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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): February 17, 2026
Sports
Entertainment Gaming Global Corporation
(Exact
Name of Registrant as Specified in Its Charter)
| Delaware |
|
001-38508 |
|
No.
81-1996183 |
(State
or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
5049
Edwards Ranch Rd., 4th Floor
Fort
Worth, Texas |
|
76109 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
(737)
787-3798
(Registrant’s
Telephone Number, Including Area Code)
n/a
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Exchange Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.001 per share |
|
SEGG |
|
The
Nasdaq Stock Market LLC |
| Warrants
to purchase one share of common stock, each at an exercise price of $2,300.00 |
|
LTRYW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act.
1.01
Entry into a Material Definitive Agreement
On
February 17, 2026, Sports Entertainment Gaming Global Corporation (the “Company” or “SEGG Media”) entered
into seven separate Share Purchase Agreements (collectively, the “SPAs”) with certain shareholders of Veloce Esports
Limited, a private company limited by shares incorporated in England and Wales (“Veloce”), pursuant to which the Company
agreed to acquire an aggregate of 20,008 issued shares of Veloce.
The
SPAs were entered into with certain shareholders: Daniel Bailey, James MacLaurin, Jack Clarke, Darryl Eales, Andrew Webb, MPA Creative
Limited, and Crimson Swordblade Limited.
The
aggregate purchase price under the SPAs is £25,135,262 (approximately $34.2 million at an exchange rate of $1.36 per £1.00),
payable through a combination of:
| |
● |
Cash consideration payable
in installments through February 15, 2027; |
| |
|
|
| |
● |
2,127,086 shares of the Company’s
common stock; and |
| |
|
|
| |
● |
A pre-funded warrant to purchase
227,500 shares of the Company’s common stock (issued to Crimson Swordblade Limited). |
The
Company’s common stock issued as consideration was valued at £7.35 per share ($10.00 per share).
The
SPAs include customary representations and warranties, survival periods, limitations on liability, and exclusive remedy provisions.
The SPAs also include transfer restrictions on issued shares, put and call option provisions based on future trading price thresholds,
and customary default provisions, including share issuance remedies in certain circumstances.
The
foregoing description is qualified in its entirety by reference to the SPAs, copies of which will be filed as exhibits to the Company’s
Annual Report on Form 10-K or by amendment to this Current Report on Form 8-K.
2.01
Completion of Acquisition or Disposition of Assets
On
February 17, 2026, the Company completed:
(i)
the acquisition of 20,008 issued shares of Veloce pursuant to the SPAs described in Item 1.01 above; and
(ii)
the subscription for 4,634 newly issued A1 ordinary shares of Veloce pursuant to a previously disclosed Subscription Agreement, as
amended.
The
aggregate consideration for the subscription was £5,675,444.74 (approximately $7.7 million at an exchange rate of $1.36 per
£1.00), consisting of £3,187,500 in cash and 338,360 shares of the Company’s common stock valued at $10.00 per
share.
Following
completion of the foregoing transactions, the Company owns approximately 67.93% of the issued share capital of Veloce.
The
Veloce transaction qualifies as a significant acquisition, as it meets the greater than 20% threshold. Accordingly, the Company
shall further file an amended Form 8-K to include financial statements pursuant to Rule 3-05 and proforma financial information pursuant
to Article 11 within 71 calendar days from the date of this filing.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
Sports
Entertainment Gaming Global Corporation. |
| |
|
|
| |
By: |
/s/
Robert J. Stubblefield |
| |
Name: |
Robert
J. Stubblefield |
| |
Title: |
Interim
Chief Executive Officer |
February
23, 2026
