Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material
March 11 2024 - 4:36PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☒ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
Mobile Global Esports, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if
other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per
Exchange Act Rules 14a6(i)(1) and 0-11. |
Mobile Global Esports,
Inc.
Amendment and Supplement
to the Proxy Statement
For the Annual Meeting
of Stockholders
To be Held on March
25, 2024 (postponed from March 11, 2024)
EXPLANATORY NOTE
On February 13, 2024,
Mobile Global Esports, Inc. (the “Company”) filed its definitive proxy statement (the “Proxy Statement”) for its
annual meeting of stockholders to be held on March 11, 2024 (the “Annual Meeting”), which was postponed on March 11, 2024
to Monday, March 25, 2024, at 9:00 a.m. EDT.
On March 8, 2024, the
board of directors of the Company approved changes to the Company’s amended and restated bylaws, pursuant to which a quorum for
a stockholder’s meeting will constitute one-third of the shares entitled to vote at a meeting of stockholders.
The Company is voluntarily
amending and supplementing the Proxy Statement with the information provided in this amendment and supplement to the Proxy Statement (the
“Amendment and Supplement”) to clarify the quorum requirements for the Annual Meeting.
Any proxies submitted
by stockholders before the date of this Amendment and Supplement will be voted as instructed on those proxies, unless a stockholder changes
his or her vote by submitting a later dated proxy. Stockholders should follow the instructions described in the Proxy Statement regarding
how to submit proxies or vote at the Annual Meeting.
THIS AMENDMENT AND SUPPLEMENT
SHOULD BE READ IN CONJUNCTION WITH THE PROXY STATEMENT.
This supplemental
information should be read in conjunction with the Proxy Statement, which should be read in its entirety. Section references in the below
disclosures are to sections in the Proxy Statement, and defined terms used but not defined herein have the meanings set forth in the Proxy
Statement. To the extent the following information differs from or conflicts with the information contained in the Proxy Statement, the
information set forth below shall be deemed to supersede the respective information in the Proxy Statement.
Amendments and Supplemental
Disclosure
Proxy Statement
The text under
the heading “Questions and Answers about this Proxy Material and Voting—What Constitutes a Quorum?” is amended and restated
as follows (new text in bold and underline):
To carry on business
at the Annual Meeting, we must have a quorum. A quorum is present when one-third of the shares entitled to vote as of the Record Date
are represented in person or by proxy. Thus, 7,063,865 shares must be represented in person or by proxy to have a quorum at the Annual
Meeting. Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker,
bank or other nominee) or if you vote in person at the Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum
requirement. If there is not a quorum at the Annual Meeting, either the chairperson of the Annual Meeting or our stockholders entitled
to vote at the Annual Meeting may adjourn the Annual Meeting.
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