The size and engagement level of our online and in person gamers are critical to our success and are closely linked to the quality and popularity of the esports game publishers with which we have licenses. Esports game publishers on our gaming platform, including those who have entered into license agreements with us, may leave us for other gaming platforms or leagues which may offer better competition, and terms and conditions than we do. Furthermore, we may lose esports game publishers if we fail to generate the number of gamers to our tournaments and league competitions expected by such publishers. In addition, if popular esports game publishers cease to license their games to us, or our live streams fail to attract gamers, we may experience a decline in gamer traffic, subscriptions and engagement, which may have a material and adverse impact on our results of operations due to diminished revenues.and financial conditions.

We may set upmust continue to attract and operate Centersretain the most popular esports gaming titles in South America. To the extent we start operations in South America, we may derive a portion of its future revenues from countries within South America. Political or economic instability in countries within South America could have an adverse impact on our results of operations due to diminished revenues. Our future revenues, costs of operations and profits could also be affected by a number of other factors related to our anticipated South American operations, including changes in economic conditions in such countries, changes in a country’s political condition, trade protection measures, licensing and other legal requirements, and local tax issues.

Fluctuations in local currency exchange rates could negatively affect our performance.

Unanticipated exchange rate fluctuations in the local currencies could lead to lower reported consolidated results of operations due to the translation of these currencies into U.S. dollars when we consolidate our financial results with any subsidiaries that we establish in South America. A decrease in the value of the U.S. dollar in relation to the applicable local currency could increase our cost of doing business in the relevant jurisdiction.

Governmental policies in the South American countries where Centers are located could impact our business.

Changes in local governmental policies in the South American countries where Centers are expected to be located, and which could be expected to have a substantial impact on our business, include:

Risks Related to Smaaash Private

Smaaash Private has significant indebtedness and the imposition of certain restrictive covenants in Smaaash Private debt financing arrangements may increase Smaaash Private’s susceptibility to interest rate fluctuations, adversely impact Smaaash Private’s financial condition and results of operations, as well as restrict Smaaash Private’s operational flexibility.

As on December 31, 2017, Smaaash Private’s outstanding indebtedness on a consolidated basis aggregated to $44.10 million, including $44.05 million of secured debt and $0.05 million of unsecured debt, Smaaash Private may incur additional indebtedness in the future.

Smaaash Private’s significant indebtedness and the imposition of certain restrictive covenants in Smaaash Private’s debt financing arrangements may increase Smaaash Private’s susceptibility to interest rate fluctuations, adversely impact Smaaash Private’s financial condition and results of operations, as well as restricting Smaaash Private’s operational flexibility.

The possible implications of Smaaash Private’s significant indebtedness may include, but are not limited to, the following:

Smaaash Private is continually expanding and so may need to continually raise capital. If Smaaash Private is unable to raise capital on commercially favorable terms, including due to Smaaash Private’s high debt-equity ratio, Smaaash Private’s growth trajectory might be affected.

Smaaash Private is in the process of expansion and may need additional capital despite the fact that it has a significant portion of debt on its books. Due, in part, to Smaaash Private’s significant debt there are various reasons for it not being able to raise capital on commercially favorable terms including, but not limited to (i) high debt to equity ratio, (ii) trends in global capital and credit markets, and (iii) existing debt terms. Smaaash Private’s inabilityorder to maintain or obtain sufficient cash flow, credit facilities and other sources of funds, in a timely manner, or at all, to meet Smaaash Private’s expansion strategy requirements could adversely affect Smaaash Private’s growth trajectory.

The high fixed cost structure of Smaaash Private’s operations can result in significantly lower margins if Smaaash Private’s revenues should decline, which may adversely affect Smaaash Private’s business, financial condition, results of operations and prospects.

Smaaash Private’s total aggregate expenditure was $9.91 million and $18.90 million for fiscal years 2016 and 2017, respectively. A large proportion of Smaaash Private’s expenses are fixed expenses, including the cost of full-time employees, fixed rentals, interest costs, security and insurance, which do not vary significantly with retail traffic at Smaaash Private’s Centers. These expenses may continue to increase, in the aggregate, from year to year, particularly as Smaaash Private continue to expand its network of Centers in the future. In the event that Smaaash Private’s expenses increase at a faster rate than Smaaash Private’s revenues and if Smaaash Private is unable to rationalize Smaaash Private’s costs or realize efficiencies of scale, Smaaash Private may not be able to pass on such costs to Smaaash Private’s customers or offset its expenses. In such case, Smaaash Private may experience a decline in its profit margins and, in general, an adverse impact on its business, financial condition, results of operations and prospects.

Smaaash Private has significant capital expenditure requirements, and inability to raise adequate financing on commercially acceptable terms may limit Smaaash Private’s strategic initiatives and growth prospects.

Smaaash Private’s business is inherently capital intensive. Smaaash Private’s total capital expenditure was $10.99 million and $19.23 million in fiscal years 2016 and 2017, respectively. Smaaash Private is required to undertake capital investments on a regular basis, to introduce new games and entertainment options, or to improve existing games and entertainment options and, particularly, when Smaaash Private opens new Centers. In addition, Smaaash Private must incur expenditures to maintain and improve supporting or complementary infrastructure and services at Smaaash Private’s Centers, including Smaaash Private’s food and beverage venues, parking and other facilities. The actual amounts and timing of Smaaash Private’s future capital expenditure may differ from Smaaash Private’s estimates, from time to time, including on account of, among other things, availability of land for future expansion, interest rates, future cash flows being less than Smaaash Private had estimated, fluctuations in currency exchange rates or commodity prices, unforeseen delays or cost overruns on Smaaash Private’s part or on the part of any of Smaaash Private’s equipment or technology supply or other vendors or partners, technological advances, design changes, inability to obtain or delay in obtaining requisite regulatory approvals or third party consents such as from lenders or lessors or others, unanticipated expenses, delays in Smaaash Private’s payments from corporate customers in Smaaash Private’s product sales business or issues with the credit worthiness of such customers, general economic conditions, market developments and new opportunities or challenges in the industry, or in the geographies in which Smaaash Private operate. Smaaash Private’s capital expenditures and investments may rise in the future, given Smaaash Private’s expansion plans as well as the scope of Smaaash Private’s existing operations. The financing required by Smaaash Private for such capital expenditures and investments may not be available to it on commercially acceptable terms or at all, or Smaaash Private’s ability to seek additional financing in the future may be restricted due to the terms of Smaaash Private’s existing or future borrowings, or regulatory constraints on equity or debt capital raising, or a range of macroeconomic factors, including interest rates.

Smaaash Private’s inability to raise adequate financing on commercially acceptable terms, or at all, in the future may limit Smaaash Private’s strategic initiatives and growth prospects. In addition, there can be no assurance that Smaaash Private’s capital investment will yield the planned returns at any time in the future, at expected rates, or at all. In any such event, Smaaash Private’s business, financial condition, results of operations and prospects may be adversely affected.

Smaaash Private, as well as its affiliated companies, have unsecured borrowings from time to time, which may be repayable on demand, including on the occurrence of an event of default in the terms of such financing agreements. Any unexpected calls for repayment of a significant amount of such borrowings may impact Smaaash Private’s ability to manage its debt service obligations.

Smaaash Private, as well as Smaaash Private’s affiliates, have unsecured borrowings from time to time, which may be repayable on demand, including on the occurrence of an actual or alleged event of default. Any unexpected calls for repayment of a significant amount of such borrowings may impact Smaaash Private’s ability to manage its debt service obligations. Any failure to service such indebtedness or comply with any obligations under such financing agreements may cause it to incur penalty interest or may result in the termination of one or more of Smaaash Private’s credit facilities or acceleration or cross-acceleration of payments under such credit facilities, as well as the declaration of an event of default or cross-default, which may adversely affect Smaaash Private’s business, financial condition, results of operation and prospects.

Smaaash Private’s operations are significantly dependent on changes in public and customer tastes and discretionary spending patterns. Smaaash Private’s inability to successfully anticipate customer preferences or to gain popularity for Smaaash Private’s games may negatively impact Smaaash Private’s profitability.

Smaaash Private’s success depends significantly on public and customer tastes and preferences, which can be unpredictable. If Smaaash Private is unable to successfully anticipate customer preferences or increase the popularity of its games,our leagues, tournaments and competitions, and ensure the per capita revenue and overall customer expenditures at Smaaash Private’s Centers may decrease, and thereby negatively impact Smaaash Private’s profitability. In response to such developments, Smaaash Private may need to increase its marketing and product development efforts and expenditures, adjust its game or product sale pricing, modify the games themselves, or take other actions, which may further erode Smaaash Private’s profit margins, or otherwise adversely affect Smaaash Private’s resultssustainable growth of operations and financial condition. In particular, Smaaash Private may need to expend considerable cost and effort in carrying out extensive research and development to assess the potential interest in a game, testing and launching new games, and to remain abreast with continually evolving technology and trends, as well as the success and popularity of the sports icons, athletes and celebrities who act as Smaaash Private’s brand ambassadors or as part of the themes or simulation models for certain of Smaaash Private’s games.

While Smaaash Private may incur significant expenditures of this nature, including in the future as Smaaash Private continues to expand Smaaash Private’s operations, there can be no assurance that any such expenditures or investments by it will yield expected or commensurate returns or results, within a reasonable or anticipated time, or at all. Among other things, although one of the factors on which Smaaash Private compete is Smaaash Private’s ability to continually launch new games or embrace new technology, Smaaash Private may also face the converse challenge of introducing new games or new technology to Smaaash Private’s customers through a user-friendly, intuitive, or attractive interface. For instance, Smaaash Private may face challenges in introducing new technology or games to customers who are not familiar with such new technology platforms or interfaces, or do not find such technology, platforms or interfaces convenient to use or easy to grasp. Moreover, there may be resistance to or a lack of enthusiastic customer response for Smaaash Private’s games, for instance, because of actual or perceived concerns that customers may not enjoy, or may encounter difficulties, or even suffer injuries or motion sickness, when playing Smaaash Private’s games, including Smaaash Private’s active games and interactive sports simulators and Smaaash Private’s Augmented Reality (“AR”) and Virtual Reality (“VR”) games, or the perception that immersive single-player VR games can cause feeling of isolation to the extent that they do not allow a multi-player interaction. Any such factors could adversely affect Smaaash Private’s business, financial condition, results of operations and prospects.

The nature of Smaaash Private’s business exposes it to negative publicity or customer complaints, including in relation to, among other things, accidents, injuries or thefts at Smaaash Private’s Centers, or health and safety concerns arising from improper use of Smaaash Private’s game equipment or at Smaaash Private’s food and beverage venues.

Smaaash Private’s business inherently exposes it to negative publicity or customer complaints as a result of accidents, injuries, or in extreme cases, deaths, arising from instances of air-borne, water-borne or food-borne contagion or illness, food contamination, spoilage, tampering, equipment failure, improper use of Smaaash Private’s equipment, fire, explosion, terrorist attacks or civil riots, and other safety or security issues, such as kidnapping, or associated risks arising from other actual or perceived non-compliance with safety, quality or service standards or norms in relation to the various game, entertainment and food and beverage attractions at Smaaash Private’s Centers. Even isolated or sporadic incidents or accidents may have a negative impact on Smaaash Private’s brand image and reputation, and Smaaash Private’s Centers’ or games’ or Smaaash Private’s own popularity with customers. The considerable expansion of social media in recent years has compounded the effect of any potential negative publicity.

Smaaash Private cannot guarantee that its employee training, internal controls and other precautions will be sufficient to prevent any such occurrence at Smaaash Private’s Centers, or in relation to the games developed by it for third party sales, or to control or mitigate any negative consequences. In addition, Smaaash Private relies on third-party security and housekeeping staff for certain non-core functions, as well as certain technology vendors and partners. Although Smaaash Private monitors vendors and partners and, in certain cases, may have a contractual indemnity or recourse in case of any default on their part, Smaaash Private’s ability to assure a safe and satisfactory experience to Smaaash Private’s customers is necessarily limited to the extent of Smaaash Private’s dependence on third parties, from time to time. Moreover, Smaaash Private may not be able to distance or insulate ourselves from any adverse publicity or reputational damage arising from any act, omission or negligence on the part of a vendor or other third party, which may negatively affect a customer’s experience at any of Smaaash Private’s Centers.

Smaaash Private’s business and operations are subject to various risks relating to the acquisitions of target companies. Smaaash Private’s inability to complete and successfully integrate the future acquisition targets may affect Smaaash Private’s growth strategy, market share, profitability or competitive position.

Smaaash Private’s plans to expand through future acquisitions of companies along with organic growth. There can be no assurance that Smaaash Private will be able to successfully integrate the acquired businesses into its existing operations as planned. Smaaash Private may be adversely impacted by liabilities that it assumes from these acquisitions, including known and unknown obligations, intellectual property or other assets, terminated employees, current or former clients, or other third parties, and it may failour gamer community. We must continue to identify or adequately assess the magnitude of certain liabilities, shortcomings or other circumstances prior to the acquisitions, which could result in unexpected legal or regulatory exposure, unfavorable accounting treatment, unexpected increases in taxes, or other adverse effects on its business.

Smaaash Private has a relatively limited operating history and may not be able to sustain Smaaash Private’s growth levels in the future.

Smaaash Private commenced commercial operations at Smaaash Private’s first Center in Mumbai in November 2012, and all of Smaaash Private’s other Centers have commenced commercial operations within the last three fiscal years. Smaaash Private’s first international Center, in the Mall of America, in Minnesota, U.S.A. was opened in December 2016. Consequently, Smaaash Private currently has relatively limited operating experience, particularly, overseas, and may encounter challenges in further expansion, including its proposed overseas expansion.

Consequently, it may be difficult to evaluate Smaaash Private’s past performance and prospects. For instance, Smaaash Private’s consolidated revenue increased from $8.65 million in fiscal year 2016 to $18.06 million in fiscal year 2017. Smaaash Private may not be able to sustain such growth rates in the future, and may not be able to leverage its experience in its existing markets in order to grow Smaaash Private’s business in new markets.

Smaaash Private’s growth strategy to expand within India and in international markets exposes it to certain execution and other risks, which may adversely impact Smaaash Private’s business, financial condition, results of operations and prospects.

Smaaash Private’s growth strategy includes, expanding its network of Centers in India and overseas, growing Smaaash Private’s array of games and other attractions, increasing Smaaash Private’s product sales within India and in international markets, enhancing Smaaash Private’s marketing initiatives and brand value, and also increasing Smaaash Private’s sponsorship and other businesses. In pursuing Smaaash Private’s growth strategy, Smaaash Private may be exposed to several risks and uncertainties, including, but not limited to the following:

Smaaash Private’s inability to effectively pursue Smaaash Private’s growth strategy or manage Smaaash Private’s expanded operations, may lead to operational and financial inefficiencies, which may have an adverse effect on Smaaash Private’s business, financial condition, results of operations, prospects and reputation.

Smaaash Private’s registered and corporate office and the premises at which Smaaash Private’s Centers are located are leased. Smaaash Private’s inability to renew such leases on commercially acceptable terms, or at all, may adversely impact Smaaash Private’s operations.

Smaaash Private’s registered and corporate office is situated at 2nd Floor, Trade View Building, Oasis Complex, Kamala Mills, Gate No. 4, Pandurang Budhkar Marg, Lower Parel, Mumbai 400 013, within Smaaash Private’s flagship Mumbai Center premises. These premises are currently leased for a five year term which terminates on July 31, 2020.

In addition, the premises at which Smaaash Private’s Centers are located are all either leased or licensed from various parties (including third parties as well as, in some cases, related parties), for varying terms, generally for an initial period ranging between three, five, twelve and twenty years, and in certain cases are automatically renewable for further terms.

Smaaash Private has also entered into revenue sharing arrangements with the property developers for several of Smaaash Private’s Centers in India. Under such revenue sharing arrangements with property developers, Smaaash Private typically pays monthly rent at a fixed percentage of the monthly net retail sales amount (which is generally reset to a higher percentage after the completion of a specified initial duration within the rental period) or, in certain cases, either a monthly minimum guaranteed amount, or a fixed percentage of the monthly net retail sales amount (which is reset to a higher percentage after the completion of a specified initial duration within the rental period), whichever is higher. Certain of these rental and revenue sharing arrangements are subject to lock-up periods, during which time, Smaaash Private cannot terminate these arrangements early without payment of the agreed rent for the entire lock-up period. After the lapse of the lock-in period, Smaaash Private may terminate the arrangements with prior notice. In contrast, the licensors can typically terminate the arrangements at any time, with prior notice, with or without cause.

In the event of any early termination by a licensor or rent escalation or any other difficulties arising in Smaaash Private’s arrangements with Smaaash Private’s lessors, Smaaash Private’s operations may be disrupted, or Smaaash Private may incur substantially increased costs in order to continue or renew Smaaash Private’s rental arrangements, or to make alternative arrangements in order to continue Smaaash Private’s operations, at one or more of Smaaash Private’s Centers, or Smaaash Private may be required to relocate Smaaash Private’s operations elsewhere, in the event Smaaash Private is unable to conclude Smaaash Private’s negotiations with any of Smaaash Private’s lessors in a timely manner and at a commercially viable cost.

Smaaash Private’s operations are subject to various national, state and local laws and regulations, including in relation to commercial operations, food safety and hygiene, liquor licensing, the protection of the environment, and occupational health and safety, which may limit Smaaash Private’s operational flexibility, or subject it to significant compliance costs, which may, in turn, adversely affect Smaaash Private’s financial condition.

Smaaash Private’s operations are subject to various national, state and local laws and regulations, including in relation to commercial operations, food safety and hygiene, liquor licensing, the protection of the environment, and occupational health and safety. While Smaaash Private, to its knowledge, is currently compliant with applicable laws in all respects known to it, Smaaash Private cannot be certain of the applicability, interpretation or implementation of all laws and policies. For instance, in the event that it is alleged or established that games and entertainment options at Smaaash Private’s Centers could be considered “gambling”, “betting”, or “wagering”, or the operation of a “casino”, or “lottery”, which activities are currently not legal across India, it may subject Smaaash Private to some form of regulatory taxation, licensing or approval that Smaaash Private does not already possess, or the prizes or discounts or other incentives awarded by it to the winners of skill-based or other games at Smaaash Private’s Centers may be taxable or require some form of regulatory licensing or approval that Smaaash Private does not already possess, in which case Smaaash Private’s operations could be adversely affected or disrupted, or Smaaash Private may be subject to penalty. If any such licenses or approvals are required there can be no assurance that the relevant authorities will issue or, where required, renew such approvals or registrations in the timeframes anticipated by it. Failure by it to obtain, maintain or renew the required approvals or registrations may result in the interruption of Smaaash Private’s operations and may have an adverse effect on Smaaash Private’s business, financial condition, results of operations and prospects. Additionally, Smaaash Private is required to adhere to certain terms and conditions provided under the statutory and regulatory approvals and registrations, in terms of which Smaaash Private operates, which may require it to undertake substantial compliance-related expenditures.

Any actual or alleged breach or non-compliance with specified conditions may result in the suspension, withdrawal or termination of Smaaash Private’s approvals and registrations or the imposition of penalties by the relevant authorities. While Smaaash Private is not currently aware of any such outstanding material claims or obligations, Smaaash Private may incur substantial costs, including clean up or remediation costs, fines and civil or criminal sanctions, and personal injury claims, as a result of violations of or liabilities under environmental or health and safety laws or noncompliance with permits required at Smaaash Private’s Centers, which, as a result, may have an adverse effect on Smaaash Private’s business and prospects. In addition, as Smaaash Private expanding into newer geographical markets, Smaaash Private may be required to comply with various environmental and health and safety laws and regulations within such jurisdictions. Further, any change in or expansion of the scope of the regulations governing Smaaash Private’s operations, would likely involve substantial additional costs, including costs relating to maintenance and inspection, development and implementation of emergency procedures and insurance coverage or other additional costs to address environmental incidents or external threats. Smaaash Private’s inability to control the costs involved in complying with these and other relevant laws and regulations

Smaaash Private depends significantly on its brand recognition and reputation. The ineffectiveness of Smaaash Private’s brand building, marketing and advertising initiatives, or failure on Smaaash Private’s part to enhance Smaaash Private’s brand image in the future, may adversely impact Smaaash Private’s product sales, sponsorship revenue and other revenues.

Smaaash Private believes that the recognition and reputation of its brand and associated marks, among customers of all ages, genders and backgrounds have contributed significantly to the growth and success of Smaaash Private’s business. Maintaining and enhancing the recognition and reputation of these brands and marks are, therefore, critical to Smaaash Private’s business and competitiveness. Smaaash Private’s brand investment and marketing and promotional activities may not be effective with customers, or may not yield commensurate returns on Smaaash Private’s investment. In particular, as Smaaash Private expands into new geographic or international markets, customers in these markets may not recognize or accept Smaaash Private’s brand and products, as well as Smaaash Private’s customers in existing markets have, in Smaaash Private’s past. Smaaash Private also anticipates that, as Smaaash Private’s business expands into new markets and as the market becomes increasingly competitive, maintaining and enhancing Smaaash Private’s brands may become increasingly difficult and expensive.

If Smaaash Private fails to enhance Smaaash Private’s brand recognition, reputation and positive awareness of its Centers and the products Smaaash Private sells to third parties, it may be difficult for it to grow Smaaash Private’s game, product sales, sponsorship and other revenues and customer bases. Further, the customers that visit Smaaash Private’s Centers, or that purchase game equipment and equipment sold by its directly or through Smaaash Private’s distributors, would typically expect a high level of quality and satisfaction from Smaaash Private’s games. Smaaash Private’s customers’ expectations may be subjective, going beyond technical specifications and internal factors within Smaaash Private’s control. Smaaash Private’s failure to deliver on such expectations may adversely impact Smaaash Private’s brand image, reputation, business, financial condition, results of operations and prospects.

Smaaash Private incurs significant raw material costs, including import costs, and does not have long term purchase contracts with its vendors, as Smaaash Private typically relies on purchase orders. As a result, Smaaash Private may be susceptible to pricing pressures or disruptions in its relationships with its vendors, which may negatively impact Smaaash Private’s operations.

Smaaash Private’s cost of raw materials accounted for 20% of Smaaash Private’s total expenditure, during fiscal year 2017. As Smaaash Private incurs significant raw material costs, including import costs, and does not have long term purchase contracts with Smaaash Private’s vendors, as it typically relies on purchase orders, Smaaash Private may be susceptible to pricing pressures or disruptions in Smaaash Private’s relationships with Smaaash Private’s vendors, which may negatively impact Smaaash Private’s operations. Particularly, as Smaaash Private intends to expand the scale of Smaaash Private’s operations, Smaaash Private’s reliance on third party suppliers of various raw materials, products and services may rise. In addition, there may be limited alternate suppliers for certain of Smaaash Private’s equipment and raw material purchases. If Smaaash Private is unable to source equipment and raw materials meeting required specifications, in sufficient quantities, at the required time, at commercially acceptable costs, or at all, Smaaash Private’s business, financial condition, results of operations and prospects may be adversely affected, particularly to the extent Smaaash Private is unable to pass on increased costs to Smaaash Private’s customers.

Smaaash Private is a company with global operations, and is subject to the risks and uncertainties of conducting business outside India.

Smaaash Private conducts its business across emerging markets such as India, Middle East, Africa, South East Asia and Latin America, and derives a substantial amount of its revenues and profits from international sales, particularly from Africa and South East Asia. During the fiscal year 2017, and during the nine-month period ended December 31, 2017, Smaaash Private’s international operations contributed 24% and 18%, respectively, to Smaaash Private’s total revenue from operations including product sales. The markets in which Smaaash Private operates are diverse and fragmented, with varying levels of economic and infrastructure development and distinct legal and regulatory systems, and do not operate seamlessly across borders as a single or common market. Smaaash Private may require considerable management attention and resources for managing Smaaash Private’s growing business across these emerging markets. Going forward, Smaaash Private anticipates that international sales will continue to account for a significant portion of Smaaash Private’s total revenues and profits and moreover that sales in emerging markets in Asia, Africa and elsewhere will be an increasingly important part of Smaaash Private’s international sales. Further, Smaaash Private plans to continue the expansion of its game offerings to various other jurisdictions, where Smaaash Private has limited or no experience in marketing, developing and deploying Smaaash Private’s games. Therefore, Smaaash Private may be subject to risks inherent in doing business in countries other than India, including:

Further, a number of agreements executed by Smaaash Private and by Smaaash Private’s subsidiaries, are governed by laws other than Indian law. In the event of a dispute under such agreements, Smaaash Private may not be able to successfully defend its position, and any adverse decision may adversely impact its financial position, results of operations and cash flows. If Smaaash Private is unable to manage its global operations successfully, Smaaash Private’s financial results could be adversely affected, which may impact profit margins or make it increasingly difficult for it to conduct business in foreign markets.

Smaaash Private’s failure to keep pace with rapidly evolving technology may adversely impact Smaaash Private’s business, results of operations and prospects.

Smaaash Private’s future success will depend in large part on Smaaash Private’s ability to respond to technological advances and to emerging industry standards and practices, in a cost-effective and timely manner. The manufacture and sale of game equipment and components in general, and AR or VR games, in particular, is characterized by rapid and disruptive evolution and obsolescence, including as a result of trial and error. The development and implementation of technology and systems integration by it may entail significant technical and business risks. There can be no assurance that Smaaash Private will successfully implement new technologies or integrate different systems or platforms effectively, or that Smaaash Private will adapt its existing technology and systems to meet continually evolving customer expectations or preferences, or emerging industry standards and trends. Technology updates may result in significant costs.

Certain aspects of technological change may require constant testing and enhancement, for instance, the sensitivity and responsiveness of the display, sensors or controls of a game, or the associated hardware or software systems. For instance, over time, bulky headsets and consoles for VR games have given away to more convenient, user-friendly and sophisticated VR game systems with wearable devices, and earlier prototypes and models of several other kinds of game equipment and components that used to have basic functions and several limitations have increasingly been replaced by newer and lighter models with higher performance or functionality, including enhanced models that allow richer simulations or more realistic and, thus, immersive game experiences, or more efficient operation.

However, at times, what Smaaash Private considers to be a promising or transformative technological advance may not be attractive to Smaaash Private’s customers, or compatible with other systems that Smaaash Private has previously deployed, and Smaaash Private’s investment in such technology may not necessarily yield the expected returns within the estimated time, or at all. As a result of these and other factors, Smaaash Private would need to exercise constant vigilance to assess changing trends and customer response, and to devote financial, management and other resources towards adapting appropriately to such changes. If Smaaash Private is unable, for technical, legal, financial or other reasons, to adapt in a timely manner to technological changes, Smaaash Private’s business, future financial performance could be adversely affected.

Any future risks arising from any joint ventures or acquisitions or other strategic business alliances or initiatives could adversely impact Smaaash Private’s operations.

As a part of Smaaash Private’s business strategy, Smaaash Private intends to explore opportunities for overseas expansion, including through joint ventures or acquisitions. Similarly, Smaaash Private may engage in corporate reorganizations, where there are operational benefits expected to arise from such initiatives and opportunities.

Smaaash Private has entered, and may enter into discussions regarding a wide array of potential strategic transactions, including corporate reorganization, acquisitions, investments, joint ventures or other business collaborations, divestments, or continuing operations following such strategic transactions.

The riskslicense agreements with esports gaming publishers developing “hit’ games that Smaaash Private may face in connectionresonate with these transactions may include the following:

If any of the foregoing risks materialize, they could have an adverse effect on Smaaash Private’s business, financial condition, results of operations and prospects. Moreover, acquisitions, mergers and consolidations at times require prior approval of the anti-trust regulator in the relevant jurisdiction. For example, in India, acquisitions, mergers and consolidations that exceed certain revenue and asset thresholds require prior approval of the Competition Commission of India (“CCI”). Any acquisitions, mergers or consolidations that have an appreciable adverse effect on competition in India may be subject to remedial measures proposed by the CCI. Smaaash Privateongoing basis. We cannot assure you that Smaaash Private will be ablewe can continue to obtain approval for any suchattract and retain the same level of first-tier esports game publishers and our ability to do so is critical to our future transactions on satisfactory terms, or at all.

success.

If Smaaash Private is unablewe fail to retain key members of Smaaash Private’s senior management, or if Smaaash Private is unablekeep our existing gamers highly engaged, to continue attracting and retaining talented personnel of the appropriate level and background, Smaaash Private’sacquire new gamers, to successfully implement a membership model for our gaming community, our business, profitability and prospects may be adversely affected.

Among other factors, Smaaash Private’s sustained growthOur success depends on our ability to maintain and grow the continued involvementnumber of membersgamers attending and participating in our in-person and online tournaments and competitions, and using our gaming platform, and keeping our gamers highly engaged. Of particular importance is the successful deployment and expansion of Smaaash Private’s core management team. Smaaash Private has a young and dynamic and professionally skilled management team, various membersour membership model to our gaming community for purposes of which have contributed to Smaaash Private’s track record of growth. In addition, from time to time, Smaaash Private actively recruits professionally qualified individuals with a professional and educational background that Smaaash Private considers appropriate to a business of Smaaash Private’s size and nature. Typically, the terms of employment with individuals would include a variable pay component linked to their performance during their engagement with Smaaash Private and generally evaluated on at least an annual basis.creating predictable recurring revenues.

There is no assurance that Smaaash Private will be ableIn order to attract, retain and engage gamers and remain competitive, we must continue its successful hiringto develop and expand our leagues, including internationally, produce engaging tournaments and competitions, successfully license the newest “hit” esports games and titles, implement new technologies and strategies, improve features of talentedour gaming platform and key personnel as well as managing attrition and maintaining good employee relationsstimulate interactions in our gamer community.

A decline in the future. Smaaash Private may incur significant costsnumber of our gamers in implementing Smaaash Private’s strategies towards retaining members of Smaaash Private’s core management team and motivating and training Smaaash Private’s employee base in general. Managing attrition in the future may divert significant management attention. Smaaash Private’s failure to attract new personnel of sufficient skill and experience, or to retain any or sufficient numbers of key individuals, or to avoid, mitigate or otherwise manage attrition or any future labor-related or industrial dispute or demonstration or deterioration in relations with Smaaash Private’s employees individually or collectively,our ecosystem may adversely affect Smaaash Private’sthe engagement level of our gamers, the vibrancy of our gamer community, or the popularity of our league play, which may in turn reduce our monetization opportunities, and have a material and adverse effect on our business, financial condition and results of operations. If we are unable to attract and retain gamers, our revenues may decline and our results of operations and prospects.financial condition may suffer.

We cannot assure you that our online and in person gaming platform and centers will remain sufficiently popular with gamers to offset the costs incurred to operate and expand them. It is vital to our operations that we remain sensitive and responsive to evolving gamer preferences and offer first-tier esports game content that attracts our gamers. We must also keep providing gamers with new features and functions to enable superior content viewing, and social interaction. Further, we will need to continue to develop and improve our gaming platform and centers and to enhance our brand awareness, which may require us to incur substantial costs and expenses. If such increased costs and expenses do not effectively translate into an improved gamer experience and long-term engagement, our results of operations may be materially and adversely affected.

Risks Related to International Operations

Smaaash Private does not have single-entry tickets and has not fully automated its ticketing system. As a result, Smaaash Private’s abilityThe risks related to accurately determine retail traffic or customer numbers may be limited or subject to error.international operations, in particular in countries outside of the United States, could negatively affect the Company’s results.

Smaaash Private does not offer single-entry ticketsIt is expected that the Company will derive between 15% to any20% of its Centersrevenue from transactions denominated in currencies other than the United States dollar, such as Brazil, and it has not fully automatedthe Company expects that receivables with respect to foreign sales will account for a significant amount of its ticketing system.total accounts and receivables. As a result, visitors to Smaaash Private’s Centers must generally purchase separate tickets to enjoysuch, the game attractions. In addition, Smaaash Private’s loyalty cards,Company’s operations may be adversely affected by changes in foreign government policies and legislation or social instability and other factors which are not uniquely taggedwithin the control of the Company, including, but not limited to, recessions in foreign economies, expropriation, nationalization and electronically monitored, so Smaaash Private’s abilitylimitation or restriction on repatriation of funds, assets or earnings, longer receivables collection periods and greater difficulty in collecting accounts receivable, changes in consumer tastes and trends, renegotiation or nullification of existing contracts or licenses, changes in gaming policies, regulatory requirements or the personnel administering them, currency fluctuations and devaluations, exchange controls, economic sanctions and royalty and tax increases, risk of terrorist activities, revolution, border disputes, implementation of tariffs and other trade barriers and protectionist practices, taxation policies, including royalty and tax increases and retroactive tax claims, volatility of financial markets and fluctuations in foreign exchange rates, difficulties in the protection of intellectual property particularly in countries with fewer intellectual property protections, the effects that evolving regulations regarding data privacy may have on the Company’s online operations, adverse changes in the creditworthiness of parties with whom the Company has significant receivables or forward currency exchange contracts, labor disputes and other risks arising out of foreign governmental sovereignty over the areas in which the Company’s operations are conducted. The Company’s operations may also be adversely affected by social, political and economic instability and by laws and policies of such foreign jurisdictions affecting foreign trade, taxation and investment. If the Company’s operations are disrupted and/or the economic integrity of its contracts is threatened for unexpected reasons, its business may be harmed.

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

Doing business in the industries in which the Company operates often requires compliance with numerous and extensive procedures and formalities. These procedures and formalities may result in unexpected or lengthy delays in commencing important business activities. In some cases, failure to follow such formalities or obtain relevant evidence may call into question the validity of the entity or the actions taken. Management of the Company is unable to predict the effect of additional corporate and regulatory formalities which may adversely affect Smaaash Private’s results of operations.

If Smaaash Private is required to rely significantly on third party game developers or vendorsbe adopted in the future Smaaash Privateincluding whether any such laws or regulations would materially increase the Company’s cost of doing business or affect its operations in any area.

The Company may in the future enter into agreements and conduct activities outside of the jurisdictions where it currently carries on business, which expansion may present challenges and risks that the Company has not faced in the past, any of which could adversely affect the results of operations and/or financial condition of the Company.

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

The Company expects that it will derive between 15% and 20% of its revenues in currencies other than the United States dollar; however, a substantial portion of the Company’s operating expenses are incurred in United States dollars. Fluctuations in the exchange rate between the U.S. dollar, the Real (Brazil) and other currencies may have a material adverse effect on the Company’s business, financial condition and operating results. The Company’s consolidated financial results are affected by foreign currency exchange rate fluctuations. Foreign currency exchange rate exposures arise from current transactions and anticipated transactions denominated in currencies other than United States dollars and from the translation of foreign-currency-denominated balance sheet accounts into United States dollar-denominated balance sheet accounts. The Company is exposed to currency exchange rate fluctuations because portions of its revenue and expenses are denominated in currencies other than the United States dollar, particularly the Real. In particular, uncertainty regarding economic conditions in Brazil pose risk to the stability of the Real. Exchange rate fluctuations could adversely affect the Company’s operating results and cash flows and the value of its assets outside of United States. If a foreign currency is devalued in a jurisdiction in which the Company is paid in such currency, then the Company’s customers may be required to incur significant licensepay higher amounts for the Company’s products or services, which they may be unable or unwilling to pay.

While the Company may enter into forward currency swaps and royalty costs,other derivative instruments intended to mitigate the foreign currency exchange risk, there can be no assurance the Company will do so or that any instruments that the Company enters into will successfully mitigate such risk. If the Company enters into foreign currency forward or other hedging contracts, the Company would be subject to the risk that a counterparty to one or more of these contracts defaults on its performance under the contracts. During an economic downturn, a counterparty’s financial condition may deteriorate rapidly and with little notice, and the Company may be unable to take action to protect its exposure. In the event of a counterparty default, the Company could lose the benefit of its hedging contract, which may harm its business and financial condition. In the event that one or more of the Company’s counterparties becomes insolvent or files for bankruptcy, its ability to eventually recover any benefit lost as a result of that counterparty’s default may be limited by the liquidity of the counterparty. The Company expects that it will not be able to hedge all of its exposure to any particular foreign currency, and it may not hedge its exposure at all with respect to certain foreign currencies. Changes in exchange rates and the Company’s limited ability or inability to successfully hedge exchange rate risk could have an adverse impact Smaaash Private’s profitabilityon the Company’s liquidity and prospects.results of operations.

We may be unable to obtain licenses in new jurisdictions where our customers operate.

Smaaash Private’s in-house R&DWe are subject to regulation in any jurisdiction where our customers access our website. To expand into any such jurisdiction we may need to be licensed, or obtain approvals of our products or services. If we do not receive, or receive a revocation of a license in a particular jurisdiction for our products or services, we would not be able to sell or place our products or services in that jurisdiction. Any such outcome could materially and adversely affect our results of operations and any growth plans for our business.

Privacy concerns could result in regulatory changes and impose additional costs and liabilities on the Company, limit its use of information, and adversely affect its business.

Personal privacy has become a significant issue in the United States, Brazil, Europe, and many other countries in which the Company currently operates and may operate in the future. Many federal, state, and foreign legislatures and government agencies have imposed or are considering imposing restrictions and requirements about the collection, use, and disclosure of personal information obtained from individuals. Changes to laws or regulations affecting privacy could impose additional costs and liability on the Company and could limit its use of such information to add value engineering capability supports Smaaash Private’s gamefor customers. If the Company were required to change its business activities or revise or eliminate services, or to implement burdensome compliance measures, its business and results of operations could be harmed. In addition, the Company may be subject to fines, penalties, and potential litigation if it fails to comply with applicable privacy regulations, any of which could adversely affect the Company’s business, liquidity and results of operation.

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

The Company, its customers, and its suppliers have operations in locations subject to natural occurrences such as severe weather and other geological events, including hurricanes, earthquakes, or flood that could disrupt operations. Any serious disruption at any of the Company’s facilities or the facilities of its customers or suppliers due to a natural disaster could have a material adverse effect on the Company’s revenues and increase its costs and expenses. If there is a natural disaster or other serious disruption at any of the Company’s facilities, it could impair its ability to adequately supply its customers, cause a significant disruption to its operations, cause the Company to incur significant costs to relocate or re-establish these functions and negatively impact its operating results. While the Company intends to seek insurance against certain business interruption risks, such insurance may not adequately compensate the Company for any losses incurred as a result of natural or other disasters. In addition, any natural disaster that results in a prolonged disruption to the operations of the Company’s customers or suppliers may adversely affect its business, results of operations or financial condition.

Risks Related to Regulation

The Company is subject to various laws relating to trade, export controls, and foreign corrupt practices, the violation of which could adversely affect its operations, reputation, business, prospects, operating results and financial condition.

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

Violations of these laws and regulations could result in significant fines, criminal sanctions against the Company, its officers or its employees, requirements to obtain export licenses, disgorgement of profits, cessation of business activities in sanctioned countries, prohibitions on the conduct of its business and its inability to market and sell the Company’s products or services in one or more countries. Additionally, any such violations could materially damage the Company’s reputation, brand, international expansion efforts, ability to attract and retain employees and the Company’s business, prospects, operating results and financial condition.

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

The Company may become subject to any number of laws and regulations that may be adopted with respect to the internet and electronic commerce. New laws and regulations that address issues such as user privacy, pricing, online content regulation, taxation, advertising, intellectual property, information security, and the characteristics and quality of online products and services may be enacted. As well, current laws, which predate or are incompatible with the internet and electronic commerce, may be applied and enforced in a manner that restricts the electronic commerce market. The application of such pre-existing laws regulating communications or commerce in the context of the internet and electronic commerce is uncertain. Moreover, it may take years to determine the extent to which existing laws relating to issues such as Smaaash Private’s product sales business. While Smaaash Private is not currently heavily reliantintellectual property ownership and infringement, libel and personal privacy are applicable to the internet. The adoption of new laws or regulations relating to the internet, or particular applications or interpretations of existing laws, could decrease the growth in the use of the internet, decrease the demand for esports’ products and services, increase esports’ cost of doing business or could otherwise have a material adverse effect on any single technology partneresports’ business, revenues, operating results and financial condition.

Risks Relating to Our Common Stock, Our Warrants and the Offering

Once our common stock and warrants (forming part of the units offered hereby) are listed on Nasdaq Capital Market or vendor,NYSE American, there can be no assurance that Smaaash Privatewe will be able to comply with the national stock exchange’s continued listing standards.

As a condition to consummating this offering, our common stock and the warrants offered in this prospectus must be listed on the Nasdaq Capital Market, NYSE American or another national securities exchange. Accordingly, in connection with the filing of the registration statement of which this prospectus forms a part, we have applied to list our common stock and warrants (forming part of the units offered hereby) on the Nasdaq Capital Market or NYSE American under the symbols “WINR” and “WINRW”, respectively. Assuming that our common stock and warrants are listed and after the consummation of this offering, there can be no assurance any broker will be interested in trading our stock. Therefore, it may be difficult to sell your shares of common stock or warrants if you desire or need to sell them. Our underwriters are not become reliantobligated to make a market in our securities, and even if it makes a market, it can discontinue market making at any time without notice. Neither we nor the underwriters can provide any assurance that an active and liquid trading market in our securities will develop or, if developed, that such market will continue.

Once our common stock and warrants (forming part of the units offered hereby) are approved for listing on external technology partnersthe Nasdaq Capital Market or vendorsNYSE American, there is no guarantee that we will be able to maintain such listing for any period of time by perpetually satisfying continued listing requirements. Our failure to continue to meet these requirements may result in our securities being delisted from Nasdaq Capital Market or NYSE American, as the case may be.

The market price of our common stock and warrants (forming part of the units offered hereby) is likely to be highly volatile because of several factors, including a limited public float.

The market price of our common stock has been volatile in the past and the market price of our common stock and our warrants is likely to be highly volatile in the future. In the event that Smaaash Private is required, in the future, to rely on third party game developers or other technology partners or vendors, Smaaash Private may be required to incur significant license and royalty costs, which may impact Smaaash Private’s profitability and prospects.

Moreover, in the absence of long term vendor contracts, or regardless of the existence of any such long term vendor contracts, Smaaash PrivateYou may not be able to negotiate fixed cost procurementsresell shares of our common stock or our warrants (forming part of the units offered hereby) following periods of volatility because of the market’s adverse reaction to volatility.

Other factors that could cause such volatility may include, among other things:

Any of these factors could have a significant and therefore,adverse impact on the market price of our common stock and/or warrants. In addition, the stock market in general has at times experienced extreme volatility and rapid decline that has often been unrelated or disproportionate to the operating performance of particular companies. These broad market fluctuations may be susceptible to periodic, adversely affect the trading price of our common stock and/or erratic price escalations,warrants, regardless of Smaaash Private’s own technical or other specifications and budgetary and other expectations. In such events, Smaaash Private cannot be assured of Smaaash Private’s ability to continue to procure equipment and component from the same reputed and trusted vendors in the future, as Smaaash Private may be required to make alternative arrangements for equipment and component supplies at lower cost, more flexible terms, or otherwise. Further, in such situations, in certain cases, Smaaash Private may incur losses due to acts, omissions or negligence of a vendor or partner, where Smaaash Private cannot seek or enforce sufficient warranty, indemnity, liquidated damages, penalties or other forms of recompense, mitigation or support.

As a consequence of any such factors, Smaaash Private’s business, financial condition, results of operations and prospects may be adversely affected.our actual operating performance.

Any future allegationOur common stock has in the past been a “penny stock” under SEC rules, and our warrants (forming part of intellectual property rights infringement by Smaaash Private, or its failurethe units offered hereby) may be subject to protect and defend its own intellectual property rightsthe “penny stock” rules in the future. It may adversely affect Smaaash Private’s business and prospects.be more difficult to resell securities classified as “penny stock.”

Smaaash PrivateIn the past (including immediately prior to this offering), our common stock was a “penny stock” under applicable SEC rules (generally defined as non-exchange traded stock with a per-share price below $5.00). While our common stock (and trading warrants (forming part of the units offered hereby)) will not be considered “penny stock” following this offering since they will be listed on the Nasdaq Capital Market or NYSE American, if we are unable to maintain that listing and our common stock and warrants are no longer listed on a national securities exchange, unless we maintain a per-share price above $5.00, our common stock and warrants will become “penny stock.” These rules impose additional sales practice requirements on broker-dealers that recommend the purchase or sale of penny stocks to persons other than those who qualify as “established customers” or “accredited investors.” For example, broker-dealers must determine the appropriateness for non-qualifying persons of investments in penny stocks. Broker-dealers must also provide, prior to a transaction in a penny stock not otherwise exempt from the rules, a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, disclose the compensation of the broker-dealer and its salesperson in the transaction, furnish monthly account statements showing the market value of each penny stock held in the customer’s account, provide a special written determination that the penny stock is significantly dependent on Smaaash Private’s in-house developed games, componentsa suitable investment for the purchaser, and technologyreceive the purchaser’s written agreement to the transaction.

Legal remedies available to an investor in “penny stocks” may include the following:

These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for its business. Smaaash Private’s general policy isa security that becomes subject to seek intellectual property protection for those innovationsthe penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit the market price and improvements that Smaaash Private considers likelyliquidity of our securities. These requirements may restrict the ability of broker-dealers to sell our common stock or our warrants and may affect your ability to resell our common stock and our warrants.

Many brokerage firms will discourage or refrain from recommending investments in penny stocks. Most institutional investors will not invest in penny stocks. In addition, many individual investors will not invest in penny stocks due, among other reasons, to the increased financial risk generally associated with these investments.

For these reasons, penny stocks may have a limited market and, consequently, limited liquidity. We can give no assurance at what time, if ever, our common stock or our warrants will not be incorporated into Smaaash Private’s business or to give it a competitive advantage. Moreover, when Smaaash Private conducts product sales to third parties, Smaaash Private retains Smaaash Private’s intellectual property rightsclassified as a matter of practice and policy. In this relation, Smaaash Private relies on a variety of website domain names, trademark registrations and other proprietary information, as well as confidentiality agreements or arrangements with Smaaash Private’s employees and consultants or other third parties to protect Smaaash Private’s intellectual property rights. For instance, Smaaash Private’s corporate trade name and logo, were assigned to it by Star India Private Limited (“Star India”) pursuant to a deed of perpetual assignment dated effective as of November 30, 2013. Under this deed, Smaaash Private has perpetual rights to use 30 trademarks for“penny stock” in the SMAAASH device and word mark, in various classes, throughout the territory of India, for which registration applications have been filed with the Indian Trademark Registry. Further, under this deed of assignment, Star India has confirmed that it has no right or claims to such trademark outside the territory of India. In addition, Smaaash Private has applied for 219 trademarks, in various classes. Should there be any claim regarding Smaaash Private’s right to use such trademarks, including during the period the above-mentioned registration applications remain pending with the Trademark Registry, Smaaash Private’s business and prospects may be adversely affected.

In addition, Smaaash Private may not be able to detect any unauthorized use or to take appropriate and timely steps to enforce or protect Smaaash Private’s intellectual property rights, trade secrets, or other confidential information, which may adversely affect Smaaash Private’s business, financial condition, results of operations and prospects. Any protective agreements and arrangements or measures taken by it may not sufficiently protect Smaaash Private’s intellectual property rights, including Smaaash Private’s trade secrets, and confidential information. In the event any of Smaaash Private’s employees or consultants or vendors or partners or customers, during or after their association with Smaaash Private’s Company, disclose crucial information regarding Smaaash Private’s intellectual property rights, trade secrets or other confidential information to Smaaash Private’s competitors, directly or indirectly, Smaaash Private may be required to resort to litigation or other proceedings to enforce, protect or determine the validity and scope of Smaaash Private’s intellectual property rights and to defend against third party infringement. Further, Smaaash Private may be subject to allegations or adverse publicity regarding violation of third party intellectual property rights. Involvement in any such proceedings or adverse publicity could divert management time and attention, and consume financial resources. Any intellectual property rights infringement claims that Smaaash Private may be required to initiate or defend may not be settled favorably, or within a reasonable time, or at all, or that no additional liability will arise out of these proceedings. An adverse outcome in any of these proceedings could have an adverse effect on Smaaash Private’s business, financial condition, results of operations, prospects and reputation.future.

Smaaash Private reliesIf the benefits of any proposed acquisition do not meet the expectations of investors, stockholders or financial analysts, the market price of our Common Stock may decline.

If the benefits of any proposed acquisition do not meet the expectations of investors or securities analysts, the market price of our Common Stock prior to the closing of the proposed acquisition may decline. The market values of our Common Stock at the time of the proposed acquisition may vary significantly from their prices on distributorsthe date the acquisition target was identified.

In addition, broad market and industry factors may materially harm the market price of our Common Stock irrespective of our operating performance. The stock market in general has experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our securities, may not be predictable. A loss of investor confidence in the market for Smaaash Private’s third party sales and does not have exclusiveretail stocks or long term arrangements with such distributors. As a result, Smaaash Private’sthe stocks of other companies which investors perceive to be similar to us could depress our stock price regardless of our business, prospects, financial conditions or results of operations. A decline in the market price of our securities also could adversely affect our ability to expand its product salesissue additional securities and our ability to obtain additional financing in the future.

Changes in accounting principles and guidance, or their interpretation, could result in unfavorable accounting charges or effects, including changes to our previously filed financial statements, which could cause our stock price to decline.

We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”). These principles are subject to interpretation by the Securities and Exchange Commission (the “SEC”) and various bodies formed to interpret and create appropriate accounting principles and guidance. A change in these principles or guidance, or in their interpretations, may have visibility over future or repeat orders may be limited, or Smaaash Private may be susceptiblea significant effect on our reported results and retroactively affect previously reported results.

Being a public company results in additional expenses, diverts management’s attention and could also adversely affect our ability to disruptions in its relationships with its distributors, which may negatively impact Smaaash Private’s operations.attract and retain qualified directors.

As Smaaash Private reliesa public reporting company, we are subject to the reporting requirements of the Exchange Act. These requirements generate significant accounting, legal and financial compliance costs and make some activities more difficult, time consuming or costly and may place significant strain on distributorsour personnel and resources. The Exchange Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. In order to establish the requisite disclosure controls and procedures and internal control over financial reporting, significant resources and management oversight are required.

As a result, management’s attention may be diverted from other business concerns, which could have an adverse and even material effect on our business, financial condition and results of operations. These rules and regulations may also make it more difficult and expensive for Smaaash Private’s third party salesus to obtain director and does not have exclusive or long term arrangements with such distributors, Smaaash Private’sofficer liability insurance. If we are unable to obtain appropriate director and officer insurance, our ability to expand Smaaash Private’s product sales or have visibility over future or repeat ordersrecruit and retain qualified officers and directors, especially those directors who may be limited,deemed independent, could be adversely impacted.

We are an “emerging growth company” and our election to delay adoption of new or Smaaash Private may be susceptiblerevised accounting standards applicable to disruptions in its relationships with its distributors, which may negatively impact Smaaash Private’s operations. If Smaaash Private’s distributor agreements are terminated or not renewed or replaced in a timely manner, thispublic companies may result in our financial statements not being comparable to those of some other public companies. As a disruptionresult of Smaaash Private’s operations.this and other reduced disclosure requirements applicable to emerging growth companies, our securities may be less attractive to investors.

As a public reporting company with less than $1,070,000,000 in revenue during our last fiscal year, we qualify as an “emerging growth company” under the JOBS Act. An emerging growth company may take advantage of certain reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. In particular, as an emerging growth company we:

We intend to take advantage of all of these reduced reporting requirements and exemptions, including the losslonger phase-in periods for the adoption of business from any significant distributors. Smaaash Private’s future product sales businessnew or revised financial accounting standards under §107 of the JOBS Act. Our election to use the phase-in periods may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under §107 of the JOBS Act.

Certain of these reduced reporting requirements and exemptions were already available to us due to the fact that we also qualify as a “smaller reporting company” under SEC rules. For instance, smaller reporting companies are not required to obtain an auditor attestation and report regarding management’s assessment of internal control over financial reporting; are not required to provide a compensation discussion and analysis; are not required to provide a pay-for-performance graph or Chief Executive Officer pay ratio disclosure; and may also depend on Smaaash Private’s abilitypresent only two years of audited financial statements and related MD&A disclosure.

Under the JOBS Act, we may take advantage of the above-described reduced reporting requirements and exemptions for up to attract additional dealerships and widen Smaaash Private’s distributor network. There canfive years after our initial sale of common equity pursuant to a registration statement declared effective under the Securities Act or such earlier time that we no longer meet the definition of an emerging growth company. In this regard, the JOBS Act provides that we would cease to be no assurance that Smaaash Private’s distributorsan “emerging growth company” if we have more than $1,070,000,000 in annual revenues, have more than $700 million in market value of our Common Stock held by non-affiliates, or issue more than $1.0 billion in principal amount of non-convertible debt over a three-year period. Further, under current SEC rules we will continue to doqualify as a “smaller reporting company” for so long as we have a public float (i.e., the market value of common equity held by non-affiliates) of less than $75 million as of the last business with it or that Smaaash Private can attract additional distributorsday of our most recently completed second fiscal quarter.

We cannot predict if investors will find our securities less attractive due to Smaaash Private’s network. In addition, Smaaash Private’s distributors could change their business practices, or seek to modify their payment terms, which could negatively impact Smaaash Private’s business, financial condition, results of operations and prospects.our reliance on these exemptions.

If Smaaash Private’s relationship with Shripal Morakhia, its founder, is disrupted in any way, Smaaash Private’s business and prospectswe fail to maintain effective internal control over financial reporting, the price of our securities may be adversely affected.

Shripal Morakhia,Our internal control over financial reporting has weaknesses and conditions that require correction or remediation. For the founderyear ended May 31, 2020 and the quarter ended February 28, 2021, we identified a material weakness in our assessment of Smaaash Private,the effectiveness of disclosure controls and procedures. We did not effectively segregate certain accounting duties due to the small size of our accounting staff. We are dependent upon our Chief Financial Officer, who is an entrepreneur associatedknowledgeable and experienced in the past with Sharekhan, SSKIapplication of GAAP, to maintain our disclosure controls and YoBoHo. Among other things, Smaaash Private benefits from Mr. Morakhia’s vision, strategic guidance, yearsprocedures and the preparation of entrepreneurialour financial statements for the foreseeable future. We plan to increase the size of our accounting staff at the appropriate time for our business and managerial experience,its size to ameliorate our concern that we do not effectively segregate certain accounting duties, which we believe would resolve the material weakness in disclosure controls and his relationships inprocedures, but there can be no assurances as to the industry. If Mr. Morakhia is unabletiming of any such action or unwilling for any reasonthat we will be able to continue his present association with Smaaash Private, or to devote as much time to Smaaash Private’s operations as he has in the past, or if he isdo so.

We are required to take a prolonged leavecomply with certain provisions of absence for any reason, Smaaash Private may not able to replace him easily, or at all. In particular, as Smaaash Private grows inSection 404 of the future, including internationally, it may be challenging for Mr. MorakhiaSarbanes-Oxley Act and if we fail to continue to comply, our business could be harmed, and the price of our securities could decline.

Rules adopted by the SEC pursuant to Section 404 of the Sarbanes-Oxley Act require an annual assessment of internal control over financial reporting, and for certain issuers an attestation of this assessment by the issuer’s independent registered public accounting firm. The standards that must be met for management to assess the internal control over financial reporting as effective are evolving and complex, and require significant documentation, testing, and possible remediation to meet the detailed standards. We expect to incur significant expenses and to devote as much timeresources to Section 404 compliance on an ongoing basis. It is difficult for us to predict how long it will take or costly it will be to complete the assessment of the effectiveness of our internal control over financial reporting for each year and attention to Smaaash Private’s operationsremediate any deficiencies in person, as he has in the past.our internal control over financial reporting. As a result, we may not be able to complete the assessment and remediation process on a timely basis. In the event that our Chief Executive Officer or Chief Financial Officer determines that our internal control over financial reporting is not effective as defined under Section 404, we cannot predict how regulators will react or how the market prices of any such factors, Smaaash Private’s business, financial condition, resultsour securities will be affected; however, we believe that there is a risk that investor confidence and the market value of operations and prospects and, particularly, Smaaash Private’s brand value, reputation and expansion strategy,our securities may be adverselynegatively affected.

The natureOur management team will have immediate and broad discretion over the use of Smaaash Private’s business renders it susceptible to financial misappropriation, theft, negligence or similar activities or incidents on the part of Smaaash Private’s employees,net proceeds from this offering and we may use the net proceeds in ways with which may adversely impact Smaaash Private’s operations, reputation and prospects.you disagree.

Smaaash Private’s business is susceptibleThe net proceeds from this offering will be immediately available to actsour management to use at their discretion. We currently intend to use the net proceeds from this offering to fund the expansion of fraud, financial misappropriation, theft, negligence our operations by the acquisition and/or build-out of new gaming center locations, strategic acquisition of other misconduct committed by Smaaash Private’s employees. Fraudulentcompanies, products or technologies, repay approximately $1,135,462 of principal and unauthorized conduct by Smaaash Private’s employees could also include binding itaccrued interest outstanding on the Series A-2 Note issued to transactions that exceed authorized limits or present unacceptable risks or concealing unauthorized or unlawful activitiesMaxim, working capital and general corporate purposes. See “Use of Proceeds.” We have not allocated specific amounts of the net proceeds from it. Employee misconduct could also involvethis offering for any of the improperforegoing purposes. Accordingly, our management will have significant discretion and flexibility in applying the net proceeds of this offering. You will be relying on the judgment of our management with regard to the use or disclosure of confidential information pertainingthese net proceeds, and you will not have the opportunity, as part of your investment decision, to it or to third parties such as equipment or technology vendors or partners, which could result in regulatory sanctions, legal or other proceedings and serious reputational or financial harm.assess whether the proceeds are being used appropriately. It is possible that the net proceeds will be invested in a way that does not always possibleyield a favorable, or any, return for us or our stockholders. The failure of our management to deter fraud or misconduct by employees and the precautions Smaaash Private take and the systems Smaaash Private has put in place to prevent and deteruse such activities may not be effective in all cases. Even isolated or sporadic incidents or accidents mayfunds effectively could have a negative impactmaterial adverse effect on Smaaash Private’s brand image and reputation, as well as Smaaash Private’sour business, prospects, financial condition, and results of operation and prospects.operation.

Smaaash Private has entered,You will experience immediate and substantial dilution as a result of this offering and may continue to enter, into certain related party transactions. There can be no assurance that Smaaash Private could not have achieved more favorable terms, if such transactions had not been entered into with related parties, or that Smaaash Private will be able to maintain existing termsexperience additional dilution in the future, where the terms are or may be more favorable than if the transactions had not been entered into with related parties.future.

Smaaash Private has entered into various transactions with related parties. While Smaaash Private believes thatYou will incur immediate and substantial dilution as a result of this offering. After giving effect to the sale by us of up to $10,000,000 in units (of which our common stock forms a part) offered in this offering, at a public offering price of $14.10 per unit, and after deducting the underwriters’ discounts and commissions and other estimated offering expenses payable by us, investors in this offering can expect an immediate dilution of approximately $12.11 per share, or 78.7%, at the assumed public offering price.

Shares eligible for future sale may adversely affect the market.

From time to time, certain of our stockholders may be eligible to sell all such transactions have been conducted on an arm’s length basis and contain commercially reasonable terms, Smaaash Private may have been able to achieve more favorable terms had such transactions been entered into with unrelated parties. It is also likely that Smaaash Private may enter into related partyor some of their shares of common stock by means of ordinary brokerage transactions in the open market pursuant to Rule 144 promulgated under the Securities Act, subject to certain limitations. In general, pursuant to Rule 144, non-affiliate stockholders may sell freely after six months, subject only to the current public information requirement. Affiliates may sell after six months, subject to the Rule 144 volume, manner of sale (for equity securities), current public information, and notice requirements. Of the approximately 1,424,008 (11,392,064 pre-reverse split) shares of our common stock outstanding as of April 14, 2021, approximately 787,994 (6,303,952 pre-reverse split) shares are tradable without restriction. Given the limited trading of our common stock, resale of even a small number of shares of our common stock pursuant to Rule 144 or an effective registration statement may adversely affect the market price of our common stock.

Anti-takeover provisions contained in our Certificate of Incorporation, as amended, and bylaws, as well as provisions of Delaware law, could impair a takeover attempt.

The Company’s Certificate of Incorporation, as amended, and bylaws contain provisions that could have the effect of delaying or preventing changes in control or changes in our management without the consent of our board of directors. These provisions include:

These provisions, alone or together, could delay hostile takeovers and changes in control of the Company or changes in our board of directors and management.

Any provision of our Certificate of Incorporation, as amended, or bylaws or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our security holders to receive a premium for their securities and could also affect the price that some investors are willing to pay for our securities.

We have never paid dividends on our common stock and have no plans to do so in the future.

Holders of shares of our common stock are entitled to receive such dividends as may be declared by our board of directors. To date, we have paid no cash dividends on our shares of common stock and we do not expect to pay cash dividends on our common stock in the foreseeable future. Although all material related party transactions that Smaaash PrivateWe intend to retain future earnings, if any, to provide funds for operations of our business. Therefore, any return investors in our common stock may enter into,have will be subjectin the form of appreciation, if any, in the market value of their shares of common stock. See “Dividend Policy.”

We will indemnify and hold harmless our officers and directors to board or shareholder approval, as necessarythe maximum extent permitted by Delaware law.

Our bylaws provide that we will indemnify and hold harmless our officers and directors against claims arising from our activities, to the maximum extent permitted by Delaware law. If we were called upon to perform under our indemnification agreement, then the Companies Act 2013,portion of our assets expended for such purpose would reduce the amount otherwise available for our business.

Even if our recent Reverse Stock Split achieves the requisite increase in the market price of our Common Stock, there can be no assurance that we will be approved for listing on a national securities exchange or able to comply with other continued listing standards of a national securities exchange.

Even if our recent Reverse Stock Split increased the market price of our Common Stock sufficiently so that we comply with the minimum market price requirement, we cannot assure you that we will be able to comply with the other standards that we are required to meet in order to be approved for listing on a national securities exchange or maintain a listing of our Common Stock on such transactions, individually orexchange. Our failure to meet these requirements prior to listing will result in the aggregate, willoffering not have an adverse effect on Smaaash Private’s financial conditionoccurring and results of operations or that Smaaash Private could not have achieved more favorable terms if such transactions had not been entered into with related parties. Such related party transactionsour failure to meet these requirements following listing may potentially involve conflicts of interest.

Such transactions, individually orresult in the aggregate, may not always be in the best interests of Smaaash Private’s minority shareholders and will not have an adverse effect on Smaaash Private’s business, results of operations, financial condition and cash flowsour Common Stock being delisted from a national securities exchange.

Smaaash Private’s financial results for any fiscal quarter, particularly duringThe Reverse Stock Split may decrease the first and third fiscal quarters of any given fiscal year, when Smaaash Private typically experiences increased revenues, may not be indicative of results achieved or achievable in any other or future period.

Smaaash Private does not consider its business to be generally seasonal in nature, as Smaaash Private’s Centers offer mostly indoor games and entertainment and food and beverage options. Unlike companies that operate outdoor water parks, theme parks or amusement parks, Smaaash Private does not expect to experience extreme fluctuations in the number of visitors or time spent or expenditure per capita at any of Smaaash Private’s Centers, on account of weather conditions such as high heat, bitter cold or heavy monsoons and other extreme weather. However, Smaaash Private typically experiences, or would expect to experience, increased revenues during the first fiscal quarter ending June 30 and third fiscal quarter ending December 31 of any given fiscal year, including as a result of school summer and winter vacations in India, resulting in higher numbers of families with children being able to visit Smaaash Private’s Centers. Similar temporary effects may be seen as a result of public holidays, long weekends, or other factors that may cause quarterly or monthly fluctuations in Smaaash Private’s results.

Consequently, Smaaash Private’s financial results for any given fiscal quarter or period may not be indicative of results achieved or achievable in any other or future fiscal quarter or period, or Smaaash Private’s annualized results for any given fiscal quarter or period may not be indicative of Smaaash Private’s actual results for the entire fiscal year.

Smaaash Private’s insurance coverage may not adequately protect it against all future risks, which may adversely affect Smaaash Private’s business and prospects.

Smaaash Private maintains insurance coverage, including for fire, acts of god and perils, terrorism, burglary, money, loss of profit, fidelity guarantee, fixed glass and sanitary fitting, electronic equipment, machinery breakdown, portable equipment, sign boards, commercial general liability, marine transit, and directors’ and officers’ liability insurance, as well as employee health and medical insurance, with standard exclusions in each instance. While Smaaash Private maintains insurance in amounts that Smaaash Private considers reasonably sufficient for a business of Smaaash Private’s nature and scale, with insurers that Smaaash Private consider reliable and credit worthy, Smaaash Private may face losses and liabilities that are uninsurable by their nature, or that are not covered, fully or at all, under Smaaash Private’s existing insurance policies. Moreover, coverage under such insurance policies would generally be subject to certain standard or negotiated exclusions or qualifications and, therefore, any future insurance claims by it may not be honored by Smaaash Private’s insurers in full, or at all. In addition, Smaaash Private’s premium payments under Smaaash Private’s insurance policies may require a significant investment by it.

To the extent that Smaaash Private suffers loss or damage for which it did not obtain insurance, that is not covered by insurance or that exceeds Smaaash Private’s insurance coverage, the loss will have to be borne by it and Smaaash Private’s business, cash flow, financial condition, results of operations and prospects may be adversely affected.

Failure of, or disruption in, Smaaash Private’s information technology systems may adversely impact Smaaash Private’s business, reputation and prospects.

Smaaash Private relies on Smaaash Private’s information technology systems to provide it with connectivity and control across Smaaash Private’s business functions, through Smaaash Private’s software, hardware and network systems. Smaaash Private has also deployed what Smaaash Private consider to be adequate data backup and retrieval mechanisms. However, any major or sustained failure in Smaaash Private’s information technology systems or loss of connectivity or loss of data arising from such failure, including due to power outage, human error, hacking, espionage or sabotage, could disrupt Smaaash Private’s ability to track, record and analyses Smaaash Private’s work in progress, process financial information, manage creditors or debtors, or vendors or partners, or otherwise engage in normal business activities, which could have an adverse effect on Smaaash Private’s operations.

Smaaash Private relies on certain data from third parties in this prospectus.

Smaaash Private relies on third party data including data from the GoI and industry publications for the information provided in this proxy. Such data may also be produced on a different basis from comparable information compiled with regard to other countries. Therefore, discussions of matters relating to India, its economy or the game industry herein are subject to the caveat that the statistical and other data upon which such discussions are based may be incomplete or unreliable. Due to possibly flawed or ineffective data collection methods or discrepancies between published information and market practice and other problems, the statistics herein may be inaccurate or may not be comparable to statistics produced elsewhere. However, we are responsible for the accuracy and completenessliquidity of the disclosure herein including the data from third parties and investors are entitled to rely on such disclosure.

Risks Related to Smaaash Private’s Operations in India

General economic conditions in India could adversely affect Smaaash Private’s business, financial condition, resultsshares of operations and prospects.

Visiting games and entertainment centers is perceived as a leisure activity, or discretionary expenditure. In addition, Smaaash Private competes with other recreation categories, such as amusement parks, cinemas, fine dining and travel, involving customers’ discretionary expenditure. Consequently, Smaaash Private’s business is sensitive to a number of factors that influence the global and local economy in which Smaaash Private operate, as well as discretionary customer spending, including population, urbanization, income levels, recession, inflation, deflation, uncertainty regarding regulatory or policy developments, availability of credit, taxation, stock market and commodities markets performance, unemployment and other matters that influence customer confidence. In particular, Smaaash Private’s performance may decline during recessionary periods or in other periods where one or more macroeconomic factors, or potential macroeconomic factors, negatively affect the level of discretionary expenditure. In the past, the Indian economy has been affected by global economic uncertainties, liquidity crises, domestic policies, global political environment, volatility in interest rates, currency exchange rates, commodity and electricity prices, rising inflation rates, increase in banks’ stressed assets, and various other factors. There is no certainty that the Indian economy will continue to grow, or that business sentiment will remain buoyant or improve, or that India will not face high inflationary pressures in the future. Among other things, high rates of inflation may decrease demand for Smaaash Private’s services and increase employee costs, which may have an adverse effect on per capita and overall customer spends at Smaaash Private’s Centers, Smaaash Private’s profitability and competitive advantage. Additionally, an increase in trade deficit or a decline in India’s foreign exchange reserves could negatively affect interest rates and liquidity, which could adversely affect the Indian economy and Smaaash Private’s business. Delayed structural reform in the Indian banking and financial sector or fiscal policy, among other factors, could also have consequent negative impact on the larger economy. Any downturn in the macroeconomic environment in India could have an adverse effect on Smaaash Private’s business, financial condition, results of operations and prospects.

Political, economic or other factors beyond Smaaash Private’s control may have an adverse impact on Smaaash Private’s business, financial condition, results of operations and prospects.our Common Stock.

The following external risks may have an adverse impact on Smaaash Private’s business, financial condition, resultsliquidity of operations and prospects, should anythe shares of them materialize:

If such events should impact the national or any regional economies, Smaaash Private’s business, financial condition, results of operations and prospectsour Common Stock may be affected adversely affected.by the Reverse Stock Split given the reduced number of shares outstanding following the Reverse Stock Split. In addition, the occurrenceReverse Stock Split may have increased the number of anyshareholders who own odd lots (less than 100 shares) of these events may resultour Common Stock, creating the potential for such shareholders to experience an increase in a lossthe cost of investor confidence, which could potentially lead to economic recessionselling their shares and generally have an adverse effect on Smaaash Private’s business, financial condition, results of operations and prospects.

greater difficulty affecting such sales.

Changing laws, rules and regulations and legal uncertainties specifically relating to tax laws, may adversely affect Smaaash Private’s business, financial condition, results of operations and prospects.

Smaaash Private operates in a rapidly evolving regulatory and policy environment. Regulatory and policy changes may adversely affect Smaaash Private’s business, financial condition, results of operations and prospects, to the extent that Smaaash Private is unable to suitably respond to, and comply with, any changes in applicable law and policy. The Central or State Governments in the countries Smaaash Private operate in may implement new regulations and policies which will require us to obtain additional approvals and licenses from the government and other regulatory bodies or may impose onerous requirements and conditions on Smaaash Private’s operations.

The Competition Act, 2002 (the “Competition Act”) regulates practices that could haveIf an appreciable adverse effect on competition in the relevantactive, liquid trading market in India. Any adverse application or interpretationfor our warrants (forming part of the Competition Act could adversely affect Smaaash Private’s business, financial condition, results of operations and prospects.

Under the Competition Act, any arrangement, understanding or action in concert, whether formal or informal, which causes or is likely to cause an appreciable adverse effect on competition in India is void and may result in substantial monetary penalties and compensation to be paid to persons shown to have suffered losses. Any agreement among competitors, which, directly or indirectly, determines purchase or sale prices, results in bid rigging or collusive bidding, limits or controls production, supply, markets, technical development, investment or provision of services, or shares the market or source of production or provision of services in any manner, including by way of allocation of geographical area or types of goods or services or number of customers in the market, is presumed to have an appreciable adverse effect on competition.

Further, the Competition Act prohibits abuse of a dominant position by any enterprise, directly or indirectly, including by way of unfair or discriminatory pricing or conditions in sale of goods or services, limiting production of goods, provision of services, or technical or scientific developments relating to goods or services to the prejudice of consumers, using a dominant position in one relevant market to enter into, or protect, another relevant market, denial of market access, or making the conclusion of contracts subject to acceptance of unrelated supplementary obligations. Such practices are subject to substantial monetary penalties and may also be subject to compensation for losses and orders to divide the enterprise.

Although Smaaash Private hasunits offered hereby) does not historically undertaken any inorganic growth initiatives, as part of its expansion strategy Smaaash Private intends to do so in the future, if suitable opportunities arise. If Smaaash Private or any of its affiliates are affected, directly or indirectly, by the application or interpretation of any provision of the Competition Act, proceedings initiated by the CCI, any claim by any party under the Competition Act, or any adverse publicity due to scrutiny or prosecution under the Competition Act, including financial penalties, Smaaash Private’s business, financial condition, results of operations and prospects may be adversely affected. Acquisitions, mergers and consolidations that exceed certain revenue and asset thresholds require prior approval by the CCI. Any acquisitions, mergers or consolidations that have an appreciable adverse effect on competition in India may be subject to remedial measures proposed by the CCI. Smaaash Privatedevelop, you may not obtain approval for any such future transactions on satisfactory terms,be able to sell your warrants quickly or at all.

Regional hostilities, terrorist attacks, communal disturbances, civil unrest and other acts of violence or war involving India and other countries may result in a loss of investor confidence and a decline in the value of Smaaash Private’s equity shares.

Terrorist attacks, civil unrest and other acts of violence or war may negatively affect the Indian markets in which Smaaash Private operates its business and also adversely affect the worldwide financial markets. In addition, Asia has from time to time experienced instances of civil unrest and hostilities among neighboring countries. Hostilities and tensions may occur in the future and on a wider scale. Military activity or terrorist attacks in India, such as the attacks in Mumbai in November 2008 and in July 2011, may result in investor concern about stability in the region, which may adversely affect the value of Smaaash Private’s equity shares. Events of this nature in the future, as well as social and civil unrest within other countries in Asia, could influence the Indian economy and could have an adverse effect on the Smaaash Private’s business, including the value of equity shares.

The occurrence of natural disasters may adversely affect Smaaash Private’s business, financial condition and results of operations.desirable price.

The occurrence of natural disasters, including hurricanes, floods, earthquakes, tornadoes, fires and pandemic disease may adversely affect Smaaash Private’s business, financial condition or results of operations. For instance, India has experienced several natural calamities such as earthquakes, tsunamis, floods and drought in recent years, including Cyclone Phailin, which affected the coastal areaswarrants forming a part of the Statesunits issued in this offering will be immediately exercisable and expire on the fifth anniversary of Odisha and Andhra Pradesh, the earthquakedate of issuance. The warrants will have an initial exercise price per share equal to $15.51. In the event that the stock price of our common stock does not exceed the exercise price of the warrants during the period when the warrants are exercisable, the warrants may not have any value.

There is no established trading market for the warrants sold in the state of Uttarakhand in 2013, floods in the Kashmir valley in 2014this offering, and the floodsmarket for the warrants may be highly volatile or may decline regardless of our operating performance. We intend to list the warrants offered in Chennaithis offering the Nasdaq Capital Market or NYSE American under the symbol “WINRW”. However, an active public market for our warrants may not develop or be sustained. We cannot predict the extent to which investor interest in the state of Tamil Nadu in 2015. The extent and severity of such natural disasters determines their effect on the regional and national economy.

Any downgrade of credit ratings of India or Indian companies may adversely affect Smaaash Private’s ability to raise debt financing.

India’s sovereign foreign currency long-term debt is currently rated (i) “BBB-” (negative) by Standard & Poor’s Rating Group, a division of McGraw-Hill Companies, Inc., or Standard & Poor’s, (ii) “BBB-” (negative) by Fitch Ratings Ltd, or Fitch, and (iii) “Baa3” (stable) by Moody’s Investors Services Limited, or Moody’s. These ratings reflect an assessment of the GoI’s overall financial capacity to pay its obligations and its ability or willingness to meet its financial commitments as they become due. Further, rating agencies may change their methodology for rating, which may impact the rating. No assurance can be given that Standard & Poor’s, Fitch, Moody’s or any other statistical rating organizationour company will not downgrade the credit ratings of India. Any adverse revisions to India’s credit ratings for domestic and international debt by international rating agencies may negatively impact both the perception of credit risk associated with Smaaash Private’s current variable rate debt and its ability to access the debt markets on favorable terms in the future.

A decline in India’s foreign exchange reserves may affect liquidity and interest rates in the Indian economy.

According to a report released by Reserve Bank of India (RBI), India’s foreign exchange reserves totaled approximately $320 billion as of December 19, 2014. India’s foreign exchange reserves have declined recently and may have negatively affected the valuation of the Rupee. Further declines in foreign exchange reserves could adversely affect the valuation of the Rupee and could result in reduced liquidity and higher interest rates that could adversely affect Smaaash Private’s future financial condition.

Smaaash Private is exposed to foreign currency fluctuation risks, particularly in relation to import of equipment for Smaaash Private’s games,lead to the extent such exposures aredevelopment of an active trading market in our warrants or how liquid that market might become. If a market does not set off by Smaaash Private’s product sales to overseas customers. A depreciation of the Indian Rupee against the U.S. Dollardevelop or other major foreign currencies may adversely impact Smaaash Private’s results of operations by increasing Smaaash Private’s import costs and capital expenditures.

Smaaash Private’s financial statements are presented in Indian Rupees. However, Smaaash Private incurs expenses in foreign currencies to the extent that Smaaash Private imports game equipment or components from overseas vendors and thus has foreign currency denominated trade payables. Smaaash Private also earns income in foreign currencies to the extent that Smaaash Private conducts product sales overseas. Smaaash Private may also have foreign currency borrowings from time to time, and thus incur foreign currency denominated finance charges. The exchange rates between the Indian Rupee and the U.S. Dollar or other relevant foreign currencies have fluctuated significantly in the past. Smaaash Private is exposed to foreign currency fluctuation risks particularly to the extent that such exposures are not set off by Smaaash Private’s product sales to overseas customers. A depreciation of the Indian Rupee against the U.S. Dollar or other major foreign currencies may adversely impact Smaaash Private’s results of operations by increasing Smaaash Private’s import costs and capital expenditure. A sustained, appreciation of the Indian Rupee may negatively impact Smaaash Private’s revenue and results of operations.

Since a majority of Smaaash Private’s directors, officers and assets reside or are located outside of the United States, Smaaash Private may have difficulty enforcing judgments against Smaaash Private, its directors and officers.

Smaaash Private is incorporated under the laws of India. Further, Smaaash Private conducts substantially all of its operations in India. The majority of its directors and officers, reside outside the United States, and a majority of Smaaash Private’s assets and some or all of the assets of such persons are located outside the United States. As a result, it may be difficult or impossible to effect service of process within the United States upon Smaaash Private or those persons, or to recover against Smaaash Private or those persons on judgments of United States courts, including judgments predicated upon the civil liability provisions of the United States federal securities laws. An award of punitive damages by a United States courts based upon United States federal securities laws is likely to be construed by Indian courts to be penal in nature and therefore unenforceable in India. Further, no claim may be brought in India against Smaaash Private or its directors and officers in the first instance for a violation of United States federal securities laws because these laws have no extraterritorial application under Indian law and are not enforceable in India. However, an Indian courts may impose civil liability, including the possibility of monetary damages, on Smaaash Private or its directors and officers if the facts alleged in a complaint constitute or give rise to a cause of action under Indian law. Moreover, it is unlikely that a courts in India would award damages on the same basis as a foreign courts if an action were brought in India or that the Indian courts would enforce foreign judgments if it viewed the amount of damages as excessive or inconsistent with Indian practice or public policy.

The courts of India will not automatically enforce judgments of United States courts obtained in actions against Smaaash Private or its directors and officers, predicated upon the civil liability provisions of the United States federal securities laws, or entertain actions brought in India against Smaaash Private or such persons predicated solely upon United States federal securities laws. Further, the United States has not been declared by the Government of India to be a reciprocating territory for the purposes of enforcement of foreign judgments, and there are grounds upon which Indian courts may decline to enforce the judgments of United States courts. Some remedies available under the laws of United States jurisdictions, including remedies available under the United States federal securities laws, may not be allowed in Indian courts if contrary to public policy in India. Because judgments of United States courts are not automatically enforceable in India, it may be difficult for you to recover against Smaaash Privatesell your warrants at the time you wish to sell them, at a price that is attractive to you, or its directors and officers or some experts named in this proxy statement/prospectus based upon such judgments. In India, prior approval of the RBI is required in order to repatriate any amount recovered pursuant to such judgments. See “Enforceability of Civil Liabilities.”

Risks Related to Our Ownership of Smaaash Private’s Share Equityat all.

Smaaash Private’s principal stockholders and management ownHolders of our warrants (forming part of the units offered hereby) will have no rights as a significant percentage of its share equity stock and will be able to exert significant control over matters subject to shareholder approval.common stockholder until they acquire our common stock.

Shripal Morakhia and AHA Holdings Private Limited, his affiliated entity, and FW Metis, Smaaash Private’s principal shareholders, beneficially own approximately 24.34% and 21.23%, respectively,Until you acquire shares of Smaaash Private’s share equityour common stock upon exercise of your warrants, you will have no rights with respect to our common stock. Upon exercise of your warrants, you will be entitled to exercise the rights of a common stockholder only as to matters for which the record date occurs after the Transaction. Accordingly, these shareholders have significant influence over the outcome of corporate actions requiring shareholder approval, including the election of directors, any merger, consolidation or sale of all or substantially all of its assets or any other significant corporate transaction. The interests of these shareholders may not be the same as or may even conflict with Smaaash Private’s interests. The concentration in ownership may have the effect of delaying, preventing or deterring a change in control of Smaaash Private and deprive Smaaash Private’s shareholders of an opportunity to receive a premium for their equity shares as part of a sale of Smaaash Private.exercise date.

There is currently no trading market for Smaaash’s equity shares and liquidity of the equity shares is limited.

Smaaash’s equity shares of are not registered under the securities laws of India, the United States or any state or other jurisdiction, and accordingly there is no public trading market for the equity shares that we received in the Transaction and no public trading market is expected to develop in the foreseeable future. Therefore, we may not be able to readily sell or transfer the Smaaash Private equity shares that we own.

USE OF PROCEEDS

        AllWe estimate that the net proceeds from the sale of the sharesunits we are offering will be approximately $8,825,881. If the Representative fully exercises the over-allotment option, the net proceeds of Common Stock offeredthe units we sell will be $10,220,868. “Net proceeds” is what we expect to receive after deducting the underwriting discount and commission and estimated offering expenses payable by us.

We intend to use approximately $1,135,462 of the net proceeds of this offering to repay the principal and interest outstanding on the Series A-2 Promissory Note issued to Maxim. As of April 14, 2021, approximately $1,135,462 in principal and interest is outstanding on the Series A-2 Note. The Series A-2 Note bears interest at 2.67% per annum, payable quarterly and will have a maturity date on that date which is six months from the closing date of the offering.

We intend to use the balance of the net proceeds of this offering primarily to fund the expansion of our operations by the Selling Securityholders pursuantacquisition and/or build-out of new gaming center locations, strategic acquisition of other companies and/or esports teams, products or technologies, debt service and for working capital and other general corporate purposes. The amounts that we actually spend for any specific purpose may vary significantly, and will depend on a number of factors including, but not limited to, the pace of progress of our research and development, market conditions, and our ability to qualify vendors. In addition, we may use a portion of any net proceeds to acquire complementary compounds; however, we do not have plans for any acquisitions at this prospectustime.

This expected use of net proceeds from this offering represents our intentions based upon our current plans and business conditions. The amounts and timing of our actual expenditures may vary significantly depending on numerous factors. As a result, our management will be sold byretain broad discretion over the Selling Securityholders for their respective accounts. We will not receive anyallocation of the net proceeds from these sales.this offering. We will receive up to an aggregate of approximately $62,807,250.00 from the exercise of Warrants, assuming the exercise in full of all of the Warrants for cash. We expectmay find it necessary or advisable to use the net proceeds from this offering for other purposes, and we will have broad discretion in the exerciseapplication of net proceeds from this offering.

Pending our use of the Warrants for general corporate purposes.net proceeds from this offering, we intend to invest the net proceeds in a variety of capital preservation investments, including short-term, investment-grade, interest-bearing instruments and U.S. government securities.

SELECTED HISTORICAL FINANCIAL INFORMATIONDIVIDEND POLICY

We have not paid any cash dividends on our common stock and do not currently anticipate paying cash dividends in the foreseeable future. The agreements into which we may enter in the future, including indebtedness, may impose limitations on our ability to pay dividends or make other distributions on our capital stock. Payment of future dividends on our common stock, if any, will be at the discretion of our board of directors and will depend on, among other things, our results of operations, cash requirements and surplus, financial condition, contractual restrictions and other factors that our board of directors may deem relevant. We intend to retain future earnings, if any, for reinvestment in the development and expansion of our business.

CAPITALIZATION

The following table presents our selected historical financial data for the periodsshows:

We derived this table from, and as of the dates indicated. The statement of operations data for the years ended May 31, 2018 and 2017 and the three-months ended August 31, 2018 and 2017, and the balance sheet data as of May 31, 2018 and 2017 and August 31, 2018 and 2017, are derived from our consolidated financial statements and the notes thereto.Historical results are not necessarily indicative of the results we expect in future periods. The data presented belowit should be read in conjunction with and areis qualified in theirits entirety by reference to, our historical and unaudited pro forma consolidated financial statements and the accompanying notes included elsewhere in this prospectus. You should also read this table in conjunction with “Selected Historical Consolidated Financial and Operating Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the notes thereto included elsewhere in this prospectus.

SMAAASH ENTERTAINMENT INC. (FORMERLY KNOWN AS I-AM CAPITAL ACQUISITION COMPANY)
BALANCE SHEETS