~ and fund its currently anticipated general and administrative costs. In any event, the Company will be required to raise additional funds, again through public or private equity financings in the future in order to continue and expand its business. Should such financing not be available in that time-frame, the Company will be required to reduce its activities.Bylaws

~~There is~~The ~~significant uncertainty that the~~ Company’s ~~will~~Certificate beof ~~able~~Incorporation and toBylaws ~~secure~~vest ~~any additional financing in~~ the ~~current~~power ~~or future equity markets. See “Risk Factors.” Failure~~ to ~~obtain~~call ~~additional~~special ~~financing~~meetings ~~could~~of ~~have~~stockholders ain ~~material~~the ~~adverse~~Company’s ~~effect~~President, onthe ~~our~~Board ~~financial condition and results~~ of ~~operation~~Directors, ~~and~~or ~~could~~by ~~cast~~such other ~~uncertainty~~officers onor ~~our~~persons ~~ability to continue~~ as ~~a going concern. The quantity of funds to be raised and~~ the ~~terms~~board of ~~any~~Directors ~~proposed equity financing that~~ may bedesignate. ~~undertaken~~Stockholders ~~will~~are bepermitted ~~negotiated~~under bythe ~~management~~Company’s asCertificate ~~opportunities to raise funds~~of ~~arise.~~Incorporation ~~Specific~~or ~~plans~~Bylaws ~~related~~ to ~~the~~act ~~use~~by ofwritten ~~proceeds~~consent ~~will~~in belieu ~~devised~~of ~~once~~a ~~financing has been completed and management knows what funds will be available for these purposes~~meeting.

~~THE~~A special meeting of the Shareholders may be called ~~BUSINESS~~by OFshareholders ~~MOGO~~holding shares of the Company’s common stock representing in the aggregate a majority of votes then outstanding.

~~Mobile Global~~Certain ~~Esports Inc. is a newly~~Anti-~~formed~~Takeover ~~developmental~~Effects ~~stage~~of ~~company~~Delaware that is launching an esports (electronic sports) platform initially focused on esports competitions played on mobile devices by university teams and players representing universities located in India and elsewhere in South Asia. Founded in March 2021, we do not currently have significant revenues or operations.Law

~~With~~We are subject to Section 203 of the DGCL (“Section 203”). In general, Section 203 prohibits a publicly held Delaware corporation from engaging in various “business combination” transactions with any interested stockholder for a period of three years following the ~~esports~~date ~~industry~~of ~~experiencing~~the ~~rapid~~transactions ~~growth~~in which the person became an interested stockholder, ~~our~~unless: ~~strategy~~the isbusiness tocombination ~~license~~or ~~and~~the ~~build~~transaction ~~out~~which aresulted ~~strong~~in ~~technology~~the ~~platform~~stockholder tobecoming ~~enhance~~an ~~users’~~interested ~~experience~~stockholder ~~and~~is ~~create~~approved ~~and~~by ~~then~~the ~~expand~~board ~~mobile~~of ~~esports~~directors ~~offerings~~prior to athe ~~wide~~date ~~audience~~the interested stockholder obtained such status; upon consummation of the transaction which resulted in the ~~South~~stockholder ~~Asian~~becoming ~~diaspora.~~an Weinterested ~~also~~stockholder, ~~intend~~the tointerested ~~introduce~~stockholder owned at least 85% anof ~~updated~~the ~~version~~voting stock of ~~our~~the ~~web~~corporation ~~site,~~outstanding ~~www.mogoesports.com,~~at ~~that~~the wetime ~~believe~~the ~~will~~transaction ~~offer~~commenced anexcluding ~~enhanced~~for ~~user~~purposes ~~experience,~~of ~~including~~determining ~~expanded~~the ~~interactive~~voting ~~offerings.~~stock Weoutstanding ~~intend~~(but not the outstanding voting stock owned by the interested stockholder) those shares owned (a) by persons who are directors and also officers and (b) employee stock plans in which employee participants do not have the right to ~~avoid~~determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or on or subsequent to such date the business combination is approved by the board of ~~online~~directors ~~gambling~~and authorized at an annual or special meeting of stockholders by the affirmative vote of at least 662/3% of the outstanding voting stock which is not owned by the interested stockholder.

~~Our long-term~~A ~~strategy~~“business combination” is defined to ~~differentiate~~include ~~ourselves~~mergers, inasset ~~the~~sales, ~~mobile~~and ~~esports~~other ~~industry~~transactions byresulting ~~developing~~in ~~our~~financial ~~own~~benefit ~~intellectual~~to ~~property~~a instockholder. ~~the~~In ~~form of~~general, ~~new~~an ~~esports~~“interested stockholder” ~~predictive~~is ~~gaming~~a ~~models~~person who, ~~predictive~~together ~~consolidated~~with ~~data~~affiliates ~~feed~~and associates, ~~and~~owns ~~new~~(or ~~platform~~within ~~and~~three ~~software~~years, ~~services~~did ~~based~~own) on15% ~~recent~~or ~~advances~~more of a corporation’s voting stock. The statute could prohibit or delay mergers or other takeover or change in control attempts with respect to the ~~development~~Company and, ofaccordingly, ~~artificial~~may ~~intelligence~~discourage attempts to acquire us even though such a transaction may offer the Company’s stockholders the opportunity to sell their stock at a price above the prevailing market price.

~~We believe~~Penny ~~our~~Stock intellectual property, once developed, combined with the exclusivities we will endeavor to secure for third-party intellectual property, will allow us to offer users expanded mobile esports offerings. We also intend to partner with other game developers to generate revenue from their access to the player base we intend to develop, through licensing arrangements in which we share in new game revenue.Considerations

~~The~~Our shares will be “penny stocks” ~~Online~~as ~~Esports~~that ~~Industry~~term is generally defined in the Securities Exchange Act of 1934 to mean equity securities with a price of less than $5.00 per share. Thus, our shares will be subject to rules that impose sales practice and disclosure requirements on broker-dealers who engage in certain transactions involving a penny stock. Under the penny stock regulations, a broker-dealer selling a penny stock to anyone other than an established customer must make a special suitability determination regarding the purchaser and must receive the purchaser’s written consent to the transaction prior to the sale, unless the broker-dealer is otherwise exempt.

Esports is the competitive playing of video games by amateur and professional teams for cash and other monetary or non-monetary prizes. Esports typically takes the form of organized, multiplayer video games that include real-time strategy and competition, including virtual fights, first-person shooter and multiplayer online battle arena games. Esports are defined as competitive games of skill, timing, knowledge, experience, practice, attention and teamwork, but not games of chance or luck. Mobile esports are defined as esports that are streamed on an electronic esports platform and played by individuals or teams on mobile devices, usually smartphones.

~~Online esports~~In ~~tournament play consists of two or more people playing against each other in a game from their mobile devices or computers~~addition, ~~where such~~under ~~players do not necessarily have to be playing in real time. These events can be held over~~ the ~~course~~penny ofstock ~~a day~~regulations, ~~a week or even a~~ ~~month and~~ the ~~winner~~broker-dealer ~~will~~is berequired ~~the one with the top score or the fastest time at the conclusion of the event.~~to:

~~According~~ ● Deliver, prior to ~~Statista~~any transaction involving a penny stock, a disclosure schedule prepared by the ~~global~~Securities ~~esports~~and Exchange Commission relating to the penny stock market, ~~revenue~~unless the broker-dealer or the transaction is ~~estimated~~otherwise exempt; ● Disclose commissions payable to bethe ~~$1.08~~broker-dealer ~~billion~~and inour ~~2021~~registered representatives and iscurrent ~~projected~~bid toand ~~grow~~offer quotations for the securities; ● Send monthly statements disclosing recent price information pertaining to ~~$1.62~~the ~~billion~~penny ~~by 2024.~~stock ~~India~~held isin a customer’s account, the ~~fastest-growing~~account’s ~~mobile~~value, ~~games~~and information regarding the limited market in penny stocks; and ● Make a special written determination that the ~~world~~penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction, prior to conducting any penny stock transaction in the customer’s account.3

~~Industry analysts~~Because ~~estimate~~of ~~that~~these ~~esports~~regulations, ~~has~~broker-dealers anmay encounter ~~estimated~~difficulties ~~495~~in ~~million-strong~~their ~~and~~attempt ~~growing~~to ~~global~~sell ~~audience.4~~shares ~~Tournaments~~of our common stock, ~~ranked~~which ~~play~~may affect the ability of selling stockholders or other ~~and~~holders ~~matchups~~to ~~encourage~~sell ~~continuous~~their shares in the secondary market, and ~~repeat~~have ~~game~~the ~~play~~effect asof ~~players~~reducing ~~compete~~the tolevel ~~earn~~of ~~status,~~trading ~~cash~~activity ~~and~~in ~~virtual~~the ~~rewards~~secondary market. These additional sales practice and ~~prizes.~~disclosure ~~Creating~~requirements could impede the sale of our securities, if our securities become publicly atraded. ~~global~~In ~~community~~addition, the liquidity for our securities may be decreased, with ~~competitive~~a ~~game~~corresponding ~~play~~decrease ~~through~~in anthe ~~esports~~price ~~platform~~of ~~enables~~our ~~gamers~~securities. Our shares in all probability will be subject to ~~connect~~such penny stock rules and ~~play~~our ~~together~~shareholders will, ~~creating~~in aall ~~community that~~likelihood, isfind ~~intended~~it difficult to ~~maintain~~sell ~~player~~their ~~loyalty~~securities.

~~During the~~Disclosure ~~Covid-19 lockdowns, SuperData’s Year in Review estimated that 55%~~ of ~~Americans~~Commission ~~played~~Position ~~video~~on ~~games and the industry grew an~~Indemnification ~~estimated~~for ~~12%~~Securities ~~year-over-year.~~Act An estimated 43% of American players now use mobile platforms. The premium segment of the games market grew an estimated 28% with releases of single-player games, including Doom Eternal and Cyberpunk 2077. Even after the return of televised sports in 2020, the major sports games, such as FIFA and NBA 2K, continued to gain players in the U.S.Liabilities

~~The free-to-play~~Insofar ~~games~~as ~~generated~~indemnification ~~78%~~for ofliabilities arising under the ~~game~~Securities ~~revenue~~Act inmay ~~2020,~~be ~~according~~permitted to ~~SuperData’s~~our ~~2020~~directors, ~~Digital~~officers ~~Game~~and ~~Review,~~controlling ~~with~~persons ~~purchased in-game~~pursuant ~~content~~to ~~and~~the ~~paid~~foregoing ~~upgrades~~provisions, ~~and~~we have ~~Asian~~been ~~markets~~informed ~~contributed~~that ~~59%~~in ofthe ~~those~~opinion ~~earnings.~~of ~~Mobile~~the ~~revenues~~SEC ~~for~~such ~~Honor~~indemnification ofis ~~Kings~~against ~~and~~public ~~Peacekeeper Elite,~~policy ~~both~~as ~~published~~expressed byin ~~Tencent,~~the ~~each~~Securities ~~exceeded~~Act $2and is, ~~billion~~therefore, unenforceable.5

~~According to~~LEGAL SuperData, Gaming Video Content (GVC) reached 1.2 billion viewers in 2020 with competitive titles, social games and brand crossovers, including Fortnite X Marvel and Among Us. Virtual Reality (VR) and Extended Reality (XR) games grew 25% with new headset technology and more affordable headset prices.MATTERS

~~SuperData also~~The ~~reported,~~validity as of ~~December 2020,~~ the ~~three~~securities ~~largest~~offered ~~selling esports games were Dota 2, League of Legends (each multiplayer online battle~~hereby ~~arena~~will ~~games)~~be ~~and~~passed ~~Counter~~upon ~~Strike:~~for ~~Global~~us ~~Offensive~~by ~~(a first-person shooter game). Other popular games include Smite~~Sheppard, ~~StarCraft II~~Mullin, ~~Call of~~Richter ~~Duty,~~& ~~Heroes~~Hampton ~~of the Storm~~LLP, ~~Hearthstone~~New ~~and Fortnite. Esports includes games which can be played by amateurs in multiplayer competitions on the Sony PlayStation~~York, ~~Microsoft~~New ~~Xbox and Nintendo Switch~~York. ~~Most major professional esports events and a wide range of amateur esports events are broadcast live via streaming services including twitch.tv, azubu.tv, ustream.tv, Facebook and YouTube.~~

~~Real Money Games: Skill or Chance~~EXPERTS

~~So-called real~~The ~~money~~consolidated ~~esports~~financial ~~games~~statements ~~let~~of ~~players~~Mobile Global ~~win~~Esports ~~cash~~Inc. ~~They~~for ~~are~~the ~~either~~years ~~games~~ended ofDecember ~~skill~~31, or2024 ~~games~~and of2023, ~~chance.~~have ~~Skill~~been ~~games~~audited ~~determine~~by ~~the~~Mercurius ~~reward~~& ~~based on~~Associates ~~the~~LLP, ~~player’s~~independent ~~knowledge~~registered public accounting firm, ~~practice~~as set forth in their report thereon appearing in this Registration Statement herein. Such consolidated financial statements are incorporated herein in reliance upon such report, ~~attention~~which ~~and~~includes ~~experience~~an explanatory paragraph on Mobile Global Esports Inc.’s ability Into ~~games~~continue ofas ~~chance~~a going concern, given on the ~~outcome~~authority isof ~~based~~such onfirm ~~luck~~as experts in accounting and auditing.

Cash-based tournaments involving games of skill are not considered gambling in most U.S. states because the generally accepted definition of gambling involves three specific things: (1) the award of a prize, (2) paid-in consideration (meaning entrants pay to compete) and (3) an outcome determined on the basis of chance.

We anticipate that many of our mobile esports games will permit players and teams to play against each other with prize money distributed to the last remaining competitors as cash prices.

This is relevant because online gaming has gained significant scrutiny in India. For instance, games of chance in India are considered gambling and are expressly prohibited. Apps such as Dream11, Mobile Premier League and My11Circle, which are backed by major investors, allow fans to create their own cricket “dream teams” and win cash prizes based on how players do in real matches. Seven Indian states have amended their laws to ban such fantasy sports and other real money games. But the High Court in the Indian state of Rajasthan dismissed a plea to ban Dream11 in October 2020 and ruled that the format of an online fantasy game is a game of mere skill and is protected under the State’s Constitution.

3 https://www.dawn.com/news/1590486.

4 https://www.brighttalk.com/webcast/12339/477571/monetizing-the-esports-boom-how-to-launch-an-esports-platform.

5 https://www.statista.com/statistics/516754/gaming-video-content-viewer-number-global/

We intend to offer users a wide selection of video games of skill to be played online for real money to small groups and in major tournaments. Cash prizes or scholarships may be awarded to universities, university teams or individual players in the formats and platforms we promote and develop for universities. In all cases winning will be based on established multi-player games that are won or lost on the players’ abilities, quick responses, teamwork, experience and playing skills. As a result, we do not believe our mobile esports games will deemed games of chance or constitute gambling in most jurisdictions, under current laws, but laws may change and/or regulatory authorities may disagree with our conclusions. We intend to adhere to the legal guidelines in each jurisdiction where an award of cash prizes or merchandise to winning players is involved.BUSINESS

~~According to~~The ~~SuperData’s~~Company ~~2020~~is ~~Year~~a intechnology ~~Review,~~and ~~the~~intellectual-property-driven gaming ~~mobile~~and ~~esports~~digital ~~market~~entertainment ~~represents~~company andeveloping ~~estimated~~proprietary ~~70%~~platforms ofthat ~~the~~deliver ~~total~~skill-based, ~~esports~~data-supported, ~~market~~and inhighly ~~South~~personalized ~~Asia,~~interactive ~~defined~~experiences. asThe ~~the~~Company’s ~~countries~~focus ofis ~~India,~~on ~~Pakistan,~~creating ~~Sri~~curated ~~Lanka~~engagement products that blend fantasy sports frameworks, ~~Bangladesh~~predictive modeling, ~~Nepal~~gamification mechanics, and ~~Bhutan.~~behavioral ~~South~~personalization ~~Asia~~to ~~offers~~drive anuser ~~addressable~~participation ~~market~~through ofdirect team ownership across underserved anand ~~estimated~~emerging ~~400~~segments ~~million~~of ~~players~~the sports entertainment marketplace.

~~Historically, the region~~MGAM’s ~~poor~~current ~~online~~strategy ~~infrastructure~~emphasizes ~~has~~the ~~made~~development and itcommercialization ~~difficult~~of ~~for~~technology ~~players~~assets, todata-driven ~~gain~~scoring ~~broad~~engines, ~~access~~mobile-first touser ~~the~~interfaces, ~~largest~~and ~~personal~~proprietary ~~computer~~behavioral-~~oriented~~logic ~~esports~~systems ~~platforms,~~designed ~~such~~to assupport ~~LoL~~next-generation ~~(League~~fantasy ~~of Legends), Overwatch and CS:GO (Counter Strike: Global Offensive)~~formats. ~~Now,~~These ~~however,~~products ~~there~~are isintended ~~increasing wide~~to ~~broadband~~offer ~~access~~users ~~and~~deeper ~~lower~~strategic ~~access~~optionality ~~costs,~~ and more weimmersive ~~believe~~experiences ~~esports~~than ~~players~~conventional infantasy ~~South~~sports ~~Asia~~models, ~~have~~which ~~embraced~~often ~~mobile~~rely ~~platforms~~on ~~since~~simplified ~~mobile esports~~scoring ~~already~~systems ~~represents~~and ~~70%~~limited ~~of the total esports market~~personalization.

~~University~~The Company’s flagship product initiative ~~Esports~~is Dominus, a proprietary fantasy simulation and scoring engine initially launched for Major League Baseball applications that allows owners to strategically run franchises under Major League Baseball rules for earnings pools. Dominus takes official MLB stats and real baseball events, assigns a linear weight to each event, then filters them through proprietary algorithms to produce an interactive game box-score performance that determines who wins and loses on that particular day. MGAM is currently adapting the underlying Dominus algorithms and data-processing framework for potential use in additional sports applications, including college and professional football and basketball, with internal expectations to evaluate beta or MVP testing during 2026. There can be no assurance as to the timing, scope, commercial viability, market acceptance, regulatory qualification, or continued development of these additional applications.

~~We believe~~MGAM ~~there~~supports ~~will~~the bepersonalization ~~strong~~components ~~growth~~of its infantasy ~~university~~products ~~esports~~through inPUHZL, the ~~future~~Company’s asproprietary abehavioral ~~trend~~analytics ofand ~~university~~engagement-logic ~~adoption~~engine. ofPUHZL ~~varsity~~is ~~and~~designed to ~~club~~assist ~~esports programs~~with ~~continues.~~personalization, ~~According~~predictive topreference amodeling, ~~report~~user bysegmentation, ~~Stream~~curated ~~Hatchet~~content recommendations, anand ~~esports~~gameplay ~~business~~optimization. PUHZL ~~intelligence~~remains ~~firm,~~in ~~university~~active ~~esports~~development, ~~hours~~and ~~watched in~~the ~~2020~~Company ~~were~~expects anits ~~estimated~~capabilities 1to evolve.5 ~~million~~There ~~hours~~can be no assurance that PUHZL will operate as intended, ~~and~~that ~~this~~data isinputs ~~less~~will ~~than~~prove ~~0.1%~~reliable, ofor ~~the~~that ~~total~~personalization ~~esports~~functions ~~hours~~will ~~watched~~achieve measurable adoption.

~~Three U.S.~~In ~~companies,~~November ~~CEX~~2025, ~~PlayVS~~MGAM ~~and~~completed ~~CSL,~~the ~~have~~acquisition of ~~created~~substantially aall ~~structure~~of ~~for organized university esports in~~ the ~~U.S.~~assets ~~Both~~of ~~university~~RSO, ~~varsity~~a ~~and club~~fantasy ~~teams~~sports ~~compete~~technology asplatform ~~partnered~~that, ~~schools.~~based ~~Also,~~on ~~Riot~~information ~~Games~~provided ~~created~~by the ~~Riot~~seller, ~~Scholastic~~historically supported ~~Association~~more ofthan ~~America~~7,500 toactive ~~manage~~seasonal ~~their~~fantasy ~~own~~participants ~~properties~~ and ~~Gaming~~maintained ~~Community Network (GCN) and Van Wagner (~~an ~~advisory~~email ~~group~~database ~~representing~~exceeding ~~110~~40,000 ~~colleges)~~users, ~~announced~~with ~~in March 2021 national collegiate~~reported ~~esports~~year-over-year ~~tournaments~~retention ~~across~~rates ~~multiple~~above ~~games~~90%. InThe ~~April~~acquisition ~~2021,~~included ~~Collegiate~~platform ~~Sports~~code, ~~Management~~scoring ~~Group~~logic, ~~announced~~user-interface ~~its~~assets, ~~first~~and ~~national collegiate~~associated ~~championship~~intellectual ~~with 48 teams from 40 schools~~property.

~~There are~~While ~~175~~management ~~colleges~~believes ~~and universities in the U.S.~~ that ~~are members of~~ the ~~National~~RSO ~~Association~~user ~~of Collegiate Esports (NACE) with varsity-level~~base ~~esports programs. In the U.K., 14 universities~~ and 7technology ~~colleges~~assets ~~are~~may ~~offering~~complement ~~BTEC esports degree programs, according to~~ the ~~British~~Company’s ~~Esports Association.~~product ~~Globally~~roadmap, ~~The~~there ~~Global~~can ~~Sport~~be ~~Institute~~no atassurance ~~Arizona~~that ~~State~~historical ~~University~~retention ~~estimates~~levels ~~perhaps as many as 200 more universities sponsor~~will ~~varsity esports programs of some kind~~continue, ~~but~~that ~~this~~users ~~underestimates~~will ~~the~~migrate ~~real~~to ~~number~~MGAM-developed ~~since~~products, ~~there~~or ~~are~~that ~~already~~integrating 51RSO ~~Indian~~technologies ~~universities~~will ~~who~~result ~~have committed~~in tocommercial ~~sending teams to SII’s virtual esports events~~benefits.

In addition to potential licensing and fantasy-participation revenues, the Company intends to evaluate advertising-supported and content-monetization channels beginning in 2026, subject to user-traffic scale, third-party distribution arrangements, regulatory considerations, technology execution, and available resources. There can be no assurance that content traffic will develop at commercial levels, that advertisers will participate, or that monetization efforts will generate material revenues.

~~OUR MARKET~~Phased INGo-To-Market ~~INDIA~~Plan

~~India is~~Phase ~~the~~1 ~~largest~~— ~~English-speaking~~Measurement ~~country~~Foundation ~~in the world, Asia’s third largest economy~~ and ~~currently accounts for only 2.7% of global~~ ~~consumption. Growth rate projections for the next 30 years place India as the third~~Participation-~~largest~~Aware economy behind China and the US. In terms of Purchasing Power Parity (PPP), China should overtake the US to become the largest economy, but India is estimated to overtake China by 2050, according to the Indian business magazine, Business Today.Pilots

~~This growth~~In isthe ~~driven~~initial ~~by an increase in disposable income~~phase, ~~changes~~the inCompany’s ~~demographics~~objective is asto ~~cities~~establish ~~attract~~a ~~more~~robust ~~people~~measurement ~~from the rural areas~~ and ~~the~~ ~~rural~~analytics ~~areas~~foundation ~~develop~~while ~~economically,~~validating ~~the~~how ~~entry~~participation-based ~~of foreign investors~~incentives, ~~the~~including ~~liberalization~~Dominus ofToken earning ~~foreign investment policies~~ and ~~the~~usage ~~government’s concerns~~mechanics ~~about~~(once ~~India’s global competitiveness. India offers global investors a rapidly-expanding middle class of enthusiastic consumers~~launched), an ~~improving~~influence ~~infrastructure and a young~~acquisition, ~~well-educated~~engagement, ~~motivated~~and ~~labor force~~conversion.

~~The growth~~During ofthis phase, the ~~digital~~Company ~~infrastructure~~intends ~~has~~to ~~eliminated~~implement systems ~~many~~that ofconnect ~~the~~marketing ~~barriers~~inputs to(such ~~esports~~as ~~participation.~~channel, Itcampaign, isand ~~estimated~~creative) ~~the~~to ~~number~~downstream ofuser ~~smartphone users~~behavior, inincluding ~~India~~gameplay isactivity, content ~~now~~engagement, ~~845~~participation ~~million~~patterns, ~~with the introduction of low~~token-~~cost~~related ~~telephones with many features~~actions, ~~reduced access fees~~ and ~~wider geographic coverage~~monetization. ~~India~~Campaigns ~~surpassed~~will ~~the~~be ~~U.S.~~evaluated innot ~~2019~~solely toon ~~become~~installs or ~~the second-largest smartphone market~~registrations, ~~according~~but toon ~~Statista.~~participation ~~The~~depth, ~~number~~engagement ofpersistence, ~~internet users~~retention, ~~reached~~and ~~565~~cohort-level ~~million in 2020~~performance.

~~The Indian~~Paid ~~esports~~acquisition ~~industry~~pilots iswill ~~fragmented~~test ~~and~~multiple ~~in its early stages of development. Its explosive growth has attracted over 250 game development~~creative ~~companies~~ and ~~created~~messaging ~~competing platforms. The leading platform~~approaches, ~~Nazara,~~including ~~has~~campaigns ~~only~~that aemphasize ~~13.9%~~team ~~share~~ownership, ofcompetition, ~~the~~long-term ~~esports~~participation, ~~company~~and ~~revenues~~ecosystem ~~in FY2019,~~engagement. ~~according~~PUHZL towill ~~Esports~~be inused ~~India’s~~to ~~Market~~analyze ~~Landscape~~which ~~Report~~messages ~~2020,~~attract ~~published~~users bywho ~~Inc42Plus.~~demonstrate ~~The~~sustained ~~Mobile~~involvement ~~Esports~~and ~~Market~~engagement, ininforming ~~India~~future ~~can be~~spend ~~considered~~allocation ~~a potentially large~~ and ascreative ~~yet mostly undeveloped subset of India’s esports Industry~~strategy.

~~There are~~Phase ~~three~~2 ~~types~~— ofScaled ~~esports~~Acquisition, ~~games played in India. The real money games charge entry fees from players and depend on these fees for revenue.~~Behavioral ~~Both Indian-developed games and foreign games are available in this category~~Targeting, and ~~they~~Partner ~~include poker, slots and jackpot games.~~Distribution

~~The second~~In ~~category~~the ~~includes~~second ~~casual~~phase, ~~games~~the ~~which~~Company ~~have~~intends ato ~~wide~~scale acquisition ~~audience~~channels and ~~depend~~distribution onpartnerships ~~advertising~~that ~~revenue.~~demonstrate ~~Again,~~favorable ~~both~~unit ~~Indian-developed games and foreign games are available~~economics, ~~and~~while ~~these~~increasingly ~~games~~leveraging ~~include~~behavioral intelligence ~~Teen~~generated ~~Patti~~by ~~(“Three Cards” in English, a gambling card game) and Minecraft~~PUHZL.

~~The third~~As ~~type~~PUHZL isaccumulates ~~the~~participation ~~organized~~data—including team management behavior, ~~multi-~~player ~~video~~preferences, ~~games~~league ~~that~~activity, ~~may~~content beconsumption, ~~played~~and ~~with~~token ~~teams.~~engagement—the ~~Indian~~Company ~~developers~~expects ~~have~~to refine ~~not~~audience ~~yet~~segmentation ~~contributed~~and ~~any~~targeting ~~esports games in this category~~strategies. ItMarketing isefforts inmay ~~this~~increasingly ~~category~~be ~~that~~based ~~MOGO~~on ~~will~~demonstrated ~~initiate~~behavior ~~operations~~rather bythan inferred ~~organizing~~interests, ~~university~~allowing ~~events~~for tomore berelevant ~~played~~messaging onand ~~mobile cell~~more ~~phones~~efficient spend.

The ~~demographics~~ ofCompany ~~the~~also ~~Indian~~intends ~~university~~to ~~students~~expand ~~(educated,~~distribution through ~~proficient~~licensing inand ~~technology~~white-label partnerships that embed its fantasy and ~~social~~gaming ~~media,~~platforms ~~often~~within ~~middle~~third-party ~~class~~media properties or ~~sufficiently~~community ~~affluent~~ecosystems. toThese ~~afford~~arrangements ~~mobile~~are ~~phones,~~expected ~~data~~to ~~consumption~~reduce ~~charges~~customer ~~and~~acquisition ~~game~~costs ~~subscriptions,~~by ~~and~~leveraging ~~are~~established ~~18-24~~audiences ~~years~~and ~~old)~~to ~~are~~generate ~~an almost-exact profile~~revenue ofthrough ~~the~~licensing ~~primary~~fees, ~~esports~~implementation ~~players~~fees, inand/or ~~other~~revenue-sharing ~~markets~~structures.

Phase 3 — Owned Media, Participation Flywheel, and Monetization Expansion

In the third phase, the Company’s objective is to build a self-reinforcing growth flywheel in which content, participation, tokenized engagement, and personalization compound over time.

The Company plans to expand its owned media ecosystem to include written editorial, video programming, podcasts, and live content. Participation-driven incentives, including the ability to earn or utilize Dominus Tokens through engagement and interaction (once launched), are expected to encourage repeat usage and deeper involvement across the ecosystem.

PUHZL will analyze how users interact with content and gameplay to inform editorial strategy, engagement design, and monetization opportunities. The Company believes this approach enables content to serve as both a marketing channel and a participation engine, improving personalization and advertising relevance.

Paid Media Strategy and ROI Discipline

Paid media will be deployed with an emphasis on behavioral optimization rather than static demographic targeting. The Company intends to evaluate campaigns based on cohort performance, including participation frequency, engagement persistence, token interaction (once applicable), retention, and monetization over time.

The Company plans to institutionalize A/B testing across creative, audience segments, onboarding flows, and lifecycle messaging. PUHZL insights will be used to identify which combinations of channel, message, and participation incentives produce the highest-quality users and the most durable engagement.

Marketing spend will be allocated dynamically based on measured ROI rather than fixed budgets, with ongoing reallocation toward channels and campaigns that demonstrate favorable long-term economics.

~~OUR MARKETING~~Social ~~PLAN~~Media, Influencers, and Participation-Led Communities

The ~~rapid~~ ~~growth~~Company’s ofsocial ~~esports~~media and ~~mobile~~influencer strategy ~~applications~~is indesigned ~~India creates an opportunity for us~~ to ~~launch~~promote ~~and~~participation ~~grow our business. Initially, we plan to license~~ and ~~utilize~~community ~~existing~~formation ~~technology~~rather ~~platforms,~~than ~~thereby~~one-time ~~avoiding~~promotion. ~~the~~Influencers ~~expense~~ and ~~risk~~creators ofmay ~~developing our own technology. Our~~host ~~principal~~leagues, ~~revenue~~create ~~sources~~gameplay-related ~~are expected to include sponsorships~~content, ~~registration fees, advertising~~ and ~~merchandise~~participate ~~that~~directly ~~includes~~in ~~our~~platform ~~trademarks and~~activities, ~~the~~aligning ~~logos~~incentives ~~and other trademarks of university teams that compete on our platforms. (See Material Contracts for a discussion of licensing rights we have obtained~~ with ~~respect~~users tothrough ~~SII’s universities, limitations on those rights, and the division of fees and revenues~~shared ~~under the License Agreement~~engagement.)

~~Our strategy~~PUHZL iswill toevaluate ~~differentiate our Company as~~ the ~~go-to~~behavior ~~platform for university esports enthusiasts~~ and ~~to create exciting events for large~~retention ~~audiences~~of ~~with state~~creator-~~of-the-art~~led ~~video~~cohorts ~~coverage~~relative ~~and~~to ~~interactive~~other ~~options~~acquisition ~~for~~sources, ~~players~~enabling ~~and fans in South Asia and~~ the ~~Indian~~Company ~~diaspora. We also plan~~ to ~~create~~prioritize ~~revenue~~partnerships ~~from~~that ~~project~~drive ~~content,~~sustained ~~merchandising and licensing of brand elements, name and likeness rights and similar~~participation ~~rights.~~over ~~(Merchandising~~short-term ~~rights associated with the SII universities is retained by SII under our License Agreement with SII~~traffic.)

~~The esports~~Licensing, ~~events~~White-Label, ~~include~~and ~~the~~Platform ~~following:~~Distribution

●The ~~Open~~Company ~~tournaments~~intends to ~~create~~pursue ~~awareness;~~licensing and white-label arrangements with media companies, content platforms, and communities seeking to offer fantasy sports or gaming experiences without developing proprietary technology. These arrangements are expected to benefit from the Company’s participation-centric design, token-enabled engagement architecture (once launched), and AI-curated personalization capabilities.

●Such ~~Intra~~partnerships are intended to reduce acquisition costs, accelerate distribution, and generate incremental revenue through licensing fees and revenue-~~university~~sharing ~~tournaments;~~structures.

●Regulated ~~Rivalry~~Gaming ~~inter-university~~Affiliate ~~tournaments;~~Strategy

●Where ~~Conference~~permitted by applicable law and ~~divisional~~regulation, the ~~championship~~Company ~~tournaments;~~intends to evaluate participation as a marketing affiliate for regulated gaming operators. Behavioral insights derived from PUHZL may enable more relevant and compliant affiliate placements by aligning offers with user preferences, content engagement, and participation patterns.

●Affiliate ~~National~~marketing ~~university~~is ~~championships~~expected to serve as a complementary revenue stream and will be structured to comply with applicable advertising, disclosure, and regulatory requirements.

~~We also~~Dominus ~~plan~~Token to— ~~position MOGO as one of the primary channels for game development companies to launch new mobile esports games, with the~~Participation-Backed ~~expectation~~Digital weAsset ~~can~~Framework ~~negotiate sharing arrangements covering new game revenue streams with these companies in exchange for their access to our players.~~

~~We do~~The ~~not~~Dominus ~~currently~~Token ~~conduct~~is ~~any~~a ~~significant~~participation-backed ~~marketing activities. Once we have updated our website and apps, we intend to pursue an affiliate~~digital ~~marketing~~asset ~~program~~currently ~~focused~~in onFramework ~~professional esports teams and individual social media influencers~~Phase. AsSubject ~~part of our efforts~~ to ~~market~~regulatory ~~our mobile~~considerations, ~~esports~~technical ~~platform~~readiness, ~~tournaments,~~ and ~~activities~~strategic priorities, wethe ~~will~~Company ~~attempt~~ plans to ~~enter~~launch ~~into~~the ~~affiliate~~Dominus ~~marketing~~Token ~~agreements~~in ~~with~~a ~~additional~~future ~~university esports teams~~period, ~~professional~~which ~~esports~~it ~~teams~~currently ~~and~~anticipates ~~other~~could ~~influential~~occur ~~individuals~~as ~~and~~early ~~groups~~as ~~within the esports community~~2026.

~~If we~~The ~~contract~~Company ~~with~~intends ~~affiliate~~that ~~marketing~~specific ~~partners,~~user ~~they~~actions and ~~will~~engagement ~~likely~~(“participation”) beacross ~~paid~~its ~~fees~~platforms ~~based~~may oncontribute ~~the~~to ~~net~~token ~~player~~earning, ~~profits~~token ~~that~~utility, ~~the~~and ~~affiliate~~overall ~~partners~~ecosystem ~~generate~~activity ~~through~~once ~~their client base or fan base~~launched, ~~depending~~subject ~~upon~~to ~~the~~applicable ~~system~~terms ~~they~~and ~~employ~~conditions. ~~Instead~~The ofDominus ~~directly~~Token ~~incurring~~is ~~significant~~designed ~~costs related~~ to ~~online advertising, which must~~ be ~~paid~~ecosystem-wide inand ~~advance~~participation-linked, ~~this system allows us to spend fewer resources on advertising directly~~ ~~because~~reflecting ~~our~~user ~~affiliate~~engagement, ~~partners~~contribution, ~~market~~and toactivity ~~their~~rather ~~client~~than orfinancial ~~fan bases for us~~investment.

~~Our first-mover~~Unlike ~~advantages~~a traditional in-app ~~the~~points ~~university~~system, ~~segment~~the Dominus ofToken ~~the~~may ~~esports~~be ~~market~~obtained in ~~India~~more ~~are~~than ~~significant.~~one ~~There~~way, ~~have~~including ~~been~~earning 19through ~~virtual~~participation ~~events~~and, ~~co-branded by~~where ~~MOGO~~permitted and ~~SII~~supported ~~with~~by ~~138~~the ecosystem, ~~Indian~~acquiring ~~university~~tokens ~~teams~~through (purchase or other permitted means, including ~~women’s~~by ~~teams.~~users ~~Some~~who ~~universities~~may ~~have~~not ~~multiple~~actively ~~teams)~~participate in gameplay.

The Dominus Token is not designed or marketed as equity or debt of the Company, does not convey ownership, voting, dividend, or profit rights, and is not intended to represent any claim on the Company’s assets, revenues, or cash flows. The Company makes no representation regarding the future value, liquidity, tradability, or marketability of the Dominus Token, if any. Any token-related mechanics, including earning, utility, redemption, limits, eligibility criteria, or other features, may be modified, restricted, delayed, or discontinued at the Company’s discretion in response to regulatory, operational, security, or strategic considerations.

~~HOW WE~~Integrated ~~WILL~~Growth ~~GENERATE~~System ~~REVENUES~~Summary

The Company’s marketing strategy is designed ~~revenue~~as ~~stream~~an ~~for~~integrated ~~esports~~growth ~~includes~~system ~~naming~~rather ~~and~~than ~~media~~a ~~rights,~~collection ~~in-app~~of ~~purchases~~standalone ~~(including~~acquisition ~~branded~~tactics. ~~merchandise)~~Participation-driven engagement—including team ownership, ~~pay~~long-~~per-download,~~duration ~~subscriptions~~gameplay, in and token-~~app~~enabled ~~advertisements,~~incentives ~~incentive~~(once launched)—generates high-~~based~~quality ~~advertising,~~behavioral ~~event~~data ~~advertising~~that is curated and ~~sponsorships,~~analyzed ~~event~~through ~~admission~~the ~~fees,~~Company’s ~~team~~proprietary ~~entry~~PUHZL ~~fees,~~artificial ~~ticket~~intelligence (“AI”) engine. These insights ~~fees~~are ~~for~~used ~~streamed~~to ~~events~~improve ~~(pay-per-download)~~targeting precision, ~~game~~personalize ~~and~~user ~~hardware~~experiences, ~~manufacturers’~~optimize ~~sponsorship~~creative and ~~revenue~~channel ~~from~~allocation, ~~streaming~~and ~~(advertising, sponsorships~~enhance retention and ~~subscriptions)~~monetization over time.

OfThe ~~these~~Company ~~segments,~~believes ~~media~~this ~~rights~~closed-loop ~~are currently~~approach—where ~~growing~~participation ~~faster~~informs ~~than~~personalization ~~the other segments in the esports market. Sponsorships~~ and ~~advertising~~personalization ~~account~~improves ~~for~~marketing ~~most~~efficiency—has of the ~~traditional~~potential ~~revenues. Manufacturers~~to ofreduce ~~gaming equipment and accessories are usually the largest source of the sponsorship revenue, and sponsorship has been a~~ long-term ~~recurring~~acquisition costs, ~~revenue~~increase ~~stream~~lifetime ~~for many esports companies. Globally~~value, ~~broadcast~~ and ~~streaming~~create ~~revenue~~a isscalable ~~still~~and ~~relatively~~defensible ~~underdeveloped as~~growth ~~broadcasters look for esports content with the widest demographic appeal~~model. ~~ESPN~~However, ~~Disney and ABC are involved in television broadcasts of~~ the ~~esports~~effectiveness ~~events, and Twitch, YouTube and Facebook have become important streaming platforms. Sports Industry~~ of ~~India~~this ~~has~~system ~~streamed esports~~depends ~~events~~ on ~~YouTube and Facebook. In June and September 2021 MOGO-ESI-EUSAI jointly-promoted esports events were streamed live~~ onexecution, ~~ESI’s~~user ~~Facebook channel~~adoption, ~~ESILive~~regulatory considerations, and onbroader ~~the~~market ~~Company’s social media app~~dynamics, ~~ESI~~and ~~Sports.~~there ~~Future revenue from streaming~~ can be ~~generated~~no byassurance ~~naming rights, sponsorships, advertising, app subscriptions and merchandise sales~~ that ~~are~~these ~~coordinated~~objectives will ~~with~~be ~~the events~~achieved.

~~Initially, we~~Clarifying expect to generate revenues from registration fees, admission fees to venues, sponsorships, advertising, license fees for content, and from shared royalties from the sale of MOGO event-specific merchandise. As we build brands, we plan to generate revenue by licensing the use of Brand Elements, name and likeness rights and similar rights in our games and in players.Statement

~~We plan~~References to ~~collect~~the aDominus ~~tournament~~Token ~~fee from each player~~ in ~~our~~this ~~tournaments,~~ Marketing and ~~from~~Growth ~~these~~Strategy ~~funds~~section ~~cash~~reflect ~~prizes~~the ~~will~~Company’s becurrent ~~paid.~~development Weplans ~~will~~and ~~also~~intended ~~pay tournament~~design ~~expenses out of these funds~~ and ~~will~~do ~~collect~~not aimply ~~tournament~~that ~~sponsor’s~~the ~~fee paid to our Company (sponsor’s fees are~~token ~~typically~~is ~~10%~~currently oflive, ~~total~~available, ~~tournament~~or ~~entry~~generating ~~fees)~~economic activity.

~~We intend~~Fantasy toSports offer users a wide selection of video games of skill to be played online for real money to small groups and in major tournaments. The tournament platform will also serve as a tool to help us determine which markets deliver the largest number of esports players. We believe using the tournament platform to penetrate the university market will allow us to grow our brand within the esports community and lead to lower customer-acquisition costs for our expanded social media platforms.Market

~~We envision~~Overview ~~our event participants will be an important part~~ of ~~our~~Fantasy business. MOGO’s gamers will be educated, affluent and dedicated to mastering esports. It is for this reason MOGO believes that gamers are an attractive audience for game development companies that are looking for a large, organized and focused user group to serve as an easily-delivered market for launching new games and revenue-generating game enhancements. Many new games are offered as free-play, and the game development companies earn most of their revenue from additional downloadable content and game upgrades.Sports

~~Management believes~~Fantasy ~~that~~sports ~~MOGO~~are ~~will~~interactive begames ~~able~~in towhich participants ~~promote~~assemble ~~and~~virtual ~~encourage~~rosters ~~game~~of ~~companies~~real-world toathletes ~~introduce~~and ~~games~~earn ~~and~~points ~~enhancements~~based aton ~~MOGO~~athletes’ ~~events~~on-field ~~and~~performance. ~~use~~The ~~the~~category ~~Company’s~~includes ~~built~~season-inlong ~~user~~fantasy ~~group~~(typically ~~both~~spanning asan aentire ~~media~~sports ~~lab~~season) and asdaily afantasy ~~vibrant~~sports ~~market~~(“DFS”) ~~for~~formats ~~new~~(including short-duration ~~products~~contests and ~~enhancements~~peer-to-peer structures). ~~This~~Across ~~may~~sports ~~give~~and ~~MOGO an~~geographies, ~~opportunity~~fantasy tosports ~~share~~are inpositioned ~~some~~at of the ~~game~~intersection of ~~development~~sports ~~company~~fandom, ~~revenue~~mobile asgaming, asocial ~~licensee~~competition, orand ~~collaborator~~data-driven personalization.

~~We also~~Market ~~plan~~Size ~~to expand into new geographic markets as capital is available~~ and ~~opportunities present themselves.~~Growth

The fantasy sports industry has expanded meaningfully over the last decade, supported by rising mobile usage, the availability of real-time sports data, broader distribution of sports media, and the rise of digitally native consumer behavior. Independent market research estimates the global fantasy sports market at approximately $24.9 billion in 2024, with projections to reach roughly $56.4 billion by 2030, representing a projected ~15% CAGR (2025–2030).

In the United States specifically, third-party research estimates the U.S. fantasy sports market generated approximately $8.0 billion in revenue in 2024, with projections reaching roughly $16.2 billion by 2030.

Participation and Engagement

Participation in fantasy sports has become mainstream in North America. The Fantasy Sports & Gaming Association (“FSGA”) publishes industry research indicating that millions of consumers participate in fantasy sports, and it has also highlighted broader cross-participation across fantasy and sports wagering audiences. In July 2025, FSGA-published research reported 84 million adults in the U.S. and Canada participated in “fantasy sports or sports betting” in the past 12 months (up from 81 million in 2024), including 77 million Americans.

Additionally, FSGA industry demographics materials cite 62.5 million fantasy sports players in the U.S. and Canada (2022 estimate). Fantasy Sports & Gaming Association

Engagement characteristics of fantasy sports players can be strong relative to many other consumer entertainment categories, as fantasy games encourage repeated interactions (e.g., lineup changes, waiver moves, trading, and contest participation). FSGA’s July 2025 research highlighted high engagement among next-generation season-long players (ages 13–20), including that 66% update lineups daily and 64% pay league entry fees, with a median annual spend of $100 among those who pay.

~~COMPETITION~~Key Revenue Models

~~Given that~~Fantasy wesports ~~will~~platforms ~~operate~~monetize inthrough ~~the~~a ~~entertainment~~variety of ~~and on-line esports industries~~models, wewhich ~~consider~~may ~~any type of discretionary leisure and entertainment provider to be a competitor with respect to the consumers’ time and disposable income.~~include:

~~The Indian~~● ~~esports~~Contest ~~industry~~entry isfees fragmented and in its early stages of development, but it is becoming increasingly competitive. There are 32 esports companies operating in India. Its explosive growth has attracted over 250 game development companies and created competing platforms. The leading platform, Nazara Technologies, has only a 13.9% share of the esports company revenues in FY2019, but by FY2021, revenues increased 84% to $61 million. In the online esports gaming space, (~~excluding~~including ~~online~~DFS ~~gambling),~~formats ~~our competitors are UCypher, an esports league, Newgen Gaming/Penta Esports, Gaming Monk, WinZO~~ and ~~Gamerji. Gamerji has conducted more than 6,000 esports tournaments, with 150,000 new users per month during the Covid lockdown, according~~ peer-to-peer ~~Inc42, an analytical firm that covers the startup ecosystem in India.~~contests);

~~Krafton, a~~● ~~South~~Subscriptions ~~Korean~~and ~~gaming~~premium ~~company,~~tools ~~launched Battlegrounds Mobile India~~ (~~BGMI)~~advanced ~~in July 2021. Promoted as an exclusive new battle royale game for fans in India~~analytics, itleague ~~is little more than a modified version of PUBG~~services, ~~which had been banned in India a year ago after clashes between Indian~~ and ~~Chinese~~commissioner troops along the common border one year ago. China moved PUBG to a Korean subsidiary to bypass the Indian restrictions, and it has already drawn 34 million players and is the top-ranked free game on the Google Play Store, according to VCCircle.tools);

~~With relatively~~● ~~low~~Advertising ~~barriers~~and tosponsorships ~~entry,~~(including ~~new~~branded ~~competitors~~games, ~~may~~partner ~~easily~~promotions, enter the esports video game tournament segment on which we are focused. The competitors may offer an equivalent or superior product to that of the Company. We expect the number of companies offering products and ~~services in our market segment to increase. Most of our current competitors have far greater resources than we have.~~content);

~~SII, which~~● ~~has~~Merchandise ~~assisted us in our organization~~ and ~~has~~community-driven ~~licensed~~ancillary torevenue us(events, ~~certain commercialization rights associated with approximately 73 universities in India. But under this license of rights~~trophies, ~~SII reserves sole power to interface exclusively with participating universities. SII has also specifically reserved all esports rights associated with India-Pakistan esport games~~ and ~~rivalries.~~related ~~Nothing precludes SII from establishing its own esports business and competing with MOGO~~commerce). ~~It is possible SII could become a significant competitor for us in the mobile esports markets in South Asia in the future.~~

~~Our Competitive~~Structural ~~Strengths.~~Trends Driving Growth

We believe ~~the~~several ~~following~~structural ~~differentiates~~trends uscontinue to ~~from~~expand ~~our~~the ~~competitors~~market opportunity in fantasy sports:

●1) WeProduct ~~are~~innovation ~~focused~~and ~~initially~~game onformat ~~university mobile esports in India, a market segment that has not been previously commercialized~~diversification.

● WeFantasy ~~have~~has ~~obtained~~expanded abeyond ~~license~~classic tosalary-cap ~~certain~~DFS ~~rights~~and traditional season-long leagues into new formats (including pick-based games, peer-to-peer ~~promote~~structures, and ~~commercialize~~shorter-duration ~~university~~competitions). ~~esports~~As ~~programs~~the incategory ~~association~~evolves, ~~with~~platforms ~~approximately~~are 73increasingly ~~leading~~emphasizing ~~universities~~mobile-first inUX, ~~India~~social features, and fast gameplay loops.

●2) WeExpansion ~~have~~of ~~a management team with some experienced in university~~ sports incoverage ~~India. This team introduced~~ and ~~organized~~global ~~the first competitive university esports events in India~~adoption.

●

While the NFL and NBA remain leading drivers of fantasy in the U.S., consumer interest continues to broaden across additional sports and formats, including soccer and other international sports. FSGA research has noted that while the NFL and NBA remain most popular among younger season-long players, sports such as soccer and esports show growing appeal. Fantasy Sports & Gaming Association.

3) Data-driven personalization and retention.

●

Fantasy sports experiences are increasingly shaped by real-time data, predictive insights, and personalization features designed to improve engagement and retention. Platforms compete on tools that help users make decisions, socialize competition, and sustain activity throughout a season.

4) Evolution toward team ownership, long-term roster management, and decision-support systems.

●

Fantasy sports participation continues to shift from short-term contest play toward more profound, ownership-oriented experiences that emphasize multi-season roster construction, player contracts, and persistent team management. These formats increasingly mirror real-world team operations and affiliate league rule structures, including dynasty play, trade markets, and governance frameworks that reward sustained strategic decision-making.

As these experiences grow more complex, platforms are increasingly incorporating data-driven decision-support systems and behavioral analytics to help users evaluate roster moves, manage long-term strategies, and engage more deeply over time.

Competitive Landscape

The fantasy sports category includes both large, diversified operators and fantasy-first challengers. Competition occurs across product features, liquidity/player pools (for contest formats), brand awareness, distribution channels, content ecosystems, and regulatory footprint. The competitive set may include:

Large, diversified fantasy + wagering operators:

●

DraftKings (fantasy roots and DFS offerings alongside sports betting/iGaming)

●

FanDuel (within Flutter Entertainment), including DFS and broader gaming initiatives

Note: These businesses are not “fantasy-only,” but they remain influential competitors due to scale, marketing, and cross-sell ecosystems.

~~TECHNOLOGY AND~~Fantasy-first ~~SERVICES~~and ~~REQUIRED~~DFS-focused private operators:

~~To implement~~● ~~its~~PrizePicks ~~business~~(large ~~plan, MOGO intends to license the rights to one or more established games or esports gaming platforms, social media applications and compression technology~~U. $1S.8 ~~million~~DFS ~~has~~operator; ~~been budgeted for these expenses~~ in ~~the~~September ~~first~~2025, ~~two~~Allwyn ~~years~~announced ofan ~~operations. MOGO~~agreement ~~also intends~~ to ~~enter~~acquire ~~into~~a ~~one~~62% orstake ~~more licensing arrangements to support streaming and other methods~~ for ~~play and exhibition of its games~~$1.6 ~~To date~~billion, ~~MOGO~~with ~~has~~milestones ~~engaged~~implying ~~in preliminary discussions with~~ a ~~range~~higher of potential ~~licensors~~enterprise ~~and licensees and has negotiated preliminary potential terms with certain technology providers~~value). Though the commercial arrangements MOGO seeks are generally available and MOGO believes the proceeds of this Offering will be sufficient for its commencement of commercial services, there can be no assurance as to the financial terms of these arrangements or the aggregate impact on MOGO’s capital requirements, margins or profitability.

~~MOGO’s Plan~~● ~~for~~Underdog ~~the~~(raised ~~Technical~~venture ~~Challenges~~funding inat ~~India~~approximately $1.23 billion valuation in 2025, per reporting) Axios+1

~~To address~~● ~~the~~Sleeper ~~technical~~(a ~~challenges~~mobile-first infantasy ~~India that include poor connectivity and uneven bandwidth and~~ platform ~~performance~~offering ~~for~~season-long ~~esports~~experiences ~~games, MOGO has entered into a software licensing~~ and ~~management~~related ~~agreement with Artemis Avenue~~formats), ~~LLC~~sleeper.com (~~“ART”)~~raised ~~for~~venture ~~its~~funding ~~ZuCasa~~at ~~video platform~~approximately ~~and access to the underlying EVE transcoding process. ART is~~ a ~~Delaware~~400MM ~~company~~dollar ~~with well-established capabilities in developing and delivering video content, social media, e-commerce and online engagement~~valuation).

~~An important~~Season-long ~~component~~incumbents ~~of the agreement is that the ART technical team will function as MOGO’s CTOs. Their experience in entertainment~~ and ~~technology~~major ~~with~~sports ~~companies such as Samsung, SiriusXM, China Telecom, Siemens, Intel and Tata provide MOGO with experience and expertise~~media infantasy ~~a critical area of the Company’s market development. Their biographical data are included in the “Senior Advisors” section.~~products:

~~ZuCasa’s API/SDK~~● ~~suite~~Major ~~includes~~sports ~~the~~media ~~proprietary~~and ~~EVE~~portal ~~transcoding~~platforms ~~software,~~offering ~~which reduces video file size by roughly two~~season-~~thirds,~~long ~~providing~~fantasy ~~MOGO with a distinct market advantage for bandwidth restricted areas,~~ as ~~well~~part ~~as reducing costs significantly for the streaming and storage~~ of ~~its~~broader ~~content. This~~media ~~is a critical factor in India where bandwidth can be insufficient for high-speed video gaming~~ecosystems.

~~The~~We believe competitive differentiation in fantasy ~~EVE~~sports ~~proprietary~~often ~~compression~~depends ~~engine~~on ~~delivers~~(i) aproduct ~~video~~depth ~~stream~~and user experience, (ii) community and social features that issupport ~~equal~~retention, to(iii) ortrust and ~~better~~compliance ~~than~~posture, ~~any~~and ~~commercial~~(iv) ~~streaming~~unique ~~company~~formats ~~while~~that ~~using only~~expand ~~one-half~~TAM tobeyond ~~one-third~~traditional of“core” ~~the~~fantasy ~~bandwidth~~players.

~~For comparison,~~Regulatory aand ~~Netflix~~Operating 1080p stream is between 4-6Mbps, almost double that needed by ZuCasa’s streams. ZuCasa is also codec agnostic,6 therefore, its proprietary encode works on standard or non-standard codec such as AVC (h.264) HEVC (h.265), VP8, VP9 & AVI.Environment

~~The~~Fantasy sports regulation in the United States ~~decode~~remains isstate-by-state ~~based~~and onformat-dependent, ~~standards~~with ~~that~~different ~~avoid~~jurisdictions ~~any~~applying ~~requirements~~different tostandards ~~address~~and ~~adoption~~enforcement priorities. ~~Not~~In recent ~~only~~years, ~~does~~certain ~~the~~DFS ~~compression~~sub-formats ~~ease~~(particularly “against-the-house” ~~server~~pick-~~side~~style ~~demands,~~games) have faced heightened scrutiny in ~~allowing~~some ~~existing~~states, ~~infrastructure~~contributing to ~~carry~~product upadjustments toand, ~~three~~in ~~times~~some ~~the~~cases, ~~amount~~transitions oftoward ~~traffic~~peer-to-peer ~~but~~structures. For example, itpublic ~~does~~reporting and ~~the~~industry ~~same~~coverage onhave ~~the~~described ~~client-side,~~regulatory ~~reducing battery~~developments and ~~bandwidth~~product ~~needs,~~changes ~~and~~affecting ~~this~~pick-style ~~can~~offerings bein acertain ~~game-changer~~jurisdictions, as ~~for~~well ~~players~~as ~~using~~operator ashifts ~~mobile~~toward ~~phone~~peer-to-peer models.

~~ZuCasa’s backend~~Fantasy ~~consists~~Sports ofMarket ~~web-sockets,~~Opportunity user and room services that were tailor-built from the bottom up to serve ZuCasa’s video ecosystem, with the ability to “braid” streams together so additional participants do not increase bandwidth demands, and this represents a significant advantage. On other video platforms, for example, each additional participant adds several Mbps of bandwidth needs, increasing the chance of frozen video or dropped audio with each new stream. The ZuCasa platform streams cap out at about 3-4Mbps, so connectivity will be far stronger, even over cellular networks.Summary

6Based ~~Codec~~on ~~stands~~third-party ~~for~~market ~~“coder/decoder.”~~research, Itfantasy sports is a ~~tool~~large ~~for~~and ~~making~~expanding ~~video~~global ~~files~~category ~~smaller~~with bystrong ~~compressing~~engagement, ~~them~~multiple ~~using~~monetization ~~mathematical~~vectors, ~~algorithms~~and toongoing ~~discard~~format ~~data~~innovation. The ~~that~~combination isof ~~not~~projected ~~important~~industry growth, mainstream participation, mobile-first adoption, and evolving game formats supports a market environment in which platforms can compete by delivering differentiated product experiences, fostering community, and leveraging data-driven personalization.

Skill-Based Competitive Gaming with AI-Enabled Personalization and Predictive Evolution

Overview

Skill-based competitive gaming represents a rapidly expanding segment of the global digital entertainment market. These games are characterized by outcomes that are predominantly determined by players’ skill, strategy, knowledge, and decision-making rather than by chance. Skill-based formats include head-to-head competitions, tournaments, and league-style play across sports, casual, and hybrid entertainment experiences.

We believe skill-based gaming occupies a structurally advantaged position within interactive entertainment due to its alignment with consumer demand for fair competition, mastery, repeat engagement, and social interaction, as well as its ability to operate across a wide range of regulatory frameworks relative to chance-based gaming.

Skill-Based Gaming Market Size and Growth

Independent industry research estimates the global skill-based gaming market at approximately $40–41 billion in 2024, with projections reaching roughly $90–100+ billion by the end of the decade, representing a projected double-digit compound annual growth rate. This growth is supported by the continued expansion of mobile gaming, increasing acceptance of real-money skill competitions, and the globalization of competitive digital entertainment.

The broader global gaming industry was estimated at approximately $298 billion in 2024 and is projected to exceed $500 billion by 2030, with skill-based gaming representing one of the fastest-growing subsegments due to its monetization efficiency and high user retention relative to purely casual games.

~~INTELLECTUAL PROPERTY~~Core Characteristics of Skill-Based Gaming

~~MOGO is~~Skill-based angaming ~~entertainment~~platforms ~~company,~~typically ~~not~~share ~~a technology company, and any technology required to stream, promote and enhance our business will be~~several ~~licensed~~defining ~~or purchased from third parties, at least initially~~characteristics. ~~In the event we develop technology in the future, this technology will be patented.~~

~~The trade~~● ~~secrets,~~Outcome ~~copyrights~~Determination ~~and~~by ~~trademarks of the Company’s business, such as user lists, logos, names of events and other designs and images are or will be registered and defended as appropriate~~Skill. India is a common law country that follows not only the codified law, but also common law principles, and as such provides for infringement as well as passing off actions against violation of trademarks. India also recognizes the concept of a “well-known trademark” and the “principle of trans-border reputation,” so we believe that the legal structure in India will support the Company’s initiatives.

~~RESEARCH AND~~○ ~~DEVELOPMENT~~Player results are driven primarily by knowledge, experience, reaction time, analytical ability, and strategic choices, rather than randomness or chance.

~~MOGO has~~● ~~not~~Repeatable ~~initiated~~Competitive ~~any R&D~~Loops. In the future, there is an opportunity to enhance the players’ personalized game experience through augmented reality (AR) and virtual reality (VR), and we will follow developments in these areas closely. These are areas in which the Company will license the technology, but the MOGO players may provide an attractive media lab for AR and VR development companies. If this is the case, the Company may be able to share the financial benefits.

~~In order~~○ toSkill-based ~~effectively~~games ~~penetrate~~naturally ~~regional markets, we intend to translate our websites and apps into several additional languages (Sinhala and Tamil in Sri Lanka and Nepali, for example) and offer customer service and technical~~ support infrequent ~~the~~repeat ~~local~~play ~~language~~through ~~of key markets~~tournaments, as ~~funds are available to do so. India alone~~ladders, ~~for instance~~leagues, ~~has 22 scheduled languages with official status,~~ and ~~although~~ranking ~~English~~systems ~~is widely~~that ~~spoken,~~reward ~~regional~~mastery ~~languages~~over ~~such as Bengali, Punjabi, Tamil, Telugu and Marathi are widely spoken~~time.

~~The Company~~● isHigh ~~also~~Engagement ~~discussing~~and ~~with ZuCasa its capacity to offer multi-lingual feeds for events~~Retention.

~~EMPLOYEES~~○ Competitive structures encourage deeper engagement, longer user lifespans, and stronger community formation than one-time or purely casual gameplay.

~~As of~~● ~~November~~Monetization ~~30,~~Aligned ~~2021,~~with ~~we did not have any full-time employees, and retained 18 unpaid consultants and contributors on a part-time basis~~Participation. Once sufficient funding is in place, we plan to have 5 salaried employees in finance, control and reporting in the U.S. and 11 in India. The Indian team is planned to grow to 19 as the business develops in the first several years. It is likely that the ramp-up of headcount will accelerate as we focus on gaining market share, cash flow increases, and the dynamics of the esports business continue to change. Key personnel are esports and technology specialists and university relationship managers.

○

Standard revenue models include entry fees, subscriptions, premium features, advertising, sponsorships, and platform fees tied to active participation rather than isolated outcomes.

Competitive Landscape (Skill-Based Focus)

Competition in skill-based gaming spans product quality, competitive integrity, user experience, and the ability to acquire and retain players efficiently. The competitive landscape includes:

Public Skill-Based Gaming Platforms

●

Skillz Inc. (NYSE: SKLZ) — a mobile competition platform enabling real-money skill-based tournaments across multiple game types, demonstrating public-market acceptance of skill-based gaming as a standalone category.

Private and Hybrid Operators

●

Mobile-first competitive platforms offering head-to-head and tournament gameplay across sports-adjacent and casual titles.

●

Fantasy-adjacent platforms emphasize skill, strategy, and player knowledge over chance.

We believe the ability to deliver fair matchmaking, fraud prevention, transparent scoring, and trusted competitive environments is a key differentiator within the skill-based gaming ecosystem.

Role of AI in Skill-Based Gaming

AI is increasingly becoming a foundational technology layer within skill-based gaming platforms. AI enables:

●

Personalized Experiences

○

Dynamic content, contests, and challenges tailored to individual player behavior, skill level, and preferences.

●

Improved Competitive Integrity

○

AI-driven monitoring to detect abnormal play patterns, fraud, or collusion, supporting fair competition.

●

Enhanced Engagement and Retention

○

Intelligent matchmaking, difficulty balancing, and progression systems designed to keep players appropriately challenged and engaged.

●

Data-Driven Game Design

○

Continuous optimization of formats, scoring systems, and user flows based on real-time behavioral data.

~~FACILITIES~~We believe AI-enabled personalization allows skill-based gaming platforms to move beyond static formats toward curated, adaptive competitive experiences that evolve with the user.

~~Our~~Skill-Based ~~corporate~~Gaming ~~offices~~— ~~are~~Market ~~in located in a leased facility in San Clemente~~Size, ~~California~~Participation, ~~where we share office space with SII and do not pay rent. Alternative facilities are readily available~~ ~~at favorable rates. We do not use the facility to house our employees~~ and consultants, as our employees and consultants work remotely. We believe our facilities are sufficient to meet our current needs and that suitable space will be available as and when needed. We do not own any real property.Demographics

AParticipant ~~dedicated~~Base ~~office in India will be opened once sufficient funding is available~~ and ~~the~~User ~~Covid restrictions are lifted.~~Adoption

~~GOVERNMENT~~Third-party ~~REGULATION~~industry research indicates that skill-based competitive gaming attracts hundreds of millions of participants globally, driven primarily by mobile-first platforms that offer head-to-head and tournament-style gameplay. Estimates of global mobile gaming participation exceed 3 billion users, with a substantial and growing subset engaging in competitive, skill-based formats rather than purely casual play.

WeIn ~~are~~the ~~subject~~United toStates, ~~various~~skill-based ~~U.S.~~gaming ~~and foreign laws~~participation ~~and~~is ~~regulations~~estimated ~~that~~at ~~affect~~tens ~~our~~of ~~ability~~millions toof ~~organize~~active ~~and~~users ~~operate~~annually, ~~our~~encompassing ~~planned~~ mobile ~~esports~~skill ~~business.~~games, ~~These~~competitive ~~laws~~sports-adjacent ~~and regulations~~games, ~~particularly~~and structured intournament ~~foreign~~formats. ~~markets,~~Industry ~~are~~analysts ~~often~~consistently ~~subject~~identify toskill-based ~~extensive~~games ~~and~~as ~~evolving~~one ~~regulations~~of ~~that~~the ~~could~~fastest-growing ~~change~~participation ~~based~~segments onin mobile ~~political~~gaming, ~~and~~driven ~~social~~by ~~norms~~low ~~and/or that~~barriers ~~could~~to beentry, ~~interpreted~~short insession ~~ways~~lengths, ~~that~~and ~~could~~repeatable ~~negatively~~competitive ~~impact our business~~loops.

WeDemographic will be subject to existing laws and regulations and likely new laws and regulations that address user privacy, pricing, online content regulation, taxation, information security, and the characteristics and quality of online products and services.Profile

WeSkill-based ~~will~~gaming ~~have~~participation toskews ~~comply with various Indian and~~toward ~~international~~18–44-year-old ~~sales~~consumers, ~~use,~~a ~~occupancy,~~demographic ~~value-added~~cohort ~~and~~that ~~other~~overlaps ~~tax~~significantly ~~laws,~~with ~~rules~~fantasy ~~and~~sports ~~regulations~~players, toesports ~~our~~viewers, ~~services~~ and ~~products,~~digitally native asentertainment inaudiences. ~~place~~Key ~~in each~~demographic ~~jurisdiction,~~characteristics ~~and~~cited asby ~~interpreted~~third-party bygaming ~~the~~and ~~applicable~~mobile ~~taxing~~analytics ~~authorities.~~firms include:

We● ~~will~~Strong ~~have~~adoption toamong ~~comply~~millennial ~~with the Foreign Corrupt Practices Act (the “FCPA”)~~ and ~~other~~Gen ~~anti-corruption~~Z ~~laws~~users, ~~which~~particularly ~~generally prohibit U.S. companies and their intermediaries from making improper payments to foreign officials for the purpose of obtaining or retaining business. Violations of the FCPA and other anti~~mobile-~~corruption~~native ~~laws can result in severe criminal and civil sanctions and other penalties~~consumers.

We● ~~also~~High ~~expect~~participation toacross ~~deal~~both ~~with~~casual ~~significant~~and ~~amounts electronic~~midcore ~~financial~~gaming ~~transactions~~audiences, inwith ~~our~~competitive ~~operations~~formats ~~and~~appealing ~~will be subject~~ to ~~various~~users ~~reporting~~seeking mastery and ~~anti-money laundering regulations~~progression.

We● ~~may~~Broad ~~also~~geographic bereach, ~~subject~~with torobust ~~laws~~adoption ~~and~~in ~~regulations directed~~North ~~toward~~America, ~~the~~Europe, ~~gambling~~and ~~industry~~Asia-Pacific, insupported ~~general~~by ~~and~~smartphone ~~specifically~~penetration toand ~~online~~mobile ~~gambling~~payment infrastructure.

InUnlike ~~order~~traditional togaming ~~establish~~categories ~~and~~that ~~grow~~may rely ~~our~~heavily ~~business~~on younger audiences or single-session play, ~~we will~~skill-based ~~adhere~~gaming toplatforms ~~the~~benefit ~~government~~from ~~laws~~multi-year ~~and~~user ~~regulations~~lifecycles ~~and~~driven by ~~recognized~~competition, ~~licenses~~ranking ~~that~~systems, ~~are~~and ~~required~~social interaction.

~~LEGAL~~Engagement ~~PROCEEDINGS~~and Retention Characteristics

~~The~~Skill-based ~~Company~~gaming isdemonstrates ~~not~~engagement ~~aware of any current material~~metrics ~~legal~~that ~~proceedings~~compare ~~outstanding,~~favorably ~~threatened~~to ormany ~~pending~~other asdigital ofentertainment ~~the~~formats. ~~date~~Competitive ~~hereof~~mechanics ~~by or against the Company.~~encourage:

~~MATERIAL~~● ~~AGREEMENTS~~Frequent repeat play, as users seek to improve performance and rankings.

~~This~~● ~~summary~~Longer issession ~~qualified~~frequency induring ~~its entirety by the terms of the complete agreements described herein~~tournaments, ~~copies of which are attached as exhibits to the Registration Statement of which this prospectus is a part. If there is any inconsistency between this summary and the Agreements~~leagues, ~~the~~or ~~actual executed Agreements will control~~events.

●

Higher retention rates relative to purely casual games due to progression, mastery, and community participation.

Industry research has noted that competitive mobile games often achieve higher retention and lifetime value than non-competitive casual games, meaningfully, as players are incentivized to return regularly to refine skills and participate in structured competitions.

~~The~~Monetization ~~SII-MOGO Founders Agreement~~ and ~~Supplement~~Spend ~~Agreement~~Behavior

~~MOGO~~Skill-based ~~entered~~gaming ~~into~~platforms atypically ~~Founders Agreement (“Founders~~monetize ~~Agreement”)~~through ~~dated~~participation-driven asmodels ofrather ~~July~~than 1,one-time ~~2021 with Sports Industry of India, Inc~~transactions. ~~(“SII”),~~Standard ~~and~~benchmarks acited Supplement to Founders Agreement (“Supplement”) dated as of October 15, 2021 with SII and two subsidiaries of SII, EliteUniversal Sports Alliance India Private Limited, (“EUSAI”) and ESI Sports India Private Limited (“ESI”). (SII, EUSAI and ESA sometimes are collectively referred to as “Licensor.”) The center of the Supplement is a license to MOGO of certain esports rights held by ~~Licensor~~industry ~~that have~~analysts ~~been granted to Licensor or under discussion, by approximately 73 Indian universities. In consideration for such license, gross receipts from such licensed rights will be allocated as follows~~include: after retainment by MOGO (first) of an amount equal to its deductible costs and reimbursement (second) to SII of an amount equal to Licensor’s reimbursable costs, the balance (“Modified Gross”) will be allocated 80% to MOGO and 20% to SII.

~~Set~~● ~~forth~~Entry ~~below~~fees isor atournament ~~summary~~participation offees, ~~certain~~where ~~terms in~~permitted ~~the~~by ~~Founder’s Agreement and Supplement~~law. ~~Capitalized terms below that are not previously defined have the meanings set forth at the end of this summary.~~

~~Pursuant~~● toSubscriptions ~~the~~or ~~Founders~~premium ~~Agreement~~tools, ~~MOGO issued 2,650,000 restricted common shares of MOGO to SII in consideration for the amounts expended by SII to develop and form MOGO,~~ including ~~the~~ ~~expense of certain consulting services as described below~~analytics, ~~the~~progression ~~waivers and license of intellectual property rights contained in the Founders Agreement~~features, ~~the grant of certain first negotiation~~ and ~~refusal~~competitive ~~rights, and the additional price of one dollar~~enhancements.

As● ~~partial~~In-game ~~consideration to MOGO for the issuance of the restricted shares to SII~~purchases, ~~SII~~particularly ~~agreed~~cosmetic ~~to provide consulting services to MOGO from March 11, 2021 through December 31, 2022 (and thereafter until the first to occur of June 30, 2023~~ or ~~the~~progression-related ~~date~~features on which MOGO receives gross proceeds from financings since its formation of at least $5,000,000), with respect to: (i) esports opportunities in the Territory (defined as India, Pakistan, Nepal, Sir Lanka, Bangladesh and Bhutan); (ii) global esports opportunities with universities; (iii) global esports opportunities with the diaspora of individuals born in the Territory and their descendants; (iv) how to organize, manage and promote esports tournaments and other esports events; (iv) sponsorship, production and branding opportunities in the Territory; (v) MOGO’s administrative, corporate and organizational development; (vi) introductions to licensed investment bankers, auditors, counsel and other professionals, including government officials and administrators in the education and sports associations; and (vii) introductions to individuals and companies that ~~could~~do ~~assist~~not ~~MOGO~~undermine toskill ~~implement its business plan~~determination. ~~SII may provide similar services to others.~~

In● ~~addition,~~Advertising ~~provided MOGO complies with the Founders Agreement~~ and ~~secures any necessary financing~~sponsorships, ~~SII~~especially ~~granted~~within ~~the~~high-engagement ~~following~~competitive ~~first negotiation rights to MOGO:~~environments.

1. Until June 30, 2023, in each instance in which SII seeks to organize individual esports games or a discrete esports tournament with universities in the Territory, SII will negotiate first with MOGO to act as SII’s principal licensee, coThird-~~venturer~~party orresearch ~~service~~suggests ~~provider~~that ~~with respect~~skill-based togaming ~~organizing~~users ~~the~~often ~~foregoing,~~demonstrate ~~seeking~~higher ~~sponsors,~~average ~~providing~~revenue ~~all~~per ~~required~~user ~~technology~~(ARPU) and ~~otherwise~~longer ~~licensing~~lifetime ~~and~~value distributing program content created in connection therewith, prior to entering into negotiations with any other MOGO to do the foregoing. This right does not pertain to “Excluded Games,” which are defined as games or tournaments that: (iLTV) ~~would~~compared beto ~~transmitted~~purely orcasual ~~streamed by brand-name networks,~~mobile ~~such as Sony Ten~~gamers, ~~NEO~~due ~~Sports,~~to ~~ESPN,~~repeat ~~DSport,~~participation ~~DDSports, Star Sports, Fox Sports, Netflix, youtube.com, twitch.com or other identifiable linear or streaming networks,~~ and~~/or~~ ~~(ii)~~sustained ~~primarily~~engagement ~~involve~~over ~~competition between Pakistani and Indian teams~~time.

2.Competitive ~~With respect~~Density ~~to a potentially broad, long-term collaboration to develop~~ and ~~monetize~~Network esports involving athletes, universities in the Territory and rights pertaining to esports granted by the Association of Indian Universities (“AIU”) and universities located in India to SII, commencing promptly after MOGO secures financing of at least $3,500,000 and thereafter for a period of at least 90 days, SII and MOGO shall engage in exclusive negotiations with respect to SII selecting MOGO to be its principal licensee, co-venturer or service provider with respect to SII’s monetization of the foregoing rights, provided that if MOGO does not secure financing of at least $3,500,000 by December 31, 2022, SII shall have no further obligation with respect to the foregoing.Effects

Skill-based gaming ecosystems benefit from network effects, as deeper player pools improve matchmaking quality, tournament liquidity, and overall user experience. Platforms with larger and more engaged communities are often able to offer:

●

Faster matchmaking and fairer competition

●

More diverse tournament formats and skill tiers

●

Stronger social and community-driven retention

We believe competitive integrity, transparent scoring, and trusted infrastructure are critical differentiators in sustaining these network effects.

Introduction of Predictive Mechanics as a Skill Expression

As skill-based gaming matures, specific platforms may introduce predictive or event-driven mechanics as an extension of competitive skill expression. In these formats, players apply knowledge, research, and strategic reasoning to forecast outcomes within structured, competitive frameworks.

Importantly, predictive mechanics in this context are viewed as a complement to skill-based gameplay, rather than a replacement. When layered thoughtfully and supported by AI-driven personalization, predictive features can enhance engagement while preserving the foundational emphasis on skill, mastery, and fairness.

Long-Term Evolution Toward Predictive and Event-Driven Gamification

Over time, and subject to regulatory considerations, advances in AI, data availability, and consumer familiarity may enable the expansion of event-driven and predictive gamification models. These formats have the potential to:

●

Increase user engagement through real-world relevance.

●

Support new competitive formats tied to live events.

●

Create deeper personalization through AI-driven insights.

Importantly, we view predictive gamification as a long-term evolution, built on a foundation of skill-based competition, trusted platforms, and responsible design. Any future expansion into predictive formats would be carefully structured, compliant with applicable regulations, and aligned with our core emphasis on skill, transparency, and user trust.

~~With~~Skill-Based ~~respect~~Market toOpportunity any individual game or tournament for which SII and MOGO do not reach an agreement pursuant to MOGO’s first negotiation rights, provided MOGO secures any necessary financing with respect thereto, SII will not accept an offer from a third party to provide the services MOGO offered to provide if the terms thereof are less favorable to SII than MOGO’s last written offer without first giving to MOGO a right of refusal. This refusal right will expire on September 30, 2023, and does not pertain to Excluded Games.Summary

~~The~~Based ~~Founders Agreement imposes certain restrictions~~ on ~~MOGO.~~third-party ~~MOGO~~market ~~may~~research ~~not~~and ~~directly or indirectly engage in communications or other conduct that interferes in the rights of SII or its subsidiaries~~industry ~~under its agreements with AIU or universities in the Territory. In addition~~analysis, ~~until~~we ~~the~~believe ~~second to occur of~~ the ~~completion~~skill-based ofgaming ~~any~~segment ~~games or~~represents ~~tournaments~~a ~~undertaken by MOGO pursuant to the Founders Agreement or December 31~~large, ~~2023~~expanding, ~~MOGO~~and ~~will~~demographically ~~not,~~attractive ~~except~~opportunity ~~on behalf of, at the~~characterized ~~request of, or with the approval of SII~~by: (i) employ or solicit the employment of any person who is then, or has been within six months prior thereto, an employee of, or advisor to, SII or its subsidiaries, or (ii) do any act or thing to cause, bring about, or induce any interference with, disturbance to, or interruption of any of the then-existing relationships of SII or its subsidiaries with any vendor, customer, client, partner, employee, licensee, licensor, consultant or supplier to SII or its subsidiaries.

~~The~~● ~~Founders~~A ~~Agreement~~global ~~contains~~participant abase ~~general~~measured ~~release of~~in ~~claims~~the byhundreds ~~both MOGO and SII~~ of ~~certain specified persons who were involved in business arrangements between MOGO and SII.~~millions

~~The~~● ~~Supplement~~Strong ~~subsequently~~adoption ~~was~~among entered into by MOGO and Licensor in accordance with the grant of first negotiation rights provided in the Founders Agreement. Pursuant to the Supplement, Licensor granted to MOGO, with respect to Participating Universities, to the extent Licensor has or acquires such rights from Participating Universities and/or the AIU, subject to certain exceptions and limitations in the Supplement: (i) during the Term, (A) the exclusive, worldwide right and license to develop, produce, film or otherwise record, produce, finance, manufacture, license, distribute, advertise and promote esports tournaments and games and television (including all forms of technology by which end users can hear audio and/or see visuals with or without a display device) content based on or incorporating MOGO Games and (B) solely with respect to MOGO Products and licensing, distribution, advertising and promotion of MOGO Products, the worldwide non18–44-~~exclusive right to use Team Logos and Name and Likeness rights~~year-old, including the right to provide hosts and commentators with respect thereto; (ii) during and after the Term in perpetuity, the exclusive right to create derivations, compilations remakes, translations and the like with respect to MOGO Content created during the Term; (iii) during and after the Term in perpetuity, the exclusive, worldwide right and license to license, distribute, advertise and promote MOGO Products and to exercise Sponsorship Rights with respect thereto; and (iv) during and after the Term, the nonmobile-~~exclusive right~~native to use Team Logos, Names and Likeness for athletes who participate in the project to promote MOGO merchandise manufactured during the term and solely for corporate activities for which there are is no charge to users, in MOGO corporate websites, social media, investor relations and similar corporate activities of MOGO to promote MOGO. Each initial use of Team Logos and Name and Likeness is subject to Licensor’s approval.consumers

~~MOGO’s~~● ~~rights~~High to use Team Logos and Name and Likeness rights is subject to Licensor having or obtaining the right to grant such rights to MOGO. The rights granted to MOGO do not include competitions between Pakistani teams and Indian teams. Nothing in the Supplement prohibits Licensor from usingengagement, ~~licensing~~repeat ~~or granting online rights~~play, ~~gaming~~and ~~rights~~retention orrelative ~~similar rights pertaining~~ to ~~Esports~~casual Games transmitted or streamed by brand-name networks or virtual play on a live or delayed basis of sports events organized by or for Participating Universities or Licensor with avatars representing the athletes who play in such events.gaming

As● ~~between~~Monetization ~~the~~models ~~parties:~~aligned ~~(i)~~with ~~Licensor~~participation ~~owns all Team Logos~~ and ~~Name~~long-term ~~and~~user Likeness rights; (ii) Licensor owns all rights pertaining to MOGO Content it creates and MOGO Merchandise, subject to MOGO’s ownership of its intellectual property rights used therein; (iii) MOGO owns all technology, templates and creative formats and methods it creates; (iv) subject to Licensor’s ownership of Team Logos and Names and Likeness rights, MOGO owns the intellectual property rights in MOGO Content; and (iii) Licensor reserves all rights to license, manufacture and distribute Merchandise that includes Team Logos and Name and Likeness. MOGO may exercise Sponsorship Rights with respect to MOGO Products. Sponsorship Rights with respect to Merchandise, including MOGO Merchandise, are reserved by Licensor.value

This combination of scale, engagement, and monetization efficiency supports the continued growth of skill-based gaming. It provides a foundation for responsible, AI-enabled expansion into adjacent predictive and event-driven experiences over time.

Digital Gaming and Interactive Entertainment Industry

The Company operates within the global digital gaming and interactive entertainment industry, which encompasses regulated sports betting, internet gaming (“iGaming”), fantasy sports, skill-based gaming, sweepstakes, and social casino models, as well as emerging predictive and event-based formats. These segments collectively represent a growing share of the broader entertainment and media economy, driven by increased mobile penetration, real-time data availability, the adoption of digital payments, and consumer demand for interactive and personalized engagement.

According to industry sources, U.S. commercial gaming revenue reached record levels in 2024, reflecting continued growth across both land-based and digital channels (American Gaming Association (“AGA”), State of the States). Digital formats—including mobile sports betting and iGaming—have been among the fastest-growing categories, supported by regulatory expansion, improved user experience, and integration with media and content ecosystems.

While these markets have demonstrated strong growth, they remain highly competitive and subject to evolving regulatory, technological, and consumer dynamics.

Sports Betting

Sports betting consists of wagers placed on the outcomes of professional and collegiate sporting events through licensed operators. In the United States, sports betting is regulated on a state-by-state basis, with each jurisdiction establishing its own licensing requirements, tax structures, permitted wager types, and consumer protection standards.

Industry data indicates that U.S. sports betting revenue reached record levels in 2024, driven by expanded geographic availability, increased mobile adoption, and growth in in-play and micro-event wagering formats (AGA). Sports betting operators increasingly compete on technology, pricing, data analytics, and customer engagement rather than solely on market access.

Despite its growth, the sports betting industry is subject to ongoing regulatory scrutiny, including potential changes to advertising standards, tax rates, and operational restrictions. In addition, operators face competition from adjacent interactive entertainment formats that emphasize prediction, skill, or social engagement rather than traditional wagering.

~~MOGO~~Internet ~~will~~Gaming ~~pay or retain amounts equal to its gross receipts in the following order on a continuing, cumulative basis:~~(iGaming)

●iGaming ~~First~~refers to casino-style gaming conducted over the internet, ~~MOGO~~including ~~will~~digital ~~retain~~versions ~~all~~of ~~gross~~traditional ~~receipts~~casino ~~until~~games such ~~amount~~as isslots, ~~equal~~table togames, ~~its~~and ~~deductible~~poker. ~~costs~~In ~~(as~~the ~~specified~~United States, iGaming is legal in ~~the~~a ~~Supplement)~~limited number of states and is regulated separately from sports betting.

●According ~~Next~~to AGA data, ~~MOGO~~regulated ~~will~~U.S. ~~pay~~iGaming revenue toincreased ~~SII~~significantly anin ~~amount~~2024, ~~equal~~with togrowth ~~all~~concentrated ~~further~~in ~~gross~~a ~~receipts~~small ~~until~~number ~~such~~of ~~amount~~early-adopter isstates. ~~equal~~Industry toresearch ~~all~~suggests that ofiGaming ~~Licensor’s~~benefits ~~reimbursable~~from ~~costs~~high ~~(as~~user ~~specified~~engagement, inrecurring ~~the~~usage ~~Supplement)~~patterns, and favorable unit economics compared to other digital entertainment formats.

●Future ~~The~~growth ~~balance~~in ~~will~~iGaming beis ~~allocated~~expected ~~80%~~ to ~~MOGO~~depend on legislative expansion into additional states, regulatory and ~~20%~~tax structures, and continued consumer acceptance of digital casino products. There can be no assurance that additional states will legalize iGaming or that regulatory terms will be favorable to ~~SII~~operators.

~~The~~Fantasy ~~amounts~~Sports ~~payable~~and toSkill-Based ~~SII above are referred to as the “Licensor Participation.”~~Gaming

InFantasy ~~addition,~~sports ~~SII~~and ~~agrees~~skill-based togaming ~~pay~~involve contests ~~MOGO~~in awhich ~~Merchandise royalty~~participants ~~equal~~compete tobased ~~one~~on knowledge, strategy, and predictive decision-~~third~~making ~~(1/3)~~rather ofthan ~~Merchandise~~pure ~~Proceeds~~chance. ~~(as~~These ~~defined)~~formats include ~~received~~season-long ~~from~~fantasy ~~sales~~leagues, ofshort-duration ~~MOGO~~contests, ~~Merchandise~~peer-to-peer ~~after~~competitions, aand ~~deduction~~proprietary ofgame ~~specified costs~~structures.

~~Licensor~~In ~~has~~many ~~obligations~~jurisdictions, tofantasy ~~account~~sports ~~to AIU~~ and ~~Participating~~ ~~Universities for a percentage of its profits related to its collaboration with such Participating Universities. If one or~~certain ~~more~~skill-based ofgames ~~AIU~~are ordistinguished ~~Participating Universities become entitled as a result of a judgment, order, award or settlement to a participation computed on a basis that exceeds Licensor’s actual receipts~~ from ~~MOGO~~gambling under ~~the~~applicable ~~Supplement~~law, ~~MOGO~~provided ~~will~~that ~~reimburse~~statutory ~~Licensor~~requirements ~~50%~~related ofto ~~such~~skill ~~amount~~predominance, ~~until~~prize ~~such~~disclosure, ~~reimbursement~~and ~~equals~~contest ~~20%~~design ofare ~~the~~satisfied. ~~Licensor~~However, ~~Participation~~regulatory ~~received~~treatment ~~for~~varies ~~the~~by ~~shorter~~state, ofand ~~the~~legal ~~period~~interpretations ~~of the dispute or the prior three~~continue ~~years~~to evolve.

~~Pursuant~~The tofantasy ~~the~~and ~~Supplement,~~skill-based ~~the~~gaming ~~parties~~market ~~have agreed~~has toexpanded ~~promote~~beyond ~~and~~traditional ~~grow~~sports ~~awareness~~to ofinclude ~~the~~alternative ~~Project~~sports, ~~Team~~entertainment, ~~Logos~~ and ~~participating~~other ~~persons;~~real-world ~~and~~events, toreflecting ~~develop~~consumer ~~and administer scholarship and support~~interest ~~programs~~in ~~for~~interactive ~~the~~formats ~~Participating~~that ~~Universities~~reward and seek proper venues. Licensor will cooperate with MOGO to provide merchandise and Brand Elements for display. MOGO shall pay for the purchase price of such items at a 30% discount to established pricesknowledge, ~~as well as freight and storage thereof. MOGO may sell such Merchandise on site and online and may retain the retailer’s profit for doing so~~engagement, ~~without any obligation to account to Licensor. If Participating Universities do not provide or pay for venues~~ and ~~related~~strategic ~~facilities, the parties will cooperate to identify alternatives~~decision-making.

~~The~~Technology ~~Supplement~~platforms ~~provides~~supporting ~~that,~~these ~~except as otherwise~~formats ~~expressly~~increasingly ~~provided~~rely ~~or authorized by Licensor, Licensor, at Licensor’s expense, will be the sole liaison between MOGO Group and the Project,~~ on ~~the~~data ~~one hand~~analytics, ~~and~~behavioral ~~participating persons and government~~modeling, ~~sports~~ and ~~non-profit~~personalization ~~organizations~~engines ~~pertaining~~ to ~~participating~~enhance ~~persons, including~~engagement ~~AIU~~ and ~~the Sports Authority of India, on the other. As between the parties, Licensor has the lead responsibility for arranging~~retention—capabilities ~~the venues for games and lodging and transportation within the Territory for the participation of participating University athletes in tournaments~~ that ~~occur~~are inbecoming ~~the~~critical ~~Territory~~competitive differentiators.

AtSweepstakes ~~Licensor’s expense, Licensor shall endeavor to increase the number of Participating Universities~~ and toSocial ~~obtain~~Casino the participation of Participating University teams and Athletes in MOGO Games and promotional events arranged by MOGO and to obtain cooperation and support of participating persons with respect to the Project. Licensor is not liable if despite endeavoring to do so, it is unable to do all or any of the foregoing. As between the Parties, Licensor is responsible for arranging lodging and transportation within the Territory for the participation of Athletes from Participating Universities located in the Territory in MOGO Games that occur in the Territory.Models

~~Except~~Sweepstakes asand ~~otherwise~~social ~~provided~~casino inmodels ~~the Supplement,~~typically ~~MOGO~~allow isusers ~~solely~~to ~~responsible~~participate ~~for~~without ~~executing~~making ~~the~~a ~~business~~direct ~~plan,~~monetary ~~including creating~~wager, ~~producing,~~often ~~recording,~~utilizing ~~Licensing~~alternative ~~and~~virtual ~~Distribution~~currencies, ofpromotional ~~MOGO Games~~entries, or ~~MOGO~~free-to-play ~~Content~~mechanics. ~~and~~These ~~for~~models ~~all~~are ~~advertising,~~generally ~~promotion~~designed ~~and~~to ~~other~~operate ~~activities~~within ~~related~~the toframeworks ~~the~~of ~~development,~~state ~~execution,~~and ~~marketing~~federal sweepstakes and ~~success~~promotional oflaws ~~the~~rather ~~Project~~than traditional gambling statutes.

~~For~~According ~~purposes~~to ofadvisory and legal analyses, sweepstakes-based gaming has grown due to greater accessibility and reduced regulatory barriers; however, the ~~Supplement:~~category has also attracted increased scrutiny from regulators and courts (KPMG, Sweepstakes Gaming).

~~“Athlete”~~Regulatory ~~means an~~focus ~~individual~~has ~~who~~increasingly ~~plays~~emphasized ~~Esports~~the economic onsubstance ~~behalf~~ of athese ~~Participating~~models, ~~University~~including ormonetization ~~Participating~~mechanics, ~~University~~prize ~~team~~redemption features, orand ~~who~~the isrelationship between free and paid participation. As a ~~manager~~result, oroperators ~~coach for~~in ~~the~~this ~~foregoing~~category ~~individuals~~face orheightened aregulatory ~~Participating~~and ~~University~~legal ~~team~~uncertainty.

“Esports” means a form of competition using video games.

“Esports Game” means any type of Esports game or similar event, whether physical, virtual or both, that includes players, Team Logos and/or Name and Likeness rights for which AIU or Participating Universities have granted Licenses or other rights to SII Group. Games may include competitive play, demonstration events and other forms of play. Esports Games do not include inter-collegiate play between Pakistani and Indian teams or players representing Participating Universities.

~~“Merchandise” means~~Predictive ~~(i) tangible, intangible~~ and virtual products, goods and services, including products such as clothing, accessories, furniture, games, including online, mobile, social and wagering games of chance, skill or otherwise, and whether digital, virtual reality, board games, toys, dolls, souvenirs, art, or otherwise; social media; sporting equipment and other goods and services; (ii) endorsements of the foregoing or otherwise; and (iii) branding, coEvent-~~branding,~~Based ~~and trademark use related thereto; but (iv) excluding MOGO Games and other live MOGO Esports events that are part of the Project, and MOGO Content.~~Markets

~~“MOGO~~Predictive ~~Content” means~~and ~~any~~event-based ~~live~~market orformats ~~recorded~~allow participants ~~audio,~~to ~~visual,~~express ~~digital,~~views ~~analog,~~on ~~printed~~the orlikelihood ~~other~~of ~~content~~future ~~recorded~~outcomes oracross ~~created by MOGO or Licensor~~sports, ~~or at their direction~~entertainment, ~~that incorporates MOGO Games, Participating Persons, Team Logos and/~~or ~~Name~~real-world ~~and~~events. ~~Likeness~~These ~~for~~models ~~Athletes who participate in the~~may ~~Project,~~resemble financial or ~~otherwise~~commodity-style ~~uses~~contracts ~~rights~~rather ~~licensed~~than totraditional ~~MOGO pursuant to the Supplement. In addition to all other requirements~~wagering, ~~MOGO~~depending ~~Content~~on ~~must pertain~~structure toand ~~the Esports rights licensed pursuant to the Supplement~~execution.

~~“MOGO~~In ~~Game”~~the ~~means an~~United ~~Esports Game undertaken by or on behalf of~~States, orspecific inpredictive ~~cooperation~~markets may ~~with,~~fall ~~MOGO~~under ~~that~~federal ~~includes~~regulatory ~~participating persons~~oversight, ~~Team~~including ~~Logos~~the ~~and/or~~jurisdiction ~~Name and~~of ~~Likeness for Athletes who participate in~~ the ~~Project,~~Commodity orFutures ~~otherwise~~Trading ~~uses~~Commission ~~rights licensed by Licensor or Athletes to MOGO hereunder~~(“CFTC”). ~~MOGO~~Recent ~~Games~~legal ~~may~~and ~~include~~regulatory ~~competitive~~developments ~~play,~~highlight ~~demonstration~~uncertainty ~~events~~regarding ~~and~~the ~~other~~permissibility ~~forms of play~~ and ~~may~~scope ~~include Athletes playing as part~~ of asuch ~~Participating University team~~products, ~~and/or~~particularly ~~individually~~where they ~~representing~~intersect awith ~~Participating~~sports ~~University,~~ or ~~otherwise~~consumer ~~by utilizing rights licensed from a participating person~~entertainment. A MOGO Game may include players who do not represent a Participating University. In addition to all other requirements, a MOGO Game must pertain to the Esports rights licensed pursuant to the Supplement.

~~“MOGO~~The ~~Merchandise” means~~regulatory ~~Merchandise~~framework ~~that~~applicable ~~recognizably~~to ~~includes,~~predictive markets ~~whether~~remains ~~by name~~unsettled, ~~as part of its advertising~~ and~~/or~~ ~~promotion,~~outcomes ormay asdiffer ~~the~~across ~~product,~~federal ~~part of the product, embedded in the product, included in the design elements of the product, endorsing the product, good or service, or otherwise, imagery of MOGO, MOGO Games~~ and~~/or~~ ~~MOGO~~state ~~Content~~authorities. ~~In addition to all other requirements, MOGO Merchandise must pertain to the Esports rights licensed pursuant to the Supplement.~~

~~“MOGO~~Regulatory ~~Product” means any MOGO Game or MOGO Content. MOGO Merchandise is not a MOGO Product.~~Environment

~~“Name~~General ~~and~~Regulatory Likeness” means an Athlete’s name, sobriquet, photographs, caricatures, pseudonyms, actual or simulated likeness, voice, signature, biography and derivations thereof and all logos, trademarks, copyrights, trade names and other intellectual property rights associated with the Athlete’s name, voice, signature, likeness, or any of them.Framework

~~“Participating~~The ~~Person” means a Participating University~~gaming, ~~an Athlete~~betting, and ~~any~~interactive ~~student,~~entertainment industries ~~faculty~~are ~~member,~~subject ~~other~~to ~~employees,~~extensive ~~alumni~~regulation orat ~~fans~~the offederal, astate, ~~Participating~~and, ~~University~~ in ~~that~~some ~~capacity~~cases, ~~rather~~local ~~than~~levels. inRegulatory ~~their~~oversight ~~capacities~~varies asbased on ~~members~~product oftype, ~~the~~jurisdiction, ~~general~~and ~~public~~operational structure.

~~“Participating~~Compliance ~~University” means~~obligations amay ~~college~~include orlicensing ~~university~~and suitability ~~located~~reviews, infinancial ~~the~~reporting, ~~Territory~~data ~~during~~security ~~the~~and ~~period~~privacy ~~that~~requirements, ~~college~~responsible orgaming ~~university~~measures, ~~has~~anti-money anlaundering ~~agreement~~controls, advertising ~~with~~restrictions, ~~Licensor~~and ~~that Licenses~~ongoing orregulatory ~~grants~~audits. Failure to ~~Licensor~~comply ~~rights~~ with ~~respect~~applicable tolaws ~~all~~and orregulations ~~any~~may ofresult ~~Esports,~~in ~~Team Logos~~fines, ~~Name~~license suspension ~~and~~or ~~Likeness~~revocation, ~~rights~~operational restrictions, or ~~Sponsorship~~other ~~Rights~~penalties.

~~“Project”~~State-Based ~~means the~~Regulation ~~Parties’~~of ~~efforts~~Sports ~~pursuant~~Betting ~~to the Supplement relating to MOGO Products~~ and ~~MOGO Merchandise.~~ iGaming

~~“Sponsorship~~In ~~Rights” means~~ the ~~right~~United toStates, ~~seek~~sports betting and ~~secure~~iGaming are ~~revenues~~regulated ~~for~~primarily orat ~~related~~the tostate ~~MOGO~~level. ~~Products~~Each orstate ~~MOGO~~establishes ~~Merchandise~~its ~~from~~own ~~advertisers~~regulatory authority, ~~marketing~~licensing ~~partners~~standards, ~~promotion~~ ~~partners,~~tax ~~cross-promotion partners~~rates, ~~endorsements, Name~~ and ~~Likeness rights, regardless of the format or form in which the foregoing~~operational isrequirements. ~~delivered~~As ~~and~~a ~~whether now know or hereafter devised and regardless of whether the foregoing appears in~~result, ~~adjacent~~there ~~to,~~is orno ~~separate~~uniform ~~from MOGO~~regulatory ~~Products~~framework oracross ~~MOGO Merchandise~~jurisdictions.

~~“Team~~Legislative ~~Logos”~~expansion ~~means the~~into ~~audio~~additional ~~and/or~~states ~~visual~~is subject ~~name(s),~~to ~~web address/URLs~~political, ~~logo(s)~~economic, ~~mascot(s),~~and ~~designs,~~ social ~~media~~considerations. ~~platforms~~There ~~and~~can ~~similar~~be ~~designs~~no ~~and~~assurance ~~elements now~~that ~~known~~additional states will authorize sports betting or ~~hereafter~~iGaming, ~~created~~or ~~associated~~that ~~with~~any asuch ~~Participating~~authorization ~~University~~will ~~and/or~~occur ~~its~~on ~~sport~~terms ~~program~~favorable orto ~~teams~~operators.

~~“Term”~~Fantasy ofSports ~~the Supplement commenced on September 1, 2021~~ and ~~will~~Skill-Based ~~continue~~Gaming until August 31, 2024, provided that: (i) if MOGO does not secure funding of at least $3,500,000 by June 30, 2022, either party may terminate the Term by notice to the other, effective ninety (90) days after the notice; and (ii) if MOGO secures funding of at least $3,500,000 during the Term and prior to date on which either party has sent a termination notice for any reason, then either party may send a notice to the other party, extending the Term to the date five (5) years after MOGO secures such $3,500,000. The Term also may be terminated by mutual agreement of the parties or by either party on prior notice of 30 days if the other party breaches a material provision of the Supplement and fails to cure that breach within 60 days after receipt of a cure notice that describes the breach in reasonable detail.Regulation

~~The~~Fantasy ~~foregoing~~sports ~~description~~and ofskill-based ~~the~~gaming ~~Founders~~are ~~Agreement~~regulated ~~and~~through ~~Supplement~~a ~~does~~combination ~~not~~of ~~purport~~state tostatutes, beattorney ~~complete.~~general ~~For further information~~interpretations, ~~please refer to the copies of the Founders Agreement~~ and ~~Supplement included~~consumer asprotection ~~Exhibits to the registration statement of which this prospectus is a part~~laws. ~~The~~Some ~~representations~~states ~~and~~explicitly ~~warranties contained in~~authorize ~~the~~fantasy ~~Founders~~sports ~~Agreement~~contests, ~~and~~while ~~the~~others ~~Supplement~~rely ~~were~~on ~~made~~interpretations ~~solely for the benefit~~ of ~~the~~existing ~~parties~~gambling ~~to such agreements, and should not be deemed to be a representation, warranty or covenant to you~~statutes.

Regulatory risk includes potential reclassification of products as gambling, changes in statutory definitions of skill versus chance, and evolving compliance requirements. Regulatory treatment may also change as new game formats emerge.

Sweepstakes, Social Casino, and Promotional Law Considerations

Sweepstakes and promotional gaming models are subject to state and federal laws governing contests, promotions, and unfair or deceptive practices. Regulators and courts have increasingly examined whether certain sweepstakes structures effectively function as gambling, notwithstanding their formal design.

This area of regulation is evolving rapidly, and enforcement actions, litigation, or legislative changes could materially impact the viability of specific business models.

~~The~~Federal ~~following~~Oversight ~~table~~and ~~summarizes~~Emerging ~~how~~Regulatory ~~the esports revenue will be split between MOGO and SII:~~Risk

Specific interactive gaming formats, including predictive and event-based markets, may fall under federal oversight depending on product structure. Federal agencies may assert jurisdiction over products that resemble financial instruments, derivatives, or commodities. In addition, federal laws relating to payment processing, data privacy, consumer protection, and advertising may apply across multiple gaming categories.

Regulatory Uncertainty

The regulatory environment applicable to interactive gaming and digital entertainment continues to evolve. Changes in laws, regulations, interpretations, or enforcement priorities could materially affect market conditions, increase compliance costs, restrict product offerings, or limit the Company’s ability to operate in certain jurisdictions.

Description of Property

We maintain our corporate offices at 500 Post Road East, Westport, Connecticut 06880. We currently pay rent of approximately $ 0 a month, and our lease agreement is through 0] for approximately 0 square feet in an office-suite location. We believe our current office space is suitable and adequate for its intended purposes and our near-term expansion plans.

Human Capital/Employees

As of January 15th, 2026, we had 2 full-time employees, including 1 of our executive officers. We currently have 13 key consultants handling important day to day responsibilities from operations, technology/engineering, finance, investor and public relations, and business development. We also intend to engage consultants and contractors to supplement our permanent workforce on an as needed basis. None of our employees are represented by a labor union or covered by collective bargaining agreements, and we have not experienced any work stoppages.

Legal Proceedings

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.

Financial Statements and Schedules

See Consolidated Financial Statements, which appear on page F-1 herein.

All schedules are omitted because they are not applicable or because the required information is contained in the Consolidated Financial Statements or notes included herein

~~Retention~~MANAGEMENT’S ofDISCUSSION ~~Mr.~~AND ~~Butler,~~ANALYSIS ~~Mr. Rennert and Ms. Chang as Consulting~~OF ~~Managing~~FINANCIAL ~~Directors~~CONDITION ofAND ~~Technology~~RESULTS ~~for~~OF ~~MOGO~~OPERATIONS

OnThis ~~October~~Registration 21Statement contains “forward-looking statements.” These statements include, ~~2021~~among other things, ~~MOGO~~statements ~~entered~~regarding ~~into~~expanding aour ~~binding~~business and our liquidity as well ~~agreement~~as other statements regarding our future operations, ~~entitled~~financial ~~Memorandum~~condition ofand ~~Understanding~~prospects, ~~whereby~~and itbusiness ~~retained~~strategies. ~~the~~Forward-looking ~~team~~statements generally ofcan ~~Gregory~~be ~~Butler~~identified by words such as “anticipates,” ~~Anthony~~“believes,” ~~Rennert~~“estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “will be,” “will continue,” “will likely result,” and ~~Martha~~similar ~~Chang~~expressions. ~~(hereinafter~~These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which could cause our actual results to differ materially and adversely from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, our ability to raise capital, regulatory issues which affect our business model, and those discussed under the caption “~~Team~~Risk Factors.”) We asundertake ~~consultants,~~no obligation to ~~act~~revise asor ~~its~~publicly ~~Managing~~release ~~Directors~~the results of ~~Technology~~any ~~for~~revision ~~MOGO~~to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

~~The~~Business Team is charged with advising MOGO on developing, establishing, operating, commercializing, marketing, promoting, and expanding MOGO’s esports business with an aim to commercialize esports tournaments, esports sponsorships, esports advertising revenues, esports merchandise revenues, esports broadcast revenues, esports video revenues, esports game development and marketing and distribution revenues, and all other manner of esports revenue streams for the benefit of MOGO.Overview

~~The~~We ~~tasks~~are ~~and~~a ~~services~~technology toand ~~be accomplished under~~intellectual-property-driven ~~the~~gaming ~~direction~~and ofdigital ~~the~~entertainment ~~CTO~~company ~~Team~~developing ~~include~~proprietary ~~design~~platforms ofthat ~~product~~deliver ~~and services offerings and features~~skill-based, ~~budgets~~data-supported, ~~timelines,~~and ~~real~~highly ~~time assessment~~personalized ofinteractive ~~the~~experiences. ~~marketplace,~~The ~~competition,~~Company’s ~~tech~~focus ~~and~~is ~~user~~on ~~trends~~creating ~~and~~curated ~~direction~~engagement onproducts ~~customer~~that ~~habits~~blend ~~across~~fantasy ~~social~~sports ~~and~~frameworks, ~~gaming media~~predictive modeling, ~~and~~gamification ~~methods~~mechanics, ~~strategies~~ and ~~approaches~~behavioral personalization to ~~capture~~drive ~~and~~user ~~retain~~participation ~~customers~~through ~~and~~direct ~~users~~team ~~and~~ownership ~~new~~across underserved and emerging ~~trends~~segments inof ~~marketing~~the ~~and~~sports ~~closing~~entertainment ~~new customers and users~~marketplace.

~~Initial~~MGAM’s ~~consideration~~current ~~paid~~strategy ~~under~~emphasizes ~~this~~the ~~Agreement~~development ~~consists~~and ofcommercialization ~~the issuance~~ of 1technology assets,~~000,000~~ ~~Warrants~~data-driven toscoring ~~acquire Common stock of MOGO at an exercise price of $1.00 per share~~engines, ~~exercisable~~mobile-first ~~on or~~user ~~before December 15~~interfaces, ~~2026. 250,000 of these warrants have been issued to the Team~~ and ~~declared~~proprietary ~~vested immediately, in exchange for execution~~behavioral-logic ofsystems ~~the~~designed ~~Consulting~~to ~~Agreement~~support ~~and~~next-generation ~~for~~fantasy ~~2021 services rendered~~formats. ~~The~~These ~~balance~~products ofare ~~750,000~~intended ~~warrants~~to ~~are~~offer ~~unvested~~users atdeeper ~~this~~strategic ~~date~~optionality and ~~have provisions~~ ~~making~~more ~~the~~immersive ~~vesting~~experiences ~~contingent~~than onconventional ~~the~~fantasy ~~Team’s~~sports ~~performance~~models, inwhich ~~meeting~~often ~~goals~~rely ~~and~~on ~~milestones~~simplified ~~set~~scoring ~~quarterly~~systems byand ~~MOGO~~limited personalization.

~~Specifically,~~Components ~~MOGO will consult with the Team and reach agreement on Team goals and milestones at the beginning~~ of ~~each~~Consolidated ~~calendar~~Statements ~~quarter for the balance~~ of the quarter, beginning December 1, 2022. Out of the 750,000 unvested warrants, 62,500 warrants will vest at the end of each quarter, beginning with the quarter ending March 31.2022, provided in MOGO’s judgement the Team has made satisfactory progress over the course of the quarter in meeting set goals and milestones. Warrants not vested on their designated end of quarter vesting date expire.Operations

~~MOGO~~Revenue and ~~the~~Cost ~~Team~~of will negotiate a mutually agreeable compensation package as additional compensation in early 2022, based on time, effort and progress. The Team will also be eligible to receive bonuses on business developments deals the Team is instrumental in originating.Revenue

~~Either~~During ~~party~~2025, ~~may~~the ~~terminate~~Company established a beta league for fantasy baseball utilizing its Dominus Sports product, which provides customers the ~~Agreement~~opportunity atto create and own a team with three different tier pricing options. Ownership fees paid provide the customer with ownership rights over a five-year period. Customers also ~~end~~have ofthe ~~any~~ability ~~calendar~~to ~~quarter,~~buy inadditional micro transactions, which ~~event~~provide ~~any~~various ~~unvested~~additional ~~warrants~~rights ~~will~~or ~~expire,~~improvements to their teams. Team ownership fees are generally recognized over the five-year ownership period and ~~outstanding~~micro ~~vested~~transactions ~~warrants~~are ~~will~~generally ~~also~~recognized ~~expire~~as ifrevenue ~~not~~when billed. ~~excised~~As ~~within~~of September 30, ~~days~~2025, ~~after~~the ~~termination~~amount of deferred revenue from ownership fees was approximately $10,000. Revenue and cost of revenue for the ~~Agreement~~three and nine months ended September 30, 2025 from the beta league was immaterial.

~~The~~As ~~Agreement is tied to and automatically terminates upon the termination~~ of aDecember ~~separate agreement with Artemis Ave~~31, ~~LLC~~2023, ~~the~~we ~~team’s~~have ~~separately~~generated ~~owned~~minimal revenue ~~software development~~ and ~~licensing company.~~cost ~~(See~~of ~~below)~~revenue.

~~Licensing~~General ~~Software~~and ~~Agreement~~Administrative ~~with Artemis Avenue, LLC~~Expenses

OnGeneral ~~December~~and ~~13,~~administrative ~~2021,~~expenses ~~MOGO~~consist ~~entered into a software~~principally ~~licensing~~of ~~agreement~~employee ~~with Artemis Ave~~compensation, ~~LLC,~~event amarketing ~~software~~and development ~~and licensing company owned by the Team referenced above. Artemis has developed the software for a live esports platform. The Software Agreement grants to MOGO a non-exclusive~~fees, ~~non-transferable~~insurance ~~license to use the Artemis gaming software. The software agreement calls for a $50~~expense,~~000~~ ~~payment~~public aslisting ~~a security deposit upon beginning use of the software~~fees, and ~~a provision for equal sharing of savings Artemis provides to MOGO as compared to costs charged by~~ other ~~commercially~~professional ~~available~~fees ~~solutions. MOGO will pay all third-party vendors~~ for ~~services provided~~ consulting, ~~such as cloud services~~legal, ~~hosting~~auditing ~~services~~ and ~~software~~tax ~~subscriptions~~services.

Sales and Marketing Expenses

Sales and marketing costs consist principally of expenses associated with Esport events sponsored by the Company.

Impairment Expense

Impairment expense consists of the write-off of property and equipment and the costs of software development projects that have been abandoned.

~~MOGO~~Three ~~Core~~and ~~Platform~~Nine ~~Agreement~~months ~~with~~Ended ~~Artemis~~September 30, 2025 ~~Avenue~~compared with the Three and Nine months Ended September 30, ~~LLC~~2024

InThe afollowing ~~second~~table ~~agreement,~~summarizes ~~entitled~~the ~~Memorandum~~results of ~~Understanding,~~our ~~(the~~operations ~~“Memorandum”),~~for bythe ~~and~~three ~~between MOGO~~ and ~~Artemis~~nine ~~Ave,~~months ~~LLC,~~ended ~~the~~September ~~parties agreed to use Artemis’s services to develop the MOGO Core Platform. These services include ideation~~30, ~~architecture~~2025 and ~~development services~~2024, ~~licensing~~together ofwith ~~Artemis’ platform~~the ~~(see~~changes ~~above~~in ~~agreement),~~those ~~and~~items ~~integration~~in ofdollars ~~third-party software. The Memorandum provides that Artemis will supply integrated use~~and ofas ~~Artemis’ EVE proprietary transcoding via its platform. EVE transcoding is~~ a ~~codec agnostic process that reduces file size by at least 50% with no file degradation.~~percentage:

Artemis will supply in advance for approval to MOGO, its rates for general contracted work and other tasks, and will obtain MOGO’s written approval prior to proceeding. Artemis will also deliver all third-party hardware, technology, software, and licensing which it obtains or negotiates for, for MOGO’s use, at Artemis’s cost and without markup. MOGO agrees to set aside an estimated $1,200,000 from the proceeds of this offering, to be used to fund development services by Artemis and other 3rd party vendors in connection with the development of its business.

	Nine Months			Nine Months									Three Months			Three Months
	Ended			Ended									Ended			Ended
	September 30, 2025			September 30, 2024			Change			% Change			September 30, 2025			September 30, 2024			Change			% Change

Revenue	$	57		$	-		$	57			*		$	57		$	-		$	57			*

Operating expenses:
Research and development expenses		-			-									-			-
General and administrative		1,630,673			1,222,917			407,756			33	%		858,079			404,295			453,784			112	%
Total operating expenses		1,630,673			1,222,917			407,756			33	%		858,079			404,295			453,784			112	%

Loss from operations		(1,630,616	)		(1,222,917	)		(407,699	)		33	%		(858,022	)		(404,295	)		(453,727	)		112	%

Interest income		27			200									-			22
Interest expense		(12,834	)		-									(11,008	)		-
Change in fair value of convertible notes payable		(28,245	)		-									(28,245	)		-
Gain on sale of property and equipment		-			-									-			-
Other income (expense), net		(41,052	)		200			(41,252	)		**			(39,253	)		22			(39,275	)		**
Loss from continuing operations		(1,671,668	)		(1,222,717	)		(448,951	)		37	%		(897,275	)		(404,273	)		(493,002	)		122	%
Income taxes		-			-									-			-

Loss from continuing operations		(1,671,668	)	$	(1,222,717	)								(897,275	)	$	(404,273	)

Discontinued operations (Note 11)

Loss from operations of discontinued MOGO Pvt Ltd		(122,564	)		(496,496	)								(51,197	)		(199,488	)
Gain on classification as held for sale		12,866			-									-			-
Income tax benefit		-			-									-			-
Loss on discontinued operations		(109,698	)		(496,496	)		386,798			-78	%		(51,197	)		(199,488	)		148,291			-74	%
Net loss	$	(1,781,366	)	$	(1,719,213	)	$	(62,153	)		4	%	$	(948,472	)	$	(603,761	)	$	(344,711	)		57	%

~~Employee~~* ~~and~~Not ~~Consulting Agreements~~meaningful

~~The~~** ~~Gregory~~Significantly ~~Butler,~~more ~~Anthony~~than ~~Rennert and Martha Chang Consulting Team: Managing Directors of Technology For MOGO.~~500%

Gregory Butler. Mr. Butler, the CEO of ZuCasa, previously served as the acting CEO of ROWL/ReChain, a company that has three apps covering music, ecards and reminders, serving over 12 million users. Mr. Butler has over 20 years of experience driving strategies and partnerships for engagement and revenue related to content, media and IP and has established partnerships across multiple verticals for new ecommerce initiatives in media and retail. In addition, Mr. Butler has composed music for several TV series and has multiple Grammy nominations. He earned his BS in digital technology (distinction) at the Dublin Institute of Technology and a graduate diploma at the London School of Economics.

Martha Chang. Ms. Chang, the COO of ZuCasa, is a co-founder and managing director of Evemeta, a company that develops image and video compression algorithms, data compression algorithms, image processing algorithms, technology platforms, mobile apps and technology solutions. As an intellectual property owner/film and television producer, Ms. Chang is working with Lionsgate Films to develop franchisable IP such as 3 Ninjas, Barney, the Purple Dinosaur and The Last Unicorn. She has also worked with Disney, Sony, Universal, 20th Century Fox Television and Lionsgate to develop, produce, distribute and market IP in ancillary products such as publishing, video games and merchandising. Ms. Chang earned her BA at the University of California, Berkeley and studied at the University of Paris.

Anthony Rennert. Mr. Rennert, the CTO of ZuCasa, is also the CTO of Evemeta, where he developed IP including compression algorithms for images, video and data, including a process that enabled physicians to compare images automatically and longitudinally from different modalities, image formats and time frames identifying and highlighting changes in images over time. He has also developed an Over the Top (OTT) television offering, online advertising tools including demand side platforms (DSP), supply side platforms (SSP), real time bidding (RTB) and data management platforms (DMP) and numerous mobile apps.

MOGO has entered into the following additional Consulting Agreements:

James Knopf. Mr. Knopf is an entertainment sales executive with over 25 years of experience negotiating and selling large-scale content distribution deals across multiple platforms. On June 1, 2021 the Company entered into a consulting agreement with Mr. Knopf for consulting services to be rendered through May 31, 2024. The Company privately issued to Mr. Knopf 50,000 restricted shares of its common stock, vesting quarterly over three years, for the services to be rendered, and agreed to negotiate a monthly compensation payment for consulting services to be rendered after this offering is closed.

~~MANAGEMENT~~Comparison of the Year Ended December 31, 2024 to the Year Ended December 31, 2023

~~Directors~~The ~~and~~following ~~Executive~~table ~~Officers.~~summarizes the results of our operations:

The following table sets forth the names and ages of all of our directors and executive officers as of November 30, 2021. Our officers are appointed by, and serve at the pleasure of, the Board of Directors.

	2024			2023			$ Change			% Change
Revenue	$	25,409		$	4,962		$	20,447			**
Operating expenses:
General and administrative		2,272,929			4,320,090			(2,047,161	)		(47	)%
Sales and marketing		-			673,068			673,068			*
Impairment expense		79,566			1,817,739			(1,738,173	)		(96	)%
Total costs and expenses		2,352,495			6,810,897			(4,458,402	)		(65	)%
Loss from operations		(2,327,086	)		(6,805,935	)		(4,478,849	)		(66	)%
Interest income (expense), net		(1,209	)		26,679			28,001			**
Net loss	$	(2,328,295	)	$	(6,779,256	)	$	(4,450,961	)		(66	)%

Name	Age		Position
Marco Welch		68	Chairman
David Pross		69	Co-Founder, CEO and Corporate Secretary
Kiki Benson		62	Chief Financial Officer
Jay Madan		56	Director
Jim Knopf		58	Director
Willy Verhaegen		81	Director
Alexander Alexandrov		39	Director

Not meaningful

~~The~~** ~~following~~Change ~~are~~is ~~biographical~~more ~~summaries~~than ~~of those individuals who serve as our executive officers and directors:~~100%

~~Marco~~General ~~Welch, Chairman. Mr. Welch, age 68, has over 30 years of investment banking experience~~ and ~~was~~Administrative the owner of the commodities firm, BD Alpha3 Corp. As a specialist on the Chicago Stock Exchange, he held Series 3, 7 and 63 licenses. In addition, he was CMO for Cabrera Capital, where he marketed a $10 billion bond deal for the State of Illinois. This was the largest bond deal in the state’s history. Previously, he was CMO for Medtech Detect. Mr. Welch was classically trained at The Chicago Conservatory College.Expenses

~~David~~General ~~Pross, Co-Founder, Chief Executive Officer~~ and ~~Company~~administrative ~~Secretary.~~expenses ~~Mr.~~were ~~Pross~~approximately $858,000 ~~age~~for ~~68,~~the isthree anmonths ~~international~~ended ~~business~~September ~~development~~30, ~~specialist~~2025, compared with ~~experience~~$404,000 infor ~~consumer~~the ~~products and~~three ~~media.~~months ~~MOGO~~ended isSeptember ~~his~~30, ~~fourth new business initiative in India~~2024. ~~After~~The ~~earning an MA~~ increase in ~~Near~~general ~~Eastern~~and ~~Studies~~administrative ~~from~~expenses ~~the~~was ~~University~~primarily ofdriven ~~Michigan, he~~by ~~began his career as~~ an ~~assistant~~increase ~~editor for an Arabic-language magazine and then worked as the editor~~ of ~~Middle~~approximately ~~East Business in New York. Then~~$525,000 ~~after earning an MBA~~ in ~~finance/international~~consulting ~~business~~expense atand ~~New York University~~$11, ~~he joined Pepsi-Cola USA, where he held several~~000 ~~positions~~ in ~~the~~travel ~~financial planning groups, including the mergers~~ and ~~acquisitions~~marketing ~~team~~expense. HeThis ~~then~~increase ~~joined~~was ~~Pepsi-Cola~~offset ~~International,~~by ~~where he~~decreases ~~had~~of ~~planning~~$24,000 ~~responsibility~~in ~~for~~legal ~~the~~and ~~Middle~~accounting ~~East~~fees ~~region~~ and ~~India. Following the Indian government’s approval of Pepsi’s investment proposal~~$70,000 ~~he was a manager~~ in ~~Pepsi’s~~board ~~Indian~~fees and ~~joint~~US ~~venture in New Delhi~~payroll.

~~Following~~General ~~his~~and ~~assignment~~administrative inexpenses ~~India,~~were ~~Mr. Pross formed~~approximately ~~his own international business development firm. Clients included Pepsi in Bulgaria~~$1, ~~Romania and Russia~~631,000 ~~Eastman Chemicals~~ for athe ~~project in~~nine ~~Belarus~~months ~~and~~ended ~~Constar~~September ~~for~~30, ~~a packaging project in Brazil. He joined RJ Reynolds International (a division of RJR Nabisco)~~2025, ~~based~~compared inwith ~~Geneva~~$1, as223,000 ~~a director of business development~~ for the ~~Middle~~nine ~~East,~~months ~~Africa~~ended ~~and~~September ~~South~~30, ~~Asia~~2024. HeThe ~~led the company’s market entry initiative for~~increase ~~the~~in ~~Indian~~general ~~market,~~and ~~which~~administrative expenses was ~~the~~primarily ~~last~~driven ~~major consumer market not yet developed~~ by ~~multinational~~an ~~tobacco~~increase ~~companies.~~of ~~After~~approximately ~~the Indian government rejected RJRI’s initial proposal~~$759,000 ~~he was able to gain the first and only new foreign investment~~ in ~~India’s~~consulting ~~tobacco~~expense, ~~industry~~$36,000 in ~~over 80~~ ~~years.~~marketing Heexpense ~~served~~and as$10,000 ~~general manager~~ in ~~India~~travel ~~and was the joint venture’s managing director~~expense. ~~Mr.~~This ~~Pross~~increase ~~also~~was ~~opened~~offset ~~the market in Pakistan for RJR International~~ by ~~creating~~decreases aof ~~joint~~$241,000 ~~venture~~in ~~with~~legal, aaccounting ~~Karachi-based consumer products company~~ and ~~purchasing a manufacturing facility~~professional infees, ~~Mardan~~$162,000 in ~~the~~board ~~North-West~~fees ~~Frontier~~and ~~Province,~~US ~~now~~payroll ~~known~~and as$21,000 ~~Khyber~~in ~~Pakhtunkhwa~~insurance expense.

General and administrative expenses were approximately $2,273,000 for the year ended December 31, 2024, compared to $4,320,000 for the year ended December 31, 2023. The decrease of $2,047,000 was primarily due to a decrease in accounting, consulting, and professional fees totaling $1,001,000, a decrease in US payroll of $901,000, a decrease in travel of $390,000, offset by an increase in legal and board fees of $122,000 and an increase in India expenses of $187,000.

Sales and Marketing Expenses

Sales and marketing expenses were nil for the year ended December 31, 2024 compared to approximately $673,000 for the year ended December 31, 2023. The decrease was primarily related to event sponsorships and social media advertising costs incurred during 2023 that were not incurred in 2024.

Impairment Expense

During 2024 we recorded a write-off of equipment and furniture from our India subsidiary of approximately $80,000 as it was no longer in use and in 2023, we recorded a write-off of the costs of software development projects that we are no longer pursuing, resulting in an impairment charge of approximately $1,818,000.

~~When~~Liquidity ~~he returned to the U.S., Mr. Pross joined a media company, where he had business development~~ and ~~sales~~Capital responsibilities for streaming, online advertising and print products. He joined Sports Industry of India six years ago as vice president, business development, and then as a senior advisor, he developed the company’s financial projections and business plans.Resources

~~Prior~~As toof ~~earning~~September ~~his~~30, MA2025 and ~~MBA~~December ~~degrees~~31, Mr2024, we had cash of approximately $810,000 and $929,000, respectively. ~~Pross~~We have financed our operations through the issuance of common stock ~~earned~~and ~~his~~common BAstock inwith ~~political~~warrants. ~~science/international~~In ~~relations~~July ~~from~~2022, ~~the~~we ~~College~~issued 1,725,000 shares of ~~Wooster~~common stock for total gross proceeds of $6,900,000 through an initial public offering (“IPO”). We received net proceeds after commissions, fees and ~~studied~~expenses atof ~~the~~approximately ~~American~~$5,465,000. In ~~University~~September 2022, we issued 1,886,793 shares of ~~Beirut~~common stock along with 1,886,793 warrants, for total gross proceeds of $5,000,001 through a private equity placement (“PIPE”). We received net proceeds after commissions, fees and expenses of approximately $4,422,000. HeIn ~~has~~2025 ~~lived~~the inCompany ~~Lahore~~issued 500,000 ~~Cairo~~shares of common stock with warrants to purchase up to 500,000 ~~Beirut~~shares of common stock (“2025 Warrants”) at an exercise price of $0.26 per share through a private stock offering. The total purchase price was $0.25 per share and warrant for total gross proceeds of $125,000. ~~New~~In ~~Delhi~~2025, we also issued several note payable agreements totaling $125,000 and ~~Geneva~~issued several convertible promissory notes for total gross proceeds of $551,500.

~~Kiki~~As ~~Benson~~of December 31, ~~Chief~~2024 ~~Financial~~and ~~Officer.~~December ~~Ms.~~31, 2023, ~~Benson~~we had cash and restricted cash of approximately 929,000 ~~age~~and 62$3,175,000, isrespectively. anWe ~~experienced~~have ~~financial~~financed ~~professional~~our operations through the issuance of common stock and common stock with awarrants. ~~diverse~~In ~~background~~July as2022, ~~controller~~we issued 1,725,000 shares of ~~Temenos~~common ~~USA~~stock and 172,500 awarrants ~~bank~~for ~~software~~total gross ~~company~~proceeds of $6, as900,000 through an ~~accountant~~initial ~~with~~public ~~Newgistics,~~offering an(“IPO”). ~~e-commerce~~We ~~development~~received ~~company~~net proceeds after commissions, fees and ~~Nanogen,~~expenses anof ~~advanced~~approximately ~~microelectronics~~$5,465,000,. ~~and~~In ~~molecular~~September ~~biology~~2022, ~~platform company.~~we ~~Ms.~~issued ~~Benson~~1,886,793 ~~was~~shares ~~also~~of acommon ~~division~~stock ~~controller~~along with ~~NEC~~1,886,793 ~~Technologies~~warrants, for atotal ~~provider~~gross proceeds of ~~software-based~~$5,000,001 ~~enterprise~~through ~~telecommunications~~a private equity placement (hereinafter “PIPE”). ~~Ms.~~ ~~Benson~~We ~~earned~~received ~~her~~net BSproceeds ~~and~~after commissions, ~~MBA~~fees ~~(finance/accounting)~~and atexpenses ~~Northern~~of ~~Illinois~~approximately ~~University~~$4,377,000.

~~Jay~~Issuance ~~Madan,~~of ~~Director.~~Common ~~Mr.~~Stock ~~Madan, age 55, is an advisor, board member~~ and ~~operational~~Warrants ~~executive with 30 years combined top-management consulting and C-suite experience~~ in the biotechnology, life sciences and software development industries. Mr. Madan founded Innovate Biopharmaceuticals, Inc. in 2012, where he served as president and chief business officer, took the company public in 2018 (Nasdaq: INNT) and merged it with RDD Pharma in 2020 to create the GI-focused 9 Meters Biopharma, Inc. (Nasdaq: NMTR). He holds a BS in chemical engineering from the University of Mumbai and pursued an MS in chemical engineering from Washington State University.IPO

~~Jim~~During ~~Knopf~~July 2022, ~~Director.~~we ~~Mr.~~issued ~~Knopf~~1,725,000 ~~age~~shares ~~58,~~of iscommon anstock ~~entertainment~~for ~~sales~~total ~~executive~~gross ~~with~~proceeds ~~over 25 years~~ of ~~experience~~$6,900,000 ~~negotiating~~through ~~and~~an ~~selling~~initial ~~large-scale~~public ~~content~~offering ~~distribution deals across multiple platforms~~ (~~TV, digital mobile and OTT~~“IPO”). AsWe areceived ~~sales~~net ~~consultant~~proceeds ~~with Pinstripe Entertainment~~after commissions, ~~Mr.~~fees ~~Knopf was responsible for placing the 2019 NCAA esports championship on ESPN+~~ and ~~ESPN3.~~expenses Asof ~~VP,~~approximately ~~Content Partnership & Entertainment at Viant Technology~~$5, ~~Mr. Knopf’s clients included Sony~~465, ~~Billboard, Dick Clark Productions, Showtime, Starz, Time, Red Bull, Live Nation and ESPN X Games~~000. ~~Mr. Knopf earned his BS in sports management from the University of Massachusetts and completed two semesters of his MBA at the University of Colorado.~~

~~Willy~~As ~~Verhaegen,~~a ~~Director.~~part ~~Mr.~~of ~~Verhaegen,~~this transaction we issued warrants ~~age~~to ~~81,~~the isrepresentative aof ~~financial~~the ~~advisor~~underwriters into ~~Antwerp,~~purchase ~~Belgium.~~a ~~Mr.~~number ~~Verhaegen~~of ~~started~~common ~~his~~shares ~~career~~equal asto a10% ~~private~~of ~~banker~~the ~~and~~total ~~then~~number ~~founded~~of ~~his~~common ~~own~~shares ~~financial~~sold ~~consulting~~by ~~company,~~the W.Company P.in ~~Verhaegen~~the ~~& Associates~~IPO. The ~~company~~representative’s ~~became~~warrants ~~one~~provide offor the ~~leading~~purchase ~~financial~~of ~~consulting~~up ~~firms~~to ~~in Belgium~~172,500 ~~specializing in~~shares ~~niche~~of ~~financial~~common ~~markets~~stock ~~and~~at ~~real~~a ~~estate~~purchase price ~~investments~~of in$6.60 ~~Spain,~~per ~~Switzerland,~~share. ~~the~~The ~~Canary~~representative’s ~~Islands~~warrants, ~~Canada~~if ~~and~~exercised, ~~the~~must ~~United~~be ~~States.~~purchased Hein ~~also founded ROGIB~~cash, ~~which~~are ~~was~~exercisable ~~the~~commencing ~~largest~~six months ~~real~~after ~~estate~~July ~~investment trust in Belgium. Currently~~28, Mr2022. ~~Verhaegen~~and isexpire ~~counsel~~on ~~for~~July ~~several~~28, ~~Belgian and international companies~~2027. HeThere ~~earned~~is ano ~~degree~~assurance inthat ~~finance~~all, ~~and~~or ~~economics~~any ~~from~~of ~~the~~these ~~University~~warrants ofwill ~~Antwerp~~be exercised.

~~Alexander~~Issuance Alexandrov, Director. Mr. Alexandrov, age 39, is a Los-Angeles based director and cinematographer with a global clientele, including Lexus, Harley-Davidson, Ford, Land Rover Toyota, DeLorean, Tiffany, Vogue, Nikon, Sony, Nike SB, Columbia, UniQlo, Marc Jacobs, Alexander McQueen, Smirnoff, Beats By Dre, Amazon, Mercedes-Benz and many others. Several of ~~these~~Common ~~clients~~Stock ~~have focused their campaigns on esports events. Feature films in which Mr. Alexandrov was the director of photography have premiered at TIFF, Tribeca, SXSW~~ and ~~the~~Warrants ~~LA Film Festival. Alexander Alexandrov earned a Bachelor of Science degree~~ in Math and Computer Science Magna Cum Laude in 2003 from Alcorn State University. From 2003 through 2006, he developed a web IT system for Moveable Cubicle, which rented shipping containers and was headquartered in Youngsville, (Raleigh) North Carolina. In November, 2006 Alex founded PeopleJar Inc. PeopleJar Inc. was a start-up software and website development company.PIPE

During September 2022, we issued 1,886,793 units, each consisting of one share of common stock and one warrant for a total of 1,886,793 shares of common stock and 1,886,793 warrants to acquire our common stock in the future for total gross proceeds of $5,000,001 through a private equity placement agreement (“PIPE”). In conjunction with this issuance of common stock, 1,886,793 warrants (“PIPE Warrants”) to purchase common stock were issued to the investors having an exercise price of $2.90 per share and 339,623 warrants (“Placement Agent Warrants”) were issued to the placement agent as a part of their fee, having an exercise price of $2.915 per share. The Company received net proceeds, after commissions, fees and expenses of approximately $4,377,000. Both sets of warrants expire in September 2027 if not exercised. There is no assurance that all, or any of these warrants will be exercised.

Funding Requirements

We believe we may need to raise additional funding to meet our cash, operational and liquidity requirements for at least 12 months after the date of the filing of our quarterly report for the period ended September 30, 2025.

We cannot specify with certainty all of the particular uses for the net proceeds to us from the IPO and the PIPE. Accordingly, our management will have broad discretion in the application of these proceeds.

~~Mobile~~We ~~Global~~intend ~~Esports’~~to use the net proceeds from the IPO ~~SII~~and ~~Counterparts~~the PIPE for operating expenses, marketing, event expenses, streaming, retention of additional staff in India, working capital and general corporate purposes, including perhaps acquisitions of game licenses, technology platform agreements and strategic partnerships. Investors are cautioned, however, that expenditures may vary substantially from these uses. Investors will be relying on the judgment of our management, who will have broad discretion regarding the application of the proceeds of the IPO and the PIPE. The amounts and timing of our actual expenditures will depend upon numerous factors, including the amount of cash generated by our operations and the amount of competition we face and other operational factors. We may find it necessary or advisable to use portions of the proceeds from the IPO and the PIPE for other purposes.

~~The~~Because ~~following~~of the numerous risks and uncertainties associated with establishing a new business in India, we are ~~biographical~~unable ~~summaries~~to estimate the exact amount of ~~additional~~our working capital requirements. ~~individuals~~Our ~~who~~future ~~serve~~funding asrequirements ~~our~~will ~~SII~~depend ~~counterparts~~on inmany ~~India~~factors, including:

~~Sunny~~● ~~Bhandarkar.~~Failure ~~Mr. Bhandarkar, age 28, leads Sports Industry~~ of ~~India’s~~future ~~management~~market ~~team~~acceptance ~~in India. He joined Elite Sports India Pvt. Ltd., a Sports Industry~~ of ~~India~~our ~~subsidiary, in~~mobile ~~2013~~esports ~~after~~products ~~being the first player drafted in the Elite Football League draft in 2012. As an accomplished athlete, Mr. Bhandarkar is the two-time state level boxing champion in the super heavy weight division~~ and has been on the national handball team for 12 years. He played handball professionally in Germany in the Bundesliga with Barmstedter MTV. He earned his BA and MA in commerce/management studies from the University of Mumbai. Mr. Bhandarkar signed 50 of the EUSAI member universities and has secured sponsorship revenue.services;

~~Pranav~~● ~~Prabhu.~~Increased ~~Mr.~~levels ~~Prabhu, age 31, joined Elite Sports India Pvt. Ltd. four years ago as senior business development manager and was promoted to VP operations in 2018. He was promoted to chief operating officer~~ of Sports Industry of India in 2019, where he has operational oversight and budgetary supervision for multiple locations in India. He has developed the quarterly business plans and the sales and marketing strategies. He earned his MPEd from Chandrashekhar Agashe College of Physical Education (CACPE) in Pune, his BPEd from Vidyadhiraja College of Physical Education and Research (VCPER) in Navi Mumbai and his BA from Rizvi College in Mumbai.competition;

~~Board~~● ofChanges ~~Advisors.~~in political, economic or regulatory conditions generally and in the markets in which we operate;

~~The~~● ~~Company~~Our ~~maintains~~ability ~~the current Board of Advisors, whose members do not vote on Company matters, but lend advice~~ to ~~the~~retain ~~Company’s~~and ~~Board~~attract ofsenior ~~Directors~~management and ~~its~~other ~~Executive~~key ~~Officers. Members on its Advisory Board are as follows:~~employees;

~~Kenin~~● M.Our ~~Spivak,~~ability ~~Co-Founder~~to ~~and~~protect ~~Senior~~our ~~Advisor. Mr.~~trade ~~Spivak,~~secrets ~~age~~or ~~64,~~other ~~has~~proprietary ~~closed a broad range of complex transactions and led companies with operations in more than 30 countries~~rights, ~~including serving~~operate aswithout ~~CEO~~infringing ofupon athe ~~NewsCorporation~~proprietary ~~affiliate,~~rights ~~and a wireless technology company, principal operating officer~~ of aothers ~~major studio (MGM/UA),~~ and anprevent ~~officer~~others ~~and~~from ~~director~~infringing ofon ~~Merrill Lynch’s media and entertainment partnerships. He has significant experience in North America, Europe, India, Asia and~~ the ~~Middle~~proprietary ~~East.~~rights ~~Mr. Spivak is founder, chairman and chief executive officer~~ of ~~SMI~~the ~~Group~~Company; ~~LLC, a principal in,~~ and advisor to, cross-border businesses. He also is chairman and chief executive officer of SMI Capital Markets LLC, an SEC-registered, FINRA-licensed U.S. broker-dealer engaged in investment banking activities, and chairman of companies engaged in biofuels, real estate and mineral financing. Mr. Spivak is a shareholder of, and advisor to, a number of companies affiliated with SII. Mr. Spivak received an AB, MBA and law degrees from Columbia University, each with honors. Mr. Spivak is a U.S. citizen.

~~Bill~~● ~~Brown,~~Other ~~Senior Advisor. Mr. Brown is a seasoned corporate executive. His corporate career has spanned a wide range of functional disciplines~~risks, including ~~general~~those ~~management, sales,~~described ~~marketing, and manufacturing operations,~~ in ~~both international and U.S. environments, with major consumer products companies. As president & CEO of Montblanc USA in~~ the ~~1990s,~~“Risk ~~Bill~~Factors” ~~was the architect of that company’s transformation from a purveyor of high-quality writing instruments to a true luxury brand~~discussion. Prior to joining Montblanc in 1990, Bill was vice president of Worldwide Marketing for Gucci Timepieces, and before that he held executive positions at Estee Lauder and Mattel. He is a former chair of the Board of Trustees of the Cornell University Rowing Association and continues to serve on that board as a life member. Bill has also served as a member of Cornell’s Athletic Advisory Council and was a committee chair on the initial Advisory Council for Cornell University’s Center for Entrepreneurship and Personal Enterprise. Mr. Brown holds a BS degree in engineering from Cornell University and an MBA from Cornell’s Johnson Graduate School of Management.

~~Phil~~See ~~Ofili,~~“Risk ~~Advisor.~~Factors” Mr. Ofili comes to the Company from Navigate, where he was the manager of sports and entertainment business development. In this role developed business partnerships with ESPN, Fox Sports, AB-InBev, PepsiCo, the NFL and the NBA. Mr. Ofili earned his BS in management at the U.S. Air Force Academy and his MBA from Arizona State University. He served in the Air Force for ~~five years, including responsibility as a procurement~~additional ~~director~~risks ~~for~~associated ~~Air Force operations in Kabul, Afghanistan. In addition, he has been involved~~ with ~~Special~~our ~~Olympics~~substantial ~~Arizona,~~capital ~~the Fiesta Bowl Committee and Junior Achievement~~requirements.

Cash Flows

The following table summarizes our sources and uses of cash:

	Nine months Ended
	September 30,
	2025			2024
Net cash provided by (used in):
Operating activities	$	(804,288	)	$	(1,750,597	)
Investing activities		(110,000	)		(65,557	)
Financing activities		796,910			(65,040	)
Effect of exchange rate changes on cash		(1,160	)		(2,655	)
Net decrease in cash	$	(118,538	)	$	(1,883,849	)

~~Dr.~~Operating Vir Ji Koul, Advisor. Dr. Koul is the assistant athletic director at Lovely Professional University (LPU), Phagwara, India. LPU is the largest single-campus university in India with 30,000 students and 200 programs. One of Dr. Koul’s students won an Olympic gold medal in track and field and six of his students were on the bronze medal field hockey team in the Tokyo Olympics. Dr. Koul earned his BA in physical education/sports, an MA in physical education/sports management and his PhD in physical education and sports. LPU hosted SII’s first esports championship in 2017.Activities

~~Madhu~~Net V.cash ~~Bhandarkar,~~used ~~Advisor.~~in ~~Dr.~~operating ~~Bhandarkar~~activities decreased isby anapproximately ~~award-winning athlete~~$946,000 ~~coach,~~for ~~sports~~the ~~official~~nine ~~and~~months ~~administrator~~ended ~~who~~September ~~has~~30, ~~led~~2025 ~~teams~~compared inwith ~~junior,~~the ~~university,~~nine ~~state,~~months ~~regional,~~ended ~~national~~September 30, 2024. The decrease ~~Pan-Asian~~was ~~and~~primarily ~~international~~due ~~competition.~~to ~~She~~a ~~earned~~$28,000 ~~her~~increase ~~PhD~~in the change in ~~sports~~fair ~~research~~value ~~and~~of ~~her~~convertible ~~Master’s~~notes ~~degree~~payable; ina ~~physical~~$689,000 ~~education~~increase atin non-cash expenses ~~Nagpur~~for ~~University,~~stock ~~two~~and ~~undergraduate~~warrants ~~degrees~~issued ~~(BA~~for services and ~~BPEd)~~a $335,000 ~~sport~~change ~~certificates~~ in ~~basketball~~operating assets and ~~swimming~~liabilities, aoffset ~~diploma~~by inan ~~handball~~increase ~~from the~~in ~~National~~net ~~Institute~~ loss of ~~Sports~~approximately $62,000 and a ~~certificate~~$55,000 decrease in ~~swimming~~depreciation ~~from~~expense ~~the~~and ~~Sports~~amortization ~~Authority~~of right of ~~India~~use assets.

~~She~~Net ~~earned~~cash ~~the~~used ~~best~~in ~~coach~~operating ~~awards~~activities ~~from~~for ~~the Government~~2024 was approximately $2,107,000 compared to $3,574,000 for 2023. The decrease in cash used in operations of ~~Maharashtra~~approximately $1,467,000 ~~Mumbai~~was primarily ~~Suburban~~due ~~Handball~~to ~~and~~a ~~the~~decrease ~~Sports~~in ~~Authority~~net loss of ~~India.~~approximately ~~Dr.~~$4,451,000 ~~Bhandarkar~~offset ~~has~~by ~~coached~~a ~~sub~~decrease in non-~~juniors,~~cash ~~juniors,~~charges ~~boys~~of impairment expense of approximately $1,738,000, ~~girls~~decrease in write-off of note receivable of $70, ~~men’s~~000, decrease in common stock and ~~women’s~~warrants ~~teams~~issued for services of approximately $406,000, and isa an$776,000 ~~accomplished~~net ~~handball~~decrease ~~coach~~in the change in operating assets and liabilities.

~~Muhammad~~Investing Jamal Qureshi, Advisor. Mr. Qureshi is the CEO and MD of Elite Football League Pakistan Pvt Ltd., a Sports India affiliate. He earned his BA in economics/political science from Peshawar University, a senior diploma and MSc in health and physical education from Gomal University, an MSc in economics from the University of Peshawar and an MBA from Northern University. He has served on the Pakistan Rugby Union’s international tours and as an official of the Union at the Commonwealth Games in India.Activities

~~Executive~~Net ~~Offices~~cash used in investing activities increased by approximately $44,000 for the nine months ended September 30, 2025 compared with the nine months ended September 30, 2024. This increase was primarily due to a $110,000 increase in software costs, offset by a $66,000 decrease in property and equipment purchases.

Net cash used in investing activities for 2024 was approximately $68,000 compared to $650,000 for 2023. The ~~Company’s~~decrease ~~executive~~of ~~offices~~approximately ~~are~~$582,000 ~~located~~was primarily due to a $561,000 decrease atin ~~616~~cash ~~South~~payments Elto ~~Camino~~suppliers ~~Real~~for software, ~~Suite~~a Hdecrease of $70,000 ~~San~~issued ~~Clemente~~for a note receivable, ~~California~~offset ~~92672~~by an increase of $48,000 for payments of property and equipment.

~~Unless~~Financing ~~otherwise stated, the mailbox address for our executive officers and directors is in care of our company, Mobile Global Esports Inc., 427 N. Tatnall Street, Wilmington, DE 19801.~~activities

~~Director~~Net ~~Independence~~cash provided by financing activities increased by approximately $862,000 for the nine months ended September 30, 2025 compared with the nine months ended September 30, 2024. The change was due to an increase of financing raised from the issuance of convertible notes payable, notes payable and common stock with warrants totaling $801,500, a decrease in payments on the note payable of $65,000 and an increase in stock issuance costs of $5,000.

~~The~~Net ~~rules~~cash ofused ~~the~~in ~~Nasdaq Stock~~financing ~~Market,~~activities orfor ~~the Nasdaq Rules, require a majority of a listed company’s board of directors to be composed of independent directors~~2024 ~~within~~was ~~one~~approximately ~~year of listing. In addition~~$65,000 ~~the~~compared ~~Nasdaq Rules require that, subject~~ to ~~specified exceptions~~$161,000 ~~each~~for ~~member of a listed company’s audit, compensation and nominating and governance committees be independent~~2023. Under the Nasdaq Rules, a director will only qualify as an independent director if, in the opinion of our board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The ~~Nasdaq~~change ~~Rules also require that audit committee members satisfy independence criteria set forth in Rule 10A-3 under the Securities Exchange Act~~ of ~~1934,~~approximately ~~as amended~~$96,000 orwas ~~the~~due ~~Exchange Act. In order~~ to ~~be considered independent for purposes of Rule 10A-3,~~ a ~~member~~decrease ~~of an audit committee of a listed company may not, other than~~ in ~~his or her capacity as a member of~~ the ~~audit~~amount ~~committee, the board~~ of ~~directors, or any other board committee, accept, directly or indirectly,~~principal ~~any~~payments ~~consulting,~~on ~~advisory,~~note orpayable ~~other~~in ~~compensatory~~2024 ~~fee~~compared from the listed company or any of its subsidiaries or otherwise be an affiliated person of the listed company or any of its subsidiaries. In considering the independence of compensation committee members, the Nasdaq Rules require that our board of directors must consider additional factors relevant to ~~the duties of a compensation committee member, including the source of any compensation we pay to the director and any affiliations with the Company~~2023.

~~Our~~Contractual ~~board~~Obligations ~~of directors undertook a review of the composition of our board of directors~~ and its committees and the independence of each director. Based upon information requested from and provided by each director concerning his background, employment and affiliations, including family relationships, our board of directors has determined that each of our directors are independent as defined under the Nasdaq Rules.Commitments

~~Committees~~From time to time, we may be involved in various litigation matters, which arise in the ordinary course of business. There is currently no litigation that we believe will have a material impact on the ~~Board~~financial position of ~~Directors~~the Company.

~~Prior~~Critical toAccounting ~~the~~Policies ~~effectiveness of the registration statement of which this prospectus forms a part, our board of directors will establish an audit committee, a compensation committee~~ and ~~a nominating and governance committee. Each of these committees will operate under a charter that will be approved by our board of directors, as set forth below.~~Estimates

~~Audit~~We ~~Committee.~~prepare our consolidated financial statements ~~Our~~in ~~audit~~conformity ~~committee~~with ~~consists~~accounting principles generally accepted in the United States of ~~three~~America ~~independent~~(“US ~~members~~GAAP”). The ~~members~~preparation of these ~~the~~consolidated ~~audit~~financial ~~committee~~statements ~~are~~requires ~~Jay~~the ~~Madan~~use of estimates, ~~Jim~~judgments ~~Knopf~~and assumptions that affect the reported amounts of assets and ~~Willy~~liabilities ~~Verhaegen~~at the date the consolidated financial statements and reported amounts of revenues and expenses during the periods presented. MrActual results could differ from those estimates and assumptions. ~~Verhaegen~~Note is2, Summary of Significant Accounting Policies, to the ~~chairperson~~consolidated financial statements includes a summary of the ~~audit~~significant ~~committee~~accounting policies we used to prepare our consolidated financial statements. We ~~The~~have ~~audit~~discussion ~~committee~~the ~~consists~~selection ~~exclusively~~and disclosure of ~~directors~~our ~~who~~critical ~~are~~accounting ~~financially~~policies ~~literate~~and estimates with our Audit Committee. The following is a review of our most significant policies and estimates.

~~The~~Liquidity ~~audit~~and ~~committee~~Going ~~responsibilities include:~~Concern

●The ~~Overseeing~~Company’s ~~the~~operations ~~compensation~~are ~~and~~subject ~~work~~to certain ofrisks and ~~performance~~uncertainties, byincluding, ~~our~~among ~~independent~~others, ~~auditor~~the Company’s need for additional financing, the ability to attract mobile esports users and ~~any~~viewers ~~other~~to ~~registered~~the ~~public~~Company’s ~~accounting~~offerings, ~~firm~~the ~~performing~~challenges ~~audit~~of establishing a business in India, ~~review~~and orreliance ~~attestation~~on ~~services~~key ~~for~~members of usmanagement.

●The ~~Engaging~~accompanying financial statements have been prepared on the basis that assumes that the Company will continue as a going concern, ~~retaining~~which contemplates the realization of assets and the ~~terminating~~satisfaction ~~our~~of ~~independent~~liabilities ~~auditor~~and commitments in the normal course of business. The Company has a limited operating history, has incurred operating losses to date, and ~~determining~~expects to incur operating losses for the ~~terms~~foreseeable ~~thereof~~future. In addition, the Company has had significant management turnover in the past year and has significantly decreased its operational activity in India, which could negatively impact the Company’s ability to achieve its strategic direction. Furthermore, the Company may be unable to generate significant revenue within the next year or generate sufficient cash flows to continue its operations. The Company has a new Chief Executive Officer and is working with other consultants and its board of directors to operate the Company. Management believes the current team has the necessary experience to achieve its goals.

●The ~~Assessing~~Company ~~the~~has ~~qualifications~~approximately $929,000 ~~performance~~of cash as and ~~independence~~an accumulated deficit of approximately $10,643,000 as of December 31, 2024. Management believes that the ~~independent~~Company ~~auditor~~will need to raise additional capital to continue to operate for the next 12 months from the date of the issuance of the consolidated financial statements. The failure of the Company to raise additional capital and achieve its business objectives could have a material adverse effect on the Company’s results of operations. These conditions, among other factors, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

~~● Evaluating whether the provision of permitted non~~Long-~~audit~~Lived ~~services is compatible with maintaining the auditor’s independence.~~Assets

●The ~~Reviewing~~Company reviews long-lived assets for realizability on an ongoing basis. Changes in depreciation and ~~discussing~~amortization, generally accelerated depreciation and variable amortization, are determined and recorded when estimates of the ~~audit~~remaining ~~results~~useful lives or residual values of long-term assets change. The Company also reviews for impairment when conditions exist that indicate the carrying amount of the assets may not be fully recoverable. In those circumstances, the ~~including~~Company ~~any~~performs ~~comments~~undiscounted operating cash flow analyses to determine if an impairment exists. When testing for asset impairment, the Company groups assets and ~~recommendations~~liabilities at the lowest level for which cash flows are separately identifiable. Any impairment loss is calculated as the excess of the ~~independent~~asset’s ~~auditor~~carrying ~~and~~value over its estimated fair value. Fair value is estimated based on the ~~responses~~discounted cash flows for the asset group over the remaining useful life or based on the expected cash proceeds for the asset less costs of ~~management~~disposal. Any toimpairment ~~such~~losses ~~recommendation~~would be recorded in the consolidated statements of operations. During 2024, the Company recorded an impairment loss of approximately $80,000. During 2023, the Company recorded an impairment loss of approximately $1,818,000.

~~● Reviewing and discussing the annual and quarterly financial statements with management and the independent auditor.~~Revenue

●The ~~Producing~~Company records revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of ASC 606 is that a ~~committee~~company ~~report~~should ~~for~~recognize ~~inclusion~~revenue to depict the transfer of promised goods or services to customers in ~~applicable~~an ~~SEC~~amount ~~filings~~that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:

● ~~Reviewing~~Step 1: Identify the ~~adequacy~~contract ~~and~~with ~~effectiveness~~the ofcustomer ~~internal~~● ~~controls~~Step ~~and~~2: ~~procedures.~~Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the company satisfies a performance obligation

● Establishing procedures regarding the receipt, retention and treatment of complaints received regarding the accounting, internal accounting controls or auditing matters and conducting or authorizing investigations into any matters within the scope of the responsibility of the audit.

● Reviewing transactions with related persons for potential conflict of interest situations.

Compensation Committee. Our compensation committee consists of three independent directors. The members of the compensation committee are Mr. Marco Welch, Mr. Alexandrov and Mr. Verhaegen. Mr. Alexandrov is the chairperson of the compensation committee. The committee has primary responsibility for:

● Reviewing and recommending all elements and amounts of compensation for each executive officer, including any performance goals applicable to those executive officers.

● Reviewing and recommending for approval the adoption, any amendment and termination of all cash and equity-based incentive compensation plans.

● Once required by applicable law, causing to be prepared a committee report for inclusion in applicable SEC filings.

● Approving any employment agreements, severance agreements or change of control agreements that are entered into with the CEO and certain executive officers.

● Reviewing and recommending the level and form of non-employee director compensation and benefits.

Nominating and Governance Committee. The nominating and governance committee consists of three independent directors. The members of the nominating and governance committee are Mr. Marco Welch, Mr. Alwxandrov and Ms. Bhandarkar. Mr. Knopf is the chairperson of the nominating and governance committee. The committee’s responsibilities include:

● Recommending persons for election as directors by the stockholders.

● Recommending persons for appointment ad directors to the extent necessary to fill any vacancies or newly-created directorships.

●In ~~Reviewing~~order ~~annually~~to identify the ~~skills~~performance ~~and~~obligations in ~~characteristics~~a ~~required~~contract ofwith ~~directors~~a ~~and~~customer, ~~each~~the ~~incumbent~~Company ~~director’s~~assesses ~~continued~~the ~~service~~promised ongoods or services in the ~~board~~contract and identifies each distinct promised good or service.

●If ~~Reviewing~~a ~~any~~good ~~stockholder~~or ~~proposals~~service ~~and~~is ~~nominations~~not ~~for~~distinct, ~~directors~~the good or service is combined with other promised goods or services until a bundle of goods or services is identified as distinct.

●The ~~Advising~~transaction price is the ~~board~~amount of ~~directors~~consideration to onwhich ~~the~~an ~~appropriate~~entity ~~structure~~expects ~~and~~to ~~operations~~be ofentitled ~~the~~in ~~board~~exchange ~~and~~for ~~its~~transferring ~~committees~~promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both.

●Variable ~~Reviewing~~consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The Company evaluates any noncash consideration, consideration payable to the customer, potential returns and ~~recommending~~refunds, ~~standing~~and ~~board~~whether ~~committee~~consideration ~~assignments~~contains a significant financing element in determining the transaction price.

●Revenue ~~Developing~~is ~~and~~measured ~~recommending~~based toon ~~the~~consideration ~~board~~specified in ~~Corporate~~a ~~Governance~~contract ~~Guidelines,~~with a ~~Code~~customer. ofThe ~~Business~~Company ~~Conduct~~recognizes ~~and~~revenue ~~Ethics~~when ~~and~~it ~~other~~satisfies ~~corporate~~a ~~governance~~performance ~~policies~~obligation ~~and~~by ~~programs~~transferring ~~and~~control ~~reviewing~~over a ~~such~~service ~~guidelines,~~to ~~code~~its ~~and any other policies and programs at least annually~~customer.

●During ~~Making~~2024, ~~recommendations~~the toCompany ~~the~~received ~~board~~approximately $25,000 asof torevenue ~~determines~~from ofprize ~~director~~money ~~independence~~earned from teams that it sponsored for certain Esports competitions.

●Income ~~Making~~Taxes ~~recommendations to the board regarding corporate governance based upon developments, trends and best practices.~~

The ~~Nominating~~Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. ASC 740 requires a company to use the asset and ~~Governance~~liability method of accounting for income taxes, ~~Committee~~whereby ~~will~~deferred ~~consider~~tax ~~stockholder~~assets ~~recommendations~~are recognized for ~~candidates~~deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the ~~board~~differences between the reported amounts of ~~directors~~assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

~~Our~~Under ~~bylaws~~ASC ~~provide that~~740, in ~~order~~a ~~for~~tax position is recognized as a ~~stockholder’s~~benefit ~~nomination~~only ofif ait ~~candidate~~is ~~for~~“more likely than not” that the ~~board~~tax toposition would be ~~properly~~sustained ~~brought~~in ~~before~~a antax ~~annual~~examination, ~~meeting~~with ofa ~~the~~tax ~~stockholders,~~examination ~~the~~being ~~stockholder’s~~presumed ~~nomination~~to ~~must~~occur. beThe ~~delivered~~amount torecognized is the ~~Secretary~~largest amount of ~~the~~tax ~~Company~~benefit nothat ~~later~~is greater than ~~120~~50% ~~days~~likely ~~prior~~of tobeing realized on examination. For tax positions not meeting the ~~one-year~~“more ~~anniversary~~likely than not” test, no tax benefit is recorded. The Company has ~~date~~no material uncertain tax positions for any of the ~~prior~~reporting ~~year’s~~periods ~~annual meeting~~presented.

Code of Business Conduct and Ethics.

We plan to adopt a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Following this offering, a copy of the code of business conduct and ethics will be made available on the Corporate Governance section of our website, which is located at www.mogoesports.com. If we make any substantive amendments to, or grant any waivers from, the code of business conduct and ethics for any officer or director, we will disclose the nature of such amendment or waiver on our website or in a current report on Form 8-K filed with the SEC.

EXECUTIVE COMPENSATION

The following table shows the compensation awarded to or earned from March 11, 2021, our date of organization, by our executives. We do not have any officers who received compensation. Once the company has raised capital from this offering, the board of directors intends to carry on negotiations with the executive officers to set mutually acceptable salaries and benefit programs, scaled to milestones for performance. The terms for such compensation have not been established at this date.

Name and Principal Position	Year		Salary ($)		All Other Compensation		Total
Marco Welch, Chairman		2021	$	0	$	0	$	0
David Pross, CEO		2021	$	0	$	0	$	0
Kiki Benson, CFO		2021	$	0	$	0	$	0
All Others		2021	$	0	$	0	$	0

PRINCIPAL STOCKHOLDERS

Name and Address of Beneficial Owner	Shares Beneficially Owned Prior to Offering		% Owned Prior to Offering*			% Owned After Offering**
Sports Industry of India, Inc. 616 South El Camino Real, Suite H San Clemente, CA 92672		2,650,000		15.8	%		14.9	%
William Brown 333 D Street Salt Lake City, UT 84103		1,025,000		6.1	%		5.8	%
Kurt & Brenda Warner Revocable Trust 10105 East Via Linda Drive, Suite 103, Box 338 Scottsdale, AZ 85258		1,000,000		5.9	%		5.6	%
Keith Delgreco 23 Albergar San Clemente, CA 92672		1,000,000		5.9	%		5.6	%

* Based on 16,809,800 shares. ** Based on 17,809,800 shares.

~~CERTAIN~~JOBS ~~RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS~~Act

~~Our~~As ~~audit committee~~an ~~charter~~“emerging ~~provides~~growth ~~that~~company” ~~our audit committee will be responsible for reviewing and approving in advance any related-party transaction.~~under ~~This~~the ~~will~~Jumpstart ~~cover,~~Our ~~with~~Business ~~certain~~Startups ~~exceptions~~Act ~~set forth in Item 404~~ of ~~Regulation~~2012, ~~S-K~~as ~~under~~amended (the ~~Securities~~“JOBS Act”), ~~any~~we ~~transaction,~~can ~~arrangement or~~take ~~relationship,~~advantage orof ~~any~~an ~~series~~extended oftransition period ~~similar~~for ~~transactions,~~complying ~~arrangements~~with new or ~~relationships~~revised inaccounting ~~which~~standards. weThis ~~were~~allows oran ~~are~~emerging togrowth becompany ato ~~participant,~~delay ~~where~~ the ~~amount~~adoption ~~involved~~of ~~exceeds~~certain accounting ~~$10,000~~standards ~~and~~until athose ~~related~~standards ~~person~~would ~~had~~otherwise orapply ~~will~~to ~~have~~private acompanies. ~~direct~~We orhave ~~indirect~~irrevocably ~~material~~elected ~~interest,~~to ~~including,~~“opt ~~without limitation,~~out” ~~purchases~~ of ~~goods~~this orprovision ~~services~~and, byas ora ~~from~~result, ~~the~~we ~~related~~will ~~person~~comply orwith ~~entities~~new inor ~~which~~revised ~~the~~accounting ~~related~~standards ~~person~~when ~~has~~they aare ~~material~~required ~~interest,~~to ~~indebtedness, guarantees~~be ofadopted ~~indebtedness~~by ~~and~~public companies ~~employment~~that byare usnot ofemerging agrowth ~~related person~~companies.

~~DESCRIPTION~~Subject OFto ~~CAPITAL~~certain ~~STOCK~~conditions, as an emerging growth company, we rely on certain of these exemptions, including without limitation:

In● ~~this~~reduced ~~offering,~~disclosure weabout ~~are offering a maximum of 1,000,000 shares of~~ our ~~Common~~executive ~~Stock.~~compensation ~~The material terms and provisions of our Common Stock are described here.~~arrangements;

~~Authorized~~● ~~Capital~~no ~~Stock.~~advisory votes on executive compensation or golden parachute arrangements; and

We● ~~are~~exemption ~~currently~~from ~~authorized~~the toauditor ~~issue~~attestation uprequirement toin ~~110,000,000 shares~~the ofassessment ~~capital stock consisting~~ of ~~100,000,000~~our ~~shares~~internal ofcontrol ~~Common~~over ~~Stock,~~financial ~~par value $0~~reporting.0001 per share. As of November 30, 2021, there are 16,809,800 shares of Common Stock outstanding. We are also authorized to issue up to 10,000,000 shares of Preferred Stock. No Preferred Stock has been issued.

~~Common~~We ~~Stock~~may take advantage of these exemptions for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company on the date that is the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of $1.07 billion or more; (ii) the last day of 2027; (iii) the date on which we have issued more than $1.0 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC. We may choose to take advantage of some but not all of these exemptions. Accordingly, the information contained herein may be different from the information you receive from other public companies in which you hold stock.

WeSmaller ~~are~~Reporting authorized to issue 100,000,000 shares of Common Stock. Holders of our Common Stock are each entitled to cast one vote for each share held of record on all matters presented to the shareholders. Cumulative voting is not allowed; hence, the holders of a majority of our outstanding common shares can elect all directors.Company

~~Holders~~As ofa ~~our~~“smaller ~~Common~~reporting ~~Stock~~company,” as ~~are~~defined ~~entitled~~in toRule ~~receive such~~12b-2 ~~dividends~~of the Securities Exchange Act of 1934, as ~~may~~amended be(the ~~declared~~“Exchange byAct”), in addition to providing reduced disclosure about our ~~board~~executive ofcompensation ~~directors~~arrangements ~~out~~and ofbusiness ~~funds~~developments, ~~legally~~among other reduced disclosure requirements available ~~and~~to smaller reporting companies, inwe ~~the~~present ~~event~~only two years of ~~liquidation,~~audited financial statements in addition to ~~share~~any required unaudited ~~pro~~interim ~~rata~~financial instatements ~~any~~with ~~distribution~~correspondingly ofreduced ~~our~~“Management’s ~~assets~~Discussion ~~after~~and ~~payment~~Analysis of ~~liabilities.~~Financial ~~Our~~Condition ~~board~~and Results of ~~directors~~Operations” isdisclosure. ~~not~~Accordingly, ~~obligated~~the toinformation ~~declare~~contained aherein ~~dividend. It~~may isbe ~~not~~different ~~anticipated~~from ~~that~~the ~~dividends~~information ~~will~~you bereceive from ~~paid~~other public companies in ~~the~~which ~~foreseeable~~you ~~future~~hold stock.

~~Holders~~Off-Balance ofSheet our Common Stock do not have preemptive rights to subscribe to additional shares if issued. There is no conversion, redemption, sinking fund or similar provisions regarding the Common Stock. All outstanding shares of Common Stock are fully paid and non-assessable.Arrangements

~~Preferred~~We ~~Stock~~did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.

We are authorized to issue 10,000,000 shares of Preferred Stock. Shares of Preferred Stock may be issued from time to time in one or more series as may be determined by our board of directors. The voting powers and preferences, the relative rights of each such series and the qualifications, limitations and restrictions of each series will be established by the board of directors. Our directors may issue Preferred Stock with multiple votes per share and dividend rights which would have priority over any dividends paid with respect to the holders of our Common Stock. The issuance of Preferred Stock with these rights may make the removal of management difficult even if the removal would be considered beneficial to shareholders generally, and will have the effect of limiting shareholder participation in transactions such as mergers or tender offers if these transactions are not favored by our management. At the effective date of this prospectus, no Preferred Shares have been issued.

~~Warrants.~~MANAGEMENT

WeDirectors ~~have 1,000,000 warrants to purchase our common stock outstanding having an exercise price of $1.00 per share,~~ and ~~exercisable~~Executive on or before December 15, 2026, of which 250,000 warrants are fully vested and 750,000 of these warrants are unvested and contingent on performance by the Butler-Rennert-Chan Team. These warrants were issued to the Butler-Rennert-Chan Team, our Consulting Design Technology Team.Officers

As part of the compensation to Underwriter, we have agreed to issue warrants to the Underwriter at the closing of this offering. Details of these warrants may be found under “Underwriting – Representatives’ Warrants.”

Name	Age	Position
Marco Welch	70	Chairman
Brett Rosin	39	Chief Executive Officer and Director
Mark Keeley	62	Chief Financial Officer
Steven Berman	61	Chief Operating Officer

~~Authorized~~The ~~but~~following ~~Unissued~~are ~~Shares.~~biographical summaries of those individuals who serve as our executive officers and directors:

~~Our~~Marco ~~authorized~~Welch, ~~but~~Chairman. ~~unissued~~Mr. ~~shares~~Welch ofhas ~~Common Stock~~over ~~and~~30 ~~Preferred~~years ~~Stock~~of ~~will~~investment bebanking ~~available~~experience ~~for~~and ~~future~~was ~~issuance~~the ~~without~~owner ~~shareholder~~of ~~approval~~the commodities firm, ~~except~~BD asAlpha3 ~~may~~Corp., bewhere ~~required~~he ~~under~~has ~~the~~served ~~listing~~as ~~rules~~a consultant offor ~~any~~more ~~stock~~than ~~exchange~~the onpast ~~which~~five ~~our~~years. ~~Common~~BD ~~Stock~~Alpha3 Corp is ~~then~~not ~~listed~~currently active. WeAs ~~may~~a ~~use~~specialist ~~additional~~on ~~shares~~the ~~for~~Chicago aStock ~~variety~~Exchange, ofhe ~~corporate~~held ~~purposes~~Series 3, ~~including future~~7 ~~public~~and ~~offerings~~63 tolicenses. ~~raise~~In ~~additional capital~~addition, ~~corporate~~he ~~acquisitions~~was ~~and~~CMO ~~employee~~for ~~benefit~~Cabrera ~~plans.~~Capital, ~~The~~where ~~existence~~he ofmarketed ~~authorized~~a ~~but unissued~~$10 ~~shares~~billion ofbond ~~Common~~deal ~~Stock~~for ~~and~~the ~~Preferred~~State ~~Stock~~of ~~could~~Illinois. This ~~render~~was ~~more~~the ~~difficult~~largest orbond ~~discourage~~deal anin ~~attempt~~the tostate’s ~~obtain~~history. ~~control~~Previously, ofhe uswas byCMO ~~means of~~for aMedtech ~~proxy~~Detect. ~~contest,~~Mr. ~~tender~~Welch ~~offer,~~was ~~merger~~classically ortrained at ~~otherwise~~The Chicago Conservatory College.

~~Limitation~~Brett Rosin. Mr. Rosin is a digital media and sports tech executive with prior experience in audience development, monetization, and product development with an emphasis on ~~Directors~~data-driven results to improve user experiences in the entertainment and fantasy sports industry. Mr. Rosin previously founded and operated Rant Inc., a digital-media network that started with sports content and expanded into a national content distribution across web and social-media channels around 14 different content verticals. His prior responsibilities included corporate and business development and governance, user generation, tech expansions, with and evaluating advertising and e-commerce supported models. Management believes this experience may assist the Company in tech and overall business strategy around product, revenue generation, and user growth, however, there can be no assurance that prior results will be indicative of the Company’s ~~Liability~~future performance.

~~The~~Mark ~~Delaware~~J. ~~Revised~~Keeley, ~~Statutes~~Chief ~~limits~~Financial orOfficer. ~~eliminates~~Mr. ~~the~~Keeley ~~personal~~is ~~liability~~a of40-year ~~directors~~CPA ~~to corporations~~ and ~~their~~experienced ~~stockholders~~financial ~~for~~professional ~~monetary~~with ~~damages~~a ~~for~~diverse ~~breaches~~background ofas ~~directors’~~10-year ~~fiduciary duties~~CFO asof ~~directors.~~multiple ~~Our~~public ~~Amended~~ and ~~Restated Bylaws include provisions that require the company to indemnify our directors or officers~~private ~~against~~entities ~~monetary~~and ~~damages~~former ~~for~~Partner ~~actions~~with ~~taken~~PricewaterhouseCoopers asLLP. ~~a director or officer of our Company~~Mr. WeKeeley ~~are~~earned ~~also~~his ~~expressly~~BS ~~authorized~~in toAccounting ~~carry directors’~~ and ~~officers’~~Information ~~insurance~~Systems tofrom ~~protect~~the ~~our directors, officers, employees and agents for certain liabilities. Our Amended and Restated~~University ~~Articles~~ of ~~Incorporation~~Massachusetts doat ~~not~~Amherst ~~contain~~and ~~any~~a ~~limiting~~Masters ~~language~~Degree ~~regarding~~in ~~director~~Finance ~~immunity~~ from ~~liability~~Boston College.

~~The~~Steven ~~limitation~~Berman, ofChief ~~liability~~Operating ~~and~~Officer. ~~indemnification~~Steven ~~provisions~~Berman ~~under~~brings ~~the~~decades ~~Delaware~~of ~~Revised~~experience ~~Statutes~~in ~~and~~both ~~our~~regulated ~~Amended~~ and ~~Restated~~grey-market ~~Bylaws~~gaming ~~may~~sectors. ~~discourage~~Berman’s ~~stockholders~~career ~~from~~spans ~~bringing~~over a25 ~~lawsuit~~years, during ~~against~~which ~~directors~~he ~~for~~has ~~breach~~played ofa ~~their~~crucial ~~fiduciary~~role ~~duties.~~in ~~These~~the ~~provisions~~evolution ~~may~~of ~~also~~online ~~have~~and ~~the~~regulated ~~effect~~gaming. ofHe ~~reducing~~was ~~the~~part ~~likelihood~~ of ~~derivative litigation~~the ~~against~~World ~~directors~~Poker ~~and~~Tour ~~officers,~~in ~~even~~its ~~though~~infancy, where ~~such~~he anhelped ~~action,~~pioneer ifone ~~successful,~~of ~~might~~the ~~otherwise~~most ~~benefit~~successful uspoker ~~and~~brands ~~our~~in ~~stockholders~~the world. ~~However,~~ ~~these~~He ~~provisions~~also docreated ~~not~~the ~~limit~~highly oracclaimed ~~eliminate~~**WPT ~~our~~Boot ~~rights~~Camps**, which orhelped ~~those~~revolutionize ofpoker ~~any~~training ~~stockholder,~~and toengagement. ~~seek~~Beyond ~~non-monetary~~his ~~relief~~work ~~such~~with asWPT, ~~injunction or~~Berman ~~rescission~~has inworked closely on multiple projects with the ~~event~~**Seminole Tribe of aFlorida**, ~~breach~~one of athe ~~director’s~~most ~~fiduciary~~influential ~~duties.~~gaming ~~Moreover,~~operators in the ~~provisions~~U.S. doHis ~~not~~deep ~~alter~~understanding ~~the~~of ~~liability~~both of**iGaming’s ~~directors~~grey ~~under~~markets and the ~~federal~~highly ~~securities~~regulated ~~laws~~U.S. Ingaming ~~addition~~space**, ~~your~~coupled ~~investment~~with ~~may~~his beability ~~adversely affected~~ to ~~the~~navigate ~~extent~~compliance ~~that~~and licensing, insets ahim ~~class action~~apart oras ~~direct~~a ~~suit,~~unique wefigure ~~pay~~in the ~~costs~~industry. ofHe ~~settlement~~holds ~~and~~multiple ~~damage~~gaming ~~awards~~licenses, ~~against~~solidifying ~~directors~~his ~~and~~expertise ~~officers~~in ~~pursuant~~regulatory toaffairs ~~these~~and ~~indemnification provisions~~operations.

The Nasdaq Capital Market Listing.

Our Common Stock is expected to trade on The Nasdaq Capital Market under the symbol “MOGL” once we receive regulatory approval

Transfer Agent.

The transfer agent and registrar for our Common Stock is Vstock Transfer, LLC, 18 Lafayette Place, Woodmere, NY 11598.

~~SELLING~~Director ~~STOCKHOLDERS~~Independence

WeThe ~~are~~rules ~~registering~~of the ~~Selling~~OTC Stock ~~Stockholders~~Market, ~~Shares~~or the OTC Rules, require a majority of a listed company’s board of directors to be composed of independent directors within one year of listing. In addition, the OTC Rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and governance committees be independent. Under the OTC Rules, a director will only qualify as an independent director if, in the opinion of our board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The ~~Selling~~OTC ~~Stockholders~~Rules ~~are~~also ~~offering~~require that audit committee members satisfy independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of an ~~aggregate~~audit committee of 1a listed company may not,~~500~~ other than in his or her capacity as a member of the audit committee,~~000~~ ~~shares~~the board of ~~Common~~directors, ~~Stock~~or any other board committee, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries or otherwise be an affiliated person of the listed company or any of its subsidiaries. In considering the independence of compensation committee members, the Nasdaq Rules require that our board of directors must consider additional factors relevant to the duties of a compensation committee member, including the source of any compensation we pay to the director and any affiliations with the Company.

~~The~~Our ~~table~~board ~~below~~of ~~lists the Selling Stockholders.~~directors ~~The~~undertook ~~second~~a ~~column~~review ~~lists~~of the ~~number~~composition of ~~shares~~our board of ~~Common~~directors ~~Stock~~and ~~beneficially~~its ~~owned~~committees ~~each~~and the independence of ~~the~~each director. Based upon information requested from and provided by ~~the~~each ~~Selling~~director ~~Stockholders~~concerning his background, asemployment ofand ~~November 30~~affiliations, ~~2021.~~including Asfamily relationships, our board of ~~November~~directors ~~30,~~has ~~2021,~~determined ~~16,809,800~~that ~~shares~~each of ~~the~~our ~~Company’s’~~directors ~~Common~~are ~~Stock~~independent ~~were~~as ~~issued~~defined ~~and~~under ~~outstanding~~the Nasdaq Rules.

~~The~~Code ~~third column lists the shares~~ of ~~common~~Business ~~stock being~~Conduct offered by this prospectus by the Selling Stockholders, assuming the underwriter does not exercise its over-allotment option. None of the Selling Stockholders are officers, directors, or 5% or more shareholders of the Company. The Company has agreed to pay all of the expenses of this registration, and ~~the Selling Shareholders will not contribute to the costs. The underwriters are not underwriting the shares of the Selling Shareholders.~~Ethics

Name	Number of Shares of Common Stock Owned Prior to Offering	Maximum Number of Shares of Common Stock to be Sold Pursuant to this Prospectus	Number of Shares of Common Stock Owned After Offering
Schram, Peter	800,000	123,650	676,350
Razor Legacy Investors LP	618,000	95,520	522,480
Spivak, Kenin	560,000	86,555	473,445
Whelan, Richard	550,000	85,009	464,991
ANP Industries	540,000	83,464	456,536
Greeny Legacy LLC	520,000	80,373	439,627
Manz, Jeffrey	500,000	77,281	422,719
Mast, Maynard	500,000	77,281	422,719
Svarnias, Nicholas J. Living Trust	500,000	77,281	422,719
Phelps, Steven	500,000	77,281	422,719
Clawson, Robert	250,000	38,641	211,359
ST6 Investments	250,000	38,641	211,359
Whelan, Sunday	250,000	38,641	211,359
Damsker, Joseph	210,000	32,458	177,542
Barry, Mark and Laurie	200,000	30,913	169,087
Elliston, Gary	200,000	30,913	169,087
Pickard, Kevin	200,000	30,913	169,087
Uygan, Viktor	200,000	30,913	169,087
Svarnias, Nicholas	190,000	29,367	160,633
Jita Ventures LLC	150,000	23,184	126,816
Welch, David	150,000	23,184	126,816
Scheer, Richard	107,000	16,538	90,462
Bhandarkar, Sunny	100,000	15,456	84,544
Brown, Eric	100,000	15,456	84,544
Hogan, Brian	100,000	15,456	84,544
Rich, Allison	100,000	15,456	84,544
Hitter, Steven Michael Trust	100,000	15,456	84,544
Taylor, Eugene	100,000	15,456	84,544
Three Eagles LLC	100,000	15,456	84,544
Thieleking, Michael	65,000	10,047	54,953
Fredriksen, Keith	50,000	7,728	42,272
Hynson, Eric	50,000	7,728	42,272
Pickard, Kevin	50,000	7,728	42,272
Schram, Morgan	50,000	7,728	42,272
Skrobowski, Anthony	50,000	7,728	42,272
Triantafillou, Zoe	50,000	7,728	42,272
Whelan, Jeffrey	50,000	7,728	42,272
Durant, Christopher	40,000	6,183	33,817
Ahlers, Dieter K. & Kathleen A. Rev Living Trust	30,000	4,637	25,363
Kirklys, John	30,000	4,637	25,363
Koester, Jeffrey	30,000	4,637	25,363

We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of the code of business conduct and ethics will be made available on the Corporate Governance section of our website, which is located at https://mobileglobal.us.

Name	Number of Shares of Common Stock Owned Prior to Offering	Maximum Number of Shares of Common Stock to be Sold Pursuant to this Prospectus	Number of Shares of Common Stock Owned After Offering
Brower, Meagan	28,000	4,328	23,672
Bouboulis, Melvin	25,000	3,864	21,136
Orlando, Chris	25,000	3,864	21,136
Schwartz, Larry	25,000	3,864	21,136
Deol, Phil	24,000	3,710	20,290
Pratuch, Jeffrey	24,000	3,710	20,290
Bhandarkar, Dr. Madhu V.	20,000	3,091	16,909
DuBeau, Carol	20,000	3,091	16,909
Koul, Dr. Vir Ji	20,000	3,091	16,909
Ofili, Phil	20,000	3,091	16,909
Pranav, Prabhu	20,000	3,091	16,909
Qureshi, M. Jamal	20,000	3,091	16,909
Rajawat, Mohit Singh	20,000	3,091	16,909
Sharma, Ashish	20,000	3,091	16,909
Wazeeri, Muzammil Khan	20,000	3,091	16,909
Lovelady, Jason	16,000	2,473	13,527
Pirro, Albert	16,000	2,473	13,527
Wade, Darren	16,000	2,473	13,527
Grillo, Vincent	15,500	2,396	13,104
Svarnias, George L.	15,000	2,318	12,682
Stuart, David	12,000	1,855	10,145
Bhardwaj, Ashish	10,000	1,546	8,454
Buchalter, David	10,000	1,546	8,454
Malloch, Eric	10,000	1,546	8,454
Dyer, Mike	8,000	1,237	6,763
Lopes, Jorge	8,000	1,237	6,763
Pagano, Scott	7,500	1,159	6,341
Rajawat, Rohit Singh	5,000	773	4,227
Swami, Himanshu	5,000	773	4,227
Scaletta, Paul	4,800	742	4,058
Abbass, Paul	4,000	618	3,382
Asmussen, Michael	4,000	618	3,382
Mangold, Robert	4,000	618	3,382
Martino, Gerard	4,000	618	3,382
Partridge, Bradford	4,000	618	3,382
Wade, Mark	4,000	618	3,382
Metzger, Mike	1,000	155	845
	9,704,800	1,500,000	8,204,800

EXECUTIVE COMPENSATION

~~The~~Summary ~~Selling~~Compensation ~~Stockholders named above acquired their shares in an offering that was exempt from registration under Section 4(a)(2) of the Securities Act. There was no placement agent for that offering.~~Table

The following table sets forth the compensation paid or accrued during the fiscal year ended December 31, 2025 and 2024 to our principal executive officers (collectively the “named executive officers”), including:

●

Brett Rosin, Chief Executive Officer;

●

Mark Keeley, Chief Financial Officer;

●

Steven Berman, Chief Operating Officer;

●

David Pross, Former Chief Executive Officer; and

●

Kiki Benson, Former Chief Financial Officer.

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($) (1)		Option awards ($)	Total ($)
Brett Rosin, Chief Executive Officer	2025	$	96,000	$	-	$	10,000	$	$	106,000
	2024	$	24,000	$	-	$	30,000	$	$	54,000
Mark Keeley, Chief Financial Officer	2025	$	-	$	-	$	30,000	$	$	30,000
	2024	$	54,000	$	-	$	-	$	$	54,000
Steven Berman, Chief Operating Officer	2025	$	114,000	$	-	$	17,000	$	$	131,000
	2024	$	19,000	$	-	$	-	$	$	19,000
David Pross, Former Chief Executive Officer	2025	$	-	$	-	$	-	$	$	-
	2024	$	-	$	-	$	-	$	$	-
Kiki Benson, Former Chief Financial Officer	2025	$	60,000	$	-	$	-	$	$	-
	2024	$	60,000	$	10,000	$	600	$	$	70,600

(1)	Amounts reported represent the aggregate grant date fair value of equity awards granted to the non-employee directors, computed in accordance with the FASB’s ASC Topic 718.

Narrative Disclosure to Summary Compensation Table

Except as otherwise described below, there are no compensatory plans or arrangements, including payments to be received from the Company with respect to any named executive officer, that would result in payments to such person because of his or her resignation, retirement or other termination of employment with the Company, or our subsidiaries, any change in control, or a change in the person’s responsibilities following a change in control of the Company.

Employment Agreements

On October 31, 2024, we entered into an employment agreement with Brett Rosin (the “Rosin Employment Agreement”). Pursuant to the Rosin Employment Agreement, Mr. Rosin is employed as our Chief Executive Officer for a term of three (3) years, which automatically renews for successive periods of three (3) years each. Mr. Rosin is paid annual cash compensation of $96,000 and is entitled to an annual bonus of up to 100% of his annual cash compensation upon achievement of performance objectives to be determined by the Board. Mr. Rosin is eligible to exchange any of his bonus awards in cash for Common Stock up to 30% of the cash award earned. In the event that we terminate Mr. Rosin without Cause (as defined in the Rosin Employment Agreement), Mr. Rosin would be entitled to severance of six (6) months of his salary and bonuses.

~~SHARES AVAILABLE~~Outstanding ~~FOR~~Equity ~~FUTURE~~Awards ~~SALE~~at Fiscal Year End

~~Future sales~~As of ~~substantial~~December ~~amounts~~31, of2025, ~~Common~~we ~~Stock~~had innot ~~the~~granted ~~public~~any share ~~market~~options, ~~after~~share ~~this~~appreciation ~~offering~~rights ~~could~~or ~~adversely~~any ~~affect~~other ~~market~~awards ~~prices~~under ~~prevailing from~~long-term ~~time~~incentive toplans ~~time and could impair our ability~~ to ~~raise~~any ~~capital through the sale~~ of our ~~equity~~named ~~securities.~~executive ~~We are unable to estimate the number of shares of Common Stock that may be sold in the future~~officers.

~~Upon the~~Non-Employee ~~closing~~Director ~~of this offering, we will have:~~Compensation

●The 17following table presents the total compensation for each person who served as a non-employee member of our board of directors and received compensation for such service during the fiscal year ended December 31,~~809~~ 2025. Other than as set forth in the table and described more fully below,~~800~~ ~~shares~~we did not pay any compensation, make any equity awards or non-equity awards to, or pay any other compensation to any of ~~Common~~the ~~Stock~~non-employee ~~outstanding~~members of our board of directors in 2025.

All of the shares sold in this offering will be freely tradable without restriction under the Securities Act unless purchased by one of our affiliates as that term is defined in Rule 144 under the Securities Act, which generally includes directors, officers or 10% stockholders. None of the holders of shares of our Common Stock or securities exercisable for or convertible into shares of our Common Stock have any registration rights.

Name		Fees Earned or Paid in Cash ($)				Stock awards ($) (1)				Option Awards ($)				Total ($)
Marco Welch		$	72,000			$	12,500			$	-			$	84,500

~~Rule 144~~(1) Amounts reported represent the aggregate grant date fair value of equity awards granted to the non-employee directors during 2025, computed in accordance with the FASB’s ASC Topic 718.

~~Shares of~~Equity ~~Common~~Grant Stock held by any of our affiliates, as that term is defined in Rule 144 of the Securities Act, as well as shares held by our current stockholders, may be resold only pursuant to further registration under the Securities Act or in transactions that are exempt from registration under the Securities Act. In general, under Rule 144 as currently in effect, any person who is or has been an affiliate of ours during the 90 days immediately preceding the sale and who has beneficially owned shares for at least six months is entitled to sell, within any three-month period commencing 90 days after the date of this prospectus, a number of shares that does not exceed the greater of: (i) 1% of the number of shares of Common Stock then outstanding, or (ii) the average weekly trading volume of the Common Stock during the four calendar weeks preceding the filing of a Form 144 with respect to the sale.Practices

~~Sales under~~Policies ~~Rule 144 by our affiliates will also be subject to manner of sale provisions~~ and ~~notice~~Practices ~~requirements~~Regarding ~~and to~~ the ~~availability of~~Grant ~~current~~of ~~public~~Equity ~~information about us.~~Awards

~~UNDERWRITING~~We do not schedule the grant of any equity awards in anticipation of the disclosure of material, non-public information and we do not schedule the disclosure of material, non-public information based on the timing of granting equity awards. We have not adopted a formal policy that dictates the timing of equity award grants. We may choose to grant equity awards outside of the annual broad-based awards (e.g., as part of a new hire package or as a retention or promotional incentive). During 2025, no stock option grants were made to any of our named executive officers.

Under the terms and subject to the conditions of an underwriting agreement dated the date of this prospectus, the underwriters named below, for whom WestPark Capital, Inc. is acting as the representative and sole book-running manager, have severally agreed to purchase, and we have agreed to sell to them, the number of our common shares at the initial public offering price, less the underwriting discounts, as set forth on the cover page of this prospectus and as indicated below:

Underwriters			Number of Shares
WestPark Capital, Inc.			Total 1,000,000

The underwriters are offering the shares subject to their acceptance of the shares from us and subject to prior sale. The underwriting agreement provides that the obligations of the underwriters to pay for and accept delivery of the common shares offered by this prospectus are subject to the approval of certain legal matters by their counsel and to other conditions. The underwriters are obligated to take and pay for all of the common shares offered by this prospectus if any such shares are taken. However, the underwriters are not required to take or pay for the shares covered by the underwriters’ option to purchase additional shares described below.

We have granted to the underwriters an option, exercisable for 45 days from the date of this prospectus, to purchase up to 150,000 additional common shares at the initial public offering price listed on the cover page of this prospectus, less underwriting discounts. The underwriters may exercise this option solely for the purpose of covering over-allotments, if any, made in connection with this offering. To the extent the option is exercised, each underwriter will become obligated, subject to certain conditions, to purchase about the same percentage of the additional common shares as the number listed next to the underwriter’s name in the preceding table bears to the total number of shares listed next to the names of all underwriters in the preceding table.

The underwriters will offer the shares to the public at the initial public offering price set forth on the cover of this prospectus and to selected dealers at the initial public offering price less a selling concession not in excess of $_____ per share. After this offering, the initial public offering price, concession and reallowance to dealers may be reduced by the representative. No change in those terms will change the amount of proceeds to be received by us as set forth on the cover of this prospectus. The securities are offered by the underwriters as stated herein, subject to receipt and acceptance by them and subject to their right to reject any order in whole or in part.

~~Discounts and~~CERTAIN ~~Expenses~~RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The following is a summary of transactions for ~~underwriting~~the ~~discounts~~years ~~are~~ended ~~equal~~December 31, 2024 and 2023, to 10which we have been a participant in which the amount involved exceeded or will exceed the lesser of $120,000 or 1% of the ~~initial~~average ~~public~~of ~~offering~~our ~~price~~total ~~set~~assets ~~forth~~at onyear-end for the ~~cover~~last two completed fiscal years, and in which any of ~~this~~our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements, which are described under “Executive Compensation” elsewhere in this prospectus.

~~The following~~Related ~~table~~Person ~~shows~~Transaction ~~the~~Policy ~~per share~~ and total initial public offering price, underwriting discounts, and proceeds before expenses to us. These amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase up to an additional 150,000 common shares.Procedures

	Per Share		Total Without Exercise of Over- Allotment Option		Total With Full Exercise of Over- Allotment Option
Initial public offering price	$	6.00	$	6,000,000	$	6,900,000
Underwriting discounts to be paid by us	$	0.60	$	600,000	$	690,000
Proceeds, before expenses, to us	$	5.40	$	5,400,000	$	6,210,000

The Board has adopted a written related person transaction policy setting forth the policies and procedures for the review and approval or ratification of related person transactions. This policy covers, with certain exceptions set forth in Item 404 of Regulation S-K, any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we were or are to be a participant, in which the amount involved exceeds $120,000 in any fiscal year and a related person had, has or will have a direct or material interest, including without limitation, purchases of goods and services by of from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person. In reviewing and approving such transactions, our audit committee is tasked to consider all relevant facts and circumstances, including, but not limited to, whether the transaction is on terms comparable to those that could be obtained in an arm’s length transaction and the extent of the related person’s interest in the transaction. Notwithstanding anything therein to the contrary, the policy is to be interpreted only in such a manner as to comply with Item 404 of Regulation S-K.

~~We will~~Certain ~~also~~Related ~~pay~~Party to the representative by deduction from the net proceeds of this offering, a non-accountable expense allowance equal to 2% of the amount raised in the offering (including verifying shares sold upon exercise of the underwriters’ over-allotment option).Transactions

~~Any~~During the three and nine months ended September 30, 2025, the Company incurred expense ~~deposits~~of ~~paid~~approximately ~~will~~$609,000 and be$836,000, ~~returned~~respectively, to uscertain stockholders for consulting services provided to the ~~extent~~Company, which included payments to the ~~representative’s~~Chief ~~out-of-pocket~~Executive ~~accountable~~Officer, ~~expenses~~Chief ~~are~~Operating ~~not~~Officer, ~~actually~~Chief Marketing Officer, ~~incurred~~Chief of Staff and a board member. Included in ~~accordance~~the ~~with~~expense ~~FINRA~~incurred, ~~Rule~~were ~~5110(g)(4)(A)~~shares of common stock issued during the three and nine months ended September 30, 2025 of 5,648,571 and 21,773,571 shares, respectively, valued at approximately $533,000 and $717,000, respectively, to various consultants for services provided.

~~We have~~During ~~agreed to pay expenses relating to~~ the ~~offering,~~three ~~including: (i) all filing fees~~ and ~~communication~~six ~~expenses~~months ~~relating~~ended toJune ~~the registration~~30, of2025, the ~~shares~~Company tomade bepayments ~~sold in this offering with the SEC and the filing~~ of ~~the~~approximately ~~offering~~$72,000 ~~materials with FINRA; (ii) all reasonable travel~~ and ~~lodging expenses incurred by the representative or its counsel in connection with visits to~~$227,000, ~~and examinations of~~respectively, ~~our~~to ~~company;~~certain ~~(iii) translation~~stockholders ~~costs~~ for ~~due~~consulting ~~diligence~~services ~~purpose;~~provided to ~~(iv)~~the ~~all fees~~Company, ~~expenses~~which ~~and~~included ~~disbursements~~payments ~~relating~~ to the ~~registration~~Chief orExecutive ~~qualification of~~Officer, ~~such~~Chief ~~shares~~Operating ~~under~~Officer ~~the “blue sky” securities laws of such states~~ and ~~other~~a ~~jurisdictions~~board asmember. ~~the~~In ~~representative may reasonably designate (including~~addition, ~~without limitation, all filing and registration fees, and the reasonable fees and disbursements of representative’s~~during ~~counsel); (v)~~ the ~~costs~~three ~~of all mailing~~ and ~~printing~~six ofmonths ~~the~~ended ~~placement~~June ~~documents~~30, ~~registration statements~~2025, ~~prospectuses~~the ~~and~~Company ~~all~~issued ~~amendments~~1, ~~supplements~~500,000 and ~~exhibits thereto and as many preliminary and final prospectuses as the representative may reasonably deem necessary; (vi) the costs of preparing~~16,125,000 ~~printing and delivering certificates representing the~~ shares ~~and~~of ~~the~~common ~~fees~~stock ~~and~~valued ~~expenses~~at ~~of the transfer agent~~approximately ~~for~~$81,000 ~~such shares;~~ and ~~(vii)~~$184,000, ~~the~~respectively, ~~reasonable cost for road show meetings and preparation of a power point presentation. We are obligated~~ to ~~pay~~various ~~the~~consultants ~~accountable~~for ~~expenses~~services ~~of the Representative, including its legal expenses~~provided.

~~We estimate~~During ~~that~~ the ~~total~~three ~~expenses~~months ofended March 31, 2025, the ~~offering~~Company ~~payable~~made bypayments usof approximately $156,000 to ~~excluding~~certain ~~the~~stockholders ~~underwriting~~for ~~discounts~~consulting ~~and~~services ~~non-accountable~~provided ~~expense~~to ~~allowance~~the Company, which ~~will~~included bepayments ~~approximately~~to ~~$300~~the Chief Executive Officer,~~000~~ Chief Operating Officer and a board member.

We will apply to list our common shares on the Nasdaq Capital Market under the symbol “MOGL.” There is no assurance that such application will be approved, and if our application is not approved, this offering may not be completed.

Representative’s Warrants

In addition, we have agreed to issue the representative’s warrants to the representative of the underwriters to purchase a number of common shares equal to 10% of the total number of common shares sold by the Company in this offering. The representative’s warrants shall have an exercise price equal to 1.20% of the initial public offering price of the common shares sold in this offering. The representative’s warrants may be purchased in cash or via cashless exercise, will be exercisable for five years from the effective date of the registration statement of which this prospectus forms a part and will terminate on the fifth anniversary of the effective date of the registration statement of which this prospectus forms a part. The representative’s warrants and the underlying shares will be deemed compensation by FINRA, and therefore will be subject to FINRA Rule 5110(e)(1). In accordance with FINRA Rule 5110(e)(1), and except as otherwise permitted by FINRA rules, neither the representative’s warrants nor any of our shares issued upon exercise of the representative’s warrants may be sold, transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities by any person, for a period of 180 days beginning on the date of commencement of sales of the offering. In addition, although the representative’s warrants and the underlying common shares will be registered in the registration statement of which this prospectus forms a part, we have also agreed that the representative’s warrants will provide for registration rights in certain cases. These registration rights apply to all of the securities directly and indirectly issuable upon exercise of the representative’s warrants. The piggyback registration right provided will not be greater than seven years from the date of commencement of sales of the offering in compliance with FINRA Rule 5110(g)(8)(D).

~~We will~~SECURITY ~~bear~~OWNERSHIP ~~all~~OF ~~fees~~CERTAIN ~~and~~BENEFICIAL ~~expenses attendant to registering the common shares issuable upon exercise of the representative’s warrants,~~OWNERS ~~other~~AND than underwriting discounts incurred and payable by the holders. The exercise price and number of common shares issuable upon exercise of the representative’s warrants may be adjusted in certain circumstances, including in the event of a share dividend, extraordinary cash dividend or our recapitalization, reorganization, merger or consolidation. The warrant exercise price and/or underlying shares may also be adjusted for issuances of common shares at a price below the warrant exercise price.MANAGEMENT

~~Right~~The table below shows the number of our shares of Common Stock beneficially owned as of ~~First~~February ~~Refusal~~11, 2026 by:

~~We have~~● ~~agreed~~each ~~for~~person ~~a period of fourteen (14) months following the closing of this offering~~ or until an offering occurs which the representative declined, that we shall notify the representative in writing at least thirty (30) days prior to a proposed U.S. public offering of any debt or equity securities (other than bank debt or similar financing) by us or by any of our majority owned or controlled United States subsidiaries that the representative or, at its option, a group ofknown ~~associated investment bankers shall have the right of first refusal to effect the offering on terms as favorable as theretofore offered in writing~~ by ~~a reputable investment banker. The representative agrees to notify~~ us, ~~within ten (10) days of its exercise of the right of first refusal. If the representative fails~~ to ~~exercise~~beneficially ~~the~~own ~~right~~more ~~of first~~than ~~refusal~~5% ~~within the ten (10) day period and the principal terms~~ of ~~the~~our ~~proposed~~outstanding ~~subsequent~~voting financings thereafter are altered in any material respect, we shall again offer to the representative the right of first refusal. Notwithstanding the foregoing, if the representative declines to exercise its right of first refusal for any specific offering, and we complete such offering with another investment banking firm, the representative shall not have the right of first refusal for any future financings, and if we receive a proposal from a “bulge bracket” underwriter to undertake such a financing, the representative shall not have the right of first refusal set forth in this paragraph (provided, however, that we shall use commercially reasonable eff orts to cause such underwriter to allow the representative’s participation in such financing). The representative’s right of first refusal set forth in this paragraph shall be subject to FINRA Rule 5110(g).securities;

~~Indemnification; Indemnification~~● ~~Escrow~~each director;

~~We have~~● ~~agreed~~each tonamed ~~indemnify~~executive ~~the~~officer; ~~underwriters against certain liabilities, including liabilities under the Securities Act~~ and liabilities arising from breaches of representations and warranties contained in the underwriting agreement, or to contribute to payments that the underwriters may be required to make in respect of those liabilities.

~~Concurrently with~~● ~~the~~all ~~execution and delivery~~ of ~~the~~our ~~underwriting~~current ~~agreement,~~directors ~~we will set up an escrow account with a third-party escrow agent in the United States~~ and ~~will~~named ~~fund~~executive ~~such~~officers ~~account with_______ from this offering that may be utilized by the underwriters to fund any bona fide indemnification claims~~ of the ~~underwriters~~company ~~arising~~as ~~during~~ a ~~24-month period following the offering~~group. The escrow account will be interest bearing, and we will be free to invest the assets in securities. All funds that are not subject to an indemnification claim will be returned to us after the applicable period expires. We will pay the reasonable fees and expenses of the escrow agent.

~~Lock-Up~~The number of shares of Common Stock beneficially owned by each 5% ~~Agreements~~holder, director, or executive officer is determined by the rules of the SEC, and the information does not necessarily indicate beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares over which the person or entity has sole or shared voting power or investment power and also any shares that the person or entity can acquire within 60 days of February 11, 2026 through the exercise of any stock option or other right. For purposes of computing the percentage of outstanding shares of Common Stock held by each person or entity, any shares that the person or entity has the right to acquire within 60 days after February 11, 2026 are deemed to be outstanding with respect to such person or entity but are not deemed to be outstanding for the purpose of computing the percentage of ownership of any other person or entity. Unless otherwise indicated, each person or entity has sole investment and voting power (or shares such power with his or her spouse) over the shares of Common Stock set forth in the following table. The inclusion in the table below of any shares of Common Stock deemed beneficially owned does not constitute an admission of beneficial ownership of such shares of Common Stock. As of February 11, 2026, there were 60,640,074 shares of Common Stock issued and outstanding.

Our officers, directors and principal shareholders (defined as owners of 5% or more of our common shares), and certain of our other shareholders, have agreed, subject to certain exceptions, to a twelve month “lock-up” period from the date of this prospectus with respect to the common shares that they beneficially own, including the issuance of shares upon the exercise of convertible securities and options which may be issued. This means that, for a period of twelve months following the date of this prospectus, such persons may not offer, sell, pledge or otherwise dispose of these securities without the prior written consent of the representative.

Name and Address of Beneficial Owner⁽¹⁾	Shares of Common Stock Beneficially Owned		Percentage of Common Stock Outstanding
Named executive officers and directors:
Marco Welch, Chairman, Director		2,520,000		4.2	%
Brett Rosin, CEO		6,000,000		9.9	%
Mark J. Keeley, CFO		3,000,000		4.9	%
Steven Berman, COO		3,500,000		5.8	%

All current directors and named executive officers as a group (4 persons)		15,020,000		24.8	%

The representative has no present intention to waive or shorten the lock-up period; however, the terms of the lock-up agreements may be waived at its discretion. In determining whether to waive the terms of the lock-up agreements, the representative may base its decision on its assessment of the relative strengths of the securities markets and companies similar to ours in general, and the trading pattern of, and demand for, our securities in general.

*	Less than 1%.
(1)	Unless otherwise noted, the business address of each person is 500 Post Road East, Westport, Connecticut 06880.

Pricing of the Offering

Prior to this offering, there has been no public market for our common shares. The initial public offering price of the shares has been negotiated between us and the underwriters. Among the factors considered in determining the initial public offering price of the shares, in addition to the prevailing market conditions, are our estimates of our business potential and earnings prospects, an assessment of our intangible assets and management, and the consideration of the above factors in relation to market valuation of companies in similar circumstances and/or related businesses.

No Sales of Similar Securities

We have agreed not to offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares or any securities convertible into or exercisable or exchangeable for common shares or enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of our common shares, whether any such transaction is to be settled by delivery of common shares or such other securities, in cash or otherwise, without the prior written consent of the representative, for a period of 250 days from the date of this prospectus, except for securities issued pursuant to acquisitions or strategic transactions approved by a majority of our disinterested directors, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith during the restricted period, and provided that any such issuance shall only be to a person (or to the equity holders if a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with our business and shall provide us with additional benefits in addition to the investment of funds, but shall not include a transaction in which we are issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.

Electronic Offer, Sale and Distribution of Securities

A prospectus in electronic format may be made available on the websites maintained by the underwriters or selling group members, if any, participating in this offering and the underwriters may distribute prospectuses electronically. The underwriters may agree to allocate a number of common shares to selling group members for sale to their online brokerage account holders. The common shares to be sold pursuant to internet distributions will be allocated on the same basis as other allocations. Other than the prospectus in electronic format, the information on these websites is not part of, nor incorporated by reference into, this prospectus or the registration statement of which this prospectus forms a part, has not been approved or endorsed by us or the underwriters, and should not be relied upon by investors.

Price Stabilization, Short Positions and Penalty Bids

In connection with this offering, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of our common shares. Specifically, the underwriters may sell more shares than they are obligated to purchase under the underwriting agreement, creating a short position. A short sale is covered if the short position is no greater than the number of shares available for purchase by the underwriters under option to purchase additional shares. The underwriters can close out a covered short sale by exercising the option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to close out a covered short sale, the underwriters will consider, among other things, the open market price of shares compared to the price available under the option to purchase additional shares. The underwriters may also sell shares in excess of the option to purchase additional shares, creating a naked short position. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter or dealer repays selling concessions allowed to it for distributing our common shares in this offering because such underwriter repurchases those shares in stabilizing or short covering transactions.

Finally, the underwriters may bid for, and purchase, our common shares in market making transactions, including “passive” market making transactions as described below.

These activities may stabilize or maintain the market price of our common shares at a price that is higher than the price that might otherwise exist in the absence of these activities. The underwriters are not required to engage in these activities, and may discontinue any of these activities at any time without notice. These transactions may be effected on the Nasdaq Capital Market, in the over-the-counter market, or otherwise.

Passive Market Making

In connection with this offering, the underwriters may engage in passive market making transactions in our common shares on the Nasdaq Capital Market in accordance with Rule 103 of Regulation M under the Exchange Act, during a period before the commencement of offers or sales of the shares and extending through the completion of the distribution. A passive market maker must display its bid at a price not in excess of the highest independent bid of that security. However, if all independent bids are lowered below the passive market maker’s bid, then that bid must then be lowered when specified purchase limits are exceeded.

Potential Conflicts of Interest

The underwriters and their affiliates may, from time to time, engage in transactions with and perform services for us in the ordinary course of their business for which they may receive customary fees and reimbursement of expenses. In the ordinary course of their various business activities, the underwriters and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own accounts and for the accounts of their customers and such investment and securities activities may involve securities and/or instruments of our company. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

Other Relationships

The underwriters and certain of their affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. Some of the underwriters and certain of their affiliates may in the future engage in investment banking and other commercial dealings in the ordinary course of business with us and our affiliates, for which they may in the future receive customary fees, commissions and expenses.

In addition, in the ordinary course of their business activities, the underwriters and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

Selling Restrictions

No action may be taken in any jurisdiction other than the United States that would permit a public offering of the shares or the possession, circulation or distribution of this prospectus in any jurisdiction where action for that purpose is required. Accordingly, the common shares offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

In addition to the public offering of the common shares in the United States, the underwriters may, subject to applicable foreign laws, also offer the common shares in certain countries.

Stamp Taxes

If you purchase common shares offered in this prospectus, you may be required to pay stamp taxes and other charges under the laws and practices of the country of purchase, in addition to the initial public offering price listed on the cover page of this prospectus.

Electronic Distribution

In connection with the offering, certain of the underwriters or securities dealers may distribute prospectuses by electronic means, such as e-mail.

Other Relationships

The underwriters and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us or our affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.

Transfer Agent

The transfer agent and registrar for our Common Stock is Vstock Transfer, LLC, 18 Lafayette Place, Woodmere, NY 11598.

LEGAL MATTERS

The validity of the securities offered hereby will be passed upon for us by The Law Offices of Davis & Associates, Inc., Palos Verdes Estates, CA. Certain legal matters in connection with this offering will be passed upon for the underwriters by Dickinson Wright LLP, Ft. Lauderdale, FL. Certain legal matters with respect to the SII MOGO Founders Agreement, and the SII Supplement to Founders Agreement will be passed upon by our Indian Contract Counsel, RB Associates, 141, Top Floor, Saini Enclave, Delhi 110092, India.

EXPERTS

The balance sheet of Mobile Global Esports Inc. for the period ended August 31, 2021 and the related statements of operations and comprehensive loss, stockholders’ equity, and cash flows for the year then ended, have been audited by AJSH & Co, LLP, an independent chartered accounting firm registered with the Public Company Accounting Oversight Board (PCAOB), as set forth in its report appearing herein and are included in reliance upon such report given on the authority of said firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

~~We have~~This ~~filed~~prospectus ~~with~~constitutes ~~the~~a ~~SEC~~part of a registration statement on Form S-1 filed under the Securities Act. ~~with~~As ~~respect~~permitted toby the ~~shares~~SEC’s ofrules, ~~Common~~this ~~Stock~~prospectus weand ~~are offering.~~any ~~This~~ prospectus, supplement, which ~~forms~~form a part of the registration statement, ~~does~~do not contain all of the information that is included in the ~~registration~~ ~~statement and the exhibits and schedules to the~~ registration statement. ~~Certain~~You will ~~information~~find isadditional ~~omitted~~information ~~and~~about ~~you~~us ~~should~~in ~~refer to~~ the registration statement and its exhibits. ~~and~~Any ~~schedules~~statements ~~for~~made ~~that~~in ~~information.~~this Ifprospectus aor ~~document~~any prospectus ~~has~~supplement ~~been~~concerning ~~filed~~legal asdocuments anare ~~exhibit~~not tonecessarily ~~the registration~~complete ~~statement,~~and ~~we refer~~ you toshould ~~the~~read ~~copy of~~ the ~~document~~documents that ~~has~~are ~~been~~ filed. ~~Each~~as ~~statement~~exhibits to inthe ~~this~~registration ~~prospectus~~statement ~~relating~~or tootherwise ~~a document~~ filed aswith anthe ~~exhibit~~SEC isfor ~~qualified~~a inmore ~~all~~complete ~~respects~~understanding byof the ~~filed~~document ~~exhibit~~or matter.

You ~~may~~ ~~review~~can aread ~~copy~~our ofelectronic ~~the~~SEC filings, including such registration statement, ~~including~~on ~~exhibits~~the ~~and~~internet ~~any~~at ~~schedule~~the ~~filed~~SEC’s ~~therewith,~~website ~~and~~at www.sec.gov. We ~~obtain~~are ~~copies~~subject ofto ~~such~~the ~~materials~~information atreporting requirements of the Exchange ~~SEC’s~~Act, ~~Public~~and ~~Reference~~we ~~Room~~file atreports, ~~100~~proxy Fstatements ~~Street,~~and ~~N.E.,~~other ~~Washington,~~information ~~D.C.~~with ~~20549~~the SEC. ~~You~~These ~~may~~reports, proxy ~~obtain~~statements ~~information~~and onother ~~the~~information ~~operation~~will ~~of the~~be ~~Public~~available ~~Reference~~at ~~Room~~the bywebsite ~~calling~~of the SEC atreferred ~~1-800-SEC-0330~~to above. ~~The~~We ~~SEC~~also ~~maintains~~maintain a website at ~~http~~ https://~~www~~mobileglobal.~~sec.gov~~us/, at which ~~that~~you ~~contains~~may ~~reports~~access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished ~~proxy~~to, ~~and~~the SEC. However, the information ~~statements~~contained in or accessible through our website is not part of this prospectus or the registration statement of which this prospectus forms a part, and ~~other~~investors should not rely on such information ~~regarding~~in ~~issuers,~~making ~~like~~a ~~us,~~decision ~~that~~to ~~file~~purchase ~~electronically~~our securities ~~with~~in ~~the~~this ~~SEC~~offering.

We also intend to maintain a website at www.mogoesports.com. Once we have activated this website, you may access materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. Information contained on our website, once activated, is not a part of this prospectus and the inclusion of our website address in this prospectus is an inactive textual reference only. You may also inspect these documents at our corporate headquarters at 616 South El Camino Real, Suite H, San Clemente, California 92672 during normal business hours.53

55PROSPECTUS

~~Index to~~Mobile ~~Financial~~Global ~~Statements~~Esports, Inc.

~~MOBILE GLOBAL~~Up ~~ESPORTS~~to ~~INC.~~100,000,000 shares of Common Stock

~~Financial Statements~~, 2026

~~Contents~~PART II

		Page
Financial Statements:
Report of Independent Registered Public Accounting Firm		F-2
Balance Sheet as of August 31, 2021		F-3
Statement of Operations for the Period From Inception (March 11, 2021) to August 31, 2021		F-4
Statement of Stockholders’ Equity for the Period From Inception (March 11, 2021) to August 31, 2021		F-5
Statement of Cash Flows for the Period From Inception (March 11, 2021) to August 31, 2021		F-6
Notes to Financial Statements		F-7

INFORMATION NOT REQUIRED IN THE PROSPECTUS

~~F-1~~Item 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

~~REPORT~~The following table sets forth the costs and expenses OFpayable ~~INDEPENDENT~~by ~~REGISTERED~~us ~~PUBLIC~~in ~~ACCOUNTING~~connection ~~FIRM~~with the issuance and distribution of the securities being registered hereunder. All of the amounts shown are estimates, except for the SEC Registration Fees.

To the Shareholders and Board of Directors of Mobile Global Esports Inc.

SEC registration fees	$	1,381
Accounting fees and expenses	$	5,000
Legal fees and expenses	$	75,000
Miscellaneous	$	5,000
Total	$	86,381

~~Opinion on~~Item ~~the~~14. ~~Financial~~INDEMNIFICATION ~~Statements~~OF DIRECTORS AND OFFICERS.

~~We have~~Section ~~audited~~145 of the ~~accompanying~~DGCL ~~balance~~provides ~~sheet~~that ofa ~~Mobile~~corporation ~~Global~~may ~~Esports~~indemnify ~~Inc.~~directors ~~(the~~and ~~“Company”)~~officers as ofwell ~~August~~as ~~31,~~other ~~2021~~employees and ~~the~~individuals ~~related~~against ~~statements~~expenses of(including ~~operations~~attorneys’ fees), ~~changes~~judgments, fines and amounts paid in ~~stockholder’s~~settlement ~~equity~~actually and ~~cash~~reasonably ~~flows~~incurred ~~from~~by ~~March~~such ~~11,~~person in ~~2021~~connection ~~(Inception)~~with toany ~~August 31~~threatened, ~~2021,~~pending ~~and the~~or ~~related~~completed ~~notes~~actions, ~~(collectively~~suits ~~referred~~or toproceedings asin ~~the~~which ~~“financial~~such ~~statements”).~~person Inis ~~our~~made ~~opinion,~~a ~~the~~party ~~financial~~by ~~statements~~reason ~~present~~of ~~fairly,~~such inperson ~~all~~being ~~material~~or ~~respects~~having been a director, ~~the~~officer, ~~financial~~employee ~~position~~or agent of the ~~Company~~registrant. asThe ofDGCL ~~August~~provides ~~31,~~that ~~2021,~~Section ~~and~~145 ~~the~~is ~~results~~not exclusive of ~~its~~other ~~operations~~rights ~~and its~~to ~~cash~~which ~~flows~~those ~~for~~seeking ~~the~~indemnification ~~period~~may ~~from~~be ~~March~~entitled 11under any bylaws, ~~2021~~agreement, ~~(Inception)~~vote toof ~~August~~stockholders ~~31,~~or ~~2021,~~disinterested directors inor ~~conformity~~otherwise. ~~with~~Our ~~accounting~~Certificate ~~principles~~of ~~generally accepted~~Incorporation inand ~~the~~Bylaws ~~United~~provide ~~States~~for indemnification by us of ~~America~~our directors and officers to the fullest extent permitted by the DGCL.

~~Basis~~Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for ~~Opinion~~monetary damages for breach of fiduciary duty as a director, except for liability (1) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) for unlawful payments of dividends or unlawful stock repurchases redemptions or other distributions or (4) for any transaction from which the director derived an improper personal benefit. Our Certificate of Incorporation provides for such limitation of liability to the fullest extent permitted by the DGCL.

~~These financial~~We ~~statements~~have ~~are~~entered ~~the~~into ~~responsibility~~indemnification ofagreements with ~~the~~each ~~Company’s~~of ~~management.~~our ~~Our~~directors ~~responsibility~~and isexecutive officers to ~~express~~provide ancontractual ~~opinion~~indemnification onin ~~the~~addition ~~Company’s financial~~to ~~statements~~the ~~based~~indemnification onprovided in our ~~audit.~~Certificate Weof ~~are~~Incorporation. aEach ~~public~~indemnification ~~accounting~~agreement ~~firm~~provides ~~registered~~for ~~with~~indemnification ~~the~~and ~~Public~~advancements ~~Company~~by ~~Accounting~~us ~~Oversight~~of ~~Board~~certain expenses ~~(United~~and ~~States)~~costs ~~(“PCAOB”)~~relating ~~and~~to ~~are~~claims, ~~required~~suits toor beproceedings ~~independent~~arising ~~with~~from ~~respect~~his or her service to ~~the~~our Company inor, ~~accordance~~at ~~with~~our ~~the~~request, ~~U.S.~~service ~~federal~~to other ~~securities~~entities, ~~laws~~as ~~and~~officers or directors to the maximum extent permitted by applicable ~~rules~~law. ~~and~~We ~~regulations~~believe ofthat ~~the~~these ~~Securities~~provisions and ~~Exchange~~agreements are ~~Commission~~necessary ~~and~~to ~~the~~attract ~~PCAOB~~qualified directors.

We ~~conducted~~ ~~our~~also ~~audit~~maintain instandard ~~accordance~~policies ~~with the standards~~ of ~~the~~insurance under ~~PCAOB.~~which ~~Those~~coverage ~~standards~~is ~~require~~provided ~~that~~(1) weto ~~plan~~our directors and ~~perform~~officers ~~the~~against ~~audit~~loss toarising ~~obtain reasonable~~from ~~assurance~~claims ~~about~~made ~~whether~~by ~~the~~reason ~~financial~~of ~~statements~~breach ~~are free~~ of ~~material~~duty ~~misstatement, whether due to error~~ or ~~fraud. The Company~~ isother ~~not~~wrongful ~~required to have~~act, ~~nor~~while ~~were~~acting wein ~~engaged~~their tocapacity ~~perform,~~as andirectors ~~audit~~and ofofficers ~~its internal control over financial reporting. As part~~ of our ~~audits~~Company, we ~~are~~and ~~required~~(2) to ~~obtain~~us anwith ~~understanding~~respect ofto ~~internal~~payments ~~control~~that may ~~over~~be ~~financial~~made ~~reporting,~~by ~~but~~us ~~not~~to ~~for~~such ~~the~~officers ~~purpose~~and ofdirectors ~~expressing~~pursuant anto ~~opinion on~~any ~~the~~indemnification ~~effectiveness~~provision ofcontained ~~the~~in ~~Company’s~~our ~~internal~~Certificate ~~control~~of ~~over~~Incorporation and ~~financial~~Bylaws ~~reporting.~~or ~~Accordingly,~~otherwise weas ~~express~~a nomatter ~~such~~of ~~opinion~~law.

~~Our audit~~Item ~~included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks~~15. ~~Such~~RECENT ~~procedures~~SALES ~~included~~OF ~~examining,~~UNREGISTERED on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.SECURITIES

~~Critical~~The following are all issuances of securities ~~Audit~~by ~~Matter~~the registrant during the past three years which were not registered under the Securities Act. We claim an exemption from registration pursuant to Section 4(a)(2) of the Securities Act, and/or Rule 506 of the rules and regulations promulgated thereunder in connection with the sales and issuances described below since the foregoing issuances and sales did not involve a public offering, the recipients (a) were “accredited investors” and/or had access to similar documentation and information as would be required in a Registration Statement under the Securities Act and (b) represented that they were acquiring the securities for investment purposes only, and not with a view towards distribution or resale except in compliance with applicable securities laws. The securities sold are subject to transfer restrictions, and the certificates evidencing the securities are imprinted with an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom. No general solicitation or advertising was used in connection with any transaction.

The Critical Audit Matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (II-1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

~~/s/ AJSH & Co LLP~~2025

WeOn December 1, 2025, the Company issued to the Selling Stockholder, ~~have~~500,000 ~~served~~restricted shares of common stock as commitment shares and the Promissory Note. In addition, we issued the Selling Stockholder an unsecured original issue discount promissory note in the principal amount of $75,000 for which the Company’s ~~Auditor~~received ~~since~~net ~~2021~~proceeds of $65,000, which has a conversion price of $0.06 per share.

~~New~~During November and December 2025, the Company issued several convertible ~~Delhi~~promissory notes in the total principal amount of $325,000. ~~India~~Each holder of a note payable also received shares of common stock equal to the principal amount of the note payable divided by $0.25 upon issuance of the respective note payable. There were 81,250 shares of common stock issued with the notes payable.

~~December~~On 23October 17, ~~2021~~2025, the Company issued 5,300,000 shares of common stock in connection with the asset purchase agreement with Reality Sports Online, Inc. in exchange for a technology platform, intellectual property, and other related assets.

~~F-2~~During September 2025, the Company issued convertible promissory notes in the principal amount of $150,000, for total cash proceeds of $130,000.

~~MOBILE~~During ~~GLOBAL~~September ~~ESPORTS~~2025, ~~INC~~the Company issued a convertible promissory note in the principal amount of $165,000, for total cash proceeds of $146,500.

~~BALANCE~~During ~~SHEET~~August 2025, the Company issued convertible promissory notes in the total principal amount of $283,000, for total cash proceeds of $275,000.

AsDuring June 2025, the Company entered into several note payable agreements totaling $115,000. The principal and interest (at 6% per annum) will be due and payable in June 2026. Each holder of ~~August~~a 31note payable also received shares of common stock equal to the principal amount of the note payable divided by $0.25 upon issuance of the respective note payable. There were 460,000 shares ~~2021~~of common stock issued with the notes payable.

ASSETS
Current Assets:
Cash and cash equivalents	$	314,644
Stock subscription receivable		6,000
Total current assets		320,644
TOTAL ASSETS	$	320,644
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	3,750
Total current liabilities		3,750
Commitments and contingencies		-
STOCKHOLDERS’ EQUITY
Preferred stock; $0.0001 par value; 10,000,000 shares authorized; nil shares issued and outstanding
Common stock; $0.0001 par value; 100,000,000 shares authorized; 16,809,800 shares issued and outstanding		1,681
Additional paid-in capital		344,143
Accumulated deficit		(28,930	)
Total stockholders’ equity		316,894
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	320,644

During April 2025, the Company issued 1,500,000 shares of common stock to various consultants at a total fair value of approximately $68,000.

~~The~~During ~~accompanying~~the ~~footnotes~~three ~~are~~months anended ~~integral~~March ~~part~~31, 2025, the Company issued 1,600,000 shares of ~~these financial~~common ~~statements~~stock valued at approximately $13,000 for a portion of the payment for the board stipend.

~~F-3~~During 2025, the Company issued 500,000 shares of common stock with warrants to purchase up to 500,000 shares of common stock at an exercise price of $0.26 per share through a private stock offering.

~~MOBILE GLOBAL ESPORTS INC. STATEMENT OF OPERATIONS~~2024

~~For~~During 2024, the ~~Period~~Company ~~From Inception~~issued 6,744,910 shares ~~(March~~of ~~11,~~common ~~2021)~~stock to ~~August~~consultants ~~31,~~and ~~2021~~board members for total fair value of approximately $48,000.

Revenue	$	-
Cost of revenue		-
Gross profit		-
Operating expenses:
General and administrative expenses		28,930
Total operating expenses		28,930
Loss from operations		(28,930	)
Income tax expense		-
Net loss	$	(28,930	)
Weighted average common shares outstanding - basic and diluted		8,822,060
Net loss per common share - basic and diluted	$	(0.00	)

2023

~~The~~During ~~accompanying~~2023, ~~footnotes~~the ~~are~~Company issued 350,000 and 420,000 shares anof ~~integral~~common ~~part~~stock to consultants and a supplier for total fair value of ~~these~~approximately ~~financial~~$362,000 and ~~statements~~$231,000, respectively.

During 2023, the Company issued warrants (“2023 Consultant Warrants”) to purchase up to 170,000 shares of the Company’s common stock in exchange for the provision of services. The 2023 Consultant Warrants have an exercise price of $3.00 per share, expire 6 years from the date of issuance, ~~general~~with 25% ~~and~~vested ~~administrative~~in ~~expenses~~the ~~included~~first ~~accounting~~quarter of 2023 and ~~audit~~the ~~fees~~remaining ~~and~~shares ~~bank~~vested ~~charges~~quarterly through December 31, 2023.

FII-42

~~MOBILE~~Item ~~GLOBAL~~16. ~~ESPORTS~~EXHIBITS ~~INC.~~AND FINANCIAL STATEMENT OF ~~STOCKHOLDERS’ EQUITY~~SCHEDULES

~~For~~(a) See the ~~Period~~Exhibit ~~From~~Index on ~~Inception~~the ~~(March~~page immediately preceding the signature page hereto for a list of exhibits filed as part of this registration statement on Form 11S-1, ~~2021)~~which toExhibit ~~August~~Index ~~31,~~is ~~2021~~incorporated herein by reference.

					Additional					Total
	Common Stock				Paid-in		Accumulated			Stockholders’
	Shares		Amount		Capital		Deficit			Equity
Balance, March 11, 2021		-		-		-		-			-
Common stock issued to founders		5,300,000		530		-		-			530
Common stock issued for cash		11,509,800		1,151		344,143		-			345,294
Net loss		-		-		-		(28,930	)		(28,930	)
Balance, August 31, 2021		16,809,800	$	1,681	$	344,143	$	(28,930	)	$	316,894

(b) See the Consolidated Financial Statements of the Company, which appear on page F-1 herein.

~~The~~(c) ~~accompanying~~No ~~footnotes~~financial statement schedules are anprovided ~~integral~~because ~~part~~the ofinformation ~~these~~ called for is not required or is shown either in the financial statements. or the notes thereto.

~~F-5~~Item 17. UNDERTAKINGS

~~MOBILE~~The ~~GLOBAL~~undersigned ~~ESPORTS~~registrant hereby ~~INC.~~undertakes:

~~STATEMENT~~(1) OFTo ~~CASH~~file, ~~FLOWS~~during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

~~For~~(i) ~~the~~To ~~Period~~include ~~From~~any ~~Inception~~prospectus required ~~(March~~by ~~11,~~section ~~2021~~10(a)(3) toof ~~August 31,~~the ~~2021~~Securities Act;

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(28,930	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Accounts payable		3,750
Net cash used in operating activities		(25,180	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the sale of common stock		339,824
Net cash provided by financing activities		339,824
NET INCREASE IN CASH AND CASH EQUIVALENTS		314,644
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		-
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	314,644
CASH PAID FOR:
Interest	$	-
Income taxes	$	-

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

~~The~~(iii) ~~accompanying~~To ~~footnotes~~include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are anincorporated ~~integral~~by ~~part~~reference in the registration statement, or is contained in a form of ~~these~~prospectus filed pursuant to Rule ~~financial~~424(b) ~~statements~~that is part of the registration statement.

F(2) That, for the purpose of determining any liability under the Securities Act, each such post-6effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

~~Note~~(3) To remove from registration 1by means of a post-effective ~~Organization~~amendment ~~and~~any ~~Basis~~of the securities being registered which remain unsold at the termination of ~~Presentation~~the offering.

~~Organization~~(4) That, for the purpose of determining liability under the Securities Act to any purchaser:

Mobile Global Esports Inc. (the “Company”) was incorporated on March 11, 2021 under the laws of the State of Delaware. The Company was originally named Elite Esports, Inc. but changed its name to Mobile Global Esports Inc. on April 21, 2021. The Company has been assigned certain limited rights to commercialize university esports events for approximately 73 universities in India who are held under contract by Sports Industry of India Inc.. The unique advantage of esports is that the events can be virtual, and virtual events bypass any CovidII-~~19 restrictions on in-person events.~~3

~~Basis~~(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of ~~Presentation~~the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

~~The~~(B) Each prospectus required ~~accompanying~~to ~~financial~~be ~~statements~~filed ~~were~~pursuant ~~prepared~~to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in ~~conformity~~reliance ~~with~~on ~~accounting~~Rule ~~principles~~430B ~~generally~~relating ~~accepted~~to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the ~~United~~registration ~~States~~statement as of ~~America~~the earlier of the date such form of prospectus is ~~(“U~~first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus.S As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. ~~GAAP”)~~Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

~~Coronavirus~~(5) That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursu

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