SEC Filing - NeoGames S.A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM CB
TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM

(AMENDMENT NO. 1)

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form:

Securities Act Rule 801 (Rights Offering)			☐
Securities Act Rule 802 (Exchange Offer)			☒
Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer)			☐
Exchange Act Rule 14d-1(c) (Third Party Tender Offer)			☐
Exchange Act Rule 14e-2(d) (Subject Company Response)			☐
Filed or submitted in paper if permitted by Regulation S-T Rule 101(b)(8)			☐

Aspire Global PLC
(Name of Subject Company)

N/A
(Translation of Subject Company’s Name into English (if applicable))

Malta
(Jurisdiction of Subject Company’s Incorporation or Organization)

NeoGames S.A
(Name of Person(s) Furnishing Form)

Ordinary shares
(Title of Class of Subject Securities)

N/A
(CUSIP Number of Class of Securities (if applicable))

Moti Malul Chief Executive Officer 63-65, rue de Merl L-2146 Luxembourg, Grand Duchy of Luxembourg Tel: +972-3-607-2571
(Name, Address (including zip code) and Telephone Number (including area code) of Person(s) Authorized to Receive Notices and Communications on Behalf of Subject Company)

April 27, 2022
(Date Tender Offer/Rights Offering Commenced)

PART I – INFORMATION SENT TO SECURITY HOLDERS

Item 1. Home Jurisdiction Documents

(a) The following documents are attached as exhibits to this Amendment No. 1 to Form CB:

Exhibit Number
99.1	Supplement to Luxembourg Prospectus, dated May 18, 2022.
99.2	Supplement to Offer Document, dated May 18, 2022.

(b) Not applicable.

Item 2. Informational Legends

A legend complying with Rule 802(b) under the U.S. Securities Act of 1933, as amended, is included in each of the documents supplemented by the documents referred to in Exhibits 99.1 and 99.2.

PART II – INFORMATION NOT REQUIRED TO BE SENT TO SECURITY HOLDERS

Not applicable.

PART III – CONSENT TO SERVICE OF PROCESS

NeoGames S.A. submitted to the Securities and Exchange Commission a written irrevocable consent and power of attorney on Form F-X dated April 27, 2022.

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	NeoGames S.A

	/s/ Moti Malul
	Name:	Moti Malul
	Title:	Chief Executive Officer

Date: May 19, 2022

Exhibit 99.1

SUPPLEMENT TO THE PROSPECTUS – 18 May 2022

NOT FOR PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA OR SWITZERLAND OR IN ANY OTHER JURISDICTION WHERE SUCH PUBLICATION OR DISTRIBUTION PURSUANT TO LEGISLATION AND REGULATIONS IN SUCH RELEVANT JURISDICTION WOULD BE PROHIBITED BY APPLICABLE LAW.

This document (the “Supplement”) is a supplement to the prospectus dated 26 April 2022 (the “Prospectus”) in connection with the a public offering of Swedish depository receipts (the “SDRs”) in Sweden in the context of the public takeover offer in Sweden submitted by NeoGames S.A. (“NeoGames” or the “Company”) regarding all shares in Aspire Global plc (“Aspire”). The Prospectus has been approved by the Swedish Financial Supervisory Authority (the “SFSA”) as the competent authority under Regulation (EU) 2017/1129 (the “Prospectus Regulation”) on 26 April 2022. The decision number of such approval is FI Dnr 22-7101.

The definitions used in this Supplement have the same meaning as in the Prospectus, unless otherwise stated. This Supplement constitutes a part of the Prospectus and should be read together therewith.

This Supplement is prepared due to the announcement of NeoGames’s unaudited consolidated interim financial information as at and for the three months ended 31 March 2022 (the “Interim Financial Information”) on 11 May 2022.

The Interim Financial Information is hereby incroporated by refence into the Prospectus. The section “Documents Incorporated by Reference into this Prospectus” on page 145 of the Prospectus is updated accordingly as presented below.

This Supplement has been prepared pursuant to Article 23 of the Prospectus Regulation. This Supplement has been approved on 18 May 2022 by the SFSA as the competent authority under the Prospectus Regulation.

Only investors who have already agreed to subscribe for any SDRs in the Offer under the Prospectus before this Supplement was published shall have the right, exercisable within three working days after the publication of this Supplement, to withdraw their acceptances. Such investors can exercise their right of withdrawal pursuant to Article 23(2)(a) of the Prospectus Regualtion during the period from publication of this Supplement up to and including 23 May 2022. The right of withdrawal cannot be exercised after said date. To be valid, such withdrawal must have been received in writing by Mangold (at the address Engelbrektsplan 2, 114 34 Stockholm, Sweden) no later than on 23 May 2022.

TABLE OF CONTENT

Supplements to the section “Summary”	3
Supplements to the section “Presentation of Financial and Other Information”	4
Supplements to the section “Capitalisation and Indebtedness”	4
Supplements to the section “Selected Historical Financial Information”	5
Supplements to the section “Operating and Financial Review”	7

SUPPLEMENTS TO THE PROSPECTUS

Supplements to the section “Summary”

Due to the publication of the Interim Financial Information, the section of the Prospectus entitled “Summary” is supplemented as follows:

The following texts are inserted as the sixth and seventh paragraphs under the section entitled “Summary – Section B - Key information on the issuer of the underlying shares – Who is the issuer of the underlying shares? – The identity of the issuer’s key managing directors and auditor” on page 5 of the Prospectus:

The interim financial information of the Company as at and for the three months ended 31 March 2022 and as at and for the three months ended 31 March 2021 have been prepared on the basis of the accounting policies adopted in the Company’s audited consolidated financial statements for the year ended 31 December 2021 and 31 December 2020, respectively, which were prepared in accordance with the International Financial Reporting Standards (the “IFRS”) as issued by the International Accounting Standards Board (the “IASB”). This interim financial information should be read in conjunction with the aforementioned annual financial statements and notes thereto filed on 14 April 2022 and 16 April 2021, respectively. They do not include all of the information required for a complete set of financial statements prepared in accordance with the IFRS or in accordance with International Accounting Standard 34 ‘Interim Financial Reporting’, as issued by the IASB.

The interim financial information is unaudited, does not constitute statutory accounts and does not contain all the information and footnotes required by accounting principles generally accepted under the IFRS for annual financial statements or interim financial information.

2)	The following text is inserted to replace the first paragraph of the section entitled “Summary – Section B - Key information on the issuer of the underlying shares – What is the Key Financial Information Regarding the Company – Key financial information?” on page 5 of the Prospectus:

The following tables set out a summary of selected consolidated financial information of the Company as at and for the three months periods ended 31 March 2022 and 31 March 2021, and for the years ended 31 December 2021, 2020 and 2019. The interim financial information as at and for the three months ended 31 March 2022 and as at and for the three months ended 31 March 2021 have been prepared on the basis of the accounting policies adopted in the Company’s audited consolidated financial statements for the year ended 31 December 2021 and 31 December 2020, respectively, which were prepared in accordance with the IFRS as issued by the IASB. The financial statements as at and for the year ended 31 December 2021, 2020 and 2019 have been prepared in compliance with the IFRS as issued by the IASB.

3)	The following tables are inserted to replace the tables contained in the section entitled “Summary – Section B - Key information on the issuer of the underlying shares – What is the Key Financial Information Regarding the Company – Key financial information” on pages 5 to 6 of the Prospectus:

Selected financial information from the consolidated statement of profit or loss for the periods indicated.

	For the 12-month periods ended 31 December								Year-end report for 1 January – 31 December					For the 3-month periods ended 31 March
	audited								unaudited					unaudited
	2021			2020		2019			2021			2020		2022			2021
	(USD’000)
Revenue		50,463			49,202		33,062			50,463			49,202		13,250			13,349
Net and total comprehensive income (loss)		4,652			6,514		(3,978	)		4,652			6,514		(893	)		3,950
Profit (loss) from operations		(1,157	)		11,633		5,310			(1,157	)		11,633		(2,157	)		2,171

Selected financial information from the consolidated statement of financial position at the dates indicated.

	As at 31 December						As at 31 December				As at 31 March
	audited						unaudited				unaudited
	2021		2020		2019		2021		2020		2022		2021¹
	(USD’000)
Total assets		115,755		94,585		33,175		117,328		94,585		94,889		98,992
Total liabilities		55,961		43,764		38,783		57,534		43,764		35,394		43,955

¹Comparative figures for the three months period ended 31 March 2021 have been derived from the Company’s press release titled “NeoGames Announces First Quarter 2021 Results” published on 13 May 2021.

Supplements to the section “Presentation of Financial and Other Information”

Due to the publication of the Interim Financial Information, the section of the Prospectus entitled “Presentation of Financial and Other Information” is supplemented as follows:

1)	The following texts are inserted to as the first and second paragraphs of the section entitled “Presentation of Financial and Other Information – Financial Statements and other data in the Prospectus – Financial information” on page 41 of the Prospectus:

This Prospectus includes interim financial information of the Company for the three months period ended 31 March 2022 and for the three months period ended 31 March 2021 prepared on the basis of the accounting policies adopted in the Company’s audited consolidated financial statements for the year ended 31 December 2021 and 31 December 2020, respectively, which were prepared in accordance with the International Financial Reporting Standards (the “IFRS”) as issued by the International Accounting Standards Board (the “IASB”). This interim financial information should be read in conjunction with the aforementioned annual financial statements and notes thereto filed on 14 April 2022 and 16 April 2021, respectively. They do not include all of the information required for a complete set of financial statements prepared in accordance with the IFRS or in accordance with International Accounting Standard 34 ‘Interim Financial Reporting’, as issued by the IASB.

Supplements to the section “Capitalisation and Indebtedness”

Due to the publication of the Interim Financial Information, the section of the Prospectus entitled “Capitalisation and Indebtedness” is supplemented as follows:

1)	The following table is inserted to replace the table contained in the section entitled “Capitalisation and Indebtedness -– Working capital statement” on page 49 of the Prospectus:

Total current debt (including current portion of non-current debt)			-
Guaranteed			-
Secured			-
Unguaranteed / unsecured			-
Total non-current debt (excluding current portion of non-current debt)			13,287
- Guaranteed			-
- Secured			13,287
- Unguaranteed / unsecured			-
Shareholder equity			59,495
- Share capital			45
- Legal reserve(s)			59,450
- Other reserves			-
Total			72,782

A Cash	40,932
B Cash equivalents	-
C Other current financial assets	-
D Liquidity (A + B + C)	40,932
E Current financial debt (including debt instruments, but excluding current portion of non-current financial debt)	-
F Current portion of non-current financial debt	-
G Current financial indebtedness (E + F)	-
H Net current financial indebtedness (G - D)	(40,932	)
I Non-current financial debt (excluding current portion and debt instruments).	13,287
J Debt instruments	-
K Non-current trade and other payables	1,158
L Non-current financial indebtedness (I + J + K)	14,445
M Total financial indebtedness (H + L)	(26,487	)

Supplements to the section “Selected Historical Financial Information”

Due to the publication of the Interim Financial Information, the section of the Prospectus entitled “Selected Historical Financial Information” is supplemented as follows:

The following texts are inserted to replace the first and the second paragraphs of the section entitled “Selected Historical Financial Information” on page 51 of the Merger Prospectus:

The following tables set out selected consolidated historical financial information of the Company as at and for the three months period ended 31 March 2022 and 31 March 2021, and as at and for the years ended 31 December 2021, 31 December 2020 and 31 December 2019.

The interim financial information as at and for the three months ended 31 March 2022 and as at and for the three months ended 31 March 2021 have been prepared on the basis of the accounting policies adopted in the Company’s audited consolidated financial statements for the year ended 31 December 2021 and 31 December 2020, respectively, which were prepared in accordance with International Financial Reporting Standards (the "IFRS") as issued by the International Accounting Standards Board (the “IASB”). This interim financial information should be read in conjunction with the aforementioned annual financial statements and notes thereto filed on 14 April 2022 and 16 April 2022, respectively. They do not include all of the information required for a complete set of financial statements prepared in accordance with the IFRS or in accordance with International Accounting Standard 34 ‘Interim Financial Reporting’, as issued by the IASB. The interim financial information is unaudited, does not constitute statutory accounts and does not contain all the information and footnotes required by accounting principles generally accepted under the IFRS for annual financial statements or interim financial information. The consolidated financial statements as at and for the years ended 31 December 2021, 31 December 2020 and 31 December 2019 have been prepared in accordance with the IFRS as issued by the IASB. Profit or loss accounts are presented and analyzed by their nature rather than their function within the entity as such method provides reliable and more relevant information on the Company's operations.

The following tables are inserted to replace the corresponding tables contained in the section entitled “Selected Historical Financial Information” on pages 51 to 52 of the Prospectus:

Statements of profit or loss

Selected financial information from the consolidated statement of profit or loss for the periods indicated.

	For the 3-month periods ended 31 March						For the 12-month periods ended 31 December
	2022			2021			2021			2020			2019
	($ ‘000) / (unaudited)						($ ‘000) / (audited)
Revenue		13,250			13,349			50,463			49,202			33,062
Distribution expenses		2,465			2,646			9,889			6,685			4,252
Development expenses		2,542			2,238			9,428			7,452			6,877
Selling and marketing expenses		521			278			1,549			1,483			1,981
General and administrative expenses		3,704			2,661			12,300			7,496			4,957
Initial public offering expenses		-			-			-			2,796			-
Prospective acquisition related expenses		2,221			-			3,841			-			-
Total operating expenses excluding depreciation and amortization		11,453			7,823			37,007			25,912			18,067

Depreciation and amortization		3,954			3,355			14,613			11,657			9,685

EBITDA		5,684			9,370			25,902			24,683			11,071
Interest expenses with respect to funding from related parties		1,640			1,184			4,811			4,343			3,792
Finance income		-			-			-			(21	)		(53	)
Finance expenses		499			224			1,501			747			382
The company’s share in profits (losses) of Joint Venture		3,887			3,844			12,446			1,393			(3,924	)
Profit (loss) before income taxes expenses		(409	)		4,607			4,977			7,957			(2,735	)
Income taxes expenses		(484	)		(657	)		(325	)		(1,443	)		(1,243	)
Net and total comprehensive income (loss)		(893	)		3,950			4,652			6,514			(3,978	)

Statement of financial position

Selected financial information from the consolidated statement of financial position at the dates indicated.

	As at 31 March			As at 31 December
	2022		2021¹		2021	2020	2019
	($’000) / (unaudited)			($’000) / (audited)
ASSETS
NON-CURRENT ASSETS
Restricted deposit		154	156		154	164	150
Restricted deposits – Joint Venture		3,848	3,773		3,848	3,773	2,000
Property and equipment		2,870	1,322		2,159	1,301	849
Intangible assets		23,877	18,892		22,354	17,835	14,413
Right-of-use assets		7,689	2,758		7,882	3,127	4,688
Deferred taxes		2,075	250		1,839	211	130
CURRENT ASSETS
Cash and cash equivalents		40,932	63,272		66,082	59,767	6,016
Designated cash		-	-		167	-	-
Restricted deposit		5	12		9	12	138
Prepaid expenses and other receivables		3,393	2,863		2,494	1,446	905
Due from Aspire Group		608	324		1,483	56	296
Due from the Michigan Joint Operation and NPI		3,641	3,051		3,560	3,192	250
Trade receivables		5,797	2,319		3,724	3,701	2,737
TOTAL ASSETS		94,889	98,992		115,755	94,585	33,175

	As at 31 March					As at 31 December
	2022			2021¹			2021		2020		2019
	($’000) / (unaudited)					($’000) / (audited)
LIABILITIES AND EQUITY

EQUITY
Share capital		45		44			45		44		21
Reserve with respect to transaction under common control		(8,467	)	(8,467	)		(8,467	)	(8,467	)	(8,467	)
Reserve with respect to funding transactions with related parties		20,072		20,072			20,072		20,072		16,940
Share premium		71,862		68,608			70,812		68,608		22,788
Share based payments reserve		5,567		4,173			6,023		3,907		2,967
Accumulated losses		(29,584	)	(29,393	)		(28,691	)	(33,343	)	(39,857	)

NON-CURRENT LIABILITIES
Capital notes, loans and accrued interest due to Aspire Group		-		-			-		17,739		14,987
Loans and other due to Caesars, net		13,287		11,223			12,899		10,666		-
Company share of Joint Venture net liabilities		778		1,077			830		1,025		-
Lease liabilities		7,767		1,423			7,820		1,855		3,382
Accrued severance pay, net		380		388			286		384		276

CURRENT LIABILITIES
Trade and other payables		8,652		3,944			7,902		4,910		1,855
Lease liabilities		678		1,645			769		1,651		1,455
Capital notes, loans and accrued interest due to Aspire Group		-		18,528			21,086		-		-
Loans and other due to Caesars, net		-		2,016			-		1,972		14,245
Employees withholding payable		-		-			167		-		-
Employees’ related payables and accruals		3,852		3,711			4,202		3,562		2,583

TOTAL LIABILITIES AND EQUITY		94,889		98,992			115,755		94,585		33,175

Supplements to the section “Operating and Financial Review”

Due to the publication of the Interim Financial Information, the section of the Prospectus entitled “Operating and Financial Review” is supplemented as follows:

1)	The following text is inserted to replace the first paragraph of the section entitled “Operating and Financial Review” on page 68 of the Prospectus:

The following operating and financial review has been prepared on the basis of: (i) the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of financial position and the consolidated statement of cash flows of the Company as at and for the years ended 31 December 2021, 2020 and 2019; and (ii) the accounting policies and the related notes thereto; as well as (iii) unaudited interim financial information as at and for the three months ended 31 March 2022, including the unaudited comparative financial information as at and for the three months ended 31 March 2021.

2)	The following text is inserted to replace the first paragraph of the section entitled “Operating and Financial Review – Overview” on page 68 of the Prospectus:

You should read the following discussion and analysis of our consolidated financial condition and results of operations in conjunction with consolidated financial statements and the related notes and unaudited interim financial information included elsewhere in this Prospectus. This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in the “Risk Factors” section of this Prospectus. Actual results could differ materially from those contained in any forward-looking statements.

The following table is inserted to replace the corresponding table contained in the section entitled “Operating and Financial Review – Key Performance Indicators” on page 70 of the Prospectus:

	Quarter Ended 31 March				Year Ended 31 December
	2022		2021		2021		2020		2019
	(in millions)
Network NGR		199.7		195.8	$	750	$	448	$	203

3)	The following table is inserted to replace the table contained in the section entitled “Operating and Financial Review – Non-IFRS Information” on page 70 of the Prospectus:

	Quarter Ended 31 March					Year Ended 31 December
	2022			2021		2021		2020		2019
	Unaudited (in thousands)					Audited (in thousands)
Net and total comprehensive income (loss)		(893	)		3,950	$	4,652	$	6,514	$	(3,978	)
Income taxes		484			657		325		1,443		1,243
Interest and finance-related expenses		2,139			1,408		6,312		5,069		4,121
EBIT		1,730			6,015		11,289		13,026		1,386
Depreciation and amortization		3,954			3,355		14,613		11,657		9,685
EBITDA		5,684			9,370		25,902		24,683		11,071
Initial public offering expenses		-			-		-		2,796		-
Prospective acquisition related expenses		2,221			-		3,841		-		-
Share based compensation		595			266		3,448		969		615
Company share of NPI depreciation and amortization(1)		29			53		193		203		168
Adjusted EBITDA		8,529			9,689	$	33,384	$	28,651	$	11,854

4)	The following text and table are inserted to replace the corresponding text and table contained in the section entitled “Operating and Financial Review – Components of Results of Operations – Revenues” on page 71 of the Prospectus:

The table below presents the royalties and other revenues generated by NeoGames (including through the Michigan Joint Operation), as well as NeoGames’ NPI Revenues Interest, for the three months ended March 31, 2022 and 2021, and the years ended December 31, 2021, 2020 and 2019.

	Quarter Ended 31 March				Year Ended 31 December
	2022		2021		2021		2020		2019
	Unaudited (in thousands)				Audited (in thousands)
Royalties from turnkey contracts(1)		6,960		8,445	$	29,882	$	32,252	$	17,240
Royalties from games contracts		536		476		1,994		2,006		2,189
Access to IP rights		3,320		1,863		7,959		6,697		5,662
Development and other services – Aspire		426		480		1,617		2,430		4,099
Development and other services – NPI(2)		1,676		1,799		7,578		4,404		2,914
Development and other services – Michigan Joint Operation		332		286		1,433		1,413		958
Revenues		13,250	$	13,349	$	50,463	$	49,202	$	33,062
NeoGames’ NPI Revenues Interest(3)		9,170	$	8,248	$	34,052	$	9,535	$	1,956

5)	The following tables are inserted to replace the corresponding tables contained in the section entitled “Operating and Financial Review – Components of Results of Operations – Results of Operations” on pages 72 to 73 of the Prospectus:

	Quarter Ended 31 March						Year Ended 31 December
	2022			2021			2021			2020			2019
	Unaudited						Audited
Consolidated Statements (in thousands) of Operations Data
Revenues		13,250			13,349		$	50,463		$	49,202		$	33,062
Distribution expenses		2,465			2,646			9,889			6,685			4,252
Development expenses		2,542			2,238			9,428			7,452			6,877
Selling and marketing expenses		521			278			1,549			1,483			1,981
General and administrative expenses		3,704			2,661			12,300			7,496			4,957
Prospective acquisition related expenses		2,221			-			3,841			-			-
Initial public offering expenses		0/-			0/-			0/-			2,796			0/-
Depreciation and amortization		3,954			3,355			14,613			11,657			9,685
Profit (loss) from operations		(2,157	)		2,171			(1,157	)		11,633			5,310
Interest expense with respect to funding from related parties		1,640			1,184			4,811			4,343			3,792
Finance income		0/-			0/-			0/-			(21	)		(53	)
Finance expenses		499			224			1,501			747			382
The Company’s share in profits of Joint Venture		3,887			3,844			12,446			1,393			(3,924	)
Profit (loss) before income taxes expense		(409	)		4,607			4,977			7,957			2,735
Income taxes expense		(484	)		(657	)		(325	)		(1,443	)		(1,243	)
Net and total comprehensive income (loss)		(893	)		3,950		$	4,652		$	6,514		$	(3,978	)

	Quarter Ended March 31,						Year Ended December 31,
Revenues	2022			2021			2021			2020			2019
	Unaudited						Audited
	(as a % of revenues in absolute numbers)
Consolidated Statements of Operations Data:
Revenues		100.00	%		100.00	%		100.00	%		100.00	%		100.00	%
Distribution expenses		18.6			19.8			19.6			13.6			12.9
Development expenses		19.2			16.8			18.7			15.1			20.8
Selling and marketing expenses		3.9			2.1			3.0			3.0			6.0
General and administrative expenses		28.0			20.0			24.4			15.2			15.0
Initial public offering expenses		-			-			-			5.7			0.0
Depreciation and amortization		29.8			25.1			29.0			23.7			29.3
Profit (loss) from operations		(16.3	)		16.3			(2.3	)		23.6			16.0
Interest expense with respect to funding from related parties		12.4			8.9			9.5			8.8			11.5
Finance income		-			-			0.0			0.0			0.2
Finance expenses		3.8			1.7			3.0			1.5			1.2
Company share in profits (loss) of Joint Venture		-			28.8			24.7			2.8			11.9
Profit (loss) before income taxes expense		(3.1	)		5.7			9.9			16.1			3.6
Income taxes expense		(3.7	)		(4.9	)		0.7			2.9			3.8
Net and total comprehensive income (loss)		(6.7	)%		29.6	%		9.2	%		13.2	%		12.0	%

Supplements to the section “Documents Incorporated by Reference into this Prospectus”

Due to the publication of the Interim Financial Information, the section of the Prospectus entitled “Documents Incorporated by Reference into this Prospectus” is supplemented as follows:

1)	The following text is inserted as the first bullet point under the section “Documents Incorporated by Reference into this Prospectus”:

•

NeoGames’ press release titled “NeoGames Announces First Quarter 2022 Results” published on 11 May 2022 concerning first quarter 2022 financial highlights (page 1), recent business highlights (pages 1 to 2), guidance (page 2), consolidated condensed balance sheets (page 5), consolidated condensed statements of comprehensive income (page 6), reconciliation of comprehensive income (loss) to adjusted EBITDA (page 7), revenues generated by NeoGames as well as Company's share in NPI Revenues (page 7);

Exhibit 99.2

Supplement to NeoGames

S.A.’s offer document

regarding the offer to the

shareholders in Aspire Global plc

Important information

General

The Supplement (defined below) is not an offer, whether directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or Switzerland or in any other jurisdiction where such offer pursuant to legislation and regulations in such relevant jurisdiction would be prohibited by applicable law.

Shareholders should refer to the offer restrictions included in the section "Offer restrictions" on pages 64 – 67 in the Supplement. Further information regarding the conditions, restrictions and limitations of liability applicable to the Offer (defined below) can be found in the Offer Document (defined below).

The Supplement shall be governed and construed in accordance with substantive Swedish law. Any dispute regarding the Supplement, or which arises in connection therewith, shall be settled exclusively by Swedish courts, E4tt) shall be the court of first instance.

The Supplement has not been reviewed or approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) in accordance with the regulations in Chapter 2 Section 3 of the Swedish Act on Public Takeovers on the Stock Market (Sw. lagen (2006:451) om offentliga E5 aktiemarknaden) or Chapter 2a Section 9 of the Swedish Financial Instruments Trading Act (Sw. lagen (1991:989) om handel med finansiella instrument), or Article 23.1 and 23.2 of Regulation (EU) 2017/1129 of the European Parliament and of the Council. In the event of any discrepancy in content between the Swedish original and this English translation, the Swedish version shall prevail. NeoGames (defined below) has also prepared a prospectus relating to the shares in the form of Swedish depositary receipts offered as consideration in the Offer (defined below), which was approved by the Swedish Financial Supervisory Authority on 26 April 2022 and published on the same day (the “Prospectus”). The Prospectus is available on NeoGames’ website, ir.neogames.com/offer-page, and on Mangold Fondkommission AB’s website, www.mangold.com.

The information in this Supplement is considered to be accurate, although not complete, only as of the day of the Supplement. It is not implied that the information has been or will be accurate at any other time. Except as required by the Takeover Rules (defined below) or applicable law or regulation, NeoGames expressly disclaims any obligation or undertaking to publicly announce updates, revisions or amendments regarding the Supplement. The information in the Supplement is provided solely with respect to the Offer and is not permitted to be used for any other purpose.

Forward-looking statements

Statements in the Supplement relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and other effects of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as “anticipates”, “intends”, “expects”, “believes”, or similar expressions. By the nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. Actual results may differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of NeoGames.

Any forward-looking statements made herein speak only as of the date on which they are announced. Except as required by the Takeover Rules or applicable law or regulations, NeoGames expressly disclaims any obligation or undertaking to publicly announce updates or revisions to any forward-looking statements contained in the Supplement to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statements is based. The reader should, however, consult any additional disclosures that NeoGames or Aspire Global (defined below) have made or may make. For further information, please refer to the section “Offer Restrictions – Cautionary note regarding forward-looking statements”.

Offer restrictions

This Supplement is not an offer, whether directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or Switzerland or in any other jurisdiction where such offer pursuant to legislation and regulations in such relevant jurisdiction would be prohibited by applicable law. Shareholders not resident in Sweden who wish to accept the Offer must make inquiries concerning applicable legislation and possible tax consequences. Shareholders are referred to the offer restrictions explained in the section “Offer restrictions”.

The Offer and the information contained in this Supplement are not being made and have not been approved by an “authorized person” for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (the “FSMA”). Accordingly, the information contained in this Supplement are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of the information contained in this Supplement is exempt from the restrictions on financial promotions under section 21 of the FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire day to day control of the affairs of a body corporate; or to acquire 50 percent or more of the voting shares in a body corporate, within article 62 of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.

The Offer is made for the securities of a non-U.S. company. U.S. investors should note that the Offer is subject to disclosure requirements of a foreign country that are different from those of the United States. Financial statements included in the Supplement, if any, may have been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of U.S. companies. It may be difficult for U.S. investors to enforce their rights and any claim that U.S. investors may have arising under the federal securities laws, since NeoGames is located in a foreign country, and some or all of its officers and directors may be residents of a foreign country. U.S. investors may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the U.S. securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court’s judgment. U.S. investors should be aware that NeoGames may purchase securities otherwise than under the Offer, such as in open market or privately negotiated purchases. Shareholders in the United States should also refer to the section “Offer restrictions – United States”.

2 | Supplement to NeoGames S.A.’s offer document regarding the offer to the shareholders in Aspire Global plc

Table of contents

Important information	2

Supplement to the Offer Document	4

NeoGames’ interim report for the period 1 January 2022 – 31 March 2022	5

Aspire Global’s interim report for the period 1 January 2022 – 31 March 2022	12

Aspire Global’s articles of association	34

Aspire Global’s memorandum of association	62

Offer restrictions	65

Contact details	69

3 | Supplement to NeoGames S.A.’s offer document regarding the offer to the shareholders in Aspire Global plc

Supplement to the Offer Document

Introduction

On 17 January 2022, NeoGames S.A.1 (“NeoGames”) announced a recommended public offer to the shareholders of Aspire Global plc2 (“Aspire Global”) to tender all their shares in Aspire Global to NeoGames for a consideration consisting of a combination of cash and newly issued shares in NeoGames in the form of Swedish depository receipts (the “Offer”). This document (the “Supplement”) constitutes a supplement to the offer document prepared by NeoGames in relation to the Offer (the “Offer Document”). The Offer Document was published on 26 April 2022 on NeoGames’ website (ir.neogames.com/offer-page) and on Mangold Fondkommission AB’s website (www.mangold.com). The Offer Document has not been reviewed or approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) (the “SFSA”).

The Supplement has not been reviewed or approved by the SFSA. The Supplement was published on 18 May 2022 on the aforementioned websites. The Supplement shall at all times be read together with, and as an integrated part of, the Offer Document. The definitions used in the Offer Document also apply to the Supplement.

NeoGames has also prepared a prospectus relating to the shares in the form of Swedish depositary receipts offered as consideration in the Offer, which was approved by the SFSA on 26 April 2022 and published on the same day (the “Prospectus”). The Prospectus is available on the aforementioned websites.

The Supplement has been prepared in relation to:

• Aspire Global’s interim financial report for the period 1 January 2022 – 31 March 2022 published on 4 May 2022;

• NeoGames’ interim financial report for the period 1 January 2022 – 31 March 2022 published on 11 May 2022; and

• Resolution of Aspire Global’s extraordinary general meeting held on 11 May 2022 on the approval of amendment to Aspire Global’s articles of association to cater for squeeze-out rights of an offeror.

The interim reports as well as Aspire Global’s revised articles of association and memorandum of association have been included in their entirety in the Supplement.

Aspire Global’s shareholders who have accepted the Offer prior to the publication of this Supplement have, according to Takeover rules for certain trading platforms (the “Takeover Rules”), the right to withdraw their acceptances within five business days from the publication of the Supplement, i.e. no later than on 25 May 2022. In other respects, the right to withdraw given acceptances of the Offer applies as set out in the Offer Document. To be valid, such withdrawal must have been received in writing by Mangold (at the address Engelbrektsplan 2, 114 34 Stockholm, Sweden) no later than on 25 May 2022.

For complete terms and conditions and other information about the Offer, please refer to the Offer Document which, together with the Supplement, is held available on the aforementioned websites.

¹ A E9 anonyme (reg. no B186309), domiciled in Luxembourg.

² A Maltese public limited company (reg. no. C 80711), domiciled in Malta.

4 | Supplement to NeoGames S.A.’s offer document regarding the offer to the shareholders in Aspire Global plc

NeoGames’ interim report for the period

1 January 2022 – 31 March 2022

NeoGames Announces First Quarter 2022 Results

– First Quarter Revenues and Share of NPI Revenues Interest total a record $22.4 million, up 3.8% year-over-year –

– Updates Full Year 2022 Revenue and Share of NPI Revenues Guidance to between $91 and $96 million –

Luxembourg – May 11, 2022 – NeoGames S.A. (Nasdaq: NGMS) (“NeoGames” or the "Company"), a technology-driven provider of end-to-end iLottery solutions, announced today financial results for the first quarter ended March 31, 2022.

Moti Malul, Chief Executive Officer of NeoGames, said: “Our business continues to trend positively in 2022, as our existing accounts continue to perform well in terms of both sequential, as well as annual growth rates. We are delighted to see particularly strong growth from our Virginia and Alberta accounts, which have become leading contributors to our revenues. During the quarter we announced an offer to acquire Aspire Global in an effort to enhance our offering and expand our geographies. We have been keenly focused on completing this transaction and have recently launched our tender offer. We are confident with the progress and expect to close during the second quarter.”

First Quarter 2022 Financial Highlights

•

The total of Revenues and the Company’s share in NPI revenues was $22.4 million during the first quarter of 2022 compared to $21.6 million during the first quarter of 2021, representing an increase of 3.8% year-over-year. Revenues were $13.2 million during the first quarter of 2022, compared to $13.3 million during the first quarter of 2021, representing a decrease of 0.7% year-over-year. In addition, the Company’s share in NPI revenues was $9.2 million during the first quarter of 2022, compared to $8.2 million during the first quarter of 2021, representing an increase of 11.2% year-over-year.

•

Comprehensive loss was $(0.9) million, or $(0.03) per share, during the first quarter of 2022, compared to comprehensive income of $4.0 million, or $0.16 per share, during the first quarter of 2021. The change in comprehensive income was impacted by several items, including Aspire transaction-related , stock-based compensation expense (granted in Q4 2021), and additional G&A related to further build out of operations.

•

Adjusted EBITDA¹ was $8.5 million during the first quarter of 2022, compared to $9.7 million during the first quarter of 2021 representing a decrease of 12.0% year-over-year.

•

Network Net Gaming Revenue (“NGR”) was $199.7 million during the first quarter of 2022, compared to $195.8 million during the first quarter of 2021, representing an increase of 2% year-over-year.

Recent Business Highlights

•

On April 26, 2022, we published the prospectus, offer document and acceptance form related to the Aspire Global prospective acquisition. The acceptance period runs from April 27 through May 25 with an expected settlement date of June 14, 2022. The acquisition is expected to close during the second quarter of 2022.

•

Virginia continued its strong growth with quarter-over-quarter and year-over-year increases in revenue and near market-leading per capita volumes.

•

Michigan continued its growth trend, which started in the second half of the fourth quarter 2021.

•

Benefiting from the broader product mix rolled out in the region, Alberta expanded to become our second largest turn-key account in terms of revenues, demonstrating the benefits of our collaboration with Aspire Global, as Pariplay has increased its market share during the quarter.

¹ The section titled “Non-IFRS Financial Measures and Key Performance Indicators” below contains a description of the non-GAAP financial measures discussed in this press release and reconciliations between historical GAAP and non-GAAP information are contained in the tables below. Throughout this press release, we also provide a number of key performance indicators used by our management and often used by competitors in our industry. These and other key performance indicators are discussed in more detail in the section entitled “Non-IFRS Financial Measures and Key Performance Indicators” in this press release

5 | Supplement to NeoGames S.A.’s offer document regarding the offer to the shareholders in Aspire Global plc

Guidance

The Company is updating its fiscal year 2022 Revenue and Share of NPI Revenues Interest Guidance to between $91 million and $96 million, compared to the prior range of between $90 million and $97 million, representing an approximate 11% increase year-over-year at the midpoint. This range is based on revenues from existing accounts, does not assume revenues from the launch of new turn-key accounts, and reflects the range of possible outcomes of the conflict in Ukraine.

Conference Call & Webcast Details

NeoGames will host a live conference call and audio webcast on Thursday, May 12, 2022 at 8:30 a.m. Eastern Time, during which management will discuss the Company’s first quarter results and provide commentary on business performance. A question and answer session will follow the prepared remarks.

The conference call may be accessed by dialing (833) 301-1152 for U.S. domestic callers or (914) 987-7393 for international callers. Once connected with the operator, please provide the conference ID of 9525817.

A live audio webcast of the earnings conference call may be accessed on the Company’s website at ir.neogames.com. The replay of the audio webcast and accompanying presentation will be available on the Company’s investor relations website shortly after the call.

About NeoGames

NeoGames, incorporated in Luxembourg, is a technology-driven innovator and a global provider of iLottery solutions for national and state-regulated lotteries. NeoGames’ full-service solution combines proprietary technology platforms with the experience and expertise required for successful iLottery operations. NeoGames’ pioneering game studio encompasses an extensive portfolio of engaging online lottery games that deliver an entertaining player experience. As a trusted partner to lotteries worldwide, the Company works with its customers to maximize their success, offering a comprehensive solution that empowers them to deliver enjoyable and profitable iLottery programs to their players, generate more revenue, and direct proceeds to good causes.

6 | Supplement to NeoGames S.A.’s offer document regarding the offer to the shareholders in Aspire Global plc

Cautionary Statement Regarding Forward-looking Statements

Certain statements in this press release may constitute “forward-looking” statements and information, within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995 that relate to our current expectations and views of future events, including, among others, the Aspire Global acquisition and the expected synergies. Forward-looking statements give the Company’s current expectations and projections relating to its financial condition, competitive position, future financial results, plans, objectives, and business. In some cases, these forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control. In addition, these forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual outcomes may differ materially from the information contained in the forward-looking statements as a result of a number of factors, including, without limitation, the following: we have a concentrated customer base, and our failure to retain our existing contracts with our customers could have a significant adverse effect on our business; we do not have a formal joint venture agreement or any other operating or shareholders’ agreement with Pollard Banknote Limited (“Pollard”) with respect to NPI, our joint venture with Pollard, through which we conduct a substantial amount of our business; a reduction in discretionary consumer spending could have an adverse impact on our business; the growth of our business largely depends on our continued ability to procure new contracts; we incur significant costs related to the procurement of new contracts, which we may be unable to recover in a timely manner, or at all; intense competition exists in the iLottery industry, and we expect competition to continue to intensify; our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions; in addition to competition with other iLottery providers, we and our customers also compete with providers of other online offerings; the gaming and lottery industries are heavily regulated, and changes to the regulatory framework in the jurisdictions in which we operate could harm our existing operations; while we have not experienced a material impact to date, the ongoing COVID-19 pandemic, including variants, and similar health epidemics and contagious disease outbreaks could significantly disrupt our operations and adversely affect our business, results of operations, cash flows or financial condition; and other risk factors described in our Annual Report on Form 20-F for the year ended December 31, 2021, filed with the Securities and Exchange Commission on April 14, 2022, and other documents filed with or furnished to the SEC. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. We caution you therefore against relying on these forward-looking statements, and we qualify all of our forward-looking statements by these cautionary statements. These statements reflect management’s current expectations regarding future events and operating performance and speak only as of the date of this press release. You should not put undue reliance on any forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or will occur. Except as required by applicable law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

Non-IFRS Financial Measures and Key Performance Indicators

This press release may include EBIT, EBITDA, Adjusted EBITDA, NPI and NPI Revenues Interest, which are financial measures not presented in accordance with IFRS. We use these financial measures to supplement our results presented in accordance with IFRS. We include these non-IFRS financial measures because they are used by our management to evaluate our operating performance and trends and to make strategic decisions regarding the allocation of capital and new investments.

We also use certain key performance indicators (“KPIs”), including Network NGR and Gross Gaming Revenue (“GGR”), to monitor our operations and inform decisions to drive further growth. These KPIs offer a perspective on the historical performance of our platform in the aggregate across jurisdictions in which we operate. We believe these KPIs are useful indicators of the overall health of our business.

7 | Supplement to NeoGames S.A.’s offer document regarding the offer to the shareholders in Aspire Global plc

EBIT, EBITDA, and Adjusted EBITDA. We define “EBIT” as net income (loss), plus income taxes, and interest and finance-related expenses. We define “EBITDA” as EBIT, plus depreciation and amortization. We define Adjusted EBITDA as EBITDA, plus share-based compensation, initial public offering expenses, prospective acquisition related expenses and the Company’s share in NPI depreciation and amortization. We believe EBIT, EBITDA and Adjusted EBITDA are useful in evaluating our operating performance, as they are regularly used by security analysts, institutional investors and others in analyzing operating performance and prospects. Adjusted EBITDA is not intended to be a substitute for any IFRS financial measure and, as calculated, may not be comparable to other similarly titled measures of performance of other companies in other industries or within the same industry.

NPI. Refers to NeoPollard Interactive LLC that represents the Company’s 50/50 joint venture with Pollard Banknote Limited (“Pollard”). The joint venture was formed for the purpose of identifying, pursuing, winning and executing iLottery contracts in the North American lottery market. NPI is managed by an executive board of four members, consisting of two members appointed by NeoGames and two members appointed by Pollard. NPI has its own general manager and dedicated workforce and operates as a separate entity. However, it relies on NeoGames and Pollard for certain services, such as technology development, business operations and support services from NeoGames and corporate services, including legal, banking and certain human resources services, from Pollard.

Company share in NPI Revenues . NPI Revenues is not recorded as revenues in our consolidated statements of comprehensive income (loss), but rather is reflected in our consolidated financial statements in accordance with the equity method, as we share 50% of the profit (loss) of NPI subject to certain adjustments.

Network NGR. We define “NGR” as (i) in North America, gross sales less winnings paid to players and any promotion dollar incentives granted to players, and (ii) in Europe, gross sales less winnings paid to players, any gambling tax or duty paid on such sales and any promotion dollar incentives granted to players. We measure Network NGR as the total NGR generated by Instants and DBGs on our platform. As most of our revenue share contracts are based on NGR, tracking Network NGR provides us with insight as to the marginal contribution of GGR growth to our revenues and allows us to detect inefficiencies in our GGR growth strategy.

Gross Gaming Revenue (GGR). We define “GGR” as gross sales less winnings paid to players.

Contacts

Investor Contact:

ir@neogames.com

Media Relations:

pr@neogames.com

8 | Supplement to NeoGames S.A.’s offer document regarding the offer to the shareholders in Aspire Global plc

NeoGames S.A.

Consolidated Condensed Balance Sheets

(U.S. dollars in thousands)

	March 31,			December 31,
	2022			2021
	Unaudited			Audited
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	40,932		$	66,082
Designated cash		-			167
Restricted deposit		5			9
Prepaid expenses and other receivables		3,393			2,494
Due from Aspire Group		608			1,483
Due from the Michigan Joint Operation and NPI		3,641			3,560
Trade receivables		5,797			3,724
Total current assets	$	54,376		$	77,519
NON-CURRENT ASSETS
Restricted deposit		154			154
Restricted deposits - Joint Venture		3,848			3,848
Property and equipment		2,870			2,159
Intangible assets		23,877			22,354
Right-of-use assets		7,689			7,882
Deferred taxes		2,075			1,839
Total non-current assets		40,513			38,236
Total assets	$	94,889		$	115,755

LIABILITIES AND EQUITY
CURRENT LIABILITIES
Trade and other payables	$	8,652		$	7,902
Lease liabilities		678			769
Capital notes and accrued interest due to Aspire Group		-			21,086
Employees withholding payable		-			167
Employees' related payables and accruals		3,852			4,202
Total current liabilities	$	13,182		$	34,126
NON-CURRENT LIABILITIES

Loans and other due to Caesars, net	$	13,287		$	12,899
Company share of Joint Venture net liabilities		778			830
Lease liabilities		7,767			7,820
Accrued severance pay, net		380			286
Total non-current liabilities	$	22,212		$	21,835
EQUITY
Share capital		45			45
Reserve with respect to transaction under common control		(8,467	)		(8,467	)
Reserve with respect to funding transactions with related parties		20,072			20,072
Share premium		71,862			70,812
Share based payments reserve		5,567			6,023
Accumulated losses		(29,584	)		(28,691	)
Total equity		59,495			59,794
Total liabilities and equity	$	94,889		$	115,755

9 | Supplement to NeoGames S.A.’s offer document regarding the offer to the shareholders in Aspire Global plc

NeoGames S.A.

Consolidated Condensed Statements of Comprehensive Income

(Unaudited, U.S. dollars in thousands, except per share amounts)

	Quarter ended March 31,
	2022			2021

Revenues	$	13,250		$	13,349
Distribution expenses		2,465			2,646
Development expenses		2,542			2,238
Selling and marketing expenses		521			278
General and administrative expenses		3,704			2,661
Prospective acquisition related expenses		2,221			-
Depreciation and amortization		3,954			3,355
		15,407			11,178
Profit (loss) from operations		(2,157	)		2,171
Interest expenses with respect to funding from related parties		1,640			1,184
Finance expenses		499			224
The Company’ share in profits of Joint Venture		3,887			3,844
Profit (loss) before income taxes expenses		(409	)		4,607
Taxes expenses		(484	)		(657	)
Net and total comprehensive income (loss)	$	(893	)	$	3,950

Net income (loss) per common share outstanding, basic	$	(0.03	)	$	0.16
Net income (loss) per common share outstanding, diluted	$	(0.03	)	$	0.15

Weighted average number of ordinary shares outstanding:
Basic		25,593,101			24,983,855
Diluted		25,593,101			26,612,949

10 | Supplement to NeoGames S.A.’s offer document regarding the offer to the shareholders in Aspire Global plc

NeoGames S.A.

Reconciliation of Comprehensive Income (Loss) to Adjusted EBITDA

(Unaudited, U.S. dollars in thousands)

	Quarter ended March 31,
	2022			2021

Net and total comprehensive (loss) income	$	(893	)	$	3,950
Taxes expenses		484			657
Interest and finance-related expenses		2,139			1,408
EBIT		1,730			6,015
Depreciation and amortization		3,954			3,355
EBITDA		5,684			9,370
Prospective acquisition related expenses		2,221			-
Share based compensation		595			266
Company share of NPI depreciation and amortization		29			53
Adjusted EBITDA	$	8,529		$	9,689

NeoGames S.A.

Revenues generated by NeoGames as well as Company's share in NPI Revenues

(Unaudited, U.S. dollars in thousands)

	Quarter ended March 31,
	2022		2021

Royalties from turnkey contracts	$	6,960	$	8,445
Royalties from games contracts		536		476
Use of IP rights		3,320		1,863
Development and other services – Aspire		426		480
Development and other services – NPI		1,676		1,799
Development and other services – Michigan Joint Operation		332		286
Revenues	$	13,250	$	13,349
NeoGames’ NPI Revenues Interest	$	9,170	$	8,248

11 | Supplement to NeoGames S.A.’s offer document regarding the offer to the shareholders in Aspire Global plc

Aspire Global’s interim report for the period

1 January 2022 – 31 March 2022

12 | Supplement to NeoGames S.A.’s offer document regarding the offer to the shareholders in Aspire Global plc

INTERIM REPORT FIRST QUARTER 2022

RECORD HIGH REVENUES OF €46.3 MILLION IN Q1 2022

FIRST QUARTER*

• Revenues increased by 31.7% to €46.3 million (35.2).

• EBITDA increased by 18.7 % to €8.2 million (6.9).

• The EBITDA margin amounted to 17.8% (19.7%).

• EBIT increased by 13.6% to € 5.6 million (4.9).

• Earnings after tax increased by 4.7% to €4.8 million (4.5).

• Earnings per share amounted to €0.10 (0.10)

*B2C as discontinued operations in Q1 2021 and based on net royalties during Q1 2022.

SIGNIFICANT EVENTS IN THE QUARTER AND AFTER THE END OF THE QUARTER

• GLI-19 certification received for launch of Aspire Global’s broad offering in the US and Canada.

• The complete offering licensed in the Netherlands.

• Key platform and managed services deals with BoyleSports for the Netherlands, with ITSP for Germany and with esports operator WIN Group.

• Pariplay gained license in Ontario and provisional license in Michigan.

• Pariplay signed multi-state deal with US operator Golden Nugget and agreement to supply its content to Alberta Gaming.

• Aspire Global awarded sports betting license in Denmark.

UPDATE ON THE PUBLIC TENDER OFFER MADE BY NEOGAMES

• On 17 January 2022, a public tender offer was made by NeoGames to the shareholders of Aspire Global to tender all their shares in the Company to NeoGames. An offer document regarding the Offer was published on 26 April 2022. The acceptance period for the Offer commenced on 27 April 2022 and ends on 25 May 2022. The expected settlement date is around 14 June 2022.

KEY FIGURES

€ million, unless other stated	FIRST QUARTER		FULL YEAR
	2022	2021	2021
Revenues	46.3	35.2	158.3
EBITDA	8.2	6.9	30.4
EBITDA margin, %	17.8	19.7	19.2
EBIT	5.6	4.9	21.6
EBIT margin, %	12.0	13.9	13.7
Earnings per share, €	0.10	0.10	0.39
Earnings per share, diluted, €	0.10	0.10	0.39
Operating cash flow	7.2	5.3	23.3

ASPIRE GLOBAL INTERIM REPORT JANUARY − MARCH 2022 2

13 | Supplement to NeoGames S.A.’s offer document regarding the offer to the shareholders in Aspire Global plc

” Aspire Global has clearly
established itself as a leading
iGaming supplier in regulated
markets.”

Tsachi Maimon, CEO

We have a continued strong business momentum and the quarterly performance once again demonstrates the strengths of our offering and the capabilities of our highly motivated team. Aspire Global has set new records in the quarter with revenues of €46.3 million and EBITDA of €8.2 million. I´m especially proud to see the progress we have made in the quarter in North America as well as in regulated European markets by adding tier 1-operators to our client list and being awarded additional certifications. Aspire Global has clearly established itself as a leading iGaming supplier in regulated markets.

Today, after the divestment of the B2C segment in December 2021, Aspire Global is a clearly focused B2B company. It should be noted, that the numbers we provide in this report have been calculated on a discontinued basis and the divested B2C operation is reported as a B2B partner and also based on proforma basis for the comparison period according to the agreed commercial terms. We hope this transparency will help to increase the understanding of the development of our B2B operation.

STRONG COMBINATION WITH NEOGAMES

A key event in the quarter is of course the offer by NeoGames to Aspire Global’s shareholders. Aspire Global’s entire operations will form a new iGaming division within NeoGames. Together, our companies will generate significant long-term value by creating synergies and capitalizing on the key strengths of the entities by positioning them for expansion in both new and existing markets. We look forward to being a part of NeoGames and I’m very excited about our promising growth opportunities in this new strong business combination.

With a revenue growth of 31.7% in the quarter, driven by the strong business momentum, we have further strengthened our market position. In the quarter, Aspire Global has made significant progress in key targeted markets by signing partnership agreements with tier 1 operators and entering new regulated markets. This is a confirmation that our growth strategy is effective.

With a total of five deals signed for our Core platform (PAM) in the period, we have gained clear proof that new tier 1 operators are choosing Aspire Global’s full suite of products covering the PAM, games, sports and managed services. Our complete offering is now licensed in the Netherlands and already in the first quarter, we signed three deals with tier 1 operators for their Dutch rollout. The two other turnkey platform deals relate to the newly regulated German market and the overall .com-market.

READY FOR BROAD NORTH AMERICAN LAUNCH

Aspire Global has also made key progress in North America by obtaining the Gaming Labs International certification standard, GLI, for our offering. This enables us to launch our platform, sportsbook and managed services to the US and Canadian markets. We are now in a strong position to establish Aspire Global as a leading iGaming provider also in North America.

It is worth mentioning that Aspire Global is already established in North America through Pariplay, the leading content and aggregator provider, whose games are licensed in Michigan, New Jersey, West Virginia and Ontario. Pariplay has recently signed a number of deals in the US with operators or distributors such as Rush Street Interactive (RSI), Golden Nugget Online Gaming, Inc., PlayUp Group, Amelco, BetMGM and GAN. Pariplay is live with BetMGM as of March 2022 and excited by the opportunities the two parties have identified.

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Pariplay will also together with NeoPollard Interactive LLC offer a wealth of gaming content on Play Alberta, the only regulated gambling website in Canadian Alberta. In total, Pariplay signed 17 new customers in the quarter, among all with operators in our targeted markets in North America and Latin America, an impressive advancement. Pariplay reported revenue growth of 39.0% in the quarter.

BtoBet, our proprietary sportsbook provider, also made significant progress in the quarter by being awarded certification in Denmark along with the GLI-certification for the North American market. In the quarter, BtoBet reported revenue growth of 88.3% and five new brands were launched on BtoBet’s sportsbook platform.

SAFEGUARDING OUR EMPLOYEES IN UKRAINE

With 118 employees in Kiev in Ukraine, the war has come very close to us. Our Ukrainian employees have all been part of our team for a long time and we have fortunately been able to ensure their and their families' safety. In the quarter, we chose to terminate our contract with the National Russian Lottery’s operator Sports Lotteries LLC. The contract was announced in October 2020 and the termination have had immediate effect.

NEXT STEPS

Aspire Global was introduced on Nasdaq First North Growth Market in July 2017 and the offer by NeoGames proves the value the company has created over these four and half years. NeoGames’ bid of SEK 111 per share means that Aspire Global’s share has increased by 270% since the introduction on Nasdaq First North Growth Market. The offer by NeoGames, a technology-driven provider of end-to-end iLottery solutions, is a natural step for Aspire Global and a strategic fit.

Aspire Global is today clearly positioned as a leading iGaming supplier in regulated markets. As part of the NeoGame’s Group, Aspire Global will continue to take advantage of its key strengths. Beside the cutting-edge, technology advanced offering, and skilled teams, Aspire Global’s foremost asset is the long-term commitment to its partners. On top of our agenda is always the success of our partners and our ability to support in the fulfilment of their potential. Through our strong partnerships with leading operators and distributors, we will continue to build long-term value.

Tsachi Maimon

CEO

Numbers in the graphs comprises of the previous B2B segment on a pro-forma basis.

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FINANCIAL PERFORMANCE GROUP

FIRST QUARTER

REVENUES

Revenues increased by 31.7% to €46.3million (35.2) from Q1 2021.

All segments showed good growth from Q1 2021. Segment Aspire Core, the platform and managed services business, grew by 24.8% to €34.0 million and segment Aggregation and Games -Pariplay by 39% to €9.0 million. Segment Sports - BtoBet grew by 88.3% to €4.4 million.

The revenue growth is reflecting a continued good business momentum in both the casino and sports verticals in existing markets as well as the geographic expansion to new regulated markets, mainly in the Americas and Europe. Commencing December 2021, revenues from the divested B2C brands, are recorded as B2B partner revenues on a “net royalties” basis.

GEOGRAPHIC DEVELOPMENT

Income from the Nordics increased by 14.8% to €2.9 million (2.6) while UK and Ireland increased by 101.6% to €21.3 million (10.6), driven by good development in all segments. Rest of Europe decreased by 21.7% to €13.2 million (16.9), mainly impacted by new regulations in certain European countries. Revenues from rest of the world increased by 72.2% to €8.8 million (5.1), reflecting the Group's expansion in the Americas and Africa.

OPERATING EXPENSES

Distribution expenses in the quarter increased by 30.2% to €29.4 million (22.6), following the increase in revenues.

Administrative expenses increased by 63.1% to €7.6 million (4.7), mostly attributed to increase in headcount and in addition, part of the increase is attributed to legal and consultancy fees in connection with the proposed transaction by NeoGames.

Gaming duties and EU-VAT increased by 11.1% to €1.1 million (1.0) from Q1 2021, constituting 2.3% (2.8%) of total revenues .

EBITDA

EBITDA increased by 18.7% to €8.2 million (6.9) from Q1 2021 and the EBITDA margin amounted to 17.8% (19.7%). The EBITDA margin should be viewed in the light of Aspire Global’s strategy to operate in locally regulated, taxed markets.

EBIT

Amortization and depreciation increased by 30.8% to €2.7 million (2.0) in the quarter, mainly due to the increase related to the amortization of capitalized development costs related to proprietary technology assets of €1,370 thousand (1,000). EBIT also includes effects of €303 thousand (344) related to the lease expenses treatment in accordance with IFRS 16 and €497 thousand related to amortization of IP and customer relationship base acquired in the business combinations of Pariplay and BtoBet.

	FIRST QUARTER			FINANCIAL NET Interest income and foreign currency exchange differences with respect to funding to a related group decreased during the quarter to €1,589 thousand (1,308), driven by the change in the discounted cash flow of repayments in connection with the funding transactions with a related group net of exchange rate fluctuations of EUR against the USD. The capital notes and loan to the related group have been fully repaid by the end of Q1 2022.
€ thousand	2022	2021	Change
Nordics	3.0	2.6	+14.8%
UK and Ireland	21.3	10.6	+101.6%
Rest of Europe	13.2	16.9	-21.7%
Rest of world	8.8	5.1	+72.2%

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Net finance income and expenses decreased to €-440 thousand (-1,043) in the quarter. The change was primarily driven by currency exchange rate differences resulting from the repayment of a loan granted to an associated company.

NET INCOME AND EPS

Net income before company’s share in the results of associated companies increased by 31.6% to €6.1 million in the quarter. The company’s share in the results of associated companies amounted to €-1,368 thousand (-111) in the period.

Income taxes increased to €-570 thousand (-492).

Earnings per share for the period amounted to €0.10 (0.10).

CASH FLOW

Cash flow from operating activities amounted to €7.2 million (5.3) in the quarter mainly attributed to the good business momentum. Net cash generated from investing activity amounted to 13.8 million (-2.2) mainly attributed to the continued investment in our proprietary technology in addition to a to the repayment of the loan from a related group, offset by a loan to an associated company.

Cash flow used from financing activities amounted to -1.5 million (9.9) mainly related to a loan received from shareholders on Q1 2021, and partial repayment of the loan in Q1 2022.

SHARE-BASED INCENTIVE PROGRAMS

During Q1 2022, the Board approved certain employees' exercise of options to purchase 79,461 shares under the 2007 and 2017 share options schemes.

CONTINUED OPERATIONS
€ million, unless other stated	FIRST QUARTER		FULL YEAR
	2022	2021	2021
Revenues	46.3	35.1	158.3

EBITDA	8.2	6.9	30.4
Aspire Core	4.6	4.4	19.8
Aggregation and Games - Pariplay	2.3	1.8	8.3
Sports - BtoBet	1.4	0.7	2.4
EBITDA margin, %	17.8	19.7	19.2
Aspire Core, %	13.4	16.1	16.4
Aggregation and Games - Pariplay, %	25.4	28.3	27.5
Sports – BtoBet, %	30.8	30.2	20.6

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SEGMENT ASPIRE CORE

In the quarter, Aspire Core’s revenues increased by 24.8% to €34.0 million (27.2) from Q1 2021. EBITDA amounted to €4.6 million (4.4) with an EBITDA margin of 13.4% (16.1%).

The enhancements of the Aspire Core platform in the past quarters with among all the new CRM system AspireEngage continued to positively impact operational processes as well as the user experience. The platform and its related managed services constitute a strong, competitive offering.

In January, the platform (PAM) received certification in the Netherlands and a deal was signed with leading Irish and UK online operator BoyleSports for their upcoming launch in the Netherlands. The agreement covers Aspire Global’s platform solution including managed services. BoyleSports is also Ireland's largest independent retail bookmaker with over 320 retail branches throughout Ireland and the UK.

In February, an agreement was signed where Aspire Global provides its full turnkey platform solution including managed services to the leading esports wagering company WIN Group. The agreement includes the migration of WIN Group’s existing esports site to Aspire Global’s Core Platform (PAM). In February, another key deal was signed to provide ITSP Services in Germany the turnkey platform and betting solution.

In March, Aspire Global obtained the Gaming Labs International “Interactive-Gaming-Systems” certification standard, GLI-19. This certification enables Aspire Global to launch its platform and managed services in the US and Canadian markets.

In the quarter one new brand was launched on the Aspire Core platform. At the end of the period 98 brands and 41 partners operated on Aspire Global’s platform.

SEGMENT SPORTS – BTOBET

In the quarter, BtoBet’s revenues increased by 88.3% to €4.4 million (2.4) from Q1 2021. EBITDA amounted to €1.4 million (0.7) with an EBITDA margin of 30.8% (30.2%).

In January 2022, BtoBet’s sportsbook received certification in Denmark and went live with Esports Technologies’ Karamba in April 2022. In April 2022, BtoBet also obtained the Gaming Labs International “Events Wagering System” certification standard GLI-33.

Q1 to Q3 2020 numbers are based on unreviewed management accounts.

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SEGMENT AGGREGATION AND GAMES - PARIPLAY

In the quarter, Pariplay’s revenues increased by 39% to €9.0 million (6.5) from Q1 2021. EBITDA grew to €2.3 million (1.8) and the EBITDA margin amounted to 25.4% (28.3%).

Pariplay continued to demonstrate its strength with 17 new operator deals in Q1 2022. One of Pariplay’s objectives is to expand its footprint in regulated markets and the company made significant progress also in this the quarter in executing its growth strategy.

In January, Pariplay received a provisional license in Michigan which marked its third license in the US after New Jersey and West Virginia. Shortly after, Pariplay announced a deal with leading US operator Golden Nugget. Pariplay’s complete Fusion™ aggregation solution will go live across New Jersey, West Virginia and Michigan through Golden Nugget’s major brand, pending legislation and regulatory approvals. In January Pariplay also announced its collaboration with NeoPollard Interactive LLC, to offer a wealth of gaming content on Play Alberta. Play Alberta is the province’s only regulated online gambling website – which is operated and regulated by Alberta Gaming, Liquor and Cannabis (“AGLC”). In March, Pariplay took another major step in its North American expansion with the awarding of a license in the Canadian state of Ontario.

In the quarter Pariplay signed ten new content vendors and launched two new content vendors to its leading aggregation platform, FusionTM. At the end of the quarter Pariplay had in total 67 live vendors and offered over 12,000 games from third parties. In addition, Pariplay is promoting its Ignite program which is a flexible turnkey development framework for game developers to develop and deploy globally through Aspire Global’s comprehensive set of iGaming licenses, ensuring maximum coverage immediately on launch, leveraging its FusionTM global regulated network and proven technologies. At the end of the quarter Pariplay had eight game developers registered under this program.

In Q1 2022 Pariplay’s game studio, Wizard games, launched six new proprietary games. At the end of the period, Pariplay offered 143 proprietary games.

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OTHER INFORMATION

PUBLIC TENDER OFFER BY NEOGAMES S.A.

On 17 January 2022, a public tender offer was made by NeoGames to the shareholders of Aspire Global to tender all their shares in the Company to NeoGames for a consideration consisting of a combination of cash and newly issued shares in NeoGames in the form of Swedish depository receipts. The shares in NeoGames are admitted to trading in the United States on the Nasdaq Stock Exchange, Global Market tier. Aspire Global’s main shareholders, who in aggregate own shares corresponding to 66.96% of all shares and votes in Aspire Global, have entered into irrevocable undertakings that enable the other shareholders in Aspire Global to tender their shares to NeoGames and receive 100% cash consideration corresponding to SEK 111.00 per share tendered in Aspire Global representing a premium of 41.40 percent compared to the closing price on 17 January 2022 of SEK 78.50 for Aspire Global’s share. The offer values each share in Aspire Global to SEK 91.03, corresponding to a total value of the offer for all shares in the company to approximately SEK 4,322 million. The Bid Committee of Aspire Global unanimously recommends the shareholders of Aspire Global to accept the full cash consideration alternative of SEK 111.00 per Aspire Global share, which is part of NeoGames’ public tender offer.

The statement by Aspire Global’s Bid Committee can be found on this web page. NeoGames’ public tender offer can be found on this web page.

DIVESTMENT OF THE B2C SEGMENT

On 1 December 2021, Aspire Global divested its B2C segment to the US-based Group Esports Technologies, Inc. (Nasdaq: EBET). The divestment followed Aspire Global’s review of the B2C segment that was announced in March 2021. The consideration sums up to about €65 million. The transaction also includes a four-year platform and managed services agreement with an estimated gross value of €70 million. The consideration consisted of €50 million in cash, €10 million in a promissory note and €5 million in common stock in the listed entity of Esports Technologies. The platform and managed services agreement consists of royalties related to the use of Aspire Global’s platform and related services during the coming four years. The estimated value of the royalties is based on the present performance and might change in the coming years.

RELATED PARTIES

During Q1 2022 Aspire Global’s share in the results of related companies was €-1,368 thousand (-111). For more information on related party transactions see Note 7 “Investments and loans" in the current interim report and Note 21 "Related parties” in the Annual Report.

EMPLOYEES

As of 31 March 2022, the number of employees was 591 (496), of which 276 (175) women.

EXTRAORDINARY GENERAL MEETING

An Extraordinary General Meeting will be held remotely on 11 May 2022. The notice is available on https://www.aspireglobal.com/notice-of-extraordinary-general-meeting-of-aspire-global-plc/.

ANNUAL GENERAL MEETING 2022

The Annual General Meeting 2022 will be held on 30 June 2022. Time and place will be announced later.

SUSTAINABILITY

Sustainability is integrated in Aspire Global's business strategy through four focus areas that monitor progress and set out targets to build a sustainable business, ensuring the well-being of all stakeholders. The company publishes an annual standalone sustainability report, which is an essential part of being transparent on KPIs and the progress. Aspire Global’s four focus areas are: Environment, Safe User Experience, People, and Safe Digital Environment.

In Q1, Aspire Global launched its official sustainability webpages on www.aspireglobal.com, containing all info on the company’s sustainability strategy and execution in an interactive way. Aspire Global further strengthened its academic partnership with Bournemouth University, by participation in the Work Package 2 project, focused on reviewing and creating responsible gambling messages. Aspire Global stands for diversity & inclusivity all-year-round, and Q1 was a highlight in terms of expressing it in different initiatives around International Women’s month, with theme ‘Break the Bias’.

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RISKS AND UNCERTAINTIES

In March 2022, Aspire Global terminated its only Russian contract. The contract with the Russian National Lottery’s operators Sports Lotteries LLC was terminated due to different view of the business. The contract was announced in October 2020 and the termination had immediate effect. The termination will not have any impact on Aspire Global’s income and earnings in 2022. Aspire Global has 118 employees in Kiev in Ukraine. The operation has not been impacted by the war in Ukraine in Q1 2022.

For more information about risks and uncertainties, please see Aspire Global’s Annual report 2020, section “Risk assessment” as well as Note 23 “Financial instruments and risk management”.

ACCOUNTING POLICIES

The interim condensed consolidated financial information ("Interim Financial Information") of the Group has been prepared in accordance with International Accounting Standard 34 ‘Interim Financial Reporting’ as adopted by the EU ("IAS 34").

The Interim Financial Information has been prepared on the basis of the accounting policies adopted in the company’s audited consolidated financial statements for the years ended 31 December 2020 and 2019 ("Annual Financial Statements"), which are prepared in accordance with International Financial Reporting Standards as adopted by the EU. This Interim Financial Information should be read in conjunction with the Annual Financial Statements, see Note 2 “Accounting principles” in the Annual Report 2020.

The Interim Financial Information is unaudited, does not constitute statutory accounts and does not contain all the information and footnotes required by accounting principles generally accepted under International Financial Reporting Standards for annual financial statements.

SHAREHOLDER DATA

A list of the largest shareholders is available on the company’s website.

FINANCIAL CALENDAR

Annual report 31 May 2022

Six-month report 2022 18 August 2022

Nine-month period 2022 3 November 2022

Year-end report 2022 16 February 2023

WEBCASTED PRESENTATION OF Q4 RESULTS

CEO Tsachi Maimon and CFO Motti Gil are presenting the Q1 2022 results on 4 May, 09:00am CEST, at https://tv.streamfabriken.com/aspire-global-q1-2022. There is an opportunity to ask questions during the presentation via the chat or by calling in using the dial-in numbers:

Sweden: +46 8 566 427 04

UK: +44 3333 009 266

USA: +16467224957

The presentation material will also be available on Aspire Global’s website https://www.aspireglobal.com/investors/.

FOR MORE INFORMATION, PLEASE CONTACT

Tsachi Maimon, CEO, tel +346-36452458, email investors@aspireglobal.com

Motti Gil, CFO, tel +356-99240646, email investors@aspireglobal.com

This is information that Aspire Global is obliged to make public pursuant to the EU Market Abuse Regulation (MAR). The information was submitted for publication by the contact person above at 8.00am CEST on 4 May 2022.

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INTERIM REPORT ASSURANCE

The Board of directors and the CEO assures that the interim report for the first quarter gives a fair overview of the company’s operations, position and result of operations, and describes the significant risks and uncertainties facing the company and the companies included in the Group.

Stockholm 4 May 2022

Carl Klingberg

Chairman

	Aharon Aran Board member		Fredrik Burvall Board member
	Tsachi Maimon CEO		Barak Matalon Board member

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	FIRST QUARTER			FULL YEAR
€’000, Q1 interim 2022 and 2021 unaudited, 2021 full year unaudited	2022	2021**	2021***	2021**	2021***
Revenues (including EU VAT)	46,320	35,161	37,046	158,319	166,533
EU VAT	-12	-416	-416	-870	-870
Net revenues	46,308	34,745	36,630	157,449	165,663

Distribution expenses	-29,433	-22,613	-24,498	-102,519	-110,733
Gaming duties	-1,064	-552	-552	-4,552	-4,552
Administrative expenses	-7,586	-4,650	-4,650	-19,992	-19,992
	-38,083	-27,815	-29,700	-127,063	-135,277

EBITDA	8,225	6,930	6,930	30,386	30,386

Amortization and depreciation	-2,667	-2,039	-2,039	-8,746	-8,746
Operating income	5,558	4,891	4,891	21,640	21,640

Interest income and foreign currency exchange differences with respect to funding to related group	1,589	1,308	1,308	4,331	4,331
Finance income	47	79	79	335	335
Finance expenses	-487	-1,122	-1,122	-4,460	-4,460
Income before income taxes	6,707	5,156	5,156	21,846	21,846

Income taxes	-570	-492	-492	-2,016	-2,016
Net income before Company share in the results of associated companies	6,137	4,664	4,664	19,830	19,830

Company share in the losses of associated companies	-1,368	-111	-111	-1,573	-1,573
Net income from continuing operations	4,769	4,553	4,553	18,257	18,257

Capital gain and discontinued operations	-	1,437	-	59,186	-
Net income	4,769	5,990	4,553	77,443	18,257
Net income attributable to:

Equity holders of the Company	4,769	5,990	4,553	77,443	18,257
Non-controlling interests	*	*	*	*	*
Other comprehensive loss Items that will not be reclassified subsequently to profit or loss: Loss on investment in EBET designated as at FVTOCI	-2,706	-	-	-1,159	-1,159
Total comprehensive income	2,063	-	-	76,284	17,098
Comprehensive income attributable to:
Equity holders of the Company	2,063	-	-	76,284	17,098
Non-controlling interests	*	*	*	*	*

Net income per share from continuing operations, €:
Basic	0.10	0.10	0.10	0.39	0.39
Diluted	0.10	0.10	0.10	0.39	0.39
Earnings per share from continuing and discontinuing operations, €:
Basic	0.10	0.13	0.10	1.67	0.39
Diluted	0.10	0.13	0.10	1.65	0.39
Less than €500. * B2C as discontinued operations *** Proforma – Karamba royalties included in revenues

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CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

€’000, Q1 interim 2022 and 2021 unaudited, 2021 full year unaudited	31 MAR 2022	31 MAR 2021	31 DEC 2021
ASSETS
NON-CURRENT ASSETS
Goodwill	34,475	29,480	34,475
Intangible assets	43,183	38,969	42,215
Right-of-use assets	1,040	2,117	1,269
Property and equipment	1,543	1,293	1,508
Capital notes and accrued interests*	5,384	-	5,144
Investments and loans – associated companies (Note 7)	4,133	3,226	3,002
Capital notes and accrued interests due from a related group	-	-	-
Deferred income taxes	51	47	41
	89,809	75,132	87,654

CURRENT ASSETS
Trade receivables	21,272	13,581	18,048
Other receivables	6,129	5,793	7,452
Income taxes receivables	10,246	11,550	9,518
Investment in EBET	1,135	-	3,841
Capital notes and accrued interests due from a related group	-	15,787	18,669
Restricted cash	119	320	108
Cash and cash equivalents	83,159	41,774	63,651
	122,060	88,805	121,287
Total assets	211,869	163,937	208,941

EQUITY AND LIABILITIES

EQUITY ATTRIBUTABLE TO THE EQUITY HOLDERS OF THE COMPANY
Share capital and premium	7,418	6,809	7,222
Share based payment reserve	1,700	1,389