UK esports organisation Semper Fortis Esports is set to undergo a reverse takeover, according to a financial filing on the Aquis Stock Exchange — a move that would conclude a complete pivot away from esports for a company that once had grand ambitions in the space.

First announced by Semper Fortis in a filing in May that went unnoticed, Semper is merging with a company called GL Membership Limited through a £250,000 Convertible Loan Note investment.

Semper Fortis was founded in January 2020 and drew interest thanks to its prominent founding figures: Keith R. Harris — a renowned football financier, high-flying investment banker and ex-Football League Chairman — and Nolan Bushnell, a founder of Atari and subsequent Video Game Hall of Fame inductee and BAFTA Fellow.

Capitalising on the eminence of its founders, and riding the tail end of a wave of pandemic-induced hype around esports at the time, Semper raised £2.55m from an IPO in April 2021 on the Aquis Stock Exchange, an exchange focused on growth companies. The stock price peaked at 3.95 GBX (Great British pennies) shortly after its IPO — a modest record high that set the stage for a sustained decline in the months and years that followed.

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Semper Fortis made its debut by acquiring Rocket League team Top Blokes in March 2021 before rebranding the team to SMPR Esports in July 2021. The organisation went on to appoint Manchester United and England football star Harry Maguire and Everton FC striker Dominic Calvert-Lewin as brand ambassadors, a role where the footballers were meant to interact with fans on digital platforms and advise the company.

Semper placed much of its emphasis on Rocket League, forming rosters that saw some modest successes, including 3rd-4th at the RLCS Fall Split Major and Season X European Championship, and later making it to the 2021-22 World Championship. Players were also signed in Fortnite, FIFA, Hearthstone, Smash Bros and Tekken.

The organisation signed a sponsorship deal with trading card company Topps in 2021, later revealed to be worth £10,000. But this would be the first and last sponsorship the organisation would ever sign, as despite its high-profile founders, celebrity brand ambassadors, and team investments, Semper Fortis’ fortunes had already started to turn.

In a sign of its first pivot, the company decided to place a big bet on NFT and cryptocurrency in early 2022, launching a play-to-earn gaming guild, buying in-game NFTs for games like Axie Infinity and launching a revenue sharing model with the players it signed. 

But in July 2022, the company announced it had lost £1.2m in 2021 — nearly double its 2020 loss — with revenues of just £31,600. Thanks to a crypto crash, it had already paused investment in its newly-established crypto guild division just months after opening it. On July 20th 2022, founder Nolan Bushnell stepped down from his role as non-executive director.

Semper had already exited several esports titles to double down on Rocket League, eventually signing a Saudi Arabian roster in November 2022 — but even that wasn’t to be.

In its full-year financial report for 2022 — the most recent results it has released — the organisation said it reduced its overheads in order to conserve cash amid ‘economic uncertainty and difficult capital market conditions’. “We chose not to renew the contracts of our esports talent and reduced other overheads where we could, whilst looking at various different strategies for the Company,” the Chairman, Keith Harris, said in the report’s opening statement.

At some point between late 2022 and early 2023 it disbanded its final remaining team in Rocket League — which it said was due to the “high costs of contracting esports professional players together with no visibility of any material earnings in the near future” — and wrote off the value of its NFT assets to zero, essentially bringing the business’ operations to a standstill.

In 2022 Semper managed to generate £10,000 from its Topps partnership, £60,821 from prize winnings and in-game item sales (from the Rocket League esports store), and £30,156 in transfer fees from selling one of its players, totalling just over £100,000 in annual revenue. However, it still reported a £578,309 net loss. By the end of the year, the company said it had no active operating business.

Semper Fortis — which is Latin for ‘Always Strong’ — seemingly knew it had to pivot completely. In April 2023, the company raised £100,000 by issuing 100m new shares, setting the stage for its May 2023 announcement of a £250,000 investment in, and planned reverse takeover transaction of, GL Membership Limited.

GL Membership Limited, trading as Good Life+, is a privately-held company with its principal business being a monthly membership subscription that offers subscribers access to ‘luxury prize draws’ as well as discounts and deals. The company, which claims to have 14,500 active members, appears to have no connection to esports or gaming.

Semper Fortis is currently conducting due diligence on the acquisition, which would see it acquire all issued shares in GL Membership Limited via a reverse takeover transaction should it decide to proceed. Good Life+ said it anticipates a potential listing in the near future.

The company has not revealed a timeline for its impending takeover. It said in a recent filing that material uncertainty exists that may cast significant doubt on the company’s ability to continue as a going concern, though it stated it was confident in its ability to meet its liabilities for at least 12 months.

With the reverse merger, a company that once had large ambitions and high-profile backing is set to close its chapter in esports. It was a chapter defined by poorly timed investments and a lack of success in monetising its teams, but also by the treacherous waters that many organisations in esports have faced over the last couple years.

Semper Fortis is far from alone in its fate as a small publicly traded esports organisation that has failed to make esports work as a profitable enterprise, and as it leaves esports unceremoniously behind, it likely won’t be the last.

Semper Fortis Esports could not be reached for comment on this story.