Sports Entertainment Gaming Global Corp美股招股说明书(2026-02-09版)

Sports Entertainment Gaming Global Corporation Up to $5,572,584 On February 9, 2026, we entered into a certain [at the market] Equity Distribution Agreement (“ATM Agreement”) withDawson James Securities, Inc. as sales agent (“Dawson”) relating to the sale of shares of our common stock, par value $0.001 pershare, offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of the ATM Agreement,under this prospectus supplement and the accompanying prospectus, we may offer and sell shares of our common stock having anaggregate offering price of up to $5,572,584 million from time to time through or to Dawson, acting as our sales agent or principal. Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made in salesdeemed to be “at the market offerings” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the“Securities Act”). If authorized by us in writing, Dawson may also sell shares of our common stock in negotiated transactions atmarket prices prevailing at the time of sale or at prices related to such prevailing market prices. If we and Dawson agree on anymethod of distribution other than sales of shares of our common stock on or through the Nasdaq Capital Market or another existingtrading market in the United States at market prices, we will file a further prospectus supplement providing all information about suchoffering as required by Rule 424(b) under the Securities Act. Dawson is not required to sell any specific number or dollar amount ofsecurities but will act as a sales agent using commercially reasonable efforts consistent with its normal trading and sales practices, onmutually agreed terms between us and Dawson. There is no arrangement for funds to be received in any escrow, trust or similararrangement. Compensation to Dawson for sales of common stock sold pursuant to the ATM Agreement will be equal to up to 3.0% of thegross proceeds of any shares of common stock sold under the ATM Agreement, in addition to the reimbursement of certain expenses.In connection with the sale of our common stock on our behalf, Dawson will be deemed to be an “underwriter” within the meaning ofthe Securities Act and the compensation paid to Dawson will be deemed to be underwriting commissions or discounts. We have alsoagreed to provide indemnification and contribution to Dawson with respect to certain liabilities, including liabilities under theSecurities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”). See “Plan of Distribution” on page S-9. Our common stock is listed on The Nasdaq Capital Market (“Nasdaq”), under the symbol “SEGG.” On February 6, 2026, thelast reported sale price of our common stock on Nasdaq was $1.21 per share. As of February 9, 2026, the aggregate market value of the voting and non-voting common equity held by non-affiliates, ourpublic float, was approximately $[23.6] million, based on [12,643,447] shares of outstanding common stock as of February 9, 2026, ofwhich [10,673,191] shares were held by non-affiliates, and at a price of $2.21 per share, the closing sale price of our common stock onJanuary 21, 2026, which is the highest closing sale price of our common stock on Nasdaq within the prior 60 days of this prospectussupplement. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities in a public primary offering with avalue exceeding more than one-third of our public float in any 12-month period so long as our public float remains below $75.0million. During the 12 calendar months prior to and including the date of this prospectus supplement, we have sold approximately $2.3million of securities pursuant to General Instruction I.B.6 of Form S-3. Investing in our securities involves a high degree of risk. See“Risk Factors”beginning on page S-5 of this prospectussupplement and the risk factors incorporated by reference into this prospectus supplement and the accompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Anyrepresentation to the contrary is a criminal offense. Dawson James Securities, Inc. The date of this prospectus supplement is February 9, 2026 TABLE OF CONTENTS PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTS-iiCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSS-iiiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-4RISK FACTORSS-5USE OF PROCEEDSS-7DILUTIONS-7DIVIDEND POLICYS-7DESCRIPTION OF THE SECURITIES WE ARE OFFERINGS-8PLAN OF DISTRIBUTIONS-9LEGAL MATTERSS-10EXPERTSS-10WHERE YOU CAN FIND MORE INFORMATIONS-10INCORPORATION OF DOCUMENTS BY REFERENCES-11CERTAIN DEFINED TERMS1CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS2SUMMARY OF THE PROSECTUS3RISK FACTORS4OFFERING5USE OF PROCEE