Notes to the Carve-Out Combined Financial Statements

NOTE 1 - GENERAL

Aspire Global plc (“Aspire”) is a leading platform supplier and real money gambling operator that has traditionally reported its business in two segments. Aspire provides a full turnkey solution for iGaming operators and reports this activity in its business-to-business segment ("B2B Business") and is a licensed online gambling operator that provides real money betting on sportsbook and casino and reports this activity in its business-to-consumer segment (“B2C Business”). Aspire shares are traded on Nasdaq First North Premier Growth Market in Stockholm, Sweden, under the ticker” ASPIRE”.

The B2C Business, offers a portfolio of distinctive proprietary brands and a best-in-class iGaming experience within casino and sports to a diverse customer base operating across regulated markets. The B2C Business provides hundreds of games developed by Aspire and a game hub with access to thousands of third-party titles, along with a sportsbook.

Karamba is Aspire's leading brand, well known for its wide selection of games an accessible sportsbook with gamification tools, and the high levels of security and convenience expected from a fully licensed operator in regulated markets.

The turnkey solution provided by the B2B Business is a ready-made, customizable gaming engine including the administration of bets, gambling, licenses, customer support and content development, enabling any of its customers to focus entirely on the branding and marketing of the site. The B2B Business provides its turnkey solution to both external customers of Aspire and to the B2C Business.

On October 1, 2021, Esports Technologies, Inc. , and Esports Product Technologies Malta Ltd. (“Esports Malta”) entered into a Share Purchase Agreement (the “Acquisition Agreement”) with Aspire, Aspire Global International Limited, AG Communications Limited, Aspire Global 7 Limited (collectively the “Aspire Related Companies”), and Karamba Limited whereby Esports Malta will acquire all of the issued and outstanding shares of Karamba Limited. The total acquisition price, payable at the closing of the acquisition of the Karamba Limited shares, will be €65 million payable as follows: (i) a cash amount of €50 million; (ii) €10 million payable in accordance with the terms of an unsecured subordinated promissory note (the “Note”); and (iii) shares of Company common stock, which are valued at €5 million (based on the weighted-average per-share price of the ten days prior to the execution date of the Acquisition Agreement. The transaction was completed on December 1, 2021, whereby at that date: (i) Aspire and the Aspire Related Companies transferred to Karamba Limited all the B2C Business as set forth in the Acquisition Agreement; (ii) Esports Malta entered into an agreement with Aspire whereby Aspire has provided continuation of services related to certain employees which are believed to be essential to the integration and operation of the B2C Business for a transition period subsequent to the completion date and up to 90 days thereafter; (iii) Karamba Limited entered into four-year business to business white label operator services agreements collectively covering regulated and unregulated markets, based upon a migration plan in accordance with applicable laws.

These carve-out combined financial statements reflect the historical financial position, results of operations, changes in net assets and cash flows of Aspire the B2C Business as it was historically conducted.

B. Basis of Presentation

The B2C Business had not constituted a separate legal entity or group and stand-alone financial statements have not previously been prepared for the B2C Business. These carve-out combined financial statements for the B2C Business as of September 30, 2021 and 2020 and for the years then ended include all the B2C Business which have been conducted through certain Maltese entities within Aspire group which also have other activities.

These financial statements have been prepared on a stand-alone basis derived from the financial statements and related accounting records of Aspire group. The accompanying carve-out combined financial statements present the historical financial position, results of operations, changes in net assets and cash flows of the B2C Business as it was historically conducted. The financial information in these financial statements does not necessarily include all the expenses that would have been incurred had the B2C Business operated as a separate stand-alone entity and may not reflect results of operations, financial position and cash flows had the B2C Business been a stand-alone company during the fiscal year ended September 30, 2021 and 2020 or in the future.

Aspire Global plc - B2C Business

Notes to the Carve-Out Combined Financial Statements

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies followed in the preparation of the carve-out combined financial statements, on a consistent basis, unless otherwise stated, are:

The carve-out combined financial statements were prepared in conformity with U.S. generally accepted accounting principles ("US GAAP").

The preparation of financial statements in general, and more specifically carve-out combined financial statements, in conformity with US GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates.

The carve-out combined financial statements of the B2C Business are prepared in Euro (the functional currency), which is the currency that best reflects the economic substance of the underlying events and circumstances relevant to the B2C Business transactions. Transactions not denominated in Euro, are translated into Euro at exchange rates in effect at the date of the transaction during the period and assets and liabilities are translated at period-end exchange rates. Transactions undertaken in currencies other than the functional currency are translated using the exchange rate in effect as of the transaction date and give rise to foreign currency gains and losses.

At the end of each reporting period, the total comprehensive income earned was transferred to Aspire through statements of changes in net parent investment as "Net transfers to Aspire Global plc" and corresponding reduction of retained earnings.

Unbilled income - Aspire Global plc – share of net gaming revenues paid by Aspire in the following reporting period for amounts earned prior to year-end. Cash to be received from Aspire for net gaming revenues net of fees owed to Aspire B2B Business.

Receivable from Aspire– Excess cash generated from operations transferred over comprehensive income transferred (financing), all as of the end of the reporting period.

Revenue is recognized provided that it is probable that economic benefits will flow to Aspire and the revenue can be reliably measured. Revenue is recognized in the accounting periods in which the transactions occurred after deduction of certain promotional bonuses granted to customers and VAT, and after adding the fees and charges applied to customer accounts and is measured at the fair value of the consideration received or receivable.

Revenue consists of income from online activities and income generated from foreign exchange commissions on customer deposit and withdrawals and account fees.

The B2C Business is the principal in the transactions with the players while the B2B Business is its service provider in their revenue split arrangement. Therefore, the B2C Business records the income from the online activities (from the players) on a gross basis. The B2B Business applies judgement in determining whether it is acting as principal or agent in these transactions.

Aspire Global plc - B2C Business

Notes to the Carve-Out Combined Financial Statements

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.)

Distribution expenses represents platform fees to Aspire B2B Business, employment related expenses, processing and content costs.

Gaming Duties relate to gaming taxes imposed by various EU countries.

Sales and marketing expenses represents customer acquisition and employment related expenses.

General and administrative expenses represents professional services, legal and accounting, office and employment related expenses.

The B2C Business current assets comprising primarily receivables from Aspire are measured at amortized cost. These assets arise principally from the provision of services to customers. They are initially recognized at fair value.

Impairment provisions for receivables, if any, are recognized based on the simplified approach using a provision matrix in the determination of the lifetime expected credit losses. During this process, the probability of the non-payment of the trade receivables is assessed. This probability is then multiplied by the amount of the expected loss arising from default to determine the lifetime expected credit loss for the trade receivables.

The B2C Business primarily employs personnel in Israel and Malta. The B2C Business’s legal commitment for severance and pension payments to its Israeli employees is partially fulfilled by monthly deposits with insurance policies and/or other funds in favor of the employees.

The fair value measurement hierarchy is based on the inputs to valuation techniques used to measure fair value. The inputs are categorized into three levels, with the highest level which is used first (level 1) given to inputs for which there are unadjusted quoted prices in active markets for identical assets or liabilities, (level 2) inputs are directly or indirectly observable inputs other than quoted prices and the lowest level (level 3) given to unobservable inputs.

In connection with the preparation of these carve-out combined financial statements, the B2C Business and management evaluated subsequent events through January 21, 2022, the date these carve-out combined financial statements were available to be issued.

Aspire Global plc - B2C Business

Notes to the Carve-Out Combined Financial Statements

NOTE 3 – CARVE-OUT CRITERIA AND ASSUMPTIONS

The carve-out combined statements of comprehensive income reflect direct revenues and expenses and allocations of indirect expenses related to certain support functions that are provided on a centralized basis by Aspire. These expenses have been allocated to the B2C Business on the basis of direct usage when identifiable, with others allocated based on relevant data criteria, such as payroll included in distribution expenses and general and administrative expenses as detailed below:

Aspire uses a centralized approach to cash management of its operations. The B2C Business is cash positive generating business, any cash excess over comprehensive income earned have been transferred to Aspire through "Net parent investment ". Accordingly, none of the Aspire cash and cash equivalents, has been assigned to the B2C Business in the carve-out combined financial statements.

Management believes the assumptions underlying the carve-out combined financial statements, including the assumptions regarding allocation of expenses, are reasonable.

NOTE 4– INCOME TAXES

Income taxes are calculated in accordance with the tax legislation and applicable tax rate in force at the end of the reporting year in Malta.

Accruals for uncertain tax positions are recorded, if any, when management believes that it is more likely than not that the tax position will not be sustained on examination by the taxing authorities based on the technical merits of the position.

The B2C Business is subject to corporate tax rate in Malta of 35%, however according to Maltese tax regime certain portion of the Maltese tax payable amounts is refundable (30%) upon meeting certain criteria defined under the Maltese tax ordinance inter alia of dividend distributions. Receivable tax amounts are recorded in the "Income taxes receivable balance" on the Balance Sheets.

NOTE 5 - CONTINGENCIES

Aspire is a gaming operator and provides gaming services to players. As part of its ongoing regulatory compliance process, management continues to monitor legal and regulatory developments and their potential impact on Aspire's operations. Given the changing nature of the legal and regulatory landscape of the online gaming industry, Aspire from time to time has been challenged by certain regulatory authorities in respect of its activities in certain jurisdictions.

NOTE 6 – COVID-19

Aspire is carefully monitoring the outbreak and spread of the COVID-19 (coronavirus) across the world. Pro-active measures have been taken in the beginning of the year to reduce the risk for the staff and to ensure business continuity.

Note 1 – Basis of Presentation

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

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

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

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

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

Note 2 – Preliminary purchase price allocation

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

Note 3 – Pro forma adjustments

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

Adjustments to the unaudited pro forma condensed consolidated combined balance sheet

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