EBET (EBET) 8-K/A Financial Statements and Exhibits

Exhibit 99.2

Esports Technologies, Inc. and Aspire Global plc. - B2C Business (Karamba Limited) Unaudited Pro Forma Condensed Consolidated Combined Financial Statements

The following unaudited pro forma condensed consolidated combined balance sheet as of September 30, 2021 and the unaudited pro forma condensed consolidated combined statements of operations for the year ended September 30, 2021 are based on the audited consolidated financial statements of Esports Technologies, Inc. (“Esports,” “we,” “us,” “our” and the “Company”) and the audited carve-out combined financial statements of the Aspire Global plc.- B2C Business acquired by Karamba Limited (“Karamba”) as adjusted to give effect to the November 30, 2021 acquisition of Karamba by Esports (the “Acquisition”). The Acquisition has been accounted for using the acquisition method of accounting and assuming a purchase price of $74,816,000 funded by cash and issuance of the Note and the Company’s common shares.

Under the acquisition method of accounting, the total purchase price presented in the accompanying unaudited pro forma condensed consolidated combined financial statements was allocated to the assets acquired based on their preliminary estimated fair values assuming the transaction occurred on October 1, 2021. The excess of the purchase price over the total of preliminary estimated fair values assigned to tangible and identifiable intangible assets acquired is recognized as goodwill.

The unaudited pro forma condensed consolidated combined financial statements do not necessarily reflect what the combined company’s financial condition or results of operations would have been had the Acquisition occurred on the dates indicated. They also may not be useful in predicting the future financial condition and results of operations of the combined company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

The unaudited pro forma condensed consolidated combined financial statements, including the notes thereto, should be read in conjunction with Esports’ historical consolidated financial statements for the year ended September 30, 2021, included in our Annual Report on Form 10-K for the year ended September 30, 2021 and with carve-out combined financial statements of the Aspire Global plc. - B2C Business acquired by Karamba, as of and for the years ended September 30, 2021 and 2020, included in our Current Report on Form 8-K/A.

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Esports Technologies, Inc. and Aspire Global plc. - B2C Business (Karamba Limited)

Unaudited Pro Forma Combined Balance Sheet

As of September 30, 2021

	Esports			Aspire Global plc. - B2C Business (Karamba		Aspire Global plc. - B2C Business (Karamba						Pro
	Technologies, Inc.			Limited) (Euros)		Limited) (USD)		Adjustments			Notes	Forma
Assets
Current assets:
Cash	$	9,064,859		€	–	$	–	$	2,165,739		(a)	$	11,230,598
Accounts receivable, net		21,636			–		–		–				21,636
Unbilled income - Aspire Global plc		–			2,562,000		2,967,308		(2,967,308	)	(e)		–
Receivable from Aspire Global plc		–			526,000		609,213		(609,213	)	(e)		–
Prepaid expenses		664,250			–		–		–				664,250
Right of use asset, operating lease, current portion		170,512			–		–		–				170,512
Other current assets		26,387			3,339,000		3,867,230		(3,867,230	)	(e)		26,387
Total current assets		9,947,644			6,427,000		7,443,751		(5,278,012	)			12,113,383
Long term assets:
Software and equipment, net		85,334			–		–		–				85,334
Right of use asset, operating lease		172,915			–		–		–				172,915
Intangible assets - cryptocurrency		904			–		–		–				904
Intangible assets - license agreement, net		1,616,088			–		–		–				1,616,088
Intangible assets - domain names		2,239,606			–		–		–				2,239,606
Intangible assets - trademarks and tradenames		–			–		–		22,249,022		(b)		22,249,022
Intangible assets - developed technology		–			–		–		81,074		(b)		81,074
Intangible assets - customer relationships		–			–		–		16,527,514		(b)		16,527,514
Goodwill		–			–		–		35,958,390		(c)		35,958,390
Total assets	$	14,062,491		€	6,427,000	$	7,443,751	$	69,537,988			$	91,044,230
Liabilities and stockholder's equity
Current liabilities:
Accounts payable and accrued liabilities	$	1,721,103		€	2,542,000	$	2,944,144	$	(2,944,144	)	(e)	$	1,721,103
Accounts payable, related party		–			–		–		–				–
Current lease liabilities		170,511			–		–		–				170,511
Liabilities to users		58,789			–		–		–				58,789
Income taxes payable		–			3,846,000		4,454,437		(4,454,437	)	(e)		–
Other liabilities		–			39,000		45,170		(45,170	)	(e)		–
Total current liabilities		1,950,403			6,427,000		7,443,751		(7,443,751	)			1,950,403
Convertible notes payable, net of discount		1,396,133			–		–		–				1,396,133
Other long term liabilities, net of discount		463,925			–		–		38,374,837		(f)		38,838,762
Total liabilities		3,810,461			6,427,000		7,443,751		30,931,086				42,185,298
COMMITMENTS AND CONTINGENCIES
Stockholders' equity:
Preferred Stock $0.001 per value, 10,000,000 shares authorized, 0 issued and outstanding		–			–		–		38		(g)		38
Common stock $0.001 par value, 100,000,000 shares authorized, 13,315,414 and 7,340,421 shares issued and outstanding, respectively		13,315			–		–		187		(g)		13,502
Additional paid-in capital		26,834,354			–		–		41,221,775		(g)		68,056,129
Accumulated other comprehensive income		53,911			–		–		–				53,911
Accumulated deficit		(16,649,550	)		–		–		(2,615,098	)	(d)		(19,264,648	)
Total stockholders’ equity		10,252,030			–		–		38,606,902				48,858,932
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	14,062,491		€	6,427,000	$	7,443,751	$	69,537,988			$	91,044,230

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Esports Technologies, Inc. and Aspire Global plc. - B2C Business (Karamba Limited)

Unaudited Pro Forma Condensed Combined Statements of Operations

For the Twelve Months Ended September 30, 2021

	Esports			Aspire Global plc. - B2C Business (Karamba			Aspire Global plc. - B2C Business (Karamba							Pro
	Technologies, Inc.			Limited) (Euros)			Limited) (USD)			Adjustments			Notes	Forma
Revenues	$	164,807		€	65,604,000		$	76,448,341		$	–			$	76,613,148
Cost of revenue		(37,744	)		–			–			–				(37,744	)
Gross Profit		127,063			65,604,000			76,448,341			–				76,575,404
Operating expenses:
Distribution expenses		–			20,524,000			23,916,617							23,916,617
Gaming duties		–			10,480,000			12,212,344							12,212,344
Sales and marketing expenses		3,221,218			25,267,000			29,443,635			–				32,664,853
Product and technology expenses		3,103,611			–			–			–				3,103,611
Acquisition costs		147,616			–			–			2,615,098		(a)		2,762,714
General and administrative expenses		7,103,943			2,467,000			2,874,795			5,624,515		(h)		15,603,253
Total operating expenses		13,576,388			58,738,000			68,447,391			8,239,613				90,263,392
Loss from operations		(13,449,325	)		6,866,000			8,000,950			(8,239,613	)			(13,687,988	)
Interest expense, net		(1,704,395	)		–			–			(5,624,400	)	(i)		(7,328,795	)
Other finance expense		–			(49,000	)		(57,100	)		–				(57,100	)
Foreign currency gain (loss)		(46,304	)		–			–			–				(46,304	)
Total other expense		(1,750,699	)		(49,000	)		(57,100	)		(5,624,400	)			(7,432,199	)
Loss before provision for income taxes		(15,200,024	)		6,817,000			7,943,850			(13,864,013	)			(21,120,187	)
Provision for income taxes		–			(341,000	)		(397,367	)		–				(397,367	)
Net Income (loss)		(15,200,024	)		6,476,000			7,546,483			(13,864,013	)			(21,517,554	)
Other comprehensive income (loss):
Foreign currency translation		53,911			–			–			–				53,911
Total other comprehensive income		53,911			–			–			–				53,911
Comprehensive loss	$	(15,146,113	)	€	6,476,000		$	7,546,483		$	(13,864,013	)		$	(21,463,643	)
Net loss per common share – basic and diluted	$	(1.33	)		–			–			(74.20	)		$	(1.85	)
Weighted average common shares outstanding – basic and diluted		11,397,739			–			–			186,838		(j)		11,584,577

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Note 1 – Basis of Presentation

On October 1, 2021, the Company, and Esports Product Technologies Malta Ltd. (“Esports Malta”) entered into a Share Purchase Agreement (the “Acquisition Agreement”) with Aspire Global plc, (“Aspire”), Aspire Global International Limited, AG Communications Limited, Aspire Global 7 Limited (collectively the “Aspire Related Companies”), and Karamba Limited (“Karamba”) whereby Esports Malta will acquire all of the issued and outstanding shares of Karamba. The total acquisition price, payable at the closing of the acquisition of the Karamba shares, will be €65,000,000 payable as follows: (i) a cash amount of €50,000,000; (ii) €10,000,000, payable in accordance with the terms of an unsecured subordinated promissory note (the “Note”); and (iii) shares of Company common stock, which are valued at €5,000,000 (based on the weighted-average per-share price of the ten days prior to the execution date of the Acquisition Agreement (the “Exchange Shares”).

Pursuant to the Acquisition Agreement, among other things, the following transactions and deliverables occurred at the Closing: (i) Aspire and the Aspire Related Companies transferred to Karamba all the business to consumer (“B2C”) assets, certain liabilities, and operations as set forth in the Acquisition Agreement (the “Assets”); (ii) Aspire (and the Aspire Related Companies) assigned or transferred to Karamba all key and material contracts for services that are necessary for the operation of the Assets; (iii) Esports Malta acquired all of the shares in Karamba; (iv) Esports Malta entered into an agreement with Aspire whereby Aspire will provide continuation of services related to certain employees which are believed to be essential to the integration and operation of the Assets (the “Transitional Services Agreement”) for a transition period subsequent to the Closing and up to 90 days thereafter; (v) Karamba (as then fully owned by Esports Malta) entered into four-year business to business white label operator services agreements collectively covering regulated and unregulated markets, based upon a migration plan in accordance with applicable laws (collectively the “Operator Services Agreement” and the “Migration Plan”, respectively).

The unaudited pro forma condensed consolidated combined balance sheet as of September 30, 2021, and the unaudited pro forma condensed consolidated combined statements of operations for the year ended September 30, 2021, are based on the historical financial statements of Esports after giving effect to our acquisition of Karamba (the “Acquisition”) using the acquisition method of accounting. In conjunction with the Acquisition, we may incur future restructuring expenses and transaction costs that are not included in the pro forma condensed consolidated combined financial statements.

The unaudited pro forma condensed consolidated combined balance sheet as of September 30, 2021, is presented as if the Acquisition occurred on September 30, 2021. The unaudited pro forma condensed consolidated combined statements of operations for the year ended September 30, 2021, are presented as if the Acquisition occurred on October 1, 2020.

The unaudited pro forma condensed consolidated combined financial information is based on estimates and assumptions which have been made solely for purposes of developing such pro forma information.

Note 2 – Preliminary purchase price allocation

On October 1, 2021, Esports acquired Karamba for total consideration of approximately $74,816,000, consisting of $57,950,000 cash, a seller Note of $11,244,000, and 186,838 shares of common stock valued at $5,622,000. The following table represents the allocation of the preliminary purchase consideration for the assets acquired based on their preliminary estimated fair values:

Trademarks and tradenames	$	22,249,022
Developed technology		81,074
Customer relationships		16,527,514
Goodwill		35,958,390
Total assets acquired/purchase price	$	74,816,000

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Note 3 – Pro forma adjustments

The pro forma adjustments are based on our preliminary estimates and assumptions that are subject to change. The following adjustments have been reflected in the unaudited condensed consolidated combined financial information:

Adjustments to the unaudited pro forma condensed consolidated combined balance sheet

(a) Reflects the following adjustments to cash:

	USD
Cash payment to sellers	$	(57,950,000	)
Subscription agreement proceeds (g)		37,700,000
Credit agreement proceeds (f)		30,000,000
Payments for debt issuance costs		(2,869,163	)
Equity issuance costs		(2,100,000	)
Transaction expenses		(2,615,098	)
	$	2,165,739

(b) The developed technology and customer relationship intangible assets have been estimated using a cost approach and the trademarks and tradenames intangible asset has been estimated using the relief from royalty method. The fair values and preliminary estimated useful lives of the identifiable intangible assets acquired are as follows:

	Estimated	Fair
Intangible Assets	Useful Life	Value
Trademarks and tradenames	Indefinite	$	22,249,022
Developed technology	1 years		81,074
Customer relationships	3 years		16,527,514
		$	38,857,610

(c) Reflects $35,958,390 of goodwill which represents the excess of the purchase price over the preliminary estimated fair value of the assets acquired as shown in Note 2.

(d) Reflects $2,615,098 in transaction expenses consisting primarily of legal and other professional fees not already reflected in Esports’s historical financials. These acquisition related costs are expensed as incurred and reduce retained earnings.

(e) Pursuant to the Acquisition Agreement, Aspire and the Aspire Related Companies were to transfer to Karamba all the business to consumer (“B2C”) assets, certain liabilities, and operations as set forth in the Acquisition Agreement and Aspire (and its related entities) will assign or transfer to Karamba all key and material contracts for services that are necessary for the operation of the Assets. As a result of this arrangement, no tangible assets or liabilities acquired by Esports.

(f) Represents credit agreement liability of $30,000,000 and seller promissory note of $11,244,000, less debt issuance costs of $2,869,163

(g) Represents issuance of 186,838 common stock to sellers valued at $5,622,000 and the issuance of 37,700 Series A Convertible Preferred Stock to investors for $37,700,000.

Adjustments to the unaudited pro forma condensed consolidated combined statements of operations

(h) Reflects the estimated additional amortization expense related to the valuation of acquired intangible assets discussed in Note 2 of $5,624,515 for the year ended September 30, 2021.

(i) Reflects the estimated interest expense related to the $11,244,000 seller note and $30,000,000 credit agreement

(j) Addition to basic and diluted weighted average number of shares outstanding to reflect the 186,838 common shares issued as part of the Acquisition consideration.

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