Game Your Game Inc.

• Mr. PooleChief Financial Officer (implied)

  Founded Poole Corporate Finance in 2008, a business development consultancy. Previously Finance Director at Bio-Medical Research Limited (BMR) and Senior Manager at EY Ireland. Responsible for cost control and working capital management at the Company.

  Source

  “Mr. Poole founded Poole Corporate Finance, a business development consultancy in 2008 which focused on helping entrepreneurs, start-ups and SME'S become more efficient and profitable through process and results driven strategies.”

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• Nadir AliDirector; former Chief Executive Officer

  Served as sole director since April 9, 2021 and as CEO until April 16, 2026. Over 20 years of experience in consulting and high-tech industries. Previously CEO of Inpixon (now XTI Aerospace), CEO of Sysorex Inc., and co-founder of Tira Capital.

  Source

  “Mr. Ali has served as our sole director since April 9, 2021, and he served as our Chief Executive Officer until April 16, 2026.”

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• Adam BensonIndependent Director

  Chief Technology Officer at VMG Strategic Consulting Inc. since August 2024. Previously founder of Tagd Consulting, CTO at CXApp Inc., and CTO at Inpixon.

  Source

  “Mr. Benson will become our independent director upon the effectiveness of this registration statement of which this prospectus forms a part.”

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GameGolf is a sports technology company that develops GPS-based shot tracking hardware and AI-powered analytics software for golfers. Its core product, the GameGolf KZN AI device, pairs with iOS and Android mobile apps to deliver real-time shot tracking, performance analytics, and an AI-powered Smart Caddie. Revenue is generated from direct-to-consumer hardware sales and recurring annual software subscription fees for access to the GameGolf platform.

• Going Concern / History of Operating Losses

  The company has a history of net losses and negative cash flows, and its auditors have issued a going-concern explanatory paragraph, which may impair the company's ability to raise capital, retain customers and employees, and continue operations.

  Source

  “Due to our recurring losses, negative cash flows from operations, and limited cash resources, our independent registered public accounting firm has included an explanatory paragraph in its report on our consolidated financial statements for the fiscal year ended December 31, 2025 expressing substantial doubt about our ability to continue as a going concern.”

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• Significant Accumulated Deficit and Stockholders' Deficit

  As of March 31, 2026, the company had an accumulated deficit of approximately $21.4 million and total stockholders' deficit of approximately $2.3 million, reflecting ongoing net losses and a highly speculative investment.

  Source

  “Accumulated deficit (21,387,391 ) (24,987,391 ) (F) Total stockholders' (deficit) equity (2,338,973 ) 5,663,715”

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• Large Dilution from Convertible Instruments and Warrants

  Numerous securities excluded from the capitalization table could significantly dilute common stockholders, including up to 3,611,110 shares from Series A Preferred Stock conversion, 1,250,000 from warrants, 250,000 from Note Warrants, and 166,912 from Bridge Note conversion.

  Source

  “up to 3,611,110 shares of common stock issuable upon conversion of the shares of Series A Preferred Stock that will be outstanding upon the commencement of trading of our shares of common stock on Nasdaq pursuant to this direct listing.”

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• Series A Preferred Stock Restrictive Covenants and Mandatory Redemption Risk

  The Series A Preferred Stock contains broad restrictive covenants limiting new debt or equity issuances, asset pledges, and mergers; a breach triggers mandatory redemption and potentially dilutive variable-rate conversion while accruing dividends at 10–15% per annum compounding daily.

  Source

  “The terms of our Series A Preferred Stock contain a number of restrictive covenants that may impose significant operating and financial restrictions on us while the Series A Preferred Stock remains outstanding”

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• Material Weaknesses in Internal Controls

  The company identified multiple material weaknesses in internal controls over financial reporting as of December 31, 2024; if not remediated, these could result in materially misstated financial statements, loss of investor confidence, and potential SEC sanctions or delisting.

  Source

  “We have previously identified material weaknesses in our internal control over financial reporting as of December 31, 2024. If we are unable to conclude that such material weaknesses have been remediated or we identify additional material weaknesses in the future...we may not be able to accurately report our financial condition or results of operations”

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• No Proceeds to Company from Direct Listing / No Prior Public Market

  This is a direct listing by registered shareholders so the company receives no proceeds; there has been no prior public market for the shares and an active trading market may not develop, limiting liquidity and capital-raising ability.

  Source

  “To the extent any Registered Shareholder chooses to sell or distribute, as applicable, the common stock covered by this prospectus, we will not receive any proceeds from any such sales of our common stock.”

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• Controlling Stockholder / Reduced Corporate Governance

  Nadir Ali controls more than 50% of voting power, making the company a 'controlled company' under Nasdaq rules, allowing it to opt out of independent director requirements, and enabling him to control director elections, mergers, and key decisions against minority interests.

  Source

  “Nadir Ali, our former Chief Executive Officer, beneficially owns a significant percentage of our outstanding common stock. As a result, Mr. Ali is able to control or significantly influence all matters submitted to our stockholders for approval”

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• Nasdaq Listing Uncertainty and Delisting Risk

  There is no assurance the Nasdaq listing application will be approved; if listed, failure to maintain continued listing standards could impair trading and capital-raising ability.

  Source

  “We can provide no assurance that our common stock will be listed, and if listed, that our common stock will continue to meet Nasdaq listing requirements. If we fail to comply with the continuing listing standards of Nasdaq, our common stock could be delisted.”

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• AI Model Accuracy and Intellectual Property Risks

  AI-based golf analytics may produce inaccurate insights; competitors may develop superior AI more quickly or reverse-engineer the company's capabilities, and legal protections for AI-generated innovations remain uncertain across jurisdictions.

  Source

  “Our competitors, AI companies, or other third parties may incorporate AI into their products or operations more quickly or successfully than us, or develop superior products and services with the aid of AI, which could impair our ability to compete effectively and adversely affect our results of operations.”

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• Cybersecurity, Data Breach, and Evolving Privacy Regulation

  Cyberattacks or data breaches could compromise company and customer data, and non-compliance with GDPR or other evolving privacy laws could result in fines up to €20 million or 4% of global turnover, with insurance coverage potentially insufficient.

  Source

  “Digital threats such as cyber-attacks, data protection breaches, computer viruses or malware may disrupt our operations, harm our operating results and damage our reputation, and cyber-attacks or data protection breaches on our customers' networks, or in cloud-based services provided by or enabled by us, could result in liability for us, damage our reputation or otherwise harm our business.”

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