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BUSINESS COMBINATIONS
9 Months Ended
Jun. 30, 2023
Business Combination and Asset Acquisition [Abstract]  
BUSINESS COMBINATIONS

NOTE 3 – BUSINESS COMBINATIONS

 

Acquisition of the B2C business of Aspire Global plc

 

On October 1, 2021, in order to accelerate the growth and expand market access for our product offerings, the Company and Esports Malta entered into the “Acquisition Agreement” with Aspire, Aspire Global International Limited, AG Communications Limited, Aspire Global 7 Limited (collectively the “Aspire Related Companies”), and Karamba Limited (“Karamba”) whereby Esports Malta acquired all of the issued and outstanding shares of Karamba. The total acquisition price, paid at the closing of the acquisition of the Karamba shares, was €65,000,000 paid as follows: (i) a cash amount of €50,000,000; (ii) €10,000,000, paid in accordance with the terms of an unsecured subordinated promissory note (the “Note”); and (iii) shares of Company common stock, which were valued at €5,000,000 (based on the weighted-average per-share price of the ten days prior to the execution date of the Acquisition Agreement). The transaction closed on November 29, 2021.

 

Unaudited Proforma Information

 

The following schedule contains pro-forma consolidated results of operations for the three months and nine months ended June 30, 2023 and 2022 as if the Aspire B2C acquisition occurred on October 1, 2021. The pro forma results of operations are presented for informational purposes only and are not indicative of the results of operations that would have been achieved if the acquisition had taken place on October 1, 2021, or of results that may occur in the future.

                
   Three Months Ended   Nine Months Ended 
   June 30, 2023   June 30, 2022   June 30, 2023   June 30, 2022 
Revenue  $7,974,517   $18,168,515   $33,962,971   $54,342,568 
Operating loss   (34,728,303)   (6,991,597)   (37,847,670)   (23,747,079)
Net loss   (43,730,398)   (8,978,699)   (55,299,838)   (30,971,308)
Net loss attributable to common shareholders   (44,722,672)   (10,402,922)   (59,386,657)   (35,172,147)
Loss per common share - basic and diluted  $(1.73)   (0.73)  $(2.71)   (2.47)

 

The most significant proforma adjustments relate to annual interest on the Senior Notes and Note to Aspire issued in connection with the acquisition, amortization expense of the estimated intangible assets recognized as part of the purchase price allocation, and the preferred dividends incurred in connection with the financing of the acquisition.