Item 7.01
Regulation FD Disclosure
On March 30, 2021, the Company issued a press release
announcing, among other things, the entry into the Amendment. 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
(as defined in the Agreement), and will file and mail to its stockholders supplemental materials with regards to the Agreement, as amended
by the Amendment (collectively, the “Amended Agreement”). The Consent Solicitation Statement, as supplemented, will contain
important information about AESE, CSI, the Amended Agreement, and the transactions contemplated thereby (the “Sale Transaction”).
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 6.6% 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.