Midnight Gaming Seeks $25M IPO for Arena, Esports, Ad Platform Buys

TL;DR

**Midnight Gaming is a high-risk bet on an unproven 'buy-and-build' strategy with significant losses and uncompleted acquisitions; steer clear until they show actual revenue and profitability.**

AI Summary

Midnight Gaming Corporation (MGC), a Delaware company formed in 2016, is pursuing a 'buy-and-build' strategy focused on acquiring income-producing businesses across diverse sectors including energy, automotive, finance, real estate, and a core vertical in entertainment, events, and media. The company plans to raise up to $25,000,000 through an 'at the market offering' of 5,000,000 shares of common stock at a proposed price of $5.00 per share. MGC intends to use these proceeds for the acquisition and development of the Oshkosh Arena in Wisconsin, investments in its proprietary GTV connected-TV and social media advertising platform, and the acquisition of TGS Esports Inc. MGC has a limited operating history, reporting only $10,705 in revenue for the year ended December 31, 2024, and has incurred significant net losses, including a net loss of $406,593 in 2024 and cumulative net losses exceeding $3,000,000 since inception. The company anticipates continued losses in the near term and faces high risks related to its ability to complete proposed acquisitions, compete in highly competitive markets, and secure additional capital, as evidenced by a deficiency of $406,593 in earnings needed to cover fixed charges in 2024.

Why It Matters

This S-1 filing reveals Midnight Gaming's ambitious strategy to enter diverse, competitive markets, from live events with Oshkosh Arena to digital advertising with GTV and esports with TGS Esports Inc. For investors, the high degree of risk, including a limited operating history, significant net losses exceeding $3 million, and reliance on uncompleted acquisitions, suggests a speculative investment. Employees and customers of potential acquisition targets like Oshkosh Arena and TGS Esports Inc. could see significant operational changes and new strategic directions under MGC's ownership. The broader market will watch if MGC can successfully integrate these disparate ventures and compete against established players like Roku and Hulu in advertising, or major venue operators in live events.

Risk Assessment

Risk Level: high — The company explicitly states, 'An investment in our common stock involves a high degree of risk' on page 12. This is supported by a 'limited operating history' since October 11, 2016, 'significant net losses' exceeding $3 million cumulatively and $406,593 in 2024, and a 'deficiency' of $406,593 in earnings needed to cover fixed charges in 2024, indicating severe financial instability.

Analyst Insight

Investors should exercise extreme caution and consider this a highly speculative investment. Given the limited operating history, significant losses, and dependence on uncompleted acquisitions, it would be prudent to wait for evidence of successful acquisition integration, substantial revenue generation, and a clear path to profitability before considering an investment.

Financial Highlights

debt To Equity

N/A

revenue

$10,705

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

-$406,593

eps

N/A

gross Margin

N/A

cash Position

N/A

revenue Growth

N/A

Revenue Breakdown

Key Numbers

• $25,000,000 — Aggregate gross proceeds from offering (Expected capital raise from the sale of 5,000,000 shares at $5.00 per share)
• 5,000,000 — Shares of common stock offered (Number of shares Midnight Gaming Corporation proposes to sell)
• $5.00 — Estimated initial public offering price per share (Proposed price for each share of common stock)
• $10,705 — Total revenue for year ended December 31, 2024 (Indicates minimal operational revenue for Midnight Gaming Corporation)
• $406,593 — Net loss for year ended December 31, 2024 (Represents significant financial losses incurred by Midnight Gaming Corporation)
• $3,000,000 — Cumulative net losses since inception (Highlights the company's history of unprofitability)
• 22,843,667 — Outstanding Common Stock after offering (Total shares outstanding if overallotment option is not exercised)
• 4,200 — Seating capacity of Oshkosh Arena (Maximum spectator capacity for large-scale events at the target acquisition)
• $30,000,000,000 — U.S. Connected TV and social media advertising market (Estimated market size GTV aims to penetrate, growing at 15-20% annually)
• $406,593 — Deficiency in earnings for 1:1 fixed charge ratio in 2024 (Amount of additional earnings needed to cover fixed charges, indicating financial strain)

Key Players & Entities

• Midnight Gaming Corporation (company) — Registrant and issuer of common stock
• Oshkosh Arena (company) — Target acquisition, 4,200-seat multipurpose venue
• GTV (company) — Proprietary connected-TV and social media advertising platform
• TGS Esports Inc. (company) — Target acquisition, esports marketing solutions provider
• Securities and Exchange Commission (regulator) — Regulatory body for S-1 filing
• Nasdaq Capital Market (regulator) — Proposed exchange for common stock listing
• Roku (company) — Competitor in connected TV advertising
• Hulu (company) — Competitor in connected TV advertising
• Google Ads (company) — Competitor in digital advertising
• Wisconsin Herd (company) — NBA G League team, tenant of Oshkosh Arena

FAQ

Risk Factors

• Inability to Cover Fixed Charges [high — financial]: The company had a deficiency of $406,593 in earnings needed to cover fixed charges for the year ended December 31, 2024. This indicates a significant risk that the company may not be able to meet its ongoing financial obligations.
• Execution Risk of 'Buy-and-Build' Strategy [high — operational]: Midnight Gaming Corp's strategy relies heavily on successful acquisitions and development of businesses, including the Oshkosh Arena and TGS Esports Inc. Failure to complete these acquisitions or effectively integrate and develop them poses a substantial risk to the company's business model and future profitability.
• Intense Competition in Target Markets [medium — market]: The company plans to operate in highly competitive markets, including entertainment, events, media, energy, automotive, and finance. Competition from established players could hinder revenue generation and market penetration for MGC's acquired businesses and GTV platform.
• Dependence on Future Capital Raises [high — financial]: With cumulative net losses exceeding $3,000,000 and a history of unprofitability, MGC anticipates continued losses and relies on the current offering and potentially future capital raises to fund its operations and acquisitions. Failure to secure additional capital could jeopardize its strategic initiatives.
• Regulatory Risks in Diverse Sectors [medium — regulatory]: Operating across multiple sectors such as energy, finance, and media exposes MGC to a complex and evolving regulatory landscape. Changes in regulations or non-compliance could lead to significant penalties and operational disruptions.
• Limited Operating History and Track Record [high — operational]: Midnight Gaming Corp was formed in 2016 and has a very limited operating history, with only $10,705 in revenue for 2024. This lack of a proven track record makes it difficult to assess the company's ability to execute its strategy and achieve profitability.

Industry Context

Midnight Gaming Corp is positioning itself within the rapidly growing live entertainment and digital advertising sectors. The company aims to capitalize on the convergence of live events, such as those at the Oshkosh Arena, with targeted advertising delivered through its GTV connected-TV and social media platform. The U.S. connected TV and social media advertising market is substantial, estimated at $30 billion and growing at 15-20% annually, indicating significant market opportunity but also intense competition.

Regulatory Implications

Operating across diverse sectors like energy, finance, and entertainment exposes Midnight Gaming Corp to a complex web of regulations. Compliance with varying state and federal laws, particularly in financial services and energy, will be critical. Any missteps in regulatory adherence could lead to significant fines, operational disruptions, and reputational damage.

What Investors Should Do

1. Scrutinize the acquisition pipeline and integration plans.
2. Evaluate the GTV platform's competitive advantage and revenue model.
3. Assess the company's ability to achieve profitability and manage cash burn.
4. Monitor the competitive landscape in entertainment, events, and digital advertising.

Key Dates

• 2016-10-11: Midnight Gaming Corporation formed — Marks the inception of the company and the start of its operational history.
• 2024-12-31: Year-end financial reporting — Reveals minimal revenue of $10,705 and a net loss of $406,593, highlighting the company's early-stage financial status.
• 2025-09-09: Shares outstanding as of — Provides a baseline for calculating post-offering share counts, indicating 17,843,667 shares outstanding before the offering.

Glossary

At the market offering

A type of public offering where a company sells its shares directly into the open market over a period of time, typically at prevailing market prices. (This is the method MGC is using to raise capital, allowing for flexible fundraising based on market conditions.)

Buy-and-build strategy

A corporate strategy where a company acquires a platform business and then makes subsequent bolt-on acquisitions to grow and consolidate a specific market or industry. (This is MGC's core strategy for growth, aiming to acquire and develop income-producing businesses across diverse sectors.)

Connected TV (CTV)

Televisions that can connect to the internet and stream content from various sources, often used for advertising purposes. (MGC's GTV platform leverages CTV for advertising, targeting a growing digital media space.)

Ratio of Earnings to Fixed Charges

A financial ratio that measures a company's ability to cover its fixed charges (like interest and preferred dividends) with its earnings. (A deficiency in this ratio ($406,593 in 2024) indicates MGC's current inability to meet its fixed obligations, highlighting financial strain.)

Proprietary Platform

A technology or system that is owned and controlled by a specific company, giving it a unique advantage or capability. (MGC's GTV platform is proprietary, suggesting it's a key differentiator and revenue driver for the company.)

Year-Over-Year Comparison

This S-1 filing represents a significant step for Midnight Gaming Corp, detailing its 'buy-and-build' strategy and plans to raise $25 million. Compared to prior periods (implied by the limited revenue and significant cumulative losses), the company is seeking substantial capital to fund ambitious acquisitions like the Oshkosh Arena and TGS Esports, and to invest in its GTV platform. New risks highlighted include the execution of this aggressive acquisition strategy and the potential for continued financial strain, as evidenced by the deficiency in earnings to cover fixed charges.

Key Financial Figures

• $0.00001 — 0 shares of our common stock, par value $0.00001 per share (the "Common Stock"), at a pr
• $5.00 — tock"), at a proposed offering price of $5.00 per share, for aggregate gross proceeds
• $25,000,000, b — , for aggregate gross proceeds of up to $25,000,000, before deducting underwriting discounts a
• $25,000,000 — able] Proceeds to us (before expenses): $25,000,000 per share Total: Price to public $5.0
• $406,593 — earnings needed for 1:1 ratio): 2024: $406,593 2023: $301,144 2022: $925,160 Nin
• $301,144 — or 1:1 ratio): 2024: $406,593 2023: $301,144 2022: $925,160 Nine months 2024: $2
• $925,160 — 2024: $406,593 2023: $301,144 2022: $925,160 Nine months 2024: $274,076 Nine mon
• $274,076 — 44 2022: $925,160 Nine months 2024: $274,076 Nine months 2023: $214,756 7 Tabl
• $214,756 — nths 2024: $274,076 Nine months 2023: $214,756 7 Table of Contents 1) Business O
• $5 m — ated annual revenues historically under $5 million, we anticipate scaling operations
• $10 million — anticipate scaling operations to exceed $10 million annually. We plan to achieve this by le
• $30 billion — nd social media advertising represent a $30 billion+ U.S. market. This market is growing at
• $5 — retail sectors, projected to contribute $5-10 million in annual ad spend as we sca
• $10,705 — s of December 31, 2024, revenue totaled $10,705 (primarily events income) and cumulativ
• $3 m — ome) and cumulative net losses exceeded $3 million, including a $406,593 net loss fo

Filing Documents

• mgc_s1.htm (S-1) — 1533KB
• mgc_ex1.htm (EX-1) — 1KB
• mgc_ex2.htm (EX-2) — 43KB
• mgc_ex31.htm (EX-3.1) — 9KB
• mgc_ex32.htm (EX-3.2) — 43KB
• mgc_ex41.htm (EX-4.1) — 1KB
• mgc_ex42.htm (EX-4.2) — 7KB
• mgc_ex51.htm (EX-5.1) — 2KB
• mgc_ex9.htm (EX-9) — 2KB
• mgc_ex10.htm (EX-10) — 2KB
• mgc_ex13.htm (EX-13) — 2KB
• mgc_ex21.htm (EX-21) — 2KB
• mgc_ex22.htm (EX-22) — 2KB
• mgc_ex23.htm (EX-23) — 2KB
• mgc_ex24.htm (EX-24) — 1KB
• mgc_ex25.htm (EX-25) — 1KB
• mgc_ex107.htm (EX-FILING FEES) — 54KB
• mgc_ex41img1.jpg (GRAPHIC) — 74KB
• 0001477932-25-008565.txt ( ) — 1809KB

—INFORMATION REQUIRED IN PROSPECTUS

PART I—INFORMATION REQUIRED IN PROSPECTUS The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted. This prospectus relates to the proposed offering by Midnight Gaming Corporation of up to 5,000,000 shares of our common stock, par value $0.00001 per share (the "Common Stock"), at a proposed offering price of $5.00 per share, for aggregate gross proceeds of up to $25,000,000, before deducting underwriting discounts and commissions and estimated offering expenses payable by us. We intend to offer the shares from time to time through an "at the market offering" program, although we may also sell shares in negotiated transactions or through other means permitted by law. We will determine the actual number of shares offered and the offering price per share based on market conditions at the time of sale. We will not receive any proceeds from the sale of shares by selling stockholders. Investing in our Common Stock involves a high degree of risk. See "Risk Factors" beginning on page 12 for a discussion of certain factors you should carefully consider before deciding to invest in our Common Stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. This prospectus includes information about the offering described herein as well as detailed information about our business and our financial statements. Before investing in our common stock, you should carefully read the entire prospectus, including the risks

—INFORMATION REQUIRED IN PROSPECTUS

PART I—INFORMATION REQUIRED IN PROSPECTUS 2

- Summary Information, Risk Factors and Ratio of Earnings to Fixed Charges

Item 3 - Summary Information, Risk Factors and Ratio of Earnings to Fixed Charges 5 1) Business Overview 8 2)

Risk Factors

Risk Factors 10 3) Ratio of Earnings to Fixed Charges 13

- Use Of Proceeds

Item 4 - Use Of Proceeds 14

- The Offering

Item 5 - The Offering 14

– Dilution

Item 6 – Dilution 15

– Selling Security Holders

Item 7 – Selling Security Holders 15

– Plan of Distribution

Item 8 – Plan of Distribution 15 (a) No Underwriting Obligations 15 (b) Decision to take on an Underwriter(s) 16

- Description of Securities to be Registered

Item 9 - Description of Securities to be Registered 16 (a) Description Of Existing Capital Stock 16 (b) Share Plan 19 (c) Distribution Plan 20 (d) Anti-Takeover Provisions 21 (e) Transfer Agent and Registrar 21 (f) Shares Eligible for Future Sale 22

- Interests of Named Experts and Counsel

Item 10 - Interests of Named Experts and Counsel 22

- Information with Respect to the Registrant

Item 11 - Information with Respect to the Registrant 23

— Description of Business

Item 101 — Description of Business 23

— Description of Property

Item 102 — Description of Property 25

— Legal Proceedings

Item 103 — Legal Proceedings 25

— Market Price, Dividends, and Holders

Item 201 — Market Price, Dividends, and Holders 25 Regulation S-X Financial Statements (+ Rule 3-05 & Article 11) 26

— Selected Financial Data

Item 301 — Selected Financial Data 26

— Supplementary Financial Information

Item 302 — Supplementary Financial Information 35

— MD&A

Item 303 — MD&A 35

— Changes in and Disagreements with Accountants

Item 304 — Changes in and Disagreements with Accountants 36

— Quantitative and Qualitative Market Risk

Item 305 — Quantitative and Qualitative Market Risk 36

— Directors, Executive Officers, and Governance

Item 401 — Directors, Executive Officers, and Governance 38

— Executive Compensation

Item 402 — Executive Compensation 38

— Security Ownership of Certain Beneficial Owners and Management

Item 403 — Security Ownership of Certain Beneficial Owners and Management 40

— Related-Person Transactions

Item 404 — Related-Person Transactions 42

(a) - Director Independence Disclosures

Item 407(a) - Director Independence Disclosures 43

(e)(4) - Compensation committee

Item 407(e)(4) - Compensation committee 45

Material Changes

Item 11A. Material Changes. 45

Incorporation of Certain Information by Reference

Item 12. Incorporation of Certain Information by Reference. 45

— INFORMATION NOT REQUIRED IN PROSPECTUS

PART II — INFORMATION NOT REQUIRED IN PROSPECTUS 46

Other Expenses of Issuance and Distribution

Item 13. Other Expenses of Issuance and Distribution 46

Indemnification of Directors and Officers

Item 14. Indemnification of Directors and Officers 46

Recent Sales of Unregistered Securities

Item 15. Recent Sales of Unregistered Securities 48

Exhibits

Item 16. Exhibits 49

Undertakings

Item 17. Undertakings 50

SIGNATURES

SIGNATURES 51 Exhibits 1) Underwriting Agreement 2) Plan of acquisition, reorganization, arrangement, liquidation or succession 3) Articles of Incorporation & By Laws 4) Instruments defining the rights of securities holders 5) Opinion re Legality 9) Voting Trust Agreement 10) Material Contracts 13) Annual report to security holders, Form 10–Q or quarterly report to security holders 21) Subsidiaries of the Registrant 22) Subsidiary guarantors and issuers of guaranteed securities 23) Consents of Experts and Counsel 24) Power of Attorney 25)

(b). Exhibits for Regulation S-X (17 CFR Part 210)

Item 16 (b). Exhibits for Regulation S-X (17 CFR Part 210) 52 Regulation S-X (17 CFR Part 210) Financial Statement Schedules 52 107) Calculation of Filing Fee Tables 4 Table of Contents

- Summary Information, Risk Factors and Ratio of Earnings to Fixed Charges

Item 3 - Summary Information, Risk Factors and Ratio of Earnings to Fixed Charges (a) Business Overview Midnight Gaming Corporation, a Delaware company formed on October 11, 2016, pursues a buy-and-build strategy focused on acquiring and developing income-producing businesses early in their life cycles, with targeted diversification across energy, automotive, finance, and real estate (where letters of intent have been secured), and a core vertical in entertainment, events, and media. The strategy focuses on three integrated initiatives: (i) acquiring and operating the Oshkosh Arena in Wisconsin, a 4,200-seat multipurpose venue with a track record of 200+ events where the company aims to scale revenues through expanded programming (including esports and festivals), sponsorships, and rentals; (ii) deploying GTV, a proprietary connected-TV and social media advertising platform intended to drive ticketing and sponsorship demand via targeted campaigns and to generate third-party advertising revenue; and (iii) acquiring TGS Esports Inc., a company that provides marketing solutions specializing in engaging video game and esports fans. Management positions this vertically integrated model to capture growth in live experiences, targeted digital advertising, and premium event production, while noting execution, market, and regulatory risks associated with acquisitions and expansion. (b) Summary of the Offering Issuer: Midnight Gaming Corporation Securities offered : 5,000,000 shares of common stock Overallotment option : 750,000 shares Estimated price range : $5.00 per share Outstanding Common Stock : 22,843,667 shares (or 27,843,667 shares if the underwriters exercise their over-allotment option in full). The number of shares of our common stock to be outstanding after this offering is based on 17,843,667 shares of our common stock outstanding as of September 9, 2025, and excludes: shares of our common stock are issuable upon conversion of our outstanding pre

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