NOTICE OF SPECIAL MEETING OF MONAKER STOCKHOLDERS
TO BE HELD ON APRIL 7, 2021

To the Stockholders of Monaker Group, Inc.:

Proposals:

Even if you plan to attend the Special Meeting, Monaker requests that you please sign and return the enclosed proxy to ensure that your shares will be represented at the Special Meeting if you are unable to attend. You may change or revoke your proxy at any time before it is voted at the meeting.

THE MONAKER BOARD OF DIRECTORS HAS DETERMINED AND BELIEVES THAT EACH OF THE PROPOSALS OUTLINED ABOVE IS ADVISABLE TO, AND IN THE BEST INTERESTS OF, MONAKER AND ITS STOCKHOLDERS AND HAS APPROVED EACH PROPOSAL. THE MONAKER BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT MONAKER STOCKHOLDERS VOTE “FOR” PROPOSAL NOS. 1 THROUGH 6.

		By Order of the Monaker Board of Directors,
		Donald P. Monaco   Chairman  Weston, Florida   March 4, 2021

MONAKER GROUP, INC.
PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS

ABOUT THIS DOCUMENT

Monaker Group, Inc., which we refer to herein as the “Company,” “Monaker,” “we,” “our,” or “us,” is providing these proxy materials in connection with the solicitation by our board of directors of proxies to be voted at our Special Meeting of stockholders to be held at 9 am, eastern standard time, on April 7, 2021, or at any adjournment or postponement thereof. The meeting will be held virtually via live audio webcast at https://agm.issuerdirect.com/mkgi (please note this link is case sensitive). See also “Instructions For The Virtual Special Meeting”, beginning on page 21. This proxy statement and the enclosed proxy card will be mailed to each stockholder entitled to notice of, and to vote at, the Special Meeting commencing on or about March 5, 2021.

You should rely only on the information contained in or incorporated by reference into this proxy statement. No one has been authorized to provide you with information that is different from that contained in or incorporated by reference into this proxy statement. This proxy statement is dated March 4, 2021. You should not assume that the information contained in this proxy statement is accurate as of any other date, nor should you assume that the information incorporated by reference into this proxy statement is accurate as of any date other than the date of such incorporated document. The mailing of this proxy statement to our stockholders will not create any implication to the contrary.

Except where specifically noted, the following information and all other information contained in this proxy statement does not give effect to the proposed reverse stock split described in Proposal No. 4, beginning on page 197 in this proxy statement.

This proxy statement does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

REFERENCES TO ADDITIONAL INFORMATION

You may also request a copy of this proxy statement from Issuer Direct Corporation, Monaker’s proxy agent, at the following address and telephone number:

Issuer Direct Corporation
(919) 481-4000, or 1-866-752-VOTE (8683)

For additional details about where you can find information about Monaker, please see the section entitled “Where You Can Find More Information” in this proxy statement.

QUESTIONS AND ANSWERS ABOUT THE SHARE EXCHANGES

Except where specifically noted, the following information and all other information contained in this proxy statement does not give effect to the proposed reverse stock split described in Proposal No. 4, beginning on page 197 of this proxy statement.

The following are some questions that you may have about the share exchanges, and the Special Meeting, and brief answers to those questions. We urge you to read carefully the remainder of this proxy statement because the information in this section does not provide all of the information that might be important to you with respect to the share exchanges or the Special Meeting.

In this proxy statement, unless the context otherwise requires:

The following section provides answers to frequently asked questions about the share exchanges. This section, however, provides only summary information. Please refer to the more detailed information contained elsewhere in this proxy statement and the annexes to and the documents referred to or incorporated by references in this proxy statement.

On October 28, 2020, the Company, HotPlay, and the HotPlay stockholders entered into a First Amendment to Share Exchange Agreement dated and effective October 23, 2020 (the “First HotPlay amendment”), which amended the HotPlay exchange agreement to: (a) extend the date the transactions contemplated by the HotPlay exchange agreement were required to be completed by from October 30, 2020, to November 30, 2020; (b) extend the date by which HotPlay was required to acquire (a) 49% of the Class A shares of the capital stock of HotPlay (Thailand) Company Limited, a private company organized under the laws of Thailand (“HotPlay Thailand”); and (b) (i) 90.57% of the voting, and (ii) 95% of the economic and liquidation rights associated with HotPlay Thailand through a preferred share structure, to November 15, 2020 (previously such date was 30 days after the parties’ entered into the HotPlay exchange agreement), which acquisition has occurred to date; and (c) amend the terms of those certain convertible promissory notes issued by Monaker to HotPlay in consideration for an aggregate of $2,000,000 of advances received from HotPlay, to allow HotPlay until November 15, 2020, to deliver the required audited and interim financial statements in the form required by the SEC, in connection with this proxy statement.

Also, on October 28, 2020, the Company, the Axion stockholders, and Axion creditors entered into a First Amendment to Share Exchange Agreement dated and effective October 23, 2020 (the “First Axion amendment”), which amended the Axion exchange agreement to extend the date the transactions contemplated by the Axion exchange agreement were required to be completed by from October 30, 2020, to November 30, 2020.

On November 16, 2020, the Company, HotPlay and the HotPlay stockholders entered into a Second Amendment to Share Exchange Agreement (the “Second HotPlay amendment”), which amended the HotPlay exchange agreement to:

●     Update the percentage ownership which the HotPlay stockholders will receive upon closing of the HotPlay exchange agreement to 67.87% (compared to 67.8% pursuant to the previous terms of the Axion exchange agreement, with such increase the result of the decrease in the percentage of the post-closing company to be held by the Axion stockholders following the closing of the HotPlay exchange agreement, as discussed below);

●     Extend the date by which the HotPlay exchange agreement is required to be completed until December 31, 2020 (from November 30, 2020);

●     Remove the requirement previously set forth in the HotPlay exchange agreement that the Axion exchange agreement had to close contemporaneously with the HotPlay exchange agreement; and

●     Make various other conforming changes to the HotPlay exchange agreement in connection with the amended and restated Axion exchange agreement discussed below.

Also on November 16, 2020, the Company, the Axion stockholders and the Axion creditors entered into an Amended and Restated Share Exchange Agreement (as amended from time to time, the “Axion exchange agreement”, and the transactions contemplated thereby, the “Axion share exchange”, and collectively with the HotPlay exchange agreement, the “exchange agreements” and the transactions contemplated therein, the “share exchanges”), which amended and restated the original July 23, 2020 Axion exchange agreement to:

●     Update the percentage of Axion being exchanged by such Axion stockholders to 33.85% of Axion (previously such percentage was 33.9% of Axion), by reducing the number of common shares of Axion being exchanged by 100,000 shares, to 71,993,358 common shares (the “Axion shares”)), and reduce the amount of Axion debt being exchanged by the Axion creditors by $100,000, to a total of $ 7,657,024 of debt (the “Axion debt”);

●     Remove the prior requirements and concepts from the Axion exchange agreement which required the Company to issue shares of common stock in exchange for the Axion shares and Axion debt, and instead provide for such Axion shares to be exchanged for 10,000,000 shares of Series B Preferred Stock, which were (prior to the amendment described below) automatically convertible into that number of shares of common stock of the Company as equals (a) 14.68%; multiplied by, the post-closing capitalization, rounded up to the nearest thousandths place, less (b) the number of shares of the Company’s common stock issuable upon conversion of the Series C Preferred Stock (defined below) and the exercise of the creditor warrants, on the Approval Date (defined and discussed below under “Description of Monaker Capital Stock—Series B Convertible Preferred Stock”, beginning on page 287)(the “Series B Shares”) and to exchange such Axion debt for 3,828,500 shares of Series C Preferred Stock, which are automatically convertible into common shares on the Approval Date (defined and discussed below under “Description of Monaker Capital Stock—Series C Convertible Preferred Stock”, beginning on page 288)  on a one-for-one basis (the “Series C Shares” and the shares of common stock issuable upon conversion thereof, the “Series C Conversion Shares”), and to similarly remove the requirement from the Axion exchange agreement that the Company receive stockholder approval for the issuance of the shares of common stock which were to be issued to the Axion stockholders and Axion creditors at the closing of the transactions contemplated by the Axion exchange agreement, and instead require the Company to obtain stockholder approval for the issuance of the shares of common stock issuable upon conversion of the Series B Preferred Stock and Series C Preferred Stock, and upon exercise of the warrant to purchase 1,914,250 shares of common stock of the Company which the Company granted to Cern One upon closing of the Axion exchange agreement, after issuance of such securities;

●     Remove the requirement that the HotPlay exchange agreement had to close simultaneously with the Axion exchange agreement; and

●     Make various other conforming changes to the Axion exchange agreement in connection with the amendments discussed above, and in connection with a closing of such agreement prior to the date of stockholder approval.

The transactions contemplated by the Axion exchange agreement, including the acquisition by the Company of the Axion shares and Axion debt, and the issuance by the Company of the Series B Shares and Series C Shares, to the Axion stockholders and Axion creditors, and the grant of the creditor warrants, closed on November 16, 2020, at which time the Company obtained 33.85% ownership of Axion and all rights to the Axion debt. Although such Series B Shares, Series C Shares and creditor warrants were issued and granted on such November 16, 2020 closing date, such Series B Shares and Series C Shares are not convertible into common stock of the Company, and such creditor warrants are not exercisable for shares of common stock of the Company, until such time, if ever, as the issuance of such shares of common stock have been approved by the stockholders of the Company pursuant to the rules and requirements of NASDAQ, as discussed in greater detail under “Description of Monaker Capital Stock—Series B Convertible Preferred Stock”, beginning on page 287 and “Description of Monaker Capital Stock—Series C Convertible Preferred Stock”, beginning on page 288. Additionally, although the Axion share exchange closed on November 16, 2020, the Company has yet to formally complete the transfer of the ownership of the Axion shares into its name, and the Company may choose to not formally complete such transfer, but to instead obtain the contractual rights to vote and receive the economic rights to such shares, until such time as such shares can be formally transferred.

On January 6, 2021, the Company, HotPlay and the HotPlay stockholders entered into a Third Amendment to Share Exchange Agreement (the “Third HotPlay amendment”), which amended the HotPlay exchange agreement to:

●     Fix the number of shares of Monaker common stock issuable to the HotPlay stockholders at the closing at 52,000,000 shares of common stock;

●     Extend the date by which the HotPlay exchange agreement was required to be completed until February 28, 2021 (from December 31, 2020);

●     Allow Monaker the ability to issue (a) shares of common stock or options to employees, consultants, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the board of directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company and (b) securities issued upon the exercise or exchange of or conversion of any securities outstanding on the date of the agreement, without the prior consent of HotPlay or the HotPlay stockholders and further allow for additional securities of Monaker to be issued prior to closing with the approval of HotPlay or Red Anchor;

●     Provide for HotPlay and the HotPlay stockholders to approve all transactions of Monaker which were disclosed in its Securities and Exchange Commission filings from the date of the original HotPlay exchange agreement, through the date of the Third HotPlay amendment;

●     Provide for there to be eight members of the board of directors at closing, with four appointed by HotPlay, two appointed by Monaker, and two (now three pursuant to the agreement of the parties) appointed mutually by Monaker and HotPlay; and

●     Allow for Monaker to enter into agreements and take actions outside of the ordinary course of business through the closing date with the prior consent of HotPlay.

On January 6, 2021, the Company, the Axion stockholders and the Axion creditors entered into a First Amendment to the Amended and Restated Share Exchange Agreement, which amended the Amended and Restated Share Exchange entered into between the Company, the Axion stockholders and the Axion creditors, to:

●    correct certain errors originally included in the Amended and Restated Share Exchange Agreement, regarding the ownership of certain shares of Axion which were exchanged by the Axion stockholders party thereto, and to correct the allocation of the shares of Series B Preferred Stock issuable to certain of the Axion stockholders in connection therewith;

●    provide for the assignment of various shares of Series B Preferred Stock between certain of the Axion stockholders to correct the allocations of the Series B Preferred Stock between such stockholders, based on the pro rata issuance of such shares in exchange for the shares of Axion held by such Axion stockholders on the effective date of such Amended and Restated Share Exchange Agreement;

●    remove Uniq Other Vendors as a Axion stockholder (and Series B Preferred Stock holder), from such Amended and Restated Share Exchange Agreement;

●    allow for the parties to mutually determine to not transfer record ownership of the shares of Axion which the Company acquired pursuant to the Amended and Restated Share Exchange Agreement to the Company and that the parties can instead enter into an agreement providing the Company voting and economic rights to such shares, until such time, if ever, as the Company determines it is in its best interests to affect such transfer of record ownership of such shares; and

●    agree to the amendment and restatement of the Series B Preferred Stock of the Company as discussed below.

Also on January 6, 2021, stockholders holding a majority of the outstanding shares of Series B Preferred Stock of the Company approved an amendment and restatement of the designation of the Series B Preferred Stock, which was previously approved by the board of directors of the Company on December 14, 2020, and which amended and restated designation was filed with the Secretary of State of Nevada on January 8, 2021, which amended the Series B Preferred Stock to fix the number of shares of common stock issuable upon conversion of the Series B Preferred Stock at 7,417,700 shares of Monaker common stock.

Finally, on February 22, 2021, Monaker, HotPlay and the HotPlay stockholders, entered into a Fourth Amendment to Share Exchange Agreement, amending the HotPlay exchange agreement to:

●    Reallocate the shares of Monaker common stock issuable upon closing of the HotPlay share exchange, to take into account additional issuances of HotPlay shares and additional capital contributions made by certain HotPlay stockholders;

●    Extend the date by which the HotPlay exchange agreement is required to be completed until April 30, 2021 (from February 28, 2021), provided that such termination date shall be extended automatically, until up to May 31, 2021, in the event that Monaker has, prior to such date, filed this definitive proxy statement with the SEC, has called the Special Meeting and is continuing to work in good faith to complete the closing;

●    Provide for HotPlay and the HotPlay stockholders to approve all transactions of Monaker which were disclosed in its SEC filings from the date of the original HotPlay exchange agreement, through the date of the amendment;

●    Provide for there to be nine members of the board of directors at closing, with four appointed by HotPlay, two appointed by Monaker, and three appointed mutually by Monaker and HotPlay, provided that the parties may increase such number of directors with mutual approval prior to closing;

●    Include confirmations by each HotPlay stockholder of their ‘accredited investor’ status, among other things; and

●    Allow for subsequent transfers of shares of HotPlay between the HotPlay stockholders prior to closing, and/or re-allocations of the Monaker shares issuable to the HotPlay stockholders at the closing, but not to allow for any other persons becoming stockholders of HotPlay, and provide for Red Anchor to deliver a final schedule of HotPlay stockholders prior to closing, which will determine the final allocation of shares of Monaker common stock issuable to each HotPlay stockholder at the closing (which allocation will not result in more than 52,000,000 shares of Monaker common stock being issuable to the HotPlay stockholders at closing).

The HotPlay stockholders, pursuant to the terms of such HotPlay exchange agreement, and the closing conditions described in such agreement, have agreed to exchange 100% of the outstanding capital shares of HotPlay (making HotPlay a wholly-owned subsidiary of the Company following the closing of the transactions contemplated therein) in consideration for 52,000,000 shares of the Company’s restricted common stock (as adjusted for stock splits occurring prior to the closing).

Pursuant to the Axion exchange agreement, the Axion stockholders (including Cern One Limited (“Cern One”)), exchanged ordinary shares of Axion equal to 33.85% of the outstanding common shares of Axion; and (b) Red Anchor (also party to the HotPlay exchange agreement), Cern One and certain other creditors of Axion, exchanged $7,657,024 in promissory notes issued by, or other debt owed by, Axion to such Axion creditors, with the Company, in consideration for the Series B Shares and Series C Shares and the creditor warrants which are grantable to Cern One. Specifically, the Axion creditors received one share of Series C Preferred Stock for each $2.00 of debt exchanged and Cern One received a warrant to purchase that number of shares of Company common stock as approximately equals the total of all debt exchanged, divided by four. The 52,000,000 shares of common stock issuable to the HotPlay Stockholders and the shares of common stock issuable upon conversion of the Series B Preferred and Series C Preferred Stock, as discussed above, are subject to adjustment in connection with any reverse stock split implemented prior to the closing of the HotPlay share exchange, and the creditor warrants, including the number of shares issuable upon exercise thereof, and the exercise price thereof, are subject to adjustment in connection with any stock split (forward or reverse) implemented prior to or after the closing.

The following table summarizes the number of shares of Monaker common stock that would be issued as a result of the closing and the Axion preferred conversion based on the current number of shares of Monaker common stock outstanding, and assuming that no additional shares of Monaker common stock are issued prior to the closing. The below table does not take into account the effects of the proposed Monaker reverse stock split discussed under Proposal 4 beginning on page 197. The below is provided for information purposes only and the number of shares of Monaker common stock outstanding at closing, and the actual percentages at closing may be materially different than as set forth below based on the actual number of shares of Monaker common stock outstanding at the closing and/or other convertible securities of Monaker issued prior to the closing:

* Without taking into account the proposed reverse stock split. Percentages may not total due to rounding. 

(1) Based on the current outstanding shares of common stock of Monaker. 

(2) Includes shares issuable upon exercise of the creditor warrants (which are subject to vesting), but not any of Monaker’s other outstanding warrants. 

(3) Does not include shares issuable in lieu of cash payments due pursuant to the Longroot, Inc. acquisition completed in November 2020 (of which up to 150,000 shares may be issued at the option of the seller of Longroot, Inc.). 

A requirement of the closing of the HotPlay exchange agreement is that Monaker change its corporate name to “Nextplay Technologies, Inc.” and that Monaker re-qualify for initial listing on the NASDAQ Capital Market on the effective date, which we anticipate will require that Monaker complete a reverse stock split of Monaker’s outstanding common stock.

For a more complete description of what the HotPlay stockholders will receive upon the closing of the HotPlay exchange agreement and the shares of common stock which will be issued upon the conversion of the Series B Shares and Series C Shares, upon the approval of the proposals set forth herein and the closing of the HotPlay exchange agreement, please see the sections entitled “The HotPlay Share Exchange Agreement—Exchange Consideration” beginning on page 144 and “The Axion Share Exchange Agreement—Exchange Consideration” beginning on page 163, respectively.

If Monaker were to continue its business, it would need to raise substantial additional capital to support the on-going operation and increased market penetration of its products including the development of national advertising relationships, increases in operating costs resulting from additional staff and office space until such time as it can generate revenues sufficient to support itself. We believe that in the aggregate, we could require several millions of dollars to support and expand the marketing and development of our travel products, repay debt obligations, provide capital expenditures for additional equipment and development costs, payment obligations, office space and systems for managing the business, and cover other operating costs until our planned revenue streams from travel products are fully-implemented and begin to offset our operating costs. Our failure to obtain additional capital to finance our working capital needs on acceptable terms, or at all, will negatively impact our business, financial condition and liquidity.

Separately, if Monaker does not receive stockholder approval for the issuance of the shares of Monaker common stock issuable upon conversion of the Series B Preferred Stock and Series C Preferred Stock issued to the Axion stockholders and Axion creditors upon the closing of the Axion exchange agreement and upon exercise of the creditor warrants granted to Cern One upon the closing of the Axion exchange agreement, such securities will not be convertible or exercisable. If that were to occur Monaker would likely hold another special or annual meeting of stockholders to again request approval for such conversions/exercise; provided that until approved by stockholders such Series B Preferred Stock and Series C Preferred Stock, which have a liquidation preference of $9,272,121 and $7,657,040, respectively, will remain outstanding, and will, upon any liquidation of Monaker, reduce pro-rata, the amount of any consideration that the common stock stockholders of Monaker would receive upon liquidation of Monaker.

A: HotPlay and Monaker believe that the HotPlay share exchange will create a unique technology company focused on the leisure marketplaces of gaming and travel.  At the closing of the HotPlay share exchange, Monaker plans to increase its technology capabilities by integrating HotPlay’s AdTech, Artificial Intelligence (AI), and Blockchain solutions. The result of the transaction is anticipated to be a diverse, innovative technology company focused on engaging products in the video gaming and travel verticals.

HotPlay has developed a next generation in-game advertising (IGA) solution that harmonizes engagement between businesses and video gamers. HotPlay helps brands drive online traffic to offline stores through coupon redemption. The HotPlay ad platform monetizes and supports the video game industry by creating an additional revenue stream for game developers without compromising on the integrity of their game. The HotPlay solution offers conversion funnel tracking tools and other real time business integration insights to help brands better understand target audiences.

HotPlay’s IGA is growing its customer base. On September 11, 2020, Atari®, one of the world’s most iconic consumer brands and entertainment producers, announced a partnership with HotPlay and its in-game advertising platform.

HotPlay is an important component of Monaker’s strategy. The closing of the HotPlay share exchange will bring access to technologies including AI and Geo-positioning capabilities that will enhance Monaker’s travel products. Furthermore, the acquisition is anticipated to bring improved market perception, an improved balance sheet, more diversified revenue stream(s), and a cash infusion to accelerate the combined company’s product builds and rollouts.

Monaker completed the Axion share exchange and acquired a 33.85% equity stake in Axion, on November 16, 2020. Axion is the majority owner of Axion Games and True Axion Games. Additionally, as part of the transaction, Monaker has been assigned ownership of an aggregate of approximately US$7.6 million in debt owed by Axion which has been called, is past due and now owed to Monaker.

Axion Games, founded in 2006 and formerly known as Epic Games China, is an independent AAA game development studio and game publisher. Axion Games creates high production value game content developed by a creative team that has been responsible for many top-selling games, including several blockbuster AAA titles. Axion also owns the majority stake in True Axion Interactive Company Ltd., a Bangkok, Thailand, based video game development company co-founded with True Corporation. Axion also maintains holdings in other innovative technology companies.

Through the acquisition of the 33.85% ownership in Axion and the planned acquisition of HotPlay, Monaker plans to transform from being a company that was only focused in the business-to-business (B2B) travel technology space into a broad technology enterprise leveraging video gaming, in-game digital advertising and travel booking platforms to engage consumers for the benefit of major brands and travel providers.

For a discussion of Monaker’s reasons for the HotPlay share exchange and Axion share exchange, please see the sections entitled “The Share Exchanges—Background of the Share Exchanges” beginning on page 110 and “The Share Exchanges—Reasons for the Share Exchanges” beginning on page 123.

The approval of the HotPlay exchange agreement and the issuance of shares of Monaker common stock in connection therewith requires the affirmative vote of a majority of the votes cast on the HotPlay share issuance proposal, at the Special Meeting. The approval of the reverse stock split requires the affirmative vote of the holders of a majority of the outstanding shares of Monaker common stock entitled to vote on the record date for the Special Meeting. The approval of the reverse stock split is required in order to maintain the listing of Monaker common stock on The NASDAQ Capital Market. Similar to the reverse stock split, the name change amendment requires the affirmative vote of the holders of a majority of the outstanding shares of Monaker common stock entitled to vote on the record date for the Special Meeting.

As such, even if the requisite number of stockholders of Monaker approve the HotPlay exchange agreement and the issuance of shares of Monaker common stock but do not approve the reverse stock split or the name change proposal, the HotPlay share exchange will not be completed, provided that in the event that the HotPlay share issuance proposal and name change proposal are approved by the stockholders at the Special Meeting, but the reverse split proposal isn’t, the Board may choose to approve a reverse stock split without stockholder approval pursuant to Nevada law, which would result in a pro-rata decrease in not only the Company’s issued and outstanding shares of common stock, but also the Company’s authorized shares of common stock and provided further that in the event the board of directors determines that no reverse stock split is required, the approval of the reverse stock proposal will not be a condition to the closing.

In addition to the requirement of obtaining such stockholder approvals, each of the other closing conditions set forth in the HotPlay share exchange must be satisfied or waived.

For a more complete description of the closing conditions under the HotPlay share exchange, you are urged to read the section entitled “The HotPlay Exchange Agreement—Conditions to Completion of the Share Exchange” beginning on page 156 of this proxy statement.

A: Monaker, HotPlay, the HotPlay stockholders, the Axion stockholders and Axion creditors are not required to make any filings or obtain any approvals or clearances from any antitrust regulatory authorities in the United States or other countries to consummate the share exchanges, except that, although the Axion share exchange closed on November 16, 2020, the Company has yet to formally complete the transfer of the ownership of the Axion shares into its name, and the Company may choose to not formally complete such transfer, but to instead obtain the contractual rights to vote and receive the economic rights to such shares, until such time as such shares can be formally transferred. In the United States, Monaker must comply with applicable federal and state securities laws and The NASDAQ Stock Market’s rules and regulations in connection with the issuance of the shares in connection with the share exchanges, including the filing with the SEC, of this proxy statement. Monaker has filed an initial listing application with The NASDAQ Capital Market pursuant to The NASDAQ Stock Market’s “change of control” rules. If such application is accepted, Monaker anticipates that Monaker’s common stock will continue to be listed on The NASDAQ Capital Market following the closing of the HotPlay share exchange under the trading symbol “NXTP.”

who have been designated by Red Anchor and the Axion stockholders, and of whom Mr. Komson Kaewkham is anticipated to be ‘independent’;

(5)     Mr. Donald P. Monaco, the current Chairman of the Company; and

who are both current members of the board of directors of Monaker (and were nominated by the board of directors), and of which Mr. Donald P. Monaco will be ‘independent’ under applicable NASDAQ rules; and

In the above discussion, ‘independent’ means meeting the independence requirements of the Securities and Exchange Commission, or SEC, and The NASDAQ Stock Market, or NASDAQ. The resignations from Monaker’s board of directors of each of Mr. Pasquale “Pat” LaVecchia, Mr. Doug Checkeris, Mr. Rupert Duchesne, Mr. Robert “Jamie” Mendola, Jr. and Ms. Alexandra C. Zubko, will be effective as of the effective time of the HotPlay share exchange.

Biographical information for each of the newly appointed officers of the Company and members of the board of directors of the Company following the closing, are included below under “Management Following the HotPlay Share Exchange—Executive Officers and Directors”, beginning on page 259.

Biographical information for each of Ms. Boonyawattanapisut and Mr. Vange, who will be newly appointed executive officers of the Company following the closing, are included below under “Management Following the HotPlay Share Exchange—Executive Officers and Directors”, beginning on page 259.

Separately, the Axion stockholders approved the Axion exchange agreement and the transactions contemplated therein, pursuant to their entry into such agreement (and the amended and restated form thereof entered into by the parties on November 12, 2020).

Accordingly, no appraisal rights are available to HotPlay stockholders, Axion stockholders or Axion creditors in connection with the HotPlay share exchange or Axion share exchange.

However, tax matters are very complicated and the tax consequences to a particular Monaker stockholder will depend on such stockholder’s circumstances. Accordingly, you should consult your tax advisor for a full understanding of the tax consequences of the HotPlay share exchange and the proposed reverse stock split to you, including the applicability and effect of federal, state, local and foreign income and other tax laws.

Continued Service with Combined Company

At the effective time of the HotPlay share exchange, the officers of the combined company will include:

Mr. William Kerby (the Company’s current Chief Executive Officer), who will serve as co-Chief Executive Officer of the Company, along with Ms. Boonyawattanapisut; Mr. Sirapop ‘Kent’ Taepakdee (the Company’s current Chief Financial Officer), as Chief Financial Officer of the Company; and Mr. Timothy Sikora (the Company’s current Chief Operating Officer and Chief Information Officer), as Chief Operating Officer and Chief Information Officer of the Company.

Additionally, Mr. William Kerby, Mr. Donald P. Monaco, and Mr. Simon Orange, current directors of Monaker, will continue as directors of the combined company after the effective time of the HotPlay share exchange.

Other

The interests of the Monaker board of directors also relate to or arise from, among other things:

●           severance benefits to which each of Monaker’s executive officers would become entitled in the event of a change of control of Monaker and/or his or her termination of employment within specified periods of time relative to the completion of the HotPlay share exchange, and additional amounts which would be payable to Mr. William Kerby, our Chief Executive Officer and director and Mr. Donald P. Monaco, our Chairman in guaranty fees, as specified below under “The Share Exchanges—Interests of the Monaker Directors and Executive Officers in the Share Exchanges—Change of Control Payments with Monaker’s Named Executive Officers and Guaranty Agreement”;

●           that Mr. William Kerby (the current Chief Executive Officer and member of the Board of Directors of the Company) and Mr. Donald P. Monaco (the current Chairman of the Company), will serve as two of the three members of the Board of Managers of NextTrip following the HotPlay share exchange, and will therefore have effective control over the pre-closing assets and operations of Monaker, as specified below under “Agreements Related to the HotPlay Share Exchange—NextTrip Group Operating Agreement” on page 171;

●           that the operating agreement of NextTrip provides that the Board of Managers of NextTrip have the right to request that Monaker spin-off the membership interests of NextTrip held by Monaker to Monaker’s stockholders, see below under “Agreements Related to the HotPlay Share Exchange—NextTrip Group Operating Agreement” on page 171; and

●           in certain circumstances the Board of Managers of NextTrip are authorized to issue additional membership interests of NextTrip to managers, officers, management, employees, or consultants of NextTrip (which persons include the current officers and directors of Monaker), in their sole discretion, in consideration for services rendered or to be rendered, see below under “Agreements Related to the HotPlay Share Exchange—NextTrip Group Operating Agreement” on page 171.

Director Voting Agreement

On or around February 22, 2021, each of the HotPlay stockholders, and Ms. Nithinan Boonyawattanapisut, Mr. J. Todd Bonner, Mr. Athid Nanthawaroon and Mr. Komson Kaewkham, each nominees for appointment to the Monaker board of directors at the closing, entered into a Voting Agreement with Mr. William Kerby, the Chief Executive Officer and director of Monaker and Mr. Donald P. Monaco, the Chairman of the board of directors of Monaker (the “Voting Agreement”). Pursuant to the Voting Agreement, each of the HotPlay stockholders agreed to vote all voting shares of Monaker which they hold and may hold in the future (during the term of the agreement) to elect Mr. Kerby and Mr. Monaco to the board of directors of the Company, and each of the HotPlay nominees agreed to continue to nominate each of Mr. Kerby and Mr. Monaco to the board of directors of Monaker. The agreement continues in effect until the earlier of February 26, 2026, the date of both Mr. Kerby’s and Mr. Monaco’s death, or the date that both Mr. Kerby and Mr. Monaco have provided notice of termination to such HotPlay Stockholders. See also below under “Agreements Related to the HotPlay Share Exchange—Director Voting Agreement” on page 173.

Following the closing of the HotPlay share exchange, the current HotPlay securityholders are expected to own approximately 63.4% of the outstanding common stock of Monaker, and the Axion stockholders and Axion creditors are expected to own, upon the automatic conversion of the outstanding Series B Shares and Series C Shares into common stock of the Company upon the closing of the HotPlay share exchange, approximately 13.4% of the aggregate outstanding common stock of Monaker, without taking into account the shares of common stock issuable upon exercise of the creditor warrants, with the Monaker stockholders prior to the effective date of the closing holding approximately 22.9% of the aggregate outstanding common stock of the combined company, in each case based on the current outstanding shares of common stock of Monaker. Additionally, a total of approximately 30.2% of the outstanding shares of common stock of the combined company following the HotPlay share exchange will be owned by Red Anchor, which entity is controlled by Ms. Nithinan Boonyawattanapisut, who will become a director of the Company and co-Chief Executive Officer of the Company, following the closing, and her spouse, Mr. J. Todd Bonner, who will also become a member of the Board of Directors following the closing, as a result of the HotPlay share exchange, which, together with the shares issuable to such holder in connection with the conversion of the Series C Preferred Stock shares currently held by Red Anchor, will own approximately 33.2% of Monaker’s outstanding common stock following the closing and will be Monaker’s largest stockholder following the closing, with Mr. Jwanwat Ahriyavraromp and Mrs. Pornsinee Chalermrattawongz, the beneficial owners of T&B Media Global (Thailand) Company Limited (“T&B”) and Tree Roots Entertainment Group Co., Ltd. (“Tree Roots”), controlling approximately 31.1% of Monaker’s outstanding common stock at the closing (as a result of the HotPlay share exchange) and being Monaker’s second largest stockholder following the closing, in each case based on the current outstanding shares of common stock of Monaker, and assuming no changes in the allocation of the 52,000,000 shares of Monaker common stock issuable to the HotPlay stockholders at closing.

You may provide your proxy instructions by mailing your signed proxy card in the enclosed return envelope, vote by Internet or telephone, or vote online at the virtual Special Meeting. Please provide your proxy instructions only once, unless you are revoking a previously delivered proxy instruction, and as soon as possible so that your shares can be voted at the Special Meeting.

If your shares are held in “street name” (held in the name of a bank, broker, or other holder of record), you will receive instructions from the holder of record. You must follow the instructions of the holder of record in order for your shares to be voted. Telephone and Internet voting also will be offered to stockholders owning shares through certain banks and brokers.

Monaker Group, Inc. 

Attn: Corporate Secretary 

1560 Sawgrass Corporate Parkway, Suite 130
Sunrise, Florida 33323  

Tel: (954) 888-9779

You may also request information from Issuer Direct Corporation, Monaker’s proxy agent, at the following address and telephone number:

Issuer Direct Corporation
(919) 481-4000, or 1-866-752-VOTE (8683)

INSTRUCTIONS FOR THE VIRTUAL SPECIAL MEETING

The Special Meeting will be a completely virtual meeting. There will be no physical meeting location. The meeting will only be conducted via live audio webcast.

To participate in the virtual meeting, visit https://agm.issuerdirect.com/mkgi (please note this link is case sensitive) and enter the control number on your proxy card, or on the instructions that accompanied your proxy materials.

You may vote during the meeting by following the instructions available on the meeting website during the meeting. To the best of our knowledge, the virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure they have a strong Internet connection wherever they intend to participate in the meeting. Participants should also allow plenty of time to log in and ensure that they can hear streaming audio prior to the start of the meeting.

Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints. Questions which are not pertinent to meeting matters will not be answered.

The website linked to above also includes help pages and the contact information for technical support, if you have problems connecting or voting.

SUMMARY

This summary highlights selected information from this proxy statement and may not contain all of the information that is important to you. To better understand the share exchanges and the proposals being considered at the Special Meeting, you should read this entire proxy statement carefully, including the HotPlay exchange agreement attached as Annex A, the Axion exchange agreement attached as Annex B, the opinion of Lehrer attached as Annex F and the other annexes to which you are referred herein. For more information, please see the section entitled “Where You Can Find More Information” beginning on page 295.

The Companies

Monaker Group, Inc.

1560 Sawgrass Corporate Parkway, Suite 130
Sunrise, Florida 33323
(954) 888-9779

Monaker, a Nevada corporation, and its subsidiaries operate online marketplaces. Monaker’s business plan is the incorporation of Monaker’s proprietary white label Booking Engine and sizeable alternative lodging rental (ALR) properties into well-established marketplaces (i.e., a business-to-business (B2B) model) thereby facilitating easy access of alternative lodging rentals inventory to contracted global distributor partners. Its ambition is to become the largest instantly bookable vacation rental platform in the world, providing large travel distributors via a B2B model, its ALR inventory.

Additionally, Monaker plans to provide a superior platform to assist property managers in booking, and broadening the market for, their homes. Monaker serves three major constituents: (1) property managers, (2) travelers, and (3) other travel/lodging distributors. Property managers integrate their detailed property listings into the Monaker Booking Engine with the goal of reaching a broad audience of travelers seeking ALRs, through distribution channels they could not access otherwise.

HotPlay Enterprises Limited

Ritter House 

Wichkams Cay II 

PO Box 3170 

Road Town, Tortola VG 1110 

British Virgin Islands 

+66 (021) 055-777

HotPlay, a private company organized under the laws of the British Virgin Islands, has rights to certain intellectual property relating to in-game advertising technology that enables brands to insert seamless non-intrusive and even interactive advertising content into online games. The technology also enables advertisers to deliver special privileges in the form of non-intrusive and interactive digital coupons, redeemable both online and offline. Pursuant to the HotPlay exchange agreement, HotPlay also acquired (a) 49% of the Class A shares of capital stock of HotPlay Thailand; and (b) (i) 90.57% of the voting, and (ii) 95% of the economic and liquidation rights associated with HotPlay Thailand through a preferred share structure, which acquisition has occurred to date. HotPlay Thailand is expected to license the in-game advertising technology from HotPlay, and to put various agreements in place to engage TAI (defined below) to create games from the intellectual property held by HotPlay, and any other game production that HotPlay Thailand deems beneficial for HotPlay’s business expansion, including a planned web-based game.

Axion Ventures, Inc.

Suite 1400-400 Burrard Street 

Vancouver, British Columbia, V6C 2T6 Canada 

(604) 219-2140

Axion is a public company organized in June 2011 under the British Columbia Business Corporations Act. In May 2016, Axion began its operations as an online video gaming and technology company. Axion’s ordinary shares are traded on the TSX Venture Exchange under the symbol “AXV”, and are quoted on the OTC Pink market maintained by OTC Markets, under the symbol “AXNVF”.

Axion beneficially owns 54.22% of Axion Games Limited (“Axion Games”), a private Cayman Islands corporation with primary operations in Shanghai, Peoples Republic of China (PRC), which is an online video game development and publishing company. Axion also has an investment in Innovega Inc. (“Innovega”), a private Delaware company with offices in Bellevue, Washington, and San Diego, California, that is developing digital eyewear that leverages contact lens and nanotechnology to deliver virtual reality (“VR”), augmented reality (“AR”), and mixed reality experiences from stylish glasses. Axion currently holds approximately 6.1% of Innovega’s issued and outstanding preference shares and approximately 1.4% of Innovega’s total issued and outstanding shares and options (fully diluted basis). Additionally, in December 2016, Axion and True Incube Co., Ltd. (“True Incube”), an affiliate of True Corporation Public Company Limited (“True Corporation”), one of Southeast Asia’s leading telecommunications, media enterprises and game publishers, agreed to form a joint venture to establish a video game academy and development studio in Thailand. Under the terms of a joint venture and shareholders’ agreement (the “JVA”), the joint venture operates as a Thai company named “True Axion Interactive Ltd.” (“TAI”) with Axion Interactive, Inc.

The Share Exchanges  (see page 110)

The original HotPlay share exchange agreement was amended on October 28, 2020, when the Company, HotPlay, and the HotPlay stockholders entered into a First Amendment to Share Exchange Agreement dated and effective October 23, 2020 (the “First HotPlay amendment”), which amended the HotPlay exchange agreement to: (a) extend the date the transactions contemplated by the HotPlay exchange agreement were required to be completed by from October 30, 2020, to November 30, 2020; (b) extend the date by which HotPlay was required to acquire (a) 49% of the Class A shares of the capital stock of HotPlay (Thailand) Company Limited, a private company organized under the laws of Thailand (“HotPlay Thailand”); and (b) (i) 90.57% of the voting, and (ii) 95% of the economic and liquidation rights associated with HotPlay Thailand through a preferred share structure, to November 15, 2020 (previously such date was 30 days after the parties’ entered into the HotPlay exchange agreement), which acquisition has been completed to date; and (c) amend the terms of those certain convertible promissory notes issued by Monaker to HotPlay in consideration for an aggregate of $2,000,000 of advances received from HotPlay to date, to allow HotPlay until November 15, 2020, to deliver the required audited and interim financial statements in the form required by the SEC, in connection with this proxy statement.

Additionally, the original Axion exchange agreement was also amended on October 28, 2020, when the Company, the Axion stockholders, and Axion creditors entered into a First Amendment to Share Exchange Agreement dated and effective October 23, 2020 (the “First Axion amendment”), which amended the Axion exchange agreement to extend the date the transactions contemplated by the Axion exchange agreement were required to be completed by from October 30, 2020, to November 30, 2020.

On November 16, 2020, the Company, HotPlay and the HotPlay stockholders entered into a Second Amendment to Share Exchange Agreement (the “Second HotPlay amendment”), which amended the HotPlay exchange agreement to:

●          Update the percentage ownership which the HotPlay stockholders will receive upon closing of the HotPlay exchange agreement to 67.87% (compared to 67.8% pursuant to the previous terms of the Axion exchange agreement, with such increase the result of the decrease in the percentage of the post-closing company to be held by the Axion stockholders following the closing of the HotPlay exchange agreement, as discussed below);

●          Extend the date by which the HotPlay exchange agreement is required to be completed until December 31, 2020 (from November 30, 2020);

●          Remove the requirement previously set forth in the HotPlay exchange agreement that the Axion exchange agreement had to close contemporaneously with the HotPlay exchange agreement; and

●          Make various other conforming changes to the HotPlay exchange agreement in connection with the amended and restated Axion exchange agreement discussed below.

Also, on November 16, 2020, the Company, the Axion stockholders and the Axion creditors entered into an Amended and Restated Share Exchange Agreement (as amended from time to time, the “Axion exchange agreement”), which amended the Axion exchange agreement to:

●          Update the percentage of Axion being exchanged by such Axion stockholders to 33.85% of Axion (previously such percentage was 33.9% of Axion), by reducing the number of common shares of Axion being exchanged by 100,000 shares, to 71,993,358 common shares (the “Axion shares”)), and reduce the amount of Axion debt being exchanged by the Axion creditors by $100,000, to a total of $ 7,657,024 of debt (the “Axion debt”);

●          Remove the prior requirements and concepts from the Axion exchange agreement which required the Company to issue shares of common stock in exchange for the Axion shares and Axion debt, and instead provide for such Axion shares to be exchanged for 10,000,000 shares of Series B Preferred Stock, were (prior to the amendment described below) automatically convertible into that number of shares of common stock of the Company as equals (a) 14.68%; multiplied by, the post-closing capitalization, rounded up to the nearest thousandths place, less (b) the number of shares of the Company’s common stock issuable upon conversion of the Series C Preferred Stock (defined below) and the exercise of the creditor warrants, on the Approval Date (defined and discussed below under “Description of Monaker Capital Stock—Series B Convertible Preferred Stock”, beginning on page 287)(the “Series B Shares”) and to exchange such Axion debt for 3,828,500 shares of Series C Preferred Stock, which are automatically convertible into common shares on the Approval Date (defined and discussed below under “Description of Monaker Capital Stock—Series B Convertible Preferred Stock”, beginning on page 287) on a one-for-one basis (the “Series C Shares” and the shares of common stock issuable upon conversion thereof, the “Series C Conversion Shares”), and to similarly remove the requirement from the Axion exchange agreement that the Company receive stockholder approval for the issuance of the shares of common stock which were to be issued to the Axion stockholders and Axion creditors at the closing of the transactions contemplated by the Axion exchange agreement, and instead require the Company to obtain stockholder approval for the issuance of the shares of common stock issuable upon conversion of the Series B Preferred Stock and Series C Preferred Stock, and upon exercise of the warrant to purchase 1,914,250 shares of common stock of the Company which the Company granted to Cern One upon closing of the Axion exchange agreement, after issuance of such securities;

●          Remove the requirement that the HotPlay exchange agreement had to close simultaneously with the Axion exchange agreement; and

●          Make various other conforming changes to the Axion exchange agreement in connection with the amendments discussed above, and in connection with a closing of such agreement prior to the date of stockholder approval.

On January 6, 2021, the Company, the Axion stockholders and the Axion creditors entered into a First Amendment to the Amended and Restated Share Exchange Agreement, which amended the Amended and Restated Share Exchange entered into between the Company, the Axion stockholders and the Axion creditors, to:

●         correct certain errors originally included in the Amended and Restated Share Exchange Agreement, regarding the ownership of certain shares of Axion which were exchanged by the Axion stockholders party thereto, and to correct the allocation of the shares of Series B Preferred Stock issuable to certain of the Axion stockholders in connection therewith;

●          provide for the assignment of various shares of Series B Preferred Stock between certain of the Axion stockholders to correct the allocations of the Series B Preferred Stock between such stockholders, based on the pro rata issuance of such shares in exchange for the shares of Axion held by such Axion stockholders on the effective date of such Amended and Restated Share Exchange Agreement;

●          remove Uniq Other Vendors as a Axion stockholder (and Series B Preferred Stock holder), from such Amended and Restated Share Exchange Agreement;

●          allow for the parties to mutually determine to not transfer record ownership of the shares of Axion which the Company acquired pursuant to the Amended and Restated Share Exchange Agreement to the Company and that the parties can instead enter into an agreement providing the Company voting and economic rights to such shares, until such time, if ever, as the Company determines it is in its best interests to affect such transfer of record ownership of such shares; and

●          agree to the amendment and restatement of the Series B Preferred Stock of the Company as discussed below.

The transactions contemplated by the Axion exchange agreement, including the acquisition by the Company of the Axion shares and Axion debt, and the issuance by the Company of the Series B Shares and Series C Shares, to the Axion stockholders and Axion creditors, and the grant of the creditor warrants, closed on November 16, 2020, at which time the Company obtained 33.85% ownership of Axion and all rights to the Axion debt. Although such Series B Shares, Series C Shares and creditor warrants were issued and granted on such November 16, 2020 closing date, such Series B Shares and Series C Shares are not convertible into common stock of the Company, and such creditor warrants are not exercisable for shares of common stock of the Company, until such time, if ever, as the issuance of such shares of common stock have been approved by the stockholders of the Company pursuant to the rules and requirements of NASDAQ, as discussed in greater detail under “Description of Monaker Capital Stock—Series B Convertible Preferred Stock”, beginning on page 287 and in Proposal 2, beginning on page 195.

Additionally, although the Axion share exchange closed on November 16, 2020, the Company has yet to formally complete the transfer of the ownership of the Axion shares into its name, and the Company may choose to not formally complete such transfer, but to instead obtain the contractual rights to vote and receive the economic rights to such shares, until such time as such shares can be formally transferred.

On January 6, 2021, the Company, HotPlay and the HotPlay stockholders entered into a Third Amendment to Share Exchange Agreement (the “Third HotPlay amendment”), which amended the HotPlay exchange agreement to:

● Fix the number of shares of Monaker common stock issuable to the HotPlay stockholders at the closing at 52,000,000 shares of common stock;

●          Extend the date by which the HotPlay exchange agreement is required to be completed until February 28, 2021 (from December 31, 2020);

●          Allow Monaker the ability to issue (a) shares of common stock or options to employees, consultants, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the board of directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company and (b) securities issued upon the exercise or exchange of or conversion of any securities outstanding on the date of the agreement, without the prior consent of HotPlay or the HotPlay stockholders and further allow for additional securities of Monaker to be issued prior to closing with the approval of HotPlay or Red Anchor;

●          Provide for HotPlay and the HotPlay stockholders to approve all transactions of Monaker which were disclosed in its Securities and Exchange Commission filings from the date of the original HotPlay exchange agreement, through the date of the Third HotPlay amendment;

●          Provide for there to be eight members of the board of directors at closing (provided that the parties have since agreed informally to increase such number of directors to nine), with four appointed by HotPlay, two appointed by Monaker, and two (now three pursuant to the agreement of the parties) appointed mutually by Monaker and HotPlay; and

●          Allow for Monaker to enter into agreements and take actions outside of the ordinary course of business through the closing date with the prior consent of HotPlay.

On January 6, 2021, the Company, the Axion stockholders and the Axion creditors entered into a First Amendment to the Amended and Restated Share Exchange Agreement, which amended the Amended and Restated Share Exchange entered into between the Company, the Axion stockholders and the Axion creditors, to:

●          correct certain errors originally included in the Amended and Restated Share Exchange Agreement, regarding the ownership of certain shares of Axion which were exchanged by the Axion stockholders party thereto, and to correct the allocation of the shares of Series B Preferred Stock issuable to certain of the Axion stockholders in connection therewith;

●          provide for the assignment of various shares of Series B Preferred Stock between certain of the Axion stockholders to correct the allocations of the Series B Preferred Stock between such stockholders, based on the pro rata issuance of such shares in exchange for the shares of Axion held by such Axion stockholders on the effective date of such Amended and Restated Share Exchange Agreement;

●          remove Uniq Other Vendors as an Axion stockholder (and Series B Preferred Stock holder), from such Amended and Restated Share Exchange Agreement;

●          allow for the parties to mutually determine to not transfer record ownership of the shares of Axion which the Company acquired pursuant to the Amended and Restated Share Exchange Agreement to the Company and that the parties can instead enter into an agreement providing the Company voting and economic rights to such shares, until such time, if ever, as the Company determines it is in its best interests to affect such transfer of record ownership of such shares; and

●          agree to the amendment and restatement of the Series B Preferred Stock of the Company as discussed below.

Also on January 6, 2021, stockholders holding a majority of the outstanding shares of Series B Preferred Stock of the Company approved an amendment and restatement of the designation of the Series B Preferred Stock, which was previously approved by the board of directors of the Company on December 14, 2020, and which amended and restated designation was filed with the Secretary of State of Nevada on January 7, 2021, which amended the Series B Preferred Stock to fix the number of shares of common stock issuable upon conversion of the Series B Preferred Stock at 7,417,700 shares of Monaker common stock.

Finally, on February 22, 2021, Monaker, HotPlay and the HotPlay stockholders, entered into a Fourth Amendment to Share Exchange Agreement, amending the HotPlay exchange agreement to:

●                   Reallocate the shares of Monaker common stock issuable upon closing of the HotPlay share exchange, to take into account additional issuances of HotPlay shares and additional capital contributions made by certain HotPlay stockholders;

●                   Extend the date by which the HotPlay exchange agreement is required to be completed until April 30, 2021 (from February 28, 2021), provided that such termination date shall be extended automatically, until up to May 31, 2021, in the event that Monaker has, prior to such date, filed this definitive proxy statement with the SEC, has called the Special Meeting and is continuing to work in good faith to complete the closing;

●                   Provide for HotPlay and the HotPlay stockholders to approve all transactions of Monaker which were disclosed in its SEC filings from the date of the original HotPlay exchange agreement, through the date of the amendment;

●                   Provide for there to be nine members of the board of directors at closing, with four appointed by HotPlay, two appointed by Monaker, and three appointed mutually by Monaker and HotPlay, provided that the parties may increase such number of directors with mutual approval prior to closing;

●                   Include confirmations by each HotPlay stockholder of their ‘accredited investor’ status, among other things; and

●                   Allow for subsequent transfers of shares of HotPlay between the HotPlay stockholders prior to closing, and/or re-allocations of the Monaker shares issuable to the HotPlay stockholders at the closing, but not to allow for any other persons becoming stockholders of HotPlay, and provide for Red Anchor to deliver a final schedule of HotPlay stockholders prior to closing, which will determine the final allocation of shares of Monaker common stock issuable to each HotPlay stockholder at the closing (which allocation will not result in more than 52,000,000 shares of Monaker common stock being issuable to the HotPlay stockholders at closing).

The HotPlay stockholders, pursuant to the terms of such HotPlay exchange agreement, and the closing conditions described in such agreement, have agreed to exchange 100% of the outstanding capital shares of HotPlay (making HotPlay a wholly-owned subsidiary of the Company following the closing of the transactions contemplated therein) in consideration for  52,000,000 shares of the Company’s restricted common stock (as adjusted for stock splits occurring prior to the closing of the HotPlay share exchange (the “closing” and the “HotPlay shares”). The following table summarizes the number of shares of Monaker common stock that would be issued as a result of the closing and the Axion preferred conversion based on the current number of shares of Monaker common stock outstanding, and assuming that no additional shares of Monaker common stock are issued prior to the closing. The below table does not take into account the effects of the proposed Monaker reverse stock split discussed under Proposal 4 beginning on page 197. The below is provided for information purposes only and the number of shares of Monaker common stock outstanding at closing, and the actual percentages at closing may be materially different than as set forth below based on the actual number of shares of Monaker common stock outstanding at the closing and/or other convertible securities of Monaker issued prior to the closing:

* Without taking into account the proposed reverse stock split. Percentages may not total due to rounding.

(1) Based on the current outstanding shares of common stock of Monaker. 

(2) Includes shares issuable upon exercise of the creditor warrants (which are subject to vesting), but not any of Monaker’s other outstanding warrants. 

(3) Does not include shares issuable in lieu of cash payments due pursuant to the Longroot, Inc. acquisition completed in November 2020 (of which up to 150,000 shares may be issued at the option of the seller of Longroot, Inc.).

Pursuant to the Axion exchange agreement, the Axion stockholders (including Cern One Limited (“Cern One”)), exchanged ordinary shares of Axion equal to 33.85% of the outstanding common shares of Axion; and (b) Red Anchor (also party to the HotPlay exchange agreement), Cern One and certain other creditors of Axion, exchanged $7,657,024 in promissory notes issued by, or other debt owed by, Axion to such Axion creditors, with the Company, in consideration for the Series B Shares and Series C Shares and the creditor warrants which are grantable to Cern One. Specifically, the Axion creditors received one share of Series C Preferred Stock for each $2.00 of debt exchanged and Cern One received a warrant to purchase that number of shares of Company common stock as approximately equals the total of all debt exchanged, divided by four. The 52,000,000 shares of common stock issuable to the HotPlay Stockholders and the shares of common stock issuable upon conversion of the Series B Preferred and Series C Preferred Stock, as discussed above, are subject to adjustment in connection with any reverse stock split implemented prior to the closing of the HotPlay share exchange, and the creditor warrants, including the number of shares issuable upon exercise thereof, and the exercise price thereof, are subject to adjustment in connection with any stock split (forward or reverse) implemented prior to or after the closing.

Following the automatic conversion of the Series B Shares and Series C Shares into common stock of the Company at the closing of the HotPlay share exchange, Red Anchor, which entity is controlled by Ms. Nithinan Boonyawattanapisut, who will become a director of the Company and co-Chief Executive Officer of the Company, following the closing, and her spouse, Mr. J. Todd Bonner, who will also become a member of the Board of Directors following the closing, as a result of the HotPlay share exchange and such automatic conversion of preferred stock, will own approximately 33.2% of Monaker’s outstanding common stock following the closing and will be Monaker’s largest stockholder following the closing, with Mr. Jwanwat Ahriyavraromp and Mrs. Pornsinee Chalermrattawongz, the beneficial owners of T&B and Tree Roots, controlling approximately 31.1% of Monaker’s outstanding common stock at the closing (as a result of the HotPlay share exchange) and being Monaker’s second largest stockholder following the closing, in each case based on the current outstanding shares of common stock of Monaker, and assuming no changes in the allocation of the 52,000,000 shares of Monaker common stock issuable to the HotPlay stockholders at closing.

Pursuant to the Axion exchange agreement, the Axion stockholders (including Cern One), on November 16, 2020, the closing date of the Axion exchange agreement, exchanged ordinary shares of Axion equal to 33.85% of the outstanding common shares of Axion, in consideration for 10,000,000 shares of Series B Preferred Stock (discussed and described below “Description of Monaker Capital Stock—Series B Convertible Preferred Stock”, beginning on page 287), which are automatically convertible into 7,417,700 common shares of the Company upon the occurrence of certain events, including the closing of the HotPlay exchange agreement (the “Series B Shares”); and (b) Red Anchor (also party to the HotPlay exchange agreement), Cern One and certain other creditors of Axion, exchanged $7,657,024 in promissory notes issued by, or other debt owed by, Axion to such Axion creditors (Axion debt), with the Company, in exchange for 3,828,500 shares of Series C Preferred Stock (discussed and described below under “Description of Monaker Capital Stock—Series C Convertible Preferred Stock”, beginning on page 288), which are automatically convertible into common shares of the Company upon the occurrence of certain events on a one-for-one basis (the “Series C Shares” and the shares of common stock issuable upon conversion thereof, the “Series C Conversion Shares”), and Cern One was granted warrants to purchase 1,914,250 shares of common stock (with such number of shares of common stock equal to approximately the aggregate Axion debt divided by four) with an exercise price of $2.00 per share (the “creditor warrants” and such shares of common stock issuable upon exercise of the Creditor Warrants, the “creditor warrant shares”). The creditor warrants have cashless exercise rights and will have a term of two years, beginning on the Vesting Date. The creditor warrants vest on the later of (a) the Approval Date (defined and discussed below under “Description of Monaker Capital Stock—Series B Convertible Preferred Stock”, beginning on page 287), and the earlier of (i) the date the Axion debt is fully repaid by Axion or (ii) the date that Monaker obtains 51% or more of the voting control of, and economic rights to, Axion, provided that such vesting date must occur before November 16, 2021, or the creditor warrants will terminate (as applicable, the “Vesting Date”).

Following the closing of the HotPlay share exchange, the current HotPlay securityholders are expected to own approximately 63.4% of the outstanding common stock of Monaker, and the Axion stockholders and Axion creditors are expected to own, upon the automatic conversion of the outstanding Series B Shares and Series C Shares into common stock of the Company upon the closing of the HotPlay share exchange, approximately 13.4% of the aggregate outstanding common stock of Monaker, without taking into account the shares of common stock issuable upon exercise of the creditor warrants, with the Monaker stockholders prior to the effective date of the closing holding approximately 22.9% of the aggregate outstanding common stock of the combined company, in each case based on the current outstanding shares of common stock of Monaker. Additionally, a total of approximately 30.2% of the outstanding shares of common stock of the combined company following the HotPlay share exchange will be owned by Red Anchor, which entity is controlled by Ms. Nithinan Boonyawattanapisut, who will become a director of the Company and co-Chief Executive Officer of the Company, following the closing and her spouse, Mr. J. Todd Bonner, who will also become a member of the Board of Directors following the closing, as a result of the HotPlay share exchange, which, together with the shares issuable to such holder in connection with the conversion of the Series C Preferred Stock shares currently held by Red Anchor, will own approximately 33.2% of Monaker’s outstanding common stock following the closing and will be Monaker’s largest stockholder following the closing, with Mr. Jwanwat Ahriyavraromp and Mrs. Pornsinee Chalermrattawongz, the beneficial owners of T&B and Tree Roots, controlling approximately 31.1% of Monaker’s outstanding common stock at the closing (as a result of the HotPlay share exchange) and being Monaker’s second largest stockholder following the closing, in each case based on the current outstanding shares of common stock of Monaker, and assuming no changes in the allocation of the 52,000,000 shares of Monaker common stock issuable to the HotPlay stockholders at closing.

Each share of Monaker common stock issued and outstanding at the time of the closing will remain issued and outstanding and those shares will be unaffected by the HotPlay share exchange or the Axion preferred conversion. Monaker stock options and other equity awards that are outstanding immediately prior to the effective time of the closing will also remain outstanding and be unaffected by the HotPlay share exchange and/or the Axion preferred conversion. Please see “The Share Exchanges—Stock Options” beginning on page 140.

The HotPlay share exchange will be completed as promptly as practicable after all of the conditions to completion of the HotPlay share exchange are satisfied or waived, including the approval of the stockholders of Monaker, and the Axion preferred conversion is anticipated to occur on or immediately following the closing of the HotPlay share exchange. Monaker, the HotPlay stockholders, and HotPlay are working to complete the HotPlay share exchange as quickly as practicable and expect that the HotPlay share exchange will be completed during the second calendar quarter of 2021. However, Monaker, the HotPlay stockholders, and HotPlay cannot predict the exact timing of the completion of the HotPlay share exchange because it is subject to various conditions.

After completion of the HotPlay share exchange, Monaker will be renamed “Nextplay Technologies, Inc.”

Reasons for the Share Exchanges  (see page 123)

Monaker’s board of directors considered numerous factors in reaching its conclusion to approve the share exchanges and to recommend that the Monaker stockholders approve the issuance of shares of Monaker common stock in the share exchanges, including those discussed under the sections entitled “The Share Exchanges—Background of the Share Exchanges” beginning on page 110 and “The Share Exchanges—Reasons for the Share Exchanges” beginning on page 123 of this proxy statement.

Opinion of Lehrer as Monaker’s Financial Advisor  (see page 127)

Lehrer, the financial advisor of Monaker, was retained on July 1, 2020, to render an opinion as to the fairness to Monaker’s stockholders, of the share exchanges. On July 17, 2020, Lehrer provided its initial indication to Mr. Kerby and the board of directors that he was satisfied that the proposed terms of the share exchanges, based upon and subject to the assumptions, factors, qualifications and limitations set forth in the written opinion described herein, were fair and equitable to Monaker and its stockholders (which was subsequently confirmed in writing by delivery of a written opinion by Lehrer on August 14, 2020). The Company’s board of directors then requested that Lehrer update its analysis to reflect the revised terms of the transaction. Lehrer delivered its opinion to the Company’s board of directors that, as of January 12, 2021, and based upon and subject to the factors and assumptions set forth therein, the share exchanges, were fair and equitable to Monaker and its stockholders. The full text of this written opinion provided to the Monaker board of directors, which describes, among other things, the assumptions made, procedures followed, factors considered, qualifications and limitations on the review undertaken, is attached as Annex F to this proxy statement and is incorporated by reference in its entirety. Holders of Monaker common stock are encouraged to read the opinion carefully in its entirety. The Lehrer opinion was provided to the board of directors of Monaker in connection with Lehrer’s evaluation of the consideration provided for in the share exchanges. It does not address any other aspect of the share exchanges or any alternative to the share exchanges and does not constitute a recommendation as to how any stockholders of Monaker should vote or act in connection with the share exchanges or otherwise. See also “The Share Exchanges—Opinion of Dr. Kenneth Eugene Lehrer as Monaker’s Financial Advisor”, beginning on page 127, below.

Overview of the Share Exchanges

Share Exchange Consideration (see pages 140 and 159)

At the effective time of the HotPlay share exchange, 100% of the outstanding ordinary shares of HotPlay immediately prior to the effective time of the HotPlay share exchange will be exchanged for 52,000,000 shares of Monaker Common Stock, subject to adjustment to account for the proposed reverse stock split to be implemented prior to the closing of the HotPlay share exchange as discussed in Proposal No. 4.

On November 16, 2020, the effective date of the Axion share exchange, the Axion stockholders (including Cern One), exchanged ordinary shares of Axion equal to 33.85% of the outstanding common shares of Axion, in consideration for 10,000,000 shares of Series B Preferred Stock (discussed and described below “Description of Monaker Capital Stock—Series B Convertible Preferred Stock”, beginning on page 287), which are automatically convertible into 7,417,700 common shares of the Company upon the occurrence of certain events, including the closing of the HotPlay exchange agreement (the “Series B Shares”); and (b) Red Anchor (also party to the HotPlay exchange agreement), Cern One and certain other creditors of Axion, exchanged $7,657,024 in promissory notes issued by, or other debt owed by, Axion to such Axion creditors (Axion debt), with the Company, in exchange for 3,828,500 shares of Series C Preferred Stock (discussed and described below under “Description of Monaker Capital Stock—Series C Convertible Preferred Stock”, beginning on page 288), which are automatically convertible into common shares of the Company upon the occurrence of certain events on a one-for-one basis, and Cern One was granted warrants to purchase 1,914,250 shares of common stock (with such number of shares of common stock equal to approximately the aggregate Axion debt divided by four) with an exercise price of $2.00 per share. The creditor warrants have cashless exercise rights and will have a term of two years, beginning on the Vesting Date. The creditor warrants vest on the later of (a) the Approval Date (defined and discussed below under “Description of Monaker Capital Stock—Series B Convertible Preferred Stock”, beginning on page 287) and the earlier of (i) the date the Axion debt is fully repaid by Axion or (ii) the date that Monaker obtains 51% or more of the voting control of, and economic rights to, Axion, provided that such vesting date must occur before November 16, 2021, or the creditor warrants will terminate (as applicable, the “Vesting Date”). The 52,000,000 shares of common stock issuable to the HotPlay Stockholders and the shares of common stock issuable upon conversion of the Series B Preferred and Series C Preferred Stock, as discussed above, are subject to adjustment in connection with any reverse stock split implemented prior to the closing of the HotPlay share exchange, and the creditor warrants, including the number of shares issuable upon exercise thereof, and the exercise price thereof, are subject to adjustment in connection with any stock split (forward or reverse) implemented prior to or after the closing.

Notwithstanding the prior closing of the Axion share exchange, the conversion of the Series B Preferred Stock and Series C Preferred Stock is subject to the approval of the issuance of such shares by the stockholders of the Company pursuant to applicable NASDAQ rules and the exercise of the creditor warrants is similarly subject to the approval of the issuance of such shares by the stockholders of the Company pursuant to applicable NASDAQ rules.

As a result, following the completion of the HotPlay share exchange and at the time of the Axion preferred conversion, the current HotPlay securityholders are expected to own approximately 63.4% of the aggregate outstanding shares of common stock of Monaker, and the Axion stockholders and Axion creditors are expected to own approximately 13.4% of the aggregate outstanding common stock of Monaker (without taking into account shares of common stock issuable upon exercise of the creditor warrants), with the Monaker stockholders prior to the effective date holding approximately 22.9% of the aggregate outstanding common stock of the combined company (without taking into account shares of common stock issuable upon exercise of the creditor warrants). Additionally, a total of approximately 30.2% of the outstanding shares of common stock of the combined company following the closing will be issued to Red Anchor, which entity is controlled by Ms. Nithinan Boonyawattanapisut, who will become a director of the Company and co-Chief Executive Officer of the Company, following the closing and her spouse, Mr. J. Todd Bonner, who will also become a member of the Board of Directors following the closing, as a result of the HotPlay share exchange, which, together with the shares issuable to such holder in connection with the conversion of the Series C Preferred Stock shares, will own approximately 33.2% of Monaker’s outstanding common stock following the closing and will be Monaker’s largest stockholder following the closing, with Mr. Jwanwat Ahriyavraromp and Mrs. Pornsinee Chalermrattawongz, the beneficial owners of T&B and Tree Roots, controlling approximately 31.1% of Monaker’s outstanding common stock at the closing (as a result of the HotPlay share exchange) and being Monaker’s second largest stockholder following the closing, in each case based on the current outstanding shares of common stock of Monaker, and assuming no changes in the allocation of the 52,000,000 shares of Monaker common stock issuable to the HotPlay stockholders at closing.

The HotPlay share exchange agreement and the Series B Preferred Stock and Series C Preferred Stock do not include a price-based adjustment or termination right, so there will be no adjustment to the total number of shares of Monaker common stock that HotPlay stockholders, former Axion stockholders, or former Axion creditors will be entitled to receive for changes in the market price of Monaker common stock prior to the closing and Axion preferred conversion. Accordingly, the market value of the shares of Monaker common stock issued pursuant to the HotPlay share exchange and in connection with the Axion preferred conversion will depend on the market value of the shares of Monaker common stock at the time of the closing/Axion preferred conversion and could vary significantly from the market value on the date of this proxy statement.

Conditions to Completion of the HotPlay Share Exchange (see page 156)

To complete the HotPlay share exchange, Monaker stockholders must approve the issuance of shares of Monaker common stock to the HotPlay stockholders by virtue of the HotPlay share exchange and an amendment to the Monaker charter in connection with the proposed reverse stock split and name change. In addition to obtaining such stockholder approvals, each of the other closing conditions set forth in the HotPlay exchange agreement must be satisfied or waived. See the section entitled “The HotPlay Exchange Agreement—Conditions to Completion of the Share Exchange” beginning on page 156 of this proxy statement.

No Solicitation (see page 149)

The HotPlay share exchange agreement contains provisions prohibiting Monaker from seeking a competing transaction, subject to specified exceptions described in the HotPlay exchange agreement. Under these “no solicitation” provisions, Monaker has agreed, subject to specified exceptions, that neither it nor its representatives will directly or indirectly solicit or encourage any competing proposal or transaction without approval of the HotPlay stockholders.

Termination of the HotPlay Exchange Agreement (see page 160)

Monaker, HotPlay, or the HotPlay stockholders can terminate the HotPlay exchange agreement under certain circumstances, which would prevent the HotPlay share exchange from being completed.

Effect of Termination (see page 161)

While the HotPlay exchange agreement does not provide for any penalties or ‘break-up’ fees upon termination thereof, in the event the HotPlay exchange agreement is terminated the HotPlay convertible notes will either convert into common stock of Monaker, at a conversion price of $2.00 per share, or be forgiven in their entirety by HotPlay.

HotPlay Convertible Notes  (see page 168)

On September 1, 2020, September 18, 2020, September 30, 2020, on or around November 2, 2020, on November 24, 2020, December 11, 2020, December 30, 2020 and January 6, 2021, HotPlay advanced Monaker $300,000, $700,000, $1,000,000, $400,000, $100,000, $350,000, $100,000 and $50,000, respectively, under the terms of the HotPlay exchange agreement. Such advances were evidenced by convertible promissory notes in Monaker, which provide that in the event the HotPlay exchange agreement is terminated, the HotPlay convertible notes will either convert into common stock of Monaker, at a conversion price of $2.00 per share, or be forgiven in their entirety by HotPlay.

Subsidiary Formation and Funding Agreement (see page 170)

Effective on January 11, 2021, Monaker, NextTrip Group, LLC, a newly formed Florida limited liability company, which is wholly-owned by Monaker (“NextTrip”), HotPlay, and the HotPlay stockholders, entered into a Subsidiary Formation and Funding Agreement (the “Formation and Funding Agreement”). The entry into the Formation and Funding Agreement was a required condition to closing the HotPlay exchange agreement. Monaker agreed pursuant to the Formation and Funding Agreement, prior to the date of the closing, to transfer all of the assets, operations, material agreements, employees, and goodwill of Monaker relating to travel operations and business (collectively, the “travel operations”) to NextTrip to insulate the travel operations from the remainder of Monaker’s post-closing operations and allow for Monaker’s pre-closing management to continue to manage the travel operations post-closing pursuant to the terms of the NextTrip operating agreement (defined below). The Formation and Funding Agreement also requires Monaker (which at that time will have acquired 100% ownership of HotPlay), to transfer, within five (5) business days of the closing, no less than $5.8 million (less pre-closing advances (defined below)) of the cash held on the books of HotPlay at the time of closing to NextTrip (the “initial advance”). “Pre-closing advances” means the aggregate amount of the HotPlay loans. The initial advance is a 0% interest loan which is forgivable in the event of a spin-off of NextTrip. The Formation and Funding Agreement also requires Monaker to advance an additional $10 million to NextTrip in 2021, pursuant to a mutually agreed-upon schedule of advances (the “subsequent advances”, and together with the initial advance, the “advances”). The subsequent advances shall similarly be 0% interest loans which are forgivable in the event of a spin-off of NextTrip.

Additionally, as a separate requirement from the requirement to make the advances, Monaker is required to continue to fund all NextTrip expenses and operations, for so long as Monaker owns at least 50% of NextTrip, provided that NextTrip stays within 130% of a budget approved by the Board of Managers of NextTrip on an annual (calendar year) basis (the “budget threshold”). Under the Funding and Formation Agreement, NextTrip is required to assume all of the contractual and other obligations and liabilities of Monaker incurred before closing, provided that if such formal assumption is deemed too difficult or impracticable by NextTrip, or such formal assumption would trigger any defaults, required consents, or would be subject to any prerequisites, instead of formally assuming such obligations, NextTrip is required to pay such obligations as they come due and according to their terms (as such may be amended and modified from time to time).

Additionally, if Monaker’s currently pending lawsuit with IDS, Inc. (“IDS”), results in IDS returning the 1,968,000 shares of restricted common stock of Monaker which were originally issued to IDS in August 2019 (the “IDS Shares”), NextTrip shall, with the approval of the Board of Directors of Monaker, which shall not be unreasonably withheld or delayed, be able to use, and have issued for its benefit, such number of shares of Monaker for acquisitions and strategic transactions which benefit NextTrip and the travel operations, at the request of the NextTrip Board of Managers.

NextTrip Group Formation and Operating Agreement (see page 171)

On January 11, 2021, Monaker, as sole-owner of NextTrip (which has been formed as a Florida limited liability company), adopted the Operating Agreement of NextTrip (the “operating agreement”), the adoption of which was a required condition to closing the HotPlay share exchange. The operating agreement establishes the framework for the governance and operation of NextTrip. Under the operating agreement, NextTrip is authorized to issue up to 1,000,000 membership interests, of which all 1,000,000 membership interests are currently outstanding and held by Monaker. The operating agreement prohibits the transfer of any membership interests without the approval of the Board of Managers (defined below) and as such, the Board of Managers effectively has control over any change of control transaction involving NextTrip.

The operating agreement provides for a three-person Board of Managers (“Board of Managers”) who manage NextTrip. Of those three members, two of such members are appointed by William Kerby and Donald P. Monaco, the current Chief Executive Officer and director and Chairman of the board of directors of Monaker, and one of the members of the Board of Directors is selected by Monaker. Such designees can remove the managers they can appoint, replace such members from time to time in their discretion, and choose which persons fill vacancies created on the Board of Managers (to the extent such vacancies relate to positions they have authority to fill).

The initial members of the Board of Managers of NextTrip are (1) Mr. Kerby, (2) Mr. Monaco, and (3) Mr. J. Todd Bonner, a Director of HotPlay.

The Board of Managers are tasked with creating a budget for NextTrip from time to time, but at least annually.

Mr. Kerby serves as the Chief Executive Officer of NextTrip, and has the authority to appoint employees of NextTrip, and set forth their positions and salaries with NextTrip, and to further provide for the bonuses payable to such persons, provided that such compensation and bonuses do not exceed more than $500,000 in aggregate in any calendar year.

The operating agreement also provides that the Board of Managers, in their sole discretion, subject to applicable law, and advice of counsel, may determine that it is in the best interests of NextTrip to spin-off the membership interests of NextTrip held by Monaker to Monaker’s stockholders (a “spin-off” and a “spin-off determination”). In the event of a spin-off determination, the board of directors of Monaker is required to hold a Special Meeting of the board of directors to discuss such spin-off determination (the “spin-off meeting”), and whether or not such spin-off determination is in the best interests of Monaker and its stockholders. Notwithstanding the foregoing, it is to be presumed that such spin-off is in the best interests of Monaker and its stockholders. In the event the board of directors determines not to move forward with a spin-off, the Board of Managers may make additional spin-off determinations in the future, subject to the obligation of the board of directors of Monaker to approve such spin-offs. If the board of directors of Monaker determines to move forward with the spin-off, the spin-off will proceed according to applicable law, and if necessary, NextTrip will convert into a corporation prior to, or in connection with, such spin-off. Notwithstanding the rights of the Board of Managers above, neither Monaker, NextTrip, or the Board of Managers have any present intention to affect a spin-off of NextTrip.

Additionally, if the board of directors of Monaker has determined to proceed with a spin-off, the number of authorized membership interests of NextTrip are automatically increased by 33%, after which time the Board of Managers are authorized to issue additional membership interests of NextTrip to managers, officers, management, employees, or consultants of NextTrip, in their sole discretion, in consideration for services rendered or to be rendered.

Director Voting Agreement (see page 173)

On or around February 22, 2021, each of the HotPlay stockholders, and Ms. Nithinan Boonyawattanapisut, Mr. J. Todd Bonner, Mr. Athid Nanthawaroon and Mr. Komson Kaewkham, each nominees for appointment to the Monaker board of directors at the closing, entered into a Voting Agreement with Mr. William Kerby, the Chief Executive Officer and director of Monaker and Mr. Donald P. Monaco, the Chairman of the board of directors of Monaker (the “Voting Agreement”). Pursuant to the Voting Agreement, each of the HotPlay stockholders agreed to vote all voting shares of Monaker which they hold and may hold in the future (during the term of the agreement) to elect Mr. Kerby and Mr. Monaco to the board of directors of the Company, and each of the HotPlay nominees agreed to continue to nominate each of Mr. Kerby and Mr. Monaco to the board of directors of Monaker. The agreement continues in effect until the earlier of February 26, 2026, the date of both Mr. Kerby’s and Mr. Monaco’s death, or the date that both Mr. Kerby and Mr. Monaco have provided notice of termination to such HotPlay Stockholders.

Management Following the HotPlay Share Exchange  (see page 259)

Effective as of the closing of the HotPlay exchange agreement, each of the executive officers of the Company will continue with the Company, and the officers of the combined company will include Co-Chief Executive Officers (1) Mr. William Kerby (the Company’s current Chief Executive Officer) and (2) Ms. Nithinan Boonyawattanapisut (who will also become a member of the Company’s board of directors, a director of HotPlay and of Red Anchor, and the spouse of Mr. J. Todd Bonner (who will become a director of the Company following the closing)); Mr. Mark Vange (the Chief Technology Officer of HotPlay) as Chief Technology Officer of the Company; Mr. Sirapop ‘Kent’ Taepakdee (the Company’s current Chief Financial Officer), as Chief Financial Officer of the Company; and Mr. Timothy Sikora (the Company’s current Chief Operating Officer and Chief Information Officer), as Chief Operating Officer and Chief Information Officer of the Company.

Interests of Certain Directors, Officers and Affiliates of Monaker  (see pages 134 and 167)

When considering the recommendation of the Monaker board of directors, you should be aware that certain members of the Monaker board of directors and named executive officers of Monaker have interests in the share exchanges that may be different from, or in addition to, interests they may have as Monaker stockholders. The Monaker board of directors was aware of the following interests and considered them, among other matters, in its decision to approve the share exchange agreements.

Continued Service with Combined Company

At the effective time of the HotPlay share exchange, the officers of the combined company will include Mr. William Kerby (the Company’s current Chief Executive Officer), who will serve as co-Chief Executive Officer of the Company, along with Ms. Boonyawattanapisut; Mr. Sirapop ‘Kent’ Taepakdee (the Company’s current Chief Financial Officer), as Chief Financial Officer of the Company; and Mr. Timothy Sikora (the Company’s current Chief Operating Officer and Chief Information Officer), as Chief Operating Officer and Chief Information Officer of the Company.

Additionally, Mr. William Kerby, Mr. Donald P. Monaco, and Mr. Simon Orange, current directors of Monaker, will continue as directors of the combined company after the effective time of the HotPlay share exchange. Additionally, each of the HotPlay stockholders and their affiliates also agreed to vote for the nomination and appointment of each of Mr. Kerby and Mr. Monaco until nominee the earlier of February 26, 2026, the date of both Mr. Kerby’s and Mr. Monaco’s death, or the date that both Mr. Kerby and Mr. Monaco have provided notice of termination to such HotPlay Stockholders, as described in greater detail under “Agreements Related to the HotPlay Share Exchange—Director Voting Agreement” on page 173.

Other

The interests of the Monaker board of directors also relate to or arise from, among other things:

●          severance benefits to which each of Monaker’s executive officers would become entitled in the event of a change of control of Monaker and/or his or her termination of employment within specified periods of time relative to the completion of the HotPlay share exchange, and additional amounts which would be payable to Mr. William Kerby, our Chief Executive Officer and director and Mr. Donald P. Monaco, our Chairman in guaranty fees, as specified below under “The Share Exchanges—Interests of the Monaker Directors and Executive Officers in the Share Exchanges”, beginning on page 134, under “Change of Control Payments with Monaker’s Named Executive Officers and Guaranty Agreement”;

●          that William Kerby and Donald P. Monaco, currently directors of Monaker, will serve as two of the three members of the Board of Managers of NextTrip following the HotPlay share exchange, and will therefore have effective control over the pre-closing assets and operations of Monaker, as specified below under “Agreements Related to the HotPlay Share Exchange—NextTrip Group Operating Agreement” on page 171;

●          that the operating agreement of NextTrip provides that the Board of Managers of NextTrip the right to request that Monaker spin-off the membership interests of NextTrip held by Monaker to Monaker’s stockholders, see below under “Agreements Related to the HotPlay Share Exchange—NextTrip Group Operating Agreement” on page 171; and

●          in certain circumstances the Board of Managers of NextTrip are authorized to issue additional membership interests of NextTrip to managers, officers, management, employees, or consultants of NextTrip (which persons include the current officers and directors of Monaker), in their sole discretion, in consideration for services rendered or to be rendered, see below under “Agreements Related to the HotPlay Share Exchange—NextTrip Group Operating Agreement” on page 171.

Material U.S. Federal Income Tax Consequences of the Share Exchanges  (see page 138)

Monaker does not anticipate the transactions contemplated by the Axion share exchange, or the Axion preferred conversion, being deemed a reorganization of Monaker under the Code or having any material tax effect for Monaker stockholders.

Since Monaker stockholders will continue to own and hold their existing shares of Monaker common stock following the HotPlay share exchange and Axion preferred conversion, the HotPlay share exchange and Axion preferred conversion generally will not result in U.S. federal income tax consequences to Monaker stockholders.

Risk Factors  (see page 39)

Both Monaker and HotPlay are subject to various risks associated with their businesses and their industries. In addition, the HotPlay share exchange, including the possibility that the HotPlay share exchange may not be completed, poses a number of risks to each company and their respective stockholders, including the following risks:

These risks and other risks are discussed in greater detail under the section entitled “Risk Factors” beginning on page 39. Monaker and HotPlay both encourage you to read and consider all of these risks carefully.

Regulatory Approvals  (see pages 141 and 151)

Monaker must comply with applicable federal and state securities laws and the rules and regulations of The NASDAQ Stock Market in connection with the issuance of shares of Monaker common stock in connection with the closing and the Axion preferred conversion and the filing of this proxy statement with the SEC, and although the Axion share exchange closed on November 16, 2020, the Company has yet to formally complete the transfer of the ownership of the Axion shares into its name, and the Company may choose to not formally complete such transfer, but to instead obtain the contractual rights to vote and receive the economic rights to such shares, until such time as such shares can be formally transferred.

NASDAQ Stock Market Listing  (see pages 142 and 155)

Monaker has filed an initial listing application with The NASDAQ Capital Market pursuant to The NASDAQ Stock Market’s “change of control” rules. If such application is accepted, Monaker anticipates that Monaker’s common stock will be listed on The NASDAQ Capital Market following the closing under the trading symbol “NXTP.”

Anticipated Accounting Treatment  (see page 142)

Monaker currently expects to treat the HotPlay share exchange as a purchase by HotPlay of Monaker under accounting principles generally accepted in the United States, or GAAP. Under the purchase method of accounting, the assets and liabilities of Monaker will be recorded, as of the completion of the HotPlay share exchange, at their respective fair values, in the financial statements of HotPlay. The financial statements of HotPlay issued after the completion of the HotPlay share exchange will reflect these values, but will not be restated retroactively to reflect the historical financial position or results of operations of Monaker.

As of November 30, 2020, the Company has accounted for its 33.85% interest in Axion as an investment in affiliate, valued at the aggregate liquidation preference of the Series B Convertible Preferred Stock issued in consideration for such shares of Axion, as ownership of such Axion shares have not yet been formally transferred to the Company. In the event the ownership of the Axion shares (or voting and economic rights thereto) are successfully transferred to the Company, the Company’s ownership of Axion will be accounted for under the equity method accounting, with such interests marked to market at the end of each fiscal quarter.

Appraisal Rights and Dissenters’ Rights

Holders of Monaker common stock are not entitled to appraisal rights in connection with the share exchanges, or the Axion preferred conversion.

MARKET PRICE AND DIVIDEND INFORMATION

Historical information regarding sales prices of Monaker’s common stock is widely available because Monaker’s common stock is listed on The NASDAQ Capital Market under the symbol “MKGI.”

HotPlay is a private company, and its ordinary shares are not publicly traded.

Axion’s common shares are traded on the TSX Venture Exchange under the symbol “AXV”, and are quoted on the OTC Pink market maintained by OTC Markets, under the symbol “AXNVF”. The following table presents, for the periods indicated, the range of high and low per share sales prices for Axion’s common stock as reported on the OTC Pink market for each of the periods set forth below.

The closing price of Monaker common stock on July 20, 2020, the last trading day prior to the public announcement of the share exchanges, was $2.8956 per share, and the closing price of Monaker common stock on July 21, 2020, was $2.9459 per share, in each case as reported on The NASDAQ Capital Market.

Because the market price of Monaker common stock is subject to fluctuation, the market value of the shares of Monaker common stock that the HotPlay stockholders and the Axion stockholders and Axion creditors will be entitled to receive in the HotPlay share exchange and upon the Axion preferred conversion, respectively, may increase or decrease.

Assuming approval by The NASDAQ Capital Market of the Company’s initial listing application, required as a result of The NASDAQ Stock Market’s “change of control” rules, following the completion of the HotPlay share exchange, the Monaker common stock will be listed on The NASDAQ Capital Market and will trade under Monaker’s new name, “Nextplay Technologies, Inc.,” and new trading symbol “NXTP.”

As of February 26, 2021, the record date for the Special Meeting, Monaker had approximately 466 holders of record of its common stock. At the close of business on the record date, 18,765,839 shares of Monaker common stock were issued and outstanding. The Company also had 10,000,000 outstanding shares of Series B Preferred Stock and 3,828,500 outstanding shares of Series C Preferred Stock as of the record date, neither of which are eligible to vote at the Special Meeting.

As of the date of this proxy statement, HotPlay had four stockholders and 120,000 outstanding common shares.

Monaker has never paid or declared any cash dividends on its common stock and Monaker is currently prohibited from making any dividend payment under the terms of the exchange agreements. Monaker currently intends to retain all available funds and any future earnings to fund the development and expansion of its business, and Monaker does not anticipate paying any cash dividends in the foreseeable future. Any future determination to pay dividends will be at the discretion of Monaker’s board of directors and will depend on Monaker’s financial condition, results of operations, contractual restrictions, capital requirements, and other factors that Monaker’s board of directors deems relevant.

RISK FACTORS

The combined company will be faced with a market environment that cannot be predicted and that involves significant risks, many of which will be beyond its control. In addition to the other information contained in this proxy statement, you should carefully consider the material risks described below before deciding how to vote your shares of Monaker common stock.

Risk Factor Summary

The below is a summary of the Risk Factors described in greater detail below: