Game Your Game Inc美股招股说明书(2026-07-29版)

GAME YOUR GAME, INC. This prospectus relates to the registration of the resale of up to 16,072,730 shares of common stock, parvalue $0.001 per share (the “common stock”), of Game Your Game, Inc., a Nevada corporation, by ourstockholders identified in this prospectus, or their permitted transferees (the “Registered Shareholders”), inconnection with our proposed direct listing (the “direct listing”) on the Nasdaq Capital Market (“Nasdaq”). Theshares being registered herein may be freely sold in market transactions following the direct listing and upon theeffectiveness of this registration statement. The shares mentioned above in this paragraph include (i) 14,388,000shares of common stock, representing one hundred percent (100%) of our issued and outstanding commonstock, (ii) 184,730 shares of common stock underlying a convertible promissory note and (iii) 1,500,000 sharesof common stock underlying outstanding warrants. See “Principal and Registered Shareholders” for moreinformation regarding the shares of common stock being registered pursuant to the registration statement ofwhich this prospectus forms a part. Unlike an initial public offering, the resale of common stock by the Registered Shareholders is not beingunderwritten by any investment bank. The Registered Shareholders may, or may not, elect to sell their commonstock covered by this prospectus, as and to the extent they may determine. The Registered Shareholders mayoffer, sell or distribute all or a portion of such shares publicly or through private transactions at prevailingmarket prices or at negotiated prices. We are required to pay certain costs, expenses and fees in connection withthe registration of these securities, including with regard to compliance with state securities or “blue sky” laws.The Registered Shareholders will bear all commissions and discounts, if any, attributable to their sale ofcommon stock (see the “Plan of Distribution” section). If the Registered Shareholders choose to sell ordistribute, as applicable, their common stock, we will not receive any proceeds from the sale or distribution, asapplicable, of common stock by the Registered Shareholders. No public market exists for our common stock, and our shares of common stock have a limited history ofsales in private transactions by our stockholders. The purchase prices of our common stock in any privatetransactions may have little or no relation to the opening public price of shares of our common stock on Nasdaqor the subsequent trading price of shares of our common stock on Nasdaq. See “Sale Price History of OurCapital Stock” for more information. Further, the listing of our common stock on Nasdaq, without a firm-commitment underwritten offering, is a novel method for commencing public trading in shares of our commonstock, and consequently, the trading volume and price of shares of our common stock may be more volatile thanif shares of our common stock were initially listed in connection with an initial public offering underwritten ona firm-commitment basis. On theday that our shares of common stock are initially listed on Nasdaq, Nasdaq will begin accepting,but not executing, pre-opening buy and sell orders and will begin to continuously generate the indicativeCurrent Reference Price (as defined below) on the basis of such accepted orders. The Current Reference Price iscalculated each second and, during a 10-minute “Display Only” period, is disseminated, along with otherindicative imbalance information, to market participants by Nasdaq on its NOII and BookViewer tools.Following the “Display Only” period, a “Pre-Launch” period begins, during which Maxim Group LLC (the“Advisor”), in its capacity as our financial advisor to perform the functions under Nasdaq Rule4120(c)(8), mustnotify Nasdaq that our shares of common stock are “ready to trade.” Once the Advisor has notified Nasdaq thatour shares of common stock are ready to trade, Nasdaq will calculate the Current Reference Price for our sharesof common stock in accordance with Nasdaq rules. If the Advisor then approves proceeding at the CurrentReference Price, Nasdaq will conduct a price validation test in accordance with Nasdaq Rule4120(c)(8). As partof conducting such price validation test, Nasdaq may consult with the Advisor, if the price bands need to bemodified, to select the new price bands for purposes of applying such test iteratively until the validation testsyield a price within such bands. Upon completion of such price validation checks, the applicable orders thathave been entered will be executed at such price and regular trading of our shares of common stock on Nasdaqwill commence. Under Nasdaq rules, the “Current Reference Price” means: (i)the single price at which themaximum number of orders to buy or sell can be matched; (ii)if there is more than one price at which themaximum Table of Contents number of orders to buy or sell can be matched, then it is the price that minimizes the imbalance between ordersto