40FR12B 1 form40fr12b.htm

 

 

 

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

 

 

 

FORM 40-F

 

[X] Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934
  or
[  ] Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934

 

For the fiscal year ended __________________ Commission File Number __________________

 

 

 

Torque Esports Corp.

(Exact name of Registrant as specified in its charter)

 

Ontario
(Province or other jurisdiction of incorporation or organization)		   7372
(Primary Standard Industrial Classification Code Number)		   Not Applicable
(I.R.S. Employer
Identification Number)


 

77 King Street West

Suite 3000, PO Box 95
Toronto, Ontario, Canada M5K 1G8
(705)-445-3006
(Address and telephone number of Registrant’s principal executive offices)

 

 

 

C T Corporation System

1015 15th Street N.W., Suite 1000

Washington, DC 20005

(202) 572-3100

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

 

 

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Shares   GAME   The NASDAQ Stock Market LLC

 

Securities registered pursuant to Section 12(g) of the Act: None

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

 

For annual reports, indicate by check mark the information filed with this Form:

 

[  ] Annual information form [  ] Audited annual financial statements

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: N/A

 

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. [  ] Yes [  ] No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). [  ] Yes [  ] No

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

 

Emerging growth company [X]

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

 

 

   

 

 

EXPLANATORY NOTE

 

Torque Esports Corp. (the “Company” or the “Registrant”) is a Canadian issuer eligible to file its registration statement pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 40-F pursuant to the multi-jurisdictional disclosure system of the Exchange Act. The Company is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act. Equity securities of the Company are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3.

 

FORWARD LOOKING STATEMENTS

 

The Exhibits incorporated by reference into this Registration Statement of the Registrant contain forward-looking information and forward-looking statements within the meaning of applicable securities legislation (together, “forward-looking statements”). These statements relate to future events or future performance and reflect the Company’s expectations and assumptions regarding such future events and performance. In particular, all statements, other than historical facts, contained in documents incorporated by reference in this Registration Statement that address activities, events or developments that management of the Company expect or anticipate will or may occur in the future are forward-looking statements, including but not limited to, statements with respect to:

 

  ● financial, operational and other projections and outlooks as well as statements or information concerning future operation plans, objectives, performance, revenues, growth, acquisition strategy, profits or operating expenses;

 

  ● any expectation of regulatory approval and receipt of certifications with respect to the Company’s current and proposed business transactions;

 

  ● expectations regarding existing products and plans to develop, implement or adopt new technology or products, including an esports racing series;

 

  ● the expectation of obtaining new customers for the Company’s products and services, as well as expectations regarding expansion and acceptance of the Company’s brand and products to new markets;

 

  ● estimates and projections regarding the industry in which the Company operates and adoption of technologies, including expectations regarding the growth and impact of esports;

 

  ● requirements for additional capital and future financing options;

 

  ● marketing plans;

 

  ● the availability of intellectual property protection for the Company’s products; and

 

  ● other expectations of the Company.

 

Forward-looking statements also include, without limitation, the information concerning possible or assumed future results of operations of the Company set out in the Company’s Annual Information Form for the year ended August 31, 2019 filed as Exhibit 99.2 to this Registration Statement. Such statements are not historical facts, but instead represent only the Company’s expectations, estimates and projections regarding future events. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or variations (including negative variations) of such words and phrases, or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved.

 

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Such statements, made as of the date of the document containing such forward-looking statements unless otherwise specified, reflect the Company’s views at the time of such statements with respect to future events and are, or were, as applicable, based on information available to the Company and are, or were, as applicable, subject to and involve certain known and unknown risks, uncertainties, assumptions and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed in or implied by such forward-looking statements. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected.

 

These assumptions, risks and uncertainties include, but are not limited to: assumptions that the projections relating to growth and trends in the industry of the Company and adoption of the technologies underlying the Company’s products are accurate; assumptions and uncertainties related to the expected size of the esports market and other markets for the Company’s products and the acceptance of the Company’s product in existing and new markets; risks related to the limited operating history of the Company; risks related to the management of growth; risks related to disruption from failure of website or third party streaming; risks related to reliance on key business relationships and executives; reputational risks; risks related to reliance on professional esports gamers and teams; risks related to security and privacy breaches; risks related to publisher authorization; risks related to the development of high-quality products; risks related to rapid technological changes; risks related to competition; risks related to proprietary protection and intellectual property disputes; risks related to integrating acquisitions; risks related to system failures and delays; risks related to liquidity; risks related to the global economy; risks related to foreign operations; risks related to regulation; risks related to dividends; risks related to acquisition of Eden Games and UMG Media Ltd.; and risks related to the common shares.

 

Management of the Company provides forward-looking statements because it believes they provide useful information to readers when considering their investment objectives and cautions readers that the information may not be appropriate for other purposes. Consequently, all of the forward-looking statements made in documents incorporated by reference in this Registration Statement are qualified by these cautionary statements and other cautionary statements or factors contained herein and therein, and there can be no assurance that the actual results or developments will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Company. These forward-looking statements are made as of the date of the document containing such forward-looking statement unless otherwise specified and the Company assumes no obligation to update or revise them to reflect subsequent information, events or circumstances or otherwise, except as required by law.

 

DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES

 

The Registrant is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare this report in accordance with Canadian disclosure requirements, which are different from those of the United States. The Registrant prepares its financial statements, which are filed with this report on Form 40-F in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and the audit is subject to Canadian auditing and auditor independence standards.

 

PRINCIPAL DOCUMENTS

 

In accordance with General Instruction B.(1) of Form 40-F, the Registrant hereby incorporates by reference Exhibits 99.1 through 99.160, inclusive, as set forth in the Exhibit Index attached hereto.

 

In accordance with General Instruction D.(9) of Form 40-F, the Registrant has filed the written consents of the experts named in the foregoing Exhibits as Exhibits 99.161 to 99.163, as set forth in the Exhibit Index attached hereto.

 

TAX MATTERS

 

Purchasing, holding, or disposing of securities of the Registrant may have tax consequences under the laws of the United States and Canada that are not described in this registration statement on Form 40-F.

 

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DESCRIPTION OF COMMON SHARES

 

The required disclosure is included under the heading “Description of Share Capital” in the Registrant’s Annual Information Form, attached hereto as Exhibit 99.2.

 

OFF-BALANCE SHEET ARRANGEMENTS

 

The Registrant has no off-balance sheet arrangements other than disclosed in note 18(iv) of the Unaudited Condensed Interim Consolidated Financial Statements of Torque Esports Corp. for the three and six months ended February 29, 2020 and 2019 filed as Exhibit 99.156 to this Registration Statement.

 

CONTRACTUAL OBLIGATIONS

 

The following table lists, as of August 31, 2019, information with respect to the Registrant’s known contractual obligations (in thousands):

 

   Payments due by period 
Contractual Obligations  Total   Less than 1 year   1-3 years   3-5 years   More than 5 years 
Long-Term Debt Obligations   297,000    99,000    198,000    -    - 
Convertible Debt   11,228,290        11,228,290    -    - 
Promissory Notes   852,884    852,884    -    -    - 
Capital (Finance) Lease Obligations   -    -    -    -    - 
Operating Lease Obligations   453,027    308,848    144,179    -    - 
Purchase Obligations   154,484    87,907    66,577    -    - 
Other Long-Term Liabilities Reflected on the Company’s Balance Sheet under the GAAP of the primary financial statements   -    -    -    -    - 
Total   12,985,685    1,348,639    11,637,046    -    - 

 

NASDAQ CORPORATE GOVERNANCE

 

A foreign private issuer that follows home country practices in lieu of certain provisions of NASDAQ Stock Market Rules must disclose any significant ways in which its corporate governance practices differ from those followed by domestic companies. As required by NASDAQ Stock Market Rule 5615(a)(3), the Company will disclose on its website, as of the listing date, each requirement of the NASDAQ Stock Market Rules that it does not follow and describe the home country practice followed in lieu of such requirements.

 

UNDERTAKING

 

The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities registered pursuant to Form 40-F or transactions in said securities.

 

CONSENT TO SERVICE OF PROCESS

 

The Registrant has concurrently filed a Form F-X in connection with the class of securities to which this Registration Statement relates.

 

Any change to the name or address of the Registrant’s agent for service shall be communicated promptly to the Commission by amendment to the Form F-X referencing the file number of the Registrant.

 

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SIGNATURES

 

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  TORQUE ESPORTS CORP.
     
  By: /s/ Lou Schwartz
  Name: Lou Schwartz
  Title: Chief Executive Officer

 

Date: July 14, 2020

 

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EXHIBIT INDEX

 

The following documents are being filed with the Commission as Exhibits to this Registration Statement:

 

Exhibit   Description
     
99.1   Audited Consolidated Financial Statements of Torque Esports Corp. for the years ended August 31, 2019 and 2018
     
99.2   Annual Information Form of Torque Esports Corp. for the fiscal year ended August 31, 2019 dated March 12, 2020
     
99.3   Management’s Discussion and Analysis of Torque Esports Corp. for the years ended August 31, 2019 and 2018
     
99.4   Certification of Annual Filings in Connection with Voluntarily Filed AIF of Torque Esports Corp. by CEO dated March 20, 2020
     
99.5   Certification of Annual Filings in Connection with Voluntarily Filed AIF of Torque Esports Corp. by CFO dated March 20, 2020
     
99.6   News Release dated September 4, 2018
     
99.7   News Release dated September 10, 2018
     
99.8   News Release dated September 18, 2018
     
99.9   News Release dated September 20, 2018
     
99.10   News Release dated October 3, 2018
     
99.11   Business Acquisition Report dated November 23, 2018
     
99.12   News Release dated November 29, 2018
     
99.13   Notice of Change of Auditor dated November 26, 2018
     
99.14   Letter from former auditor dated November 26, 2018
     
99.15   Letter from successor auditor dated December 12, 2018
     
99.16   News Release dated December 18, 2018
     
99.17   Material Change Report dated December 18, 2018
     
99.18   News Release dated January 8, 2019
     
99.19   News Release dated April 8, 2019
     
99.20   Audited Consolidated Financial Statements of Millennial Esports Corp. for the years ended August 31, 2018 and 2017
     
99.21   Management’s Discussion and Analysis of Millennial Esports Corp. for the year ended August 31, 2018
     
99.22   Certification of Annual Filings Venture Issuer Basic Certificate of Millennial Esports Corp. in connection with the filing of the AIF, annual financial statements and annual MD&A by CFO dated April 8, 2019
     
99.23   Certification of Annual Filings Venture Issuer Basic Certificate of Millennial Esports Corp. in connection with the filing of the AIF, annual financial statements and annual MD&A by CEO dated April 8, 2019
     
99.24   Unaudited Condensed Interim Consolidated Financial Statements of Millennial Esports Corp. for the three months ended November 30, 2018 and 2017

 

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Exhibit   Description
     
99.25   Management’s Discussion and Analysis of Millennial Esports Corp. for the three months ended November 30, 2018
     
99.26   Certification of Interim Filings Venture Issuer Basic Certificate of Millennial Esports Corp. in connection with the filing of the interim financial report and interim MD&A by CFO dated April 8, 2019
     
99.27   Certification of Interim Filings Venture Issuer Basic Certificate of Millennial Esports Corp. in connection with the filing of the interim financial report and interim MD&A by CEO dated April 8, 2019
     
99.28   News Release dated April 15, 2019
     
99.29   Unaudited Condensed Interim Consolidated Financial Statements of Millennial Esports Corp. for the three and six months ended February 28, 2019 and 2018
     
99.30   Management’s Discussion and Analysis of Millennial Esports Corp. for the six months ended February 28, 2019
     
99.31   Certification of Interim Filings Venture Issuer Basic Certificate of Millennial Esports Corp. in connection with the filing of the interim financial report and interim MD&A by CFO dated May 3, 2019
     
99.32   Certification of Interim Filings Venture Issuer Basic Certificate of Millennial Esports Corp. in connection with the filing of the interim financial report and interim MD&A by CEO dated May 3, 2019
     
99.33   New Release dated June 5, 2019
     
99.34   Articles of Amendment dated June 7, 2019
     
99.35   News Release dated July 8, 2019
     
99.36   News Release dated July 16, 2019
     
99.37   News Release dated July 17, 2019
     
99.38   News Release dated July 25, 2019
     
99.39   Material Change Report dated July 26, 2019
     
99.40   Unaudited Condensed Interim Consolidated Financial Statements of Millennial Esports Corp. for the three and nine months ended May 31, 2019 and 2018
     
99.41   Management’s Discussion and Analysis of Millennial Esports Corp. for the nine months ended May 31, 2019
     
99.42   Certification of Interim Filings Venture Issuer Basic Certificate of Millennial Esports Corp. in connection with the filing of the interim financial report and interim MD&A by CFO dated July 30, 2019
     
99.43   Certification of Interim Filings Venture Issuer Basic Certificate of Millennial Esports Corp. in connection with the filing of the interim financial report and interim MD&A by CEO dated July 30, 2019
     
99.44   News Release dated August 8, 2019
     
99.45   Material Change Report dated August 9, 2019
     
99.46   News Release dated August 9, 2019
     
99.47   Notice of Meeting and Record Date dated August 13, 2019
     
99.48   News Release dated August 15, 2019

 

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Exhibit   Description
     
99.49   News Release dated August 22, 2019
     
99.50   Notice of the Annual and Special Meeting of Shareholders dated September 6, 2019
     
99.51   Notice of the Annual and Special Meeting of Shareholders and Management Information Circular dated September 6, 2019
     
99.52   Form of Proxy – Annual and Special Meeting to be held on October 9, 2019
     
99.53   News Release dated September 5, 2019
     
99.54   News Release dated September 9, 2019
     
99.55   News Release dated September 12, 2019
     
99.56   News Release dated September 13, 2019
     
99.57   News Release dated September 17, 2019
     
99.58   News Release dated September 18, 2019
     
99.59   News Release dated September 23, 2019
     
99.60   News Release dated September 25, 2019
     
99.61   News Release dated September 27, 2019
     
99.62   Annual Information Form of Millennial Esports Corp. for the fiscal year ended August 31, 2018 dated October 2, 2019
     
99.63   Certification of Annual Filings Venture Issuer Basic Certificate of Millennial Esports Corp. in connection with the filing of the AIF, annual financial statements and annual MD&A by CFO dated October 3, 2019
     
99.64   Certification of Annual Filings Venture Issuer Basic Certificate of Millennial Esports Corp. in connection with the filing of the AIF, annual financial statements and annual MD&A by CEO dated October 3, 2019
     
99.65   New Release dated October 3, 2019
     
99.66   New Release dated October 10, 2019
     
99.67   News Release dated October 16, 2019
     
99.68   Articles of Amendment dated October 17, 2019
     
99.69   News Release dated October 18, 2019
     
99.70   News Release dated October 22, 2019
     
99.71   News Release dated November 4, 2019
     
99.72   News Release dated November 5, 2019
     
99.73   News Release dated November 6, 2019
     
99.74   News Release dated October 24, 2019
     
99.75   News Release dated November 7, 2019
     
99.76   Arrangement Agreement between Torque Esports Corp. and UMG Media Ltd. dated November 6, 2019
     
99.77   Material Change Report dated November 13, 2019
     
99.78   News Release dated November 22, 2019
     
99.79   Agreement between Torque Esports Corp., Frankly Inc. and Winview Inc. dated November 22, 2019

 

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Exhibit   Description
     
99.80   Material Change Report dated November 22, 2019
     
99.81   News Release dated November 22, 2019
     
99.82   News Release dated December 20, 2019
     
99.83   News Release dated December 20, 2019
     
99.84   News Release dated December 24, 2019
     
99.85   News Release dated December 27, 2019
     
99.86   News Release dated December 31, 2019
     
99.87   Material Change Report dated January 2, 2020
     
99.88   News Release dated January 13, 2020
     
99.89   News Release dated February 3, 2020
     
99.90   Certification of Annual Filings Venture Issuer Basic Certificate of Torque Esports Corp. in connection with the filing of the AIF, annual financial statements and annual MD&A by CFO dated February 17, 2020
     
99.91   Certification of Annual Filings Venture Issuer Basic Certificate of Torque Esports Corp. in connection with the filing of the AIF, annual financial statements and annual MD&A by CEO dated February 17, 2020
     
99.92   Unaudited Condensed Interim Consolidated Financial Statements of Torque Esports Corp. for the three months ended November 30, 2019 and 2018
     
99.93   Management’s Discussion and Analysis of Torque Esports Corp. for the three months ended November 30, 2019 and 2019
     
99.94   Certification of Interim Filings Venture Issuer Basic Certificate of Millennial Esports Corp. in connection with the filing of the interim financial report and interim MD&A by CFO dated February 19, 2020
     
99.95   Certification of Interim Filings Venture Issuer Basic Certificate of Millennial Esports Corp. in connection with the filing of the interim financial report and interim MD&A by CEO dated February 19, 2020
     
99.96   Certification of Interim Filings Venture Issuer Basic Certificate of Torque Esports Corp. in connection with the filing of the interim financial report and interim MD&A by CFO dated February 19, 2020
     
99.97   Certification of Interim Filings Venture Issuer Basic Certificate of Torque Esports Corp. in connection with the filing of the interim financial report and interim MD&A by CEO dated February 19, 2020
     
99.98   News Release dated February 3, 2020
     
99.99   News Release dated February 27, 2020
     
99.100   News Release dated February 28, 2020
     
99.101   News Release dated March 2, 2020
     
99.102   News Release dated March 2, 2020
     
99.103   News Release dated March 3, 2020
     
99.104   News Release dated February 18, 2020
     
99.105   News Release dated March 10, 2020
     
99.106   Loan Agreement between Torque Esports Corp. and Frankly Inc. dated March 9, 2020

 

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Exhibit   Description
     
99.107   Business Combination Agreement between Torque Esports Corp., Engine Merger Sub Inc., Frankly Inc. and Winview, Inc. dated March 9, 2020
     
99.108   Material Change Report dated March 13, 2020
     
99.109   News Release dated March 5, 2020
     
99.110   News Release dated March 15, 2020
     
99.111   News Release dated March 16, 2020
     
99.112   News Release dated March 16, 2020
     
99.113   News Release dated March 17, 2020
     
99.114   News Release dated March 18, 2020
     
99.115   News Release dated March 18, 2020
     
99.116   News Release dated March 20, 2020
     
99.117   News Release dated March 21, 2020
     
99.118   News Release dated March 23, 2020
     
99.119   News Release dated March 25, 2020
     
99.120   News Release dated March 30, 2020
     
99.121   News Release dated April 1, 2020
     
99.122   News Release dated April 2, 2020
     
99.123   News Release dated April 6, 2020
     
99.124   News Release dated April 9, 2020
     
99.125   News Release dated April 9, 2020
     
99.126   News Release dated April 9, 2020
     
99.127   News Release dated April 13, 2020
     
99.128   News Release dated April 14, 2020
     
99.129   News Release dated April 21, 2020
     
99.130   News Release dated April 22, 2020
     
99.131   News Release dated April 22, 2020
     
99.132   News Release dated April 23, 2020
     
99.133   News Release dated April 28, 2020
     
99.134   News Release dated April 30, 2020
     
99.135   News Release dated May 1, 2020
     
99.136   News Release dated May 6, 2020
     
99.137   News Release dated May 11, 2020
     
99.138   News Release dated May 13, 2020
     
99.139   News Release dated May 14, 2020
     
99.140   Notice of the meeting and record date dated May 27, 2020
     
99.141   News Release dated May 27, 2020
     
99.142   Material Change Report dated May 27, 2020

 

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Exhibit   Description
     
99.143   News Release dated May 28, 2020
     
99.144   News Release dated May 29, 2020
     
99.145   News Release dated June 1, 2020
     
99.146   News Release dated June 3, 2020
     
99.147   News Release dated June 3, 2020
     
99.148   News Release dated June 4, 2020
     
99.149   News Release dated June 9, 2020
     
99.150   Certificate of Abridgement Regarding Annual General and Special Meeting of the Shareholders of Torque Esports Corp. to be held on July 15, 2020 dated June 18, 2020
     
99.151   Notice of Annual General and Special Meeting and Management Information Circular dated July 15, 2020
     
99.152   Form of Proxy – Annual General and Special Meeting to be held on July 15, 2020
     
99.153   News Release dated June 18, 2020
     
99.154   News Release dated June 23, 2020
     
99.155   News Release dated July 1, 2020
     
99.156   Unaudited Condensed Interim Consolidated Financial Statements of Torque Esports Corp. for the three and six months ended February 29, 2020 and February 28, 2019
     
99.157   Management’s Discussion and Analysis of Torque Esports Corp. for the six months ended February 29, 2020
     
99.158   Certification of Interim Filings Venture Issuer Basic Certificate of Torque Esports Corp. in connection with the filing of the interim financial report and interim MD&A by CFO dated July 8, 2020
     
99.159   Certification of Interim Filings Venture Issuer Basic Certificate of Torque Esports Corp. in connection with the filing of the interim financial report and interim MD&A by Co-CEO dated July 8, 2020
     
99.160   News Release dated July 14, 2020
     
99.161   Consent of Mazars dated July 14, 2020
     
99.162   Consent of MNP LLP *
     
99.163   Consent of McGovern Hurley LLP *

 

*To be filed by amendment.

 

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