All In FutureTech Alliance, Inc.
For the period ended Dec 31, 2025. Filed May 22, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed May 22, 2026
AIFA$3.97-0.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-06-09.
0001213900-25-052248
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-05-22.
0001171843-26-003627
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 73 previous paragraphs and 56 current paragraphs.
33 unchanged; 14 reworded; 8 added; 24 removed; 2 previous and 1 current paragraphs rearranged.
Tables are not compared: 3 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (8)
Current report
Casual mobile gaming revenue was $3.0 million and $4.4 million for the years ended December 31, 2025 and 2024, respectively. The decrease in casual mobile games revenue was primarily due to the contraction of the online card game market as well as increasing competition from new mobile game developers.
Current report
General and administrative expenses increased by approximately $17.7 million to approximately $31.1 million for the year ended December 31, 2025, from approximately $13.3 million for the year ended December 31, 2024. The increase in general and administrative expenses resulted primarily from an $11.1 million increase in legal and professional fees incurred in connection with complaints filed by a dissident stockholder, a lawsuit filed against the stockholder for violations of Section 13 of the Securities Exchange Act of 1934, and a proxy contest between the Company and such stockholder, a $2.0 million payment under a strategic cooperation agreement, which represents a significant first step in the Company’s planned development into a leading global fiber optic communication, computing power, and AI-enabled services provider, a $2.6 million CECL allowance on the Company’s loans receivable, a $0.5 million payment to acquire access to an educational license through which the Company will launch and monetize a variety of new educational initiatives and technologies, a $0.7 million increase in payroll and travel costs, a $1.1 million increase in consulting, audit and tax fees, as well as a $0.2 million increase in directors’ and officers’ insurance costs. These increases were slightly offset by a $0.5 million decrease in stock-based compensation due to restricted share awards granted on February 22, 2024, in which a portion immediately vested.
Current report
Impairments of long-lived assets were approximately $7.2 and $0.4 million for the years ended December 31, 2025 and 2024, respectively. The impairments resulted from management’s determination that the fair value of these assets were less than their carrying amounts.
Current report
The decrease in the fair value of digital assets was approximately $78 thousand and $0 for the years ended December 31, 2025 and 2024, respectively. We adopted ASU 2023-08 on January 1, 2025, which requires entities to measure crypto assets at fair value. The change in fair value represents fluctuations in the fair value of Ethereum and Bitcoin from the date of adoption or the date of purchase if made during year ended December 31, 2025.
Current report
Interest income, net, was approximately $4.2 million and $3.7 million for the years ended December 31, 2025 and 2024 respectively. Interest income is a result of the interest earned on fixed term deposits and equity, bond, and ETF linked notes, as well as interest earned on loans receivable during the periods.
Current report
Net Cash (Used in) Provided by Investing Activities
Current report
Net cash used in investing activities for the year ended December 31, 2025 was approximately $38.4 million, which consisted of $232.5 million used for the purchase of short-term investments, $6.1 million used for loans receivable, net, $1.9 million used for the purchase of land use rights, and $3.1 million used for an investment in unconsolidated affiliate, partially offset by $134.3 million in proceeds from the maturing of short-term investments, $68.1 million from proceeds from early withdrawal of short-term investments, and $3.0 million from proceeds from the sale of marketable securities.
Current report
Net cash provided by financing activities for the year ended December 31, 2025 was approximately $0.8 million, which consisted of approximately $50.0 million from the proceeds of short-term loans, which was partially offset by approximately $42.5 million for repayments of short-term loans, and $6.6 million returned upon the cancellation of a share purchase agreement.
Removed paragraphs (24)
Previous report
Results of Operations
Previous report
Results of Operations for the Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023
Previous report
Multiplatform content revenues decreased by approximately $2.0 million, or 100% to approximately $0.0 million for the year ended December 31, 2024 from approximately $2.0 million for the year ended December 31, 2023. The decrease in multiplatform revenues is the result of revenue generated from Season 2 of Elevated, a live streaming event which had 10 episodes in 2023 and did not occur in 2024.
Previous report
Casual mobile gaming revenue was $4.4 million for the year ended December 31, 2024 and $0.7 for the year ended December 31, 2023, respectively. The increase in casual mobile games revenue was due to the recognition of twelve months of revenue in 2024 as opposed to only two months in 2023, which were earned subsequent to the business combination with Z-Tech on October 31, 2023.
Previous report
Multiplatform content costs (exclusive of depreciation and amortization) decreased by approximately $1.5 million, or 100%, to approximately $0.0 million for the year ended December 31, 2024 from approximately $1.5 million for the year ended December 31, 2023. The decrease in multiplatform costs corresponds to the production costs for 10 episodes of Season Two of Elevated which were streamed in 2023 but did not occur in 2024.
Previous report
Selling and marketing expenses increased by approximately $60 thousand, or 26%, to approximately $287 thousand for the year ended December 31, 2024 from approximately $227 thousand for the year ended December 31, 2023.
Previous report
General and administrative expenses increased by approximately $5.8 million, or 76%, to approximately $13.4 million for the year ended December 31, 2024 from approximately $7.6 million for the year ended December 31, 2023. The increase in general and administrative expenses resulted from (a) a $1.1 million increase in payroll and payroll related costs due to an Employee Retention Credit (“ERC”) received and recorded as a reduction of expenses during the year ended December 31, 2023, (b) a $3.9 million increase professional and legal fees relating to shareholder complaints filed in 2024, and (c) a $1.0 million increase in stock-based compensation related to restricted share awards granted on February 22, 2024. These increases were slightly offset by a $0.2 million decrease in insurance costs related to a D&O insurance policy that was renewed at a lower cost in August 2023.
Previous report
Depreciation and amortization increased by approximately $85 thousand, or 6%, to approximately $1.6 million for the year ended December 31, 2024, from approximately $1.5 million for the year ended December 31, 2023. The increase was primarily due to the amortization of intangibles that were recorded as part of the business combination with Z-Tech on October 31, 2023.
Previous report
Impairment of software license was approximately $0.4 million for the year ended December 31, 2024, compared to $0.0 million for the year ended December 31, 2023. The impairment resulted from management’s determination that the fair value of its software license was less than its carrying amount.
Previous report
Other income, net
Previous report
We recognized other expense, net, of approximately $6 thousand during the year ended December 31, 2024, compared to $47 thousand of other income, net, recorded for the year ended December 31, 2023, a decrease of $41 thousand.
Previous report
Realized gain on investment in money market fund
Previous report
Unrealized loss on investment in marketable securities
Previous report
The unrealized loss on investments in marketable securities for the years ended December 31, 2024 and 2023 were $0.5 million and $0.0, respectively. The increase in loss is due to the change in fair value of the marketable securities that were purchased during the year ended December 31, 2024. There were no investments in marketable securities for the year ended December 31, 2023.
Previous report
Loss on foreign currency transactions, net
Previous report
The loss on foreign currency transactions was approximately $0.1 million for the year ended December 31, 2024 compared to $0 for the year ended December 31, 2023. The increase is a result of changes in the exchange rate of the Japanese Yen to United States Dollar between the dates certain loans payable were borrowed, the dates certain loans receivable were issued, and the dates certain equity linked notes, and foreign securities were purchased in 2024.
Previous report
Interest income was approximately $3.7 million for the twelve months ended December 31, 2024 compared to approximately $3.0 million for the year ended December 31, 2023, representing an increase of interest income of approximately $0.7 million, or 24%. The increase is a result of the interest earned on certificates of deposit purchased at the end of 2023, equity and FX linked notes purchased in 2024, and interest on loans issued during the year ended December 31, 2024.
Previous report
Net cash used in operating activities primarily represents the results of operations exclusive of non-cash expenses plus the impact of changes in operating assets and liabilities.
Previous report
Net cash provided by investing activities for the year ended December 31, 2023 was approximately $6.1 million, which consisted of $80.0 million from proceeds from the sale of short-term investments, and approximately $0.1 million from proceeds from the sale of equipment. This was offset by $66.5 million for purchases of short-term investments, approximately $6.4 million for the acquisition of Z-Tech, approximately $0.7 million for purchases of intangible assets, and approximately $0.4 million for purchases of property and equipment.
Previous report
Net cash provided by financing activities during the year ended December 31, 2023 was approximately $7.1 million, which consisted of approximately $9.2 million from proceeds from short-term loans, partially offset by approximately $2.1 million for repurchases of common stock.
Previous report
Capital Expenditures
Previous report
As of December 31, 2024, the Company had no material commitments for capital expenditures.
Previous report
Stock Repurchase Program
Previous report
On November 11, 2022, our Board of Directors (the “Board”) authorized a stock repurchase program under which we are authorized to repurchase up to $10.0 million of our outstanding shares of common stock. The manner, timing and amount of any purchase will be based on an evaluation of market conditions, stock price and other factors. Repurchases under the program will be made in open market transactions in compliance with the SEC Rule 10b-18 and federal securities laws. The stock repurchase program does not obligate the Company to acquire any particular amount of common stock, and it may be extended, suspended or discontinued at any time at management’s discretion. The stock repurchase will be funded using the Company’s working capital. The total number of shares purchased by the Company during the years ended December 31, 2024 and 2023 was 514 and 1,698,038, respectively. The average price per share for the shares purchased during the years ended December 31 2024 and 2023 was $1.23 per share. The dollar value of the shares available to be purchased under the program is $7,305,926 as of December 31, 2024.
Reworded paragraphs (14)
Previous wording
Allied Gaming and Entertainment Inc., along with its subsidiaries (“AGAE” or the “Company”) is a global experiential entertainment company focused on providing a growing audience of gamers with unique experiences through renowned assets, products, and services. Under the Allied Esports International subsidiary (“AEI”) we operate global competitive esports properties designed to connect players and fans via a network of connected arenas and creation of original esports content. Esports Arena Las Vegas, LLC subsidiary, operates a flagship gaming arena located at the Luxor Hotel in Las Vegas, Nevada. Meanwhile, Allied Mobile Entertainment subsidiary (“AME”), is dedicated to exploring opportunities in the massive and growing mobile games markets. AME’s ownership of a 40% equity interest in Beijing Lianzhong Zhihe Technology Co. Ltd (“Z-Tech”), a prominent mobile games developer and operator, is engaged in the development and distribution of casual mobile games in Mainland China, solidifies our presence in this lucrative sector. Moreover, our subsidiary Allied Experiential Entertainment (“AEE”), focuses on orchestrating live entertainment events and offers management and consultation service to experiential entertainment venue operation. The Company offers a variety of esports and gaming-related content, including world class tournaments, live and virtual entertainment and gaming events, and original programming to continuously nurture vibrant communities primarily comprising of Gen Y, Z, and Alpha consumers.
Current wording
All In FutureTech Alliance, Inc., along with its subsidiaries (“AIFA” or the “Company”) (formerly known as “Allied Gaming & Entertainment Inc.”) is a global experiential entertainment company focused on providing a growing audience of gamers with unique experiences through renowned assets, products, and services. Under the Allied Esports International subsidiary (“AEI”) we operate global competitive esports properties designed to connect players and fans via a network of connected arenas and creation of original esports content. Esports Arena Las Vegas, LLC subsidiary, operates a flagship gaming arena located at the Luxor Hotel in Las Vegas, Nevada. Meanwhile, Allied Mobile Entertainment subsidiary (“AME”), is dedicated to exploring opportunities in the massive and growing mobile games markets. AME’s ownership of a 40% equity interest in Beijing Lianzhong Zhihe Technology Co. Ltd (“Z-Tech”), a prominent mobile games developer and operator, is engaged in the development and distribution of casual mobile games in Mainland China, solidifies our presence in this lucrative sector. Moreover, our subsidiary Allied Experiential Entertainment (“AEE”), focuses on orchestrating live entertainment events and offers management and consultation service to experiential entertainment venue operation. The Company offers a variety of esports and gaming-related content, including world class tournaments, live and virtual entertainment and gaming events, and original programming to continuously nurture vibrant communities primarily comprising of Gen Y, Z, and Alpha consumers.
Previous wording
In-person experience revenue was $4.7 million and $5.0 million for the years ended December 31, 2024 and 2023. The in-person experience revenues consisted of a $0.2 million decrease in event revenue, a $0.1 million decrease in ticket and gaming revenue, and a $0.1 million decrease in merchandising revenue. The decreases were offset by an increase of $0.1 million in sponsorship revenue related to Meta truck sponsorships.
Current wording
In-person experience revenue was $4.9 million and $4.7 million for the years ended December 31, 2025 and 2024. The increase in-person experience revenues consisted of a $0.3 million increase in event revenue and $0.1 million decrease in ticket and gaming revenue. The increase in event revenue is primarily attributable to the number of events held during 2025 versus the quantity of such events in the prior year.
Previous wording
In-person costs (exclusive of depreciation and amortization) decreased by approximately $0.2 million, or 7%, to approximately $2.5 million for the year ended December 31, 2024 from approximately $2.7 million for the year ended December 31, 2023. The decrease is the result of the decrease in costs associated with third party events at the arena held during the year ended 2024 compared to 2023.
Current wording
In-person costs (exclusive of depreciation and amortization) increased by approximately $0.3 million, or 12%, to approximately $2.8 million for the year ended December 31, 2025 from approximately $2.5 million for the year ended December 31, 2024. The increase is the result of the costs associated with third party events held at the arena during 2025 compared to 2024.
Previous wording
Casual mobile gaming costs (exclusive of depreciation and amortization) were $3.9 million for the year ended December 31, 2024 and $0.6 million for the year ended December 31, 2023, respectively. Casual mobile gaming costs and revenues began in connection with the business combination with Z-Tech on October 31, 2023, making 2024 the first full year of casual mobile gaming costs and revenues.
Current wording
Casual mobile gaming costs (exclusive of depreciation and amortization) were $2.8 million for the year ended December 31, 2025 and $3.9 million for the year ended December 31, 2024, respectively, resulting from a decrease in user incentive, user acquisition and other costs directly associated with the decline in revenues.
Previous wording
Research and development expenses were $866 thousand and $163 thousand for the years ended December 31, 2024 and 2023, respectively. Research and development expenses consist principally of costs related to the development of new casual mobile games for Z-Tech which was acquired on October 31, 2023.
Current wording
Research and development expenses were $673 thousand and $865 thousand for the years ended December 31, 2025 and 2024, respectively. Research and development expenses consist principally of costs related to the development of new casual mobile games by our BLT and Z-Tech subsidiaries.
Previous wording
Impairment of goodwill was approximately $9.6 million for the year ended December 31, 2024, compared to $0.0 million for the year ended December 31, 2023. The impairment resulted from management’s determination that the fair value of one of its reporting units was less than its carrying amount.
Current wording
Impairments of goodwill were approximately $0.7 and $9.6 million for the years ended December 31, 2025 and 2024, respectively. The impairments resulted from management’s determination that the fair value of one of its reporting units was less than its carrying amount at the end of each year.
Previous wording
We recognized a loss in connection with a Settlement and Release Agreement dated September 16, 2024, with Brookfield Property Partners (“Brookfield”), under which $3.0 million was released and paid to Brookfield from an escrow account established in January 2020 (see Note 14 – Commitments and Contingencies – Investment Agreement). The entire escrow account of $5.0 million was included in restricted cash on the consolidated balance sheets from that date through the date of the Settlement and Release Agreement.
Current wording
In 2024, we recognized a loss in connection with a Settlement and Release Agreement dated September 16, 2024, with Brookfield Property Partners (“Brookfield”), under which $3.0 million was released and paid to Brookfield from an escrow account established in January 2020 (see Note 14 – Commitments and Contingencies – Investment Agreement). The entire escrow account of $5.0 million was included in restricted cash on the consolidated balance sheets from that date through the date of the Settlement and Release Agreement.
Previous wording
We realized a gain on investment in money market fund of $0.2 million for the year ended December 31, 2024, compared to $0.0 million for the year ended December 31, 2023. This increase is due to the change in fair value of the money market funds between the purchase date and December 31, 2024. There were no investments in money market funds for the year ended December 31, 2023.
Current wording
Change in fair value of digital assets
Previous wording
The following table summarizes our total current assets, current liabilities and working capital at December 31, 2024 and December 31, 2023, respectively.
Current wording
The following table summarizes our total current assets, current liabilities and working capital at December 31, 2025 and 2024:
Previous wording
Our primary sources of liquidity and capital resources have been cash and short-term investments on the balance sheet and the funds received through the sale of WPT.
Current wording
Our primary sources of liquidity and capital resources have been cash and short-term investments on the balance sheet, including the funds received through the sale of World Poker Tour.
Previous wording
As of December 31, 2024, we had cash and cash equivalents of approximately $59.2 million (not including $8.8 million of short-term investments and $3.5 million of marketable securities) and working capital of approximately $64.3 million. For the years ended December 31, 2024 and 2023, we incurred net losses of approximately $22.6 million and $3.6 million, respectively, and had net cash used in operations of approximately $9.8 million and $8.1 million, respectively. Cash requirements for our current liabilities include approximately $25.8 million for loans payable, approximately $2.5 million in aggregate for accounts payable and accrued expenses, and approximately $1.6 million for the current portion of an operating lease liability. Cash requirements for non-current liabilities include approximately $4.0 million for the non-current portion of an operating lease liability. The Company intends to meet these cash requirements from its current cash and cash equivalents balance.
Current wording
Cash requirements for our current liabilities include approximately $33.1 million for loans payable, approximately $14.5 million in the aggregate for accounts payable and accrued expenses, and approximately $1.7 million for the current portion of an operating lease liability. Cash requirements for non-current liabilities include approximately $2.4 million for the non-current portion of an operating lease liability. The Company intends to meet these cash requirements from its current cash, short-term investments, and marketable securities balances.
Previous wording
The table below summarizes cash flows from operations for the years ended December 31, 2024 and 2023, respectively.
Current wording
The table below summarizes cash flows for the years ended December 31, 2025 and 2024:
Previous wording
Net cash used in operating activities for the years ended December 31, 2024 and 2023 were approximately $9.8 million and $8.1 million, respectively, representing an increase of approximately $1.7 million. During the years ended December 31, 2024 and 2023, the net cash used in operating activities was primarily attributable to the net loss of approximately $22.6 million and $3.6 million, respectively, adjusted for $12.7 million and $2.6 million, respectively, of net non-cash expenses, and approximately ($0.1) million and $7.2 million, respectively, of cash used to fund changes in the levels of operating assets and liabilities.
Current wording
Net cash used in operating activities for the years ended December 31, 2025 and 2024 was approximately $9.8 million and $9.8 million, respectively, representing a decreased usage of cash of $17 thousand. During the years ended December 31, 2025 and 2024, the net cash used in operating activities was primarily attributable to the net loss of approximately $34.6 million and $22.6 million, respectively, adjusted for approximately $14.5 million and $12.7 million, respectively, of net non-cash expenses, and approximately $10.3 million and $0.1 million, respectively, of cash generated by changes in the levels of operating assets and liabilities.
Previous wording
Net cash provided by investing activities for the year ended December 31, 2024 was approximately $23.8 million, which consisted of approximately $127.7 million from proceeds from the sale of short-term investments, approximately $1.3 million from proceeds from the repayment of a short-term loan receivable, and approximately $0.8 million of proceeds from the redemption of marketable securities. This was offset by approximately $79.6 million for purchases of short-term investments, approximately $19.0 million for loans receivable, approximately $5.0 million for payments for investments in marketable securities, approximately $2.2 million for a land deposit, and approximately $0.1 million for purchases of intangible assets and property and equipment.
Current wording
Net cash provided by investing activities for the year ended December 31, 2024 was approximately $23.8 million, which consisted principally of approximately $127.7 million in proceeds from the maturing of short-term investments, partially offset by approximately $79.6 million used for the purchase of short-term investments, $5.0 million for the purchase of marketable securities, $2.2 million for the purchase of land use rights and $19.1 million for the issuance of short-term loans.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
As of December 31, 2025, we had cash and cash equivalents of approximately $11.8 million (not including $37.7 million of short-term investments and $1.3 million of marketable securities) and working capital of approximately $27.2 million.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Previous report — wording carried elsewhere
Net Cash Provided By Investing Activities