As filed with the Securities and Exchange Commission on February 12, 2026

Registration Statement No. 333-

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

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

MOBILE GLOBAL ESPORTS INC.

(Exact name of registrant as specified in its charter)

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

500 Post Road East, 2nd Floor

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

Brett Rosin

Chief Executive Officer
Mobile Global Esports Inc.

500 Post Road East, 2nd Floor

Westport, CT 06880

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

Copies to:

Jeffrey J. Fessler, Esq.

Sheppard, Mullin, Richter & Hampton LLP

30 Rockefeller Plaza

New York, NY 10112

Tel: (212) 653-8700

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

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

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

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

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, a 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 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, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION

DATED FEBRUARY 12, 2026

Mobile Global Esports, Inc.

Up to 100,000,000 shares of Common Stock

Pursuant to this prospectus, ClearThink Capital Partners, LLC (the “Selling Stockholder”) is offering on a resale basis up to 100,000,000 shares of common stock, par value $0.0001 per share of Mobile Global Esports, Inc. (the “Company”). The shares of common stock to which this prospectus relates consist of shares (the “Purchase Shares”) that have been or may be issued by us to the Selling Stockholder pursuant to a Securities Purchase Agreement, dated as of December 1, 2025, by and between us and the Selling Stockholder (the “Purchase Agreement”), establishing an equity line of credit. We may elect, in our sole discretion, subject to the restrictions and satisfaction of the conditions in the Purchase Agreement, to issue and sell to the Selling Stockholder the Purchase Shares, from time to time from and after the date of commencement of sales of common stock (the “Commencement Date”) under the Purchase Agreement, and subject to applicable stock exchange rules at a purchase price per share equal to the price per share of common stock purchased shall equal 85% of the lowest daily closing price during the Valuation Period (as defined in the Purchase Agreement).

The actual number of shares of our common stock issuable will vary depending on the then-current market price of shares of our common stock sold to the Selling Stockholder under the Purchase Agreement, but will not exceed the number set forth in the preceding paragraphs unless we file an additional registration statement under the Securities Act of 1933, as amended (the “Securities Act”), with the Securities and Exchange Commission (“SEC”), and we obtain the approval of the issuance of shares of common stock by our stockholders in accordance with the applicable stock exchange rules.

Under the terms of the Purchase Agreement, and as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder, we shall not issue or sell, and the Selling Stockholder shall not purchase or acquire, any shares of common stock which, when aggregated with all other shares of common stock then beneficially owned by the Selling Stockholder and its affiliates, would result in the Selling Stockholder beneficially owning more than 9.99% of the then issued and outstanding shares of common stock.

Our common stock is listed on the OTC Pink Sheets under the symbol “MGAM.” On February 11, 2026, the last reported sales price of our common stock on the OTC Pink Sheets was $0.097 per share.

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

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

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

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

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is , 2026.

TABLE OF CONTENTS

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

ABOUT THIS PROSPECTUS

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

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

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

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements, which reflect the views of our management with respect to future events and financial performance. These forward-looking statements are subject to a number of uncertainties and other factors that could cause actual results to differ materially from such statements. Forward-looking statements are identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “projects,” “targets,” and similar expressions. Such forward-looking statements may be contained in the sections “Risk Factors,” and “Business,” among other places in this prospectus. Readers are cautioned not to place undue reliance on these forward-looking statements, which are based on the information available to management at this time and which speak only as of this date. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. For a discussion of some of the factors that may cause actual results to differ materially from those suggested by the forward-looking statements, please read carefully the information under “Risk Factors.”

The identification in this document of factors that may affect future performance and the accuracy of forward-looking statements is meant to be illustrative and by no means exhaustive. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty. You may rely only on the information contained in this prospectus.

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

iii

INDUSTRY AND MARKET DATA

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

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

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

PROSPECTUS SUMMARY

The following summary highlights certain of the information contained elsewhere in or incorporated by reference into this prospectus. Because this is only a summary, however, it does not contain all the information you should consider before investing in our securities and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information included elsewhere in or incorporated by reference into this prospectus. Before you make an investment decision, you should read this entire prospectus carefully, including the risks of investing in our securities discussed under the section of this prospectus entitled “Risk Factors” and similar headings in the other documents that are incorporated by reference into this prospectus. You should also carefully read the information incorporated by reference into this prospectus, including our financial statements, and the exhibits to the registration statement of which this prospectus is a part.

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

Overview

We are a technology and intellectual-property-driven gaming and digital entertainment company developing proprietary platforms that deliver skill-based, data-supported, and highly personalized interactive experiences. The Company’s focus is on creating curated engagement products that blend fantasy sports frameworks, predictive modeling, gamification mechanics, and behavioral personalization to drive user participation through direct team ownership across underserved and emerging segments of the sports entertainment marketplace.

MGAM’s current strategy emphasizes the development and commercialization of technology assets, data-driven scoring engines, mobile-first user interfaces, and proprietary behavioral-logic systems designed to support next-generation fantasy formats. These products are intended to offer users deeper strategic optionality and more immersive experiences than conventional fantasy sports models, which often rely on simplified scoring systems and limited personalization.

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

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

In November 2025, MGAM completed the acquisition of substantially all of the assets of Reality Sports Online (“RSO”), a fantasy sports technology platform that, based on information provided by the seller, historically supported more than 7,500 active seasonal fantasy participants and maintained an email database exceeding 40,000 users, with reported year-over-year retention rates above 90%. The acquisition included platform code, scoring logic, user-interface assets, and associated intellectual property.

While management believes that the RSO user base and technology assets may complement the Company’s product roadmap, there can be no assurance that historical retention levels will continue, that users will migrate to MGAM-developed products, or that integrating RSO technologies will result in commercial benefits.

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

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

Corporate History and Information

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

Recent Developments

Promissory Note Purchase Agreement

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

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

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

The Promissory Note was and was issued in a private placement in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933.

Equity Line of Credit Agreement

On December 1, 2025, the Company also entered into the Purchase Agreement with the Selling Stockholder. Pursuant to the Purchase Agreement, the Company agreed to sell, and the Selling Stockholder agreed to purchase up to $10,000,000 (the “Commitment Amount”) of the Company’s common stock.

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

In connection with entering into the Purchase Agreement, the Company issued to the Selling Stockholder, 500,000 restricted shares of common stock as commitment shares. The commitment shares will not be registered under the Registration Rights Agreement.

Increase in Authorized Shares of Common Stock

On January 12, 2026, we filed a Certificate of Amendment with the Secretary of State of the State of Delaware to the our Certificate of Incorporation (the “Certificate of Amendment”) to increase the number of authorized shares of the Company’s common stock from 100,000,000 to 300,000,000. The Certificate of Amendment was approved by our stockholders by written consent in lieu of a meeting on December 5, 2025, as reported in the Definitive Information Statement on Schedule 14C filed with the Securities and Exchange Commission on December 22, 2025.

THE OFFERING

The following summary contains basic information about this offering. The summary is not intended to be complete. You should read the full text and more specific details contained elsewhere in this prospectus.

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

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

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

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

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

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

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

	●	4,068,916 shares of common stock issuable upon exercise of warrants with a weighted average exercise price of $2.27 per share; and

	●	7,871,103 shares of common stock issuable upon conversion of outstanding convertible notes.

RISK FACTORS

Investing in our securities involves risks. Before purchasing the securities offered by this prospectus you should carefully read the risk factors set forth herein and the information contained in any applicable prospectus supplement. The risks and uncertainties we discuss in this prospectus are those that we currently believe may materially affect our company. Additional risks not presently known, or currently deemed immaterial, also could materially and adversely affect our financial condition, results of operations, business and prospects.

Risks Related to Our Business and Industry

We may not be successful in creating a sustainable or profitable business based on our proprietary fantasy entertainment technology platforms, which could adversely affect our financial condition and results of operations.

Our business plan contemplates the development and commercialization of proprietary technology platforms offering skill-based fantasy entertainment products, and we may not be successful in creating a sustainable or profitable business.

If our proprietary data-driven scoring engines, behavioral-logic systems, and simulated fantasy outputs fail to function as intended or achieve market acceptance, our business, operating results, and prospects could be materially harmed.

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

If we are unable to successfully generate audience traffic or monetize content through advertising-supported channels and partnerships, our efforts to diversify revenue streams may not yield the anticipated results and could negatively impact our financial performance.

The Company intends to evaluate advertising-supported and content-monetization channels beginning in 2026. These channels depend on the ability to generate audience traffic, secure advertising participation, negotiate access to distribution, and comply with applicable regulations. There can be no assurance that consumer traffic will scale, that advertisers or distribution partners will engage, that the economics of content monetization will prove viable, or that these efforts will produce material revenues within anticipated timeframes, if at all.

If development of our Dominus scoring engine for additional sports applications is delayed or unsuccessful, or fails to achieve acceptance in the marketplace, our business expansion opportunities may be limited and our operating results could suffer.

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

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

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

If our acquisition of RSO’s assets does not result in the anticipated benefits or user migration, our user-acquisition assumptions, growth prospects, and financial results may be adversely impacted.

Our acquisition of substantially all of RSO’s assets may not generate the expected benefits. Although the seller reported a historical audience of more than 7,500 active seasonal fantasy participants and a database exceeding 40,000 email records, there can be no assurance that RSO users will migrate to MGAM products, that integration will proceed efficiently, or that historical retention patterns will continue. Failure to retain or convert RSO users could adversely affect our user-acquisition assumptions, product commercialization, and anticipated growth plans.

If our access to third-party data sources, technology partners, and cloud infrastructure is interrupted or compromised, or if we experience cybersecurity incidents, product reliability and user engagement may be materially impaired, which could adversely affect our business and reputation.

We depend on third-party data sources, software partners, cloud infrastructure, and licensed content to support product functionality. Disruptions, failures, outages, cost escalations, or loss of access to data inputs could materially impair product reliability and user engagement. Unauthorized access, cybersecurity breaches, data-loss events, or manipulation of predictive-model outputs could adversely affect our business, operating results, or reputation.

Economic downturns and political and market conditions beyond our control could adversely affect our business, financial condition and results of operations.

Our financial performance is subject to global and U.S. economic conditions and their impact on levels of spending by users and advertisers. Economic recessions have had, and may continue to have, far reaching adverse consequences across many industries, including the global entertainment and gaming industries, which may adversely affect our business and financial condition.

The global and U.S. economies experienced tepid growth immediately following the global financial crisis in 2008 – 2009 and more recently experienced a period of increased volatility during the global COVID-19 pandemic. Ongoing or intensifying economic weakness, including recessions, economic slowdowns, uncertainties in the global financial markets and other adverse economic conditions, including inflation, changes in monetary policy and increased interest rates, actual or perceived instability in the global banking sector, changes in the labor market, supply chain disruptions or other changes in economic and political conditions may result in a material adverse effect on our business, financial condition, results of operations or prospects.

In addition, changes in general market, economic and political conditions in domestic and foreign economies or financial markets, including fluctuation in stock markets resulting from, among other things, trends in the economy as a whole may reduce users’ disposable income and advertisers’ budgets. Any one of these changes could have a material adverse effect on our business, financial condition, results of operations or prospects.

Reductions in discretionary consumer spending could have an adverse effect on our business, financial condition, results of operations and prospects.

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

We will require additional financing in order to implement and execute our business plan, and we cannot be certain that such additional financing will be available on reasonable terms when required, or at all.

As of September 30, 2025, we had a cash balance of approximately $810,000. We may need to raise additional funding to meet our cash, operational and liquidity requirements to continue operating.

We have obtained some additional financing during the nine months ended September 30, 2025. However, we continue to seek additional financing and there can be no assurance that such additional capital will be available on a timely basis, or on terms acceptable to the Company. If adequate funds are not available or are not available on acceptable terms when needed, the Company may not be able to fund its business or its expansion, take advantage of 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. Any future equity financing may involve substantial dilution to existing shareholders.

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 market price of our common stock in the 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. We cannot predict the effect that future sales of our common stock or other equity-related securities would have on the market price of our common stock.

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

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

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

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.

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

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

Risks Related to Our Common Stock

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

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

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

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

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

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

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

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

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

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

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

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

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

Risks Related to the Committed Equity Financing

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

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

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

Because the purchase price per share of common stock to be paid by the Selling Stockholder for the common stock that we may elect to sell to the Selling Stockholder under the Purchase Agreement, if any, will fluctuate based on the market prices of our common stock at the time we make such election, it is not possible for us to predict, as of the date of this prospectus and prior to any such sales, the number of shares of common stock that we will sell to the Selling Stockholder under the Purchase Agreement, the purchase price per share that the Selling Stockholder will pay for shares of common stock purchased from us under the Purchase Agreement, or the aggregate gross proceeds that we will receive from those purchases the Selling Stockholder under the Purchase Agreement.

In addition, the Selling Stockholder is not obligated to buy any common stock under the Purchase Agreement if such shares, when aggregated with all other common stock then beneficially owned by the Selling Stockholder and its affiliates (as calculated pursuant to Section 13(d) of the Securities Exchange Act, and Rule 13d-3 promulgated thereunder), would result in the Selling Stockholder beneficially owning common stock in excess the Beneficial Ownership Limitation. Our inability to access a portion or the full amount available under the Purchase Agreement, in the absence of any other financing sources, could have a material adverse effect on our business or results of operation.

The Selling Stockholder will pay less than the then-prevailing market price for our common stock, which could cause the price of our common stock to decline.

The purchase price of our common stock to be sold to the Selling Stockholder under the Purchase Agreement is derived from the daily closing prices of our common stock. Shares to be sold to the Selling Stockholder pursuant to the Purchase Agreement will be purchased at a discounted price. For example, we may effect sales to the Selling Stockholder at a purchase price equal to 85% of the lowest daily closing price during the Valuation Period. See “The Committed Equity Financing” for more information.

As a result of this pricing structure, the Selling Stockholder may sell the shares they receive immediately after receipt of such shares, which could cause the price of our common stock to decrease. This immediate resale could create downward pressure on our stock price.

Investors who buy shares of common stock from the Selling Stockholder at different times will likely pay different prices.

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

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

On December 1, 2025, we entered into the Purchase Agreement, pursuant to which the Selling Stockholder shall, subject to the restrictions and satisfaction of the conditions in the Purchase Agreement, purchase from us up to $50,000,000 shares of common stock, upon the terms and subject to the conditions and limitations set forth in the Purchase Agreement.

The shares of our common stock that may be issued under the Purchase Agreement may be sold, subject to the restrictions and satisfaction of the conditions in the Purchase Agreement, by us to the Selling Stockholder at our discretion from time to time from the date of effectiveness of the registration statement of which this prospectus forms a part until the earliest to occur of (i) the Maturity Date, (ii) the date on which the Selling Stockholder shall have purchased the Commitment Amount, or (iii) the Purchase Agreement is otherwise terminated in accordance with its terms.

The purchase price for shares of our common stock that we may sell to the Selling Stockholder under the Purchase Agreement will fluctuate based on the trading price of shares of our common stock. Depending on market liquidity at the time, sales of shares of our common stock may cause the trading price of shares of our common stock to decrease. We generally have the right to control the timing and amount of any future sales of shares of our common stock to the Selling Stockholder. Additional sales of shares of our common stock, if any, to the Selling Stockholder will depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to the Selling Stockholder all, some or none of the additional shares of our common stock that may be available for us to sell pursuant to the Purchase Agreement. If and when we do sell shares of our common stock to the Selling Stockholder, after the Selling Stockholder has acquired shares of our common stock, the Selling Stockholder may resell all, some, or none of such shares of our common stock at any time or from time to time in its discretion and at different prices. Therefore, sales to the Selling Stockholder by us could result in substantial dilution to the interests of other holders of shares of our common stock. In addition, if we sell a substantial number of shares of our common stock to the Selling Stockholder under the Purchase Agreement, or if investors expect that we will do so, the shares held by the Selling Stockholder will represent a significant portion of our public float and may result in substantial decreases to the price of our common stock. The actual sales of shares of our common stock or the mere existence of our arrangement with the Selling Stockholder may also make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to affect such sales.

We may use proceeds from sales of our common stock made pursuant to the Purchase Agreement in ways with which you may not agree or in ways which may not yield a significant return.

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

THE COMMITTED EQUITY FINANCING

Overview

On December 1, 2025, we entered into the Purchase Agreement with the Selling Stockholder. Sales of our common stock to the Selling Stockholder under the Purchase Agreement, and the timing of any sales, will be determined by us from time to time in our sole discretion and will depend on a variety of factors, including, among other things, market conditions, the trading price of our common stock and determinations by us regarding the use of proceeds from any sale of such common stock. The net proceeds from any sales under the Committed Equity Financing will depend on the frequency with, and prices at which, the shares of common stock are sold to the Selling Stockholder. To the extent we sell shares under the Purchase Agreement, we currently plan to use the net proceeds for working capital and other general corporate purposes.

In accordance with our obligations under the Purchase Agreement, or the Registration Rights Agreement, pursuant to which we agreed to provide the Selling Stockholder with customary registration rights related to the shares issued under the Purchase Agreement, we are filing a registration statement of which this prospectus forms a part in order to register the resale of up to 100,000,000 Purchase Shares that we may elect, in our sole discretion, to issue and sell to the Selling Stockholder, from time to time after the Commencement Date upon the terms and subject to the conditions and limitations of the Purchase Agreement.

The Selling Stockholder is not obligated to buy any common stock under the Purchase Agreement if such shares, when aggregated with all other common stock then beneficially owned by the Selling Stockholder and its respective affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the Selling Stockholder beneficially owning common stock in excess of the Beneficial Ownership Limitation. Our inability to access a portion or the full amount available under the Purchase Agreement, in the absence of any other financing sources, could have a material adverse effect on our business or results of operation.

The Purchase Agreement and Registration Rights Agreement contain customary registration rights, representations, warranties, conditions and indemnification obligations by each party. The representations, warranties and covenants contained in such agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and are subject to certain important limitations.

Purchase Agreement

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

Purchases of Shares of Our Common Stock Under the Purchase Agreement

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

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

Fees

Except for the issuance of the Commitment Shares to the Selling Stockholder, we have not paid the Selling Stockholder any fees in connection with its due diligence investigation and the preparation, negotiation and execution of the Purchase Agreement.

Conditions Precedent to Commencement

Our right to commence delivering Request Notices under the Purchase Agreement and the Selling Stockholder’s obligation to accept such Request Notices, are subject to the initial satisfaction, at the Commencement Date, of the conditions precedent thereto set forth in the Purchase Agreement, which conditions include, among others, the following:

	●	the effectiveness of this Registration Statement;

	●	the common stock shall be listed on the applicable principal trading market and trading shall not have been suspended by the SEC or the principal trading market;

	●	the representations and warranties of the Company and the Selling Stockholder shall be true and correct in all material respects

	●	the transfer agent instructions and a notice of effectiveness of this Registration Statement shall have been delivered to and acknowledged in writing by the Company and its transfer agent;

	●	the Company shall have delivered to the Selling Stockholder a secretary’s certificate executed by the secretary of the Company;

	●	this prospectus, in final form, and all reports, schedules, registrations, forms, statements, information and other documents required to have been filed by us with the SEC pursuant to the reporting requirements of the Exchange Act having been so filed; and

	●	the Company shall have complied with all federal, state and local governmental laws, rules and regulations applicable to the transactions contemplated by the Transaction Documents and necessary for the execution, delivery and performance of the obligations set forth in the Purchase Agreement and the consummation of the transactions contemplated thereby in accordance with the terms thereof.

Termination of the Purchase Agreement

Unless earlier terminated as provided in the Purchase Agreement, the Purchase Agreement will terminate automatically on the earliest to occur of:

	●	the first day of the month immediately following the 24-month anniversary of the Commencement Date;

	●	the date on which the Selling Stockholder shall have purchased the Commitment Amount;

	●	the date on which, pursuant to or within the meaning of any bankruptcy law, we commence a voluntary case, any person commences a proceeding against us, or a custodian is appointed for us or for all or substantially all of our property, or we make a general assignment for the benefit of our creditors; and

	●	the non-fulfillment of the full Commitment Amount by the Maturity Date.

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

No Short-Selling or Hedging

The Selling Stockholder has agreed that neither it nor any entity managed or controlled by it will engage in, directly or indirectly, any (A) “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of our common stock or (B) hedging transaction, which, with respect to items (A) and (B), establishes a net short position with respect to the common stock, during the term of the Purchase Agreement.

Effects of Sales of our Common Stock under the Purchase Agreement on Our Stockholders

The common stock being registered for resale in this offering may be issued and sold by us to the Selling Stockholder from time to time at our discretion, during the terms described above. The resale by the Selling Stockholder of a significant quantity of shares registered for resale in this offering at any given time, or the perception that these sales may occur, could cause the market price of our common stock to decline and to be highly volatile. Sales of our common stock, if any, to the Selling Stockholder under the Purchase Agreement will be determined by us in our sole discretion, subject to the satisfaction of certain conditions in the Purchase Agreement, and will depend upon market conditions and other factors. We may ultimately decide to sell to the Selling Stockholder all, some or none of the common stock that may be available for us to sell to the Selling Stockholder pursuant to the Purchase Agreement. If we elect to sell common stock to the Selling Stockholder pursuant to the Purchase Agreement, after the Selling Stockholder has acquired such shares, the Selling Stockholder may resell all, some or none of such common stock at any time or from time to time in its discretion and at different prices. As a result, investors who purchase common stock from the Selling Stockholder in this offering at different times will likely pay different prices for those shares of common stock, and so may experience different levels of dilution and in some cases substantial dilution and different outcomes in their investment results. See “Risk Factors-Risks Related to the Committed Equity Financings-Investors who buy shares of common stock from the Selling Stockholder at different times will likely pay different prices.”

Investors may experience a decline in the value of the common stock they purchase from the Selling Stockholder in this offering as a result of future sales made by us to the Selling Stockholder at prices lower than the prices such investors paid for their shares in this offering. In addition, if we sell a substantial number of shares of common stock to the Selling Stockholder under the Purchase Agreement, or if investors expect that we will do so, the actual sales of common stock or the mere existence of our arrangement with the Selling Stockholder may make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect such sales.

Because the purchase price per share to be paid by the Selling Stockholder for the common stock that we may elect to sell to the Selling Stockholder under the Purchase Agreement, if any, will fluctuate based on the market prices of our common stock at the time we make such election, as of the date of this prospectus, it is not possible for us to predict the number of shares of common stock that we will sell to the Selling Stockholder under the Purchase Agreement, the actual purchase price per share to be paid by the Selling Stockholder for those shares of common stock, or the actual gross proceeds to be raised by us from those sales, if any.

The number of shares of common stock ultimately offered for sale by the Selling Stockholder for resale under this prospectus is dependent upon the number of shares of common stock, if any, we ultimately sell to the Selling Stockholder under the Purchase Agreement. Further, if and when we elect to sell shares of common stock to the Selling Stockholder pursuant to the Purchase Agreement, after the Selling Stockholder has acquired such shares, the Selling Stockholder may resell all, some, or none of such shares of common stock at any time or from time to time in its discretion and at different prices.

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

The following table sets forth the amount of gross proceeds we may receive from the Selling Stockholder from our sale of Purchase Shares that we may issue and sell to the Selling Stockholder from time to time under the Purchase Agreement at various assumed purchase prices. The table does not give effect to the issuance of any Commitment Shares issued pursuant to the Purchase Agreement.

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

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

USE OF PROCEEDS

We will not receive any of the proceeds from the sale of shares of our common stock offered by the Selling Stockholder. In addition, we will not receive any proceeds from the issuance or sale of the Commitment Shares. Assuming the closing price is $0.10 cents per share, which was the closing price of our common stock on February 6, 2026, we will receive up to $10,000,000 in aggregate gross proceeds. However, the actual proceeds may be more or less than this amount depending on the number of shares of our common stock sold and the price at which the shares of our common stock are sold.

We intend to use the proceeds for working capital, repayment of recently issued promissory notes and other general corporate purposes. Our expected use of the net proceeds from this offering represents our intentions based upon our current plans and business conditions. As of the date of this prospectus, we cannot predict with certainty all of the particular uses for the net proceeds from this offering or the specific amounts to be spent on the uses described above. As a result, our management will retain broad discretion over the allocation of the net proceeds from this offering.

Pending the uses described above, we plan to invest the net proceeds from this offering in short-term, interest-bearing obligations, investment-grade instruments or other securities.

MARKET INFORMATION

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

On February 11, 2026, the last reported sale price of our common stock on the OTC Pink Sheets was $0.097 per share. The following table sets forth for the periods indicated, high and low bid prices of the Company’s common stock as reported by the OTC Pink Sheets. Any over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

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

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

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

DIVIDEND POLICY

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

THE SELLING STOCKHOLDER

This prospectus relates to the possible resale from time to time by the Selling Stockholder of any or all shares of our common stock that have been or may be issued by us to the Selling Stockholder under the Purchase Agreement. Such shares of our common stock include up to 100,000,000 Purchase Shares that we may elect, in our sole discretion, to issue and sell to the Selling Stockholder, from time to time from and after the Commencement Date under the Purchase Agreement.

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

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

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

Beneficial ownership is determined in accordance with Rule 13d-3(d) promulgated by the SEC under the Exchange Act, and includes shares of common stock with respect to which the Selling Stockholder has voting and investment power. The percentage of common stock beneficially owned by the Selling Stockholder prior to the offering shown in the table below is based on an aggregate of 60,640,074 shares of our common stock outstanding on February 11, 2026. Because the purchase price of the common stock issuable under the Purchase Agreement is determined on each Purchase Date, the number of shares that may actually be sold by us to the Selling Stockholder under the Purchase Agreement may be fewer than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the Selling Stockholder pursuant to this prospectus.

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

Please see the section titled “Plan of Distribution” for further information regarding the Selling Stockholder’s method of distributing these securities.

Name of Selling Stockholder

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

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

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

Number

Percent

Number

Percent

ClearThink Capital Partners, LLC (4)

100,500,000

100,000,000

500,000

*	Represents less than 1%

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

PLAN OF DISTRIBUTION

The shares of common stock offered by this prospectus are being offered by the Selling Stockholder. The shares may be sold or distributed from time to time by the Selling Stockholder directly to one or more purchasers or through brokers, dealers, or underwriters who may act solely as agents at market prices prevailing at the time of sale, at prices related to the prevailing market prices, at negotiated prices, or at fixed prices, which may be changed. The sale of our common stock offered by this prospectus could be effected in one or more of the following methods:

	●	ordinary brokers’ transactions;

	●	transactions involving cross or block trades;

	●	through brokers, dealers, or underwriters who may act solely as agents;

	●	“at the market” into an existing market for our common stock;

	●	in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents;

	●	in privately negotiated transactions; or

	●	any combination of the foregoing.

In order to comply with the securities laws of certain states, if applicable, the shares may be sold only through registered or licensed brokers or dealers. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in the state or an exemption from the state’s registration or qualification requirement is available and complied with.

The Selling Stockholder may be deemed to be an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act.

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

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

We know of no existing arrangements between the Selling Stockholder or any other stockholder, broker, dealer, underwriter or agent relating to the sale or distribution of our common stock offered by this prospectus.

We may from time to time file with the SEC one or more supplements to this prospectus or amendments to the registration statement of which this prospectus forms a part to amend, supplement or update information contained in this prospectus, including, if and when required under the Securities Act, to disclose certain information relating to a particular sale of shares offered by this prospectus by the Selling Stockholder, including the names of any brokers, dealers, underwriters or agents participating in the distribution of such shares by the Selling Stockholder, any compensation paid by the Selling Stockholder to any such brokers, dealers, underwriters or agents, and any other required information.

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

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

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

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

DESCRIPTION OF CAPITAL STOCK

The following description of the Company’s common stock is based upon the Company’s certificate of incorporation, as amended (“Certificate of Incorporation”), the Company’s Bylaws (“Bylaws”) and applicable provisions of law. We have summarized certain portions of the Certificate of Incorporation and Bylaws below. The summary is not complete and is subject to, and is qualified in its entirety by express reference to, the provisions of our Certificate of Incorporation and Bylaws, each of which is filed as an exhibit to the Annual Report on Form 10-K of which this Exhibit 4.5 is a part.

Authorized Capital Stock

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

Common Stock

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

Voting Rights. Each holder of shares of the Company’s common stock is entitled to one vote for each share held of record on the applicable record date on all matters submitted to a vote of stockholders.

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

Rights upon Liquidation. Holders of the Company’s common stock are entitled to share pro rata, upon any liquidation or dissolution of the Company, in all remaining assets available for distribution to stockholders after payment or providing for the Company’s liabilities and the liquidation preference of any outstanding preferred stock.

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

Transfer Agent. VStock Transfer, LLC, 18 Lafayette Place, Woodmere, New York 11598, is the transfer agent and registrar for the Company’s common stock.

Preferred Stock

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

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

Certain Provisions of the Company’s Certificate of Incorporation and Bylaws

The Company’s Certificate of Incorporation and Bylaws vest the power to call special meetings of stockholders in the Company’s President, the Board of Directors, or by such other officers or persons as the board of Directors may designate. Stockholders are permitted under the Company’s Certificate of Incorporation or Bylaws to act by written consent in lieu of a meeting.

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

Certain Anti-Takeover Effects of Delaware Law

We are subject to Section 203 of the DGCL (“Section 203”). In general, Section 203 prohibits a publicly held Delaware corporation from engaging in various “business combination” transactions with any interested stockholder for a period of three years following the date of the transactions in which the person became an interested stockholder, unless: the business combination or the transaction which resulted in the stockholder becoming an interested stockholder is approved by the board of directors prior to the date the interested stockholder obtained such status; upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned (a) by persons who are directors and also officers and (b) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or on or subsequent to such date the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders by the affirmative vote of at least 662/3% of the outstanding voting stock which is not owned by the interested stockholder.

A “business combination” is defined to include mergers, asset sales, and other transactions resulting in financial benefit to a stockholder. In general, an “interested stockholder” is a person who, together with affiliates and associates, owns (or within three years, did own) 15% or more of a corporation’s voting stock. The statute could prohibit or delay mergers or other takeover or change in control attempts with respect to the Company and, accordingly, may discourage attempts to acquire us even though such a transaction may offer the Company’s stockholders the opportunity to sell their stock at a price above the prevailing market price.

Penny Stock Considerations

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

In addition, under the penny stock regulations, the broker-dealer is required to:

	●	Deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Securities and Exchange Commission relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt;

	●	Disclose commissions payable to the broker-dealer and our registered representatives and current bid and offer quotations for the securities;

	●	Send monthly statements disclosing recent price information pertaining to the penny stock held in a customer’s account, the account’s value, and information regarding the limited market in penny stocks; and

	●	Make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction, prior to conducting any penny stock transaction in the customer’s account.

Because of these regulations, broker-dealers may encounter difficulties in their attempt to sell shares of our common stock, which may affect the ability of selling stockholders or other holders to sell their shares in the secondary market, and have the effect of reducing the level of trading activity in the secondary market. These additional sales practice and disclosure requirements could impede the sale of our securities, if our securities become publicly traded. In addition, the liquidity for our securities may be decreased, with a corresponding decrease in the price of our securities. Our shares in all probability will be subject to such penny stock rules and our shareholders will, in all likelihood, find it difficult to sell their securities.

Disclosure of Commission Position on Indemnification for Securities Act Liabilities

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

LEGAL MATTERS

The validity of the securities offered hereby will be passed upon for us by Sheppard, Mullin, Richter & Hampton LLP, New York, New York.

EXPERTS

The consolidated financial statements of Mobile Global Esports Inc. for the years ended December 31, 2024 and 2023, have been audited by Mercurius & Associates LLP, independent registered public accounting firm, as set forth in their report thereon appearing in this Registration Statement herein. Such consolidated financial statements are incorporated herein in reliance upon such report, which includes an explanatory paragraph on Mobile Global Esports Inc.’s ability to continue as a going concern, given on the authority of such firm as experts in accounting and auditing.

BUSINESS

The Company is a technology and intellectual-property-driven gaming and digital entertainment company developing proprietary platforms that deliver skill-based, data-supported, and highly personalized interactive experiences. The Company’s focus is on creating curated engagement products that blend fantasy sports frameworks, predictive modeling, gamification mechanics, and behavioral personalization to drive user participation through direct team ownership across underserved and emerging segments of the sports entertainment marketplace.

In November 2025, MGAM completed the acquisition of substantially all of the assets of RSO, a fantasy sports technology platform that, based on information provided by the seller, historically supported more than 7,500 active seasonal fantasy participants and maintained an email database exceeding 40,000 users, with reported year-over-year retention rates above 90%. The acquisition included platform code, scoring logic, user-interface assets, and associated intellectual property.

Phased Go-To-Market Plan

Phase 1 — Measurement Foundation and Participation-Aware Pilots

In the initial phase, the Company’s objective is to establish a robust measurement and analytics foundation while validating how participation-based incentives, including Dominus Token earning and usage mechanics (once launched), influence acquisition, engagement, and conversion.

During this phase, the Company intends to implement systems that connect marketing inputs (such as channel, campaign, and creative) to downstream user behavior, including gameplay activity, content engagement, participation patterns, token-related actions, and monetization. Campaigns will be evaluated not solely on installs or registrations, but on participation depth, engagement persistence, retention, and cohort-level performance.

Paid acquisition pilots will test multiple creative and messaging approaches, including campaigns that emphasize team ownership, competition, long-term participation, and ecosystem engagement. PUHZL will be used to analyze which messages attract users who demonstrate sustained involvement and engagement, informing future spend allocation and creative strategy.

Phase 2 — Scaled Acquisition, Behavioral Targeting, and Partner Distribution

In the second phase, the Company intends to scale acquisition channels and distribution partnerships that demonstrate favorable unit economics, while increasingly leveraging behavioral intelligence generated by PUHZL.

As PUHZL accumulates participation data—including team management behavior, player preferences, league activity, content consumption, and token engagement—the Company expects to refine audience segmentation and targeting strategies. Marketing efforts may increasingly be based on demonstrated behavior rather than inferred interests, allowing for more relevant messaging and more efficient spend.

The Company also intends to expand distribution through licensing and white-label partnerships that embed its fantasy and gaming platforms within third-party media properties or community ecosystems. These arrangements are expected to reduce customer acquisition costs by leveraging established audiences and to generate revenue through licensing fees, implementation fees, and/or revenue-sharing structures.

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

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

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

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

Paid Media Strategy and ROI Discipline

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

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

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

Social Media, Influencers, and Participation-Led Communities

The Company’s social media and influencer strategy is designed to promote participation and community formation rather than one-time promotion. Influencers and creators may host leagues, create gameplay-related content, and participate directly in platform activities, aligning incentives with users through shared engagement.

PUHZL will evaluate the behavior and retention of creator-led cohorts relative to other acquisition sources, enabling the Company to prioritize partnerships that drive sustained participation over short-term traffic.

Licensing, White-Label, and Platform Distribution

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

Such partnerships are intended to reduce acquisition costs, accelerate distribution, and generate incremental revenue through licensing fees and revenue-sharing structures.

Regulated Gaming Affiliate Strategy

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

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

Dominus Token — Participation-Backed Digital Asset Framework

The Dominus Token is a participation-backed digital asset currently in Framework Phase. Subject to regulatory considerations, technical readiness, and strategic priorities, the Company plans to launch the Dominus Token in a future period, which it currently anticipates could occur as early as 2026.

The Company intends that specific user actions and engagement (“participation”) across its platforms may contribute to token earning, token utility, and overall ecosystem activity once launched, subject to applicable terms and conditions. The Dominus Token is designed to be ecosystem-wide and participation-linked, reflecting user engagement, contribution, and activity rather than financial investment.

Unlike a traditional in-app points system, the Dominus Token may be obtained in more than one way, including earning through participation and, where permitted and supported by the ecosystem, acquiring tokens through purchase or other permitted means, including by users who may not actively participate in gameplay.

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

Integrated Growth System Summary

The Company’s marketing strategy is designed as an integrated growth system rather than a collection of standalone acquisition tactics. Participation-driven engagement—including team ownership, long-duration gameplay, and token-enabled incentives (once launched)—generates high-quality behavioral data that is curated and analyzed through the Company’s proprietary PUHZL artificial intelligence (“AI”) engine. These insights are used to improve targeting precision, personalize user experiences, optimize creative and channel allocation, and enhance retention and monetization over time.

The Company believes this closed-loop approach—where participation informs personalization and personalization improves marketing efficiency—has the potential to reduce long-term acquisition costs, increase lifetime value, and create a scalable and defensible growth model. However, the effectiveness of this system depends on execution, user adoption, regulatory considerations, and broader market dynamics, and there can be no assurance that these objectives will be achieved.

Clarifying Statement

References to the Dominus Token in this Marketing and Growth Strategy section reflect the Company’s current development plans and intended design and do not imply that the token is currently live, available, or generating economic activity.

Fantasy Sports Market

Overview of Fantasy Sports

Fantasy sports are interactive games in which participants assemble virtual rosters of real-world athletes and earn points based on athletes’ on-field performance. The category includes season-long fantasy (typically spanning an entire sports season) and daily fantasy sports (“DFS”) formats (including short-duration contests and peer-to-peer structures). Across sports and geographies, fantasy sports are positioned at the intersection of sports fandom, mobile gaming, social competition, and data-driven personalization.

Market Size and Growth

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

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

Participation and Engagement

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

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

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

Key Revenue Models

Fantasy sports platforms monetize through a variety of models, which may include:

●

Contest entry fees (including DFS formats and peer-to-peer contests);

●

Subscriptions and premium tools (advanced analytics, league services, and commissioner tools);

●

Advertising and sponsorships (including branded games, partner promotions, and content);

●

Merchandise and community-driven ancillary revenue (events, trophies, and related commerce).

Structural Trends Driving Growth

We believe several structural trends continue to expand the market opportunity in fantasy sports:

1) Product innovation and game format diversification.

●

Fantasy has expanded beyond classic salary-cap DFS and traditional season-long leagues into new formats (including pick-based games, peer-to-peer structures, and shorter-duration competitions). As the category evolves, platforms are increasingly emphasizing mobile-first UX, social features, and fast gameplay loops.

2) Expansion of sports coverage and global adoption.

●

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

3) Data-driven personalization and retention.

●

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

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

●

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

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

Competitive Landscape

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

Large, diversified fantasy + wagering operators:

●

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

●

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

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

Fantasy-first and DFS-focused private operators:

●

PrizePicks (large U.S. DFS operator; in September 2025, Allwyn announced an agreement to acquire a 62% stake for $1.6 billion, with milestones implying a higher potential enterprise value).

●

Underdog (raised venture funding at approximately $1.23 billion valuation in 2025, per reporting) Axios+1

●

Sleeper (a mobile-first fantasy platform offering season-long experiences and related formats), sleeper.com (raised venture funding at approximately a 400MM dollar valuation).

Season-long incumbents and major sports media fantasy products:

●

Major sports media and portal platforms offering season-long fantasy as part of broader media ecosystems.

We believe competitive differentiation in fantasy sports often depends on (i) product depth and user experience, (ii) community and social features that support retention, (iii) trust and compliance posture, and (iv) unique formats that expand TAM beyond traditional “core” fantasy players.

Regulatory and Operating Environment

Fantasy sports regulation in the United States remains state-by-state and format-dependent, with different jurisdictions applying different standards and enforcement priorities. In recent years, certain DFS sub-formats (particularly “against-the-house” pick-style games) have faced heightened scrutiny in some states, contributing to product adjustments and, in some cases, transitions toward peer-to-peer structures. For example, public reporting and industry coverage have described regulatory developments and product changes affecting pick-style offerings in certain jurisdictions, as well as operator shifts toward peer-to-peer models.

Fantasy Sports Market Opportunity Summary

Based on third-party market research, fantasy sports is a large and expanding global category with strong engagement, multiple monetization vectors, and ongoing format innovation. The combination of projected industry growth, mainstream participation, mobile-first adoption, and evolving game formats supports a market environment in which platforms can compete by delivering differentiated product experiences, fostering community, and leveraging data-driven personalization.

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

Overview

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

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

Skill-Based Gaming Market Size and Growth

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

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

Core Characteristics of Skill-Based Gaming

Skill-based gaming platforms typically share several defining characteristics.

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Outcome Determination by Skill.

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

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Repeatable Competitive Loops.

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Skill-based games naturally support frequent repeat play through tournaments, ladders, leagues, and ranking systems that reward mastery over time.

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High Engagement and Retention.

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SEC Form S-1 filed by Mobile Global Esports Inc.