DEFM14A 1 mkgi-defm14a_030321.htm DEFINITIVE PROXY STATEMENT

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

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934


Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:
☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material under §240.14a-12

MONAKER GROUP, INC.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):

☐	No fee required.

☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
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☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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	(2)	Form, Schedule or Registration Statement No.:
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March 4, 2021

To the Stockholders of Monaker Group, Inc.:

We are pleased to provide you notice of, and to invite you to attend, a Special Meeting of the stockholders of Monaker Group, Inc., a Nevada corporation (“Monaker”, the “Company”, “we” and “us”), which will be held on April 7, 2021 at 9 a.m., eastern standard time (subject to postponement(s) or adjournment(s) thereof). The meeting will be held virtually via live audio webcast at https://agm.issuerdirect.com/mkgi (please note this link is case sensitive). See also “Instructions For The Virtual Special Meeting”, beginning on page 21. This is an important meeting that affects your investment in Monaker.

On July 23, 2020, we entered into (a) a Share Exchange Agreement (as amended from time to time, the “HotPlay exchange agreement”) with HotPlay Enterprise Limited (“HotPlay”) and the stockholders of HotPlay (the “HotPlay stockholders”); and (b) a Share Exchange with certain stockholders holding shares of Axion Ventures, Inc. (“Axion” and the “Axion stockholders”) and certain debt holders holding debt of Axion (the “Axion creditors”), each dated as of July 21, 2020.

On November 12, 2020, Monaker, Axion, the Axion stockholders and Axion creditors entered into an Amended and Restated Share Exchange Agreement (as amended and restated from time to time, the “Axion exchange agreement” and the transactions contemplated thereby, the “Axion share exchange”, and collectively with the HotPlay exchange agreement, the “exchange agreements” and the transactions contemplated therein, the “share exchanges”). Pursuant to the Axion exchange agreement which closed on November 16, 2020, (a) the Axion stockholders (including Cern One Limited (“Cern One”)), exchanged ordinary shares of Axion equal to 33.85% of the outstanding common shares of Axion, in consideration for 10,000,000 shares of newly designated shares of Series B Convertible Preferred Stock of the Company (the “Series B Preferred Stock”), which are automatically convertible into common shares of the Company upon the occurrence of certain events, including the approval of such issuances by the stockholders of the Company at the Special Meeting, into an aggregate of 7,417,700 shares of Monaker common stock; and (b) the Axion creditors exchanged debt of Axion in the aggregate amount of $7,657,024, for (i) 3,828,500 shares of newly designated shares of Series C Convertible Preferred Stock of the Company (the “Series C Preferred Stock”), which are automatically convertible into common shares of the Company upon the occurrence of certain events, including the approval of such issuances by the stockholders of the Company at the Special Meeting, on a one-for-one basis; and (ii) a warrant, granted to Cern One, to purchase 1,914,250 shares of the Company’s common stock (the “creditor warrants”), which is only exercisable upon the occurrence of certain events, including the approval of such issuance by the stockholders of the Company at the Special Meeting. The automatic issuance of shares of common stock of Monaker upon the conversion of the Series B Preferred Stock and Series C Preferred Stock, on the Approval Date (defined and discussed below under “Description of Monaker Capital Stock—Series B Convertible Preferred Stock”, beginning on page 287) is defined herein as the “Axion preferred conversion.” The 52,000,000 shares of common stock issuable to the HotPlay Stockholders and the shares of common stock issuable upon conversion of the Series B Preferred and Series C Preferred Stock, as discussed above, are subject to adjustment in connection with any reverse stock split implemented prior to the closing of the HotPlay share exchange, and the creditor warrants, including the number of shares issuable upon exercise thereof, and the exercise price thereof, are subject to adjustment in connection with any stock split (forward or reverse) implemented prior to or after the closing.

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Although the transactions contemplated by the Axion share exchange agreement have closed, the Company is required, under applicable rules of The NASDAQ Capital Market, to obtain stockholder approval for the issuance of shares of common stock issuable upon conversion of Series B Preferred Stock and Series C Preferred Stock and upon exercise of the creditor warrants, before such shares of common stock can be issued by the Company. Additionally, although the Axion share exchange closed on November 16, 2020, the Company has yet to formally complete the transfer of the ownership of the Axion shares into its name, and the Company may choose to not formally complete such transfer, but to instead obtain the contractual rights to vote and receive the economic rights to such shares, until such time as such shares can be formally transferred.

The HotPlay shares will total 52,000,000 shares of Monaker common stock, the Series B Preferred Stock is convertible into 7,417,700 shares of Monaker common stock, the Series C Preferred Stock will convert into 3,828,500 shares of common stock of the Company and the creditor warrants (subject to the vesting terms thereof) will be exercisable for 1,914,250 shares of common stock of the Company. The 52,000,000 shares of common stock issuable to the HotPlay Stockholders and the shares of common stock issuable upon conversion of the Series B Preferred and Series C Preferred Stock, as discussed above, is subject to adjustment in connection with any reverse stock split implemented prior to the closing of the HotPlay share exchange, and the creditor warrants, including the number of shares issuable upon exercise thereof, and the exercise price thereof, are subject to adjustment in connection with any stock split (forward or reverse) implemented prior to or after the closing.

Pursuant to the HotPlay exchange agreement, we agreed that, as a condition to closing, at closing, the Company’s board of directors would be comprised of nine members, four of which will be nominated by Red Anchor Trading Corporation, the largest HotPlay stockholder, which entity is controlled by Ms. Nithinan Boonyawattanapisut, who will become a director of the Company and co-Chief Executive Officer of the Company, following the closing, and her spouse, Mr. J. Todd Bonner, who will also become a member of the Board of Directors following the closing (“Red Anchor”), and two of which will be nominated by the current board of directors of Monaker, of which one of the four members nominated by Red Anchor is required to be independent and one of the two of such members nominated by the current board of directors is required to be independent and Red Anchor and Monaker are required to mutually agree on a seventh, eighth and ninth director who will each be independent, unless otherwise agreed by the parties.

As such, effective as of the closing of the HotPlay share exchange, (i) the officers of the combined company are expected to include Co-Chief Executive Officers (1) Mr. William Kerby (the Company’s current Chief Executive Officer) and (2) Ms. Nithinan Boonyawattanapisut who will also become a member of the Company’s board of directors (a director of HotPlay and of Red Anchor, and the spouse of Mr. J. Todd Bonner (who will become a director of the Company following the closing as discussed below)); Mr. Mark Vange (the Chief Technology Officer of HotPlay) as Chief Technology Officer of the Company; Mr. Sirapop ‘Kent’ Taepakdee (the Company’s current Chief Financial Officer), as Chief Financial Officer of the Company; and Mr. Timothy Sikora (the Company’s current Chief Operating Officer and Chief Information Officer), as Chief Operating Officer and Chief Information Officer of the Company; and (ii) the combined company’s board directors will be comprised of nine members:

(1)

Mr. J. Todd Bonner (who is the Chairman and a director of HotPlay and the spouse of Ms. Boonyawattanapisut);

(2)

Ms. Boonyawattanapisut;

(3)

Mr. Athid Nanthawaroon (who is a director of HotPlay and the Chief Executive Officer and director of Tree Roots); and

(4)

Mr. Komson Kaewkham (who is a Senior Vice President with DTGO Corporation Limited),

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who have been designated by Red Anchor and the Axion stockholders, and of whom Mr. Komson Kaewkham is anticipated to be ‘independent’;

(5)

Mr. Donald P. Monaco, the current Chairman of the Company; and

(6)

Mr. Kerby, the current Chief Executive Officer (who will become a Co-Chief Executive Officer following the closing),

who are both current members of the board of directors of Monaker (and were nominated by the board of directors), and of which Mr. Donald P. Monaco will be ‘independent’ under applicable NASDAQ rules; and

(7)

Mr. Simon Orange, a current member of the Board of the Company, who has been agreed to mutually by Red Anchor and the Monaker board of directors, and who is ‘independent’;

(8)

Mr. Yoshihiro Obata, who has been agreed to mutually by Red Anchor and the Monaker board of directors, and who is ‘independent’; and

(9)

Ms. Stacey Riddell, who has been agreed to mutually by Red Anchor and the Monaker board of directors, and who is ‘independent’.

In the above discussion, ‘independent’ means meeting the independence requirements of the Securities and Exchange Commission, or SEC, and The NASDAQ Stock Market, or NASDAQ. The resignations from Monaker’s board of directors of each of Mr. Pasquale “Pat” LaVecchia, Mr. Doug Checkeris, Mr. Rupert Duchesne, Mr. Robert “Jamie” Mendola, Jr. and Ms. Alexandra C. Zubko, will be effective as of the effective time of the HotPlay share exchange. Biographical information for each of the newly appointed officers of the Company and members of the board of directors of the Company following the closing, are included below under “Management Following the HotPlay Share Exchange—Executive Officers and Directors”, beginning on page 259. Following the HotPlay share exchange, the headquarters of Monaker will continue to be located in Weston, Florida.

Shares of Monaker common stock are currently listed on The NASDAQ Capital Market under the symbol “MKGI.” A required condition of closing the HotPlay exchange agreement is that Monaker must file an initial listing application with NASDAQ relating to the combined company, pursuant to NASDAQ’s “change of control” rules, which has been filed, but not approved, to date. After completion of the HotPlay share exchange, Monaker will be renamed “Nextplay Technologies, Inc.” and expects to trade on The NASDAQ Global Market or The NASDAQ Capital Market under the symbol “NXTP.” On February 26, 2021, the closing sale price of Monaker’s common stock was $2.90 per share.

As part of the Special Meeting, Monaker will be seeking the stockholder approvals necessary to complete the HotPlay share exchange and related matters and to approve the issuance of shares of common stock issuable upon conversion of the Series B Preferred Stock and Series C Preferred Stock, and upon exercise of the creditor warrants, each of which securities were issued pursuant to the Axion exchange agreement which closed on November 16, 2020. At the Special Meeting, Monaker will ask its stockholders to, among other things:

1. Consider and vote upon a proposal to approve the issuance of shares of our common stock pursuant to the terms of the HotPlay exchange agreement, in an amount necessary to complete the HotPlay exchange, the HotPlay exchange agreement, and the other transactions contemplated by the HotPlay exchange agreement, a copy of which is attached as Annex A to the accompanying proxy statement (the “HotPlay share issuance proposal”).

2. Consider and vote upon a proposal to approve the issuance of shares of our common stock upon conversion of the Series B Preferred Stock and Series C Preferred Stock, and upon exercise of the creditor warrants, each previously issued pursuant to the terms of the Axion exchange agreement, and to ratify the Axion exchange agreement and the other transactions contemplated by the Axion exchange agreement, a copy of which Axion exchange agreement is attached as Annex B, a copy of which certificate of designation of the Series B Preferred Stock is attached as Annex C, a copy of which certificate of designation of the Series C Preferred Stock is attached as Annex D, and a copy of which creditor warrants are attached as Annex E, to the accompanying proxy statement (the “Axion share issuance proposal”).

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3. Consider and vote upon a proposal to approve and authorize the board of directors of the Company to file a Certificate of Amendment to the Company’s Articles of Incorporation (the “name change amendment” and the “name change”), to effect a name change of the Company to “Nextplay Technologies, Inc.”, in the form attached as Annex G to the accompanying proxy statement (the “name change proposal”).

4. Consider and vote upon a proposal to authorize the board of directors of the Company to approve and file a Certificate of Amendment to the Company’s Articles of Incorporation (the “reverse split amendment”), to affect a reverse stock split of the Company’s outstanding common stock in a ratio of between and including one-for-one and one-for-five (the “reverse stock split”), in their sole discretion, as mutually agreed to between the Company and HotPlay, prior to the effectiveness of the HotPlay share exchange, in the form attached as Annex H to the accompanying proxy statement (the “reverse split proposal”).

5. Consider and vote upon a proposal to adopt our 2021 Equity Incentive Plan in the form attached as Annex I to the accompanying proxy statement and the material terms thereof (the “equity plan proposal”).

6. Consider and vote upon any proposal to authorize our board of directors, in its discretion, to adjourn the Special Meeting to another place, or a later date or dates, if necessary or appropriate, to solicit additional proxies in favor of the proposals listed above at the time of the Special Meeting (the “adjournment proposal”).

After careful consideration, by unanimous approval of all directors participating in the vote, Monaker’s board of directors has determined that the HotPlay share exchange, and the issuance of the shares of common stock of Monaker upon conversion of the Series B Preferred Stock and Series C Preferred Stock and upon exercise of the creditor warrants, are fair to, and in the best interests of, Monaker and its stockholders, has approved the HotPlay share exchange, and the issuance of the shares of common stock of Monaker upon conversion of the Series B Preferred Stock and Series C Preferred Stock and upon exercise of the creditor warrants, the Axion share exchange, the issuance of shares of Monaker common stock to the HotPlay stockholders, Axion stockholders and Axion creditors, pursuant to the terms of the share exchange agreements, the preferred stock and creditor warrants, the change of control of Monaker, and the other actions contemplated by the share exchange agreements, and has determined to recommend that the Monaker stockholders vote to approve the same. Accordingly, the members of Monaker’s board of directors unanimously recommend that Monaker’s stockholders vote “FOR” Proposal Nos. 1 through 6, each as described above.

More information about Monaker, HotPlay, Axion and the proposed transactions is contained in the accompanying proxy statement. Monaker urges you to read the accompanying proxy statement carefully and in its entirety. IN PARTICULAR, YOU SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER “RISK FACTORS” BEGINNING ON PAGE 39.

We do not expect to transact any other business at the Special Meeting. Our board of directors has fixed the close of business on February 26, 2021 as the record date for determining those stockholders entitled to vote at the Special Meeting and any adjournment or postponement thereof. Accordingly, only stockholders of record at the close of business on that date are entitled to notice of, and to vote at, the Special Meeting. A complete list of our stockholders will be available for examination at our offices in Weston, Florida, during ordinary business hours for a period of 10 days prior to the Special Meeting.

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We cordially invite you to attend the Special Meeting. However, to ensure your representation at the Special Meeting, please authorize the individuals named on your proxy card to vote your shares by calling the toll-free telephone number, faxing your proxy card, or by using the Internet as described in the instructions included with your proxy card or voting instruction card. Alternatively, if you received a paper copy of the proxy card by mail, please complete, date, sign, and promptly return the proxy card. This will not prevent you from voting at the meeting, but will help to secure a quorum and avoid added solicitation costs. If your shares are held in “street name” by your broker or other nominees, only that holder can vote your shares and the vote cannot be cast unless you provide instructions to your broker. You should follow the directions provided by your broker regarding how to instruct your broker to vote your shares. Your proxy may be revoked at any time before it is voted. Please review the proxy statement accompanying this notice for more complete information regarding the matters to be voted on at the meeting.

The enclosed proxy statement, which is first being mailed to stockholders on or around March 5, 2021, is also available at https://www.iproxydirect.com/MKGI (please note this link is case sensitive). Stockholders may also request a copy of the proxy statement by contacting our main office at (954) 888-9779.

Even if you plan to attend the Special Meeting, we request that you submit a proxy by following the instructions on your proxy card as soon as possible and thus ensure that your shares will be represented at the Special Meeting if you are unable to attend.

Monaker is excited about the opportunities the HotPlay exchange agreement and the previously completed Axion exchange agreement bring to its stockholders. Thank you for your consideration and continued support.

By Order of the Board of Directors

Donald P. Monaco

Chairman

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this proxy statement. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated March 4, 2021, and is first being mailed to Monaker stockholders on or about March 5, 2021.

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1560 Sawgrass Corporate Parkway, Suite 130
Sunrise, Florida 33323

March 4, 2021

NOTICE OF SPECIAL MEETING OF MONAKER STOCKHOLDERS
TO BE HELD ON APRIL 7, 2021

To the Stockholders of Monaker Group, Inc.:

Time:	9 am ET

Date:	April 7, 2021 (subject to postponement(s) or adjournment(s) thereof)

Place:	Virtually via live audio webcast at https://agm.issuerdirect.com/mkgi (please note this link is case sensitive)

Proposals:

Consider and vote upon a proposal to approve the issuance of shares of our common stock pursuant to the terms of the HotPlay exchange agreement, in an amount necessary to complete the HotPlay exchange, the HotPlay exchange agreement and the other transactions contemplated by the HotPlay exchange agreement, a copy of which is attached as Annex A hereto (the “HotPlay share issuance proposal”).

Consider and vote upon a proposal to approve the issuance of shares of our common stock upon conversion of the Series B Preferred Stock and Series C Preferred Stock, and upon exercise of the creditor warrant, each previously issued pursuant to the terms of the Axion exchange agreement, and to ratify the Axion exchange agreement and the other transactions contemplated by the Axion exchange agreement, a copy of which Axion exchange agreement is attached as Annex B, a copy of which certificate of designation of the Series B Preferred Stock is attached as Annex C, a copy of which certificate of designation of the Series C Preferred Stock is attached as Annex D, and a copy of which creditor warrants are attached as Annex E, hereto (the “Axion share issuance proposal”).

Consider and vote upon a proposal to approve and authorize the board of directors of the Company to file a Certificate of Amendment to the Company’s Articles of Incorporation (the “name change amendment”), to affect a name change of the Company to “Nextplay Technologies, Inc.”, in the form attached as Annex G hereto (the “name change proposal”).

Consider and vote upon a proposal to authorize the board of directors of the Company to approve and file a Certificate of Amendment to the Company’s Articles of Incorporation (the “reverse split amendment”), to affect a reverse stock split of the Company’s outstanding common stock in a ratio of between and including one-for-one and one-for-five (the “reverse stock split”), in their sole discretion, as mutually agreed to between the Company and HotPlay, prior to the effectiveness of the HotPlay Share Exchange, in the form attached as Annex H hereto (the “reverse split proposal”).

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Consider and vote upon a proposal to approve and adopt our 2021 Equity Incentive Plan in the form attached as Annex I hereto and the material terms thereof (the “equity plan proposal”).

Consider and vote upon a proposal to consider and vote on any proposal to authorize our board of directors, in its discretion, to adjourn the Special Meeting to another place, or a later date or dates, if necessary or appropriate, to solicit additional proxies in favor of the proposals listed above at the time of the Special Meeting (the “adjournment proposal”).

Record Date:

The board of directors has fixed the close of business on February 26, 2021, as the record date for determining stockholders entitled to notice of and to vote at the Special Meeting. Only holders of record of shares of Monaker common stock at the close of business on the record date are entitled to notice of, and to vote at, the Special Meeting. At the close of business on the record date, Monaker had 18,765,839 shares of common stock outstanding and entitled to vote. The Company also had 10,000,000 outstanding shares of Series B Preferred Stock and 3,828,500 outstanding shares of Series C Preferred Stock, neither of which are eligible to vote at the Special Meeting.

Even if you plan to attend the Special Meeting, Monaker requests that you please sign and return the enclosed proxy to ensure that your shares will be represented at the Special Meeting if you are unable to attend. You may change or revoke your proxy at any time before it is voted at the meeting.

THE MONAKER BOARD OF DIRECTORS HAS DETERMINED AND BELIEVES THAT EACH OF THE PROPOSALS OUTLINED ABOVE IS ADVISABLE TO, AND IN THE BEST INTERESTS OF, MONAKER AND ITS STOCKHOLDERS AND HAS APPROVED EACH PROPOSAL. THE MONAKER BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT MONAKER STOCKHOLDERS VOTE “FOR” PROPOSAL NOS. 1 THROUGH 6.


		By Order of the Monaker Board of Directors,

		Donald P. Monaco Chairman Weston, Florida March 4, 2021

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TABLE OF CONTENTS

REFERENCES TO ADDITIONAL INFORMATION	1
QUESTIONS AND ANSWERS ABOUT THE SHARE EXCHANGES	1
INSTRUCTIONS FOR THE VIRTUAL SPECIAL MEETING	21
SUMMARY	22
The Companies	22
The Share Exchanges	23
Reasons for the Share Exchanges	30
Opinion of Lehrer as Monaker’s Financial Advisor	30
Overview of the Share Exchanges	30
HotPlay Convertible Notes	32
Subsidiary Formation and Funding Agreement	33
NextTrip Group Formation and Operating Agreement	33
Director Voting Agreement	34
Management Following the HotPlay Share Exchange	34
Interests of Certain Directors, Officers and Affiliates of Monaker	35
Material U.S. Federal Income Tax Consequences of the Share Exchanges	36
Risk Factors	36
Regulatory Approvals	37
NASDAQ Stock Market Listing	37
Anticipated Accounting Treatment	37
Appraisal Rights and Dissenters’ Rights	38
MARKET PRICE AND DIVIDEND INFORMATION	38
RISK FACTORS	39
Risk Factor Summary	39
Risks Related to the HotPlay Share Exchange and Axion Preferred Conversion	40
Risks Related to the Proposed Reverse Stock Split	50
Risks Related to Monaker’s Operations, Business and Industry	51
Risks Relating to Longroot Thailand	73
Risks Related to Monaker’s Common Stock	75
Risks Related to HotPlay’s and Axion’s Business	80
Risks Related to HotPlay’s and Axion’s Intellectual Property	90
Regulatory Risks Relating to HotPlay and Axion’s Operations	93
Risks Related to the Combined Company	100
FORWARD-LOOKING STATEMENTS	102
THE SPECIAL MEETING OF MONAKER STOCKHOLDERS	103
Date, Time and Place	103
Purposes of the Special Meeting	103
Recommendation of the Monaker Board of Directors	104
Record Date and Shares Entitled to Vote	105
Voting and Revocation of Proxies	105
Voting Process	106
Revocability of Proxies	106
Attendance at the Special Meeting	106
Conduct at the Meeting	106
Quorum	107
Voting Requirements for Each Proposals; Broker Discretionary Voting and Effect of Abstentions	107
Board of Directors Voting Recommendations	108
Mailing Costs and Solicitation of Proxies	109

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Inspector of Voting	109
Stockholders Entitled to Vote at the Meeting	109
Voting Instructions	109
Confidential Voting	109
Stockholder of Record and Shares Held in Brokerage Accounts	109
Multiple Stockholders Sharing the Same Address	110
Voting Results	110
Other Matters	110
THE SHARE EXCHANGES	110
Background of the Share Exchanges	110
Reasons for the Share Exchanges	123
Opinion of Lehrer as Monaker’s Financial Advisor	128
Kingswood	133
Interests of the Monaker Directors and Executive Officers in the Share Exchanges	134
Management Following the HotPlay Share Exchange	137
Change of Control Event Under our 2017 Stock Plan	138
Indemnification of Parties to the Share Exchanges	138
Limitations of Liability and Indemnification of the Monaker Officers and Directors	139
Stock Options	140
Form of the Share Exchanges	140
Exchange Consideration and Adjustment	140
Effective Time of the HotPlay Share Exchange and Axion Preferred Conversion	141
Regulatory Approvals	142
Appraisal Rights	142
Expenses, Fees and Costs	142
Tax Treatment of the Share Exchanges	142
NASDAQ Stock Market Listing	142
Anticipated Accounting Treatment	143
THE HOTPLAY EXCHANGE AGREEMENT	143
General	143
Structure	144
Completion and Effectiveness of the HotPlay Share Exchange	144
Exchange Consideration	144
Monaker Common Stock, Warrants and Options	145
Fractional Shares	145
Representations and Warranties	145
Covenants; Conduct of Business Pending the Closing	147
No Solicitation	149
Disclosure Documents	150
Meeting of Monaker’s Stockholders	151
Regulatory Approvals	151
Indemnification of the Parties	151
HotPlay and Axion Related Parties Relationships	152
Additional Agreements	152
HotPlay Requirement to Provide Funding Advances	153
HotPlay Requirement to Complete HotPlay Thailand Acquisition	155
NASDAQ Stock Market Listing	155
Directors and Officers of Monaker Following the HotPlay Share Exchange	156
Conditions to Completion of the HotPlay Share Exchange	156
Termination of the HotPlay Share Exchange	160
Amendment	161
Expenses	161
Governing Law	161
Specific Performance	161

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THE AXION EXCHANGE AGREEMENT	161
General	161
Structure	162
Completion and Effectiveness of the Axion Share Exchange	163
Exchange Consideration	163
Monaker Stock, Warrants and Options	164
Fractional Shares	165
Representations and Warranties	165
Disclosure Documents	166
Meeting of Monaker’s Stockholders	167
Regulatory Approvals	167
Indemnification of the Parties	168
Amendment	168
Expenses	168
Governing Law	168
Specific Performance	168
AGREEMENTS RELATED TO THE HOTPLAY SHARE EXCHANGE	169
HotPlay Convertible Notes	169
Subsidiary Formation and Funding Agreement	170
NextTrip Group Operating Agreement	172
Director Voting Agreement	173
MONAKER DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	173
The Board of Directors	173
Anticipated Change in Members of the Board of Directors at Closing	177
Corporate Governance	178
Board Leadership Structure	178
Risk Oversight	178
Family Relationships	178
Arrangements Between Officers and Directors	178
Other Directorships	179
Involvement in Certain Legal Proceedings	179
Board of Directors Meetings	179
Director Independence	179
Committees of The Board	180
Board Committee Membership	180
Audit Committee	180
Compensation Committee	181
Compensation Committee Interlocks and Insider Participation	182
Nominating and Governance Committee	182
Stockholder Communications with the Board of Directors	183
Executive Sessions of the Board of Directors	183
Code of Ethics	183
Whistleblower Protection Policy	184
Policy on Equity Ownership	184
Policy Against Hedging	184
Compensation Recovery	184
Executive Officers	184
Changes in Executive Officers Following the HotPlay Share Exchange	185
MONAKER EXECUTIVE OFFICER AND DIRECTOR COMPENSATION	186
Summary Executive Compensation Table	186
Employment and Compensation Agreements	188
Director Compensation	192

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Director Compensation Policy	192
Equity Compensation Plan Information	192
MATTERS BEING SUBMITTED TO A VOTE OF MONAKER STOCKHOLDERS	193
PROPOSAL NO. 1: APPROVAL OF THE HOTPLAY SHARE EXCHANGE AND THE ISSUANCE OF COMMON STOCK PURSUANT TO THE HOTPLAY EXCHANGE AGREEMENT	193
General	193
Vote Required	194
Recommendation of Monaker Board of Directors	194
PROPOSAL NO. 2: RATIFICATION OF THE AXION SHARE EXCHANGE AND APPROVAL OF THE SHARES OF COMMON STOCK UPON THE CONVERSION OF THE SERIES B SHARES AND SERIES C SHARES AND UPON EXERCISE OF THE CREDITOR WARRANTS	195
General	195
Vote Required	196
Recommendation of Monaker Board of Directors	196
PROPOSAL NO. 3: APPROVAL OF THE FILING OF ARTICLES OF AMENDMENT TO MONAKER’S ARTICLES OF INCORPORATION TO AFFECT A NAME CHANGE TO “NEXTPLAY TECHNOLOGIES, INC.”	196
General	196
Vote Required	197
Recommendation of Monaker Board of Directors	197
PROPOSAL NO. 4: APPROVAL OF THE AMENDMENT TO THE ARTICLES OF INCORPORATION OF MONAKER TO AFFECT A REVERSE STOCK SPLIT	197
General	197
Purpose of the Reverse Stock Split	198
Monaker Board of Directors Discretion to Implement the Reverse Stock Split	199
Effect of the Reverse Stock Split	199
Pro Forma Effects of a Range of Proposed Reverse Stock Splits	200
Fractional Shares	201
Effective Time of the Reverse Stock Split	201
Procedure for Effecting Reverse Stock Split and Exchange of Stock Certificates	202
No Going-Private Transaction	202
Accounting Matters	202
Appraisal Rights	202
Certain Risks Associated with the Reverse Stock Split	203
Potential Anti-Takeover Effect	203
Federal Income Tax Consequences of the Reverse Stock Split	203
Tax Consequences of the Reverse Stock Split	204
Vote Required	204
Recommendation of Monaker Board of Directors	204
PROPOSAL NO. 5: APPROVAL AND ADOPTION OF THE 2021 EQUITY INCENTIVE STOCK PLAN AND THE MATERIAL TERMS THEREOF	205
General	205
Shares Available Under the 2021 Plan; Evergreen Provision	205
Administration	206
Eligibility	206
Option Terms	207
Terms of Restricted Stock Awards and Stock Awards	207
Terms of Performance Shares	208

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Tax Withholding Adjustments	209
Termination of Service	209
Duration; Termination of the 2021 Plan	209
Effect of Certain Corporate Events	209
Federal Income Tax Consequences	210
Modification of Awards under the 2021 Plan	211
Awards planned under the 2021 Plan	212
What vote is required to approve and adopt the 2021 Plan and the material terms thereof?	212
Recommendation of the Board of Directors	212
PROPOSAL NO. 6: APPROVAL OF POSSIBLE ADJOURNMENT OF THE SPECIAL MEETING	212
General	212
Vote Required	212
Recommendation of Monaker Board of Directors	213
MONAKER BUSINESS	213
Organizational History	213
Overview	213
Longroot Thailand Acquisition	218
Novel Coronavirus (COVID-19)	219
Recent Transactions	220
Sufficiency of Cash Flows	224
Competition	225
Seasonality	226
Research and Development	226
Technology and Infrastructure	226
Intellectual Property	227
Employees	228
Segments	228
Other Investments	229
Sources and Availability of Raw Materials and the Names of Principal Suppliers	232
Dependence on One or a Few Customers	232
Government Regulation	232
Other Regulations	233
Properties	233
HOTPLAY BUSINESS	234
HotPlay Enterprise Limited (BVI)	234
Organizational History	234
Overview	235
Industry Background	235
Detailed Business Description	236
Business Model	238
Competition	239
Sales and Marketing	240
Employees	240
Intellectual Property	240
Government Regulation	241
General Corporate Information	241
AXION BUSINESS	241
Overview	241

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MONAKER MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	242
Results of Operations for the Three Months Ended November 30, 2020 Compared to the Three Months Ended November 30, 2019	243
Results of Operations for the Nine Months Ended November 30, 2020 Compared to the Nine Months Ended November 30, 2019	244
Results of Operations for the Fiscal Year Ended February 29, 2020 Compared to the Fiscal Year Ended February 28, 2019	245
Liquidity and Capital Resources; Going Concern	246
Critical Accounting Policies and Estimates	248
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK OF MONAKER	253
HOTPLAY MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	254
Overview	254
Recent Developments	254
Basis of Presentation	255
Results of Operations For the Three Months Ended November 30, 2020	255
Results of Operations For the Period from March 6, 2020 (inception) through August 31, 2020	255
Cash Flows For the Three Months ended November 30, 2020	256
Cash Flows For the Period from March 6, 2020 (inception) through August 31, 2020	256
Liquidity and Capital Resources	257
MANAGEMENT FOLLOWING THE HOTPLAY SHARE EXCHANGE	259
Executive Officers and Directors	259
Terms of Office of Officers and Directors	263
Family Relationships	263
Employment Arrangements with Mr. Kerby, Mr. Taepakdee and Mr. Sikora and Certain Other Employees	264
RELATED PARTY TRANSACTIONS OF DIRECTORS, EXECUTIVE OFFICERS AND RELATED PARTIES OF THE COMBINED COMPANY	265
Monaker Transactions	266
HotPlay and HotPlay Thailand Transactions	271
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS	275
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET AS OF NOVEMBER 30, 2020	278
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED NOVEMBER 30, 2020*	281
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION	283
DESCRIPTION OF MONAKER CAPITAL STOCK	288
Description of Common Stock	288
Description of Preferred Stock	288
Series A Convertible Preferred Stock	289
Series B Convertible Preferred Stock	290
Series C Convertible Preferred Stock	291
Transfer Agent and Registrar	292
NASDAQ Capital Market	292
Anti-Takeover Provisions Under the Nevada Revised Statutes	292

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PRINCIPAL STOCKHOLDERS OF MONAKER	293
PRINCIPAL STOCKHOLDERS OF HOTPLAY	295
PRINCIPAL STOCKHOLDERS OF COMBINED COMPANY	296
WHERE YOU CAN FIND MORE INFORMATION	298
INDEX TO FINANCIAL STATEMENTS	299

ANNEXES

ANNEX A	-	Share Exchange Agreement by and among Monaker Group, Inc., HotPlay Enterprise Limited and the Stockholders of HotPlay Enterprise Limited, dated as of July 21, 2020; the First Amendment thereto dated October 23, 2020 and effective as of October 28, 2020; the Second Amendment thereto dated and effective November 12, 2020; and the Third Amendment thereto dated and effective January 6, 2021

ANNEX B	-	Amended and Restated Share Exchange Agreement by and among Monaker Group, Inc. and the Stockholders Holding Shares or Debt of Axion Ventures, Inc., dated as of November 12, 2020; and the First Amendment thereto dated and effective January 6, 2021

ANNEX C	-	Amended and Restated Certificate of Designation of Monaker Group, Inc. Establishing the Designation, Preferences, Limitations and Relative Rights of Its Series B Convertible Preferred Stock as filed with the Secretary of State of Nevada on January 8, 2021

ANNEX D	-	Certificate of Designation of Monaker Group, Inc. Establishing the Designation, Preferences, Limitations and Relative Rights of Its Series C Convertible Preferred Stock as filed with the Secretary of State of Nevada on November 13, 2020

ANNEX E	-	Common Stock Purchase Warrant dated November 16, 2020 (exercisable upon certain events for 1,914,250 shares of common stock and granted to Cern One Limited)

ANNEX F	-	Opinion of Lehrer Financial & Economic Advisory Services

ANNEX G	-	Form of Certificate of Amendment to the Company’s Articles of Incorporation to affect a name change of the Company to “Nextplay Technologies, Inc.”

ANNEX H	-	Form of Certificate of Amendment to the Company’s Articles of Incorporation to affect a reverse stock split of the Company’s outstanding common stock in a ratio of between and including one-for-one and one-for-five

ANNEX I	-	2021 Equity Incentive Plan of the Company

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MONAKER GROUP, INC.
PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS

ABOUT THIS DOCUMENT

Monaker Group, Inc., which we refer to herein as the “Company,” “Monaker,” “we,” “our,” or “us,” is providing these proxy materials in connection with the solicitation by our board of directors of proxies to be voted at our Special Meeting of stockholders to be held at 9 am, eastern standard time, on April 7, 2021, or at any adjournment or postponement thereof. The meeting will be held virtually via live audio webcast at https://agm.issuerdirect.com/mkgi (please note this link is case sensitive). See also “Instructions For The Virtual Special Meeting”, beginning on page 21. This proxy statement and the enclosed proxy card will be mailed to each stockholder entitled to notice of, and to vote at, the Special Meeting commencing on or about March 5, 2021.

You should rely only on the information contained in or incorporated by reference into this proxy statement. No one has been authorized to provide you with information that is different from that contained in or incorporated by reference into this proxy statement. This proxy statement is dated March 4, 2021. You should not assume that the information contained in this proxy statement is accurate as of any other date, nor should you assume that the information incorporated by reference into this proxy statement is accurate as of any date other than the date of such incorporated document. The mailing of this proxy statement to our stockholders will not create any implication to the contrary.

Except where specifically noted, the following information and all other information contained in this proxy statement does not give effect to the proposed reverse stock split described in Proposal No. 4, beginning on page 197 in this proxy statement.

This proxy statement does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

REFERENCES TO ADDITIONAL INFORMATION

You may also request a copy of this proxy statement from Issuer Direct Corporation, Monaker’s proxy agent, at the following address and telephone number:

Issuer Direct Corporation
(919) 481-4000, or 1-866-752-VOTE (8683)

For additional details about where you can find information about Monaker, please see the section entitled “Where You Can Find More Information” in this proxy statement.

QUESTIONS AND ANSWERS ABOUT THE SHARE EXCHANGES

The following are some questions that you may have about the share exchanges, and the Special Meeting, and brief answers to those questions. We urge you to read carefully the remainder of this proxy statement because the information in this section does not provide all of the information that might be important to you with respect to the share exchanges or the Special Meeting.

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In this proxy statement, unless the context otherwise requires:

●

“Adjournment proposal” refers to the proposal to adjourn the Monaker Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Monaker Special Meeting to approve the required proposals, or to ensure that any supplement or amendment to this proxy statement is timely provided to Monaker stockholders.

●

“Axion creditors” mean Red Anchor, Cern One, Nithinan Boonyawattanapisut, an individual, and J. Todd Bonner, an individual.

●

“Axion debt” means $7,657,024 in promissory notes issued by, or other debt owed by, Axion to the Axion creditors, which debt was acquired by Monaker pursuant to the Closing of the Axion exchange agreement, which closed on November 16, 2020.

●

“Axion exchange agreement” means the Amended and Restated Share Exchange Agreement dated November 12, 2020, by and among Monaker and the Axion stockholders and Axion creditors, as amended by the First Amendment thereto dated January 6, 2021, as it may be further amended from time to time in accordance with its terms, a copy of which is attached hereto as Annex B.

●

“Axion Monaker shares” means 7,417,700 shares of Monaker common stock.

●

“Axion preferred conversion” means the automatic issuance of shares of common stock of Monaker upon the conversion of the Series B Preferred Stock and Series C Preferred Stock, on the Approval Date (defined and discussed below under “Description of Monaker Capital Stock—Series B Convertible Preferred Stock”, beginning on page 287).

●

“Axion share issuance proposal” refers to the proposal that Monaker stockholders ratify the Axion share exchange, approve the issuance of shares of Monaker common stock upon the conversion of the Series B Preferred Stock and Series C Preferred Stock, and upon the exercise of the creditor warrants, and approve the other transactions contemplated by the Axion exchange agreement.

●

“Axion shares” refers to the common shares of Axion.

●

“Axion stockholders” means Uniq Ventures, Uniq Other Vendors (only prior to January 6, 2021, when the Axion share exchange was amended to remove Uniq Other Vendors as an Axion stockholder), Cern One, CC Asia Pacific Ventures Ltd., and Michael Bonner, an individual.

●

“Axion” means Axion Ventures, Inc., a British Columbia corporation.

●

“Cern One” means Cern One Limited, a British Virgin Islands limited liability company.

●

“Closing” means the closing of the transactions contemplated by the HotPlay exchange agreement.

●

“Code” refers to the Internal Revenue Code of 1986, as amended.

●

“Combined company board” refers to the board of directors of the combined company following the HotPlay exchange agreement.

●

“Combined company” refers to Monaker following the HotPlay exchange agreement, including in its capacity as the parent company of HotPlay.

●

“Commission” refers to the U.S. Securities and Exchange Commission.

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“Creditor warrants” means warrants to purchase 1,914,250 shares of common stock of Monaker issued upon closing of the Axion share exchange, at an exercise price of $2.00 per share, which warrants were granted to Cern One in connection with the closing of the Axion exchange agreement on November 16, 2020.

●

“Debt shares” means the 3,828,500 shares of Monaker common stock issuable upon conversion of the Series C Preferred Stock issued to the Axion creditors at the closing of the Axion share exchange.

●

“Effective time” refers to the effective time of the HotPlay exchange agreement.

●

“Equity plan proposal” refers to the proposal for the Monaker stockholders to approve Monaker’s 2021 Equity Incentive Plan in the form attached as Annex I and the material terms thereof.

●

“Exchange Act” refers to the Securities Exchange Act of 1934, as amended.

●

“Exchange agreements” means the HotPlay exchange agreement and Axion exchange agreement.

●

“FYE” means fiscal year-end.

●

“HotPlay exchange agreement” refers to the Share Exchange Agreement, dated as of July 23, 2020, by and among Monaker, HotPlay and the HotPlay stockholders, as amended by the first amendment thereto dated October 23, 2020, and entered into by the parties on October 28, 2020, the second amendment thereto dated November 12, 2020, the third amendment thereto dated January 6, 2021, and the fourth amendment thereto dated February 22, 2021, as it may be further amended from time to time in accordance with its terms, a copy of which is attached hereto as Annex A.

●

“HotPlay exchange ratio” means the ratio of shares of Monaker common stock issuable for each 1 outstanding share of HotPlay, which will equal the HotPlay Monaker shares divided by the total number of HotPlay shares outstanding at closing.

●

“HotPlay Monaker shares” means 52,000,000 shares of Monaker common stock, as adjusted for any reverse stock split effective after the date hereof.

●

“HotPlay share issuance proposal” refers to the proposal that Monaker stockholders approve the issuance of shares of Monaker common stock pursuant to the terms of the HotPlay exchange agreement, in an amount necessary to complete the HotPlay share exchange, the HotPlay share exchange, and the other transactions contemplated by the HotPlay exchange agreement.

●

“HotPlay shares” refers to the ordinary shares of HotPlay, $100 par value per share.

●

“HotPlay stockholder” refers to the stockholders of HotPlay who are party to the HotPlay exchange agreement.

●

“HotPlay” means HotPlay Enterprise Limited, a British Virgin Islands corporation.

●

“HotPlay Thailand” means HotPlay (Thailand) Company Limited, a private company organized under the laws of Thailand.

●

“HotPlay Thailand acquisition” means (i) the acquisition by HotPlay of 49% of the issued and outstanding shares of Class A stock of HotPlay Thailand; and (ii) amendment of HotPlay Thailand’s organizational documents, with the result that after such transactions, HotPlay will hold (i) not less than 90% of the voting, and (ii) 95% of the economic and liquidation rights, associated with HotPlay Thailand through a preferred share structure and will therefore effectively ‘control’ HotPlay Thailand, which has been completed to date.

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●

“HP Companies” mean HotPlay and HotPlay Thailand.

●

“Lehrer” refers to Lehrer Financial & Economic Advisory Services.

●

“Longroot” means Longroot, Inc., a Delaware corporation.

●

“Longroot Cayman” means Longroot Limited, a Cayman Islands company.

●

“Longroot Thailand” means Longroot Holding (Thailand) Company Limited, a limited company organized under the laws of Thailand.

●

“Monaker board” refers to the board of directors of Monaker.

●

“Monaker charter” means the Articles of Incorporation of Monaker as in effect as of the date of this proxy statement.

●

“Monaker common stock” refers to the common stock of Monaker, par value $0.00001 per share.

●

“Monaker stockholder” refers to one or more holders of Monaker common stock, as applicable.

●

“Monaker” refers to Monaker Group, Inc., a Nevada corporation.

●

“Name change” means the proposed change in Monaker’s name, pursuant to the name change proposal, and by filing the name change amendment to “Nextplay Technologies, Inc.”.

●

“Name change amendment” means a certificate of amendment to the Monaker charter to change the name of Monaker to “Nextplay Technologies, Inc.”, in the form of Annex G hereto.

●

“Name change proposal” refers to the proposal that Monaker stockholders approve the filing of the name change amendment with the Secretary of State of Nevada to affect a name change of Monaker to “Nextplay Technologies, Inc.”.

●

“NASDAQ” refers to The NASDAQ Capital Market.

●

“NextTrip” refers to NextTrip Group, LLC, a newly formed Florida limited liability, which is wholly-owned by Monaker.

●

“NRS” refers to Chapters 78 and 92A of the Nevada Revised Statutes of the State of Nevada, as amended.

●

“PRC” means the Peoples Republic of China.

●

“Proposals” means the HotPlay share issuance proposal, Axion share issuance proposal, name change proposal, reverse split proposal, equity plan proposal, and adjournment proposal.

●

“Red Anchor” means Red Anchor Trading Corporation, a British Virgin Island corporation.

●

“Required proposals” means the HotPlay share issuance proposal, name change proposal, and reverse split proposal, provided that in the event that the HotPlay share issuance proposal and name change proposal are approved by the stockholders at the Special Meeting, but the reverse split proposal isn’t, the Board may choose to approve a reverse stock split without stockholder approval pursuant to Nevada law, which would result in a pro-rata decrease in not only the Company’s issued and outstanding shares of common stock, but also the Company’s authorized shares of common stock and provided further that in the event the board of directors determines that no reverse stock split is required, the approval of the reverse stock proposal will not be a condition to the closing.

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●

“Reverse split amendment” means the amendment of the Monaker charter to affect a reverse stock split of between and including one-for-one and one-for-five, in the discretion of the board of directors of Monaker, in the form of Annex H hereto.

●

“Reverse split proposal” means the proposal for the Monaker stockholders to authorize the board of directors of Monaker to approve the reverse stock split, prior to the effectiveness of the HotPlay share exchange.

●

“Reverse stock split” means a reverse stock split of Monaker’s outstanding common stock in a ratio of between and including one-for-one and one-for-five, as mutually agreed to between Monaker and HotPlay, to be approved by the board of directors of Monaker, in their sole discretion.

●

“SEC” refers to the U.S. Securities and Exchange Commission.

●

“Securities Act” refers to the Securities Act of 1933, as amended.

●

“Series B Preferred Stock” means the Series B Convertible Preferred Stock of Monaker which has those rights and preferences set forth in the Amended and Restated Certificate of Designations of the Series B Convertible Preferred Stock filed by Monaker with the Secretary of State of Nevada on January 8, 2021.

●

Series B Shares” means the 10,000,000 shares of Series B Preferred Stock issued to the Axion stockholders upon the closing of the Axion exchange agreement on November 16, 2020.

●

“Series C Preferred Stock” the Series C Convertible Preferred Stock of Monaker which has those rights and preferences set forth in the Certificate of Designations of the Series C Convertible Preferred Stock filed by Monaker with the Secretary of State of Nevada on November 13, 2020.

●

“Series C Shares” means the 3,828,500 shares of Series C Preferred Stock issued to the Axion stockholders upon the closing of the Axion exchange agreement on November 16, 2020.

●

“Share exchanges” refers to the exchange of 100% of the outstanding shares of HotPlay for shares of Monaker common stock pursuant to the HotPlay exchange agreement (which transaction is subject to approval by the stockholders of Monaker at the Special Meeting) and the exchange of 33.85% of the outstanding shares of Axion for shares of Monaker’s Series B Preferred Stock and Series C Preferred Stock, and the creditor warrants (which transaction (other than the acquisition of the Axion shares, which is still pending) closed on November 16, 2020), each on the terms and subject to the conditions of the exchange agreements.

●

“Special Meeting” refers to the Special Meeting of Monaker stockholders to consider and vote upon the proposals, and related matters, including any adjournments or postponements thereof.

●

“THB” means Thai baht’s, the official currency of Thailand.

●

“T&B” means T&B Media Global (Thailand) Company Limited, one of the HotPlay stockholders.

●

“Tree Roots” means Tree Roots Entertainment Group Co., Ltd., a Thailand corporation.

The following section provides answers to frequently asked questions about the share exchanges. This section, however, provides only summary information. Please refer to the more detailed information contained elsewhere in this proxy statement and the annexes to and the documents referred to or incorporated by references in this proxy statement.

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Why am I receiving this proxy statement?

You are receiving this proxy statement because you have been identified as a stockholder of Monaker as of the record date for the Special Meeting of stockholders, or the Special Meeting. You are being asked to vote at the Special Meeting to approve, among other things, the issuance of shares of Monaker common stock as contemplated by the share exchange agreements. This document serves as a proxy statement of Monaker used to solicit proxies for the Special Meeting.

What are the share exchanges?

On July 23, 2020, we entered into (a) a Share Exchange Agreement (as amended from time to time, the “HotPlay exchange agreement”) with HotPlay Enterprise Limited (“HotPlay”) and the stockholders of HotPlay (the “HotPlay stockholders”); and (b) a Share Exchange Agreement with certain stockholders holding shares of Axion Ventures, Inc. (“Axion” and the “Axion stockholders”) and certain debt holders holding debt of Axion (the “Axion creditors”), each dated as of July 21, 2020.

On October 28, 2020, the Company, HotPlay, and the HotPlay stockholders entered into a First Amendment to Share Exchange Agreement dated and effective October 23, 2020 (the “First HotPlay amendment”), which amended the HotPlay exchange agreement to: (a) extend the date the transactions contemplated by the HotPlay exchange agreement were required to be completed by from October 30, 2020, to November 30, 2020; (b) extend the date by which HotPlay was required to acquire (a) 49% of the Class A shares of the capital stock of HotPlay (Thailand) Company Limited, a private company organized under the laws of Thailand (“HotPlay Thailand”); and (b) (i) 90.57% of the voting, and (ii) 95% of the economic and liquidation rights associated with HotPlay Thailand through a preferred share structure, to November 15, 2020 (previously such date was 30 days after the parties’ entered into the HotPlay exchange agreement), which acquisition has occurred to date; and (c) amend the terms of those certain convertible promissory notes issued by Monaker to HotPlay in consideration for an aggregate of $2,000,000 of advances received from HotPlay, to allow HotPlay until November 15, 2020, to deliver the required audited and interim financial statements in the form required by the SEC, in connection with this proxy statement.

Also, on October 28, 2020, the Company, the Axion stockholders, and Axion creditors entered into a First Amendment to Share Exchange Agreement dated and effective October 23, 2020 (the “First Axion amendment”), which amended the Axion exchange agreement to extend the date the transactions contemplated by the Axion exchange agreement were required to be completed by from October 30, 2020, to November 30, 2020.

On November 16, 2020, the Company, HotPlay and the HotPlay stockholders entered into a Second Amendment to Share Exchange Agreement (the “Second HotPlay amendment”), which amended the HotPlay exchange agreement to:

● Update the percentage ownership which the HotPlay stockholders will receive upon closing of the HotPlay exchange agreement to 67.87% (compared to 67.8% pursuant to the previous terms of the Axion exchange agreement, with such increase the result of the decrease in the percentage of the post-closing company to be held by the Axion stockholders following the closing of the HotPlay exchange agreement, as discussed below);

● Extend the date by which the HotPlay exchange agreement is required to be completed until December 31, 2020 (from November 30, 2020);

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● Remove the requirement previously set forth in the HotPlay exchange agreement that the Axion exchange agreement had to close contemporaneously with the HotPlay exchange agreement; and

● Make various other conforming changes to the HotPlay exchange agreement in connection with the amended and restated Axion exchange agreement discussed below.

Also on November 16, 2020, the Company, the Axion stockholders and the Axion creditors entered into an Amended and Restated Share Exchange Agreement (as amended from time to time, the “Axion exchange agreement”, and the transactions contemplated thereby, the “Axion share exchange”, and collectively with the HotPlay exchange agreement, the “exchange agreements” and the transactions contemplated therein, the “share exchanges”), which amended and restated the original July 23, 2020 Axion exchange agreement to:

● Update the percentage of Axion being exchanged by such Axion stockholders to 33.85% of Axion (previously such percentage was 33.9% of Axion), by reducing the number of common shares of Axion being exchanged by 100,000 shares, to 71,993,358 common shares (the “Axion shares”)), and reduce the amount of Axion debt being exchanged by the Axion creditors by $100,000, to a total of $ 7,657,024 of debt (the “Axion debt”);

● Remove the prior requirements and concepts from the Axion exchange agreement which required the Company to issue shares of common stock in exchange for the Axion shares and Axion debt, and instead provide for such Axion shares to be exchanged for 10,000,000 shares of Series B Preferred Stock, which were (prior to the amendment described below) automatically convertible into that number of shares of common stock of the Company as equals (a) 14.68%; multiplied by, the post-closing capitalization, rounded up to the nearest thousandths place, less (b) the number of shares of the Company’s common stock issuable upon conversion of the Series C Preferred Stock (defined below) and the exercise of the creditor warrants, on the Approval Date (defined and discussed below under “Description of Monaker Capital Stock—Series B Convertible Preferred Stock”, beginning on page 287)(the “Series B Shares”) and to exchange such Axion debt for 3,828,500 shares of Series C Preferred Stock, which are automatically convertible into common shares on the Approval Date (defined and discussed below under “Description of Monaker Capital Stock—Series C Convertible Preferred Stock”, beginning on page 288) on a one-for-one basis (the “Series C Shares” and the shares of common stock issuable upon conversion thereof, the “Series C Conversion Shares”), and to similarly remove the requirement from the Axion exchange agreement that the Company receive stockholder approval for the issuance of the shares of common stock which were to be issued to the Axion stockholders and Axion creditors at the closing of the transactions contemplated by the Axion exchange agreement, and instead require the Company to obtain stockholder approval for the issuance of the shares of common stock issuable upon conversion of the Series B Preferred Stock and Series C Preferred Stock, and upon exercise of the warrant to purchase 1,914,250 shares of common stock of the Company which the Company granted to Cern One upon closing of the Axion exchange agreement, after issuance of such securities;

● Remove the requirement that the HotPlay exchange agreement had to close simultaneously with the Axion exchange agreement; and

● Make various other conforming changes to the Axion exchange agreement in connection with the amendments discussed above, and in connection with a closing of such agreement prior to the date of stockholder approval.

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The transactions contemplated by the Axion exchange agreement, including the acquisition by the Company of the Axion shares and Axion debt, and the issuance by the Company of the Series B Shares and Series C Shares, to the Axion stockholders and Axion creditors, and the grant of the creditor warrants, closed on November 16, 2020, at which time the Company obtained 33.85% ownership of Axion and all rights to the Axion debt. Although such Series B Shares, Series C Shares and creditor warrants were issued and granted on such November 16, 2020 closing date, such Series B Shares and Series C Shares are not convertible into common stock of the Company, and such creditor warrants are not exercisable for shares of common stock of the Company, until such time, if ever, as the issuance of such shares of common stock have been approved by the stockholders of the Company pursuant to the rules and requirements of NASDAQ, as discussed in greater detail under “Description of Monaker Capital Stock—Series B Convertible Preferred Stock”, beginning on page 287 and “Description of Monaker Capital Stock—Series C Convertible Preferred Stock”, beginning on page 288. Additionally, although the Axion share exchange closed on November 16, 2020, the Company has yet to formally complete the transfer of the ownership of the Axion shares into its name, and the Company may choose to not formally complete such transfer, but to instead obtain the contractual rights to vote and receive the economic rights to such shares, until such time as such shares can be formally transferred.

On January 6, 2021, the Company, HotPlay and the HotPlay stockholders entered into a Third Amendment to Share Exchange Agreement (the “Third HotPlay amendment”), which amended the HotPlay exchange agreement to:

● Fix the number of shares of Monaker common stock issuable to the HotPlay stockholders at the closing at 52,000,000 shares of common stock;

● Extend the date by which the HotPlay exchange agreement was required to be completed until February 28, 2021 (from December 31, 2020);

● Allow Monaker the ability to issue (a) shares of common stock or options to employees, consultants, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the board of directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company and (b) securities issued upon the exercise or exchange of or conversion of any securities outstanding on the date of the agreement, without the prior consent of HotPlay or the HotPlay stockholders and further allow for additional securities of Monaker to be issued prior to closing with the approval of HotPlay or Red Anchor;

● Provide for HotPlay and the HotPlay stockholders to approve all transactions of Monaker which were disclosed in its Securities and Exchange Commission filings from the date of the original HotPlay exchange agreement, through the date of the Third HotPlay amendment;

● Provide for there to be eight members of the board of directors at closing, with four appointed by HotPlay, two appointed by Monaker, and two (now three pursuant to the agreement of the parties) appointed mutually by Monaker and HotPlay; and

● Allow for Monaker to enter into agreements and take actions outside of the ordinary course of business through the closing date with the prior consent of HotPlay.

On January 6, 2021, the Company, the Axion stockholders and the Axion creditors entered into a First Amendment to the Amended and Restated Share Exchange Agreement, which amended the Amended and Restated Share Exchange entered into between the Company, the Axion stockholders and the Axion creditors, to:

● correct certain errors originally included in the Amended and Restated Share Exchange Agreement, regarding the ownership of certain shares of Axion which were exchanged by the Axion stockholders party thereto, and to correct the allocation of the shares of Series B Preferred Stock issuable to certain of the Axion stockholders in connection therewith;

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● provide for the assignment of various shares of Series B Preferred Stock between certain of the Axion stockholders to correct the allocations of the Series B Preferred Stock between such stockholders, based on the pro rata issuance of such shares in exchange for the shares of Axion held by such Axion stockholders on the effective date of such Amended and Restated Share Exchange Agreement;

● remove Uniq Other Vendors as a Axion stockholder (and Series B Preferred Stock holder), from such Amended and Restated Share Exchange Agreement;

● allow for the parties to mutually determine to not transfer record ownership of the shares of Axion which the Company acquired pursuant to the Amended and Restated Share Exchange Agreement to the Company and that the parties can instead enter into an agreement providing the Company voting and economic rights to such shares, until such time, if ever, as the Company determines it is in its best interests to affect such transfer of record ownership of such shares; and

● agree to the amendment and restatement of the Series B Preferred Stock of the Company as discussed below.

Also on January 6, 2021, stockholders holding a majority of the outstanding shares of Series B Preferred Stock of the Company approved an amendment and restatement of the designation of the Series B Preferred Stock, which was previously approved by the board of directors of the Company on December 14, 2020, and which amended and restated designation was filed with the Secretary of State of Nevada on January 8, 2021, which amended the Series B Preferred Stock to fix the number of shares of common stock issuable upon conversion of the Series B Preferred Stock at 7,417,700 shares of Monaker common stock.

Finally, on February 22, 2021, Monaker, HotPlay and the HotPlay stockholders, entered into a Fourth Amendment to Share Exchange Agreement, amending the HotPlay exchange agreement to:

● Reallocate the shares of Monaker common stock issuable upon closing of the HotPlay share exchange, to take into account additional issuances of HotPlay shares and additional capital contributions made by certain HotPlay stockholders;

● Extend the date by which the HotPlay exchange agreement is required to be completed until April 30, 2021 (from February 28, 2021), provided that such termination date shall be extended automatically, until up to May 31, 2021, in the event that Monaker has, prior to such date, filed this definitive proxy statement with the SEC, has called the Special Meeting and is continuing to work in good faith to complete the closing;

● Provide for HotPlay and the HotPlay stockholders to approve all transactions of Monaker which were disclosed in its SEC filings from the date of the original HotPlay exchange agreement, through the date of the amendment;

● Provide for there to be nine members of the board of directors at closing, with four appointed by HotPlay, two appointed by Monaker, and three appointed mutually by Monaker and HotPlay, provided that the parties may increase such number of directors with mutual approval prior to closing;

● Include confirmations by each HotPlay stockholder of their ‘accredited investor’ status, among other things; and

● Allow for subsequent transfers of shares of HotPlay between the HotPlay stockholders prior to closing, and/or re-allocations of the Monaker shares issuable to the HotPlay stockholders at the closing, but not to allow for any other persons becoming stockholders of HotPlay, and provide for Red Anchor to deliver a final schedule of HotPlay stockholders prior to closing, which will determine the final allocation of shares of Monaker common stock issuable to each HotPlay stockholder at the closing (which allocation will not result in more than 52,000,000 shares of Monaker common stock being issuable to the HotPlay stockholders at closing).

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Pursuant to the Axion exchange agreement, the Axion stockholders (including Cern One Limited (“Cern One”)), exchanged ordinary shares of Axion equal to 33.85% of the outstanding common shares of Axion; and (b) Red Anchor (also party to the HotPlay exchange agreement), Cern One and certain other creditors of Axion, exchanged $7,657,024 in promissory notes issued by, or other debt owed by, Axion to such Axion creditors, with the Company, in consideration for the Series B Shares and Series C Shares and the creditor warrants which are grantable to Cern One. Specifically, the Axion creditors received one share of Series C Preferred Stock for each $2.00 of debt exchanged and Cern One received a warrant to purchase that number of shares of Company common stock as approximately equals the total of all debt exchanged, divided by four. The 52,000,000 shares of common stock issuable to the HotPlay Stockholders and the shares of common stock issuable upon conversion of the Series B Preferred and Series C Preferred Stock, as discussed above, are subject to adjustment in connection with any reverse stock split implemented prior to the closing of the HotPlay share exchange, and the creditor warrants, including the number of shares issuable upon exercise thereof, and the exercise price thereof, are subject to adjustment in connection with any stock split (forward or reverse) implemented prior to or after the closing.

The following table summarizes the number of shares of Monaker common stock that would be issued as a result of the closing and the Axion preferred conversion based on the current number of shares of Monaker common stock outstanding, and assuming that no additional shares of Monaker common stock are issued prior to the closing. The below table does not take into account the effects of the proposed Monaker reverse stock split discussed under Proposal 4 beginning on page 197. The below is provided for information purposes only and the number of shares of Monaker common stock outstanding at closing, and the actual percentages at closing may be materially different than as set forth below based on the actual number of shares of Monaker common stock outstanding at the closing and/or other convertible securities of Monaker issued prior to the closing:

Post-Closing Outstanding and Voting Shares*
Monaker Outstanding ⁽¹⁾	18,765,839	22.9	%
Issuable upon conversion of the outstanding Series B Preferred Stock	7,417,700	9.0	%
Issuable upon conversion of the outstanding Series C Preferred Stock	3,828,500	4.7	%
Issuable to the HotPlay stockholders	52,000,000	63.4	%
Total Outstanding Post-Closing	82,012,039	100.0	%

*Post-Closing Capitalization⁽²⁾**
Monaker Outstanding ⁽¹⁾	18,765,839	22.4	%
Issuable upon conversion of the outstanding Series B Preferred Stock	7,417,700	8.8	%
Issuable upon conversion of the outstanding Series C Preferred Stock	3,828,500	4.6	%
Issuable to the HotPlay stockholders	52,000,000	62.0	%
Issuable upon exercise of the creditor warrants	1,914,250	2.3	%
Total Post-Closing Capitalization	83,926,289	100.0	%

*Post-Closing Fully-Diluted Shares⁽³⁾**
Monaker Outstanding ⁽¹⁾	18,765,839	22.1	%
Issuable upon conversion of the outstanding Series B Preferred Stock	7,417,700	8.7	%
Issuable upon conversion of the outstanding Series C Preferred Stock	3,828,500	4.5	%
Issuable to the HotPlay stockholders	52,000,000	61.1	%
Issuable upon exercise of the creditor warrants	1,914,250	2.3	%
Issuable upon exercise of outstanding Monaker warrants other than the creditor warrants	1,131,671	1.3	%
Total Post-Closing Fully-Diluted Shares	85,057,960	100.0	%

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* Without taking into account the proposed reverse stock split. Percentages may not total due to rounding.

(1) Based on the current outstanding shares of common stock of Monaker.

(2) Includes shares issuable upon exercise of the creditor warrants (which are subject to vesting), but not any of Monaker’s other outstanding warrants.

(3) Does not include shares issuable in lieu of cash payments due pursuant to the Longroot, Inc. acquisition completed in November 2020 (of which up to 150,000 shares may be issued at the option of the seller of Longroot, Inc.).

A requirement of the closing of the HotPlay exchange agreement is that Monaker change its corporate name to “Nextplay Technologies, Inc.” and that Monaker re-qualify for initial listing on the NASDAQ Capital Market on the effective date, which we anticipate will require that Monaker complete a reverse stock split of Monaker’s outstanding common stock.

For a more complete description of what the HotPlay stockholders will receive upon the closing of the HotPlay exchange agreement and the shares of common stock which will be issued upon the conversion of the Series B Shares and Series C Shares, upon the approval of the proposals set forth herein and the closing of the HotPlay exchange agreement, please see the sections entitled “The HotPlay Share Exchange Agreement—Exchange Consideration” beginning on page 144 and “The Axion Share Exchange Agreement—Exchange Consideration” beginning on page 163, respectively.

What will happen to Monaker if, for any reason, the HotPlay share exchange does not close or the shares of common stock issuable upon conversion of the Series B Preferred Stock and Series C Preferred Stock and upon exercise of the creditor warrants are not approved by stockholders at the Special Meeting?

If, for any reason, the HotPlay share exchange does not close, the Monaker board of directors may elect to, among other things, attempt to complete another strategic transaction like the HotPlay share exchange, attempt to sell or otherwise dispose of the various assets of Monaker or continue to operate the business of Monaker. If Monaker decides to dissolve and liquidate its assets, Monaker would be required to pay all of its debts and contractual obligations and to set aside certain reserves for potential future claims, and there can be no assurances as to the amount or timing of available cash left to distribute to stockholders after paying the debts and other obligations of Monaker and setting aside funds for reserves in the event of such a liquidation.

If Monaker were to continue its business, it would need to raise substantial additional capital to support the on-going operation and increased market penetration of its products including the development of national advertising relationships, increases in operating costs resulting from additional staff and office space until such time as it can generate revenues sufficient to support itself. We believe that in the aggregate, we could require several millions of dollars to support and expand the marketing and development of our travel products, repay debt obligations, provide capital expenditures for additional equipment and development costs, payment obligations, office space and systems for managing the business, and cover other operating costs until our planned revenue streams from travel products are fully-implemented and begin to offset our operating costs. Our failure to obtain additional capital to finance our working capital needs on acceptable terms, or at all, will negatively impact our business, financial condition and liquidity.

Separately, if Monaker does not receive stockholder approval for the issuance of the shares of Monaker common stock issuable upon conversion of the Series B Preferred Stock and Series C Preferred Stock issued to the Axion stockholders and Axion creditors upon the closing of the Axion exchange agreement and upon exercise of the creditor warrants granted to Cern One upon the closing of the Axion exchange agreement, such securities will not be convertible or exercisable. If that were to occur Monaker would likely hold another special or annual meeting of stockholders to again request approval for such conversions/exercise; provided that until approved by stockholders such Series B Preferred Stock and Series C Preferred Stock, which have a liquidation preference of $9,272,121 and $7,657,040, respectively, will remain outstanding, and will, upon any liquidation of Monaker, reduce pro-rata, the amount of any consideration that the common stock stockholders of Monaker would receive upon liquidation of Monaker.

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Why is Monaker proposing to complete the HotPlay share exchange and why did Monaker complete the Axion share exchange?

A: HotPlay and Monaker believe that the HotPlay share exchange will create a unique technology company focused on the leisure marketplaces of gaming and travel. At the closing of the HotPlay share exchange, Monaker plans to increase its technology capabilities by integrating HotPlay’s AdTech, Artificial Intelligence (AI), and Blockchain solutions. The result of the transaction is anticipated to be a diverse, innovative technology company focused on engaging products in the video gaming and travel verticals.

HotPlay has developed a next generation in-game advertising (IGA) solution that harmonizes engagement between businesses and video gamers. HotPlay helps brands drive online traffic to offline stores through coupon redemption. The HotPlay ad platform monetizes and supports the video game industry by creating an additional revenue stream for game developers without compromising on the integrity of their game. The HotPlay solution offers conversion funnel tracking tools and other real time business integration insights to help brands better understand target audiences.

HotPlay’s IGA is growing its customer base. On September 11, 2020, Atari®, one of the world’s most iconic consumer brands and entertainment producers, announced a partnership with HotPlay and its in-game advertising platform.

HotPlay is an important component of Monaker’s strategy. The closing of the HotPlay share exchange will bring access to technologies including AI and Geo-positioning capabilities that will enhance Monaker’s travel products. Furthermore, the acquisition is anticipated to bring improved market perception, an improved balance sheet, more diversified revenue stream(s), and a cash infusion to accelerate the combined company’s product builds and rollouts.

Monaker completed the Axion share exchange and acquired a 33.85% equity stake in Axion, on November 16, 2020. Axion is the majority owner of Axion Games and True Axion Games. Additionally, as part of the transaction, Monaker has been assigned ownership of an aggregate of approximately US$7.6 million in debt owed by Axion which has been called, is past due and now owed to Monaker.

Axion Games, founded in 2006 and formerly known as Epic Games China, is an independent AAA game development studio and game publisher. Axion Games creates high production value game content developed by a creative team that has been responsible for many top-selling games, including several blockbuster AAA titles. Axion also owns the majority stake in True Axion Interactive Company Ltd., a Bangkok, Thailand, based video game development company co-founded with True Corporation. Axion also maintains holdings in other innovative technology companies.

Through the acquisition of the 33.85% ownership in Axion and the planned acquisition of HotPlay, Monaker plans to transform from being a company that was only focused in the business-to-business (B2B) travel technology space into a broad technology enterprise leveraging video gaming, in-game digital advertising and travel booking platforms to engage consumers for the benefit of major brands and travel providers.

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For a discussion of Monaker’s reasons for the HotPlay share exchange and Axion share exchange, please see the sections entitled “The Share Exchanges—Background of the Share Exchanges” beginning on page 110 and “The Share Exchanges—Reasons for the Share Exchanges” beginning on page 123.

How much cash will Monaker have at the closing of the HotPlay share exchange?

It is a closing condition of the HotPlay exchange agreement that HotPlay have at least $15 million of cash on hand, less advances and loans made by HotPlay through the date of closing, which currently total $3.0 million, as discussed in greater detail below “Agreements Related to the HotPlay Share Exchange—HotPlay Convertible Notes”, beginning on page 168, at the closing of the HotPlay share exchange. The actual amount of net cash will depend mostly on the timing of the closing and the aggregate amount of HotPlay advances prior to closing.

What is required to complete the HotPlay share exchange?

To complete the HotPlay share exchange, Monaker stockholders must approve the issuance of Monaker common stock to the HotPlay stockholders by virtue of the HotPlay share exchange as contemplated by the exchange agreements, the name change amendment and the reverse split amendment, provided that in the event that the HotPlay share issuance proposal and name change proposal are approved by the stockholders at the Special Meeting, but that the reverse split proposal isn’t, the Board may choose to approve a reverse stock split without stockholder approval pursuant to Nevada law, which would result in a pro-rata decrease in not only the Company’s issued and outstanding shares of common stock, but also the Company’s authorized shares of common stock and provided further that in the event the board of directors determines that no reverse stock split is required, the approval of the reverse stock proposal will not be a condition to the closing.

The approval of the HotPlay exchange agreement and the issuance of shares of Monaker common stock in connection therewith requires the affirmative vote of a majority of the votes cast on the HotPlay share issuance proposal, at the Special Meeting. The approval of the reverse stock split requires the affirmative vote of the holders of a majority of the outstanding shares of Monaker common stock entitled to vote on the record date for the Special Meeting. The approval of the reverse stock split is required in order to maintain the listing of Monaker common stock on The NASDAQ Capital Market. Similar to the reverse stock split, the name change amendment requires the affirmative vote of the holders of a majority of the outstanding shares of Monaker common stock entitled to vote on the record date for the Special Meeting.

As such, even if the requisite number of stockholders of Monaker approve the HotPlay exchange agreement and the issuance of shares of Monaker common stock but do not approve the reverse stock split or the name change proposal, the HotPlay share exchange will not be completed, provided that in the event that the HotPlay share issuance proposal and name change proposal are approved by the stockholders at the Special Meeting, but the reverse split proposal isn’t, the Board may choose to approve a reverse stock split without stockholder approval pursuant to Nevada law, which would result in a pro-rata decrease in not only the Company’s issued and outstanding shares of common stock, but also the Company’s authorized shares of common stock and provided further that in the event the board of directors determines that no reverse stock split is required, the approval of the reverse stock proposal will not be a condition to the closing.

In addition to the requirement of obtaining such stockholder approvals, each of the other closing conditions set forth in the HotPlay share exchange must be satisfied or waived.

For a more complete description of the closing conditions under the HotPlay share exchange, you are urged to read the section entitled “The HotPlay Exchange Agreement—Conditions to Completion of the Share Exchange” beginning on page 156 of this proxy statement.

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Are there any federal or state regulatory requirements that must be complied with or federal or state regulatory approvals or clearances that must be obtained in connection with the share exchanges?

A: Monaker, HotPlay, the HotPlay stockholders, the Axion stockholders and Axion creditors are not required to make any filings or obtain any approvals or clearances from any antitrust regulatory authorities in the United States or other countries to consummate the share exchanges, except that, although the Axion share exchange closed on November 16, 2020, the Company has yet to formally complete the transfer of the ownership of the Axion shares into its name, and the Company may choose to not formally complete such transfer, but to instead obtain the contractual rights to vote and receive the economic rights to such shares, until such time as such shares can be formally transferred. In the United States, Monaker must comply with applicable federal and state securities laws and The NASDAQ Stock Market’s rules and regulations in connection with the issuance of the shares in connection with the share exchanges, including the filing with the SEC, of this proxy statement. Monaker has filed an initial listing application with The NASDAQ Capital Market pursuant to The NASDAQ Stock Market’s “change of control” rules. If such application is accepted, Monaker anticipates that Monaker’s common stock will continue to be listed on The NASDAQ Capital Market following the closing of the HotPlay share exchange under the trading symbol “NXTP.”

Will holders of Monaker common shares issued pursuant to the share exchanges be able to trade those shares?

The shares of Monaker common stock issued as consideration upon the closing of the HotPlay share exchange and upon conversion of the Series B Shares and Series C Shares, at the closing of the HotPlay share exchange, will be issued in transactions exempt from registration under the Securities Act of 1933 as amended, or the Securities Act, in reliance on Section 4(a)(2) of the Securities Act, Regulation D and Regulation S promulgated thereunder, and Section 3(a)(9) of the Securities Act, and may not be offered or sold by the holders of those shares absent registration or an applicable exemption from registration requirements. As a general matter, holders of such shares will not be able to transfer any of their shares until at least six months after receiving shares of Monaker common stock, which is when the shares would first be eligible to be sold under Rule 144 promulgated under the Securities Act, assuming the conditions thereof are otherwise satisfied, provided the combined company may choose to file a registration statement to register the resale of such shares earlier than six months after the closing.

Who will be the directors of Monaker following the completion of the HotPlay share exchange?

The HotPlay exchange agreement requires that the combined company’s board of directors will initially be fixed at nine members,

(1)

Mr. J. Todd Bonner (who is the Chairman and a director of HotPlay, and the spouse of Ms. Boonyawattanapisut);

(2)

Ms. Boonyawattanapisut;

(3)

Mr. Athid Nanthawaroon (who is a director of HotPlay and the Chief Executive Officer and director of Tree Roots); and

(4)

Mr. Komson Kaewkham (who is a Senior Vice President with DTGO Corporation Limited),

who have been designated by Red Anchor and the Axion stockholders, and of whom Mr. Komson Kaewkham is anticipated to be ‘independent’;

(5) Mr. Donald P. Monaco, the current Chairman of the Company; and

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(6)

Mr. Kerby, the current Chief Executive Officer (who will become a Co-Chief Executive Officer following the closing),

(7)

Mr. Simon Orange, a current member of the Board of the Company, who has been agreed to mutually by Red Anchor and the Monaker board of directors, and who is ‘independent’;

(8)

Mr. Yoshihiro Obata, who has been agreed to mutually by Red Anchor and the Monaker board of directors, and who will be ‘independent’; and

(9)

Ms. Stacey Riddell, who has been agreed to mutually by Red Anchor and the Monaker board of directors, and who will be ‘independent’.

Biographical information for each of the newly appointed officers of the Company and members of the board of directors of the Company following the closing, are included below under “Management Following the HotPlay Share Exchange—Executive Officers and Directors”, beginning on page 259.

Who will be the executive officers of Monaker immediately following the completion of the HotPlay share exchange?

Immediately following the completion of the HotPlay share exchange, the executive management team of Monaker is expected to be composed of Co-Chief Executive Officers (1) Mr. William Kerby (the Company’s current Chief Executive) and (2) Ms. Nithinan Boonyawattanapisut (who will also become a member of the Company’s board of directors, a director of HotPlay and of Red Anchor, and the spouse of Mr. J. Todd Bonner (who will become a director of the Company following the closing as discussed above)); Mr. Mark Vange (the Chief Technology Officer of HotPlay) as Chief Technology Officer of the Company; Mr. Sirapop ‘Kent’ Taepakdee (the Company’s current Chief Financial Officer), as Chief Financial Officer of the Company; and Mr. Timothy Sikora (the Company’s current Chief Operating Officer and Chief Information Officer), as Chief Operating Officer and Chief Information Officer of the Company.

Biographical information for each of Ms. Boonyawattanapisut and Mr. Vange, who will be newly appointed executive officers of the Company following the closing, are included below under “Management Following the HotPlay Share Exchange—Executive Officers and Directors”, beginning on page 259.

Am I entitled to appraisal rights?

Holders of Monaker common stock are not entitled to appraisal rights in connection with the share exchanges or the transactions contemplated in connection therewith.

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Have the HotPlay stockholders and Axion stockholders and Axion Creditors adopted the exchange agreements and approved the share exchanges?

Yes. On July 21, 2020, all of the HotPlay stockholders agreed to the terms of the HotPlay share exchange (by signing the HotPlay exchange agreement), and each HotPlay stockholder further signed each amendment to the HotPlay exchange agreement to date.

Separately, the Axion stockholders approved the Axion exchange agreement and the transactions contemplated therein, pursuant to their entry into such agreement (and the amended and restated form thereof entered into by the parties on November 12, 2020).

Accordingly, no appraisal rights are available to HotPlay stockholders, Axion stockholders or Axion creditors in connection with the HotPlay share exchange or Axion share exchange.

What are the material U.S. federal income tax consequences of the HotPlay share exchange to Monaker stockholders?

Since Monaker stockholders will continue to own and hold their existing shares of Monaker common stock following the HotPlay share exchange, we anticipate that the HotPlay share exchange (and the issuance of shares of common stock upon conversion of the Series B Shares and Series C Shares upon the closing of the HotPlay exchange agreement in accordance with their terms) generally will not result in U.S. federal income tax consequences to Monaker stockholders.

However, tax matters are very complicated and the tax consequences to a particular Monaker stockholder will depend on such stockholder’s circumstances. Accordingly, you should consult your tax advisor for a full understanding of the tax consequences of the HotPlay share exchange and the proposed reverse stock split to you, including the applicability and effect of federal, state, local and foreign income and other tax laws.

Do persons involved in the share exchanges have interests that may conflict with mine as a Monaker stockholder?

Yes. When considering the recommendation of the Monaker board of directors, you should be aware that certain members of the Monaker board of directors and named executive officers of Monaker have interests in the share exchanges that may be different from, or in addition to, interests they may have as Monaker stockholders. The Monaker board of directors was aware of the following interests and considered them, among other matters, in its decision to approve the share exchange agreements.

Continued Service with Combined Company

At the effective time of the HotPlay share exchange, the officers of the combined company will include:

Mr. William Kerby (the Company’s current Chief Executive Officer), who will serve as co-Chief Executive Officer of the Company, along with Ms. Boonyawattanapisut; Mr. Sirapop ‘Kent’ Taepakdee (the Company’s current Chief Financial Officer), as Chief Financial Officer of the Company; and Mr. Timothy Sikora (the Company’s current Chief Operating Officer and Chief Information Officer), as Chief Operating Officer and Chief Information Officer of the Company.

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Other

The interests of the Monaker board of directors also relate to or arise from, among other things:

● severance benefits to which each of Monaker’s executive officers would become entitled in the event of a change of control of Monaker and/or his or her termination of employment within specified periods of time relative to the completion of the HotPlay share exchange, and additional amounts which would be payable to Mr. William Kerby, our Chief Executive Officer and director and Mr. Donald P. Monaco, our Chairman in guaranty fees, as specified below under “The Share Exchanges—Interests of the Monaker Directors and Executive Officers in the Share Exchanges—Change of Control Payments with Monaker’s Named Executive Officers and Guaranty Agreement”;

● that Mr. William Kerby (the current Chief Executive Officer and member of the Board of Directors of the Company) and Mr. Donald P. Monaco (the current Chairman of the Company), will serve as two of the three members of the Board of Managers of NextTrip following the HotPlay share exchange, and will therefore have effective control over the pre-closing assets and operations of Monaker, as specified below under “Agreements Related to the HotPlay Share Exchange—NextTrip Group Operating Agreement” on page 171;

● that the operating agreement of NextTrip provides that the Board of Managers of NextTrip have the right to request that Monaker spin-off the membership interests of NextTrip held by Monaker to Monaker’s stockholders, see below under “Agreements Related to the HotPlay Share Exchange—NextTrip Group Operating Agreement” on page 171; and

● in certain circumstances the Board of Managers of NextTrip are authorized to issue additional membership interests of NextTrip to managers, officers, management, employees, or consultants of NextTrip (which persons include the current officers and directors of Monaker), in their sole discretion, in consideration for services rendered or to be rendered, see below under “Agreements Related to the HotPlay Share Exchange—NextTrip Group Operating Agreement” on page 171.

Director Voting Agreement

On or around February 22, 2021, each of the HotPlay stockholders, and Ms. Nithinan Boonyawattanapisut, Mr. J. Todd Bonner, Mr. Athid Nanthawaroon and Mr. Komson Kaewkham, each nominees for appointment to the Monaker board of directors at the closing, entered into a Voting Agreement with Mr. William Kerby, the Chief Executive Officer and director of Monaker and Mr. Donald P. Monaco, the Chairman of the board of directors of Monaker (the “Voting Agreement”). Pursuant to the Voting Agreement, each of the HotPlay stockholders agreed to vote all voting shares of Monaker which they hold and may hold in the future (during the term of the agreement) to elect Mr. Kerby and Mr. Monaco to the board of directors of the Company, and each of the HotPlay nominees agreed to continue to nominate each of Mr. Kerby and Mr. Monaco to the board of directors of Monaker. The agreement continues in effect until the earlier of February 26, 2026, the date of both Mr. Kerby’s and Mr. Monaco’s death, or the date that both Mr. Kerby and Mr. Monaco have provided notice of termination to such HotPlay Stockholders. See also below under “Agreements Related to the HotPlay Share Exchange—Director Voting Agreement” on page 173.

Why is Monaker seeking stockholder approval of the share exchanges and the issuance of shares of common stock issuable in connection therewith?

Because our common stock is listed on The NASDAQ Capital Market, we are subject to The NASDAQ Stock Market Listing Rules. Rule 5635(a) of The NASDAQ Stock Market listing standards requires stockholder approval with respect to issuances of Monaker common stock, among other instances, when the shares to be issued are being issued in connection with the acquisition of the stock of another company and are equal to 20% or more of Monaker’s outstanding common stock before the issuance. Rule 5635(b) of the NASDAQ Stock Market listing standards requires stockholder approval when any issuance or potential issuance will result in a change of control of the issuer. Although The NASDAQ Stock Market has not adopted any rule on what constitutes a “change of control” for purposes of Rule 5635(b), The NASDAQ Stock Market has previously indicated that the acquisition of, or right to acquire, by a single investor or affiliated investor group, as little as 20% of the common stock (or securities convertible into or exercisable for common stock) or voting power of an issuer could constitute a change of control.

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Following the closing of the HotPlay share exchange, the current HotPlay securityholders are expected to own approximately 63.4% of the outstanding common stock of Monaker, and the Axion stockholders and Axion creditors are expected to own, upon the automatic conversion of the outstanding Series B Shares and Series C Shares into common stock of the Company upon the closing of the HotPlay share exchange, approximately 13.4% of the aggregate outstanding common stock of Monaker, without taking into account the shares of common stock issuable upon exercise of the creditor warrants, with the Monaker stockholders prior to the effective date of the closing holding approximately 22.9% of the aggregate outstanding common stock of the combined company, in each case based on the current outstanding shares of common stock of Monaker. Additionally, a total of approximately 30.2% of the outstanding shares of common stock of the combined company following the HotPlay share exchange will be owned by Red Anchor, which entity is controlled by Ms. Nithinan Boonyawattanapisut, who will become a director of the Company and co-Chief Executive Officer of the Company, following the closing, and her spouse, Mr. J. Todd Bonner, who will also become a member of the Board of Directors following the closing, as a result of the HotPlay share exchange, which, together with the shares issuable to such holder in connection with the conversion of the Series C Preferred Stock shares currently held by Red Anchor, will own approximately 33.2% of Monaker’s outstanding common stock following the closing and will be Monaker’s largest stockholder following the closing, with Mr. Jwanwat Ahriyavraromp and Mrs. Pornsinee Chalermrattawongz, the beneficial owners of T&B Media Global (Thailand) Company Limited (“T&B”) and Tree Roots Entertainment Group Co., Ltd. (“Tree Roots”), controlling approximately 31.1% of Monaker’s outstanding common stock at the closing (as a result of the HotPlay share exchange) and being Monaker’s second largest stockholder following the closing, in each case based on the current outstanding shares of common stock of Monaker, and assuming no changes in the allocation of the 52,000,000 shares of Monaker common stock issuable to the HotPlay stockholders at closing.

As a Monaker stockholder, how does the Monaker board of directors recommend that I vote?

After careful consideration, the Monaker board of directors unanimously recommends that Monaker stockholders vote “FOR” Proposal Nos. 1 through 6. For a detailed description of each of Proposal Nos. 1 through 6, see the section entitled “Matters Being Submitted to a Vote of Monaker Stockholders” beginning on page 193.

What risks should I consider in deciding whether to vote in favor of the HotPlay share exchange, ratification of the Axion share exchange and the approval of the issuance of shares of common stock upon conversion of the Series B Shares and Series C Shares and upon exercise of the creditor warrants?

You should carefully review the section of this proxy statement entitled “Risk Factors,” beginning on page 39, which sets forth certain risks and uncertainties related to the share exchanges, risks and uncertainties to which the combined company’s business will be subject, and risks and uncertainties to which each of Monaker and HotPlay, as an independent company, is subject, as well as risks which Axion is subject and risks associated with the issuance of shares of common stock upon conversion of the Series B Shares and Series C Shares and upon exercise of the creditor warrants.

When do you expect the HotPlay share exchange to be completed?

Monaker, HotPlay, and the HotPlay stockholders anticipate that the HotPlay share exchange will close soon after the Special Meeting, which is scheduled to be held on April 7, 2021, but Monaker cannot predict the exact timing. For more information, please see the sections entitled “The HotPlay Exchange Agreement—Conditions to Completion of the Share Exchange” beginning on page 156 of this proxy statement.

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What do I need to do now?

You are urged to read this proxy statement carefully, including its annexes, and to consider how the HotPlay share exchange and the issuance of shares of common stock upon conversion of the Series B Shares and Series C Shares and upon exercise of the creditor warrants (if vested and exercised) affect you.

You may provide your proxy instructions by mailing your signed proxy card in the enclosed return envelope, vote by Internet or telephone, or vote online at the virtual Special Meeting. Please provide your proxy instructions only once, unless you are revoking a previously delivered proxy instruction, and as soon as possible so that your shares can be voted at the Special Meeting.

What constitutes a quorum at the Special Meeting?

The presence at the Special Meeting, virtually or by proxy, of the holders of at least 33 1/3% of the shares of Monaker common stock issued and outstanding on the record date for the Special Meeting will constitute a quorum for the transaction of business at the Special Meeting.

What happens if I abstain?

Shares abstaining from voting on a matter will be counted for the purpose of determining whether a quorum exists for the Special Meeting, but are treated as having not voted. Abstentions will have the same effect as voting against Proposal Nos. 3 and 4, but will have no impact on the outcome of the vote for Proposal Nos. 1, 2, 5, and 6, provided that abstentions will reduce the number of affirmative votes received, but not the required percentage needed for the proposal to pass.

If my Monaker shares are held in “street name” by my broker, will my broker vote my shares for me?

Unless your broker has discretionary authority to vote on certain matters, your broker will not be able to vote your shares of Monaker common stock without instructions from you. Brokers are not expected to have discretionary authority to vote for Proposal Nos. 1, 2, and 6. To make sure that your vote is counted, you should instruct your broker to vote your shares, following the procedures provided by your broker.

How Do I Vote?

Whether you plan to attend the Special Meeting or not, we urge you to vote by proxy. All shares represented by valid proxies that we receive through this solicitation, and that are not revoked, will be voted in accordance with your instructions on the proxy card or as instructed via the Internet or telephone. You may specify whether your shares should be voted for the nominee for director and whether your shares should be voted for, against or to abstain with respect to each of the other proposals. If you properly submit a proxy without giving specific voting instructions, your shares will be voted in accordance with the board of directors’ recommendations as noted herein. Voting by proxy will not affect your right to attend the Special Meeting. If your shares are registered directly in your name through our stock transfer agent, Colonial Stock Transfer Co, Inc., or you have stock certificates registered in your name, you may vote:

●

At the virtual Special Meeting. You may vote during the meeting by following the instructions available on the meeting website during the meeting.

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Via the Internet. You may vote by proxy via the Internet by following the instructions provided on the web portal - https://www.iproxydirect.com/MKGI (please note this link is case sensitive).

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By Telephone. You may vote by proxy by calling the toll-free number found on the proxy card.

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By Fax. You may vote by proxy by faxing your proxy to the number found on the proxy card.

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By Mail. You may vote by proxy by filling out the proxy card and returning it in the envelope provided. Your proxy will be voted in accordance with your instructions. If you sign the proxy card but do not specify how you want your shares voted, they will be voted as recommended by our board of directors below.

If your shares are held in “street name” (held in the name of a bank, broker, or other holder of record), you will receive instructions from the holder of record. You must follow the instructions of the holder of record in order for your shares to be voted. Telephone and Internet voting also will be offered to stockholders owning shares through certain banks and brokers.

May I vote at the Special Meeting?

If your shares of Monaker common stock are registered directly in your name with the Monaker transfer agent, you are considered to be the stockholder of record with respect to those shares, and the proxy materials and proxy card are being sent directly to you by Monaker. If you are a Monaker stockholder of record, you may attend the Special Meeting and may vote during the meeting by following the instructions available on the meeting website during the meeting. Even if you plan to attend the Special Meeting, Monaker requests that you sign and return the enclosed proxy to ensure that your shares will be represented at the Special Meeting if you are unable to attend. If your shares of Monaker common stock are held in a brokerage account or by another nominee, you are considered the beneficial owner of shares held in “street name,” and the proxy materials are being forwarded to you by your broker or other nominee together with a voting instruction card. As the beneficial owner, you are also invited to attend the Special Meeting. Because a beneficial owner is not the stockholder of record, you may not vote these shares at the Special Meeting unless you obtain a proxy from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the meeting.

When and where is the Special Meeting being held?

The Special Meeting will be held at 9 am, eastern standard time, on April 7, 2021 (subject to postponement(s) or adjournment(s) thereof). The meeting will be held virtually via live audio webcast at https://agm.issuerdirect.com/mkgi (please note this link is case sensitive). All Monaker stockholders as of the record date, or their duly appointed proxies, may attend the Special Meeting virtually. See also “Instructions For The Virtual Special Meeting”, below, beginning on page 21.

May I change my vote after I have submitted a proxy or provided proxy instructions?

Monaker stockholders of record, may revoke their proxy at any time before their proxy is voted at the Special Meeting in one of three ways. First, a stockholder of record of Monaker can send a written notice to the Secretary of Monaker stating that it would like to revoke its proxy. Second, a stockholder of record of Monaker can submit new proxy instructions on a new proxy card. Third, a stockholder of record of Monaker can attend and vote at the Special Meeting. Attendance alone will not revoke a proxy. If a Monaker stockholder of record or a stockholder who owns Monaker shares in “street name” has instructed a broker to vote its shares of Monaker common stock, the stockholder must follow directions received from its broker to change those instructions.

Who is paying for this proxy solicitation?

Monaker will bear its own expenses in printing and filing this proxy statement and the proxy card. Arrangements will also be made with brokerage firms and other custodians, nominees, and fiduciaries who are record holders of Monaker common stock for the forwarding of solicitation materials to the beneficial owners of Monaker common stock. Monaker will reimburse the brokers, custodians, nominees, and fiduciaries for the reasonable out-of-pocket expenses they incur in connection with the forwarding of solicitation materials to beneficial owners of Monaker common stock. We have not yet engaged a proxy solicitation firm to solicit proxies in connection with the proposals described herein; provided that if we deem it necessary to engage such a firm, we anticipate engaging Issuer Direct Corporation as such proxy solicitation agent, to assist in the solicitation of proxies, for a service fees that are not expected to exceed $25,000 in the aggregate.

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Who can help answer my questions?

If you are a Monaker stockholder and would like additional copies, without charge, of this proxy statement or if you have questions about the share exchanges or any other proposals set forth herein, including the procedures for voting your shares, you should contact:

Monaker Group, Inc.

Attn: Corporate Secretary

1560 Sawgrass Corporate Parkway, Suite 130
Sunrise, Florida 33323

Tel: (954) 888-9779

You may also request information from Issuer Direct Corporation, Monaker’s proxy agent, at the following address and telephone number:

Issuer Direct Corporation
(919) 481-4000, or 1-866-752-VOTE (8683)

INSTRUCTIONS FOR THE VIRTUAL SPECIAL MEETING

The Special Meeting will be a completely virtual meeting. There will be no physical meeting location. The meeting will only be conducted via live audio webcast.

To participate in the virtual meeting, visit https://agm.issuerdirect.com/mkgi (please note this link is case sensitive) and enter the control number on your proxy card, or on the instructions that accompanied your proxy materials.

You may vote during the meeting by following the instructions available on the meeting website during the meeting. To the best of our knowledge, the virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure they have a strong Internet connection wherever they intend to participate in the meeting. Participants should also allow plenty of time to log in and ensure that they can hear streaming audio prior to the start of the meeting.

Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints. Questions which are not pertinent to meeting matters will not be answered.

The website linked to above also includes help pages and the contact information for technical support, if you have problems connecting or voting.

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SUMMARY

This summary highlights selected information from this proxy statement and may not contain all of the information that is important to you. To better understand the share exchanges and the proposals being considered at the Special Meeting, you should read this entire proxy statement carefully, including the HotPlay exchange agreement attached as Annex A, the Axion exchange agreement attached as Annex B, the opinion of Lehrer attached as Annex F and the other annexes to which you are referred herein. For more information, please see the section entitled “Where You Can Find More Information” beginning on page 295.

The Companies

Monaker Group, Inc.

1560 Sawgrass Corporate Parkway, Suite 130
Sunrise, Florida 33323
(954) 888-9779

Monaker, a Nevada corporation, and its subsidiaries operate online marketplaces. Monaker’s business plan is the incorporation of Monaker’s proprietary white label Booking Engine and sizeable alternative lodging rental (ALR) properties into well-established marketplaces (i.e., a business-to-business (B2B) model) thereby facilitating easy access of alternative lodging rentals inventory to contracted global distributor partners. Its ambition is to become the largest instantly bookable vacation rental platform in the world, providing large travel distributors via a B2B model, its ALR inventory.

Additionally, Monaker plans to provide a superior platform to assist property managers in booking, and broadening the market for, their homes. Monaker serves three major constituents: (1) property managers, (2) travelers, and (3) other travel/lodging distributors. Property managers integrate their detailed property listings into the Monaker Booking Engine with the goal of reaching a broad audience of travelers seeking ALRs, through distribution channels they could not access otherwise.

HotPlay Enterprises Limited

Ritter House

Wichkams Cay II

PO Box 3170

Road Town, Tortola VG 1110

British Virgin Islands

+66 (021) 055-777

HotPlay, a private company organized under the laws of the British Virgin Islands, has rights to certain intellectual property relating to in-game advertising technology that enables brands to insert seamless non-intrusive and even interactive advertising content into online games. The technology also enables advertisers to deliver special privileges in the form of non-intrusive and interactive digital coupons, redeemable both online and offline. Pursuant to the HotPlay exchange agreement, HotPlay also acquired (a) 49% of the Class A shares of capital stock of HotPlay Thailand; and (b) (i) 90.57% of the voting, and (ii) 95% of the economic and liquidation rights associated with HotPlay Thailand through a preferred share structure, which acquisition has occurred to date. HotPlay Thailand is expected to license the in-game advertising technology from HotPlay, and to put various agreements in place to engage TAI (defined below) to create games from the intellectual property held by HotPlay, and any other game production that HotPlay Thailand deems beneficial for HotPlay’s business expansion, including a planned web-based game.

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Axion Ventures, Inc.

Suite 1400-400 Burrard Street

Vancouver, British Columbia, V6C 2T6 Canada

(604) 219-2140

Axion is a public company organized in June 2011 under the British Columbia Business Corporations Act. In May 2016, Axion began its operations as an online video gaming and technology company. Axion’s ordinary shares are traded on the TSX Venture Exchange under the symbol “AXV”, and are quoted on the OTC Pink market maintained by OTC Markets, under the symbol “AXNVF”.

Axion beneficially owns 54.22% of Axion Games Limited (“Axion Games”), a private Cayman Islands corporation with primary operations in Shanghai, Peoples Republic of China (PRC), which is an online video game development and publishing company. Axion also has an investment in Innovega Inc. (“Innovega”), a private Delaware company with offices in Bellevue, Washington, and San Diego, California, that is developing digital eyewear that leverages contact lens and nanotechnology to deliver virtual reality (“VR”), augmented reality (“AR”), and mixed reality experiences from stylish glasses. Axion currently holds approximately 6.1% of Innovega’s issued and outstanding preference shares and approximately 1.4% of Innovega’s total issued and outstanding shares and options (fully diluted basis). Additionally, in December 2016, Axion and True Incube Co., Ltd. (“True Incube”), an affiliate of True Corporation Public Company Limited (“True Corporation”), one of Southeast Asia’s leading telecommunications, media enterprises and game publishers, agreed to form a joint venture to establish a video game academy and development studio in Thailand. Under the terms of a joint venture and shareholders’ agreement (the “JVA”), the joint venture operates as a Thai company named “True Axion Interactive Ltd.” (“TAI”) with Axion Interactive, Inc.

The Share Exchanges (see page 110)

The original HotPlay share exchange agreement was amended on October 28, 2020, when the Company, HotPlay, and the HotPlay stockholders entered into a First Amendment to Share Exchange Agreement dated and effective October 23, 2020 (the “First HotPlay amendment”), which amended the HotPlay exchange agreement to: (a) extend the date the transactions contemplated by the HotPlay exchange agreement were required to be completed by from October 30, 2020, to November 30, 2020; (b) extend the date by which HotPlay was required to acquire (a) 49% of the Class A shares of the capital stock of HotPlay (Thailand) Company Limited, a private company organized under the laws of Thailand (“HotPlay Thailand”); and (b) (i) 90.57% of the voting, and (ii) 95% of the economic and liquidation rights associated with HotPlay Thailand through a preferred share structure, to November 15, 2020 (previously such date was 30 days after the parties’ entered into the HotPlay exchange agreement), which acquisition has been completed to date; and (c) amend the terms of those certain convertible promissory notes issued by Monaker to HotPlay in consideration for an aggregate of $2,000,000 of advances received from HotPlay to date, to allow HotPlay until November 15, 2020, to deliver the required audited and interim financial statements in the form required by the SEC, in connection with this proxy statement.

Additionally, the original Axion exchange agreement was also amended on October 28, 2020, when the Company, the Axion stockholders, and Axion creditors entered into a First Amendment to Share Exchange Agreement dated and effective October 23, 2020 (the “First Axion amendment”), which amended the Axion exchange agreement to extend the date the transactions contemplated by the Axion exchange agreement were required to be completed by from October 30, 2020, to November 30, 2020.

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● Extend the date by which the HotPlay exchange agreement is required to be completed until December 31, 2020 (from November 30, 2020);

● Remove the requirement previously set forth in the HotPlay exchange agreement that the Axion exchange agreement had to close contemporaneously with the HotPlay exchange agreement; and

● Make various other conforming changes to the HotPlay exchange agreement in connection with the amended and restated Axion exchange agreement discussed below.

Also, on November 16, 2020, the Company, the Axion stockholders and the Axion creditors entered into an Amended and Restated Share Exchange Agreement (as amended from time to time, the “Axion exchange agreement”), which amended the Axion exchange agreement to:

● Remove the prior requirements and concepts from the Axion exchange agreement which required the Company to issue shares of common stock in exchange for the Axion shares and Axion debt, and instead provide for such Axion shares to be exchanged for 10,000,000 shares of Series B Preferred Stock, were (prior to the amendment described below) automatically convertible into that number of shares of common stock of the Company as equals (a) 14.68%; multiplied by, the post-closing capitalization, rounded up to the nearest thousandths place, less (b) the number of shares of the Company’s common stock issuable upon conversion of the Series C Preferred Stock (defined below) and the exercise of the creditor warrants, on the Approval Date (defined and discussed below under “Description of Monaker Capital Stock—Series B Convertible Preferred Stock”, beginning on page 287)(the “Series B Shares”) and to exchange such Axion debt for 3,828,500 shares of Series C Preferred Stock, which are automatically convertible into common shares on the Approval Date (defined and discussed below under “Description of Monaker Capital Stock—Series B Convertible Preferred Stock”, beginning on page 287) on a one-for-one basis (the “Series C Shares” and the shares of common stock issuable upon conversion thereof, the “Series C Conversion Shares”), and to similarly remove the requirement from the Axion exchange agreement that the Company receive stockholder approval for the issuance of the shares of common stock which were to be issued to the Axion stockholders and Axion creditors at the closing of the transactions contemplated by the Axion exchange agreement, and instead require the Company to obtain stockholder approval for the issuance of the shares of common stock issuable upon conversion of the Series B Preferred Stock and Series C Preferred Stock, and upon exercise of the warrant to purchase 1,914,250 shares of common stock of the Company which the Company granted to Cern One upon closing of the Axion exchange agreement, after issuance of such securities;

● Remove the requirement that the HotPlay exchange agreement had to close simultaneously with the Axion exchange agreement; and

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● remove Uniq Other Vendors as a Axion stockholder (and Series B Preferred Stock holder), from such Amended and Restated Share Exchange Agreement;

● agree to the amendment and restatement of the Series B Preferred Stock of the Company as discussed below.

Additionally, although the Axion share exchange closed on November 16, 2020, the Company has yet to formally complete the transfer of the ownership of the Axion shares into its name, and the Company may choose to not formally complete such transfer, but to instead obtain the contractual rights to vote and receive the economic rights to such shares, until such time as such shares can be formally transferred.

● Fix the number of shares of Monaker common stock issuable to the HotPlay stockholders at the closing at 52,000,000 shares of common stock;

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● Extend the date by which the HotPlay exchange agreement is required to be completed until February 28, 2021 (from December 31, 2020);

● Provide for there to be eight members of the board of directors at closing (provided that the parties have since agreed informally to increase such number of directors to nine), with four appointed by HotPlay, two appointed by Monaker, and two (now three pursuant to the agreement of the parties) appointed mutually by Monaker and HotPlay; and

● Allow for Monaker to enter into agreements and take actions outside of the ordinary course of business through the closing date with the prior consent of HotPlay.

● remove Uniq Other Vendors as an Axion stockholder (and Series B Preferred Stock holder), from such Amended and Restated Share Exchange Agreement;

● agree to the amendment and restatement of the Series B Preferred Stock of the Company as discussed below.

Also on January 6, 2021, stockholders holding a majority of the outstanding shares of Series B Preferred Stock of the Company approved an amendment and restatement of the designation of the Series B Preferred Stock, which was previously approved by the board of directors of the Company on December 14, 2020, and which amended and restated designation was filed with the Secretary of State of Nevada on January 7, 2021, which amended the Series B Preferred Stock to fix the number of shares of common stock issuable upon conversion of the Series B Preferred Stock at 7,417,700 shares of Monaker common stock.

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Finally, on February 22, 2021, Monaker, HotPlay and the HotPlay stockholders, entered into a Fourth Amendment to Share Exchange Agreement, amending the HotPlay exchange agreement to:

● Include confirmations by each HotPlay stockholder of their ‘accredited investor’ status, among other things; and

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The HotPlay stockholders, pursuant to the terms of such HotPlay exchange agreement, and the closing conditions described in such agreement, have agreed to exchange 100% of the outstanding capital shares of HotPlay (making HotPlay a wholly-owned subsidiary of the Company following the closing of the transactions contemplated therein) in consideration for 52,000,000 shares of the Company’s restricted common stock (as adjusted for stock splits occurring prior to the closing of the HotPlay share exchange (the “closing” and the “HotPlay shares”). The following table summarizes the number of shares of Monaker common stock that would be issued as a result of the closing and the Axion preferred conversion based on the current number of shares of Monaker common stock outstanding, and assuming that no additional shares of Monaker common stock are issued prior to the closing. The below table does not take into account the effects of the proposed Monaker reverse stock split discussed under Proposal 4 beginning on page 197. The below is provided for information purposes only and the number of shares of Monaker common stock outstanding at closing, and the actual percentages at closing may be materially different than as set forth below based on the actual number of shares of Monaker common stock outstanding at the closing and/or other convertible securities of Monaker issued prior to the closing:

Post-Closing Outstanding and Voting Shares*
Monaker Outstanding ⁽¹⁾	18,765,839	22.9	%
Issuable upon conversion of the outstanding Series B Preferred Stock	7,417,700	9.0	%
Issuable upon conversion of the outstanding Series C Preferred Stock	3,828,500	4.7	%
Issuable to the HotPlay stockholders	52,000,000	63.4	%
Total Outstanding Post-Closing	82,012,039	100.0	%

*Post-Closing Capitalization⁽²⁾**
Monaker Outstanding ⁽¹⁾	18,765,839	22.4	%
Issuable upon conversion of the outstanding Series B Preferred Stock	7,417,700	8.8	%
Issuable upon conversion of the outstanding Series C Preferred Stock	3,828,500	4.6	%
Issuable to the HotPlay stockholders	52,000,000	62.0	%
Issuable upon exercise of the creditor warrants	1,914,250	2.3	%
Total Post-Closing Capitalization	83,926,289	100.0	%

*Post-Closing Fully-Diluted Shares⁽³⁾**
Monaker Outstanding ⁽¹⁾	18,765,839	22.1	%
Issuable upon conversion of the outstanding Series B Preferred Stock	7,417,700	8.7	%
Issuable upon conversion of the outstanding Series C Preferred Stock	3,828,500	4.5	%
Issuable to the HotPlay stockholders	52,000,000	61.1	%
Issuable upon exercise of the creditor warrants	1,914,250	2.3	%
Issuable upon exercise of outstanding Monaker warrants other than the creditor warrants	1,131,671	1.3	%
Total Post-Closing Fully-Diluted Shares	85,057,960	100.0	%

* Without taking into account the proposed reverse stock split. Percentages may not total due to rounding.

(1) Based on the current outstanding shares of common stock of Monaker.

(2) Includes shares issuable upon exercise of the creditor warrants (which are subject to vesting), but not any of Monaker’s other outstanding warrants.

Following the automatic conversion of the Series B Shares and Series C Shares into common stock of the Company at the closing of the HotPlay share exchange, Red Anchor, which entity is controlled by Ms. Nithinan Boonyawattanapisut, who will become a director of the Company and co-Chief Executive Officer of the Company, following the closing, and her spouse, Mr. J. Todd Bonner, who will also become a member of the Board of Directors following the closing, as a result of the HotPlay share exchange and such automatic conversion of preferred stock, will own approximately 33.2% of Monaker’s outstanding common stock following the closing and will be Monaker’s largest stockholder following the closing, with Mr. Jwanwat Ahriyavraromp and Mrs. Pornsinee Chalermrattawongz, the beneficial owners of T&B and Tree Roots, controlling approximately 31.1% of Monaker’s outstanding common stock at the closing (as a result of the HotPlay share exchange) and being Monaker’s second largest stockholder following the closing, in each case based on the current outstanding shares of common stock of Monaker, and assuming no changes in the allocation of the 52,000,000 shares of Monaker common stock issuable to the HotPlay stockholders at closing.

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Pursuant to the Axion exchange agreement, the Axion stockholders (including Cern One), on November 16, 2020, the closing date of the Axion exchange agreement, exchanged ordinary shares of Axion equal to 33.85% of the outstanding common shares of Axion, in consideration for 10,000,000 shares of Series B Preferred Stock (discussed and described below “Description of Monaker Capital Stock—Series B Convertible Preferred Stock”, beginning on page 287), which are automatically convertible into 7,417,700 common shares of the Company upon the occurrence of certain events, including the closing of the HotPlay exchange agreement (the “Series B Shares”); and (b) Red Anchor (also party to the HotPlay exchange agreement), Cern One and certain other creditors of Axion, exchanged $7,657,024 in promissory notes issued by, or other debt owed by, Axion to such Axion creditors (Axion debt), with the Company, in exchange for 3,828,500 shares of Series C Preferred Stock (discussed and described below under “Description of Monaker Capital Stock—Series C Convertible Preferred Stock”, beginning on page 288), which are automatically convertible into common shares of the Company upon the occurrence of certain events on a one-for-one basis (the “Series C Shares” and the shares of common stock issuable upon conversion thereof, the “Series C Conversion Shares”), and Cern One was granted warrants to purchase 1,914,250 shares of common stock (with such number of shares of common stock equal to approximately the aggregate Axion debt divided by four) with an exercise price of $2.00 per share (the “creditor warrants” and such shares of common stock issuable upon exercise of the Creditor Warrants, the “creditor warrant shares”). The creditor warrants have cashless exercise rights and will have a term of two years, beginning on the Vesting Date. The creditor warrants vest on the later of (a) the Approval Date (defined and discussed below under “Description of Monaker Capital Stock—Series B Convertible Preferred Stock”, beginning on page 287), and the earlier of (i) the date the Axion debt is fully repaid by Axion or (ii) the date that Monaker obtains 51% or more of the voting control of, and economic rights to, Axion, provided that such vesting date must occur before November 16, 2021, or the creditor warrants will terminate (as applicable, the “Vesting Date”).

Following the closing of the HotPlay share exchange, the current HotPlay securityholders are expected to own approximately 63.4% of the outstanding common stock of Monaker, and the Axion stockholders and Axion creditors are expected to own, upon the automatic conversion of the outstanding Series B Shares and Series C Shares into common stock of the Company upon the closing of the HotPlay share exchange, approximately 13.4% of the aggregate outstanding common stock of Monaker, without taking into account the shares of common stock issuable upon exercise of the creditor warrants, with the Monaker stockholders prior to the effective date of the closing holding approximately 22.9% of the aggregate outstanding common stock of the combined company, in each case based on the current outstanding shares of common stock of Monaker. Additionally, a total of approximately 30.2% of the outstanding shares of common stock of the combined company following the HotPlay share exchange will be owned by Red Anchor, which entity is controlled by Ms. Nithinan Boonyawattanapisut, who will become a director of the Company and co-Chief Executive Officer of the Company, following the closing and her spouse, Mr. J. Todd Bonner, who will also become a member of the Board of Directors following the closing, as a result of the HotPlay share exchange, which, together with the shares issuable to such holder in connection with the conversion of the Series C Preferred Stock shares currently held by Red Anchor, will own approximately 33.2% of Monaker’s outstanding common stock following the closing and will be Monaker’s largest stockholder following the closing, with Mr. Jwanwat Ahriyavraromp and Mrs. Pornsinee Chalermrattawongz, the beneficial owners of T&B and Tree Roots, controlling approximately 31.1% of Monaker’s outstanding common stock at the closing (as a result of the HotPlay share exchange) and being Monaker’s second largest stockholder following the closing, in each case based on the current outstanding shares of common stock of Monaker, and assuming no changes in the allocation of the 52,000,000 shares of Monaker common stock issuable to the HotPlay stockholders at closing.

Each share of Monaker common stock issued and outstanding at the time of the closing will remain issued and outstanding and those shares will be unaffected by the HotPlay share exchange or the Axion preferred conversion. Monaker stock options and other equity awards that are outstanding immediately prior to the effective time of the closing will also remain outstanding and be unaffected by the HotPlay share exchange and/or the Axion preferred conversion. Please see “The Share Exchanges—Stock Options” beginning on page 140.

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The HotPlay share exchange will be completed as promptly as practicable after all of the conditions to completion of the HotPlay share exchange are satisfied or waived, including the approval of the stockholders of Monaker, and the Axion preferred conversion is anticipated to occur on or immediately following the closing of the HotPlay share exchange. Monaker, the HotPlay stockholders, and HotPlay are working to complete the HotPlay share exchange as quickly as practicable and expect that the HotPlay share exchange will be completed during the second calendar quarter of 2021. However, Monaker, the HotPlay stockholders, and HotPlay cannot predict the exact timing of the completion of the HotPlay share exchange because it is subject to various conditions.

After completion of the HotPlay share exchange, Monaker will be renamed “Nextplay Technologies, Inc.”

Reasons for the Share Exchanges (see page 123)

Monaker’s board of directors considered numerous factors in reaching its conclusion to approve the share exchanges and to recommend that the Monaker stockholders approve the issuance of shares of Monaker common stock in the share exchanges, including those discussed under the sections entitled “The Share Exchanges—Background of the Share Exchanges” beginning on page 110 and “The Share Exchanges—Reasons for the Share Exchanges” beginning on page 123 of this proxy statement.

Opinion of Lehrer as Monaker’s Financial Advisor (see page 127)

Lehrer, the financial advisor of Monaker, was retained on July 1, 2020, to render an opinion as to the fairness to Monaker’s stockholders, of the share exchanges. On July 17, 2020, Lehrer provided its initial indication to Mr. Kerby and the board of directors that he was satisfied that the proposed terms of the share exchanges, based upon and subject to the assumptions, factors, qualifications and limitations set forth in the written opinion described herein, were fair and equitable to Monaker and its stockholders (which was subsequently confirmed in writing by delivery of a written opinion by Lehrer on August 14, 2020). The Company’s board of directors then requested that Lehrer update its analysis to reflect the revised terms of the transaction. Lehrer delivered its opinion to the Company’s board of directors that, as of January 12, 2021, and based upon and subject to the factors and assumptions set forth therein, the share exchanges, were fair and equitable to Monaker and its stockholders. The full text of this written opinion provided to the Monaker board of directors, which describes, among other things, the assumptions made, procedures followed, factors considered, qualifications and limitations on the review undertaken, is attached as Annex F to this proxy statement and is incorporated by reference in its entirety. Holders of Monaker common stock are encouraged to read the opinion carefully in its entirety. The Lehrer opinion was provided to the board of directors of Monaker in connection with Lehrer’s evaluation of the consideration provided for in the share exchanges. It does not address any other aspect of the share exchanges or any alternative to the share exchanges and does not constitute a recommendation as to how any stockholders of Monaker should vote or act in connection with the share exchanges or otherwise. See also “The Share Exchanges—Opinion of Dr. Kenneth Eugene Lehrer as Monaker’s Financial Advisor”, beginning on page 127, below.

Overview of the Share Exchanges

Share Exchange Consideration (see pages 140 and 159)

At the effective time of the HotPlay share exchange, 100% of the outstanding ordinary shares of HotPlay immediately prior to the effective time of the HotPlay share exchange will be exchanged for 52,000,000 shares of Monaker Common Stock, subject to adjustment to account for the proposed reverse stock split to be implemented prior to the closing of the HotPlay share exchange as discussed in Proposal No. 4.

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On November 16, 2020, the effective date of the Axion share exchange, the Axion stockholders (including Cern One), exchanged ordinary shares of Axion equal to 33.85% of the outstanding common shares of Axion, in consideration for 10,000,000 shares of Series B Preferred Stock (discussed and described below “Description of Monaker Capital Stock—Series B Convertible Preferred Stock”, beginning on page 287), which are automatically convertible into 7,417,700 common shares of the Company upon the occurrence of certain events, including the closing of the HotPlay exchange agreement (the “Series B Shares”); and (b) Red Anchor (also party to the HotPlay exchange agreement), Cern One and certain other creditors of Axion, exchanged $7,657,024 in promissory notes issued by, or other debt owed by, Axion to such Axion creditors (Axion debt), with the Company, in exchange for 3,828,500 shares of Series C Preferred Stock (discussed and described below under “Description of Monaker Capital Stock—Series C Convertible Preferred Stock”, beginning on page 288), which are automatically convertible into common shares of the Company upon the occurrence of certain events on a one-for-one basis, and Cern One was granted warrants to purchase 1,914,250 shares of common stock (with such number of shares of common stock equal to approximately the aggregate Axion debt divided by four) with an exercise price of $2.00 per share. The creditor warrants have cashless exercise rights and will have a term of two years, beginning on the Vesting Date. The creditor warrants vest on the later of (a) the Approval Date (defined and discussed below under “Description of Monaker Capital Stock—Series B Convertible Preferred Stock”, beginning on page 287) and the earlier of (i) the date the Axion debt is fully repaid by Axion or (ii) the date that Monaker obtains 51% or more of the voting control of, and economic rights to, Axion, provided that such vesting date must occur before November 16, 2021, or the creditor warrants will terminate (as applicable, the “Vesting Date”). The 52,000,000 shares of common stock issuable to the HotPlay Stockholders and the shares of common stock issuable upon conversion of the Series B Preferred and Series C Preferred Stock, as discussed above, are subject to adjustment in connection with any reverse stock split implemented prior to the closing of the HotPlay share exchange, and the creditor warrants, including the number of shares issuable upon exercise thereof, and the exercise price thereof, are subject to adjustment in connection with any stock split (forward or reverse) implemented prior to or after the closing.

Notwithstanding the prior closing of the Axion share exchange, the conversion of the Series B Preferred Stock and Series C Preferred Stock is subject to the approval of the issuance of such shares by the stockholders of the Company pursuant to applicable NASDAQ rules and the exercise of the creditor warrants is similarly subject to the approval of the issuance of such shares by the stockholders of the Company pursuant to applicable NASDAQ rules.

As a result, following the completion of the HotPlay share exchange and at the time of the Axion preferred conversion, the current HotPlay securityholders are expected to own approximately 63.4% of the aggregate outstanding shares of common stock of Monaker, and the Axion stockholders and Axion creditors are expected to own approximately 13.4% of the aggregate outstanding common stock of Monaker (without taking into account shares of common stock issuable upon exercise of the creditor warrants), with the Monaker stockholders prior to the effective date holding approximately 22.9% of the aggregate outstanding common stock of the combined company (without taking into account shares of common stock issuable upon exercise of the creditor warrants). Additionally, a total of approximately 30.2% of the outstanding shares of common stock of the combined company following the closing will be issued to Red Anchor, which entity is controlled by Ms. Nithinan Boonyawattanapisut, who will become a director of the Company and co-Chief Executive Officer of the Company, following the closing and her spouse, Mr. J. Todd Bonner, who will also become a member of the Board of Directors following the closing, as a result of the HotPlay share exchange, which, together with the shares issuable to such holder in connection with the conversion of the Series C Preferred Stock shares, will own approximately 33.2% of Monaker’s outstanding common stock following the closing and will be Monaker’s largest stockholder following the closing, with Mr. Jwanwat Ahriyavraromp and Mrs. Pornsinee Chalermrattawongz, the beneficial owners of T&B and Tree Roots, controlling approximately 31.1% of Monaker’s outstanding common stock at the closing (as a result of the HotPlay share exchange) and being Monaker’s second largest stockholder following the closing, in each case based on the current outstanding shares of common stock of Monaker, and assuming no changes in the allocation of the 52,000,000 shares of Monaker common stock issuable to the HotPlay stockholders at closing.

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The HotPlay share exchange agreement and the Series B Preferred Stock and Series C Preferred Stock do not include a price-based adjustment or termination right, so there will be no adjustment to the total number of shares of Monaker common stock that HotPlay stockholders, former Axion stockholders, or former Axion creditors will be entitled to receive for changes in the market price of Monaker common stock prior to the closing and Axion preferred conversion. Accordingly, the market value of the shares of Monaker common stock issued pursuant to the HotPlay share exchange and in connection with the Axion preferred conversion will depend on the market value of the shares of Monaker common stock at the time of the closing/Axion preferred conversion and could vary significantly from the market value on the date of this proxy statement.

Conditions to Completion of the HotPlay Share Exchange (see page 156)

To complete the HotPlay share exchange, Monaker stockholders must approve the issuance of shares of Monaker common stock to the HotPlay stockholders by virtue of the HotPlay share exchange and an amendment to the Monaker charter in connection with the proposed reverse stock split and name change. In addition to obtaining such stockholder approvals, each of the other closing conditions set forth in the HotPlay exchange agreement must be satisfied or waived. See the section entitled “The HotPlay Exchange Agreement—Conditions to Completion of the Share Exchange” beginning on page 156 of this proxy statement.

No Solicitation (see page 149)

The HotPlay share exchange agreement contains provisions prohibiting Monaker from seeking a competing transaction, subject to specified exceptions described in the HotPlay exchange agreement. Under these “no solicitation” provisions, Monaker has agreed, subject to specified exceptions, that neither it nor its representatives will directly or indirectly solicit or encourage any competing proposal or transaction without approval of the HotPlay stockholders.

Termination of the HotPlay Exchange Agreement (see page 160)

Monaker, HotPlay, or the HotPlay stockholders can terminate the HotPlay exchange agreement under certain circumstances, which would prevent the HotPlay share exchange from being completed.

Effect of Termination (see page 161)

While the HotPlay exchange agreement does not provide for any penalties or ‘break-up’ fees upon termination thereof, in the event the HotPlay exchange agreement is terminated the HotPlay convertible notes will either convert into common stock of Monaker, at a conversion price of $2.00 per share, or be forgiven in their entirety by HotPlay.

HotPlay Convertible Notes (see page 168)

On September 1, 2020, September 18, 2020, September 30, 2020, on or around November 2, 2020, on November 24, 2020, December 11, 2020, December 30, 2020 and January 6, 2021, HotPlay advanced Monaker $300,000, $700,000, $1,000,000, $400,000, $100,000, $350,000, $100,000 and $50,000, respectively, under the terms of the HotPlay exchange agreement. Such advances were evidenced by convertible promissory notes in Monaker, which provide that in the event the HotPlay exchange agreement is terminated, the HotPlay convertible notes will either convert into common stock of Monaker, at a conversion price of $2.00 per share, or be forgiven in their entirety by HotPlay.

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Subsidiary Formation and Funding Agreement (see page 170)

Effective on January 11, 2021, Monaker, NextTrip Group, LLC, a newly formed Florida limited liability company, which is wholly-owned by Monaker (“NextTrip”), HotPlay, and the HotPlay stockholders, entered into a Subsidiary Formation and Funding Agreement (the “Formation and Funding Agreement”). The entry into the Formation and Funding Agreement was a required condition to closing the HotPlay exchange agreement. Monaker agreed pursuant to the Formation and Funding Agreement, prior to the date of the closing, to transfer all of the assets, operations, material agreements, employees, and goodwill of Monaker relating to travel operations and business (collectively, the “travel operations”) to NextTrip to insulate the travel operations from the remainder of Monaker’s post-closing operations and allow for Monaker’s pre-closing management to continue to manage the travel operations post-closing pursuant to the terms of the NextTrip operating agreement (defined below). The Formation and Funding Agreement also requires Monaker (which at that time will have acquired 100% ownership of HotPlay), to transfer, within five (5) business days of the closing, no less than $5.8 million (less pre-closing advances (defined below)) of the cash held on the books of HotPlay at the time of closing to NextTrip (the “initial advance”). “Pre-closing advances” means the aggregate amount of the HotPlay loans. The initial advance is a 0% interest loan which is forgivable in the event of a spin-off of NextTrip. The Formation and Funding Agreement also requires Monaker to advance an additional $10 million to NextTrip in 2021, pursuant to a mutually agreed-upon schedule of advances (the “subsequent advances”, and together with the initial advance, the “advances”). The subsequent advances shall similarly be 0% interest loans which are forgivable in the event of a spin-off of NextTrip.

Additionally, as a separate requirement from the requirement to make the advances, Monaker is required to continue to fund all NextTrip expenses and operations, for so long as Monaker owns at least 50% of NextTrip, provided that NextTrip stays within 130% of a budget approved by the Board of Managers of NextTrip on an annual (calendar year) basis (the “budget threshold”). Under the Funding and Formation Agreement, NextTrip is required to assume all of the contractual and other obligations and liabilities of Monaker incurred before closing, provided that if such formal assumption is deemed too difficult or impracticable by NextTrip, or such formal assumption would trigger any defaults, required consents, or would be subject to any prerequisites, instead of formally assuming such obligations, NextTrip is required to pay such obligations as they come due and according to their terms (as such may be amended and modified from time to time).

Additionally, if Monaker’s currently pending lawsuit with IDS, Inc. (“IDS”), results in IDS returning the 1,968,000 shares of restricted common stock of Monaker which were originally issued to IDS in August 2019 (the “IDS Shares”), NextTrip shall, with the approval of the Board of Directors of Monaker, which shall not be unreasonably withheld or delayed, be able to use, and have issued for its benefit, such number of shares of Monaker for acquisitions and strategic transactions which benefit NextTrip and the travel operations, at the request of the NextTrip Board of Managers.

NextTrip Group Formation and Operating Agreement (see page 171)

On January 11, 2021, Monaker, as sole-owner of NextTrip (which has been formed as a Florida limited liability company), adopted the Operating Agreement of NextTrip (the “operating agreement”), the adoption of which was a required condition to closing the HotPlay share exchange. The operating agreement establishes the framework for the governance and operation of NextTrip. Under the operating agreement, NextTrip is authorized to issue up to 1,000,000 membership interests, of which all 1,000,000 membership interests are currently outstanding and held by Monaker. The operating agreement prohibits the transfer of any membership interests without the approval of the Board of Managers (defined below) and as such, the Board of Managers effectively has control over any change of control transaction involving NextTrip.

The operating agreement provides for a three-person Board of Managers (“Board of Managers”) who manage NextTrip. Of those three members, two of such members are appointed by William Kerby and Donald P. Monaco, the current Chief Executive Officer and director and Chairman of the board of directors of Monaker, and one of the members of the Board of Directors is selected by Monaker. Such designees can remove the managers they can appoint, replace such members from time to time in their discretion, and choose which persons fill vacancies created on the Board of Managers (to the extent such vacancies relate to positions they have authority to fill).

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The initial members of the Board of Managers of NextTrip are (1) Mr. Kerby, (2) Mr. Monaco, and (3) Mr. J. Todd Bonner, a Director of HotPlay.

The Board of Managers are tasked with creating a budget for NextTrip from time to time, but at least annually.

Mr. Kerby serves as the Chief Executive Officer of NextTrip, and has the authority to appoint employees of NextTrip, and set forth their positions and salaries with NextTrip, and to further provide for the bonuses payable to such persons, provided that such compensation and bonuses do not exceed more than $500,000 in aggregate in any calendar year.

The operating agreement also provides that the Board of Managers, in their sole discretion, subject to applicable law, and advice of counsel, may determine that it is in the best interests of NextTrip to spin-off the membership interests of NextTrip held by Monaker to Monaker’s stockholders (a “spin-off” and a “spin-off determination”). In the event of a spin-off determination, the board of directors of Monaker is required to hold a Special Meeting of the board of directors to discuss such spin-off determination (the “spin-off meeting”), and whether or not such spin-off determination is in the best interests of Monaker and its stockholders. Notwithstanding the foregoing, it is to be presumed that such spin-off is in the best interests of Monaker and its stockholders. In the event the board of directors determines not to move forward with a spin-off, the Board of Managers may make additional spin-off determinations in the future, subject to the obligation of the board of directors of Monaker to approve such spin-offs. If the board of directors of Monaker determines to move forward with the spin-off, the spin-off will proceed according to applicable law, and if necessary, NextTrip will convert into a corporation prior to, or in connection with, such spin-off. Notwithstanding the rights of the Board of Managers above, neither Monaker, NextTrip, or the Board of Managers have any present intention to affect a spin-off of NextTrip.

Additionally, if the board of directors of Monaker has determined to proceed with a spin-off, the number of authorized membership interests of NextTrip are automatically increased by 33%, after which time the Board of Managers are authorized to issue additional membership interests of NextTrip to managers, officers, management, employees, or consultants of NextTrip, in their sole discretion, in consideration for services rendered or to be rendered.

Director Voting Agreement (see page 173)

Management Following the HotPlay Share Exchange (see page 259)

Effective as of the closing of the HotPlay exchange agreement, each of the executive officers of the Company will continue with the Company, and the officers of the combined company will include Co-Chief Executive Officers (1) Mr. William Kerby (the Company’s current Chief Executive Officer) and (2) Ms. Nithinan Boonyawattanapisut (who will also become a member of the Company’s board of directors, a director of HotPlay and of Red Anchor, and the spouse of Mr. J. Todd Bonner (who will become a director of the Company following the closing)); Mr. Mark Vange (the Chief Technology Officer of HotPlay) as Chief Technology Officer of the Company; Mr. Sirapop ‘Kent’ Taepakdee (the Company’s current Chief Financial Officer), as Chief Financial Officer of the Company; and Mr. Timothy Sikora (the Company’s current Chief Operating Officer and Chief Information Officer), as Chief Operating Officer and Chief Information Officer of the Company.

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Interests of Certain Directors, Officers and Affiliates of Monaker (see pages 134 and 167)

When considering the recommendation of the Monaker board of directors, you should be aware that certain members of the Monaker board of directors and named executive officers of Monaker have interests in the share exchanges that may be different from, or in addition to, interests they may have as Monaker stockholders. The Monaker board of directors was aware of the following interests and considered them, among other matters, in its decision to approve the share exchange agreements.

Continued Service with Combined Company

At the effective time of the HotPlay share exchange, the officers of the combined company will include Mr. William Kerby (the Company’s current Chief Executive Officer), who will serve as co-Chief Executive Officer of the Company, along with Ms. Boonyawattanapisut; Mr. Sirapop ‘Kent’ Taepakdee (the Company’s current Chief Financial Officer), as Chief Financial Officer of the Company; and Mr. Timothy Sikora (the Company’s current Chief Operating Officer and Chief Information Officer), as Chief Operating Officer and Chief Information Officer of the Company.

Additionally, Mr. William Kerby, Mr. Donald P. Monaco, and Mr. Simon Orange, current directors of Monaker, will continue as directors of the combined company after the effective time of the HotPlay share exchange. Additionally, each of the HotPlay stockholders and their affiliates also agreed to vote for the nomination and appointment of each of Mr. Kerby and Mr. Monaco until nominee the earlier of February 26, 2026, the date of both Mr. Kerby’s and Mr. Monaco’s death, or the date that both Mr. Kerby and Mr. Monaco have provided notice of termination to such HotPlay Stockholders, as described in greater detail under “Agreements Related to the HotPlay Share Exchange—Director Voting Agreement” on page 173.

Other

The interests of the Monaker board of directors also relate to or arise from, among other things:

● severance benefits to which each of Monaker’s executive officers would become entitled in the event of a change of control of Monaker and/or his or her termination of employment within specified periods of time relative to the completion of the HotPlay share exchange, and additional amounts which would be payable to Mr. William Kerby, our Chief Executive Officer and director and Mr. Donald P. Monaco, our Chairman in guaranty fees, as specified below under “The Share Exchanges—Interests of the Monaker Directors and Executive Officers in the Share Exchanges”, beginning on page 134, under “Change of Control Payments with Monaker’s Named Executive Officers and Guaranty Agreement”;

● that William Kerby and Donald P. Monaco, currently directors of Monaker, will serve as two of the three members of the Board of Managers of NextTrip following the HotPlay share exchange, and will therefore have effective control over the pre-closing assets and operations of Monaker, as specified below under “Agreements Related to the HotPlay Share Exchange—NextTrip Group Operating Agreement” on page 171;

● that the operating agreement of NextTrip provides that the Board of Managers of NextTrip the right to request that Monaker spin-off the membership interests of NextTrip held by Monaker to Monaker’s stockholders, see below under “Agreements Related to the HotPlay Share Exchange—NextTrip Group Operating Agreement” on page 171; and

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Material U.S. Federal Income Tax Consequences of the Share Exchanges (see page 138)

Monaker does not anticipate the transactions contemplated by the Axion share exchange, or the Axion preferred conversion, being deemed a reorganization of Monaker under the Code or having any material tax effect for Monaker stockholders.

Since Monaker stockholders will continue to own and hold their existing shares of Monaker common stock following the HotPlay share exchange and Axion preferred conversion, the HotPlay share exchange and Axion preferred conversion generally will not result in U.S. federal income tax consequences to Monaker stockholders.

Risk Factors (see page 39)

Both Monaker and HotPlay are subject to various risks associated with their businesses and their industries. In addition, the HotPlay share exchange, including the possibility that the HotPlay share exchange may not be completed, poses a number of risks to each company and their respective stockholders, including the following risks:

●

the market price of Monaker common stock following the completion of the share exchanges may decline as a result of the transaction;

●

the anticipated benefits of the share exchanges may not be realized;

●

Monaker stockholders will have a reduced ownership and voting interest in, and will exercise less influence over the management of, the combined company following the completion of the share exchanges;

●

Monaker stockholders may not realize a benefit from the share exchanges commensurate with the ownership dilution they will experience in connection with the share exchanges;

●

failure to complete the HotPlay share exchange may adversely affect the common stock price of Monaker and future business and operations of Monaker and HotPlay;

●

during the pendency of the HotPlay share exchange, Monaker and HotPlay may not be able to enter into a business combination with another party at a favorable price because of restrictions in the share exchange agreements, which could adversely affect their respective businesses;

●

provisions of the HotPlay share exchange agreement may discourage third parties from submitting alternative acquisition proposals, including proposals that may be superior to the share exchanges;

●

the lack of a public market for HotPlay shares makes it difficult to determine the fair value of HotPlay, and the share exchanges consideration to be issued to HotPlay securityholders may exceed the actual value of HotPlay;

●

Monaker and HotPlay will incur substantial transaction-related costs in connection with the HotPlay share exchange;

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●

a failure by Monaker to comply with the continued and initial listing standards of The NASDAQ Capital Market may subject its stock to delisting from NASDAQ, which listing is a condition to the completion of the HotPlay share exchange;

●

Monaker and HotPlay may become involved in securities class action litigation or stockholder derivative litigation that could divert management’s attention and harm the combined company’s business, and insurance coverage may not be sufficient to cover all costs and damages;

●

Monaker may not be able to complete the HotPlay share exchange and may elect to pursue another strategic transaction similar to the HotPlay share exchange, which may not occur on commercially reasonably terms or at all; and

●

If the HotPlay share exchange is terminated, Monaker may not have sufficient funds on hand and may not be able to raise sufficient funds to support its operations or continue as a viable operating business.

These risks and other risks are discussed in greater detail under the section entitled “Risk Factors” beginning on page 39. Monaker and HotPlay both encourage you to read and consider all of these risks carefully.

Regulatory Approvals (see pages 141 and 151)

Monaker must comply with applicable federal and state securities laws and the rules and regulations of The NASDAQ Stock Market in connection with the issuance of shares of Monaker common stock in connection with the closing and the Axion preferred conversion and the filing of this proxy statement with the SEC, and although the Axion share exchange closed on November 16, 2020, the Company has yet to formally complete the transfer of the ownership of the Axion shares into its name, and the Company may choose to not formally complete such transfer, but to instead obtain the contractual rights to vote and receive the economic rights to such shares, until such time as such shares can be formally transferred.

NASDAQ Stock Market Listing (see pages 142 and 155)

Monaker has filed an initial listing application with The NASDAQ Capital Market pursuant to The NASDAQ Stock Market’s “change of control” rules. If such application is accepted, Monaker anticipates that Monaker’s common stock will be listed on The NASDAQ Capital Market following the closing under the trading symbol “NXTP.”

Anticipated Accounting Treatment (see page 142)

Monaker currently expects to treat the HotPlay share exchange as a purchase by HotPlay of Monaker under accounting principles generally accepted in the United States, or GAAP. Under the purchase method of accounting, the assets and liabilities of Monaker will be recorded, as of the completion of the HotPlay share exchange, at their respective fair values, in the financial statements of HotPlay. The financial statements of HotPlay issued after the completion of the HotPlay share exchange will reflect these values, but will not be restated retroactively to reflect the historical financial position or results of operations of Monaker.

As of November 30, 2020, the Company has accounted for its 33.85% interest in Axion as an investment in affiliate, valued at the aggregate liquidation preference of the Series B Convertible Preferred Stock issued in consideration for such shares of Axion, as ownership of such Axion shares have not yet been formally transferred to the Company. In the event the ownership of the Axion shares (or voting and economic rights thereto) are successfully transferred to the Company, the Company’s ownership of Axion will be accounted for under the equity method accounting, with such interests marked to market at the end of each fiscal quarter.

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Appraisal Rights and Dissenters’ Rights

Holders of Monaker common stock are not entitled to appraisal rights in connection with the share exchanges, or the Axion preferred conversion.

MARKET PRICE AND DIVIDEND INFORMATION

Historical information regarding sales prices of Monaker’s common stock is widely available because Monaker’s common stock is listed on The NASDAQ Capital Market under the symbol “MKGI.”

HotPlay is a private company, and its ordinary shares are not publicly traded.

Axion’s common shares are traded on the TSX Venture Exchange under the symbol “AXV”, and are quoted on the OTC Pink market maintained by OTC Markets, under the symbol “AXNVF”. The following table presents, for the periods indicated, the range of high and low per share sales prices for Axion’s common stock as reported on the OTC Pink market for each of the periods set forth below.

Axion Common Shares

	High		Low

Year Ended December 31, 2019
First Quarter	$	0.9687	$	0.6074
Second Quarter	$	0.8000	$	0.5350
Third Quarter	$	0.7915	$	0.2836
Fourth Quarter	$	0.3503	$	0.1960
Year Ended December 31, 2020
First Quarter	$	0.3177	$	0.0323
Second Quarter	$	0.1987	$	0.0961
Third Quarter	$	0.3459	$	0.0889
Fourth Quarter	$	0.2100	$	0.0500
Year Ended December 31, 2021
First Quarter (through February 26, 2021)	$	0.1915	$	0.0500

The closing price of Monaker common stock on July 20, 2020, the last trading day prior to the public announcement of the share exchanges, was $2.8956 per share, and the closing price of Monaker common stock on July 21, 2020, was $2.9459 per share, in each case as reported on The NASDAQ Capital Market.

Because the market price of Monaker common stock is subject to fluctuation, the market value of the shares of Monaker common stock that the HotPlay stockholders and the Axion stockholders and Axion creditors will be entitled to receive in the HotPlay share exchange and upon the Axion preferred conversion, respectively, may increase or decrease.

Assuming approval by The NASDAQ Capital Market of the Company’s initial listing application, required as a result of The NASDAQ Stock Market’s “change of control” rules, following the completion of the HotPlay share exchange, the Monaker common stock will be listed on The NASDAQ Capital Market and will trade under Monaker’s new name, “Nextplay Technologies, Inc.,” and new trading symbol “NXTP.”

As of February 26, 2021, the record date for the Special Meeting, Monaker had approximately 466 holders of record of its common stock. At the close of business on the record date, 18,765,839 shares of Monaker common stock were issued and outstanding. The Company also had 10,000,000 outstanding shares of Series B Preferred Stock and 3,828,500 outstanding shares of Series C Preferred Stock as of the record date, neither of which are eligible to vote at the Special Meeting.

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As of the date of this proxy statement, HotPlay had four stockholders and 120,000 outstanding common shares.

Dividends

Monaker has never paid or declared any cash dividends on its common stock and Monaker is currently prohibited from making any dividend payment under the terms of the exchange agreements. Monaker currently intends to retain all available funds and any future earnings to fund the development and expansion of its business, and Monaker does not anticipate paying any cash dividends in the foreseeable future. Any future determination to pay dividends will be at the discretion of Monaker’s board of directors and will depend on Monaker’s financial condition, results of operations, contractual restrictions, capital requirements, and other factors that Monaker’s board of directors deems relevant.

RISK FACTORS

The combined company will be faced with a market environment that cannot be predicted and that involves significant risks, many of which will be beyond its control. In addition to the other information contained in this proxy statement, you should carefully consider the material risks described below before deciding how to vote your shares of Monaker common stock.

Risk Factor Summary

The below is a summary of the Risk Factors described in greater detail below:

●

The number of shares of the Company’s common stock issuable at the closing and in connection with the Axion preferred conversion will result in significant dilution to existing stockholders;

●

The majority owners of HotPlay will obtain majority voting control over the Company following the closing;

●

Monaker’s officers and directors have interests in the share exchange agreements different from the other stockholders of the Company;

●

Combining HotPlay and the Company may be more difficult, costly or time-consuming than expected and the Company may fail to realize the anticipated benefits of the HotPlay share exchange, including expected financial and operating performance of the combined company.

●

The Company may be unable to close the HotPlay share exchange on the schedule proposed, or if at all, and under certain circumstances the HotPlay share exchange may be terminated, which termination may have a material adverse effect on Monaker;

●

The Company and its operations and prospects are subject to restrictions while the HotPlay share exchange is pending;

●

The closing of the HotPlay share exchange is contingent on the Company obtaining certain approvals, which may not be obtained on a timely basis or on favorable terms, if at all, including the requirement that the Company meeting NASDAQ’s initial listing requirements, which the combined company may be unable to meet;

●

Various third parties owe the Company a significant amount of money which may not be timely paid, if at all;

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●

The Company owes significant amounts to Streeterville Capital, LLC, which is secured by a security interest over substantially all of its assets;

●

The Company will need to raise additional funding to support its operations, both before and after the closing, which funding may not be available on favorable terms, if at all;

●

The Company’s operations have been negatively affected by, and have experienced material declines as a result of, COVID-19 and the governmental responses thereto;

●

Currently pending and future litigation affecting the Company and HotPlay may have a material adverse effect on the Company and/or the combined company, and/or prevent the closing;

●

The reverse stock split may have a negative effect on the Company’s post-split stock price and decrease the liquidity of the Company’s common stock;

●

The Company’s operations are subject to uncertainties and risks outside of its control, including third party delays in submissions of alternative lodging rental listings and failures to maintain such rental listings, integrations of such listings and the renewal of such listings;

●

The Company and HotPlay are, and the combined company will be, subject to extensive government regulations and rules, the failure to comply which may have a material adverse effect on the Company, HotPlay and/or the combined company;

●

The success of the Company and HotPlay are, and the combined company will be, subject to the development of new products and services over time;

●

The Company and HotPlay are, and the combined company will be, subject to competition with competitors who have significantly more resources, more brand recognition and a longer operating history than the Company and HotPlay have, and the combined company will have;

●

The Company and HotPlay are, and the combined company will be, subject to risks associated with failures to maintain intellectual property and claims by third parties relating to allegation that the Company and/or HotPlay violate such third parties’ intellectual property rights;

●

The Company and HotPlay rely, and the combined company will rely, on third party service providers and the failure of such third parties to provide the services contracted for, on the terms contracted, or otherwise, could have a material adverse effect on the Company, HotPlay and/or the combined company; and

●

The Company and HotPlay both rely on the Internet and Internet infrastructure for their operations and in order to generate revenues.

Risks Related to the HotPlay Share Exchange and Axion Preferred Conversion

The number of shares of common stock issuable pursuant to the HotPlay share exchange and in connection with the Axion preferred conversion will cause significant dilution to existing stockholders and a change of control.

Pursuant to the HotPlay share exchange, following the completion of the HotPlay share exchange and at the time of the Axion preferred conversion, the current HotPlay securityholders are expected to own approximately 63.4% of the aggregate outstanding shares of common stock of Monaker, and the Axion stockholders and Axion creditors are expected to own approximately 13.4% of the aggregate outstanding common stock of Monaker (without taking into account shares of common stock issuable upon exercise of the creditor warrants), with the Monaker stockholders prior to the effective date holding 22.9% of the aggregate outstanding common stock of the combined company (without taking into account shares of common stock issuable upon exercise of the creditor warrants). As a result, the total shares of common stock issuable upon closing of the HotPlay share exchange and in connection with the Axion preferred conversion will cause significant dilution to existing stockholders, and result in a change of control.

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The number of shares that will be issuable in the HotPlay share exchange and upon conversion of the Series B Preferred Stock are not adjustable based on the market price of Monaker common stock, so the shares issued at the closing may have a greater or lesser value than the market price at the time the share exchange agreements were signed.

The number of shares of common stock issuable at the closing and upon conversion of the Series B Preferred Stock is fixed. Any changes in the market price of Monaker common stock before the closing and Axion preferred conversion will not affect the number of shares HotPlay stockholders, Series B Preferred Stock holders or Axion creditors will be entitled to receive pursuant to the share exchanges. Therefore, if before the closing, the market price of Monaker’s common stock declines from the market price on the date of the share exchanges, then the HotPlay stockholders, Axion stockholders or Axion creditors could receive consideration with a substantially lower value. Similarly, if before the completion of the share exchanges, the market price of Monaker common stock increases from the market price on the date of the share exchange agreements, then the HotPlay stockholders, Axion stockholders or Axion creditors could receive consideration with substantially more value for their shares of HotPlay capital stock, Axion capital stock and debt than the parties had negotiated for in the establishment of the exchange ratios. The HotPlay share exchange agreement does not include a price-based termination right.

The market price of Monaker’s common stock following the HotPlay share exchange may decline as a result of the transactions.

The market price of Monaker’s common stock may decline as a result of the HotPlay share exchange for a number of reasons, including if:

●

investors react negatively to the combined company’s business and prospects; or

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the performance of the combined company’s business or its prospects are not consistent with the expectations of financial or industry analysts.

The Company has not yet transferred the shares of Axion acquired pursuant to the closing of the Axion share exchange into its name and may be unable to transfer such shares.

Although the Axion share exchange closed on November 16, 2020, the Company has yet to formally complete the transfer of the ownership of the Axion shares into its name, and the Company may choose to not formally complete such transfer, but to instead obtain the contractual rights to vote and receive the economic rights to such shares, until such time as such shares can be formally transferred. In the event the transfer of the Axion shares is not approved, or delayed, the Company may be unable to take title to such shares, which could have adverse effects on the Company’s accounting for such acquisition and may ultimately prevent the Company from recognizing the value of such shares. For example, as of November 30, 2020, the Company has accounted for its 33.85% interest in Axion as an investment in affiliate, valued at the aggregate liquidation preference of the Series B Convertible Preferred Stock issued in consideration for such shares of Axion, as ownership of such Axion shares have not yet been formally transferred to the Company.

On November 18, 2020, Axion issued a press release in which it purported to dispute Monaker’s November 18, 2020 news release and Current Report on Form 8-K filings claiming that it had acquired a 33.8% equity stake in Axion, purportedly on the basis that Axion believes that such sale would breach the cease trade order issued by the British Columbia Securities Commission dated August 4, 2020, and requirements related to take-over bids. Monaker fundamentally disagrees with Axion’s claims in its November 18, 2020 press release, which Monaker believes were made to damage Monaker’s reputation and without any legitimate purpose. On January 14, 2021, Axion announced that it would be commencing a civil claim against Mr. Bonner, Ms. Boonyawattanapisut and various related entities, and Monaker and William Kerby, its Chief Executive Officer, raising a number of allegations including a conspiracy to misappropriate Axion intellectual property for the benefit of conspirators. Neither Monaker nor Mr. Kerby have been formally served with proceedings to date. However, based on their understanding of the allegations as set out in Axion’s January 14, 2021 press release, Monaker believes the civil claim to be meritless and purely tactical.

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Some Monaker executive officers and directors have interests in the HotPlay share exchange that are different from, or in addition to, yours and that may influence them to support or approve the issuance of shares of Monaker common stock in connection with the HotPlay share exchange and Axion preferred conversion and the related matters to be acted upon by Monaker’s stockholders at the Special Meeting.

Certain executive officers and directors of Monaker participate in arrangements that provide them with interests in the HotPlay share exchange and Axion preferred conversion that are different from, or in addition to, yours, including, among others, the continued service as an executive officer or director of the combined company, severance benefits, continued indemnification and control over, and potential rights to ownership of, NextTrip, which entity will be formed to hold Monaker’s pre-combination assets and operations.

These interests, among others, may have influenced or may influence the officers and directors of Monaker to support or approve the issuance of shares of Monaker common stock in connection with the HotPlay share exchange and Axion preferred conversion and the related matters to be acted upon by Monaker’s stockholders at the Special Meeting. For more information concerning the interests of Monaker executive officers and directors, see the section entitled “The Share Exchanges—Interests of the Monaker Directors and Executive Officers in the Share Exchanges” beginning on page 134 of this proxy statement.

Monaker’s stockholders will have a reduced ownership and voting interest in, and will exercise less influence over the management of, the combined company following the completion of the HotPlay share exchange and Axion preferred conversion.

After the completion of the HotPlay share exchange and Axion preferred conversion, the current stockholders of Monaker will own a significantly smaller percentage of the combined company than their ownership of Monaker prior to the HotPlay share exchange and Axion preferred conversion. At the effective time of the HotPlay share exchange and Axion preferred conversion, Monaker’s equity holders will collectively own approximately 22.9% of the outstanding shares of the combined company (when not including shares issuable upon exercise of the creditor warrants), based on the current number of Monaker shares outstanding. This calculation does not contemplate outstanding Monaker option awards, which will remain outstanding under their existing terms following the HotPlay share exchange and Axion preferred conversion. In addition, the nine-member board of directors of the combined company will initially be comprised of four members selected by HotPlay and related parties and two directors selected by the current members of the board of directors of Monaker, as well as three additional directors mutually agreed to by Monaker and HotPlay. Consequently, Monaker’s stockholders will be able to exercise less influence over the management and policies of the combined company than they currently exercise over the management and policies of Monaker.

Additionally, as discussed below under “Agreements Related to the HotPlay Share Exchange— Subsidiary Formation and Funding Agreement”, beginning on page 170, prior to the closing, the current travel operations of Monaker will be transferred to NextTrip, which will be controlled by a three person management board, which will include Mr. William Kerby, our current Chief Executive Officers and director and Mr. Donald P. Monaco, the current Chairman of the board of directors, as well as one person appointed by the combined company. Because the management board will have control over NextTrip, the stockholders of Monaker before, and after, the HotPlay share exchange and Axion preferred conversion, will have little to no control or influence over the Company’s travel operations after the closing.

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Monaker’s stockholders may not realize a benefit from the HotPlay share exchange commensurate with the ownership dilution they will experience in connection with the HotPlay share exchange.

If the combined company is unable to realize the full strategic and financial benefits anticipated from the HotPlay share exchange, Monaker’s stockholders will have experienced substantial dilution of their ownership interests without receiving any commensurate benefit, or only receiving part of the commensurate benefit to the extent the combined company is able to realize only part of the strategic and financial benefits currently anticipated from the HotPlay share exchange.

The success of the HotPlay share exchange will depend, in part, on the combined company’s ability to realize anticipated cost savings from combining the businesses of the Company and HotPlay. To realize the anticipated benefits and cost savings from the HotPlay share exchange, the Company and HotPlay must successfully integrate and combine their businesses in a manner that permits those cost savings to be realized. If the Company and HotPlay are not able to successfully achieve these objectives, the anticipated benefits of the HotPlay share exchange may not be realized fully or at all or may take longer to realize than expected. In addition, the actual cost savings of the HotPlay share exchange could be less than anticipated.

The Company and HotPlay have operated and, until the completion of the HotPlay share exchange, must continue to operate independently. It is possible that the integration process could result in the loss of key employees, the disruption of our ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect our ability to maintain relationships with customers, suppliers and employees or to achieve the anticipated benefits and cost savings of the HotPlay share exchange. Integration efforts between the two companies may also divert management attention and resources. These integration matters could have an adverse effect on each of the Company and HotPlay during this transition period and for an undetermined period after completion of the HotPlay share exchange on the combined company.

The combined company may be unable to retain Company and/or HotPlay personnel successfully after the HotPlay share exchange is completed.

The success of the HotPlay share exchange will depend in part on the combined company’s ability to retain the talents and dedication of key employees currently employed by the Company and HotPlay. These employees may decide not to remain with the Company or HotPlay, as applicable, while the HotPlay share exchange is pending, or with the combined company after the HotPlay share exchange is consummated. If key employees terminate their employment, the combined company’s business activities may be adversely affected and management’s attention may be diverted from successfully integrating the Company and HotPlay to hiring suitable replacements, all of which may cause the combined company’s business to suffer. In addition, the Company and HotPlay may not be able to locate or retain suitable replacements for any key employees who leave either company.

HotPlay will need to raise additional funding prior to closing.

A required condition to closing the HotPlay exchange agreement is that HotPlay have at least $15 million (less any funds previously advanced to the Company) in cash at the time of closing. As of the date of this proxy statement, HotPlay has advanced the Company an aggregate of $3,000,000, which is evidenced by Convertible Promissory Notes described in greater detail under “Agreements Related to the HotPlay Share Exchange—HotPlay Convertible Notes”, beginning on page 173, and which funding we do not anticipate continuing moving forward and HotPlay and HotPlay Thailand, combined, as of November 30, 2020, had a total of approximately $71,000 of cash on hand. As such, prior to closing, HotPlay will need to raise an aggregate of approximately $12 million, which funding is anticipated to come from an advance from Tree Roots, a HotPlay stockholder. In the event that Tree Roots does not provide the funding and HotPlay cannot otherwise raise the funding required by closing, the closing may not occur, or the Company may be forced to reduce such amount of funding required at closing, or waive such condition to closing.

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Regulatory and other approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or that could have an adverse effect on the combined company following the HotPlay share exchange.

Before the HotPlay share exchange may be completed, applicable approvals may need to be obtained under certain laws and regulations and from various third parties. In deciding whether to grant regulatory clearances and approvals, the relevant governmental entities may consider, among other things, the effect of the HotPlay share exchange on competition within their relevant jurisdiction. The terms and conditions of the approvals that are granted may impose requirements, limitations or costs or place restrictions on the conduct of the combined company’s business. We and HotPlay may need to provide significant additional consideration to third parties who hold contractual rights to approve and consent to the HotPlay share exchange. There can be no assurance that regulators will not impose conditions, terms, obligations or restrictions and that such conditions, terms, obligations or restrictions will not have the effect of delaying completion of the HotPlay share exchange or that obtaining the consent of such regulators or third parties will not result in additional material costs. In addition, any such conditions, terms, obligations or restrictions may result in the delay or abandonment of the HotPlay share exchange.

The consummation of the HotPlay share exchange will result in a change of control of the Company.

Due to the significant number of shares issuable at the closing of the HotPlay share exchange (i.e., 52,000,000 shares of Monaker common stock (currently representing 63.4% of the shares of common stock which will be outstanding at closing, based on Monaker’s current outstanding shares)), a change of control of the Company will be deemed to have occurred, and the owners of HotPlay prior to the HotPlay share exchange will obtain control of the Company (both as to the board of directors and voting control over the Company). Additionally, the HotPlay exchange agreement requires all but three of our current directors to resign and the appointment of four new directors, which are to be nominated by Red Anchor, which entity is controlled by Ms. Nithinan Boonyawattanapisut, who will become a director of the Company and co-Chief Executive Officer of the Company, following the closing and her spouse, Mr. J. Todd Bonner, who will also become a member of the Board of Directors following the closing, and that Red Anchor and Monaker are required to mutually agree on a seventh, eighth and ninth director who will be independent, unless otherwise agreed by the parties (one of which is currently anticipated to be one of Monaker’s current directors). Additionally, the new stockholders obtaining shares in the HotPlay share exchange will exercise control in determining the outcome of all corporate transactions or other matters, including the election and removal of directors, mergers, consolidations, the sale of all or substantially all of our assets, and also the power to prevent or cause a further change in control. Any investors who purchase shares or hold shares prior to the HotPlay share exchange will be minority stockholders and as such will have little to no say in the direction of the Company and the election of directors. Additionally, it will be difficult if not impossible for investors to remove the directors appointed by the prior owners of HotPlay, which will mean they will remain in control of who serves as officers of the Company as well as whether any changes are made in the board of directors. An owner of the Company’s securities should keep in mind that your shares, and your voting of such shares, will likely have little effect on the outcome of corporate decisions.

Pursuant to the voting agreement entered into with the HotPlay stockholders in connection with the HotPlay exchange agreement, two of our current directors will continue to be re-appointed as members of our board of directors until February 26, 2026, provided such stockholders maintain their voting control over the Company.

On or around February 22, 2021, each of the HotPlay stockholders, and Ms. Nithinan Boonyawattanapisut, Mr. J. Todd Bonner, Mr. Athid Nanthawaroon and Mr. Komson Kaewkham, each nominees for appointment to the Monaker board of directors at the closing, entered into a Voting Agreement with Mr. William Kerby, the Chief Executive Officer and director of Monaker and Mr. Donald P. Monaco, the Chairman of the board of directors of Monaker. Pursuant to the Voting Agreement, each of the HotPlay stockholders agreed to vote all voting shares of Monaker which they hold and may hold in the future (during the term of the agreement) to elect Mr. Kerby and Mr. Monaco to the board of directors of the Company, and each of the HotPlay nominees agreed to continue to nominate each of Mr. Kerby and Mr. Monaco to the board of directors of Monaker. The agreement continues in effect until the earlier of February 26, 2026, the date of both Mr. Kerby’s and Mr. Monaco’s death, or the date that both Mr. Kerby and Mr. Monaco have provided notice of termination to such HotPlay Stockholders. As such, because the HotPlay stockholders will hold approximately 63.4% of the Company’s outstanding shares of common stock (based on the current number of outstanding shares of common stock of the Company), Mr. Kerby and Mr. Monaco will continue to be appointed to the board of directors of the Company until February 26, 2026, provided such HotPlay stockholders maintain their voting control over the Company, and minority stockholders will not have the ability to remove such directors as directors of the Company.

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Upon the closing of the HotPlay share exchange we plan to transition a significant portion of our business operations to those of HotPlay.

While we plan to continue to operate in the travel industry, and through our indirect ownership of Longroot Thailand, whose revenues are derived from the participation in fundraising activities via the issuance of crypto tokens through its Initial Coin Offering (ICO) Portals, following the closing of the HotPlay share exchange, we anticipate that the more significant portion of our assets and operations will be related to in-game advertising. We have no experience operating as an in-game advertising company and our operations in such industry will be subject to all of the risks of any new business in a new industry. Our change in business structure may not be successful. Additionally, such new controlling stockholders, directors and officers may not be able to properly manage our new direction. If our new management fails to properly manage and direct our operations, we may be forced to scale back or abandon our operations, which may cause the value of our common stock to decline or become worthless.

We will be subject to business uncertainties and contractual restrictions while the HotPlay share exchange is pending.

Uncertainty about the effect of the HotPlay share exchange on employees and partners may have an adverse effect on us. These uncertainties may impair our ability to attract, retain and motivate key personnel until the HotPlay share exchange is completed, and could cause partners and others that deal with us to seek to change existing business relationships, cease doing business with us or cause potential new partners to delay doing business with us until the HotPlay share exchange has been successfully completed. Retention of certain employees may be challenging during the pendency of the HotPlay share exchange, as certain employees may experience uncertainty about their future roles or compensation structure. If key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the business, our business following the HotPlay share exchange could be negatively impacted. In addition, the exchange agreements restrict us from making certain acquisitions and taking other specified actions until the HotPlay share exchange is completed without certain consents and approvals. These restrictions may prevent us from pursuing attractive business opportunities that may arise prior to the completion of the HotPlay share exchange.

The HotPlay exchange agreement limits our ability to pursue alternatives to the HotPlay share exchange.

The HotPlay exchange agreement contains provisions that could adversely impact competing proposals to acquire us. These provisions include the prohibition on us generally from soliciting any acquisition proposal or offer for a competing transaction. These provisions might discourage a third party that might have an interest in acquiring all or a significant part of our company from considering or proposing an acquisition, even if that party was prepared to pay consideration with a higher value than the currently proposed consideration payable pursuant to the HotPlay share exchange.

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The HotPlay exchange agreement may be terminated in accordance with its terms and the HotPlay share exchange may not be completed.

The HotPlay exchange agreement is subject to several conditions that must be fulfilled in order to complete the HotPlay share exchange. These conditions to the closing of the HotPlay share exchange may not be fulfilled and, accordingly, the HotPlay share exchange may not be completed. In addition, the parties to the HotPlay exchange agreement can generally terminate such agreement if the transactions contemplated thereby do not close by April 30, 2021 (provided that such termination date shall be extended automatically, until up to May 31, 2021, in the event that Monaker has, prior to such date, filed this definitive proxy statement with the SEC, has called the Special Meeting and is continuing to work in good faith to complete the closing), under certain other conditions if the terms of the HotPlay share exchange is breached, and the parties can mutually decide to terminate the HotPlay exchange agreement at any time. In addition, the Company and the counterparties to the HotPlay exchange agreement may elect to terminate the HotPlay exchange agreement in certain other circumstances.

Certain of the Company’s warrant holders will need to approve the HotPlay exchange agreement or agree to modify such warrants, or such warrant holders will have the right to require the Company to repurchase such warrants upon the closing of the HotPlay share exchange.

Certain of the Company’s outstanding warrant agreements include provisions which allow such holders the right, following a fundamental transaction, such as the one contemplated by the HotPlay share exchange, to require the Company to repurchase such securities at their Black Scholes values, which repurchase amounts may be significant and may be several times more than the exercise prices of such warrants, even if they are significantly out-of-the-money. As a result, in the event such warrant holders do not consent to the HotPlay share exchange, exercise their warrants before the date of closing of the HotPlay share exchange, or otherwise agree to modify such warrants, the Company may be forced to expend significant resources repurchasing such warrants and the funding for such repurchases may not be available on favorable terms, if at all, and/or such conditions and requirements may ultimately prevent the HotPlay share exchange from closing.

Termination of the HotPlay exchange agreement could negatively impact the Company.

In the event the HotPlay exchange agreement is terminated, our business may have been adversely impacted by our failure to pursue other beneficial opportunities due to the focus of management on the HotPlay share exchange, and the market price of our common stock might decline to the extent that the current market price reflects a market assumption that the HotPlay share exchange will be completed. If the HotPlay exchange agreement is terminated and our board of directors seeks another acquisition or business combination, our stockholders cannot be certain that we will be able to find a party willing to offer equivalent or more attractive consideration than the consideration provided for by the HotPlay share exchange.

The combined company will be required to re-meet the initial listing standards of The NASDAQ Capital Market to close the HotPlay share exchange.

The closing of the HotPlay share exchange requires that the Company requalify for initial listing on The NASDAQ Capital Market, pursuant to the applicable guidance and requirements of NASDAQ as of the date of the closing of the HotPlay share exchange . The NASDAQ Capital Market initial listing standards include more stringent requirements than The NASDAQ Capital Market continued listing standards.

The NASDAQ Capital Market initial listing standards require that issuers meet one of the following tests: (1) $750,000 of pre-tax income (in either the last fiscal year or two of the three most recent years), $5 million of public float, $4 million of stockholders’ equity and a minimum closing price of $3 per share; (2) $15 million of public float, $5 million of stockholders’ equity, a $3 per share price and 2 years of operating history; or (3) a $50 million market cap; $15 million of public float, $4 million of stockholders’ equity, and a $2 per share price, plus in each case 300 round lot stockholders and 1,000,000 shares of total public float, with at least half of such required number of round lot stockholders holding unregistered securities with a minimum value of $2,500.

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While we have filed a new initial listing application to date, we may not be able to re-meet the initial listing standards described above upon closing of the HotPlay share exchange, which is a required condition to closing the HotPlay exchange agreement, and such initial listing application may not be approved by NASDAQ. Furthermore, even if NASDAQ does approve our application, such closing condition may delay the closing.

The HotPlay exchange agreement contains provisions that may discourage other companies from trying to combine with us on more favorable terms while the HotPlay share exchange is pending.

The HotPlay exchange agreement contains provisions that may discourage a third party from submitting a business combination proposal to us that might result in greater value to our stockholders than the HotPlay share exchange. These provisions include a general prohibition on us from soliciting, or, subject to certain exceptions, entering into discussions with any third party regarding any acquisition proposal or offers for competing transactions.

Failure to complete the HotPlay share exchange could negatively impact our stock price and future business and financial results.

If the HotPlay share exchange is not completed, our ongoing business may be adversely affected and we would be subject to a number of risks, including the following:

● we will not realize the benefits expected from the HotPlay share exchange, including a potentially enhanced competitive and financial position, expansion of assets and therefore opportunities, and will instead be subject to all the risks we currently face as an independent company;

● we may experience negative reactions from the financial markets and our partners and employees;

● the HotPlay exchange agreement places certain restrictions on the conduct of our business prior to the completion of the HotPlay share exchange or the termination of the exchange agreement. Such restrictions, the waiver of which is subject to the consent of the counterparties to such agreements, may prevent us from making certain acquisitions, taking certain other specified actions or otherwise pursuing business opportunities during the pendency of the HotPlay share exchange; and

● matters relating to the HotPlay share exchange (including integration planning) may require substantial commitments of time and resources by our management, which would otherwise have been devoted to other opportunities that may have been beneficial to us as an independent company.

Significant costs are expected to be incurred in connection with the consummation of the HotPlay share exchange and integration of the Company and HotPlay into a single business, including legal, accounting, financial advisory and other costs.

If the HotPlay share exchange is consummated, the Company and HotPlay expect to incur significant costs in connection with integrating their operations and personnel. These costs may include costs for:

● employee redeployment, relocation or severance;

● integration of information systems; and

● reorganization or closures of facilities.

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In addition, the Company and HotPlay expect to incur a number of non-recurring costs associated with combining the operations of the two companies, which cannot be estimated accurately at this time. The Company and HotPlay will also incur transaction fees and other costs related to the HotPlay share exchange. Additional unanticipated costs may be incurred in the integration of the businesses of the Company and HotPlay. Although the Company and HotPlay expect that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, may offset incremental transaction and transaction-related costs over time, this net benefit may not be achieved in the near term, or at all. There can be no assurance that the Company and HotPlay will be successful in these integration efforts.

The conversion of the HotPlay convertible notes (and future HotPlay convertible notes) into common stock pursuant to their terms, will cause immediate and substantial dilution.

As described in greater detail under “Agreements Related to the HotPlay Share Exchange—HotPlay Convertible Notes”, beginning on page 173, in certain situations the HotPlay convertible notes (and future convertible notes issued to HotPlay) automatically convert into common stock of the Company at a conversion price of $2.00 per share. If converted in full as of the date of this proxy statement, without taking into account accrued interest, which also converts into common stock at a conversion price of $2.00 per share, HotPlay would be issued an aggregate of 1,500,000 shares of common stock. Such issuance would result in immediate and substantial dilution to the interests of other stockholders.

The conditions under the HotPlay exchange agreement required to consummate the HotPlay share exchange may not be satisfied at all or in the anticipated timeframe.

The obligations of HotPlay and the HotPlay stockholders to complete the HotPlay share exchange are subject to certain conditions, including the approval by Monaker’s stockholders of certain matters and other customary closing conditions, including, among other things, the accuracy of the representations and warranties contained in the HotPlay share exchange, subject to certain materiality qualifications, compliance by the parties with their respective covenants under the HotPlay exchange agreement and no law or order preventing the HotPlay share exchange and related transactions. Monaker also intends to pursue all required approvals in accordance with the HotPlay exchange agreement. However, no assurance can be given that the required approvals will be obtained and, even if all such approvals are obtained, no assurance can be given as to the terms, conditions and timing of the approvals or that they will satisfy the terms of the HotPlay share exchange.

The lack of a public market for HotPlay shares makes it difficult to determine the fair market value of HotPlay, and the consideration to be issued to HotPlay stockholders may exceed the actual value of HotPlay.

The outstanding capital stock of HotPlay is privately held and is not traded on any public market, which makes it difficult to determine the fair market value of HotPlay. There can be no assurances that the consideration to be issued to the HotPlay securityholders will not exceed the actual value of HotPlay.

Certain of the HotPlay stockholders are also holders of our Series B Preferred Stock and/or Series C Preferred Stock.

Cern One, an Axion creditor, is 100% owned by Ms. Nithinan Boonyawattanapisut, while Red Anchor is 30.5% and 28.8% owned by Ms. Boonyawattanapisut and Mr. J. Todd Bonner, respectively, who are lawfully married. Mr. J. Todd Bonner is a member of the Board of Directors of Axion, the Chairman and a director of HotPlay, and will become a member of the Board of Directors following the closing. Ms. Nithinan Boonyawattanapisut, is the Managing Director of HotPlay and will become our co-Chief Executive Officer and director following the closing. Cern One also had a 2.4% ownership interest in Axion prior to the closing of the Axion exchange agreement. Such ownership may concentrate control of the Company following the closing of the HotPlay Share Exchange, and the conversion of the Series B and Series C Preferred Stock.

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Axion owes us a substantial amount of money, the payment of which is in default, and which may not be timely repaid, if at all.

Pursuant to the Axion share exchange, Monaker acquired $7,657,023 of debt owed by Axion. As of June 30, 2019, the last date that publicly available information for Axion is available, Axion had $2.5 million more liabilities than assets. The Axion debt acquired by the Company pursuant to the November 16, 2020 closing of the Axion share exchange is currently past due, and has not been paid to date. We may have to take legal action to enforce the repayment of such debt. Furthermore, Axion may not have sufficient cash to repay such debt. The debt is unsecured and as such, secured creditors of Axion may have priority rights to Axion’s assets in connection with any liquidation or bankruptcy. In the event the Axion debt is not paid and/or not paid in full, it could have a material adverse effect on our cash flows and our ability to pay our debts as they become due. Any continued failure by Axion to timely repay their debt obligations under the Axion debt acquired pursuant to the Axion share exchange could cause the value of our securities to decline in value or become worthless.

Monaker and the combined company will incur substantial transaction-related costs in connection with the HotPlay share exchange.

Monaker has incurred, and expects to continue to incur, a number of non-recurring transaction-related costs associated with completing the HotPlay share exchange and related transactions. These fees and costs have been, and will continue to be, substantial. Non-recurring transaction costs include, but are not limited to, fees paid to legal, financial and accounting advisors, filing fees and printing costs. Additional unanticipated costs may be incurred in the integration of Monaker’s business with HotPlay’s business, which may be higher than expected and could have a material adverse effect on the combined company’s financial condition and operating results.

The success of the proposed business combination of Monaker and HotPlay will depend in part on relationships with third parties, which relationships may be affected by third-party preferences or public attitudes about the HotPlay share exchange. Any adverse changes in these relationships could adversely affect Monaker’s or HotPlay’s business, financial condition, or results of operations.

The success of the HotPlay share exchange will be in part dependent on the combined entity’s ability to maintain and renew the business relationships of both Monaker and HotPlay and to establish new business relationships. There can be no assurance that the management of Monaker will be able to maintain such business relationships, or enter into or maintain new business contracts and other business relationships, on acceptable terms, if at all. The failure to maintain important business relationships could have a material adverse effect on the business, financial condition, or results of operations of Monaker and HotPlay.

Litigation could prevent or delay the closing of the HotPlay share exchange or otherwise negatively impact the business and operations of the Company.

The Company may incur costs in connection with the defense or settlement of any stockholder lawsuits filed in connection with the HotPlay share exchange. Such litigation could have an adverse effect on the financial condition and results of operations of the Company and could prevent or delay the consummation of the HotPlay share exchange. Additionally, litigation, affecting HotPlay and/or the HotPlay stockholders, the Axion stockholders and/or Axion creditors, could delay or prevent the closing of the HotPlay share exchange. For example, on November 18, 2020, Axion issued a press release in which it purported to dispute Monaker’s November 18, 2020 news release and Current Report on Form 8-K filings claiming that it had acquired a 33.8% equity stake in Axion, purportedly on the basis that Axion believes that such sale would breach the cease trade order issued by the British Columbia Securities Commission dated August 4, 2020, and requirements related to take-over bids. Monaker fundamentally disagrees with Axion’s claims in its November 18, 2020 press release, which Monaker believes were made to damage Monaker’s reputation and without any legitimate purpose. On January 14, 2021, Axion announced that it would be commencing a civil claim against Mr. Bonner, Ms. Boonyawattanapisut and various related entities, and Monaker and William Kerby, its Chief Executive Officer, raising a number of allegations including a conspiracy to misappropriate Axion intellectual property for the benefit of conspirators. Neither Monaker nor Mr. Kerby have been formally served with proceedings to date. However, based on their understanding of the allegations as set out in Axion’s January 14, 2021 press release, Monaker believes the civil claim to be meritless and purely tactical.

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Monaker or the combined company may become involved in securities class action litigation that could divert management’s attention and harm the combined company’s business, and insurance coverage may not be sufficient to cover all costs and damages.

In the past, securities class action or stockholder derivative litigation often follows certain significant business transactions, such as the sale of a business division or announcement of a business combination. The combined company may become involved in this type of litigation in the future. Litigation often is expensive and diverts management’s attention and resources, which could adversely affect the combined company’s business.

Risks Related to the Proposed Reverse Stock Split

The reverse stock split may not increase the combined company’s stock price over the long-term.

The principal purpose of the reverse stock split is to increase the per-share market price of Monaker’s common stock. It cannot be assured, however, that the reverse stock split will accomplish this objective for any meaningful period. While it is expected that the reduction in the number of outstanding shares of common stock will proportionally increase the market price of Monaker’s common stock, it cannot be assured that the reverse stock split will increase the market price of its common stock by a multiple of the proposed reverse stock split ratio, or result in any permanent or sustained increase in the market price of Monaker’s common stock, which is dependent upon many factors, including the combined company’s business and financial performance, general market conditions, and prospects for future success. Thus, while the stock price of the combined company might meet the initial and continued listing requirements for The NASDAQ Capital Market initially, it cannot be assured that it will continue to do so.

The reverse stock split may decrease the liquidity of the combined company’s common stock.

Although the Monaker board of directors believes that the anticipated increase in the market price of the combined company’s common stock could encourage interest in its common stock and possibly promote greater liquidity for its stockholders, such liquidity could also be adversely affected by the reduced number of shares outstanding after the reverse stock split. The reduction in the number of outstanding shares may lead to reduced trading and a smaller number of market makers for Monaker’s common stock.

The reverse stock split may lead to a decrease in the combined company’s overall market capitalization.

Should the market price of the combined company’s common stock decline after the reverse stock split, the percentage decline may be greater, due to the smaller number of shares outstanding, than it would have been prior to the reverse stock split. A reverse stock split may be viewed negatively by the market and, consequently, can lead to a decrease in the combined company’s overall market capitalization. If the per share market price does not increase in proportion to the reverse stock split ratio, then the value of the combined company, as measured by its stock capitalization, will be reduced. In some cases, the per-share stock price of companies that have affected reverse stock splits subsequently declined back to pre-reverse split levels, and accordingly, it cannot be assured that the total market value of Monaker’s common stock will remain the same after the reverse stock split is affected, or that the reverse stock split will not have an adverse effect on Monaker’s stock price due to the reduced number of shares outstanding after the reverse stock split. In many cases, both the total market capitalization of a company and the market price of a share of such company’s common stock following a reverse stock split are lower than they were before the reverse stock split. Furthermore, the liquidity of Monaker’s common stock could be adversely affected by the reduced number of shares that would be outstanding after the reverse stock split.

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The combined company may not meet the initial listing criteria for companies trading on The NASDAQ Capital Market following the reverse stock split, which could cause the Company’s common stock to be delisted or subject to delisting.

As described in the risk factor entitled “The combined company will be required to re-meet the initial listing standards of The NASDAQ Capital Market to close the HotPlay share exchange”, above, the closing of the HotPlay share exchange requires that the Company requalify for initial listing on The NASDAQ Capital Market, pursuant to the applicable guidance and requirements of NASDAQ as of the date of the closing of the HotPlay share exchange. The NASDAQ Capital Market initial listing standards include more stringent requirements than The NASDAQ Capital Market continued listing standards, which typically include, among other things, a required minimum closing price of $3 per share. The reverse stock split may not result in us having a trading price sufficient to meet the initial listing requirements of The NASDAQ Capital Market and our common stock may be delisted from The NASDAQ Capital Market following the closing of the HotPlay share exchange.

Risks Related to Monaker’s Operations, Business and Industry

We need additional capital which may not be available on commercially acceptable terms, if at all, which raises questions about our ability to continue as a going concern.

As of November 30, 2020, the Company had an accumulated deficit of $122,955,764. Net loss for the nine months ended November 30, 2020, amounted to $7,102,867. Our travel and commission operations generated a gross profit of only $4,579 for the nine months ended November 30, 2020, and as of November 30, 2020, we had a working capital deficit of $534,137. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern.

We are subject to all the substantial risks inherent in the development of a new business enterprise within an extremely competitive industry. Due to the absence of a long-standing operating history and the emerging nature of the markets in which we compete, we anticipate operating losses until we can successfully implement our business strategy, which includes all associated revenue streams. Our revenue model is new and evolving, and we cannot be certain that it will be successful. The potential profitability of this business model is unproven. We may never ever achieve profitable operations or generate significant revenues. Our future operating results depend on many factors, including demand for our products, the level of competition, and the ability of our officers to manage our business and growth. As a result of the emerging nature of the market in which we compete, we may incur operating losses until such time as we can develop a substantial and stable revenue base. Additional development expenses may delay or negatively impact the ability of the Company to generate profits. Accordingly, we cannot assure you that our business model will be successful or that we can sustain revenue growth, achieve or sustain profitability, or continue as a going concern. Furthermore, due to our relatively small size and market footprint, we may be more susceptible to issues affecting the global travel and cryptocurrency industries in general, such as COVID-19, contractions in the global travel industry, and cryptocurrency regulatory changes, as compared to larger competitors.

We currently have a monthly cash requirement of approximately $600,000. We believe that in the aggregate, we could require several millions of dollars to support and expand the marketing and development of our travel products, repay debt obligations, provide capital expenditures for additional equipment and development costs, payment obligations, office space and systems for managing the business, and cover other operating costs until our planned revenue streams from all products are fully- implemented and begin to offset our operating costs. We require additional funding in the future and if we are unable to obtain additional funding on acceptable terms, or at all, it will negatively impact our business, financial condition and liquidity.

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Since our inception, we have funded our operations with the proceeds from equity and debt financings. Currently, revenues provide less than 10% of our cash requirements. Our remaining cash needs are derived from debt and equity raises.

We have experienced liquidity issues due to, among other reasons, our limited ability to raise adequate capital on acceptable terms. We have historically relied upon the sale of common stock and the issuance of promissory notes to fund our operations and have devoted significant efforts to reduce that exposure. We anticipate that we will need to issue equity to fund our operations and continue to repay our outstanding debt for the foreseeable future. If we are unable to achieve operational profitability or we are not successful in securing other forms of financing, we will have to evaluate alternative actions to reduce our operating expenses and conserve cash.

These conditions raise substantial doubt about our ability to continue as a going concern for the next twelve months. The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly, the financial statements do not include any adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The financial statements included herein also include a going concern footnote from our auditors.

In the event we are unable to raise adequate funding in the future for our operations and to pay our outstanding debt obligations, we may be forced to scale back our business plan and/or liquidate some or all of our assets or may be forced to seek bankruptcy protection, which could result in the value of our outstanding securities declining in value or becoming worthless.

The COVID-19 pandemic has had, and is expected to continue to have, a material adverse impact on the travel industry and our business, operating results and liquidity.

The COVID-19 pandemic, and governmental responses thereto, including travel restrictions, ‘stay-at-home’ orders and required social distancing orders, have severely restricted the level of economic activity around the world, and is having an unprecedented effect on the global travel industry. Additionally, the ability to travel has been curtailed through border closures, mandated travel restrictions and limited operations of hotels and airlines, and may be further limited through additional voluntary or mandated closures of travel-related businesses.

The measures implemented to contain the COVID-19 pandemic have had, and are expected to continue to have, a significant negative effect on our business, financial condition, results of operations, cash flows and liquidity position. In particular, such measures have led to unprecedented levels of cancellations and limited new travel bookings in our travel division. Moreover, any additional measures or changes in laws or regulations, whether in the United States or other countries, that further impair the ability or desire of individuals to travel, including laws or regulations banning travel, requiring the closure of hotels or other travel-related businesses (such as restaurants) or otherwise restricting travel due to the risk of the spreading of COVID-19, may exacerbate the negative impact of the COVID-19 pandemic on our business, financial condition, results of operations, cash flows and liquidity position.

The duration and severity of the COVID-19 pandemic are uncertain and difficult to predict. The pandemic could continue to impede global economic activity for an extended period, even as restrictions are beginning to be lifted in many jurisdictions and vaccines are beginning to be rolled out, leading to decreased per capita income and disposable income, increased and sustained unemployment or a decline in consumer confidence, all of which could significantly reduce discretionary spending by individuals and businesses on travel and may create a recession in the United States or globally. In turn, that could have a negative impact on demand for our services. We also cannot predict the long-term effects of the COVID-19 pandemic on our partners and their business and operations or the ways that the pandemic may fundamentally alter the travel industry. The aforementioned circumstances could result in a material adverse impact on our business, financial condition, results of operations and cash flows, potentially for a prolonged period.

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The Company’s liquidity could also be adversely impacted by delays in payments of outstanding accounts receivable amounts beyond normal payment terms and insolvencies.

It is difficult to estimate COVID-19’s impact on future revenues, results of operations, cash flows, liquidity or financial condition, but such impacts have been and will continue to be significant and could continue to have a material adverse effect on our business, financial condition, results of operations, cash flows and liquidity position for the foreseeable future. In the near term, we do expect that the COVID-19 pandemic will continue to negatively affect our operating results and year-over-year results.

Separately, our capital requirements associated with our travel division may increase in the near term and long-term due to the impact of the COVID-19 pandemic, the resulting reduced demand for travel services, the increases in cancellations and re-bookings, and the extent to which such pandemic may further impact the ability of our customers to fulfill their payment obligations.

As a result of the above, in the event the HotPlay share exchange does not close timely, if at all, we may be forced to scale back our operations, adjust our plan of operations, borrow or raise additional funding, which may not be available on favorable terms if at all. In the event we require, and are unable to raise additional funding in the future, we may be forced to seek bankruptcy protection.

A significant portion of our assets are subject to ongoing litigation, the result of which may cause a reduction in the value of such assets on our balance sheet and/or require such assets to be written off.

The Company is currently in ongoing litigation with IDS, Inc. (“IDS”) and certain other defendants affiliated with IDS. In August 2019, the Company acquired certain intellectual property from IDS pursuant to the terms of an Intellectual Property Purchase Agreement (the “IP Purchase Agreement”). The litigation seeks rescission of the IP Purchase Agreement and return of the 1,968,000 shares of restricted common stock of the Company (the “IDS Shares”) issued to IDS pursuant to the IP Purchase Agreement, among other things. In the event the IP Purchase Agreement is unwound, the value of our assets, or more specifically, the value of website development costs and intangible assets, net, on our balance sheet (currently $10,321,343), may be decreased by the value of such acquired assets ($5,015,593). Separately, depending on the outcome of the litigation, we may determine that a partial or full write-down of such intellectual property assets obtained from IDS is necessary or warranted. The outcome of the litigation with IDS and related parties may result in the value of our assets decreasing in value significantly, which could have a material adverse effect on our financial statements, our ability to raise funding, could trigger a default under our loan and other agreements, and/or could result in us failing to meet the continued listing requirements of The NASDAQ Capital Market, all of which could cause the value our securities to decline in value.

The $190,000 owed to us under Secured Convertible Promissory Note due from Bettwork Industries Inc., may not be repaid timely, if at all.

Bettwork Industries Inc. (“Bettwork”), a related party owes us $190,000 pursuant to a promissory note (the “Bettwork Note”). The Bettwork Note bears interest at 12% per year and was due on February 29, 2020. All interest and the principal balance were due and payable on the maturity date. The Bettwork Note includes a “Default Rate” of eighteen percent (18.0%) per annum and is secured by all of the outstanding preferred stock shares held by the Chairman of the board of directors of Bettwork (which provide for super-majority voting rights) and Bettwork is precluded from issuing additional shares of common stock or preferred stock without consent from Monaker. Additionally, we have the right to convert the principal and accrued interest owed under the Bettwork Note into common stock of Bettwork at a conversion price of $0.75 per share (as equitably adjusted for stock splits and recapitalizations). The Bettwork Note is in default, Bettwork may not pay the Bettwork Note and we may never collect on amounts owed thereunder.

Uncertainty and illiquidity in credit and capital markets can impair our ability to obtain credit and financing on acceptable terms and can adversely affect the financial strength of our business partners.

Our ability to obtain credit and capital depends in large measure on the state of the credit and capital markets, which is beyond our control. Our ability to access credit and capital markets may be restricted at a time when we would like, or need, access to those markets, which could constrain our flexibility to react to changing economic and business conditions. In addition, the cost and availability of debt and equity financing may be adversely impacted by unstable or illiquid market conditions. Protracted uncertainty and illiquidity in these markets also could have an adverse impact on our lenders or our customers, preventing them from meeting their obligations to us.

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Our business could be materially and adversely affected if we are unable to obtain necessary funds from financing activities. Uncertainty and illiquidity in financial markets may materially impact the ability of the participating financial institutions to fund their commitments to us under our liquidity facilities. Accordingly, we may not be able to obtain the full amount of the funds available under our liquidity facilities to satisfy our cash requirements, and our failure to do so could have a material adverse effect on our operations and financial position.

Our ability to service our indebtedness will depend on our ability to generate cash in the future.

Our ability to make payments on our indebtedness will depend on our ability to generate cash in the future and raise needed capital. Our ability to generate cash is subject to general economic and market conditions and financial, competitive, legislative, regulatory and other factors that are beyond our control. Our business may continue to not generate sufficient cash to fund our working capital requirements, capital expenditure, debt service and other liquidity needs, which could result in our inability to comply with financial and other covenants contained in our debt agreements, our being unable to repay or pay interest on our indebtedness, and our inability to fund our other liquidity needs. If we are unable to service our debt obligations, fund our other liquidity needs and maintain compliance with our financial and other covenants, we could be forced to curtail our operations, our creditors could accelerate our indebtedness and exercise other remedies and we could be required to pursue one or more alternative strategies, such as selling assets or refinancing or restructuring our indebtedness. However, such alternatives may not be feasible or adequate.

Our obligations under the Streeterville Capital, LLC Promissory Note are secured by a first priority security interest in substantially all of our assets.

On November 23, 2020, we sold Streeterville Capital, LLC (“Streeterville”), a Secured Promissory Note in the original principal amount of $5,520,000 (the “Streeterville Note”). Streeterville paid consideration of (a) $3,500,000 in cash; and (b) issued the Company a promissory note in the amount of $1,500,000 (the “Investor Note”), in consideration for the Streeterville Note, which included an original issue discount of $500,000 (the “OID”) and reimbursement of Streeterville’s transaction expenses of $20,000. A total of $350,000 of the OID is fully earned and the remaining $150,000 is not fully earned until the Investor Note is fully-funded by Streeterville. The Streeterville Note bears interest at a rate of 10% per annum and matures 12 months after its issuance date (i.e., on November 23, 2021). From time to time, beginning six months after issuance, Streeterville may redeem a portion of the Streeterville Note, not to exceed an amount of $875,000 per month if the Investor Note has not been funded by Streeterville, and $1.25 million in the event the Investor Note has been funded in full. In the event we don’t pay the amount of any requested redemption within three trading days, an amount equal to 25% of such redemption amount is added to the outstanding balance of the Streeterville Note. Under certain circumstances, the Company may defer the redemption payments up to three times, for 30 days each, provided that upon each such deferral the outstanding balance of the Streeterville Note is increased by 2%. For so long as the Streeterville Note remains outstanding, the Company has agreed to pay to Streeterville 20% of the gross proceeds that the Company receives from the sale of any of its common stock or preferred stock, which payments will be applied towards and will reduce the outstanding balance of the Streeterville Note, which percentage increases to 30% upon the occurrence of, and continuance of, an event of default under the Streeterville Note.

In connection with the Streeterville Note, the Company entered into a Security Agreement with Streeterville (the “Security Agreement”), pursuant to which the obligations of the Company are secured by substantially all of the assets of the Company.

As such, Streeterville may enforce its security interests over our assets and/or our subsidiaries which secure the repayment of such obligations, take control of our assets and operations, force us to seek bankruptcy protection or force us to curtail or abandon our current business plans and operations. If that were to happen, any investment in the Company could become worthless.

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If we are not able to complete software interfaces with our property owners, managers and distributors, in a timely manner, our business is susceptible to shortfalls in revenues due to delays in remitting our alternative lodging rentals (ALRs) to distributors and/or ALRs not being available for bookings or distribution.

The Company contracts with property owners and managers to list their ALRs on the Company’s system. Those ALRs are being populated into the system through an application programming interface (API) from the property owner and/or manager to the Company. If the technology of the API is inadequate, erroneous or corrupted, the Company may incur delays in populating the ALRs into the Company’s system until the issues related to their API are corrected. These delays could cause delays in realizing revenues from bookings from those additional ALRs.

Also, the Company plans to provide its ALRs to distributors who will allow its customers to book those ALRs. The Company plans to make those ALRs available to distributors through its own API. If the technology of the distributor cannot write the correct program to request the ALRs from the Company’s operating system, the Company may incur delays in making the ALRs available to the distributor until the issues are resolved and the correct program is written by the distributor. These delays could cause delays in realizing revenues from bookings from those ALRs.

If we are unable to attract and maintain a critical mass of ALR listings and travelers, whether due to competition or other factors, our marketplace will become less valuable to property owners and managers and to travelers, and it could significantly decrease our ability to generate revenue and net income in the future.

We anticipate that moving forward, most of our travel division revenue will be generated when ALRs are booked by either customers to our website or by customers to distributors we provide ALRs to (“Distributors”). Our revenue will be the difference between the funds received from our customers and distributors versus the net amount owed to the property owner/manager at the time of booking. Accordingly, our success primarily depends on our ability to attract owners, managers and travelers to NextTrip.com, NextTripVacations.com, Maupintour.com and to Distributors. If property owners and managers choose not to market their ALRs through our websites or instead list them with a competitor, we may be unable to offer a sufficient supply and variety of ALRs to attract travelers to our websites. Similarly, our volume of new and renewal listings may suffer if we are unable to attract travelers to our websites or, to the Distributors. As a result of any of these events, the perceived usefulness of our online marketplace and the relationships with Distributors may decline, and, consequently, it could significantly decrease our ability to generate revenue and net income in the future. As a result, the value of our securities may decline in value or become worthless.

Currently pending or future litigation or governmental proceedings could result in material adverse consequences, including judgments or settlements.

From time to time, we are involved in lawsuits, regulatory inquiries and may be involved in governmental and other legal proceedings arising out of the ordinary course of our business. Many of these matters raise difficult and complicated factual and legal issues and are subject to uncertainties and complexities. The timing of the final resolutions to these types of matters is often uncertain. Additionally, the possible outcomes or resolutions to these matters could include adverse judgments or settlements, either of which could require substantial payments, adversely affecting our results of operations and liquidity.

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We agreed to pay significant amounts to IDS, Inc. pursuant to the Property Purchase Agreement and related agreements.

On August 15, 2019, we entered into an Intellectual Property Purchase Agreement with IDS, Inc. (“IDS”), which offers an e-commerce platform. Pursuant to the agreement, the Company purchased certain proprietary technology from IDS for the reservation and booking of air travel, hotel accommodations, car rentals, and ancillary products, services, and amenities, integration of the same with the providers of such products and services, associated functions, including website addresses, patents, trademarks, copyrights and trade secrets relating thereto, and all goodwill associated therewith. In conjunction with the purchase, the Company also entered into an Asset Management Services Agreement with IDS, pursuant to which we agreed to provide financing, facilities, and other support for the operations of the IP Assets. The Management Agreement has a term of 12 months, unless otherwise extended with the mutual consent of the parties. The purchase price of the IP Assets was $4,920,000, which was paid by way of the issuance by the Company to IDS of 1,968,000 shares of restricted common stock (the “IDS Shares”), with an agreed upon value of $2.50 per share and the payment of certain cash consideration. Specifically, we were required to pay IDS $350,000 at the closing as the first payment due pursuant to the terms of the Management Agreement (which payment was timely made) and to make a payment 90 days following the closing date in the amount of $284,400. On November 15, 2019, the Company paid $139,400 to IDS and the remaining amount of $145,000 was recorded as accrued expenses. In addition to the payments due pursuant to the Asset Management Services Agreement (described above), the Company entered into an Owner Support Commitment with IDS, based upon the parties’ mutual agreement as to how to fund the operation and commercial exploitation of the Travel Booking Engine over a seven (7) month period, which requires us to provide a minimum of $1,200,000 in funding. As of September 30, 2020, the Company had expended approximately $110,000 relating to the “Call Center” operation, which has been closed to date. We have historically experienced liquidity issues due to, among other reasons, our limited ability to raise adequate capital on acceptable terms. We anticipate that we will need to sell equity to fund the payment of amounts due to IDS. Such sales of equity may not be available on favorable terms, if at all, and such sales may cause significant dilution to existing stockholders. In the event we are unable, or unable to timely, pay amounts due to IDS, IDS may declare us in default of the applicable agreements and/or take legal action against us.

Notwithstanding the above, on April 27, 2020, the Company filed a verified complaint for injunctive relief against IDS and certain other defendants affiliated with IDS in the Circuit Court of the Seventeenth Judicial Circuit in and for Broward County, Florida. Pursuant to the complaint, the Company alleges causes of action against the defendants, including IDS, based on among other things, fraud, conspiracy to commit fraud, aiding and abetting fraud, rescission, and breach of contract, and seeks a temporary and permanent injunction against the defendants, requiring such persons to return the IDS Shares to the Company and preventing such persons from selling or transferring any IDS Shares, seeks damages from the defendants, rescission of the IP Purchase Agreement, attorneys fees and other amounts. The complaint was filed as a result of IDS’s failure to deliver the IP Assets, certain other actions of IDS and the other defendants which the Company alleges constitutes fraud and to seek to unwind the IP Purchase Agreement and provide damages to the Company due to IDS’s and the other defendants’ breaches thereunder.

Our revenues and results of operations are subject to the ability of our distributors and partners to integrate our ALRs with their websites, and the timing of such integrations.

The integration of our ALRs with our distributors’ and partners’ websites is complicated and may involve various software components and application program interfaces (APIs). The ALR listings of our distributors and partners may be formatted differently or stored differently and may require modifications in order to receive and display our ALR properties correctly.

The timing of the integration of our distributors’ ability to access our ALR offerings stored in the Monaker Booking Engine is significantly dependent on the ability of such distributors to implement processes, procedures and in some cases, software or systems to integrate with our API, which will enable them to list our ALRs on their websites. We have little to no control over those processes, or the timing of such integrations.

Our future revenues and results of operations are substantially dependent on the timing of those integrations and in some cases the willingness of our distributors and partners to undertake additional steps and processes in order to provide us what we need, and in the form that we need, to implement such integrations. The failure of our partners and/or distributors to undertake the actions required so that we can successfully integrate our offerings, and/or any delay in such integrations, may have a negative effect on our revenues and results of operations and cause the value of our common stock to decline in value. The actions of our partners and distributors, and/or their ability to undertake such actions, may further be limited by the effects of COVID-19.

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Our business will depend substantially on property owners and managers renewing their listings.

Our business will depend substantially on property owners and managers renewing their listings. Significant declines in our listing renewals could harm our expected operating results. Property owners and managers will generally market their vacation rentals on our websites with no obligation to renew. We may be unable to predict future listing renewal rates accurately, and our renewal rates may decline materially or fluctuate as a result of a number of factors. These factors include property owners’ decisions to sell or to cease renting their properties, their decisions to use the services of our competitors, or their dissatisfaction with our pricing, products, services or websites. Property owners and managers may not establish or renew listings if we cannot generate a large number of travelers who book vacation rentals through our marketplace and/or through our distributors. As a result, our revenue may decline and our results of operations may be negatively affected. In addition to the above, property owners may be unable (due to governmental restrictions) or unwilling (due to fear of contagion and other risks) to renew their listings due to COVID-19 and the governmental responses thereto.

If Distributors are unable to drive customers to their websites and/or we are unable to drive visitors to our websites, from search engines or otherwise, this could negatively impact transactions on the websites of our Distributor websites as well as our websites and consequently cause our revenue to decrease.

Many visitors find the Distributors and our websites by searching for vacation rental information through Internet search engines. A critical factor in attracting visitors to our websites, and those of our Distributors, is how prominently our Distributors and we are displayed in response to search queries. Accordingly, we utilize search engine marketing, or SEM, as a means to provide a significant portion of our visitor acquisition. SEM includes both paid visitor acquisition (on a cost-per-click basis) and unpaid visitor acquisition, which is often referred to as organic search.

We will employ search engine optimization, or SEO to acquire visitors. SEO involves developing our websites in order to rank highly in relevant search queries. In addition to SEM and SEO, we may also utilize other forms of marketing to drive visitors to our websites, including branded search, display advertising and email marketing.

The various search engine providers, such as Google and Bing, employ proprietary algorithms and other methods for determining which websites are displayed for a given search query and how highly websites rank. Search engine providers may change these methods in a way that may negatively affect the number of visitors to our Distributors’ websites as well as our own websites and may do so without public announcement or detailed explanation. Therefore, the success of our SEO and SEM strategy depends, in part, on our ability to anticipate and respond to such changes in a timely and effective manner.

In addition, websites must comply with search engine guidelines and policies. These guidelines and policies are complex and may change at any time. If we or our Distributors fail to follow such guidelines and policies properly, the search engine may cause our content to rank lower in search results or could remove the content altogether. If we or our Distributors fail to understand and comply with these guidelines and policies and ensure our websites’ compliance, our SEO and SEM strategy may not be successful.

If our Distributors or we are listed less prominently or fail to appear in search result listings for any reason, including as a result of our failure to successfully execute our SEO and SEM strategy, it is likely that we will acquire fewer visitors to our websites. Fewer visitors to our websites could lead to property owners and managers becoming dissatisfied with our websites, as well as fewer travelers inquiring and booking through our websites, either or both of which could adversely impact our revenue. We may not be able to replace this traffic in a cost-effective manner from other channels, such as cost-per-click SEM or display or other advertising, or even at all. Any attempt to replace this traffic through other channels may increase our sales and marketing expenditures, which could adversely affect our operating results.

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Unfavorable changes in, or interpretations of, government regulations or taxation of the evolving alternative lodging rental (ALR), Internet and e-commerce industries could harm our operating results.

We have contracted for ALRs in markets throughout the world, in jurisdictions which have various regulatory and taxation requirements that can affect our operations or regulate the rental activity of property owners and managers.

Compliance with laws and regulations of different jurisdictions imposing different standards and requirements is very burdensome because each region has different regulations with respect to licensing and other requirements for ALRs. Our online marketplaces are accessible by property owners, managers and travelers in many states and foreign jurisdictions. Our efficiencies and economies of scale depend on generally uniform treatment of property owners, managers and travelers across all jurisdictions. Compliance requirements that vary significantly from jurisdiction to jurisdiction impose added costs and increased liabilities for compliance deficiencies. In addition, laws or regulations that may harm our business could be adopted, or interpreted in a manner that affects our activities, including but not limited to the regulation of personal and consumer information and real estate licensing requirements. Violations or new interpretations of these laws or regulations may result in penalties, negatively impact our operations and damage our reputation and business.

In addition, regulatory developments may affect the ALR industry and the ability of companies like us to list those vacation rentals online. For example, some municipalities have adopted ordinances that limit the ability of property owners and managers to rent certain properties for fewer than 30 consecutive days and other cities may introduce similar regulations. Some cities also have fair housing or other laws governing whether and how properties may be rented, which they assert apply to ALR. Many homeowners, condominium and neighborhood associations have adopted rules that prohibit or restrict short-term vacation rentals. In addition, many of the fundamental statutes and regulations that impose taxes or other obligations on travel and lodging companies were established before the growth of the Internet and e-commerce, which creates a risk of these laws being used, in ways not originally intended, that could burden property owners and managers or otherwise harm our business. These and other similar new and newly interpreted regulations could increase costs for, or otherwise discourage, owners and managers from listing their property with us, which could harm our business and operating results.

From time to time, we may become involved in challenges to, or disputes with government agencies regarding, these regulations. We may not be successful in defending against the application of these laws and regulations. Further, if we were required to comply with regulations and government requests that negatively impact our relations with property owners, managers and travelers, our business, operations and financial results could be adversely impacted.

Additionally, new, changed, or newly interpreted or applied tax laws, statutes, rules, regulations or ordinances could increase our property owners’ and managers’ and our compliance, operating and other costs. This, in turn, could deter property owners and managers from renting their ALR properties, negatively affect our new listings and renewals, or increase costs of doing business. Any or all of these events could adversely impact our business and financial performance.

Furthermore, as we expand or change the products and services that we offer or the methods by which we offer them, we may become subject to additional legal regulations, tax requirements or other risks. Regulators may seek to impose regulations and requirements on us even if we utilize third parties to offer the products or services. These regulations and requirements may apply to payment processing, insurance products or the various other products and services we may now or in the future offer or facilitate through our marketplace. Whether we comply with or challenge these additional regulations, our costs may increase and our business may otherwise be harmed.

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If we are not able to maintain and enhance our NextTrip brand and the brands associated with each of our websites, our reputation and business may suffer.

It is important for us to maintain and enhance our brand identity in order to attract and retain property owners, managers, distributors and travelers. The successful promotion of our brands will depend largely on our marketing and public relations efforts. We expect that the promotion of our brands will require us to make substantial investments, and, as our market becomes more competitive, these branding initiatives may become increasingly difficult and expensive. In addition, we may not be able to successfully build our NextTrip brand identity without losing value associated with, or decreasing the effectiveness of, our other brand identities. If we do not successfully maintain and enhance our brands, we could lose traveler traffic, which could, in turn, cause property owners and managers to terminate or elect not to renew their listings with us. In addition, our brand promotion activities may not be successful or may not yield revenue sufficient to offset their cost, which could adversely affect our reputation and business.

Our long-term success depends, in part, on our ability to expand our property owner, manager and traveler bases outside of the United States and, as a result, our business is susceptible to risks associated with international operations.

We have limited operating and e-commerce experience in many foreign jurisdictions and are making significant investments to build our international operations. We plan to continue our efforts to expand globally, including acquiring international businesses and conducting business in jurisdictions where we do not currently operate. Managing a global organization is difficult, time consuming and expensive and any international expansion efforts that we undertake may not be profitable in the near or long term or otherwise be successful. In addition, conducting international operations subjects us to risks that include:

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the cost and resources required to localize our services, which requires the translation of our websites and their adaptation for local practices and legal and regulatory requirements;

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adjusting the products and services we provide in foreign jurisdictions, as needed, to better address the needs of local owners, managers, distributors and travelers, and the threats of local competitors;

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being subject to foreign laws and regulations, including those laws governing Internet activities, email messaging, collection and use of personal information, ownership of intellectual property, taxation and other activities important to our online business practices, which may be less developed, less predictable, more restrictive, and less familiar, and which may adversely affect financial results in certain regions;

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competition with companies that understand the local market better than we do or who have pre-existing relationships with property owners, managers, distributors and travelers in those markets;

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legal uncertainty regarding our liability for the transactions and content on our websites, including online bookings, property listings and other content provided by property owners and managers, including uncertainty resulting from unique local laws or a lack of clear precedent of applicable law;

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lack of familiarity with and the burden of complying with a wide variety of other foreign laws, legal standards and foreign regulatory requirements, including invoicing, data collection and storage, financial reporting and tax compliance requirements, which are subject to unexpected changes;

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laws and business practices that favor local competitors or prohibit or limit foreign ownership of certain businesses;

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challenges associated with joint venture relationships and minority investments;

	●	adapting to variations in foreign payment forms;
	●	difficulties in managing and staffing international operations and establishing or maintaining operational efficiencies;

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difficulties in establishing and maintaining adequate internal controls and security over our data and systems;

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currency exchange restrictions and fluctuations in currency exchange rates;

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potentially adverse tax consequences, which may be difficult to predict, including the complexities of foreign value added tax systems and restrictions on the repatriation of earnings;

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increased financial accounting and reporting burdens and complexities and difficulties in implementing and maintaining adequate internal controls;

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political, social and economic instability abroad, war, terrorist attacks and security concerns in general;

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the potential failure of financial institutions internationally;

	●	varying effects of global pandemics and epidemics, including COVID-19 on different countries;
	●	reduced or varied protection for intellectual property rights in some countries; and

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higher telecommunications and Internet service provider costs.

Operating in international markets also requires significant management attention and financial resources. We cannot guarantee that our international expansion efforts in any or multiple territories will be successful. The investment and additional resources required to establish operations and manage growth in other countries may not produce desired levels of revenue or profitability and could instead result in increased costs.

The market in which we participate is highly competitive, and we may be unable to compete successfully with our current or future competitors.

The market to provide listing, search and marketing services for the ALR industry is very competitive and highly fragmented. In addition, the barriers to entry are low and new competitors may enter. All of the services that we plan to provide to property owners, managers and travelers, including listing and search, are provided separately or in combination by current or potential competitors. Our competitors may adopt aspects of our business model, which could reduce our ability to differentiate our services. Additionally, current or new competitors may introduce new business models or services that we may need to adopt or otherwise adapt to in order to compete, which could reduce our ability to differentiate our business or services from those of our competitors. Furthermore, properties in the ALR industry are not typically marketed exclusively through any single channel, and our listing agreements are not typically exclusive. Accordingly, our competitors could aggregate a set of listings similar to ours. Increased competition could result in a reduction in revenue, rate of new listing acquisition, existing listings or market share.

There are thousands of vacation rental listing websites that compete directly with us for listings, travelers, or both, such as Booking.com, HomeAway.com, Airbnb, and TripAdvisor. Many of these competitors offer free or heavily discounted listings or focus on a particular geographic location or a specific type of rental property. Some of them also aggregate property listings obtained through various sources, including the websites of property managers some of whom will also market their properties on our websites.

Competitors also operate websites directed at the wider fragmented travel lodging market, such as Airbnb and HomeAway by listing either rooms or the owner’s primary home. These properties increase both the number of rental opportunities available to travelers and the competition for the attention of the traveler. Some vacation rental property owners and managers also list on these websites, and consequently, these companies currently compete with us to some extent.

We will also compete with online travel agency websites, such as Expedia, Hotels.com, Kayak, Priceline, Booking.com, Orbitz and Travelocity, which have traditionally provided comprehensive travel services and some of whom are now expanding into the vacation rental category. We also compete with large Internet search companies, such as craigslist, eBay, Google, MSN.com and Yahoo!, which provide listing or advertising services in addition to a wide variety of other products or services. In addition, some competitors, such as Perfect Places, Inc., Atraveo and eDomizil, predominately serve the professional property manager marketplace, and therefore have the ability to create more products and features targeted to property managers. Hotels, corporate travel providers, travel metasearch engines, travel content aggregators, mobile platform travel applications, social media websites, and even mobile computing hardware providers all also have the potential to increase their competitive presence in the areas of our business as well.

We believe we will compete primarily on the basis of the quantity and quality of our listings, the quality of the direct relationships we have with distributors, property owners and managers, the volume of expected travelers who will visit our websites, the global diversity of the vacation rentals available on our websites, the quality of our websites, the tools provided to our distributors, property owners and managers to assist them with their business, customer service, brand identity, the success of our marketing programs, and price. If current or potential property owners, managers, distributors or travelers choose to use any of these competitive offerings in lieu of ours, our revenue could decrease and we could be required to make additional expenditures to compete more effectively. Any of these events or results could harm our business, operating results and financial condition.

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In addition, most of our current or potential competitors are larger and have more resources than we do. Many of our current and potential competitors enjoy substantial competitive advantages, such as greater name recognition in their markets, longer operating histories and larger marketing budgets, as well as substantially greater financial, technical and other resources. In addition, our current or potential competitors may have access to larger property owner, manager or traveler bases. As a result, our competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards or owner, manager or traveler requirements, including, but not limited to those associated with the COVID-19 pandemic. Furthermore, because of these advantages, existing and potential owners, managers, distributors and travelers might accept our competitors’ offerings, even if they may be inferior to ours. For all of these reasons, we may not be able to compete successfully against our current and future competitors.

If the businesses and/or assets that we have acquired or invested in do not perform as expected or we are unable to effectively integrate acquired businesses, our operating results and prospects could be harmed.

We have four platforms, a library of travel footage, equity investments in Verus International, Inc, NestBuilder.com, Bettwork Industries Inc, and Recruiter.com Group, Inc. The businesses we have acquired, or invested in, may not perform as well as we expect. Failure to manage and successfully integrate acquired businesses and technologies could harm our operating results and our prospects. If the companies we have invested in do not perform well, our investments could become impaired and our financial results could be negatively impacted.

Our future mergers and acquisitions, if any, will involve numerous risks, including the following:

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difficulties in integrating and managing the combined operations, technologies, technology platforms and products of the acquired companies and realizing the anticipated economic, operational and other benefits in a timely manner, which could result in substantial costs and delays or other operational, technical or financial problems;

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legal or regulatory challenges or post-acquisition litigation, which could result in significant costs or require changes to the businesses or unwinding of the transaction;

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failure of the acquired company or assets to achieve anticipated revenue, earnings or cash flow;

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diversion of management’s attention or other resources from our existing business;

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our inability to maintain key distributors and business relationships, and the reputations of acquired businesses;

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uncertainty resulting from entering markets in which we have limited or no prior experience or in which competitors have stronger market positions;

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our dependence on unfamiliar affiliates and partners of acquired businesses;

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unanticipated costs associated with pursuing acquisitions;

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liabilities of acquired businesses, which may not be disclosed to us or which may exceed our estimates, including liabilities relating to non-compliance with applicable laws and regulations, such as data protection and privacy controls;

	●	difficulties in assigning or transferring to us or our subsidiaries intellectual property licensed to companies we acquired;
	●	difficulties in maintaining our internal standards, controls, procedures and policies including financial reporting requirements of the Sarbanes-Oxley Act of 2002 and extending these controls to acquired companies;

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potential loss of key employees of the acquired companies;

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difficulties in complying with antitrust and other government regulations;

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challenges in integrating and auditing the financial statements of acquired companies that have not historically prepared financial statements in accordance with U.S. generally accepted accounting principles; and

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potential accounting charges to the extent intangibles recorded in connection with an acquisition, such as goodwill, trademarks, customer relationships or intellectual property, are later determined to be impaired and written down in value.

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Moreover, we rely heavily on the representations and warranties provided to us by the sellers of acquired companies and assets, including as they relate to creation, ownership and rights in intellectual property, existence of open-source software and compliance with laws and contractual requirements. If any of these representations and warranties are inaccurate or breached, such inaccuracy or breach could result in costly litigation and assessment of liability for which there may not be adequate recourse against such sellers, in part due to contractual time limitations and limitations of liability.

If we are unable to introduce new or upgraded products, services or features that distributors, travelers or property owners and managers recognize as valuable, we may fail to (i) drive additional travelers to the websites of our distributors, (ii) drive additional travelers to our websites, (iii) retain existing property owners and managers, (iv) attract new property owners and managers, (v) retain existing distributors, and/or (vi) attract new distributors. Our efforts to develop new and upgraded services and products could require us to incur significant costs.

In order to attract travelers to (i) our distributors, as well as (ii) our own online marketplace while retaining, and attracting new, distributors, property owners and managers, we will need to continue to invest in the development of new products, services and features that both add value for travelers, distributors, property owners and managers and differentiate us from our competitors. The success of new products, services and features depends on several factors, including the timely completion, introduction and market acceptance of the product, service or feature. If travelers, distributors, property owners or managers do not recognize the value of our new services or features, they may choose not to utilize our products or list on our online marketplace.

Attempting to develop and deliver these new or upgraded products, services or features involves inherent hazards and difficulties, and is costly. Efforts to enhance and improve the ease of use, responsiveness, functionality and features of our existing websites have inherent risks, and we may not be able to manage these product developments and enhancements successfully. We may not succeed in developing new or upgraded products, services or features or new or upgraded products, services or features may not work as intended or provide value. In addition, some new or upgraded products, services or features may be difficult for us to market and may also involve unfavorable pricing. Even if we succeed, we cannot guarantee that our property owners and managers will respond favorably.

In addition to developing our own improvements, we may choose to license or otherwise integrate applications, content and data from third parties. The introduction of these improvements imposes costs on us and creates a risk that we may be unable to continue to access these technologies and content on commercially reasonable terms, or at all. In the event we fail to develop new or upgraded products, services or features, the demand for our services and ultimately our results of operations may be adversely affected.

We have a relatively limited operating history and we operate in a rapidly evolving industry, which makes it difficult to evaluate our current business and future prospects. If we fail to predict the manner in which our business will perform or how the market will develop, our business and prospects may suffer materially.

Our limited operating history, together with our rapidly changing industry, may make it difficult to evaluate our current business and our future prospects. We have encountered, and will continue to encounter, risks and difficulties frequently experienced by growing companies in rapidly changing industries. These include challenges in accurate financial planning and forecasting as we develop new products or strategic plans with little or no historical reference as a basis for such planning and forecasting. These risks will be exacerbated by the effects and extent of the COVID-19 pandemic and the duration thereof. Our business and prospects should be considered in light of the risks and difficulties we may encounter as a company operating in a highly competitive environment where changes to our business, plans, and products may be required to respond to such changes.

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In addition, the market for online ALRs is relatively new and, in many territories, is unproven with little data or research available regarding the market and industry. It is uncertain whether the ALR market in many territories will continue to develop or if our services will achieve and sustain a level of demand and market acceptance sufficient for us to generate revenue, net income and cash flow growth, at anticipated levels or at all; we may need to focus on, or offer, different types of products and services in order to remain competitive. Our success will depend, to a substantial extent, on the willingness of property owners and managers to use commercial online rental property listing services. Some property managers have developed (and use) their own proprietary online listing services and, therefore, may be reluctant or unwilling to use our services to market their properties. Furthermore, some travelers and property owners and managers may be reluctant or unwilling to use online listing services because of concerns regarding the security of data, the potential for fraudulent activity, including phishing, or the integrity of the online marketplace. If property owners and managers do not perceive the benefits of marketing their properties online, then our market may not develop as we expect, or it may develop more slowly than we expect, either of which could significantly harm our business and operating results. Moreover, our success will depend on travelers’ use of our distributors, as well as our own, online marketplace to search, locate and rent vacation rentals, which will depend on their willingness to use the Internet and their belief in the integrity of the websites. In addition, since we operate in unproven and unstudied markets, we have limited insight into trends that may develop in those markets and may affect our business. We may make errors in predicting and reacting to other relevant business trends, which could harm our business.

Changes in our effective tax rate could harm our future operating results.

We are subject to federal and state income taxes in the United States and in various foreign jurisdictions. Our provision for income taxes and our effective tax rate are subject to volatility and could be adversely affected by several circumstances, including:

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earnings being lower than anticipated in countries that have lower tax rates and higher than anticipated in countries that have higher tax rates;

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effects of certain non-tax-deductible expenses;

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changes in the valuation of our deferred tax assets and liabilities;

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transfer pricing adjustments, including the effect of acquisitions on our intercompany research and development cost sharing arrangement and legal structure;

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adverse outcomes resulting from any tax audit;

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our ability to utilize our net operating losses and other deferred tax assets; and

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changes in accounting principles or changes in tax laws and regulations, or the application of the tax laws and regulations, including possible U.S. changes to the deductibility of expenses attributable to foreign income, or the foreign tax credit rules.

Significant judgment is required in the application of accounting guidance relating to uncertainty in income taxes. If tax authorities challenge our tax positions and any such challenges are settled unfavorably, it could adversely impact our provision for income taxes.

We are exposed to fluctuations in currency exchange rates.

Because we plan to conduct a significant portion of our business outside the United States but report our results in U.S. dollars, we face exposure to adverse movements in currency exchange rates, which may cause our revenue and operating results to differ materially from expectations. In addition, fluctuation in our mix of U.S. and foreign currency denominated transactions may contribute to this effect as exchange rates vary. Moreover, as a result of these exchange rate fluctuations, revenue, cost of revenue, operating expenses and other operating results may differ materially from expectations when translated from the local currency into U.S. dollars upon consolidation. For example, if the U.S. dollar strengthens relative to foreign currencies our non-U.S. revenue would be adversely affected when translated into U.S. dollars. Conversely, a decline in the U.S. dollar relative to foreign currencies would increase our non-U.S. revenue when translated into U.S. dollars. We may enter into hedging arrangements in order to manage foreign currency exposure but such activity may not completely eliminate fluctuations in our operating results.

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Our business depends on retaining and attracting capable management and operating personnel.

Our success depends in large part on our ability to attract and retain high-quality management and operating personnel, as well as skilled technical and marketing personnel, who are in high demand and are often subject to competing offers. Competition for qualified employees is intense in our industry, and the loss of even a few qualified employees, or an inability to attract, retain and motivate additional highly skilled employees required for the planned expansion of our business could harm our operating results and impair our ability to grow. To attract and retain key personnel, we use various measures, including an equity incentive program and incentive bonuses for executive officers and other key employees. While we attempt to provide additional or different incentive compensation tools to mitigate this impact, the measures we employ to attract and maintain key personnel may not be effective enough to enable us to attract and retain the personnel we require to operate our business effectively.

If we lose the services of our key personnel, including Mr. William Kerby, our Chief Executive Officer, our business would be materially and adversely affected. Furthermore, we do not have “key person” life insurance, and we do not presently intend to purchase such insurance, on Mr. Kerby or any of our other key personnel. We believe that our success is substantially dependent upon: (1) our ability to retain and motivate our senior management team and other key employees; and (2) our ability to identify, attract, hire, train, retain and motivate other qualified personnel. The development of our business and operations is dependent upon the efforts and talents of our executive officers, whose extensive experience and contacts within the industries in which we wish to compete are a critical component of our business strategy. We may not be successful in retaining the services of any of the members of our senior management team or other key personnel, or in hiring qualified technical, managerial, marketing and administrative personnel. If we do not succeed in retaining our employees and in attracting new employees, our business could suffer significantly.

The employment agreements of our officers include limited non-solicitation and non-compete provisions and provide for severance pay upon termination of such agreements for certain reasons.

We are party to employment agreements with our Chief Executive Officer, William Kerby, our Vice President of Finance and Chief Financial Officer, Sirapop “Kent” Taepakdee, and our Chief Operating Officer and Chief Information Officer, Timothy Sikora.

Mr. Kerby’s employment agreement remains in effect indefinitely until either party provides the other at least 30 days prior written notice of its intent to terminate the agreement, or until terminated pursuant to the terms of the agreement. The agreement includes a non-compete provision, prohibiting Mr. Kerby from competing against the Company during the term of the agreement and for a period of 12 months after termination thereof (subject to certain exceptions), in any state or country in connection with (A) the offer of Alternative Lodging Rental properties (Vacation Home Rentals) which are distributed on a Business to Business Basis; (B) the commercial sale of specialty products sold by the Company during the six (6) months preceding the termination date; and (C) any services the Company commercially offered during the six (6) months prior to the termination date (collectively, the “Non-Compete”).

In the event of termination of the agreement for death or disability, or termination by Mr. Kerby without good reason (defined in the agreement), or for cause (defined in the agreement) by the Company, Mr. Kerby is due all consideration due and payable to him through the date of termination. In the event of termination of the agreement by Mr. Kerby for good reason or the Company for any reason other than cause (or if Mr. Kerby’s employment is terminated other than for cause within six (6) months before or twenty-four (24) months following the occurrence of a change of control (defined in the agreement) of the Company, provided that we believe the closing of the HotPlay exchange agreement will be deemed a change of control under the agreement), Mr. Kerby is due all consideration due and payable through the date of termination; a lump sum payment equal to twelve (12) months of base salary; continued participation in all benefit plans and programs of the Company for twelve (12) months after termination (or at the option of the Company, reimbursement of COBRA insurance premiums for substantially similar coverage as the Company’s plans); and the Non-Compete will not apply to Mr. Kerby.

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Mr. Taepakdee, our Vice President of Finance and Chief Financial Officer, entered into an employment agreement, dated January 30, 2020. If the agreement is terminated by Mr. Taepakdee for good reason (as defined in the agreement) or by the Company without cause, and other than due to Mr. Taepakdee’s death or disability, Mr. Taepakdee is due two calendar months of severance pay. If the agreement is terminated due to Mr. Taepakdee’s disability, Mr. Taepakdee is due compensation through the remainder of the month during which such termination is effective. If the Company terminates the agreement within 24 months after a change in control event, then the Company is required to pay Mr. Taepakdee a severance payment equal to twelve (12) months’ salary, plus continue to provide benefits equal to those provided prior to the change in control event for a period of six (6) months (we believe the closing of the HotPlay exchange agreement will be deemed a change of control under the agreement). The agreement includes a one-year non-solicitation and non-competition clause following the date of the termination of the agreement, which non-competition clause prohibits him (without the prior written consent of the Company which consent will not be unreasonably withheld) from directly or through another person or another entity carrying on or being engaged in any business within North America which is competitive with the business of the Company, however, the non-compete shall terminate in the event of a termination of employment by Mr. Taepakdee for good reason or a termination by the Company other than for cause or disability.

Mr. Sikora, our Chief Operating Officer and Chief Information Office, entered into an employment agreement, dated January 30, 2020. If the agreement is terminated by Mr. Sikora for good reason (as defined in the agreement) or by the Company without cause, and other than due to Mr. Sikora’s death or disability, Mr. Sikora is due two calendar months of severance pay. If the agreement is terminated due to Mr. Sikora’s disability, Mr. Sikora is due compensation through the remainder of the month during which such termination is effective. If the Company terminates the agreement within 24 months after a change in control event, then the Company shall pay Mr. Sikora a severance payment equal to twelve (12) months’ salary, plus continue to provide benefits equal to those provided prior to the change in control event for a period of six (6) months (we believe the closing of the HotPlay exchange agreement will be deemed a change of control under the agreement). The agreement includes a one-year non-solicitation and non-competition clause following the date of the termination of the agreement, which non-competition clause prohibits him (without the prior written consent of the Company which consent will not be unreasonably withheld) from directly or through another person or another entity carrying on or being engaged in any business within North America which is competitive with the business of the Company, however, the non-compete shall terminate in the event of a termination of employment by Mr. Sikora for good reason or a termination by the Company other than for cause or disability.

The automatic renewal feature of Mr. Kerby’s agreement may prevent us from terminating the employment of such officer, and the non-solicitation and non-compete provisions of the agreements with the executive officers may not provide us adequate protection from such persons competing with us after their termination, and the severance pay payable to such individuals may make it costly to terminate the employment of such individuals, make us less attractive for potential acquirers or prevent a change of control.

We agreed to pay certain fees to Mr. William Kerby, our Chief Executive Officer and director, and Mr. Donald P. Monaco, our Chairman, in consideration for such individuals guarantying and continuing to guarantee, certain of our obligations.

Pursuant to Mr. Kerby’s employment agreement, as additional consideration for Mr. Kerby having entered into numerous personal guarantees with the Airline Reporting Commission, sellers of travel services, merchant providers, financial institutions, associations and service providers on behalf of the Company, the Company agreed that, for as long as Mr. Kerby is employed by the Company, provides services under the employment agreement and is willing to continue to support the Company in connection with such guarantees, he will receive a $2,000 per month guarantee fee. In the event Mr. Kerby resigns for good reason (defined in the employment agreement), or his employment is terminated by the Company, the Company agreed to eliminate any and all guarantees within thirty (30) days, failing which, for each month the guarantees remain in place, the monthly guarantee fee will rise to $10,000 per month, until such time as the Company has assumed or terminated all such guarantees.

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On October 31, 2018, and effective November 1, 2018, we entered into a Guaranty Compensation Agreement with Donald P. Monaco, the Chairman of the Company’s board of directors. Pursuant to the Guaranty Compensation Agreement and in consideration for Mr. Monaco previously providing a personal guaranty to a financial institution in connection with our line of credit with such financial institution, we agreed that for as long as Mr. Monaco continues to serve on the board of directors of the Company and continues to maintain the guaranty (and any future guarantees he may provide), we would pay him a $2,000 per month guarantee fee (the “Guarantee Fee”). The Guaranty Fee terminated effective December 1, 2020, when the Company’s financial debt was repaid. The Company paid $48,000 for the guaranty fees to Mr. Monaco in the FYE February 29, 2020 and paid $18,000 in guaranty fees to Mr. Monaco in fiscal 2021, prior to the termination of Mr. Monaco’s guarantees.

The aggregate of such guaranty fees may be significant and may reduce the amount of available funding available for the Company to undertake its operations, repay its liabilities and/or expand its operations. In the event the guaranty fees rise as described above, the Company may not have available funds to pay such fees, and the amount of such fees may further reduce the amount of cash the Company has for business activities and growth. The amount of such guaranty fees may reduce the trading value of the Company’s common stock and/or have a material adverse effect on the Company’s available cash and results of operations.

If we fail to protect confidential information against security breaches, or if distributors, property owners, managers or travelers are reluctant to use our online marketplace because of privacy or security concerns, we might face additional costs, and activity on our websites could decline.

We collect and use personally identifiable information of distributors, property owners, managers and travelers in the operation of our business. Our systems may be vulnerable to computer viruses or physical or electronic break-ins that our security measures may not detect. Anyone that is able to circumvent our security measures could misappropriate confidential or proprietary information, cause an interruption in our operations, damage our computers or those of our users, or otherwise damage our reputation and business. We may need to expend significant resources to protect against security breaches or to address problems caused by breaches. Security breaches of our systems, or even the systems of third parties we rely upon, such as credit card processors, could damage our reputation and expose us to litigation and possible liability under various laws and regulations. In addition, industry-wide incidents, or incidents specific to us, could deter people from using our distributors’, as well as, our online marketplaces. Concern among distributors, property owners, managers and travelers regarding our use of personal information collected on our websites could keep them from using, or continuing to use, our online marketplace.

There are risks of security breaches both on our own systems and on third party systems which store our information as we increase the types of technology that we use to operate our marketplace, such as mobile applications. New and evolving technology systems and platforms may involve security risks that are difficult to predict and adequately guard against. In addition, third parties that process credit card transactions between us and property owners and managers maintain personal information collected from them. Such information could be stolen or misappropriated, and we could be subject to liability as a result. Further, property owners and managers may develop a lack of confidence in these third parties or in their ability to securely conduct credit card transactions on our distributors’ websites, our websites or the Internet in general, which could adversely impact our business, revenue and operating results. Our property owners, managers and travelers may be harmed by such breaches and we may in turn be subject to costly litigation or regulatory compliance costs, and harm to our reputation and brand. Moreover, some property owners, managers and travelers may cease using our marketplace altogether.

The laws of some states and countries require businesses that maintain personal information about their residents in electronic databases to implement reasonable measures to keep that information secure. Our practice is to encrypt all sensitive information, but we do not know whether our current practice will be challenged under these laws. In addition, under certain of these laws, if there is a breach of our computer systems and we know or suspect that unencrypted personal data has been stolen, we are required to inform any user whose data was stolen, which could harm our reputation and business. Complying with the applicable notice requirements in the event of a security breach could result in significant costs. We may also be subject to contractual claims, investigation and penalties by regulatory authorities, and claims by persons whose information was disclosed.

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Compounding these legal risks, many states and countries have enacted different and often contradictory requirements for protecting personal information collected and maintained electronically. Compliance with these numerous and contradictory requirements is particularly difficult for us because we collect personal information from users in multiple jurisdictions. While we intend to comply fully with these laws, failure to comply could result in legal liability, cause us to suffer adverse publicity and lose business, traffic and revenue. If we were required to pay any significant amount of money in satisfaction of claims under these or similar laws, or if we were forced to cease our business operations for any length of time as a result of our inability to comply fully, our business, operating results and financial condition could be adversely affected.

In addition, third parties may target users of our websites directly with attempts to breach the security of their email accounts or management systems, such as through phishing attacks, which are fraudulent identity theft schemes designed to appear as legitimate emails from us or from our property owners and managers. Criminals may also employ other schemes aimed at defrauding our property owners, managers or travelers in ways that we may not anticipate or be able to adequately guard against. Although phishing attacks and other fraud schemes are generally not carried out through our systems, victims may nevertheless seek recovery from us. As a result, we may be required to defend ourselves in costly litigation and may suffer harm to our reputation, brand and business.

In the event any of the above risks were to occur, our reputation could be harmed, we and/or our distributors could lose either website traffic or users, and as a result, our results of operations and the value of our securities could be adversely affected.

If we are unable to adapt to changes in technology, our business could be harmed.

Because property owners, managers and travelers can access our websites using a variety of hardware and software platforms, we will need to continuously modify and enhance our service to keep pace with related technological changes. We may not be successful in developing necessary, functional and popular modifications and enhancements. Furthermore, uncertainties about the timing and nature of these necessary changes could result in unplanned research and development expenses. In addition, any failure of our online marketplace to operate effectively with future technologies could result in dissatisfaction from travelers, distributors, property owners, and managers, any of which could harm our business.

We may be subject to liability for the activities of our property owners and managers, which could harm our reputation and increase our operating costs.

We may receive complaints related to certain activities on our websites, including disputes over the authenticity of an ALR listing. We may be subject to claims of liability for unauthorized use of credit card and/or bank account information, identity theft, phishing attacks, potential breaches of system security, libel, and infringement of third-party copyrights, trademarks or other intellectual property rights. Fraud may be purported by owners or managers listing properties which either do not exist or are significantly not as described in the listing. The methods used by perpetrators of fraud constantly evolve and are complex. Moreover, our trust and security measures may not detect all fraudulent activity. Consequently, we expect to receive complaints from travelers and requests for reimbursement of their rental fees, as well as actual or threatened related legal action against us in the usual course of business.

We may also be subject to claims of liability based on events that occur during travelers’ stays at ALRs, including those related to robbery, injury, death, and other similar incidents. These types of claims could increase our operating costs and adversely affect our business and results of operations, even if these claims do not result in liability, as we incur costs related to investigation and defense. The available terms and conditions of our websites specifically state that we are exempt from any liability to travelers relating to these matters. However, the enforceability of these terms varies from jurisdiction to jurisdiction, and the laws in this area are consistently evolving. If we are subject to liability or claims of liability relating to the acts of our property owners or managers, or due to fraudulent listings, we may be subject to negative publicity, incur additional expenses and be subject to liability, any of which could harm our business and our operating results.

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Loss or material modification of our credit card acceptance privileges could have a material adverse effect on our business and operating results. Credit card acceptance privileges involve additional potential costs relating to reimbursements and fraud.

The loss of our credit card acceptance privileges could significantly limit the availability and desirability of our products and services. Moreover, if we fail to fully perform our contractual obligations, we could be obligated to reimburse credit card companies for refunded payments that have been contested by the cardholders. In addition, even when we are in compliance with these obligations, we bear other expenses including those related to the acceptance of fraudulent credit cards. As a result of all of these risks, credit card companies may require us to set aside additional cash reserves, may increase the transaction fees they charge us, or may even refuse to renew our acceptance privileges.

In addition, credit card networks, such as Visa, MasterCard and American Express, have adopted rules and regulations that apply to all merchants who process and accept credit cards and include the Payment Card Industry Data Security Standards, or the PCI DSS. Under these rules, we are required to adopt and implement internal controls over the use, storage and security of card data. We assess our compliance with the PCI DSS rules on a periodic basis and make necessary improvements to our internal controls. Failure to comply may subject us to fines, penalties, damages and civil liability and could prevent us from processing or accepting credit cards. However, we cannot guarantee that compliance with these rules will prevent illegal or improper use of our payment systems or the theft, loss or misuse of the credit card data.

The loss of, or the significant modification of, the terms under which we obtain credit card acceptance privileges could have a material adverse effect on our business, revenue and operating results.

Our revenue, expenses and operating results could be negatively affected by changes in travel, real estate and ALR markets, as well as general economic conditions.

Our business is particularly sensitive to trends in the travel, real estate and vacation rental markets, which are unpredictable, as well as trends in the general economy. Therefore, our operating results, to the extent they reflect changes in the broader travel, real estate and vacation rental industries, may be subject to significant fluctuations. For example, changes in the travel industry, such as disruptions caused by war, terrorist attacks, pandemics and epidemics (including the recent changes caused by COVID-19), natural disasters, weather, bankruptcies or diseases could significantly reduce the willingness of potential travelers to plan vacation and other travel. Such disruptions that harm or destroy vacation homes could cause the property owners and managers of such homes to cancel or fail to renew their listings. Downturns in real estate markets may result in decreased new building rates and increases in foreclosures, which could also result in fewer vacation rentals available for listing. Also, since vacation travel is generally dependent on discretionary spending, negative general economic conditions could significantly reduce the overall amount that travelers spend on vacation travel.

Additionally, property owners may choose or be forced to sell their vacation rentals during periods of economic slowdown or recession. Any or all of these factors could reduce the demand for vacation rentals and our services, thereby reducing our revenue. This in turn could increase our need to make significant expenditures to continue to attract distributors, property owners, managers and travelers to our websites.

Vacation rentals are often located in popular vacation destinations around the world and utilized on a seasonal basis. Factors influencing the desirability of vacation rentals in a particular region or season could adversely affect our ability to obtain new listings and retain existing listings.

ALRs are often located in popular vacation destinations and utilized on a seasonal basis. As a result, our listings involve properties that are often concentrated in particular regions, and our revenue is dependent upon our ability (or willingness) to list properties in those regions. If we became unable (or unwilling) to list properties in a particular region, our listings in the region could decline or cease to grow, and revenue and results of operations could be adversely impacted. Notwithstanding the above, adverse economic conditions, or pandemics, including COVID-19, could result in future seasonal patterns that are different from historical trends.

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In addition, factors influencing the desirability of ALRs in a particular region or during a specific season could adversely affect our ability to obtain new listings and retain existing listings. A significant natural disaster, political turmoil, pandemic, epidemic or other regional disturbance could reduce the number of available vacation rentals in that area, reducing our listing base and our revenue. In addition, if we do not have sufficient property listings in a newly popular vacation destination, we could fail to attract travelers; consequently, property owners and managers may opt to list their properties with a competitor having a greater presence in that area.

As described above, the global travel industry has experienced sharp declines in demand as a result of COVID-19 and the ultimate effects and longevity of such decreased demand is currently not known; however, such decrease in demand is expected to have a material adverse effect on our fiscal year-end 2021 revenues and results of operations, and will likely continue to affect our operations well into fiscal year-end 2022.

We could face liability for transactions and information on (or accessible through) our or, our distributors’, online marketplaces.

A significant portion of the information available through our and our distributors’ online marketplaces is submitted by property owners and managers and third parties. Property owners and managers could assert that information concerning them on our websites contains errors or omissions and third parties could seek damages from us for losses incurred if they rely upon such incorrect information. We could also be subject to claims that such information is defamatory, libelous, or infringes on third-party copyrights and privacy and publicity rights. We might be subject to claims that by providing links to third party websites, we are liable for wrongful actions by those third parties. Even if these claims do not result in liability to us, we could incur significant costs in investigating and defending against these claims.

In addition, our services will feature a property review platform, which allows travelers to post property reviews and other information about properties, property owners and managers. Although this feedback is generated by users and not by us, claims of libel, defamation or other injury have been made against other Internet service providers offering similar forums and may be made against us for content posted in this forum. Our potential liability for this information could require us to expend substantial resources to reduce our liability exposure and may limit the attractiveness of our and our distributors’ online marketplace. Moreover, our general liability insurance may not cover all potential claims to which we are exposed and may not be adequate to indemnify us for all liability that may be imposed and as a result we could face significant liability for such claims which could have a material adverse effect on our cash flows.

Property owner, distributor, manager or traveler complaints or negative publicity about our company, our services or our business activities could diminish use of our online marketplace and our brand.

Property owner, distributor, manager or traveler complaints or negative publicity about our company, our services or our business activities could severely diminish consumer confidence in and use of our online marketplace and negatively affect our brand. Our measures to combat risks of fraud and breaches of privacy and security can damage relations with our property owners and managers, for instance when we remove listings which have repeatedly been reported as misleadingly described. These measures heighten the need for prompt and accurate customer service to resolve irregularities and disputes. Effective customer service requires significant personnel expense, and this expense, if not managed properly, could significantly impact our profitability. Failure to manage or train our customer service representatives properly could compromise our ability to handle property owner, manager and traveler complaints effectively. If we do not handle these complaints effectively, our reputation may suffer, and we may lose the confidence of property owners, distributors, managers and travelers. We may also be the subject of blog or forum postings that include inaccurate statements and create negative publicity. As a result of these complaints or negative publicity, property owners, distributors and managers may discontinue their listing or services with us or travelers may discontinue their use of our websites, and our business, brand and results of operations could be adversely impacted.

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If we do not adequately protect our intellectual property, our ability to compete could be impaired.

Our intellectual property includes the content of our websites, registered domain names, as well as registered and unregistered trademarks. We believe that our intellectual property is an essential asset of our business and that our domain names and our technology infrastructure currently give us a competitive advantage in the online market for ALR listings. If we do not adequately protect our intellectual property, our brand, reputation and perceived content value could be harmed, resulting in an impaired ability to compete effectively.

To protect our intellectual property, we rely on a combination of copyright, trademark, patent and trade secret laws, contractual provisions and our user policy and restrictions on disclosure. Upon discovery of potential infringement of our intellectual property, we promptly take action we deem appropriate to protect our rights. We also enter into confidentiality agreements with our employees and consultants and seek to control access to and distribution of our proprietary information in a commercially prudent manner. The efforts we have taken to protect our intellectual property may not be sufficient or effective, and, despite these precautions, it may be possible for other parties to copy or otherwise obtain and use the content of our websites without authorization. We may be unable to prevent competitors from acquiring domain names or trademarks that are similar to, infringe upon or diminish the value of our domain names, service marks and our other proprietary rights. Even if we do detect violations and decide to enforce our intellectual property rights, litigation may be necessary to enforce our rights, and any enforcement efforts we undertake could be time-consuming, expensive, distracting and result in unfavorable outcomes. A failure to protect our intellectual property in a cost-effective and meaningful manner could have a material adverse effect on our ability to compete.

Effective trademark, copyright and trade secret protection may not be available in every country in which our products are available over the Internet. In addition, the legal standards relating to the validity, enforceability and scope of protection of intellectual property rights are uncertain and still evolving.

We may be subject to claims that we violated intellectual property rights of others, which are extremely costly to defend and could require us to pay significant damages and limit our ability to operate.

Companies in the Internet and technology industries, and other patent and trademark holders seeking to profit from royalties in connection with grants of licenses, own large numbers of patents, copyrights, trademarks and trade secrets and frequently enter into litigation based on allegations of infringement or other violations of intellectual property rights. There may be intellectual property rights held by others, including issued or pending patents and trademarks, that cover significant aspects of our technologies, content, branding or business methods. Any intellectual property claims against us, regardless of merit, could be time-consuming and expensive to settle or litigate and could divert our management’s attention and other resources. These claims also could subject us to significant liability for damages and could result in our having to stop using technology, content, branding or business methods found to be in violation of another party’s rights. We might be required or may opt to seek a license for rights to intellectual property held by others, which may not be available on commercially reasonable terms, or at all. If we cannot license or develop technology, content, branding or business methods for any allegedly infringing aspect of our business, we may be unable to compete effectively. Even if a license is available, we could be required to pay significant royalties, which could increase our operating expenses. We may also be required to develop alternative non-infringing technology, content, branding or business methods, which could require significant effort and expense and be inferior. Any of these results could harm our operating results.

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We currently rely on a small number of third-party service providers to host and deliver a significant portion of our services, and any interruptions or delays in services from these third parties could impair the delivery of our services and harm our business.

We rely on third-party service providers for numerous products and services, including payment processing services, data center services, web hosting services, insurance products for customers and travelers and some customer service functions. We rely on these companies to provide uninterrupted services and to provide their services in accordance with all applicable laws, rules and regulations.

We use a combination of third-party data centers to host our websites and core services. We do not control the operation of any of the third-party data center facilities we use. These facilities may be subject to break-ins, computer viruses, denial-of-service attacks, sabotage, acts of vandalism and other misconduct. They are also vulnerable to damage or interruption from power loss, telecommunications failures, fires, floods, earthquakes, hurricanes, tornadoes and similar events. We currently do not have a comprehensive disaster recovery plan in place nor do our systems provide complete redundancy of data storage or processing. As a result, the occurrence of any of these events, a decision by our third-party service providers to close their data center facilities without adequate notice or other unanticipated problems could result in loss of data as well as a significant interruption in our services and harm to our reputation and brand. Additionally, our third-party data center facility agreements are of limited durations, and our third-party data center facilities have no obligation to renew their agreements with us on commercially reasonable terms, or at all. If we are unable to renew our agreements with these facilities on commercially reasonable terms, we may experience delays in the provisioning of our services until an agreement with another data center facility can be arranged. This shift to alternate data centers could take more than 24 hours depending on the nature of the event.

Furthermore, we depend on continuous and uninterrupted access to the Internet through third-party bandwidth providers to operate our business. If we lose the services of one or more of our bandwidth providers for any reason or if their services are disrupted, we could experience disruption in our services or we could be required to retain the services of a replacement bandwidth provider, which could harm our business and reputation.

Our operations are dependent on the availability of electricity, which also comes from third-party providers. If we or the third-party data center facilities that we use to deliver our services were to experience a major power outage, it could result in disruption of our services and harm to our business.

If these companies experience difficulties and are not able to provide services in a reliable and secure manner, if they do not operate in compliance with applicable laws, rules and regulations and, with respect to payment and card processing companies, if they are unable to effectively combat the use of fraudulent payments on our websites, our results of operations and financial positions could be materially and adversely affected. In addition, if such third-party service providers were to cease operations or face other business disruption either temporarily or permanently, or otherwise face serious performance problems, we could suffer increased costs and delays until we find or develop an equivalent replacement, any of which could have an adverse impact on our business and financial performance.

Our processing, storage, use and disclosure of personal data will expose us to risks of internal or external security breaches and could give rise to liabilities as a result of governmental regulation, conflicting legal requirements or differing views of personal privacy rights.

The security of data when engaging in electronic commerce is essential in maintaining consumer and supplier confidence in our services. Substantial or ongoing security breaches whether instigated internally or externally on our systems or other internet-based systems could significantly harm our future business. It is possible that advances in computer circumvention capabilities, new discoveries or other developments, including our own acts or omissions, could result in a compromise or breach of customer transaction data.

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We cannot guarantee that our security measures will prevent security breaches or attacks. A party (whether internal, external, an affiliate or unrelated third party) that is able to circumvent our security systems could steal customer information or transaction data, proprietary information or cause significant interruptions in our operations. For instance, from time to time, companies have experienced “denial-of-service” type attacks that have made portions of websites slow or unavailable for periods of time. We may need to expend significant resources to protect against security breaches or to address problems caused by breaches, and reductions in website availability and response time could cause loss of substantial business volumes during the occurrence of any such incident. Security breaches could result in negative publicity, damage our reputation, expose us to risk of loss or litigation and possible liability and subject us to regulatory penalties and sanctions. Security breaches could also cause customers and potential customers to lose confidence in our security, which would have a negative effect on the value of our brand.

We also face risks associated with security breaches affecting third parties conducting business over the Internet. Consumers generally are concerned with security and privacy on the Internet, and any publicized security problems could inhibit the growth of the Internet and, therefore, our services as a means of conducting commercial transactions. Additionally, security breaches at third parties such as supplier or distributor systems upon which we may rely could result in negative publicity, damage our reputation, expose us to risk of loss or litigation and possible liability and subject us to regulatory penalties and sanctions.

In our processing transactions, we expect to receive a large volume of personally identifiable data but, we will not store personally identifiable data. We could be adversely affected if legislation or regulations are expanded to require changes in our business practices or if governing jurisdictions interpret or implement their legislation or regulations in ways that negatively affect our business, results of operations and financial condition.

Our websites may encounter technical problems and service interruptions.

Our websites may in the future experience slower response times or interruptions as a result of increased traffic or other reasons. These delays and interruptions resulting from failure to maintain Internet service connections to our site could frustrate visitors and reduce our future web site traffic, which could have a material adverse effect on our business.

If we do not successfully implement any acquisition strategies, our operating results and prospects could be harmed.

We face competition within our industry for acquisitions of businesses, technologies and assets, and, in the future, such competition may become more intense. As such, even if we are able to identify an acquisition that we would like to consummate, we may not be able to complete the acquisition on commercially reasonable terms or at all because of such competition. Furthermore, if we enter into negotiations that are not ultimately consummated, those negotiations could result in the diversion of management time and significant out-of-pocket costs. Even if we are able to complete such acquisitions, we may additionally expend significant amounts of cash or incur substantial debt to finance them, which indebtedness could result in restrictions on our business and use of available cash. In addition, we may finance or otherwise complete acquisitions by issuing equity or convertible debt securities, which could result in dilution of our existing stockholders. If we fail to evaluate and execute acquisitions successfully, we may not be able to realize their benefits. If we are unable to successfully address any of these risks, our business, financial condition or operating results could be harmed.

If we fail to maintain effective internal controls, it could adversely affect our financial position and lower our stock price.

We are subject to reporting and other obligations under the Exchange Act, including the requirements of the Sarbanes-Oxley Act. These provisions require annual management assessments of the effectiveness of our internal controls over financial reporting. We also operate in a complex environment and expect these obligations, together with our rapid growth and expansion through acquisitions, to place significant demands on our management and administrative resources, including accounting and tax resources. If we are unable to conclude that our internal control over financial reporting is effective, our investors could lose confidence in the accuracy and completeness of our financial reports.

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We have significant indebtedness, which could adversely affect our business and financial condition.

Risks relating to our indebtedness include:

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increasing our vulnerability to general adverse economic and industry conditions;

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requiring us to dedicate a portion of our cash flow from operations to principal and interest payments on our indebtedness, thereby reducing the availability of cash flow to fund working capital, capital expenditures, acquisitions and investments and other general corporate purposes;

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making it more difficult for us to optimally capitalize and manage the cash flow for our businesses;

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limiting our flexibility in planning for, or reacting to, changes in our businesses and the markets in which we operate;

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possibly placing us at a competitive disadvantage compared to our competitors that have less debt; and

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limiting our ability to borrow additional funds or to borrow funds at rates or on other terms that we find acceptable.

Because we are a small company, the requirements of being a public company, including compliance with the reporting requirements of the Exchange Act and the requirements of the Sarbanes-Oxley Act and the Dodd-Frank Act, may strain our resources, increase our costs and distract management, and we may be unable to comply with these requirements in a timely or cost-effective manner.

As a public company with listed equity securities, we must comply with the federal securities laws, rules and regulations, including certain corporate governance provisions of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act and the Dodd-Frank Act, related rules and regulations of the SEC, with which a private company is not required to comply. Complying with these laws, rules and regulations will occupy a significant amount of time of our directors and management and will significantly increase our costs and expenses, which we cannot estimate accurately at this time. Among other things, we must:

	●	establish and maintain a system of internal control over financial reporting in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act and the related rules and regulations of the SEC and the Public Company Accounting Oversight Board;
	●	prepare and distribute periodic public reports in compliance with our obligations under the federal securities laws;
	●	maintain various internal compliance and disclosures policies, such as those relating to disclosure controls and procedures and insider trading in our common stock;
	●	involve and retain to a greater degree outside counsel and accountants in the above activities;
	●	maintain a comprehensive internal audit function; and
	●	maintain an investor relations function.

In addition, being a public company subject to these rules and regulations may require us to accept less director and officer liability insurance coverage than we desire or to incur substantial costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors.

Risks Relating to Longroot Thailand

Cryptocurrency exchanges and other trading venues are relatively new.

When cryptocurrency exchanges or other trading venues are involved in fraud or experience security failures or other operational issues, such events could result in a reduction in cryptocurrency prices, impact the success of Longroot Thailand and have a material adverse effect on the ability of Longroot Thailand to continue as a going concern, which correspondingly could harm the business, prospects and operations of the Company. Cryptocurrency market prices depend, directly or indirectly, on the prices set on exchanges and other trading venues, which are new and, in most cases, largely unregulated as compared to established, regulated exchanges for securities, commodities or currencies. In the event Longroot Thailand faces fraud, security failures, operational issues or similar events such factors would have a material adverse effect on the ability of Longroot Thailand to continue as a going concern, which could have a material adverse effect on the business, prospects or operations of Longroot Thailand.

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Longroot Thailand’s business may be adversely affected by market uncertainty or lack of confidence among investors.

Longroot Thailand’s revenues are derived from the participation in fundraising activities via the issuance of crypto tokens through its Initial Coin Offering (ICO) Portals. Uncertain economic and market conditions, and other poor geopolitical conditions, may adversely affect investor confidence and business activities of potential clients. This could result in declines in size and number of fundraises, which would likely negatively impact Longroot Thailand’s results of operations.

Regulatory changes or actions may alter the nature of the Company’s ownership of Longroot Thailand or restrict the use of cryptocurrencies in a manner that adversely affects Longroot Thailand’s business, prospects or operations.