Item 7.01
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Regulation FD Disclosure
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On
March 22, 2021, the Company issued a press release announcing, among other things, the entry into the Amended Agreement. This
press release is filed as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
Important
Additional Information and Where You Can Find It
AESE
has filed with the SEC and mailed to its stockholders a Consent Solicitation Statement in connection with the transactions contemplated
by the Original Agreement, and will file and mail to its stockholders supplemental materials with regards to the Amended Agreement
(the “Sale Transaction”). The Consent Solicitation Statement, as supplemented, will contain important information
about AESE, CSI, the Sale Transaction and the Amended Agreement. Investors and stockholders are urged to read the Consent Solicitation
Statement and the supplemental materials carefully before making any decision to invest or consent to the Sale Transaction. Investors
and stockholders will be able to obtain free copies of the Consent Solicitation Statement, supplemental materials and other documents
filed by AESE with the SEC through the website maintained by the SEC at www.sec.gov or may contact AESE’s solicitor, Regan
& Associates, Inc., by telephone (toll-free within North America) at 1-800-737-3426.
Participants
in the Solicitation
In
addition to Regan & Associates, Inc., AESE, its directors and executive officers may be deemed to be participants in the solicitation
of consents with respect to the Sale Transaction. Information regarding AESE’s directors and executive officers and their
ownership of AESE shares is contained in AESE’s Amended Annual Report on Form 10-K/A for the year ended December 31, 2019
and its definitive consent solicitation statement for the Sale Transaction which was filed with the SEC on February 2, 2021, and
is supplemented by other public filings made, and to be made, with the SEC. AESE’s directors and executive officers beneficially
own approximately 6.8% of AESE’s common stock. Investors and stockholders may obtain additional information regarding the
direct and indirect interests of AESE and its directors and executive officers with respect to the Sale Transaction by reading
the Consent Solicitation Statement and other filings referred to above.
Cautionary
Statement Regarding Forward-Looking Information
This
communication contains certain forward-looking statements under federal securities laws. Forward-looking statements may include
our statements regarding our goals, beliefs, strategies, objectives, plans, including product and service developments, future
financial conditions, results or projections or current expectations. In some cases, you can identify forward-looking statements
by terminology such as “may,” “will,” “should,” “expect,” “plan,”
“anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,”
the negative of such terms, or other comparable terminology. For example, when we discuss the impacts of the Sale Transaction,
the satisfaction of the closing conditions to the Sale Transaction, the timing of the completion of the Sale Transaction; and
our plans following the Sale Transaction, we are using forward-looking statements. These statements are subject to known and unknown
risks, uncertainties, assumptions and other factors that may cause actual results to be materially different from those contemplated
by the forward-looking statements. These factors include, but are not limited to, the occurrence of any event, change or other
circumstances that could give rise to the termination of the Amended Agreement or could otherwise cause the Sale Transaction to
fail to close; the outcome of any legal proceedings that may be instituted against us following the announcement of the Sale Transaction;
the inability to complete the Sale Transaction, including due to failure to obtain approval of our stockholders or other conditions
to closing; the receipt of an unsolicited offer from another party for an alternative business transaction that could interfere
with the Sale Transaction; a change in our plans to retain the net cash proceeds from the Sale Transaction; our inability to enter
into one or more future acquisition or strategic transactions using the net proceeds from the Sale Transaction; and a decision
not to pursue strategic options for the esports business. Most of these factors are difficult to predict accurately and are generally
beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may
be made herein. The business and operations of AESE are subject to substantial risks, which increase the uncertainty inherent
in the forward-looking statements contained in this communication. Except as required by law, we undertake no obligation to release
publicly the result of any revision to these forward-looking statements that may be made to reflect events or circumstances after
the date hereof or to reflect the occurrence of unanticipated events. Further information on potential factors that could affect
our business is described under “Item 1A. Risk Factors” in our amended Annual Report on Form 10-K/A for the year ended
December 31, 2019, as filed with the SEC on March 17, 2020. Readers are also urged to carefully review and consider the various
disclosures we made in such amended Annual Report on Form 10-K/A and the Consent Solicitation Statement with respect to the proposed
Sale Transaction that we have filed with the SEC and mailed to our stockholders.