ESE Entertainment (ESE), a company with interests in gaming, media production, and esports, announced that it had entered into a binding share purchase agreement to purchase 100% of the outstanding shares of Auto Simulation Limited T/A Digital Motorsports (Digital Motorsports). The news follows ESE’s letter of intent to acquire Digital Motorsports announced in May 2021. Post-acquisition, Niall Maher, founder and CEO of Digital Motorsports, along with the company's entire staff, will continue to operate Digital Motorsports’ business. 

Digital Motorsport is an esports infrastructure provider specifically for the simulation racing segment. The company offers turnkey solutions, professional products, and an online esport racing league. The company has signed a contract with FIA-accredited Motorsport Ireland to host all national esports events. In addition, the company has collaborated with teams across multiple disciplines from F1, FIA World Endurance Championship (WEC), and FIA World Rally Championship (WRC). 

Through the acquisition, ESE will claim Digital Motorsports’ portfolio of intellectual property, racing simulator solutions, and cloud-based racing services. The acquisition builds on ESE’s roadmap to open up new revenue streams for the company, especially in the simulation racing space. 

Under the terms of the binding agreement, the purchase price will be paid via 1) cash consideration of CAD 1.6 million (USD 1.3 million) at the completion of the transaction, 2) up to 941,500 in ESE common shares at completion, and 3) up to 8.4 million in common shares (earn-out shares) to be issued biannually in six equal installments. The purchase consideration paid via the issuance of securities is subject to Digital Motorsports achieving revenue-based milestones during the earn-out period. ESE also revealed that it will be injecting CAD 370,000 (USD 290,000) into Digital Motorsports for working capital needs.