S-1/A 1 gpak_s1a.htm FORM S-1/A gpak_s1a.htm

As filed with the Securities and Exchange Commission on September 20, 2023

Registration No. 333-

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

AMENDMENT NO. 5

  TO  

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 GAMER PAKISTAN INC.

 (Exact name of registrant as specified in its charter)

 

Delaware

 

7941

 

87-3732146

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

 

35 E Horizon Ridge Pkwy, Ste 110-481

Henderson, NV 89002-7906

(949) 449-0553

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

James Knopf

Chief Executive Officer

 Gamer Pakistan Inc.

35 E Horizon Ridge Parkway, Suite 110-481

Henderson, NV 89002-7906

(949) 449-0553

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

 

Copies to:

 

Edward T. Swanson, Esq.

Law Office of Edward T. Swanson

2071 N Altadena Dr

Altadena, CA 91001

(310) 283-1035

 

Joel D. Mayersohn, Esq.

Dickinson Wright PLLC

350 East Las Olas Blvd

Ft. Lauderdale, FL 33301

Suite 1750

(954) 991-5426

 

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

 

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

 

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

 

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

 

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

 

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

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

 

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to such Section 8(a), may determine.

 

 

 

 

The information in this preliminary prospectus is not complete and may be changed. Neither we nor the selling stockholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and neither we nor the selling stockholders are soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

SUBJECT TO COMPLETION, DATED SEPTEMBER 20, 2023

 

PRELIMINARY PROSPECTUS

 

Common Shares

 

 

GAMER PAKISTAN INC.

 

1,700,000 Shares of Common Stock are being offered by the Company &

1,706,329Shares of Common Stock are being offered by Selling Stockholders

 

The Company will not receive any proceeds from the 1,706,329 Shares offered by the Selling Stockholders.

 See “Management—Principal and selling Stockholders.”

 

This is our initial public offering. We are offering 1,700,000 shares of our common stock, par value $0.0001 per share, and the selling stockholders identified herein as the Selling Stockholders are offering up to 1,706,329 shares of our common stock (the “Selling Stockholder Shares”). We currently expect that the initial public offering price of our common stock will be between $4.00 and $5.00 per share. The actual public offering price of the common stock will be determined between the underwriters and us at the time of pricing, considering our historical performance and capital structure, prevailing market conditions, and overall assessment of our business. We have selected the lower price point of $4.00 per share for use herein as the estimated actual sales price for our shares, given recent market turmoil, for purposes of calculation of estimated use of proceeds, estimated dilution and other matters in this prospectus. If we cannot realize a per share offering price of at least $4.00 per share in this offering, we will not proceed with this offering.

 

Currently, there is no public market for our common stock. We have applied to list our common stock under the symbol “GPAK” on The Nasdaq Capital Markets. The closing of this offering is contingent upon the successful listing of our common stock on The Nasdaq Capital Market.

 

We will not receive any of the proceeds from the sale of the Selling Stockholder Shares by the Selling Stockholders. No Selling Stockholder Shares will be sold until after our common stock has begun trading on the Nasdaq Capital Market, and thereafter will be sold at prevailing market prices or privately negotiated prices. See “Selling Stockholders – Plan of Distribution.” We will pay all expenses (other than discounts, concessions, commissions and similar selling expenses, if any) relating to the registration of the Selling Stockholders’ shares of common stock with the Securities and Exchange Commission.

 

We are an “emerging growth company” and a “smaller reporting company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements. See “Prospectus Summary – Implications of Being an Emerging Growth Company and a Smaller Reporting Company.”

 

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 11 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

 

 

 

Per Share

 

 

Total

 

Initial public offering price

 

$

 

 

$

 

Underwriting discounts and commissions(1)

 

$

 

 

$

 

Proceeds to us before expenses(2)

 

$

 

 

$

 

 

(1)

We have agreed to sell the securities to the underwriter identified herein at a discount of 9.25% of the offering price per share and to issue to the representative of the underwriters Warrants to purchase shares of our common stock equal to 10% of the aggregate number of shares of common stock initially sold by us in this Offering (excluding the underwriter’s over-allotment option), exercisable for five years commencing on the six month anniversary of closing, at an exercise price equal to 130% of the public offering price of our shares. Please refer to the section entitled “Underwriting” in this Prospectus for additional information regarding total compensation to be received by the underwriter. For a description of other terms of the representative’s warrants and a description of the other compensation to be received by the underwriters, see “Underwriting.”

 

(2)

Does not include estimated offering expenses including, without limitation, legal, accounting, auditing, escrow agent, transfer agent, other professional, printing, advertising, travel, marketing, blue-sky compliance and other expenses of this Offering. We estimate the total expenses of this Offering, excluding the underwriter’s discount of $629,000 (based on the assumed offering price described above), non-accountable expense allowance of $136,000 (in each case based on the assumed offering price described above), and accountable expenses of up to $125,000, will be approximately $300,000. The underwriters expect to deliver the common shares against payment as set forth under “Underwriting.”

 

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

 

WestPark Capital, Inc.

 

The date of this prospectus is ____ __, 2023

 

 

 

 

TABLE OF CONTENTS

 

Prospectus Summary 

 

 1

 

 

 

 

 

Risk Factors 

 

 11

 

 

 

 

 

Cautionary Note Regarding Forward-Looking Statements 

 

22

 

 

 

 

 

Market, Industry and Other Data 

 

23

 

 

 

 

 

Use of Proceeds 

 

23

 

 

 

 

 

Dividend Policy 

 

25

 

 

 

 

 

Capitalization 

 

25

 

 

 

 

 

Dilution 

 

26

 

 

 

 

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations 

 

26

 

 

 

 

 

Business 

 

29

 

 

 

 

 

Management 

 

53

 

 

 

 

 

Executive Compensation 

 

59

 

 

 

 

 

Certain Relationships and Related Person Transactions 

 

60

 

 

 

 

 

Principal Stockholders

 

60

 

 

 

 

 

Selling Stockholders 

 

64

 

 

 

 

 

Description Of Capital Stock 

 

62

 

 

 

 

 

Shares Eligible for Future Sale 

 

71

 

 

 

 

 

Underwriting 

 

72

 

 

 

 

 

Legal Matters 

 

77

 

 

 

 

 

Experts 

 

77

 

 

 

 

 

Where You Can Find More Information 

 

78

 

 

 

 

 

Index To Consolidated Financial Statements 

 

 F-1

 

 

 

Table of Contents

 

We are responsible for the information contained in this prospectus and any free-writing prospectus we prepare or authorize. We have not, the Selling Stockholders have not, and the underwriters have not, authorized anyone to provide you with different information, and we take no, the Selling Stockholders take no, and the underwriters take no responsibility for any other information others may give you. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, the Selling Stockholders are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of this prospectus, regardless of the time of delivery of this prospectus or the sale of any common stock.

 

For investors outside the United States: We have not, the Selling Stockholders have not, and the underwriters have not, done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction, other than the United States, where action for that purpose is required. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the common shares and the distribution of this prospectus outside the United States.

 

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

 

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

 

Trademarks: This prospectus contains references to trademarks and service marks that are the property of other organizations. Solely for convenience, trademarks and trade names referred to in this prospectus appear without the ® ™ symbols, but those references are not intended to indicate that we will not assert, to the fullest extent under applicable law, our rights, or that the applicable owner will not assert its rights, to these trademarks and trade names. We do not intend our use or display of other companies’ trade names or trademarks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

 

Until and including ________, 2023 (25 days after the date of this prospectus), all dealers that buy, sell or trade our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to unsold allotments or subscriptions.

  

 

The 1st ever “All Pakistan Intervarsity National Esports Champions” -

Mir Pur University of Science and Technology AJK.

 

 

Table of Contents

  

PROSPECTUS SUMMARY

 

This summary highlights certain information contained elsewhere in this prospectus. For a more complete understanding of this offering, you should read the entire prospectus carefully, including “Risk Factors,” “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our financial statements and the related notes thereto included elsewhere in this prospectus before investing in our securities. In this prospectus, unless otherwise stated or the context otherwise requires, references to “Company,” “we,” “us,” “our,” “GAMER” or similar references mean Gamer Pakistan Inc. and K2 Gamer. See, however, “Risk Factors – Acquisition of K2 Gamer” regarding the possibility that the acquisition of K2 Gamer by the Company is not approved.

 

Overview

 

We are a development-stage interactive esports event promotion and product marketing company, founded in November 2021. Our initial focus is on creating college, inter- university and professional esports events for both men’s and women’s teams, particularly esports opportunities with colleges and universities in Pakistan. The Government of Pakistan’s 2021-22 Pakistan Economic Survey estimated that from 2020-21 there were approximately 500,000 students enrolled in technical and vocational education, approximately 760,000 in degree-awarding colleges, and 1.96 million students in universities.1 Though the foregoing likely will remain our focus for at least 12 months, over time, we intend to expand the range of our esports offerings, expand to other markets and eventually consider live sports. We will endeavor to integrate competitive events that include our teams and leagues with regional and global teams and leagues sponsored by others.

 

We conduct our operations in Pakistan through K2 Gamer (PVT) Ltd. (“K2 Gamer”), and Elite Sports Pakistan Pvt. Ltd. (“ESP”), each a company duly incorporated under the laws of Pakistan. Pursuant to agreements with the three owners of K2 Gamer, we acquired 90% ownership of K2 Gamer in November 2022 subject to required approval by the Securities and Exchange Commission of Pakistan (“SECP”), which approval was granted in July 2023. We acquired 90% of K2Gamer so that it could be our operating subsidiary in Pakistan. We will account for the transfer as an acquisition of a business under the provisions of ASC 805.  To date all activities have been conducted by K2 Gamer and ESP, and not the Company, since they are Pakistani companies.  However, the Company has received public recognition as a sponsor for many of the tournaments.

 

As a result of the assignment to K2 Gamer by ESP of all of its rights with respect to the exploitation of esports, ESP is an affiliate of K2 Gamer and, as a result of the acquisition by us of 90% of the stock of K2 Gamer, ESP now is our affiliate as well. For purposes of this prospectus, we have assumed, except where otherwise stated, that K2 Gamer has been our subsidiary and that ESP has been our affiliate during the periods mentioned.  Mr. Muhammed Jamal Qureshi is an owner of K2 Gamer and ESP as well as CEO and a director of K2 Gamer and ESP.

 

Between November 2021 and November 2022, we organized and held 27 separate championships, including the first “Annual University Esports National Tournament and Championship on June 30 through July 1 of 2022. In December 2022 we held the week-long inaugural National Esports Free Fire Championship. During 2023, K2 Gamer and/or ESP have as of August 5, 2023, completed five championships, partially completed another, and have 13 more planned for the year. There were no paying sponsors for the completed championships, as a result of which we recognized no revenue from them. We believe that we will be able to gain paying sponsors as the championships gain popularity.

 

Esports are the competitive playing of video games by amateur and professional teams or individuals for cash and other prizes. Esports typically take the form of organized, multiplayer video games that include real-time strategy and competition, including virtual fights, first-person shooter and multiplayer online battle arena games. The games are played on dedicated hardware (consoles), personal computers (PCs), or a range of mobile devices including smart phones and tablets. Unlike games of chance or luck, esports are defined as competitive games of skill, timing, knowledge, experience, practice, attention and teamwork. Tournaments can be held using consoles, PCs, mobile devices, or a combination of the foregoing. Competitors participate at large in-person events, small in-person events and virtually from home or computer cafes.

__________________________

1

https://www.trade.gov/country-commercial-guides/pakistan-education.

 

 
1

Table of Contents

  

Interest in esports is rapidly growing. According to Niko Partners, a market research and consulting firm, Asia’s esports audience grew by 13% in 2021 to nearly 700 million esports fans, while the Asia esports industry generated a combined revenue of $634.3 million in 2021, a 16.6% growth from the prior year. 2 In 2021, Asia accounted for 57% of the estimated $1.1 billion global esports market revenue. 3 Another market research and consulting company has estimated that esports revenue worldwide will grow to $1.866 billion in 2025. 4

 

Pakistan is a large market for esports.5 Pakistan is the fifth most populous country in the world, with a current population estimated to be approximately 231,000,000 persons. 6 The median age in Pakistan is 22.8 years, and 35.1% of the population is urban (77,437,729). 7 Mobile cellular subscriptions have grown at an astounding rate in Pakistan, with 79.51% of the inhabitants having a mobile cellular subscription in 2020 compared to only 0.22% in 2000.8 Approximately 36.8 million persons in Pakistan have been estimated to play video games in 2022, and the number is expected to increase to 50.9 million (20.6% of the population) by 2026, with video game industry revenue expected to reach $208.7 million in 2022 and grow at an annual growth rate of 2.17% from 2022-2026, reaching an estimated annual revenue of $227.4 by 2026.9

 

Prior to 2010, competitive electronic gaming in Pakistan was limited to small events at engineering colleges. With the introduction of capable and less-expensive smart phones, 4G technology, mobile games, better content, better graphics and significant prize money, Pakistan has seen significant growth in esports in recent years. 10

 

Although still relatively underdeveloped, Pakistan’s esports industry, which is distinct from online gaming in Pakistan (gaming includes fantasy sports, games of chance and card games), is aggressively growing in the backdrop of the Digital Pakistan initiative launched by the former Imran Khan government in 2019. 11 Esports are recognized as an official sport in Pakistan. With approximately 65% of the country’s 207 million population being under the age of 30, 116 million broadband and 113 million 3G/4G subscribers, Pakistan is a huge potential market for video games and esports.12 Pakistan has become a “mobile-first” gaming market in which cell phones are the primary mode for gaming rather than consoles or computers; mobile games are expected to generate $171.3 million in 2022 compared with $21.34 million for online games and $16.3 million for download games.13

 

We intend to commercialize our efforts through the sale of advertising and sponsorships to accompany live and delayed streaming of tournaments and events, and to market and sell sponsorships.  Sponsorship revenues have been the primary source of esports revenues, representing nearly 60% of all esports revenues in 2022. 14 The other sources of esports revenues in 2022 were media rights, publisher fees, merchandise and tickets, digital and streaming.15 

__________________________

2

https://nikopartners.com/news/asias-share-of-the-global-esports-market-continues-to-grow (July 13, 2022).

3

Id.

4

Newzoo, Global Esports & Live Streaming Market Report 2022.

5

Moazzam Kamran, business transformation director at REDtone Digital Services , which offers esports services through GameRED, in an interview with Arab News; https://www.arabnews.pk/node/2074541/pakistan

6

https://www.worldometers.info/world-population/pakistan-population/

7

Id.

8

https://www. statista.com/statistics/510531/mobile-cellular-subscriptions-per-100-inhabitants-in-pakistan/

9

https://www.statista.com/outlook/dmo/digital-media/video-games/pakistan/

10

https://esportsinsider.com/2022/08/esports-around-the-world-pakistan; https://www.zameen.com/blog/pakistan-secured-11th-position-global-esports-earning.html.

11

https://www. arab.news/7253, May 2, 2022.

12

Id.

13

https://www.statista.com/outlook/dmo/digital-media/video-games/pakistan/

14

Newzoo, Global Esports & Live Streaming Market Report 2022.

15

Id.

 

 
2

Table of Contents

  

To implement our initial focus, we have entered into an assignment and consulting agreement with ESP pursuant to which ESP has assigned to K2 Gamer its rights pursuant to both a 10-year renewable agreement between ESP and the Inter University Consortium for Promotion of Social Sciences (“IUCPSS”) and also its direct agreements with various colleges and universities. The IUCPSS has 96 of Pakistan’s Universities as members of the approximately 186 universities found in Pakistan.  In 2022 the IUCPSS and ESP entered into an agreement pursuant to which IUCPSS exclusively licensed to ESP all of its rights for the exploitation and monetization of esports and agreed to provide certain non-monetary assistance (but no cash compensation) in connection therewith (see “Business: Material Agreements”).   ESP continues to service the IUCPPS agreement in partnership with and under the direction of K2 Gamer. From December 2021 through November 2022, K2 Gamer and ESP have organized and conducted 27 university esports tournaments, with each involving between eight and 32 teams. ESP and K2 Gamer will determine potential tournaments, contact universities or teams to determine interest, and if there is sufficient interest then organize and hold the tournament. Approximately a dozen tournaments currently are planned for the balance of 2023, with each involving from four to as many as 160 teams.  IUCPSS has assisted in organizing the tournaments. 

 

 

From top left, clockwise:

 

The “All Pakistan Intervarsity National Esports Championship”, multi-story banner is proudly displayed at MINHAJ University Lahore, (MUL).

 

The ribbon cutting ceremony was led by: (L to R), Muhammad Jamal Qureshi, CEO of K2 Gamer Pvt., Ltd., Dr. Sajid Mahmood Shahzad, Vice Chancellor of MINHAJ University Lahore, (MUL), and a University representative.

 

Dr. Sajid Mahmood Shahzad, Vice Chancellor of MINHAJ University Lahore, (MUL), addresses the faculty, press, team officials and participants at the 1st ever “All Pakistan Intervarsity National Esports Championship”.

 

Muhammad Jamal Qureshi, CEO of K2 Gamer Pvt., Ltd., is proud to bring the “All Pakistan Intervarsity National Esports Championship,” to MINHAJ University, Lahore.

 

 
3

Table of Contents

  

  

In the high voltage “All Pakistan Intervarsity National Esports Championship,” the student competitors’ enthusiasm and spirit was on full display, reflecting their concentration and passion for esports.

 

Esports is a new norm which has been getting acceleration in the academic institutions and society since the inception of Covid-19. The organization of such events at academic institutions must be held on a regular basis to normalize the esports culture and to develop standard rules and regulations. Esports will be an official medal event at the 2023 Asian

 

 
4

Table of Contents

  

Games to be held in Hangzhou China from September 23, 2023 to October 8, 2023.16 and the International Olympic Committee has announced details of an Olympic Esports Week to take place in Singapore in June 2023. 17 Esports is also a source of income for students, who can earn cash prizes while participating in professional leagues.

 

GAMER’s “All Pakistan National Intervarsity Esports Championship,” was held at MINHAJ University Lahore, (MUL), on June 30 through July 01, 2022. It was the first of its own kind of official Intervarsity eSports National event where cash prizes worth 300,000 Pakistani PKR (referred to herein as “PKR”) were awarded to the winner and runner-up teams of the tournament along with cash prizes for the team officials and sports directors of the participating universities. It is unprecedented in the higher education sector that large cash prizes were being offered for the encouragement and welfare of the students in Esports discipline. The championship was comprised of 49 teams from renowned universities and was the culmination of eight conferences across Pakistan:

 

South West Conference

Western Capital Conference

Big Southern Conference

North Easter Kashmir Conference

South Eastern Conference

Lahore East Conference

Lahore West Conference

Mid-East Conference

  

 

_________________________________ 

16

https://en.wikipedia.org/wiki/Esports-at-the-2022-Asian-Games.

17

https://esportsinsider.com/2022/11/international-olympic-committee-olympic-esports-week-singapore.

 

 
5

Table of Contents

  

The winners of the Championship were as follows:

 

1st Place (100,000 PKR): Mir Pur University of Science and Technology

2nd Place (75,000 PKR): Pak Aims Institute of Management Sciences Lahore

3rd Place (50,000 PKR): MNS-Agriculture Multan

 

The winning team will take part in the Pakistan vs. Indian Universities Games in Dhaka, Bangladesh which will be held in August 2023. In addition, the winning team was awarded with a professional card to play abroad in professional eSports leagues along with annual scholarships worth $5,000.

 

In December 2022, we held the inaugural National eSports Free Fire Championship. The one-week event involved 48 Free Fire (esports) teams across Pakistan in four provincial conferences. In each conference twelve teams took part in the qualifying round and played 6 matches to qualify for the final round. Four teams from each conference qualified for the final round and the two top national Free Fire teams also were invited to participate in the final round. We estimate that approximately 10,000 or more persons watched this championship through live streaming and social media. A cash pool prize of 20,000 PKR was distributed among the winners, runners-up and position holders.

 

In continuation of our activities, we recently signed the national esports champion team of Mirpur University of Science and Technology Azad Kashmir, Pakistan to support and promote the esports community in Pakistan.

 

In 2023, we plan to organize or co-organize approximately 20 championships, including several that we hope will involve our own eGame. Several championships are expected to involve hundreds of players. In February of 2023, our affiliate, ESP, entered into a Memorandum of Understanding with Fast Olympiad 2023 to be Title Sponsor of the esports category of Fast Olympiad 2023. Fast Olympiad 2023 is a student-run non-profit event at the National University of Computer and Emerging Sciences, Karachi, which provides a five-day event in three broad categories, including esports competition.

 

We believe that GAMER will be the first company specifically focused on Pakistani esports to become a publicly listed company in the United States.

 

 
6

Table of Contents

  

GAMER’s business plan contemplates the following:

 

GAMER will continue to focus on both console, PC and mobile esports. Mobile is the highest-growth digital games segment and has surpassed personal computers and consoles as the choice of players due to improvements the mobile gaming experience, faster 5G technology and lower costs, according to GlobalData.18 The game publishers of Fortnight and PUBG have shifted to mobile applications, and Activision is scheduled to release Warzone Mobile this year.19 Global revenue of mobile games is expected to show an annual growth rate of 6.54% from 2023 to 2027 to $221.7 billion, 20 and Pakistan’s segment is projected to see revenue growth in 2023 reach $40.27 million and grow by 5.49% between 2023 and 2027 to $49.86 million in 2027, with the number of users of mobile games in 2027 estimated to be 43.8 million users.21

 

 

Management believes that GAMERS’s early activities (over 27 separate championships in 2021-2022 with between 16 and 125 university teams participating in each event) as well as the officially-sanctioned National University Esports Annual Championship, give GAMER an early mover advantage to build out its university esports relationships and to secure additional contracts to build its esports business.

 

 

 

 

Esports gamers in Pakistan can earn substantial amounts of money from tournaments and endorsements. Somail Hassan, 22, from Pakistan, is the #1 ranked eSports player in Pakistan and the #18th ranked eSports player in the world, and has earned $3.9 million from 81 tournaments.22 Somail’s brother, Yawar Hassan, from Pakistan, is the #2nd ranked eSports player in Pakistan and the #273rd ranked eSports player in the world, and has earned nearly $626,000 from 50 tournaments.23 Arslan Ash won the Evolution “EVO” 2019 and EVO Japan24 and in December of 2019 was unanimously named the ESPN eSports player of the year.25

 

We believe that the net proceeds from this offering will be sufficient to meet our working capital and capital expenditure needs for the next 24 months. Should the net proceeds from this offering be insufficient to meeting the Company’s funding requirements, there is no assurance that the Company would be able to secure any additional financing. See “Risk Factors.” Failure to obtain any additional financing could have a material adverse effect on our financial condition and results of operation and depending upon our performance and expenses, could cast uncertainty on our ability to continue as a going concern. As of the date of this prospectus, we have not generated any revenue, nor has K2 Gamer or ESP.  Our accumulated deficit as of June 30, 2023 was $518,215.  Our existing cash balances, not including the expected proceeds from this offering, will not be sufficient to meet our working capital and capital expenditure needs for the next 24 months.

 

 

 

Ribbon cutting ceremony at Pakistan’s 1st ever National University Esports Annual Championship 2022.

_________________________________ 

18

https://www.globaldata.com/media/thematic-research/mobile-gaming-represent-50-revenues-will-470-billion-gaming-industry-2030-says-globaldata/

19

Id; https://www.videogameschronicle.com/news/microsoft-expects-call-of-duty-mobile-to-be-phased-out-for-warzone-mobile.

20

https://www.statista.com/outlook/dmo/digital-media/video-games/mobile-games/worldwide.

21

https://www.statista.com/outlook/dmo/digital-media/video-games/mobile-games/pakistan.

22

https://www.esportsearnings.com/players/14196-sumail-hassan.

23

https://www.esportsearnings.com/players/19967-yawar-hassan

24

https://en.wikipedia.org/wiki/List_of_Evolution_Championship_Series_champions

25

https://www.youtube.com/watch?v=Mzb0WNNOP8w.

 

 
7

Table of Contents

  

The Offering

 

Common stock offered by us

 

 

We are offering 1,700,000 shares of our common stock, assuming the underwriter does not exercise its over-allotment option, or 1,955,000 shares of common stock if the underwriter exercise its over-allotment option in full.

 

Common stock offered by the Selling Stockholders

 

 

The Selling Stockholders are offering up to 1,706,329 shares of common stock.

Common stock outstanding prior to the offering

 

 

23,879,319 shares.

Common stock to be outstanding after this offering

 

 

25,579,319 shares of common stock if the underwriters do not exercise the over-allotment option and 25,834,319 shares if the underwriters fully exercise the over-allotment option. 

Common stock Trading symbol

 

Our common stock is expected to be quoted for trading on the Nasdaq Stock Market, and may trade under the symbol “GPAK” provided we have satisfied the initial listing requirements of Nasdaq. No assurance can be given that we will meet those requirements. If our common stock is not approved for listing on Nasdaq, we will not consummate this offering.

 

Use of proceeds

 

We intend to use the net proceeds from this offering to build our infrastructure, organize and promote esports tournaments in Pakistan, increase our staff, acquire one or more eGame developers, and provide general working capital. (No particular developer currently is being considered for acquisition.)

 

Representative’s warrants

 

We have agreed to issue to Westpark Capital, acting as the representative of underwriters of the offering, referred to as the “Representative,” warrants to purchase up to 10% of the number of shares of common stock issued in this offering, exclusive of the over-allotment shares, referred to as the “Representative’s Warrants.” The Representative’s Warrants will be exercisable for five years from the effective date of the offering. The Representative’s Warrants are exercisable at a per share price equal to 130% of the initial public offering price per share in the offering. The Representative’s Warrants will provide for cashless exercise, standard demand registration right and piggyback rights and a cashless exercise provision. 

 

Risk factors

 

This investment involves a high degree of risk. See “Risk Factors” and other information included in this prospectus beginning on page 17 for a discussion of certain factors you should carefully consider before deciding to invest in shares of our common stock.

 

Lock-up

 

Our officers, directors and owners of 5% or more of our common shares have agreed, subject to certain exceptions, to a six month “lock-up” period from the date of this prospectus with respect to all of the common shares that they beneficially own, except that 5% beneficial owners will be permitted to sell up to 10% of their shares as Selling Stockholders and officers and directors will be permitted to sell up to 10% of their shares after two business days from the date that the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2023 is filed.  All other holders of our common stock have agreed, subject to certain exceptions, to a six month “lock-up” period from the date of this prospectus with respect to one-half (1/2) of the common shares that they beneficially own. This means that, for the specified period following the date of this prospectus, the applicable persons may not offer, sell, pledge or otherwise dispose of the securities subject to the lock-up without the prior written consent of the representative. See “Shares Eligible for Future Sale” and “Underwriting” for more information.

 

Unless otherwise indicated, all information contained in this prospectus assumes no exercise of the underwriters’ over-allotment option or the representative’s warrants, and is based on 23,879,319 common shares outstanding as of August 31, 2023.

 

 
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Corporate Information

 

Our principal executive office is located at 35 E Horizon Ridge Pkwy, Suite 110-481, Henderson, NV 89002. Our telephone number is 949-449-0553.

 

Our agent for service of process in the United States is Paracorp Incorporated. Our registered office in the State of Delaware is located at 2140 S Dupont Hwy, Camden, DE 19934.

 

Implications of Being an Emerging Growth Company and a Smaller Reporting Company

 

We qualify as an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As an emerging growth company, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable, in general, to public companies that are not emerging growth companies. These provisions include:

 

 

 

 

the option to present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations in this prospectus;

 

 

 

 

not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002;

 

 

 

 

reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; and

 

 

exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

 

We will remain an emerging growth company until the earliest to occur of: (i) the last day of the first fiscal year in which our annual gross revenue exceeds $1.07 billion; (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter; (iii) the date on which we have issued, in any three-year period, more than $1.0 billion in non-convertible debt securities; and (iv) the last day of the fiscal year ending after the fifth anniversary of the completion of this offering.

 

As an emerging growth company, we can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. If we were to subsequently elect instead to comply with these public company effective dates, such election would be irrevocable pursuant to the JOBS Act.

 

We are also a “smaller reporting company” as defined in the Exchange Act. We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as the market value of our common stock held by non-affiliates is less than $250.0 million measured on the last business day of our second fiscal quarter, or our annual revenue is less than $100.0 million during the most recently completed fiscal year, and the market value of our common stock held by non-affiliates is less than $700.0 million measured on the last business day of our second fiscal quarter.

 

 
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Summary Of Certain Financial Data

 

For the period from January 1, 2023 through June 30, 2023 K2 Gamer did not recognize any income from our esports tournaments. Our expenses during this period totaled $152,336, including approximately $97,000 to support the organization of esports events in Pakistan, $99,000 in legal and in advisor fees, and $10,000 in accounting fees.

 

GAMER PAKISTAN INC.

BALANCE SHEET

As of June 30, 2023 (unaudited) and Dec 31, 2022 

  

 

 

June 30,

 

 

Dec 31,

 

 

 

2023

 

 

2022

 

 

 

Unaudited

 

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$ 168,719

 

 

$ 90,277

 

Stock subscription receivable

 

 

-

 

 

 

705

 

Deferred Offering Costs

 

 

203,024

 

 

 

162,031

 

Other Receivable

 

 

-

 

 

 

5,000

 

Total current assets

 

 

371,742

 

 

 

258,013

 

TOTAL ASSETS

 

$ 371,742

 

 

$ 258,013

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$ -

 

 

$ 14,688

 

Note Payable Related Party

 

 

260,000

 

 

 

 

 

Due to Related party

 

 

85,750

 

 

 

10,750

 

Total current liabilities

 

 

345,750

 

 

 

25,438

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

Preferred stock; $0.0001par value; 10,000,000 shares authorized;

 

 

 

 

 

 

 

 

nil shares issued and outstanding

 

 

 

 

 

 

 

 

Common stock; $0.0001par value; 100,000,000 shares authorized;

 

 

 

 

 

 

 

 

23,879,319 and 23,879,319 shares issued and outstanding

 

 

2,388

 

 

 

2,388

 

Additional paid-in capital

 

 

541,819

 

 

 

541,819

 

Accumulated deficit

 

 

(518,215 )

 

 

(311,632 )

Total stockholders' equity

 

 

25,992

 

 

 

232,575

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 

$ 371,742

 

 

$ 258,013

 

 

 

 

 

 

 

 

 

 

  See accompanying footnotes to the financial statements.

 

 

 

 
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RISK FACTORS

 

Investing in our common stock involves a high degree of risk. Before deciding whether to invest in our common stock, you should carefully consider the risks and uncertainties and assumptions discussed under the heading “Risk Factors” and elsewhere in this prospectus. There may be other unknown or unpredictable economic, business, competitive, regulatory or other factors that could have material adverse effects on our future results. If any of these risks occurs, our business, business prospects, financial condition or results of operations could be seriously harmed. Assuming our common shares are publicly traded, this could cause the trading price of our common stock to decline, resulting in a loss of all or part of your investment. Please also read carefully the section entitled “Cautionary Note Regarding Forward-Looking Statements.”

 

Risks Related to Our Business

 

Our business plan focuses initially on interuniversity and professional esports events in Pakistan, particularly with colleges and universities, and we may not be successful in realizing a profitable business.

 

Esports competitions is a relatively new industry. Our management believes there is a great opportunity to create a large and profitable sports business out of this industry, generating substantial revenues from ticket sales, live streaming video, sponsors, advertisements, sales of merchandise associated with university and professional teams, and other revenue sources. However, there is no assurance there will be market acceptance or great public interest in this new sport, or that we can compete successfully with other businesses that enter this industry, or that we can generate significant revenues and profits from esports competitions, tournaments and associated streams of revenues.

 

We will rely on information technology and other systems and services provided by third parties, and any failures, errors, defects or disruptions in these systems or services could diminish our brand and reputation, subject us to liability, disrupt our business and adversely affect our operating results and growth prospects. The third-party platforms upon which these systems and software are made available could contain undetected errors.

 

The challenges presented in Pakistan to deliver and receive content for K2 Gamer are significant for five reasons: (i) many users may be using consoles, limiting their location for competitions; (ii) the infrastructure for both broadband and mobile bandwidth is not evenly available; (iii) mobile users may access our digital content on an older smart phone with lower processing power and a slower connection; (iv) our content will often be live and may involve teams bunched together in specific geographic areas, which means that they will be accessing content from the same place, at the same time; and (v) the latency, or the delay between when a player does something and that action is seen by another player or viewer, must be negligible in order to have exciting real time competition.

 

Our technology infrastructure is critical to the performance of our offerings and to user satisfaction. However, the systems on which we will rely, may not be adequately designed with the necessary reliability and redundancy to avoid performance delays or outages that could be harmful to our business. Further, we may be subject to cyber-attacks and we may find it difficult to protect our systems, data and user information and to prevent outages, data or information loss, fraud, security breaches. We may in the future experience website disruptions, outages and other performance problems due to a variety of factors, including infrastructure changes, human or software errors and capacity constraints. Such disruptions from unauthorized access, fraudulent manipulation, tampering with our computer systems and technological infrastructure, or those of third parties, could result in a wide range of negative outcomes, each of which could materially adversely affect our business, financial condition, results of operations and/or prospects.

 

Our Board will oversee our technology infrastructure and if deemed necessary employ experts to protect such infrastructure.

 

 
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We cannot be certain that our business initiatives and operations will maintain regulatory approval, and without regulatory approval we will not be able to market and grow our business.

 

We believe esports to be fairly defined as competitive games of skill, timing, knowledge, experience, practice, attention and teamwork, but not games of chance or luck. We believe that “cash-based” tournaments involving games of skill should not be considered gambling because the generally accepted definition of gambling involves three specific things: (i) the award of a prize, (ii) paid-in consideration (meaning entrants pay to compete) and (iii) an outcome determined on the basis of chance.

 

We believe that in Pakistan and other countries our esports games, which permit players and teams to play against each other with prize money distributed to the last remaining competitors as cash prizes, will be considered games of skill. We presently do not intend to offer any facility for players to wager on the outcome of the games or events.

 

Games of chance in Pakistan are considered gambling and are prohibited. It remains uncertain as to how other Pakistani states and the Pakistan national government will define or regulate our esports games in the future, if at all. Prospective investors should assess this risk of government regulations or prohibition in assessing an investment in our shares, as negative government regulation at any level could destroy our markets or severely limit operations, thereby reducing our revenues and the value of our business and the value of your investment.

 

We are subject to various laws relating to trade, export controls and foreign corrupt practices.

 

We are subject to risks associated with doing business outside of the United States, including exposure to complex foreign and U.S. regulations such as the Foreign Corrupt Practices Act (the “FCPA”) and other anti-corruption laws which generally prohibit U.S. companies and their intermediaries from making improper payments to foreign officials for the purpose of obtaining or retaining business. Violations of the FCPA and other anti-corruption laws may result in severe criminal and civil sanctions and other penalties. It may be difficult to oversee the conduct of any contractors, third-party partners, representatives or agents who are not our employees, potentially exposing us to greater risk from their actions. If our employees or agents fail to comply with applicable laws or company policies governing our international operations, we may face legal proceedings and actions which could result in civil penalties, administration actions and criminal sanctions. Any determination that we have violated any anti-corruption laws could have a material adverse impact on our business. Changes in trade sanctions laws may restrict our business practices, including cessation of business activities in sanctioned countries or with sanctioned entities.

 

Risks to our commercialization of licensed rights involving Pakistan universities.

 

GAMER has acquired a license to commercially exploit certain rights held by ESP associated with the development, organization, promotion, marketing and distribution of esports leagues, games, tournaments, products and programing in Pakistan in participation with IUCPSS member universities with whom ESP has contractual or correspondence relationships. We are relying on the commercialization of these rights to jumpstart the expansion of our esports business.

 

 
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However, one or more or all of such universities, for whatever reason, could decide to withdraw from their arrangement with ESP either dropping the pursuit of esports altogether, or nominating new third parties to assist in their development of esports leagues and teams, or placing restrictions on use of Brand Elements. If a number of universities withdrew, it could have a significant negative impact on our Company and successful implementation of our business plan.

 

The agreements with ESP provide that ESP is obligated to compensate participating universities and their players, including payment of any royalties or participations, for K2 Gamer’s use of logos, trademarks and names and likenesses that ESP or K2 Gamer create that are associated with the universities and their players. ESP has assigned its esports rights to K2 Gamer but will continue to assist in the implementation of such rights. ESP or K2 Gamer conceivably could default in performance of one or more of ESP’s obligations. Any such default would likely have a material negative effect on our Company and our successful implementation of our business plan.

 

Because we are newly organized, we are a development-stage company without revenues to date and have a limited operating history.

 

The Company was organized in November of 2021 to carry on and expand an esports business in Pakistan (the “Business”) started by ESP in 2016. The rights to the Business have been assigned to K2 Gamer by ESP, although ESP will continue to assist K2 Gamer in conducting the Business. We are in the process of expanding this Business, but to date we do not have revenues. The Business has many of the risks of a new business because the entire industry of esports is so new and still in many ways undefined. You should consider the Company’s prospects in light of the costs, uncertainties, delays, and difficulties frequently encountered by companies in this early stage of development. In particular, you should consider that we cannot provide assurance that we will be able to:

 

 

Successfully implement our business plan and expand our esports business to develop significant streams of revenue;

 

 

Maintain our management team;

 

 

Maintain licensed rights associated with ESP’s universities to which we have gained access pursuant to a license of rights agreement with ESP;

 

 

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

 

 

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

 

 

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

 

If we cannot successfully accomplish these objectives, our business and your investment are likely to be negatively impacted.

 

The future success we might enjoy will depend upon many factors, several of which may be beyond our control, or which cannot be predicted at this time, and which could have a material adverse effect upon our financial condition, business prospects and operations and the value of an investment in our company. We will incur initial operating losses as we expand our business, and it may be some time before we achieve positive cash flow and/or profitability, and we may never reach such goals. There is of course no assurance that significant revenues will be generated, or that gross revenues will be sufficient to cover our out-of-pocket expenses, or that we will realize profits.

 

Relationship with Elite Sports Pakistan Pvt. Ltd.

 

Initially, our business prospects will be dependent upon the strength of rights that ESP has obtained from universities, and on its continued relationships with universities and sports authorities in Pakistan.

 

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

 

The net proceeds from this offering should be sufficient to meet our operating requirements for at least two years. However, at some future date we may need to raise additional capital to fund our operations while we implement and execute our business plan and expand our business. We currently do not have any contracts or commitments for additional financing beyond this offering. Any future equity financing may involve substantial dilution to existing stockholders. There can be no assurance that such additional capital will be available on a timely basis, or on terms acceptable to us. If adequate funds are not available or are not available on acceptable terms when needed, the Company may not be able to fund its business or its expansion, take advantage of strategic acquisitions or investment opportunities or respond to competitive pressures. Such inability to obtain additional financing when needed could have a material adverse effect on the Company’s business, results of operations, cash flow, financial condition and prospects.

 

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

 

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

 

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

 

 

 

The interactive entertainment industry is intensely competitive. If GAMER is unable to compete effectively, its business could be negatively impacted.

 

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

 

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

 

Our ability to generate and then expand revenues will depend, in large part, upon our ability to attract esports users and viewers to our offerings, retain users and viewers, and reactivate users and viewers in a cost-effective manner. Achieving growth may require us to increasingly engage in sophisticated and costly sales and marketing efforts, which may not make sense in terms of return on investment. We cannot assure the consumer adoption of our esports product and service offerings. AS of the date of this prospectus, we have had no revenues.

 

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

 

 
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If and when we achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis. Our failure to generate sufficient revenues, or to become and remain profitable, would depress the value of our company and could impair our ability to raise capital, expand our business, diversify our product offerings or even continue our operations. It could result in a decline in the value of our stock and you could lose all or part of your investment. As of the date of this prospectus, neither the Company, K2 Gamer nor ESP have generated any revenues.

 

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

 

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

 

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

 

If we are unable to build and enhance our brands and reputation or if events occur that damage our brands and reputation, our ability to expand our players, university teams, sponsors and commercial partners may be impaired.

 

The success of our business depends on the value and strength of our esports media brands and the audiences who watch on television, cell phones, or stream on the internet. The strength of our esports media brands determines our ability to expand our player and fan bases and attract sponsors and advertisers. To be successful, we believe we must preserve, grow and leverage the value of our brands across all of our revenue streams. Unfavorable publicity regarding our esports properties could negatively affect our brands’ reputations. Failure to respond effectively to negative publicity could also erode our brands’ reputations. In addition, events in the industry as a whole, even if unrelated to us, may negatively affect our brands’ reputations. A failure to build brand awareness or negative events that damage our brands’ reputations could interfere in the growth of, or result in a decline in players, television and social media audiences, fan loyalty or corporate sponsors to support our esports media properties. As a result, we might not be able to obtain revenues sufficient to attain profitability, or there might be a material adverse effect on our business, results of operations, financial condition and cash flow, causing us to sustain losses. We might not then be able to obtain the resources or time that would be needed to attempt to rebuild our brands and reputation.

 

Our insurance coverage may not adequately protect us against all possible risks of loss. Further, our business exposes us to potential liabilities that may not be covered by insurance.

 

The operation of university athletic events, and specifically an esports league and teams, are subject to a number of risks that could expose us to substantial liability for personal injury. We intend to purchase insurance against certain of these risks, but our insurance may not be adequate to cover our liabilities. We currently do not have any business liability, disruption or litigation insurance coverage for our operations in the US or in Pakistan. Accordingly, a business disruption, litigation or natural disaster may result in substantial costs and divert management’s attention from our business, which could have an adverse effect on our results of operations and financial condition.

 

The Company’s results of operations could be affected by natural events in the locations in which it operates or where its customers or suppliers operate.

 

Gamer Pakistan, Inc., its customers and its suppliers are expected to have operations in locations subject to natural occurrences such as severe weather and other geological events, including monsoons, earthquakes or outbreaks of pestilence that could disrupt operations. Any serious disruption at any of the Company’s facilities or the facilities of its customers or suppliers due to a natural disaster could have a material adverse effect on our potential revenues and increase our costs and expenses.

 

 
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We will need to expand our organization, and we may experience difficulties in managing this growth, which could disrupt our operations.

 

As of December 31, 2022, we had 7 full-time employees and 6 key advisors. The employees in Pakistan work a majority of their time to organize events for our operations in Pakistan. Of the 13-member team, four are located in the US, six are located in Pakistan and 3 are in India. None of the employees or advisors are taking a salary prior to project funding. As our company grows, we plan to expand our employee base. In addition, we intend to grow by expanding our business, increasing market penetration and developing new products and services. Future growth will impose significant additional responsibilities on our management, including the need to develop and improve our existing administrative and operational systems and our financial and management controls and to identify, recruit, maintain, motivate, train, manage and integrate additional employees, consultants and contractors. Also, our management may need to divert a disproportionate amount of its attention away from our day-to-day activities to managing these growth activities. We may not be able to effectively manage the expansion of our operations, which may result in weaknesses in our organization, give rise to operational mistakes, loss of business opportunities, loss of employees and/or reduced productivity. If our management is unable to effectively manage our growth, our expenses may increase more than expected, our ability to generate and grow revenue could be reduced, and we may not be able to implement our business strategy. Our future financial performance and our ability to compete effectively will depend, in part, on our ability to effectively manage the expansion of employees and manage future growth.

 

Risks Related to the Economy

 

An economic downturn and adverse economic conditions may harm our business.

 

Any economic downturn and adverse conditions in South Asian regional and global markets may negatively affect our operations. Our projected future broadcasting/streaming revenue in part will depend on consumers’ availability of personal disposable income and on our corporate marketing and operating budgets. Further, projected future sponsorship and commercial revenues are contingent upon the expenditures of businesses across a wide range of industries, and if these industries cut costs in response to any economic downturn, our revenue may similarly decline. Continued weak economic conditions could cause a reduction in our anticipated corporate sponsorships, which could have a material adverse effect on our business, results of operations, financial condition and cash flow.

 

Risks Related to Laws, Regulations and Offshore Operations

 

Regulations that may be adopted with respect to the internet and electronic commerce may decrease the growth in the use of the internet and lead to the decrease in the demand for the Company’s products and services.

 

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

 

 
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The risks related to international operations could negatively affect the Company’s results.

 

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

 

As such, the Company’s operations may be adversely affected by changes in foreign government policies and legislation or social instability and other factors which are not within the control of the Company, including, but not limited to, recessions in foreign economies, expropriation, nationalization and limitation or restriction on repatriation of funds, assets or earnings, longer receivables collection periods and greater difficulty in collecting accounts receivable, changes in consumer tastes and trends, renegotiation or nullification of existing contracts or licenses, changes in policies, regulatory requirements or the personnel administering them, currency fluctuations and devaluations, exchange controls, economic sanctions and royalty and tax increases, risk of terrorist activities, revolution, border disputes, implementation of tariffs and other trade barriers and protectionist practices, taxation policies, including royalty and tax increases and retroactive tax claims, volatility of financial markets and fluctuations in foreign exchange rates, difficulties in the protection of intellectual property particularly in countries with fewer intellectual property protections, the effects that evolving regulations regarding data privacy may have on the Company’s online operations, adverse changes in the creditworthiness of parties with whom the Company has significant receivables or forward currency exchange contracts, labor disputes and other risks arising out of foreign governmental sovereignty over the areas in which the Company’s operations are conducted.

 

The Company’s operations may also be adversely affected by social, political and economic instability and by laws and policies of such foreign jurisdictions affecting foreign trade, taxation and investment. If the Company’s operations are disrupted and/or the economic integrity of its contracts is threatened, its business would be harmed.

 

The Company’s international activities may require protracted negotiations with host governments, national companies and third parties. Foreign government regulations may favor or require the awarding of contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction. In the event of a dispute arising in connection with the Company’s operations in a foreign jurisdiction where it conducts its business, the Company may be subject to the exclusive jurisdiction of foreign courts or may not be successful in subjecting foreign persons to the jurisdictions of the courts of United States or enforcing American judgments in such other jurisdictions. The Company may also be hindered or prevented from enforcing its rights with respect to a governmental instrumentality because of the doctrine of sovereign immunity. Accordingly, the Company’s activities in foreign jurisdictions could be substantially affected by factors beyond the Company’s control, any of which could have a material adverse effect on it. The Company believes that management’s experience to date in commercializing other products and services may be of assistance in helping to reduce these risks. Some countries in which the Company may operate may be considered politically and economically unstable.

 

The Company is subject to foreign exchange and currency risks that could adversely affect its operations, and the Company’s ability to mitigate its foreign exchange risk through hedging transactions may be limited.

 

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

 

 
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The risks of operating as an American company in Pakistan are an issue for every foreign investor.

 

The risks of operating as an American company in Pakistan are an issue for every foreign investor. The Company will mitigate some of this risk by maintaining a locally-recruited management and staff, and relying through its relationship with ESP, on ESP’s political and business relationships, such as IUCPSS for whom the company plans to develop, promote and commercialize esports, and by the protection afforded by Pakistan’s comprehensive commercial law structure, particularly in the areas of intellectual property law, trademark law, contract law, tax law and the uniform commercial code, and similar laws in other South Asian jurisdictions.

 

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

 

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

 

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

 

Our business and financial performance could be adversely affected by unfavorable changes in or interpretations of existing, or the promulgation of new laws, rules and regulations applicable to us and our business, including those relating to the internet, e-commerce, consumer protection and privacy. Such unfavorable changes could decrease demand for our services and products, increase costs and/or subject us to additional liabilities. Furthermore, the growth and development of e-commerce may result in more stringent consumer protection laws that may impose additional burdens on online businesses generally.

 

Failure to adequately protect our intellectual property and curb the sale of counterfeit merchandise could injure our potential trademarks.

 

We are susceptible to brand infringement such as counterfeiting and other unauthorized uses of our intellectual property rights. However, it is not possible to detect all instances of brand infringement in a timely manner. Additionally, where instances of brand infringement are detected, we cannot guarantee that such instances will be prevented as there may be legal or factual circumstances which give rise to uncertainty as to the validity, scope and enforceability of our intellectual property rights in the brand assets. Currently we have no trademarks.

 

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

 

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

 

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

 

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

 

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

 

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

 

Systems, network or telecommunications failures or cyber-attacks may disrupt the Company’s business and have an adverse effect on the Company’s operations.

 

Any disruption in the Company’s network or telecommunications services could affect the Company’s ability to operate its mobile online esports offerings, which would result in reduced revenues (once revenues are achieved) and customer down time. The Company’s network and databases of players, fans, and sponsors information, including intellectual property, trade secrets, and other proprietary business information and those of the third parties the Company utilizes, will be susceptible to outages due to fire, floods, power loss, break-ins, cyber-attacks, hackers, network penetration, data privacy or security breaches, denial of service attacks and similar events, including inadvertent dissemination of information due to increased use of social media. Despite implementation of network security measures and data protection safeguards, including a disaster recovery strategy for back-office systems, the Company’s servers and computer resources will be vulnerable to viruses, malicious software, hacking, break-ins or theft, third-party security breaches, employee error or malfeasance, and other potential compromises. Disruptions from unauthorized access to or tampering with the Company’s computer systems, or those of the third parties the Company utilizes, in any such event could result in a wide range of negative outcomes, including devaluation of the Company’s intellectual property goodwill and/or brand appeal, increased expenditures on data security, and costly litigation, and can have a material adverse effect on the Company’s business, anticipated revenues, reputation, operating results and financial condition.

 

Risks Related to the Company’s Management

 

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

 

The Company depends on the services of a few key executive officers. The loss of any of these key persons could have a material adverse effect on the Company’s business, results of operations and financial condition.

 

 
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The unexpected loss of services of one or more of these individuals could also adversely affect the Company. The Company is not protected by key man or similar life insurance covering members of senior management but is contemplating obtaining key man insurance.

 

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

 

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

 

Our current executive management team has limited experience managing esports business, but does not have experience in managing university esports teams or leagues. In fact, practically no one has such experience because this segment of the industry is so new. This lack of experience could adversely affect our ability to run our business properly or to raise additional capital that may be necessary for our continued operations. We will endeavor to recruit seasoned executives, as and if capital is available to fund their hiring.

 

Risks Related to Our common stock

 

There is no assurance the Offering Price of our Common Shares will be at the low point of our Estimated Price Range, or $4.00 per Share.

 

The estimated public offering price range set forth on the cover page of this prospectus is subject to change as a result of market conditions and other factors. Neither we nor the underwriters can assure investors that an active trading market will develop for our common stock or that the common stock will trade in the public market at or above the initial public offering price. If we cannot realize a per share offering price of at least $4.00 per share in this offering, we will not proceed with this offering.

 

We may not be able to list our common stock on the Nasdaq Capital Market.

 

We have applied to list our common shares on the Nasdaq Capital Market under the symbol “GPAK,” and anticipate receiving conditional approval to so list our common shares, provided we have satisfied the initial listing requirements of Nasdaq. No assurance can be given that we will meet those requirements. If our common stock is not approved for listing on Nasdaq, we will not consummate this offering.

 

The offering price of the primary offering and resale offering could differ.

 

The offering price of shares of our common stock in the initial public offering has been determined by negotiations between the Company and the underwriter. The Selling Stockholders may sell the resale shares at prevailing market prices or privately negotiated prices after close of the initial public offering and listing of our common stock on Nasdaq. Therefore, the offering prices of the initial public offering and resale offering could differ. As a result, the purchasers in the resale offering could pay more or less than the offering price in the primary offering.

 

Our common stock price could be subject to rapid and substantial price volatility..

 

There have been recent instances of public companies experiencing extreme price run-ups followed by rapid price declines and stock price volatility seemingly unrelated to company performance following their initial public offering, particularly among companies with relatively small public floats.  There is no assurance that our common stock will not be subject to such price volatility.  Such volatility, including any run-up of our common stock price, could be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our common stock.

 

The resale by the Selling Stockholders in our resale offering may cause the market price of our common stock to decline.

 

The resale of shares of our common stock by the Selling Stockholders after the completion of the initial public offering could have the effect of depressing the market price for our common stock. In addition, although only 10% of each Selling Stockholder’s shares are being registered for resale, any Selling Stockholder could decide to sell additional shares in compliance with Rule 144 under the Securities Act, provided the Seller Stockholder was not then subject to a lockup agreement with the underwriter.

 

A substantial portion of our outstanding common stock may be sold into the market at any time.

 

Of the 23,879,319 shares of common stock currently outstanding, approximately 15,900,000 shares have been held for at least 12 months and are available for sale in the public market, in some cases subject to applicable volume limitations under Rule 144, of which approximately 11,000,000 shares are subject to the underwriter lock-up period. Approximately 3,870,000 additional shares of common stock will have been held for at least 12 months as of September 8, 2023, of which approximately 2,000,000 shares are subject to the underwriter lock-up period. Future sales of our common stock in the public market, or the perception that such sales may occur, could adversely affect the market price of our common stock and could impair our ability to raise capital through future sales of our securities. 

 

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

 

As of the date of this prospectus, our officers, directors and more than 5% stockholders own in the aggregate approximately 27% of our outstanding common stock. As a result, when acting together, although such individuals will not have a controlling interest in our Company, they still will have a significant impact on the election of our directors and in determining the outcome of any corporate action, including corporate actions requiring stockholder approval, such as: (i) a merger or a sale of our company, (ii) a sale of all or substantially all of our assets, and (iii) amendments to our articles of incorporation and bylaws. This concentration of voting power and influence could have a significant effect in delaying, deferring or preventing an action that might otherwise be beneficial to our other stockholders and be disadvantageous to our stockholders with interests different from those individuals. Certain of these individuals also have significant control over our business, policies and affairs as officers or directors of our company. Therefore, you should not invest in reliance on your ability to have any control over our company.

 

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

 

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

 

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

 

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

 

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

 

Our authorized capital includes Preferred Stock issuable in one or more series. Our board has the authority to issue Preferred Stock and determine the price, designation, rights, preferences, privileges, restrictions and conditions, including voting and dividend rights, of those shares without any further vote or action by stockholders. The rights of the holders of common stock will be subject to, and may be adversely affected by, the rights of holders of any Preferred Stock that may be issued in the future. The issuance of additional Preferred Stock, while providing desirable flexibility in connection with possible financings and acquisitions and other corporate purposes, could make it more difficult for a third party to acquire a majority of the voting power of our outstanding voting securities, which could deprive our holders of common stock of a premium that they might otherwise realize in connection with a proposed acquisition of our company.

 

We expect to incur significant additional costs as a result of being a public company, which may adversely affect our business, financial condition and results of operations.

 

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

 

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

 

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

 

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

 

Anti-Takeover Provisions

 

We are a Delaware corporation and its anti-takeover provisions may also in the future discourage, delay or prevent a change in control. Our certificate of incorporation and bylaws preclude cumulative voting for directors, and have other provisions which may discourage, delay or prevent a change in our management or control. This is despite the possibility that a majority of common stockholders might consider favorable a change in our management and control. 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This prospectus contains forward-looking statements. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts.

 

Forward-looking statements involve risks and uncertainties and include statements regarding, among other things, our projected revenue growth and profitability, our growth strategies and opportunity, anticipated trends in our market and our anticipated needs for working capital. They are generally identifiable by use of the words “may,” “will,” “should,” “anticipate,” “estimate,” “plans,” “potential,” “projects,” “continuing,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend” or the negative of these words or other variations on these words or comparable terminology. These statements may be found under the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” as well as in this prospectus generally. In particular, these include statements relating to future actions, prospective products, market acceptance, future performance or results of current and anticipated products, sales efforts, expenses, and the outcome of contingencies such as legal proceedings and financial results.

 

Examples of forward-looking statements in this prospectus include, but are not limited to, our expectations regarding our business strategy, business prospects, operating results, operating expenses, working capital, liquidity and capital expenditure requirements. Important assumptions relating to the forward-looking statements include, among others, assumptions regarding demand for our products, the cost, terms and availability of components, pricing levels, the timing and cost of capital expenditures, competitive conditions and general economic conditions. These statements are based on our management’s expectations, beliefs and assumptions concerning future events affecting us, which in turn are based on currently available information. These assumptions could prove inaccurate. Although we believe that the estimates and projections reflected in the forward-looking statements are reasonable, our expectations may prove to be incorrect.

 

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

 

 

Failure of future market acceptance of our esports products and services;

 

 

Increased levels of competition;

 

 

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

 

 

Our ability to retain and attract senior management and other key employees;

 

 

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

 

 

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

 

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

 

MARKET, INDUSTRY AND OTHER DATA

 

This prospectus contains estimates, statistical data and other information concerning our industry, market and competitive position from our own internal estimates and research, as well as from independent market research, industry and general publications and surveys, governmental agencies and publicly available information in addition to research, surveys and studies conducted by third parties. Internal estimates are derived from publicly available information released by industry analysts and third-party sources, our internal research and our industry experience, and are based on assumptions made by us based on such data and our knowledge of our industry and market, which we believe to be reasonable. In some cases, we do not expressly refer to the sources from which this data is derived. 

 

In that regard, when we refer to one or more sources of this type of data in any paragraph, you should assume that other data of this type appearing in the same paragraph is derived from the same sources, unless otherwise expressly stated or the context otherwise requires. 

 

Industry data and other third-party information have been obtained from sources believed to be reliable, but we have not independently verified any third-party information. In addition, while we believe the industry, market and competitive position data included in this prospectus is reliable and based on reasonable assumptions, such data involve risks and uncertainties and are subject to change based on various factors, including those discussed in the section titled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties or by us.

 

USE OF PROCEEDS

 

We estimate that the gross proceeds to us from the sale of the shares that we are offering will be approximately $6,800,000, based upon the initial public offering price of $4.00 per share (which is the low point of the estimated offering price range set forth on the cover page of this prospectus), assuming no over-allotment of shares are sold. On this basis, we estimate that the net proceeds, after deducting the underwriters’ $629,000 discount, the $136,000 non-accountable cost allowance, $125,000 accountable expenses of the underwriters, and the payment of an estimated $300,000 in offering expenses, will be approximately $5,610,000. If the underwriter exercises its over-allotment option in full, we estimate that our net proceeds on this basis will be approximately $6,503,400.

 

 
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We intend to use the net proceeds in the first two years as follows:

 

 

 

($000s)

 

 

 

Offering

 

 

 

 

 

 

Gross Proceeds*

 

$ 6,800

 

 

 

100 %

Less: Underwriting Discount

 

 

(629 )

 

 

-9.25 %

Less: Underwriters’ Non-Accountable Reimbursement

 

 

(136 )

 

 

-2.0 %

Less: Accountable Expenses

 

 

(125 )

 

 

-1.8 %

Less: Estimated Incremental Expenses of the offering for which we are responsible ($300)

 

 

(300 )

 

 

-4.4 %

Net Proceeds

 

 

5,610

 

 

 

82.5 %

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Events Organization and Operation

 

 

700

 

 

 

10.3 %

Marketing and Advertising

 

 

200

 

 

 

2.9 %

Obtaining Contracts with Universities

 

 

200

 

 

 

2.9 %

Pixel Agreement for Core Platform development (1)

 

 

1,200

 

 

 

17.6 %

Data Marketing Agreement

 

 

200

 

 

 

2.9 %

Consulting Agreements (2)

 

 

740

 

 

 

10.9 %

Total Operating Expenses (3)

 

 

3,240

 

 

 

47.6 %

 

 

 

 

 

 

 

 

 

Sales, General & Administrative Expenses

 

 

 

 

 

 

 

 

Retention of additional staff in Pakistan

 

 

300

 

 

 

4.4 %

US Corporate Expenses

 

 

300

 

 

 

4.4 %

Pakistan Operating Expenses

 

 

1,000

 

 

 

14.7 %

Total SG&A

 

 

1,600

 

 

 

23.5 %

 

 

 

 

 

 

 

 

 

Total Operating, SG&A Expenses

 

 

4,840

 

 

 

71.2 %

 

 

 

 

 

 

 

 

 

Other Uses

 

 

 

 

 

 

 

 

Acquisition of Game Developer (4)

 

 

300

 

 

 

4.4 %

Loan Repayments (5)

 

 

346

 

 

 

5.1 %

Total Other Uses

 

 

646

 

 

 

9.5 %

 

 

 

 

 

 

 

 

 

General Working Capital

 

 

124

 

 

 

1.8 %

 

 

 

 

 

 

 

 

 

Total Uses

 

$ 6,800

 

 

 

100 %

 

(1) The agreement provides for up to $1,200,000 in fees over two years.

 

(2) Includes consulting agreements with Face Rebel, LLC, Spivak Management Inc., and Kurt Warner. See “Business – Material Agreements.”

 

(3) The underwriter has required that $400,000 be placed into escrow for 12 months to fund any bona fide indemnification claims of the underwriters.  See “Underwriting – Indemnification; Indemnification Escrow.”  We will use operating funds not needed during the first 12 months to fund the escrow.

 

(4) We will consider acquiring a company that develops e-games so that we can develop our own esports game. However, we have no yet commenced investigation of any potential acquisition.

 

(5) We have borrowed $260,000 from SII and an aggregate of $87,500 from Richard Whelan to conduct organizational activities and sponsor tournaments.  The SII loan bears eight percent simple interest per annum, and principal and interest are due at the earlier of (i) within thirty (30) days after the completion of this offering or (ii) December 31, 2023. The loans from Mr. Whelan do not bear any interest and are payable on demand. See “Business – Material Agreements.” 

 

 
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We believe the net proceeds of this offering will be sufficient to meet our cash, operational and liquidity requirements for approximately 24 months.

 

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

 

DIVIDEND POLICY

 

We have never declared or paid any cash dividends on our common stock and do not currently anticipate paying cash dividends in the foreseeable future. We currently intend to retain our future earnings, if any, for use in our business. Payment of future dividends, if any, will be at the discretion of our board of directors after taking into account various factors, including our financial condition, operating results, current and anticipated cash needs and plans for expansion.

 

CAPITALIZATION

 

The following table sets forth our cash and cash equivalents and capitalization as of June 30, 2023 on:

 

An actual basis; and

 

A pro forma reflecting the sale of 1,700,000 shares of our common stock in this offering, based on a public offering price of $4.00, (which is the low point of the estimated offering price range set forth on the cover page of this prospectus) and our receipt of the estimated $5,610,000 in net proceeds from this offering, after deducting the underwriter’s discounts and non-accountable cost allowance and estimated offering expenses payable by us.

 

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

 

 

 

Actual

June 30,

2023 (unaudited)

 

 

Pro Forma

After the

Public Offering

 

Cash and cash equivalents

 

$ 168,719

 

 

$ 5,852,719

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

Preferred Stock, $0.0001 par value: 10,000,000 authorized, 0 shares issued and outstanding

 

 

 

 

 

 

 

 

common stock, $0.0001 par value: 100,000,000 shares authorized, actual and pro forma; 23,879,319 shares issued and outstanding, actual and 25,579,319 shares issued and outstanding, pro forma

 

$ 2,388

 

 

$ 2,558

 

Additional paid-in capital

 

$ 541,819

 

 

$ 6,151,649

 

Accumulated deficit

 

$ (518,215 )

 

$ (518,215 )

Total stockholders’ equity

 

$ 25,992

 

 

$ 5,635,992

 

Total capitalization

 

$ 25,992

 

 

$ 5,635,992

 

 

 
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DILUTION

 

Purchasers of our common stock in this offering will experience an immediate dilution of net tangible book value per share from the initial public offering price. Dilution in net tangible book value per share represents the difference between the amount per share paid by the purchasers of shares of common stock and the net tangible book value per share immediately after this offering.

 

As of June 30, 2023, our net tangible book value was $25,992 or $0.001 per share of common stock. Net tangible book value per share represents our total tangible assets, less our total liabilities, divided by the number of outstanding shares of our common stock.

 

Dilution represents the difference between the amount per share paid by purchasers in this offering and the pro forma net tangible book value per share of common stock after the offering. After giving effect to the sale of 1,700,000 shares of common stock in this offering at the offering price of $4.00 per share, (which is the low point of the price range set forth on the cover page of this prospectus), and after deducting underwriting commissions and estimated offering expenses payable by us, our pro forma net tangible book value would have been $0.22 per share. This represents an immediate increase in pro forma net tangible book value of $0.22 per share to our existing stockholders and immediate dilution of $3.78 per share to new investors purchasing shares at the proposed public offering price.

 

The followingtableillustratesthedilutioninproformanettangiblebook valueper sharetonew investorsasof June30, 2023 onthisbasis:

 

 

 

 

 

 

 

Assumedinitial public offeringprice per share

 

$ 4.00

 

Net tangible book value per share at June 30, 2023

 

$ .001

 

Increaseinnettangible book value per share to the existing stockholders attributable to this offering

 

$ .22

 

Adjustednettangiblebook valueper shareafterthisoffering

 

$ .22

 

Dilution in net tangible book value per share to new investors

 

$ 3.78

 

 

The following table sets forth, as of June 30, 2023, the number of shares of common stock purchased from us, the total consideration paid to us and the average price per share paid by the existing holders of our common stock and the price to be paid by new investors at the estimated public offering price as described above:

 

 

 

Shares Purchased

 

 

 

 

 

 

 

 

 

 

Average

Price

 

 

 

Number

 

 

Percent

 

 

Amount

 

 

Percent

 

 

Per Share

 

Existing stockholders

 

 

23,879,319

 

 

 

93.35 %

 

$ 80,239

 

 

 

1.17 %

 

$ .003

 

Investors purchasing shares in this offering

 

 

1,700,000

 

 

 

6.65 %

 

$ 6,800,000

 

 

 

98.83 %

 

$ 4.00

 

Total

 

 

25,579,319

 

 

 

100.00 %

 

$ 6,880,239

 

 

 

100.00 %

 

 

 

 

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes to those statements included elsewhere in this prospectus. This discussion and analysis and other parts of this prospectus contain forward-looking statements based upon current beliefs, plans and expectations related to future events and our future financial performance that involve risks, uncertainties and assumptions, such as statements regarding our intentions, plans, objectives, expectations, forecasts and projections. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth under the section titled “Risk Factors” and elsewhere in this prospectus. You should carefully read the “Risk Factors” to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements. Please also see the section titled “Cautionary Note Regarding Forward-Looking Statements.”

 

 
26

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Overview

 

We are a development-stage interactive esports event promotion and product marketing company, founded in November 2021. Our initial focus is on creating college, inter- college, inter-university and professional esports events for men’s and women’s teams, particularly esports opportunities involving colleges and universities in Pakistan. Though creating sports opportunities involving colleges and universities in Pakistan likely will remain our primary focus for at least 12 months, thereafter, over time, we intend to expand the range of our esports offerings, expand to other markets and eventually consider live sports. We will endeavor to integrate competitive events that include our teams and leagues with regional and global teams and leagues sponsored by others, including companies formed by certain of our stockholders to promote sports, including esports, in other countries. We have not conducted any operations ourselves, but conduct our operations in Pakistan through K2 Gamer, our 90% owned subsidiary (such acquisition was entered into in November 2022 but was not approved by the SECP until July 2023), and ESP, the affiliate of K2 Gamer with whom K2 Gamer has an assignment and consulting agreement. We acquired 90% of K2 Gamer so that it could be our operating subsidiary in Pakistan. For purposes of this prospectus, we have assumed, except where otherwise stated, that K2 Gamer has been our subsidiary and that ESP has been our affiliate during the periods mentioned.  Mr. Muhammed Jamal Qureshi is an owner of K2 Gamer and ESP as well as CEO and a director of K2 Gamer and ESP.

 

From inception in November 2021 through the present date, we have focused on having K2 Gamer and/or ESP enter into agreements with universities to undertake esports tournaments endorsed by the universities in which their students will participate, and for which the universities will provide marketing support, building the necessary infrastructure for our business, and conducting initial tournaments. The purpose of our initial tournaments was to refine our logistics and technology, demonstrate competence to universities, and provide a showcase to potential marketing partners, advertisers and other sponsors. We have not yet generated any income, nor has K2 Gamer or ESP. Our expenses through December 31, 2022 totaled $311,632, including approximately $31,000 to support the organization of esports events in Pakistan, $203,000 in advisor fees, $10,000 in legal fees, $1,000 in bank fees, $47,000 in audit and accounting fees, and $20,000 in other expenses. During the period from January 1, 2023 through June 30, 2023 we did not recognize any income from our esports tournaments, while our expenses totaled $216,271.

 

During 2023, we anticipate that we will organize or co-organize approximately 12 or more tournaments. During the balance of 2023, we intend to commence solicitation of marketing partners, advertisers and other sponsors, with the goal of beginning to generate revenue thereafter. There is no assurance that we will succeed in this endeavor, achieve revenues, achieve revenues that exceed the cost of the tournaments, or generate a profit, taking into account our selling, general and administrative expenses.

 

Liquidity and Capital

 

A summary and discussion of our cash flow for the year ended December 31, 2022 and for the six months ended June  30, 2023:

 

 

 

Year Ended

December 31,

2022

 

 

Six Months

Ended June 30,

2023

(Unaudited)

 

 

 

Total

 

 

Total

 

Opening Balance

 

$ -

 

 

$ 90,277

 

Proceeds From the Sale of Common Stock

 

$ 543,502

 

 

$ 705

 

Loans and Advances from Related Parties

 

 

10,750

 

 

 

335,000

 

Bank Charges

 

$ (1,125 )

 

$ (433 )

Legal Fees and Advisors’ Fees

 

$ (213,272

 

 

$ (99,215 )

Auditing Fees

 

$ (47,000 )

 

$ (10,075 )

Offering Costs

 

$ (162,031 )

 

$ 0

 

Event Operating Expenses in Pakistan

 

$ (20,097 )

 

$ (96,861 )

Other Expenses

 

$ (99,700 )

 

$ 0

 

Total Expenses

 

$ (453,225 )

 

$ (216,271 )

Balance

 

$ 90,277

 

 

$ 168,718

 

 

 
27

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We spent $0 in operating activities during the six-week period from inception (November 23, 2021) to December 31, 2021. We spent $453,225 during 2022, and $216,271 during the first six months of 2023. This mostly consisted of legal and consulting fees relating to the incorporation of the Company, and legal and underwriting fees relating to the preparation of the registration statement and prospectus and funding of our activities in Pakistan.

 

We have not engaged in any investing activities.

 

We secured $542,000 during the summer and fall of 2022 from the private sale of common stock to early-stage investors.

 

Cash Resources and Going Concern

 

We had no revenue-generating operations from which we generated revenues through June 30, 2023, nor has K2 Gamer or ESP. To date, our operations have been financed by the private sales of our equity securities and loans from related parties. We intend to secure funding from this offering, and in the future may seek additional funding from private placements or public offerings of debt or equity. There can be no assurance as to the success, size or pricing of any such financings. We will be required to fund our operations, in whole or in part, by securing equity or debt financing until such time as we can successfully build out our business to the point where it experiences positive cash flow from operations. When acquiring e-Game developers, technology, software and hardware, and in retention of additional employees and consultants, we may elect to issue restricted common shares rather than cash in order to conserve our cash.

 

At December 31, 2022, we had $70,544 in working capital. In February 2023 we obtained a $260,000 loan from SII, which loan bears 8% simple interest per annum and is due on the earlier of after the completion of this offering or December 31, 2023. In 2022 we borrowed $10,750 from Richard Whelan, a stockholder of the Company, and in the first quarter of 2023 borrowed an additional $75,000 from him. The loans from Mr. Whelan do not bear interest and are payable on demand. There are no written notes for these borrowings. At June 30, 2023, we had $168,719 in cash and a working capital deficit of $177,031. Our continuing operations are dependent upon obtaining necessary financing to meet our commitments as they come due and to finance future development and implementation of our business.

 

The Company expects that it will operate at a loss for the foreseeable future. The Company anticipates that the proceeds of this offering will fund our capital requirements for the next 24 months, including approximately $2.14 million payable over the next two years pursuant to various agreements the Company has entered into (see “Business – Material Agreements” and “Use of Proceeds”).  We believe and that our current cash and cash equivalents plus the proceeds from this offering, and any revenues we generate during this period, will be sufficient for us to meet our existing contractual obligations as well as develop and implement our business plan sufficiently to reach at least cash breakeven by the end of that period, including sufficient revenues by that time to fund our currently anticipated operating costs. There can be no assurance the Company will achieve the foregoing goal and, in any event, we anticipate that it would be required to raise additional funds through public or private equity financings in the future to expand our business. Should such financing not be available in that time-frame, we might be required to reduce our activities.

 

Should the net proceeds from this offering be insufficient to meeting the Company’s funding requirements, there is no assurance that the Company would be able to secure any additional financing. See “Risk Factors.” Failure to obtain any additional financing could have a material adverse effect on our financial condition and results of operation and depending upon our performance and expenses, could cast uncertainty on our ability to continue as a going concern. As of the date of this prospectus, we have not generated any revenue, nor has K2 Gamer or ESP.  Our accumulated deficit as of June 30, 2023 was $518,215.

 

 
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BUSINESS

Overview

 

Gamer Pakistan, Inc. (together with its proposed subsidiary, “GAMER”, or the “Company”) was organized on November 23, 2021 as an interactive esports event promotion and product marketing company. We conduct our operations in Pakistan through K2 Gamer (PVT) Ltd., a corporation formed under the laws of Pakistan (“K2 Gamer”), and Elite Sports Pakistan Pvt. Ltd, a company duly incorporated under the laws of Pakistan (“ESP”). Pursuant to agreements with the three owners of K2 Gamer, we acquired 90% ownership of K2 Gamer in November 2022, which acquisition was approved by the Securities and Exchange Commission of Pakistan (“SECP”) in July 2023. We will account for the transfer as an acquisition of a business under the provisions of ASC 805.  To date all activities have been conducted by K2 Gamer and ESP, and not the Company, although the Company has received public recognition as a sponsor for many of the tournaments.

 

As a result of the assignment to K2 Gamer by ESP of all of its rights with respect to the exploitation of esports, ESP is an affiliate of K2 Gamer and, as a result of the acquisition by us of 90% of the stock of K2 Gamer, ESP now is our affiliate as well. For purposes of this prospectus, we have assumed, except where otherwise stated, that K2 Gamer has been our subsidiary and that ESP has been our affiliate during the periods mentioned.  Mr. Muhammed Jamal Qureshi is an owner of K2 Gamer and ESP as well as CEO and a director of K2 Gamer and ESP.

 

Our initial focus is on creating college, inter-university and professional esports events for both men’s and women’s teams, particularly esports opportunities with colleges and universities in Pakistan. Though the foregoing likely will remain our focus for at least 12 months, thereafter, over time, we intend to expand the range of our esports offerings, expand to other markets and eventually consider live sports.

 

The Government of Pakistan’s 2021-22 Pakistan Economic Survey estimated that from 2020-21 there were approximately 500,000 students enrolled in technical and vocational education, approximately 760,000 in degree-awarding colleges, and 1.96 million students in universities.26

 

The Inter University Consortium for Promotion of Social Sciences (“IUCPSS”) is the first ever educational consortium among Pakistani higher education institutes. IUCPSS has approximately 96 of Pakistan’s universities as members out of the approximately 186 universities found in Pakistan. In 2022 IUCPSS entered into a 10-year renewable agreement with ESP pursuant to which ESP was exclusively granted during the term all rights for exploitation and monetization of sports and esports; ESP has assigned the esports rights to K2 Gamer and assists K2 Gamer in connection therewith. See “Business – Material Agreements.” ESP and K2 Gamer will determine potential tournaments, contact universities or teams to determine interest, and if there is sufficient interest then organize and hold the tournament. From December 2021 through December 2022, K2 Gamer and ESP have organized and conducted 18 university esports tournaments, with each involving between eight and 48 teams. More tournaments are scheduled for 2023.

 

Management believes that GAMER is the first company specifically focused on esports in Pakistan to seek a public listing in the United States.

 

The Esports Industry

 

Esports are the competitive playing of video games by amateur and professional teams or individuals for cash and other prizes. Esports typically take the form of organized, multiplayer video games that include real-time strategy and competition, including virtual fights, first-person shooter and multiplayer online battle arena games. The games are played on dedicated hardware (consoles), personal computers (PCs), or a range of mobile devices including smart phones and tablets. Unlike games of chance or luck, esports are defined as competitive games of skill, timing, knowledge, experience, practice, attention and teamwork. Tournaments can be held using consoles, PCs, mobile devices, or a combination of the foregoing. Competitors participate at large in-person events, small in-person events and virtually from home or computer cafes.

 

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

_________________________________ 

26

https://www.trade.gov/country-commercial-guides/pakistan-education.

 

 
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Table of Contents

  

Esports is the fastest growing sport in the world27 and the largest demographic for esports is the under-35 group, which generally is the most desired demographic for advertisers.28 According to Statista, the global esports market revenue was estimated to be approximately $1.14 billion in 2021 and is projected to grow to $1.87 billion by 2025.29 Tournaments, ranked play and matchups encourage continuous and repeat game play as players compete to earn status, cash and virtual rewards and prizes. Creating a global community with competitive game play through an esports platform enables gamers to connect and play together, creating a community that is intended to maintain player loyalty.

 

Real Money Games: Skill or Chance

 

So-called real money esports games let players win cash. They are either games of skill or games of chance. Skill games determine the reward based on the player’s knowledge, practice, attention and experience. In games of chance, the outcome is based on luck.

 

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

 

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

 

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

 

Mobile Esports Market

 

The mobile esports market has boomed in recent years and is expected to continue.30 According to estimates, the mobile esports market worldwide is expected to grow to almost $115 billion by 2025.31 The growth in mobile esports, and in mobile gaming in general, is due in part to the COVID-19 pandemic but also to the significant technological advances in cell phones, which now can contain the power of a PC or laptop.32

  

Historically, the region’s poor online infrastructure has made it difficult for players to gain broad access to the largest personal computer-oriented esports platforms, such as LoL (League of Legends), Overwatch and CS:GO (Counter Strike: Global Offensive). Now, however, there is increasing wide broadband access and lower access costs. Mobile cellular subscriptions have grown at an astounding rate in Pakistan, with 79.51% of the inhabitants having a mobile cellular subscription in 2020 compared to only 0.22% in 2000.33 Approximately 36.8 million persons in Pakistan have been estimated to play video games in 2022, and the number is expected to increase to 50.9 million by 2026.34 Indeed, it has been stated that Pakistan has a “mobile-first gaming market” in which cell phones are the primary mode for gaming rather than consoles or computers. 35

 

The Esports Market in Pakistan

 

The Pakistan market for esports, and particularly university esports events in Pakistan, represent, in management’s opinion, potentially one of the largest and fastest growing esports markets in the world. Fawad A. Chaudhary, then Pakistan’s Minister of Science and Technology, referred to esports as a “new sensation in Pakistan.”36 Pakistan is the fifth most populous country in the world, with a current population estimated to be approximately 231,000,000 persons.37 The median age in Pakistan is 22.8 years, and 35.1% of the population is urban (77,437,729).38 Mobile cellular subscriptions have grown at an astounding rate in Pakistan, with 79.51% of the inhabitants having a mobile cellular subscription in 2020 compared to only 0.22% in 2000.39 Approximately 36.8 million persons in Pakistan have been estimated to play video games in 2022, and the number is expected to increase to 50.9 million by 2026.40

 

This growth is driven by an increase in disposable income, changes in demographics as cities attract more people from the rural areas and the rural areas develop economically, the entry of foreign investors, the liberalization of foreign investment policies and the government’s concerns about Pakistan’s global competitiveness. Pakistan offers global investors a rapidly-expanding middle class of enthusiastic consumers, an improving infrastructure and a young, well-educated, motivated labor force.

_________________________________ 

27

https://rootnote.co/do-you-know-the-fastest-growing-sport-in-the-world/#:~:text=And%20The%20Fastest%20Growing%20Sport,in%20the%20next%20few%20years.

28

https://www.pillsburylaw.com/images/content/1/4/v8/144736/Esports-Report-FINAL.pdf.

29

https://www.statista.com/statistics/490522/global-esports-market-revenue.

30

https://www.statista.com/topics/8199/mobile-esports.

31

https://www.statista.com/statistics/1175007/mobile-esports-region-revenue.

32

https://www.transperfect.com/blog/growth-mobile-esports-2022-and-what-it-means-developers.

33

https://www.statista.com/statistics/510531/mobile-cellular-subscriptions-per-100-inhabitants-in-pakistan.

34

https://www. techdad.pk/total-number-of-gamers-in-pakistan-is-estimated-to-be-36-8-million16-of-population.

35

https://www.dawn.com/news/1719246.

36

https://www.paradigmshift.com.pk/esports-industry-pakistan.

37

https://www.worldometers.info/world-population/pakistan-population/

38

Id.

39

https://www.statista.com/statistics/510531/mobile-cellular-subscriptions-per-100-inhabitants-in-pakistan.

40

See https://intenta.digital/gaming-industry/video-game-industry-pakistan; https://www. techdad.pk/total-number-of-gamers-in-pakistan-is-estimated-to-be-36-8-million16-of-population/

 

 
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31

Table of Contents

 

 

“Winners Circle”: Esports teams display their winnings at the Gamer Pakistan “All Pakistan Intervarsity National Esports Championship” held at MINHAJ University Lahore (MUL) on June 30 through July 1, 2022.

 

 
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There are three types of video games played in Pakistan. The real money games charge entry fees from players and depend on these fees for revenue. Both Pakistan-developed games and foreign games are available in this category, and they include poker, slots and jackpot games.

 

The second category includes casual games which have a wide audience and depend on advertising revenue. These games include Teen Patti (“Three Cards” in English, a gambling card game) and Minecraft.

 

The third type is the organized, multi-player video games that may be played with teams. It is in this category that K2 Gamer currently operates, and will expand operations, organizing an ever-increasing number of university events to be played on PC’s & mobile phones.

 

Pakistan already features established esports traditions and university sports rivalries. Furthermore, the demographics of the Pakistani university students (educated, proficient in technology and social media, often middle class or sufficiently affluent to afford mobile phones, data consumption charges and game subscriptions, and are 18-24 years old) are an almost-exact profile of the primary esports players in the other markets that have grown rapidly, including China, the U.S. and South Korea. Globally, the percentage of women who play was estimated at 35% in 2019. 39 In Pakistan, women are already competitive esports participants40 and women’s teams have competed in K2 Gamer’s events.

 

Pakistan’s then Federal Minister for Science and Technology, Fawad Hussain, declared in 2020 that a memorandum has been signed between the Pakistan Sports Board and the Pakistan Science Foundation that will see esports receive a “regular sports” status. The memorandum subsequently was signed. He encouraged those with an interest in video games, tweeting “If you are interested in video games, get ready and new opportunities are waiting for you.” He also announced that the ministry would be offering certifications in animation and game development in institutes across the country to encourage the youth to be part of the industry.41

 

The recent trends show Pakistani youth attraction towards the esports industry that is considered as new Hollywood due to the sponsorship and organizations involved in it, said a study published during Covid-19 lockdown in 2020.

The research journal focusing on market trends “Market Watch” narrated that following the footsteps of Europe and American markets, Pakistani youth are thrilled to add esports culture to the Pakistani market. 42 The huge esports audience in Pakistan has drawn leading global brands to invest heavily in esports, with projected growth in 2021 expected to outpace 2020.43

 

Pakistan’s middle class consumer population is among the fastest growing in the world. 44 As an example: Pakistan’s total car sales were estimated to have increased by 90% year-on-year to 238,000 units in fiscal year 2020-21, stated a report released by Topline Securities.45

_________________________________ 

39

https://www.msnbc.com/know-your-value/esports-industry-booming-it-s-seeking-female-applicants-n1143406

40

See, e.g., https://pk.ign.com/pc/185507/interview/a-female-trailblazer-in-pakistans-professional-gaming-scene-in-conversation-with-mythica, with respect to Ayesha Samman aka Mythica, one of the top Valorant players in Pakistan.

41

https://europeangaming.eu/portal/compliance-updates/2021/01/19/84871/pakistan-to-recognise-esports-as-regular-sports/

42

https://dailytimes.com.pk/810974/pakistani-esports-market-gains-promising-momentum/

43

Id.

44

https://defence.pk/pdf/threads/pakistans-middle-class-consumer-population-among-worlds-fastest-growing.649762.

45

https://tribune.com.pk/story/2310365/car-sales-skyrocket-90-in-fy21.

 

 
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Table of Contents

  

OUR MARKETING PLAN

 

 

The rapid growth of esports and mobile applications in Pakistan create an opportunity for us to expand our business. Initially, while continuing to use the current tournament structure, we plan to license and utilize existing technology platforms to increase our esports business, thereby avoiding the expense and risk of developing our own technology. Our principal revenue sources will continue to be sponsorships, advertising, event registration fees and the sale of merchandise that includes our trademarks and the logos and other trademarks of university teams or players that compete on our platforms and to which we have ownership or licensed rights.

 

Our strategy is to differentiate our Company as the go-to platform for university esports enthusiasts and to create increasingly exciting events for large audiences with state-of-the-art video coverage and interactive options for players and fans in South Asia and the Pakistani diaspora. We plan to acquire esports game developers and to introduce our own esports games for certain tournaments to further differentiate ourselves from our competitors. We plan to create revenue from project content, merchandising and licensing of brand elements, name and likeness games in addition to ss rights and similar rights.

 

The esports events we have held or are currently planning include the following:

 

Open tournaments to create awareness;

 

Intra-university tournaments;

 

Rivalry inter-university tournaments;

 

Conference and divisional championship tournaments;

 

National university championships; and

 

International friendlies.

 

We also plan to position GAMER as one of the primary channels for game development companies to launch new mobile esports games for the Pakistan and South Asian markets, with the expectation we can negotiate sharing arrangements covering new game revenue streams with these companies in exchange for their access to our players.

 

 
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Table of Contents

  

We have engaged Pixel Colony, LLC to develop and maintain for us the GAMER Core Platform, a web platform that will allow us to create customized profiles for the schools and partners we partner with.  The platform will allow partner schools to create custom sport, team and player profiles, and track and share custom events as well as event and player attributes. We expect the platform will be able to host or stream events, record game scores and player statistics, and sell tickets and merchandise through the platform and eventually leverage the audience and features into some social interactions between the users as well and expand the platform and some of its functionality into a mobile app.  With this platform we believe we will be able to gather unique data on college students in Pakistan, focusing on their mobility patterns related to video gaming and then sell the data in ad exchanges, fueling advertising innovation and reaching a targeted audience.  However, our data transactions will comply with global privacy guidelines to ensure ethical and legal data usage.

 

If we contract with affiliate marketing partners, they will likely be paid fees based on the net player profits that the affiliate partners generate through their client base or fan base, depending upon the system they employ. Instead of directly incurring significant costs related to online advertising, which must be paid in advance, this system allows us to spend fewer resources on advertising directly because our affiliate partners market to their client or fan bases for us.

 

Our first-mover advantage in the university segment of the esports market in Pakistan is significant. Gamer is the 1st company in the history of Pakistan to host and complete a University Esports Championship.

 

HOW ESPORTS WILL GENERATE REVENUES

 

The revenue stream for esports includes naming and media rights, in-app purchases (including branded merchandise), pay-per-download, subscriptions, in-app advertisements, incentive-based advertising, event advertising and sponsorships, event admission fees, team entry fees, ticket fees for streamed events (pay-per-download), game and hardware manufacturers’ sponsorship and revenue from streaming (advertising, sponsorships and subscriptions).

  

Of these segments, media rights are currently growing faster than the other segments in the esports market. Sponsorships and advertising account for most of the traditional revenues. Manufacturers of gaming equipment and accessories are usually the largest source of the sponsorship revenue, and sponsorship has been a long-term recurring revenue stream for many esports companies. Globally, broadcast and streaming revenue is still relatively underdeveloped as broadcasters look for esports content with the widest demographic appeal. ESPN, Disney and ABC are involved in television broadcasts of the esports events, and Twitch, YouTube and Facebook have become important streaming platforms.

 

 

We expect to generate revenues for GAMER from registration fees, and add as revenue sources admission fees to venues, sponsorships, advertising, license fees for content, and from shared royalties from the sale of K2 Gamer event-specific merchandise. As we build brands, we plan to generate revenue by licensing the use of Brand Elements, name and likeness rights and similar rights in our games and in players.

 

Event organizers typically collect a tournament fee from each player or team in the tournaments, and from these funds cash prizes are paid. Tournament expenses are also paid out of these funds. Organizers also collect a tournament sponsor’s fee (sponsor’s fees are typically 10% of total tournament entry fees).

 

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

 

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

 

GAMER’s longer term business plan, subject to availability of capital and personnel, contemplates entering into the business of developing and owning teams and managing players. The National Basketball Association and Formula 1 own leagues, FIFA operates a major tournament and professional teams are owned by the Golden State Warriors, Galatasaray, PSG, SK Telecom, Asus and NetEase.46 According to Forbes Magazine, values for the top esports teams have risen considerably in the last few years. The top two global teams are valued over $300 million and have annual revenues of over $30 million.47

 

Management believes that GAMER will be able to promote and encourage game companies to introduce games and enhancements at K2 Gamer events and use K2 Gamer’s built-in user group both as a media lab and as a vibrant market for new products and enhancements. This may give GAMER an opportunity to share in some of the game development company revenue as a licensee or collaborator.

 

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

 

_________________________________

46

Activate Consulting. https://activate.com/#outlook.

47

https://www.insiderintelligence.com/insights/esports-ecosystem-market-report/. Another source states the revenue is over $24 million.

   

 
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Factual information for the above charts, including but not limited to population and types and numbers of schools and number of students, were obtained from Google searches.

  

  

 
44

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LIST OF OUR 2021-2022 K2 GAMER ESPORTS EVENTS

 

The following is a list of the esports events that were created, organized and held by K2 Gamer and ESP through 2022. Once a potential event was determined, event invitations are sent to the respective universities or announced publicly to the potential players and teams concerned by K2Gamer and/or ESP. K2 Gamer/ESP then would have formal registration, and the date, time, venue, tournament format and other prerequisites are finalized and communicated to the participating parties. Tournament rules and regulations are circulated to the teams and participating institutions, and the tournament then is held and the results subsequently announced with the applicable prizes awarded. Neither the Company, K2 Gamer nor ESP generated any revenues from these events.  Expenses associated with these activities were less than $5,000 due to the minimal cost of organizing the events.

 

 

#

 

UNIVERSITY EVENT

 

CONFERENCE

 

DATE

No. of PARTICIPANTS

 

 

 

 

 

 

 

 

 

1

 

Khuzdar Interdepartment Esports Championship

 

South West Conference

 

24th December 2021

 

12 Teams/60 Players

2

 

LASBELA INTERDEPARTMENT Esports Championship

 

South West Conference

 

25th December 2021

 

16 Teams/80 Players

3

 

UniGDCFA-INTERCOLLEGIATE Esports Championship

 

South West Conference

 

28th December 2021

 

14 Teams/70 Players

4

 

TURBAT INTERDEPARTMENT Esports Championship

 

South Eastern Conference

 

15th February 2022

 

32 Teams

5

 

INU INTERDEPARTMENT Esports Championship 2022

 

North Conference

 

01 March 2022

 

20 Teams /110 Players

6

 

SIBBI INTERDEPARTMENT Esports Championship 2022

 

South West Conference

 

24 March 2022

 

-

7

 

Balochistan Agriculture College Interdepartment eSports Championship

 

South West Conference

 

7th May 2022

 

16 Teams /80 Players

8

 

Balochistan Provincial Intervarsity eSports Championship

 

South West Conference

 

24th June 2022

 

8 Universities / 16 teams

9

 

Western Capital Conference Esports Championship

 

Capital Conference

 

June 2022

 

8 Universities / 16 teams

10

 

Big Southern Conference Esports Championship

 

Southern Conference

 

June 2022

 

4 universities / 16 teams

11

 

North Eastern Kashmir Conference Esports Championship

 

N-E Kashmir Conference

 

June 2022

 

2 Universities / 8 teams

12

 

South Eastern Conference Esports Championship

 

South Eastern Conference

 

June 2022

 

3 Universities /12 Teams

13

 

Lahore East Conference Esports Championship

 

East Conference

 

June 2022

 

10 Universities / 32Teams

14

 

Lahore West Conference Esports Championship

 

West Conference

 

June 2022

 

10 Universities / 32 Teams

15

 

Mid-East Conference Esports Championship

 

Mid-East Conference

 

June 2022

 

4 universities / 16 teams

16

 

Gamer Pakistan National Intervarsity Esports Championship

 

8-Conferences All Pakistan

 

June/July 2022

 

8 universities / 16 teams

17

 

K2 Gamer Esports Championship BKUC INTERDEPARTMENT

 

North West Conference

 

28th September 2022

 

16 teams

18

 

K2 Gamer Esports Championship INU Peshawer Intervarsity

 

Western Conference

 

22nd October 2022

 

16 Teams

19

 

K2 Gamer National Esports Championship -Azad Jammu Kashmir

 

North East Conference

 

October/November 2022

 

12 Teams

20

 

K2 Gamer National Esports Championship - Islamabad

 

Eastern Capital Conference

 

October/November 2022

 

12 Teams

21

 

K2 Gamer National Esports Championship - Islamabad

 

Western Capital Conference

 

October/November 2022

 

12 Teams

22

 

K2 Gamer National Esports Championship - Balochistan

 

South Western Conference

 

October/November 2022

 

10 Teams

23

 

K2 Gamer National Esports Championship - Central Punjab

 

Mid Eastern Conference

 

October/November 2022

 

10 Teams

24

 

K2 Gamer National Esports Championship - Karachi

 

South Eastern Conference

 

October/November 2022

 

8 Teams

25

 

K2 Gamer National Esports Championship - Lahore

 

Lahore Eastern Conference

 

October/November 2022

 

12 Teams

26

 

K2 Gamer National Esports Championship - Karachi

 

All Pakistan

 

October/November 2022

 

16 Teams

27

 

K2 Gamer National Esports Championship - CSGO) LAN Event

 

All Pakistan-Balochistan

 

November

 

16 Teams

28

 

K2 Gamer All Pakistan Open National Esports (PubG) Championship 2022

 

All 16 Conferences

 

December

 

48 Teams

 

 
45

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LIST OF OUR COMPLETED AND PLANNED K2 GAMER ESPORTS EVENTS IN 2023

(AS OF AUGUST 31, 2023)

 

The following is a list of the esports events that have been created, organized and held by K2 Gamer and ESP or are planned to be created, organized and held during 2023. Once a potential event is determined, event invitations are sent to the respective universities or announced publicly to the potential players and teams concerned by K2Gamer and/or ESP. K2 Gamer/ESP then would have formal registration, and the date, time, venue, tournament format and other prerequisites are finalized and communicated to the participating parties. Tournament rules and regulations are circulated to the teams and participating institutions, and the tournament then is held and the results subsequently announced with the applicable prizes awarded. Neither the Company, K2 Gamer nor ESP generated any revenues from these events to date.  The Company believes that the events to date, even though not yet generating revenue, will help to establish the popularity of these events and thereby attract sponsors, and believes that events later in 2023 may begin to generate revenue.  There is, however, no assurance that any revenue will in fact be generated.  The expenses associated with the foregoing activities during the first six months of 2023 have been minimal, but are expected to increase significantly as K2 Gamer and ESP commence the major promotion of future events and implement the business plan.

 

Completed Events

 

University

Conference

 

No. of Participants

 

 

 

 

 

 

 

K2 Gamer Sindh (Provincial) Intervarsity Call of Duty (Mobile) Championship

 

 

10 universities

 

 

Southern Conference

 

 

20 teams 100 players

 

K2 Gamer Balochistan (Provincial) Intervarsity Call of Duty (Mobile) Championship

 

 

10 universities

 

 

South West Conference

 

 

20 teams 100 players

 

K2 Gamer Punjab (Provincial) Intervarsity Call of Duty (Mobile) Championship

 

 

80 universities

 

 

Punjab Conferences

 

 

160 teams 800 players

 

K2 Gamer Islamabad (Provincial) Intervarsity Call of Duty (Mobile) Championship

 

 

20 universities

 

 

Capital Conferences

 

 

40 teams 200 players

 

K2 Gamer Khyber Pakhtunkhawa Provincial) Intervarsity Call of Duty (Mobile) Championship

 

 

25 universities

 

 

Western Conferences

 

 

50 teams 125 players

 

Co-organizing 6 esports intervarsity’s national championship in association with FAST University Karachi – Partially Completed 

 

Fast University Karachi

 

 

Southern Conference

 

 

200 + teams & 1000+ players

 

 

 

 

 

 

 

 

Planned Events

 

University

 

Conference

 

No. of Participants

 

 

 

 

 

 

 

K2 Gamer-AJK (Provincial) Intervarsity PubG (Mobile) Championship

 

 

08 universities

 

 

Kashmir Conference

 

 

16 teams 80 players

 

K2 Gamer (Gilgitbaltistan) Intervarsity PubG (Mobile) Championship

 

 

04 universities

 

 

Northern Conference

 

 

08 teams 40 players

 

K2 Gamer National Intervarsity PubG (Mobile) Championship 2023

 

 

32 universities

 

 

National

 

 

64 teams 320 players

 

K2 Gamer-All Pakistan (PubG-Mobile) Azadi Cup Open Tournament

 

 

Open Tournament

 

 

National

 

 

100 teams 500 players

 

K2Gamer Pakistan VS. MoGo India PubG Championship

 

 

04 teams

 

 

International

 

 

04 teams 20 players

 

K2 Gamer Sindh (Provincial) Intervarsity Dota-2 (PC) Championship

 

 

10 universities

 

 

Southern Conferences

 

 

20 teams 100 players

 

K2 Gamer Punjab (Provincial) Intervarsity Dota-2  (PC) Championship

 

 

80 universities

 

 

Punjab Conferences

 

 

160 teams 800 players

 

K2 Gamer Balochistan (Provincial) Intervarsity Dota-2 (PC) Championship

 

 

10 universities

 

 

South West Conference

 

 

20 teams 100 players

 

K2 Gamer Khyber Pakhtunkhawa (Provincial) Intervarsity Dota-2 (PC) Championship

 

 

25 universities

 

 

Western Conferences

 

 

50 teams 125 players

 

K2 Gamer Islamabad (Provincial) Intervarsity Dota-2 (PC) Championship

 

 

20 universities

 

 

Capital Conferences

 

 

40 teams 200 players

 

K2 Gamer-AJK (Provincial) Intervarsity Dota-2 (PC) Championship

 

 

08 universities

 

 

Kashmir Conference

 

 

16 teams 80 players

 

K2 Gamer National Intervarsity Dota-2 (PC) Championship 2023

 

 

32 universities

 

 

National

 

 

64 teams 320 players

 

K2Gamer Pakistan VS. MoGo India Dota-2  (PC) Championship 2023

 

 

04 teams

 

 

International

 

 

04 teams 20 players

 

 

 
46

Table of Contents

  

ESP-MEMBER PARTNER UNIVERSITIES

 

#

 

UNIVERSITY/Organization Name

 

AGREEMENT

WITH

 

DATE

 

LOGO AGREEMENT

SIGNED

 

 

 

 

 

 

 

 

 

1

 

IUCPSS

 

ESP

 

19th October 2019

 

19th October 2019

2

 

University of Management & Technology Lahore

 

ESP

 

14h April 2021

 

14h April 2021

3

 

University of Central Punjab

 

ESP

 

14h April 2021

 

14h April 2021

4

 

University of Lahore

 

ESP

 

14h April 2021

 

14h April 2021

5

 

Superior University Lahore

 

ESP

 

14h April 2021

 

14h April 2021

6

 

Islamia University Bahawalpur

 

ESP

 

17th June 2021

 

17th June 2021

7

 

University of Sargodha

 

ESP

 

16th July 2021

 

16th July 2021

8

 

University of Veterinary & Animal Sciences

 

ESP

 

16th July 2021

 

16th July 2021

9

 

Minhaj University Lahore

 

ESP

 

28th July 2021

 

28th July 2021

10

 

Abdul Wali Khan University Mardan

 

IUCPSS-ESP

 

28th September 2021

 

28th September 2021

11

 

UET-Khuzdar

 

ESP

 

1st October 2021

 

1st October 2021

12

 

Muhammad Nawaz Shareef University of Agriculture

 

IUCPSS-ESP

 

5th October 2021

 

5th October 2021

13

 

Khawaja Freed University of Engineering & Information Technology

 

IUCPSS-ESP

 

11th October 2021

 

11th October 2021

14

 

Muhammad Nawaz Sharif University of Engineering & Technology

 

IUCPSS-ESP

 

14th October 2021

 

14th October 2021

15

 

Lasbela University of Agriculture Water & Marine Sciences

 

ESP

 

9th November 2021

 

9th November 2021

16

 

University of Turbat

 

IUCPSS-ESP

 

15th November 2021

 

15th November 2021

17

 

university of Gawadar

 

IUCPSS-ESP

 

15th November 2021

 

15th November 2021

18

 

Iqra National University Peshawer

 

ESP

 

22nd, November 2021

 

22nd, November 2021

19

 

Iqra National University Swat

 

ESP

 

29th December 2021

 

29th December 2021

20

 

Mir Chaker Khan Rind University Sibi

 

ESP

 

13th October 2021

 

13th October 2021

21

 

Balochistan Agriculture College Quetta

 

ESP

 

10th February 2022

 

10th February 2022

22

 

Balochistan University of Information Technology, Engineering & Management Sciences

 

ESP

 

22ND, March 2022

 

22ND, March 2022

23

 

University of Balochistan

 

ESP

 

9th June 2022

 

9th June 2022

24

 

Mirpur University of Science & Technology AJK

 

 

5th July 2022

 

5th July 2022

25

 

Bacha Khan University Charsadda

 

ESP

 

16th September 2022

 

16th September 2022

26

 

Abasyn University

 

ESP

 

2nd February 2022

 

2nd February 2023

27

 

Talon University Lahore

 

ESP

 

29th January 2023`

 

29th January 2023

28

 

Metropolitan University karachi

 

ESP

 

11th February 2023

 

10th Februaury 2023

29

 

Fast University Karachi

 

ESP

 

13th February 2023

 

13th February 2023

30

 

Usman Institute of Technology University Karachi

 

ESP

 

21st February 2023

 

21st February 2023

31

 

Benazir Bhutto Shaheed University Lyari Karachi

 

ESP

 

16th February 2023

 

16th February 2023

32

 

Shah Abdul Latif University Khairpur -Sindh

 

ESP

 

23rd February 2023

 

23rd February 2023

33

 

Bahauddin Zakariya University, Multan

 

ESP

 

13th March 2023

 

13th March 2023

34

 

Mian Nawaz Shareef Agriculture University - Multan

 

ESP

 

13th March 2023

 

13th March 2023

35

 

ISP Institute of Southern Punjab University Multan

 

ESP

 

13th March 2023

 

13th March 2023

36

 

Alkhair University Azaz Jammu Kashmir

 

ESP

 

14th April 2023

 

14th April 2023

37

 

The Institute of Art & Culture Lahore

 

ESP

 

14th April 2023

 

14th April 2023

38

 

The University of Sialkot

 

ESP

 

14th April 2023

 

14th April 2023

39

 

The International Institute of Science, Art & Technology Gujranwala

 

ESP

 

14th April 2023

 

14th April 2023

40

 

Preston University Islamabad

 

ESP

 

14th April 2023

 

14th April 2023

41

 

University of Gujrat

 

ESP

 

5th May 2023

 

5th May 2023

42

 

Punjab University of Technlogy Rasool mandi Bahauddin

 

ESP

 

5th May 2023

 

5th May 2023

43

 

Kohasar University Murree

 

ESP

 

11th May 2023

 

11th May 2023

44

 

Lahore Leads University, Lahore

 

ESP

 

11th May 2023

 

11th May 2023

45

 

University of Home Economics Lahore

 

ESP

 

19th May 2023

 

20th May 2023

46

 

Baba Guru Nanak University Faisalabad

 

ESP

 

19th May 2023

 

20th May 2023

47

 

Govt College Women University Faisalabad

 

ESP

 

19th May 2023

 

20th May 2023

48

 

University of Swat

 

ESP

 

29th May 2023

 

29th may 2023

 

 
47

Table of Contents

  

The list of ESP-IUCPSS Member Universities follows:

 

 

#

 

UNIVERSITY/Organization Name

 

AGREEMENT

WITH

 

DATE

 

LOGO AGREEMENT

SIGNED*

 

 

Federal Universities

 

 

 

 

 

 

1

 

COMSATS Institute of Information Technology

 

IUCPSS-ESP

 

15th October 2019

 

15th October 2019

2

 

Muslim Youth University

 

IUCPSS-ESP

 

15th October 2019

 

15th October 2019

3

 

University of Lahore

 

IUCPSS-ESP

 

15th October 2019

 

15th October 2019

4

 

Superior University Lahore

 

IUCPSS-ESP

 

15th October 2019

 

15th October 2019

5

 

Islamia University Bahawalpur

 

IUCPSS-ESP

 

15th October 2019

 

15th October 2019

6

 

University of Sargodha

 

IUCPSS-ESP

 

15th October 2019

 

15th October 2019

7

 

Bahria university Islamabad

 

IUCPSS-ESP

 

15th October 2019

 

15th October 2019

8

 

Ripah international university

 

IUCPSS-ESP

 

15th October 2019

 

15th October 2019

9

 

university of wah

 

IUCPSS-ESP

 

15th October 2019

 

15th October 2019

 

Universities of Balochistan

 

 

 

 

10

 

Sardar Bahadur Khan Women University

 

IUCPSS-ESP

 

15th October 2019

 

15th October 2019

11

 

University of Balochistan

 

IUCPSS-ESP

 

5th June 2022

 

5th June 2022

12

 

University of Turbat

 

IUCPSS-ESP

 

15th October 2019

 

15th October 2019

13

 

Al-Hamd Islamic University

 

IUCPSS-ESP

 

15th October 2019

 

15th October 2019

14

 

UET-Khuzdar

 

ESP

 

5th October 2021

 

5th October 2021

15

 

Lasbela University of Agriculture Water & Marine Sciences

 

ESP

 

10th October 2021

 

10th October 2021

16

 

Mir Chaker Khan Rind University Sibi

 

ESP

 

13th October 2021

 

13th October 2021

17

 

university of Gawadar

 

IUCPSS-ESP

 

3rd November 2021

 

3rd November 2021

18

 

Balochistan University of Information Technology, Engineering & Management Sciences

 

ESP

 

18th, March 2022

 

18th, March 2022

19

 

Balochistan Agriculture College Quetta

 

ESP

 

11th February 2022

 

11th February 2022

20

 

university of loralai

 

IUCPSS-ESP

 

15th October 2019

 

15th October 2019

 

Universities of Khyber Pakhtunkhwa

 

 

 

 

 

21

 

Abdul Wali Khan University Mardan

 

IUCPSS-ESP

 

15th October 2019

 

28th September 2021

22

 

Pak Austria Institute of Applied Sciences and Technology Mang

 

IUCPSS-ESP

 

15th October 2019

 

15th October 2019

23

 

Gomal University

 

IUCPSS-ESP

 

15th October 2019

 

15th October 2019

24

 

Institute of Management Sciences

 

IUCPSS-ESP

 

15th October 2019

 

15th October 2019

25

 

Preston University

 

IUCPSS-ESP

 

15th October 2019

 

15th October 2019

26

 

Shaheed Benazir Bhutto Women University

 

IUCPSS-ESP

 

15th October 2019

 

15th October 2019

27

 

The Islamia College, Peshawar

 

IUCPSS-ESP

 

15th October 2019

 

15th October 2019

28

 

University of Haripur

 

IUCPSS-ESP

 

15th October 2019

 

15th October 2019

29

 

University of Malakand

 

IUCPSS-ESP

 

15th October 2019

 

15th October 2019

30

 

KPK university of engineering and technology

 

IUCPSS-ESP

 

15th October 2019

 

15th October 2019

31

 

Iqra National University Peshawer

 

ESP

 

15th October 2019

 

15th October 2019

32

 

Bacha khan university

 

IUCPSS-ESP

 

15th October 2019

 

15th October 2019

33

 

Iqra National University Swat

 

ESP

 

15th October 2019

 

15th October 2019

 

Universities of Sindh

 

 

 

 

34

 

Benazir Bhutto Shaheed University Lyari

 

IUCPSS-ESP

 

15th October 2019

 

15th October 2019

35

 

Dadabhoy Institute of Higher Education

 

IUCPSS-ESP

 

15th October 2019

 

15th October 2019

36

 

Institute of Business Administration

 

IUCPSS-ESP

 

15th October 2019

 

15th October 2019

37

 

Iqra University

 

IUCPSS-ESP

 

15th October 2019

 

15th October 2019

38

 

Jinnah Sindh Medical University

 

IUCPSS-ESP

 

15th October 2019

 

15th October 2019

39

 

Newport Institute of Communications & Economics

 

IUCPSS-ESP

 

15th October 2019

 

15th October 2019

40

 

Preston University, Karachi

 

IUCPSS-ESP

 

15th October 2019

 

15th October 2019

41

 

Shah Abdul Latif University

 

IUCPSS-ESP

 

15th October 2019

 

15th October 2019

42

 

Shaheed Benazir Bhutto Dewan University

 

IUCPSS-ESP

 

15th October 2019

 

15th October 2019

43

 

Shaheed Zulfikar Ali Bhutto Institute of Science & Technology

 

IUCPSS-ESP

 

15th October 2019

 

15th October 2019

44

 

Sindh Madresatul Islam University

 

IUCPSS-ESP

 

15th October 2019

 

15th October 2019

45

 

Sir Syed University of Engineering & Technology

 

IUCPSS-ESP

 

15th October 2019

 

15th October 2019

46

 

University of Karachi

 

IUCPSS-ESP

 

15th October 2019

 

15th October 2019

47

 

University of Sindh

 

IUCPSS-ESP

 

15th October 2019

 

15th October 2019

48

 

Usman Institute of Engineering and Technology

 

IUCPSS-ESP

 

15th October 2019

 

15th October 2019

49

 

Agha khan university

 

IUCPSS-ESP

 

15th October 2019

 

15th October 2019

50

 

Habib university

 

IUCPSS-ESP

 

15th October 2019

 

15th October 2019

51

 

Isra university

 

IUCPSS-ESP

 

15th October 2019

 

15th October 2019

 

 
48

Table of Contents

  

 

 

 Universities of Punjab

 

 

 

 

 

52

 

Bahauddin Zakariya University

 

IUCPSS-ESP

 

19th October 2019

 

19th October 2019

53

 

Government College University, Lahore

 

IUCPSS-ESP

 

15th October 2019

 

15th October 2019

54

 

Government College for Women University

 

IUCPSS-ESP

 

15th October 2019

 

15th October 2019

55

 

Government College for Women University, Sialkot

 

IUCPSS-ESP

 

15th October 2019

 

15th October 2019

56

 

Islamia University

 

IUCPSS-ESP

 

15th October 2019

 

15th October 2019

57

 

Khawaja Freed University of Engineering & Information Technology

 

IUCPSS-ESP

 

15th October 2019

 

11th October 2021

58

 

Lahore College for Women University

 

IUCPSS-ESP

 

15th October 2019

 

15th October 2019

59

 

Minhaj University

 

IUCPSS-ESP

 

15th October 2019

 

15th October 2019

60

 

Muhammad Nawaz Shareef University of Agriculture

 

IUCPSS-ESP

 

5th October 2021

 

5th October 2021

61

 

Muhammad Nawaz Sharif University of Engineering & Technology

 

IUCPSS-ESP

 

15th October 2019

 

14th October 2021

62

 

The Women University

 

IUCPSS-ESP

 

15th October 2019

 

15th October 2019

63

 

University of Education

 

IUCPSS-ESP

 

15th October 2019

 

15th October 2019

64

 

University of Engineering & Technology

 

IUCPSS-ESP

 

15th October 2019

 

15th October 2019

65

 

University of Gujrat

 

IUCPSS-ESP

 

15th October 2019

 

15th October 2019

66

 

University of Lahore

 

IUCPSS-ESP

 

15th October 2019

 

15th October 2019

67

 

University of Sialkot, Sialkot

 

IUCPSS-ESP

 

15th October 2019

 

15th October 2019

68

 

Superior University

 

IUCPSS-ESP

 

15th October 2019

 

15th October 2019

69

 

COMSATS Institute of Information Technology, Lahore

 

IUCPSS-ESP

 

15th October 2019

 

15th October 2019

70

 

COMSATS Institute of Information Technology, Vehari

 

IUCPSS-ESP

 

15th October 2019

 

15th October 2019

71

 

COMSATS Institute of Information Technology, Sahiwal

 

IUCPSS-ESP

 

15th October 2019

 

15th October 2019

72

 

University of Sahiwal

 

IUCPSS-ESP

 

15th October 2019

 

15th October 2019

73

 

Ghazi University

 

IUCPSS-ESP

 

15th October 2019

 

15th October 2019

74

 

Government Sadiq College Women University

 

IUCPSS-ESP

 

15th October 2019

 

15th October 2019

75

 

University of Punjab-Lahore

 

IUCPSS-ESP

 

15th October 2019

 

15th October 2019

76

 

University of Okara

 

IUCPSS-ESP

 

15th October 2019

 

15th October 2019

77

 

Hajvary University

 

IUCPSS-ESP

 

15th October 2019

 

15th October 2019

78

 

Government College university Fasilabad

 

IUCPSS-ESP

 

15th October 2019

 

15th October 2019

79

 

University of Mianwali

 

IUCPSS-ESP

 

 

 

80

 

Islamia University Bahawalpur

 

ESP

 

17th June 2021

 

17th June 2021

81

 

University of Management & Technology Lahore

 

ESP

 

14h April 2021

 

14h April 2021

82

 

University of Central Punjab

 

ESP

 

14h April 2021

 

14h April 2021

83

 

University of Lahore

 

ESP

 

14h April 2021

 

14h April 2021

84

 

Superior University Lahore

 

ESP

 

14h April 2021

 

14h April 2021

85

 

University of Sargodha

 

ESP

 

16th July 202

 

16th July 202

86

 

University of Veterniray & Animal Sciences

 

ESP

 

16th July 2021

 

16th July 2021

87

 

Mirpur University of Science & Technology AJK

 

ESP

 

5th July 2022

 

5th July 2022

88

 

Minhaj University Lahore

 

ESP

 

28th July 2021

 

28th July 2021

89

 

Abdul Wali Khan University Mardan

 

IUCPSS-ESP

 

15th October 2019

 

28th September 2021

90

 

Muhammad Nawaz Shareef University of Agriculture

 

IUCPSS-ESP

 

15th October 2019

 

5th October 2021

91

 

Muhammad Nawaz Sharif University of Engineering & Technology

 

IUCPSS-ESP

 

15th October 2019

 

14th October 2021

92

 

Khawaja Freed University of Engineering & Information Technology

 

IUCPSS-ESP

 

15th October 2019

 

11th October 2021

93

 

University of Balochistan

 

IUCPSS-ESP

 

5th June 2022

 

5th June 2022

94

 

University of Turbat

 

IUCPSS-ESP

 

15th October 2019

 

15th December 2021

95

 

university of Gawadar

 

IUCPSS-ESP

 

3rd November 2021

 

3rd November 2021

96

 

Bacha Khan University Charsadda

 

ESP

 

16th September 2022

 

16th September 2022

97

 

Abasyn University

 

ESP

 

2nd February 2022

 

2nd February 2023

98

 

Talon University Lahore

 

ESP

 

29th January 2023`

 

29th January 2023`

99

 

Metropolitan University karachi

 

ESP

 

11th February 2023

 

10th Februaury 2023

100

 

Fast University Karachi

 

ESP

 

13th February 2023

 

13th February 2023

101

 

Usman Institute of Technology University Karachi

 

ESP

 

21st February 2023

 

21st February 2023

102

 

Benazir Bhutto Shaheed University Lyari Karachi

 

ESP

 

16th February 2023

 

16th February 2023

103

 

Shah Abdul Latif University Khairpur -Sindh

 

ESP

 

23rd February 2023

 

23rd February 2023

104

 

Bahauddin Zakariya University Multan

 

ESP

 

13th March 2023

 

13th March 2023

105

 

Mian Nawaz Shareef Agriculture University - Multan

 

ESP

 

13th March 2023

 

13th March 2023

106

 

ISP Institute of Southern Punjab University Multan

 

ESP

 

13th March 2023

 

13th March 2023

107

 

Alkhair University Azad Jammu Kashmir

 

ESP

 

14th April 2023

 

14th April 2023

108

 

The Institute of Art & Culture Lahore

 

ESP

 

14th April 2023

 

14th April 2023

109

 

The University of Sialkot

 

ESP

 

14th April 2023

 

14th April 2023

110

 

The International Institute of Science, Art & Technology Gujranwala

 

ESP

 

14th April 2023

 

14th April 2023

111

 

Preston University Islamabad

 

ESP

 

14th April 2023

 

14th April 2023

112

 

University of Gujrat

 

ESP

 

5th May 2023

 

5th May 2023

113

 

Punjab University of Technlogy Rasul mandi Bahauddin

 

ESP

 

5th May 2023

 

5th May 2023

114

 

Kohsar University Murree

 

ESP

 

11th May 2023

 

11th May 2023

115

 

Lahore Leads University, Lahore

 

ESP

 

11th May 2023

 

11th May 2023

116

 

University of Home Economics Lahore

 

ESP

 

19th May 2023

 

20th May 2023

117

 

Grunank University faisalabad

 

ESP

 

19th May 2023

 

20th May 2023

118

 

Govt College Women University Faisalabad

 

ESP

 

19th May 2023

 

20th May 2023

119

 

University of Swat

 

ESP

 

29th May 2023

 

29th may 2023

 

*  Date of separate agreement regarding creation (if applicable) and use of a logo for such university esports team. The Company intends to create logos for teams and then sell merchandise containing the logos. See "Business - Material Agreements."

 

 
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COMPETITION

 

Given that we will operate in the entertainment and on-line esports industries, we consider any type of discretionary leisure and entertainment provider to be a competitor with respect to the consumers’ time and disposable income.

 

The Pakistan esports industry is fragmented and in its early stages of development, but it is becoming increasingly competitive.

 

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

 

Our Competitive Strengths

 

We believe the following differentiates us from our competitors:

 

 

We are focused initially on university esports in Pakistan, a market segment that has only just begun to be commercialized.

 

 

We have obtained a license to certain rights to promote and commercialize university esports programs in association with IUCPSS in Pakistan as well as an additional 18 individual Universities

 

 

We have a management team with experience in university sports in Pakistan and India. This team introduced and organized the first competitive university esports events in India in 2017 and Pakistan in 2022.

 

TECHNOLOGY AND SERVICES REQUIRED

 

In order to conduct a tournament, we require internet gaming rooms where a match will be held. Rooms can be rented by obtaining a “room card” from various sources online. In addition, we must the select a streamer to provide the live and streaming of the esports event, a graphic designer to create branding and marketing materials for digital marketing and social media posts, a video editor to select the important play and make highlights of the event, adequate internet, either mobile phones for mobile esports tournaments or gaming computers, Xbox and/or playstations for LAN events, and casters to host and do commentary. All of the above can be obtained without undue difficulty for each sponsored event.

  

INTELLECTUAL PROPERTY

 

GAMER is an entertainment company, not a technology company, and any technology required in connection with our business will be licensed or purchased from third parties, at least initially. In the event we develop technology in the future, this technology will be patented.

 

The trade secrets, copyrights and trademarks of the Company’s business, such as user lists, logos, names of events and other designs and images are or will be registered and defended as appropriate.

 

RESEARCH AND DEVELOPMENT

 

GAMER has not initiated any R&D and has no current plans to do so. 

 

EMPLOYEES

 

As of December 31, 2022, GAMER and K2 Gamer had 7 full-time employees. The employees in Pakistan work a majority of their time to organize events for our operations in Pakistan. We are not a party to any collective bargaining agreement.

 

FACILITIES

 

We have no major facilities in the U.S. We rent space in Henderson, Nevada on a year-by-year basis for a current rent of approximately $500 per year. The lease is for one year and automatically renews unless a party notifies the other to the contrary. Our offices in Pakistan are located at H. No. 53, Street No. 02, Block #, ASC Colony Nowshera-24100, Khyber Pakhtunkhwa, Pakistan, and are provided by Muhammad Jamal Qureshi, CEO of K2 Gamer at no cost.  The estimated monetary value of the office space provided is $400 per month.

 

Our employees and consultants mostly work remotely and typically do not require office space. We believe our facilities are sufficient to meet our current needs and that additional suitable space is available as and when needed at reasonable rates. We do not own any real property.

 

 
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GOVERNMENT REGULATION

 

Prior to its independence in 1947, Pakistan was a part of the British empire and the laws promulgated during colonial days were based on principles of English law, which practice has continued. There currently are no Pakistani laws of which we are aware that are material to our business.  No laws in Pakistan directly regulate esports tournaments such as we provide. As in most countries, we are subject to and must comply with various Pakistan sales, use, occupancy, value-added and other tax laws, rules and regulations which relate to our services and products, as in place in each Pakistan jurisdiction, and as interpreted by the applicable taxing authorities. 

 

We may be subjected in the future to new laws adopted in one or more jurisdictions where we will be deemed to be doing business, which regulate esports and esports gaming, or sweep our esports gaming together with games of chance and forms of gambling which are then heavily regulated, taxed, or even outright banned.  We are not currently aware of any such contemplated laws that would affect our proposed business.

 

We believe our esports games to be fairly defined as competitive games of skill, timing, knowledge, experience, practice, attention and teamwork, but not games of chance or luck. We believe that “cash-based” tournaments involving games of skill should not be considered gambling because the generally accepted definition of gambling involves three specific things: (i) the award of a prize, (ii) paid-in consideration (meaning entrants pay to compete) and (iii) an outcome determined on the basis of chance.

 

Currently there are no laws in Pakistan or in other countries in South Asia which preclude us from the organization, commercialization and promotion of our esports tournaments and events.

 

Online gambling has gained significant scrutiny in Pakistan. Games of chance in Pakistan are considered gambling and are expressly prohibited. However, we do not intend to offer any facility for players to wager on the outcome of the games or events.

 

We are also subject to various U.S. and other foreign laws and regulations that affect our ability to organize and operate our planned mobile esports business. These laws and regulations, particularly in foreign markets, are often subject to extensive and evolving regulations that could change based on political and social norms and/or that could be interpreted in ways that could negatively impact our business.

 

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

 

We will have to comply with the Foreign Corrupt Practices Act (the “FCPA”) and other anti-corruption laws which generally prohibit U.S. companies and their intermediaries from making improper payments to foreign officials for the purpose of obtaining or retaining business. Violations of the FCPA and other anti-corruption laws can result in severe criminal and civil sanctions and other penalties.

 

We also expect to deal with significant amounts electronic financial transactions in our operations and will be subject to various reporting and anti-money laundering regulations.

 

We may also be subject to laws and regulations directed toward the gambling industry in general and specifically to online gambling.

 

In order to establish and grow our business, we will adhere to the government laws and regulations and recognized licenses that are required.

 

LEGAL PROCEEDINGS

 

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

 

MATERIAL AGREEMENTS

 

The material agreements summarized below are attached as exhibits to the Registration Statement of which this prospectus is a part. Such summaries by necessity do not include all provisions of such agreements, but rather are intended to fairly present the terms and conditions we believe to be material from a business and operating perspective.

 

 
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Agreements to Purchase 90% of K2 Gamer

 

In November 2022 we entered into agreements with the three owners of K2 Gamer to acquire 90% of K2Gamer.  Such acquisition was subject to approval by the Securities and Exchange Commission of Pakistan, which approval was received in July 2023. The purchase price for the shares is 900,000 PKR, or approximately $3,500 in U.S. dollars, representing the par value of such shares. The three selling owners, Muhammad Jamal Khan Qureshi, his wife Shifa Benish, and Anila Bashir, continue to own the remaining 10% of K2 Gamer. Mr. Qureshi has continued as CEO of K2 Gamer since the transfer.

 

ESP/IUCPPS Agreement

 

In April of 2022, ESP entered into a definitive agreement, termed a Memorandum of Understanding (“MOU”), with IUCPSS pursuant to which IUCPSS exclusively licensed to ESP all of its rights for the exploitation and monetization of esports and agreed to provide certain non-monetary assistance (but no cash compensation) in connection therewith. In addition to the on-air rights granted to ESP, IUCPSS also granted to it the right to monetize all other sponsorship rights in respect of esports games and events during the term. In consideration for such rights, ESP must contribute the sum of one million PKR (approximately $4,400) each year. The term is for ten years, with an automatic renewal of additional ten-year terms unless ESP gives notice that the term will not renew. However, either party can terminate the MOU upon 30 days’ notice to the other. ESP has the right to sublicense or assign its rights to an affiliate.

 

Assignment and Consulting Agreement Between ESP and K2 Gamer

 

Pursuant to an Assignment and Consulting Agreement effective as of January 1, 2022, ESP has assigned its esports rights under the MOU to K2 Gamer, but remains a holder of the rights. Each of ESP and K2 Gamer is entitled to the esports rights and responsible for the obligations of ESP pursuant to the MOU, but any exercise of the rights or obligations by ESP is subject to the approval of K2 Gamer. K2 Gamer has agreed to provide or cause to be provided funding necessary for the exploitation of rights and the engagement of employees and third parties authorized by K2 Gamer, as well as such compensation as is reasonably determined from time to time. The agreement shall continue until the termination of the MOU.

 

Logo Agreements

 

The Company usually seeks to have a university enter into a logo agreement with K2 Gamer or ESP.  The typical logo agreement with a university approves a specified team name, graphic design and corresponding colors for the team, specifies that K2 Gamer/ESP will be responsible for all expenses incurred in the creation, maintenance and commercial use of the logo, and will be entitled to retain the financial benefits related to the logo.  The rights granted are perpetual.

 

Agreement with Face Rebel, LLC

 

On December 29, 2022, GAMER entered into a consulting agreement with Face Rebel, LLC., to provide various services and support to GAMER, including creating marketing materials to promote GAMER and educate potential business partners about GAMER, research, copywriting, design & layout, photo color correction & manipulation, illustrations, revisions, and computer back-up of files. In addition, Face Rebel will assist GAMER’s IP attorney with the necessary materials to file US registrations and will assist outside vendors with artistic direction and files needed to complete their tasks. Final approved materials will be saved in PDF format to be distributed. Face Rebel will receive $16,000 per month commencing with the closing of this offering, 100% of which represents Mr. Fredriksen’s interest in the transaction. The agreement will continue until either party gives the other at least ten days’ prior written notice of termination. Face Rebel’s CEO, Keith Fredriksen, is Secretary and a director of GAMER.

 

Agreement with Pixel Colony, LLC

 

In February 2023 we entered into a binding Memorandum of Understanding with Pixel Colony, LLC pursuant to which Pixel will develop and maintain the GAMER Core Platform. The "GAMER Core Platform" is a web platform that will allow us to create customized profiles for schools and universities with whom we partner. The platform will accommodate for such schools to be engaged in many sports/e-sports, create custom sports / teams / player profiles, track and share custom events and event / player attributes. We are planning to also use the platform conduct championships/tournaments; host / stream online events, record/display game scores and player statistics and sell tickets and merchandise through the platform and leverage the audience and features into social interactions between the users as well and expand the platform. Pixel may utilize third party developers and hardware. Pixel will provide development services for the GAMER Core Platform, including without limitation ideation, architecture and development services and integration of third-party software. The parties will develop a mutually agreed upon set of features, budget and timeline. Pixel also will be available to provide ongoing development and maintenance to us under terms to be negotiated in good faith. We are obligated to set aside approximately $1.2 million to be deployed over a two-year period for the services of Pixel and any third party developers. There is no minimum payment that is guaranteed. Mr. Alexandrov has a 100% interest in this amount. Either party can terminate the agreement for cause upon 30 days prior written notice, unless the cause is cured within 30 days. Alexander Alexandrov, the CEO and co-founder of Pixel, will serve as Chief Technical Officer of GAMER on a part-time basis.

 

 
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Letter of Intent with Nick Venezia

 

In February 2023 we entered into a Letter of Intent with Nick Venezia and Social Outlier pursuant to which, subject to the negotiation and execution of a definitive agreement, we and they would form a new company (“Newco”) to design and implement data collection and evaluation, engine and platform focused on the Pakistan population. Newco would be 80% owned by the Company and 20% owned by Mr. Venezia and Social Outlier, and the Company would make a financial commitment to Newco in the aggregate amount of $200,000, payable in four quarterly installments of $50,000 beginning upon the latter of when a definitive agreement is signed or the completion of this offering by the Company. Mr. Venezia will serve as Chief Technical Data Officer of the Company on a part-time basis.

 

Spivak Management Inc. Consulting Agreement

 

Pursuant to an agreement dated December 1, 2022, we have agreed to pay to Spivak Management Inc. (“SMI”) $240,000 for business consulting services previously rendered by SMI. The amount is payable monthly beginning in January 2023 in an amount of $6,000 per month, subject to increase if another consultant to GAMER receives a greater monthly fee. Furthermore, the entire balance will become due and payable within ten days after any class of GAMER securities becomes publicly traded.

 

Kurt Warner Consulting Agreement

 

In February 2023 we entered into an agreement with Kurt Warner for his assistance, as an officer, director or other position with the Company, as shall be mutually agreed, commencing on the first of the month after completion of this offering and continuing for two years for his services, Mr. Warner will receive $5,000 per month for two years, commencing upon completion of this offering. Mr. Warner was inducted into the National Football League Hall of Fame with the class of 2017, and is one of our early investors. Kurt won two NFL MVP awards, one Super Bowl Championship with the St. Louis Rams in 2000 and led the Rams to another Super Bowl two years later and then led the Arizona Cardinals to their first Super Bowl at the end of the 2009 season. He also was named to the Pro Bowl four times.

 

Loan by SII

 

In February 2023 SII loaned $260,000 to the Company to enable the Company to pay costs primarily related to the structuring of the Company and to this offering. The loan bears eight percent simple interest per annum. Principal and interest are due at the earlier of (i) within thirty (30) days after the completion of this offering or (ii) December 31, 2023.  The entire principal amount and all accrued interest was outstanding as of the date of this prospectus.

 

Loan by Richard Whelan

 

Richard Whelan has loaned $10,750 to the Company in the fourth quarter of 2022 and an additional $75,000 in first quarter of 2023.  The loans do not accrue interest and are payable on demand.  There is no written loan document with respect to these loans. The entire principal amount was outstanding as of the date of this prospectus.

 

MANAGEMENT

Directors and Executive Officers

 

The following table sets forth the names and ages of all of our directors and executive officers as of December 31, 2022. Our officers are appointed by, and serve at the pleasure of, the Board of Directors.

 

Unless otherwise stated, the mailbox address of our directors and executive officers is in care of our company, 35 E Horizon Ridge Pkwy, Suite 110-481, Henderson, NV 89002–7906.

 

Name

 

Age

 

Position

 

 

 

James Knopf

 

 

58

 

CEO, President, Director

Hemant Jain

 

 

58

 

Chief Financial Officer

Keith Fredriksen

 

 

58

 

Secretary, Director

Sunday Zeller

 

 

55

 

Director

Michael Lang

 

 

62

 

Director

Marco Welch

 

 

68

 

Director

Muhammad Jamal Qureshi

 

 

41

 

CEO and Director of K2 Gamer

  

 
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The following are biographical summaries of those individuals who serve as our executive officers and directors:

 

James Knopf, CEO, President, Director. Mr. Knopf, age 58, is an entertainment sales executive with over 25 years of experience negotiating and selling large-scale content distribution deals across multiple platforms (TV, digital, mobile and OTT).

 

For the past seven years Mr. Knopf has been the founder/CEO of his own entertainment and media consulting firm called Pinstripe Entertainment Consulting. The firm works with studios, networks and production companies to help monetize their content for broadcast television, cable TV, digital media, mobile and connected television (CTV and OTT). Mr. Knopf and his firm also worked with ESPN to produce the first-ever NCAA College Esports Championship in 2019 that was streamed on ESPN3. Mr. Knopf earned his BS in sports management from the University of Massachusetts and completed two semesters of his MBA at the University of Colorado. He is a director of Mobile Global Esports, Inc. Mr. Knopf’s experience in management, the entertainment industry, and working with media led to the conclusion that he would be an excellent director of the Company.

 

Hemant Jain, CFO. Mr. Jain, age 58, is the founder of Hemant & Co., Chartered Accountants, located in Mumbai. Mr. Jain became a registered member of the Institute of Chartered Accountants, of India (member # 042528), in 1989, the same year he founded Hemant & Co. Hemant & Co (firm #103630W) has an extensive client base ranging from commercial organizations to service sector organizations. Hemant an ardent finance professional who is well versed in tax laws, commercial laws, company law, accounting and auditing standards, management Consultancy, information system audit, information system consulting, mergers and acquisitions, risk management, representative offices etc. and providing services to the wide spectrum of clientele of the firm. Hemant & Co has a competent pool of professionals like Company Secretaries , IT Professionals, Lawyers and Cost Accountants. Mr. Jain’s accounting background justified his being a director of the Company.

 

Keith Fredriksen, Secretary, Director. Mr. Fredriksen, age 58, has created marketing materials that have assisted in raising over $207 million for start-up companies. Mr. Fredriksen co-founded SII in 2010 and continues as a director. Mr. Fredriksen also currently serves as a director for the only pro basketball league in India. Mr. Fredriksen has been directly involved in four successful Initial Public Offerings, (Quepasa.com, Inc., Orlando Predators Entertainment, Inc., Gum Tech International, Inc., later purchased by Wrigley Gum and in July 2022, Mobile Global Esports, Inc.). Mr. Fredriksen has over 32 years of experience in the Graphic Design field. Mr. Fredriksen’s background with public companies and in marketing have supported his being selected to serve on the Board of Directors of the Company.

 

Sunday Zeller, Director. Ms. Zeller, age 55, has been a marketing consultant in branding and positioning start-up enterprises for over 23 years and has worked exclusively for the Company during the previous six years. From the Company’s founding and until May 2013, Ms. Zeller also served as co-chief executive officer. January 2007 through June 2008 and as President from June 2008 through June 2009. Ms. Zeller co-founded Sports Industry of India in 2010 and continued as a director until August 2023. SII has raised almost $40 million to develop sports in India. From 2010 until May 2013, she served as its president. Ms. Zeller previously was the founder and a director of PeopleJar, Inc. and served PeopleJar as a Vice President from Ms. Zeller currently serves as a director for the only pro basketball league in India. She graduated from Arizona State University with a Bachelor of Science degree in counseling. Ms. Zeller’s background with Sports Industry of India and marketing experience have supported her being a director of the Company.

 

Michael Lang, Director. Mr. Lang, age 62, co-founded in 2003 and remains COO and a director of Kaleidoscope Secure Data Systems Inc., Palatine, IL, an encryption and authentication software company.  Mr. Lang previously was a professional basketball player, playing for Mazda Auto in the Japan Basketball League as well as Grenoble in the France Professional Basketball League. From 1989 to 2009, Mr. Lang was the President of JML TRADING, Chicago. Mr. Lang was a Market maker in Short and Long Term Treasury products on the trading floor at the Chicago Mercantile Exchange and provided liquidity to buying/selling activities on the floor. In 2003, Mr. Lang co-founded, and remains COO and a director of the company.

 

Mr. Lange is also the Founder and Co-Chair of the James P. Lang Scholarship Fund, formed in 1999. The scholarship fund provides college tuition assistance to children from single parent homes. To date, the fund has raised over $650,000 for scholarships to over 75 deserving children. Mr. Lang holds a BS in Business/Marketing from Pennsylvania State University. Mr. Lang’s general business experience and in particular his broker-dealer experience makes him a valuable member of the Board of Directors of the Company.

 

 
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Marco Welch, Director. Mr. Welch, age 68, has been the Chairman of Mobile Global Esports, Inc. since 2021. Mr. Welch has over 30 years of investment banking experience and was the owner of the commodities firm, BD Alpha3 Corp., where he has served as a consultant for more than the past five years. As a specialist on the Chicago Stock Exchange, he held Series 3, 7 and 63 licenses. In addition, he was CMO for Cabrera Capital, where he marketed a $10 billion bond deal for the State of Illinois. This was the largest bond deal in the state’s history. Previously, he was CMO for Medtech Detect. Mr. Welch was classically trained at The Chicago Conservatory College.

 

Muhammad Jamal Qureshi, CEO and Director, K2 Gamer. Mr. Qureshi, age 41, is the CEO and MD of Elite Football League Pakistan Pvt Ltd., a subsidiary of ESP. He earned his BA in economics/political science from Peshawar University, a senior diploma and MSc in health and physical education from Gomal University, an MSc in economics from the University of Peshawar and an MBA from Northern University. He has served on the Pakistan Rugby Union’s international tours and as an official of the Union at the Commonwealth Games in India. He currently receives a salary of $2,000 per month, which will be increased after the completion of this offering to $6,000 per month.

  

Key Part-time Personnel

 

Alexander Alexandrov, Chief Technical Officer. Mr. Alexandrov is a Los-Angeles based director and cinematographer with a global clientele, including Lexus, Harley-Davidson, Ford, Land Rover Toyota, DeLorean, Tiffany, Vogue, Nikon, Sony, Nike SB, Columbia, UniQlo, Marc Jacobs, Alexander McQueen, Smirnoff, Beats by Dre, Amazon, Mercedes-Benz and many others. He has been self-employed as a director and cinematographer since 2008. Several of these clients have focused their campaigns on esports events. Feature films in which Mr. Alexandrov was the director of photography have premiered at TIFF, Tribeca, SXSW and the LA Film Festival. Alexander Alexandrov earned a Bachelor of Science degree in Math and Computer Science Magna Cum Laude in 2003 from Alcorn State University. From 2003 through 2006, he developed a web IT system for Moveable Cubicle, which rented shipping containers and was headquartered in Youngsville, (Raleigh) North Carolina. In November, 2006 Alex founded PeopleJar Inc. PeopleJar Inc. was a start-up software and website development company. Mr. Alexandrov and Mr. Venezia will oversee cybersecurity risk management and report to the Board regarding the same.

 

Nick Venezia, Chief Technical Data Officer. Nicholas (Nick) Venezia has spent the last decade working with clients from various industries, including finance, government, technology, entertainment, non-profit, luxury, Fortune 500, Global 100, and more. Along the way, he has built digital assets that convert directly into increased profit margins. Nick uses complex scientific formulas and analytical mathematics to create unique algorithms and toolsets that guarantee revenue for his clients. Nick is a mathematician, social data architect, and early contributor to digital-marketing teams at Twitter, LinkedIn, and Snapchat. He is the founder and CEO of Social Outlier, and co-founder + Chief Data Officer at DeepPod. Nick is a graduate of Loyola Marymount University and a CFA candidate. He began his career as a registered representative of the North American Securities Administrators Association (NASAA). Mr. Venezia and Mr. Alexandrov will oversee cybersecurity risk management and report to the Board regarding the same.

 

Board of Advisors

 

The Company maintains a Board of Advisors, whose members do not vote on Company matters, but lend advice to the Company’s Board of Directors and its Executive Officers. Members on its Advisory Board are as follows:

 

Kenin M. Spivak, Advisor. Mr. Spivak, age 64, has closed a broad range of complex transactions and led companies with operations in more than 30 countries, including serving as CEO of a NewsCorporation affiliate, and a wireless technology company, principal operating officer of a major studio (MGM/UA), and an officer and director of Merrill Lynch’s media and entertainment partnerships. He has significant experience in North America, Europe, India, Asia and the Middle East. Mr. Spivak is founder, chairman and chief executive officer of SMI Group LLC, a principal in, and advisor to, cross-border businesses. He also is chairman and chief executive officer of SMI Capital Markets LLC, an SEC-registered, FINRA-licensed U.S. broker-dealer engaged in investment banking activities, and chairman of companies engaged in biofuels, real estate and mineral financing. Mr. Spivak is a stockholder of, and advisor to, a number of companies affiliated with SII. Mr. Spivak received an AB, MBA and law degrees from Columbia University, each with honors. Mr. Spivak is a U.S. citizen.

 

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

 

Pranav Prabhu, Advisor. Mr. Prabhu, age 31, is the VP Operations of K2 Gamer. Mr. Prabhu joined Elite Sports India Pvt. Ltd. four years ago as senior business development manager and was promoted to VP operations in 2018. He was promoted to chief operating officer of Sports Industry of India in 2019, where he has operational oversight and budgetary supervision for multiple locations in India. He has developed the quarterly business plans and the sales and marketing strategies. He earned his MPEd from Chandrashekhar Agashe College of Physical Education (CACPE) in Pune, his BPEd from Vidyadhiraja College of Physical Education and Research (VCPER) in Navi Mumbai and his BA from Rizvi College in Mumbai.

 

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

 

 
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Phil Ofili, Advisor. Mr. Ofili is the partnership sales manager-global partnership solutions for the Phoenix Suns. Prior to that, Mr. Ofili was manager of sports and entertainment business development for Navigate. In this role developed business partnerships with ESPN, Fox Sports, AB-InBev, PepsiCo, the NFL and the NBA. Mr. Ofili earned his BS in management at the U.S. Air Force Academy and his MBA from Arizona State University. He served in the Air Force for five years, including responsibility as a procurement director for Air Force operations in Kabul, Afghanistan. In addition, he has been involved with Special Olympics Arizona, the Fiesta Bowl Committee and Junior Achievement.

 

GAMER’s Team in Pakistan

 

The following are names and titles of individuals Employed with the ESP, who are with GAMER and are based in Pakistan:

 

Ms. Shifa Benish, Vice President North

Ms. Anila Bashir, Vice President South

Akmal Khilji, Regional Sports Coordinator

M. Ahmad Moud, Graphic Designer 

 

Director Independence

 

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

 

Our board of directors undertook a review of the composition of our board of directors and its committees and the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our board of directors has determined that Sunday Zeller, Michael Lang and Marco Welch are independent as defined under the Nasdaq Rules.

 

 
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Committees of the Board of Directors

 

Audit Committee. Our audit committee consists of three independent members. The members of the audit committee are Sunday Zeller, Michael Lang and Marco Welch. Mr. Welch is the chairperson of the audit committee. The audit committee consists exclusively of directors who are financially literate.

 

The audit committee responsibilities include:

 

 

Overseeing the compensation and work of and performance by our independent auditor and any other registered public accounting firm performing audit, review or attestation services for us;

 

 

Engaging, retaining and terminating our independent auditor and determining the terms thereof;

 

 

Assessing the qualifications, performance and independence of the independent auditor;

 

 

Evaluating whether the provision of permitted non-audit services is compatible with maintaining the auditor’s independence;

 

 

Reviewing and discussing the audit results, including any comments and recommendations of the independent auditor and the responses of management to such recommendation;

 

 

Reviewing and discussing the annual and quarterly financial statements with management and the independent auditor;

 

 

Producing a committee report for inclusion in applicable SEC filings;

 

 

Reviewing the adequacy and effectiveness of internal controls and procedures;

 

 

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

 

 

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

 

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

 

 

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

 

 

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

 

 

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

 

 

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

 

 

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

 

 
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Nominating and Governance Committee. The nominating and governance committee consists of three independent directors. The members of the nominating and governance committee are Sunday Zeller, Michael Lang and Marco Welch. Ms. Zeller is the chairperson of the nominating and governance committee. The committee’s responsibilities include:

 

 

Recommending persons for election as directors by the stockholders;

 

 

Recommending persons for appointment as directors to the extent necessary to fill any vacancies or newly-created directorships;

 

 

Reviewing annually the skills and characteristics required of directors and each incumbent director’s continued service on the board;

 

 

Reviewing any stockholder proposals and nominations for directors;

 

 

Advising the board of directors on the appropriate structure and operations of the board and its committees;

 

 

Reviewing and recommending standing board committee assignments;

 

 

Developing and recommending to the board Corporate Governance Guidelines, a Code of Business Conduct and Ethics and other corporate governance policies and programs and reviewing such guidelines, code and any other policies and programs at least annually;

 

 

Making recommendations to the board as to the determination of director independence; and

 

 

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

 

The Nominating and Governance Committee will consider stockholder recommendations for candidates for the board of directors.

 

Our bylaws provide that, in order for a stockholder’s nomination of a candidate for the board to be properly brought before an annual meeting of the stockholders, the stockholder’s nomination must be delivered to the Secretary of the Company no later than 120 days prior to the one-year anniversary date of the prior year’s annual meeting.

 

Code of Business Conduct and Ethics

 

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

 

EXECUTIVE COMPENSATION

 

The following table shows the compensation awarded to or earned from November 23, 2021, our date of organization, through December 31, 2022 by our executives. We do not have any officers who received compensation. Once the Company has raised capital from this offering, the board of directors intends to carry on negotiations with the executive officers to set mutually acceptable salaries and benefit programs, scaled to milestones for performance. The terms for such compensation have not been established at this date.

 

Name and Principal Position

 

Year

 

Salary

($)

 

 

All Other

Compensation

 

 

Total

 

James Knopf, CEO, President

 

2022

 

$ 0

 

 

$ 0

 

 

$ 0

 

Alexander Alexandrov, Chief Technical Officer

 

2022

 

$

*

 

 

$

*

 

 

$

*

 

Hemant Jain, CFO

 

2022

 

$ 0

 

 

$ 0

 

 

$ 0

 

All Others

 

2022

 

$ 0

 

 

$ 0

 

 

$ 0

 

 

*Mr. Alexandrov served as CEO of GAMER from September 1, 2022 until September 30, 2022, when he voluntarily stepped down. For his substantial services when serving as CEO, Mr. Alexandrov received $35,000. 

 

 
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CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS

 

Our audit committee charter provides that our audit committee will be responsible for reviewing and approving any related-party transaction. This will cover, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act, any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships in which we were or are to be a participant, where the amount involved exceeds $10,000 and a related person had or will have a direct or indirect material interest, including, without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person.

 

The audit committee reviewed and approved  each of the following: (i) the consulting agreement between the Company and Face Rebel, of which Keith Fredriksen, our Secretary and a Director, is the CEO and controlling owner; information regarding this transaction is provided under “Business – Material Agreements”; (ii) the agreement with Pixel Colony, LLC, of which Alexander Alexandrov, our former CEO, is CEO and co-founder; information regarding this transaction is provided under “Business – Material Agreements;” (iii) the loan to the Company from SII, whose directors include Keith Fredriksen, our Secretary and a Director; information regarding this transaction is provided under “Business – Material Agreements;” a (iv) the loans to the Company from Richard Whelan, a stockholder of the Company; information regarding this transaction is provided under “Business – Material Agreements;” and (v) the providing of offices in Pakistan by the Muhammad Jamal Qureshi, CEO of K2 Gamer at no cost; the estimated monetary value of the office space provided is $400 per month.

 

PRINCIPAL STOCKHOLDERS

 

The following table lists, as of August 31, 2023, the number of shares of our common stock that are beneficially owned by:

 

 

(i)

each person or entity known to us to be the beneficial owner of more than 5% of the outstanding common stock;

 

(ii)

each named executive officer and director of our Company; and

 

(iii)

all executive officers and directors as a group.

 

Information relating to beneficial ownership of common stock by our principal stockholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to dispose of or direct the disposition of the security. The person is also deemed to be a beneficial owner of any security, of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

 

The percentages of common stock prior to the offering are calculated based on 23,879,319 shares of our common stock issued and outstanding as of the date of this prospectus. Percentages of common stock after the offering are calculated based on 25,379,319 shares of common stock issued and outstanding after this offering (assuming no exercise of the over-allotment option).

 

Unless otherwise indicated, we believe that each person named in the table below has sole voting and investment power with respect to all shares of common stock beneficially owned by them.

 

 
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Name and Address of Beneficial Owner (1)

 

Shares Beneficially Owned Prior to Offering

 

 

% Owned Prior to Offering (2)

 

 

% Owned After Offering (3)

 

5% Stockholders

 

 

 

 

 

 

 

 

 

Keith Fredriksen (4)

 

 

1,699,667

 

 

 

7.1 %

 

 

6.7 %

Cole Mott

 

 

1,645,909

 

 

 

6.9 %

 

 

6.5 %

Richard Whelan

 

 

2,110,745

 

 

 

8.8 %

 

 

7.5 %

 

 

 

 

 

 

 

 

 

 

 

 

 

Named Executive Officers and Directors

 

 

 

 

 

 

 

 

 

 

 

 

James Knopf

 

 

200,000

 

 

*

 

 

*

 

Hemant Jain

 

 

0

 

 

*

 

 

*

 

Keith Fredriksen (4)

 

 

1,699,667

 

 

 

7.1 %

 

 

6.7 %

Sunday Zeller 

 

 

733,000

 

 

 

3.1 %

 

 

2.9 %

Michael Lang

 

 

10,000

 

 

*

 

 

*

 

Marco Welch

 

 

10,000

 

 

*

 

 

*

 

Muhammad Jamal Qureshi

 

 

100,000

 

 

*

 

 

*

 

All executive officers and directors as a group (7 individuals) (4)

 

 

2,752,667

 

 

 

11.5 %

 

 

10.8 %

*       Less than 1%

 

 

 

 

 

 

 

 

 

 

 

 

  

(1)

Unless otherwise specified, the address of each of the persons set forth below is in care of GAMER, at the address of 35 E Horizon Ridge Parkway, Suite 110-481, Henderson, NV 89002-7906.

(2)

Based on 23,879,319 shares.

(3)

Based on 25,379,319 shares and assumes that (i) the Selling Stockholders have sold their Selling Stockholder Shares and (ii) the named person has not sold any shares pursuant to Rule 144. 

(4)

Includes 866,667 shares owned by Face Rebel, LLC, of which Mr. Fredriksen is manager and sole member. 

 

 
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DESCRIPTION OF CAPITAL STOCK

 

In this offering, we are offering 1,700,000 shares of our common stock. The material terms and provisions of our common stock are described here.

 

Authorized Capital Stock

 

We are currently authorized to issue up to 110,000,000 shares of capital stock consisting of 100,000,000 shares of common stock, par value $0.0001 per share. As of August 31, 2023, there were 23,879,319 shares of common stock outstanding. We are also authorized to issue up to 10,000,000 shares of Preferred Stock. No Preferred Stock has been issued.

 

Common Stock

 

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

 

Holders of our common stock are entitled to receive such dividends as may be declared by our board of directors out of funds legally available and, in the event of liquidation, to share pro rata in any distribution of our assets after payment of liabilities. Our board of directors is not obligated to declare a dividend. It is not anticipated that dividends will be paid in the foreseeable future.

 

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

 

Preferred Stock

 

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

 

 
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Warrants

 

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

 

Authorized but Unissued Shares

 

Our authorized but unissued shares of common stock and Preferred Stock will be available for future issuance without stockholder approval, except as may be required under the listing rules of any stock exchange on which our common stock is then listed. We may use additional shares for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans. The existence of authorized but unissued shares of common stock and Preferred Stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

 

Limitation on Directors’ Liability

 

The Delaware General Corporation Law (“DGCL”) limits or eliminates the personal liability of directors to corporations and their stockholders for monetary damages for breaches of directors’ fiduciary duties as directors. Our Bylaws include provisions that require the company to indemnify our directors or officers against monetary damages for actions taken as a director or officer of our Company. We are also expressly authorized to carry directors’ and officers’ insurance to protect our directors, officers, employees and agents for certain liabilities. Our Certificate of Incorporation limits the personal liability of directors to the fullest extent permitted by the DGCL.

 

The limitation of liability and indemnification provisions under the DGCL and our Bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. However, these provisions do not limit or eliminate our rights, or those of any stockholder, to seek non-monetary relief such as injunction or rescission in the event of a breach of a director’s fiduciary duties. Moreover, the provisions do not alter the liability of directors under the federal securities laws. In addition, your investment may be adversely affected to the extent that, in a class action or direct suit, we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

 

The Nasdaq Capital Market Listing

 

Our common stock is expected to trade on The Nasdaq Capital Market under the symbol “GPAK” once we receive regulatory approval.

 

Transfer Agent

 

The transfer agent and registrar for our common stock is VStock Transfer, LLC, and its address is 18 Lafayette Place, Woodmere, New York 11598.

 

 
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SELLING STOCKHOLDERS

Selling Stockholder Sales

 

We have agreed to register for possible resale up to 10% of the common stock held by each of our stockholders of record as of December 31, 2022 other than those stockholders who are employed by our underwriter and those who have advised us that they do not wish to have any of their shares registered for resale. The Selling Stockholders are identified in the table below and are offering up to an aggregate of 1,706,329 shares of our common stock, which are referred to herein as the “Selling Stockholder Shares.”

 

The Selling Stockholders may sell some, all, or none of the Selling Stockholder Shares. We currently have no agreements, arrangements, or understandings with the Selling Stockholders regarding the sale of any of the Selling Stockholder Shares. Unless otherwise indicated in the footnotes to the table below, no Selling Stockholder has had any material relationship with us or any of our affiliates within the past three years other than as a security holder.

 

We have prepared the following table based on written representations and information furnished to us by or on behalf of the Selling Stockholders. Since the date on which the Selling Stockholders provided this information, the Selling Stockholders may have sold, transferred, or otherwise disposed of all or a portion of their securities in a transaction exempt from the registration requirements of the Securities Act. Unless otherwise indicated in the footnotes to the table below, we believe that (i) none of the Selling Stockholders are broker-dealers or affiliates of broker-dealers, and (ii) no Selling Stockholder has direct or indirect agreements or understandings with any person to distribute their Selling Stockholder Shares. To the extent any Selling Stockholder identified below is, or is affiliated with, a broker-dealer, it could be deemed, individually, but not severally, to be an “underwriter” within the meaning of the Securities Act. Information about the Selling Stockholders may change over time.

 

The following table presents information regarding the Selling Stockholders and the Selling Stockholder Shares that each may offer and sell from time to time under this prospectus. The table reflects their respective holdings as of July 31, 2023, unless otherwise noted in the footnotes to the table. Beneficial ownership is determined according to the rules of the SEC and generally means that a person has beneficial ownership of a security if he, she, or it possesses sole or shared voting or investment power of that security, including notes that are currently convertible or convertible within 60 days of July 31, 2023 and warrants that are currently exercisable or exercisable within 60 days of July 31, 2023. Shares issuable pursuant to convertible notes and warrants are deemed outstanding for computing the percentage of the person holding such convertible notes and warrants but are not deemed outstanding for computing the percentage of any other person. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons named in the table below have sole voting and investment power with respect to all shares of common stock shown that they beneficially own, subject to community property laws where applicable. The information does not necessarily indicate beneficial ownership for any other purpose.

 

Our calculation of the number of shares and percentage of beneficial ownership prior to this offering is based on 23,879,319 shares of common stock outstanding as of July 31, 2023. Our calculation of the number of shares and percentage of beneficial ownership after this offering is based on 25,579,319 shares of common stock outstanding after the closing of this offering, assuming no exercise of the underwriters’ option to purchase additional shares of our common stock.

 

 

 

Shares Beneficially Owned

 

 

 Shares Being

 

 

Shares Beneficially Owned

 

 

 

Prior to the Offering

 

 

Offered

 

 

After the Closing (1)

 

Name of Selling Stockholder

 

Number

 

 

Percent

 

 

Number

 

 

Number

 

 

Percent

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aater, Abdul Muqeet

 

 

4,000

 

 

*

 

 

 

400

 

 

 

3,600

 

 

*

 

Ahlers, Kathleen

 

 

150,000

 

 

*

 

 

 

15,000

 

 

 

135,000

 

 

*

 

Ahlers, J. Dieter

 

 

30,000

 

 

*

 

 

 

3,000

 

 

 

27,000

 

 

*

 

Ahlers, Dieter K. and Kathleen A. Rev. Living Trust, J.

 

 

150,000

 

 

*

 

 

 

15,000

 

 

 

135,000

 

 

*

 

Ahmad, Dr. Sheeraz

 

 

4,000

 

 

*

 

 

 

400

 

 

 

3,600

 

 

*

 

Alexandrov, Alexander

 

 

100,000

 

 

 

 

 

10,000

 

 

 

90,000

 

 

 

Amos, Kyle

 

 

10,000

 

 

*

 

 

 

1,000

 

 

 

9,000

 

 

*

 

Angyalfy Family Trust

 

 

75,000

 

 

*

 

 

 

7,500

 

 

 

67,500

 

 

*

 

Anthony, Chris

 

 

33,333

 

 

*

 

 

 

3,333

 

 

 

30,000

 

 

 

AVS Investments LLC

 

 

20,000

 

 

*

 

 

 

2,000

 

 

 

18,000

 

 

*

 

Bashir, Anila

 

 

4,000

 

 

*

 

 

 

400

 

 

 

3,600

 

 

*

 

Bears LLC

 

 

170,000

 

 

*

 

 

 

17,000

 

 

 

153,000

 

 

*

 

Benish, Shifa

 

 

4,000

 

 

*

 

 

 

400

 

 

 

3,600

 

 

*

 

Benjamin, Jane

 

 

1,000

 

 

*

 

 

 

100

 

 

 

900

 

 

*

 

Benson, Kiki

 

 

200,000

 

 

*

 

 

 

20,000

 

 

 

180,000

 

 

*

 

Bhandarkar, Dr. Madhu V.

 

 

10,000

 

 

*

 

 

 

1,000

 

 

 

9,000

 

 

*

 

Bhandarkar, Sunny

 

 

100,000

 

 

*

 

 

 

10,000

 

 

 

90,000

 

 

*

 

Bogaski, Joe

 

 

30,000

 

 

*

 

 

 

3,000

 

 

 

27,000

 

 

*

 

Bradshaw Capital LLC

 

 

35,000

 

 

*

 

 

 

3,500

 

 

 

31,500

 

 

*

 

Brescia Investment

 

 

50,000

 

 

*

 

 

 

5,000

 

 

 

45,000

 

 

*

 

Brower, Meagan

 

 

100,000

 

 

*

 

 

 

10,000

 

 

 

90,000

 

 

*

 

Brown, Eric

 

 

10,000

 

 

*

 

 

 

1,000

 

 

 

9,000

 

 

*

 

Burns, James A. and Lynn

 

 

85,000

 

 

*

 

 

 

8,500

 

 

 

76,500

 

 

*

 

Butler, Gregory

 

 

60,000

 

 

*

 

 

 

6,000

 

 

 

54,000

 

 

*

 

Candelora, Robert

 

 

150,000

 

 

*

 

 

 

15,000

 

 

 

135,000

 

 

*

 

Chang, Martha

 

 

60,000

 

 

*

 

 

 

6,000

 

 

 

54,000

 

 

*

 

Clawson, Robert

 

 

733,000

 

 

 

3.1 %

 

 

73,300

 

 

 

659,700

 

 

 

2.6 %

Clear Think Capital Partners LLC

 

 

50,000

 

 

*

 

 

 

5,000

 

 

 

45,000

 

 

*

 

Daddio Trust/Domenico Daddio TTEE

 

 

50,000

 

 

*

 

 

 

5,000

 

 

 

45,000

 

 

*

 

David Welch S/D Trust DTD 2/19/1985

 

 

600,000

 

 

 

2.5 %

 

 

60,000

 

 

 

540,000

 

 

 

2.1 %

DelGreco, Bryan Ralph

 

 

17,500

 

 

*

 

 

 

1,750

 

 

 

15,750

 

 

*

 

   

 

 
64

Table of Contents

 

Deol, Phil

 

 

25,000

 

 

*

 

 

 

2,500

 

 

 

22,500

 

 

*

 

Dix, Brent

 

 

100,000

 

 

*

 

 

 

10,000

 

 

 

90,000

 

 

*

 

Drago, Carl

 

 

20,000

 

 

*

 

 

 

2,000

 

 

 

18,000

 

 

*

 

Dubeau, Carol

 

 

20,000

 

 

*

 

 

 

2,000

 

 

 

18,000

 

 

*

 

Duenas, Joseph

 

 

1,000

 

 

*

 

 

 

100

 

 

 

900

 

 

*

 

Dunigan, Mathew Wayne

 

 

12,500

 

 

*

 

 

 

1,250

 

 

 

11,250

 

 

*

 

Elliston, Gary

 

 

1,050,000

 

 

 

4.4 %

 

 

105,000

 

 

 

945,000

 

 

 

3.7 %

Farney, David

 

 

1,000

 

 

*

 

 

 

100

 

 

 

900

 

 

*

 

Foreman, Janice

 

 

100,000

 

 

*

 

 

 

10,000

 

 

 

90,000

 

 

*

 

Fox, Katherine

 

 

100,000

 

 

*

 

 

 

10,000

 

 

 

90,000

 

 

*

 

Gannett Trust

 

 

50,000

 

 

*

 

 

 

5,000

 

 

 

45,000

 

 

*

 

Ghare, Kaustubh

 

 

10,000

 

 

*

 

 

 

1,000

 

 

 

9,000

 

 

*

 

Ginn, Michael C. and Laura L.

 

 

50,000

 

 

*

 

 

 

5,000

 

 

 

45,000

 

 

*

 

Goldstein, Jason

 

 

30,000

 

 

*

 

 

 

3,000

 

 

 

27,000

 

 

*

 

Greeny Legacy LLC

 

 

500,000

 

 

 

2.1 %

 

 

50,000

 

 

 

450,000

 

 

 

1.8 %

Hintzen, Cheryl

 

 

50,000

 

 

*

 

 

 

5,000

 

 

 

45,000

 

 

*

 

Hogan, Brian

 

 

100,000

 

 

*

 

 

 

10,000

 

 

 

90,000

 

 

*

 

Hogan, John (4)

 

 

100,000

 

 

*

 

 

 

10,000

 

 

 

90,000

 

 

*

 

Hynson, Eric

 

 

15,000

 

 

*

 

 

 

1,500

 

 

 

13,500

 

 

*

 

Imperiale, Rosie

 

 

1,000

 

 

*

 

 

 

100

 

 

 

900

 

 

*

 

Jaitly, Rishi

 

 

30,000

 

 

*

 

 

 

3,000

 

 

 

27,000

 

 

*

 

Jita Ventures, LLC

 

 

100,000

 

 

*

 

 

 

10,000

 

 

 

90,000

 

 

*

 

Kaufman, Drew

 

 

100,000

 

 

*

 

 

 

10,000

 

 

 

90,000

 

 

*

 

Kaufman, Seth

 

 

33,333

 

 

*

 

 

 

3,333

 

 

 

30,000

 

 

 

Khan, Dr. Azhar

 

 

4,000

 

 

*

 

 

 

400

 

 

 

3,600

 

 

*

 

Khiljim, Muhammed Akmal

 

 

4,000

 

 

*

 

 

 

400

 

 

 

3,600

 

 

*

 

Kirklys, John

 

 

100,000

 

 

*

 

 

 

10,000

 

 

 

90,000

 

 

*

 

Koester, Dennis

 

 

58,333

 

 

*

 

 

 

5,833

 

 

 

52,500

 

 

 

Koester, Jeffrey

 

 

58,334

 

 

*

 

 

 

5,833

 

 

 

52,501

 

 

 

 

    

 
65

Table of Contents

  

Koul, Dr. Vir Ji

 

 

8,000

 

 

*

 

 

 

800

 

 

 

7,200

 

 

*

 

Lacerra, Chris

 

 

100,000

 

 

*

 

 

 

10,000

 

 

 

90,000

 

 

*

 

Lewandowski, Kierra

 

 

40,000

 

 

*

 

 

 

4,000

 

 

 

36,000

 

 

*

 

Lovelady, Jason

 

 

33,333

 

 

*

 

 

 

3,333

 

 

 

30,000

 

 

 

Madan, Jay

 

 

100,000

 

 

*

 

 

 

10,000

 

 

 

90,000

 

 

*

 

Mandell, Steve

 

 

10,000

 

 

*

 

 

 

1,000

 

 

 

9,000

 

 

*

 

Mott, Cole

 

 

1,645,909

 

 

 

6.9 %

 

 

164,591

 

 

 

1,481,318

 

 

 

5.8 %

Moud, M. Ahmad

 

 

4,000

 

 

*

 

 

 

400

 

 

 

3,600

 

 

*

 

Oakleaf Holdings LLC

 

 

220,000

 

 

*

 

 

 

22,000

 

 

 

198,000

 

 

*

 

Ofili, Phil

 

 

10,000

 

 

*

 

 

 

1,000

 

 

 

9,000

 

 

*

 

Ofili, Skylar

 

 

20,000

 

 

*

 

 

 

2,000

 

 

 

18,000

 

 

*

 

Ok, Alexander

 

 

166,667

 

 

*

 

 

 

16,667

 

 

 

150,000

 

 

*

 

Padilla, Richard

 

 

190,000

 

 

*

 

 

 

19,000

 

 

 

171,000

 

 

*

 

Palummo, Carmine

 

 

50,000

 

 

*

 

 

 

5,000

 

 

 

45,000

 

 

*

 

Perovano, Kevin

 

 

2,000

 

 

*

 

 

 

200

 

 

 

1,800

 

 

*

 

Pickard, Kevin

 

 

75,000

 

 

*

 

 

 

7,500

 

 

 

67,500

 

 

*

 

Prabhu, Pranav

 

 

25,000

 

 

*

 

 

 

2,500

 

 

 

22,500

 

 

*

 

PrivateCo LLC

 

 

50,000

 

 

*

 

 

 

5,000

 

 

 

45,000

 

 

*

 

Pross, Cynthia

 

 

190,000

 

 

*

 

 

 

19,000

 

 

 

171,000

 

 

*

 

Pross, David

 

 

150,000

 

 

*

 

 

 

15,000

 

 

 

135,000

 

 

*

 

Rajawat, Mohit Singh

 

 

25,000

 

 

*

 

 

 

2,500

 

 

 

22,500

 

 

*

 

Raza, Hamid

 

 

4,000

 

 

*

 

 

 

400

 

 

 

3,600

 

 

*

 

Razor Legacy Investments LP

 

 

500,000

 

 

 

2.1 %

 

 

50,000

 

 

 

450,000

 

 

 

Rennert, Anthony

 

 

60,000

 

 

*

 

 

 

6,000

 

 

 

54,000

 

 

*

 

Rich, Allison

 

 

10,000

 

 

*

 

 

 

1,000

 

 

 

9,000

 

 

*

 

Rogan, Hugh

 

 

140,000

 

 

*