Super League Enterprise, Inc.

INDEX TO FINANCIAL STATEMENTS

SUPER LEAGUE ENTERPRISE, INC.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of

Super League Enterprise, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Super League Enterprise, Inc. (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statement. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved especially challenging, subjective, or complex judgments. The communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Revenue Recognition- Fixed Fee

As disclosed in Note 2 to the consolidated financial statements, the Company continues to generate revenue from (i) innovative advertising including immersive game world and experience publishing and in-game media products, (ii) content and technology through the production and distribution of our own, advertiser and third-party content, and (iii) direct to consumer offers, including in-game items, e-commerce and digital collectibles. A portion of the Company’s contracts with customers are recognized over time on a percentage of completion basis. In the case of a contract not being completed at period end, the Company estimates the percentage of contract completion at period end. The Company did so by using the input method, measuring the hours incurred against the total hours expected to be incurred throughout the entire contract to calculate the revenue to be recognized in the current period. Subjective auditor judgment and an increased extent of effort was required to evaluate the accounting for fixed fee revenue recognition due to the complexity involved in testing the Company’s total hours expected to be incurred throughout the contract.

Our audit procedures to test the estimates and assumptions surrounding the fixed fee revenue recognition included obtaining a report downloaded directly from the Company’s time-tracking software that detailed the hours incurred on a specific job. We obtained an understanding of the Company’s system configuration, user access controls, deal lifecycle, and revenue management processes, noting clearly defined roles and permissions, strong deal validation controls, and structured revenue tracking and reporting that support effective operational oversight and reliable financial reporting. We tested the estimated hours used by management to determine revenue recognition and retrospectively reviewed past fixed fee contracts to ensure total estimated hours were materially accurate. We obtained total hours incurred, then compared this against the total hours expected to be incurred throughout the contract to recalculate the revenue recognized. We also tested for proper revenue recognition cut-off.

Fair value/Classification of Equity Instruments - (Capital Raise - Equity Classified Warrants Issued in the $20M PIPE Financing)

As described in Note 7 to the consolidated financial statements, the Company completed a $20,000,000 private investment in public equity (“PIPE”) financing that included prefunded warrants and warrants to purchase common stock. This matter was critical because determining whether the warrants met the equity classification criteria under Accounting Standards Codification (“ASC”) 815‑40 required significant auditor judgment, including the evaluation of complex contractual terms and settlement provisions. A different conclusion could have resulted in liability classification of the warrants and the recognition of changes in fair value through earnings, which would have had a material impact on the consolidated financial statements.

Our audit procedures related to the evaluation of the warrants’ equity classification included, among others, reading and evaluating the warrant agreements; assessing management’s analysis of the warrants under ASC 815‑40; evaluating whether the warrants met the equity classification conditions; involving professionals with specialized accounting knowledge to assist in evaluating the technical accounting conclusions; and assessing the adequacy of the related disclosures in the consolidated financial statements.

Fair value of convertible debt/conversion - (YP Note/Warrant Exchange to Preferred Stock Series C and New YP Warrant)

As described in Note 7 to the consolidated financial statements, during the year ended December 31, 2025, the Company entered into exchange agreements with YP related to its outstanding convertible notes, pursuant to which a portion of the notes was converted into common stock and the remaining balance was exchanged for newly issued Series C Preferred Stock. In addition, the warrants issued in the original agreement were replaced with new warrants in the exchange agreement. We identified the accounting for the partial conversion and exchange of the convertible notes as a critical audit matter because the evaluation of whether the transaction qualified as a debt extinguishment under ASC 470 required significant auditor judgment, including the determination of the reacquisition price based on the fair value of the preferred stock issued and the incremental fair value of the replacement warrants, as well as the evaluation of key valuation assumptions.

We obtained and analyzed the technical memo from the Company to ensure it complied with ASC 470 and ASC 815. We utilized the knowledge, experience and expertise of our internal valuation specialists to execute the planned audit procedures related to the valuation by assessing the reasonableness of the methodologies employed to value the convertible debt, Series C Preferred stock, and both the original and new warrants. We also tested the underlying assumptions utilized in the Black-Scholes option pricing models.

Fair value/Classification of Equity Instruments - (Down round - deemed dividend)

As described in Note 7 to the consolidated financial statements, on July 10, 2025 the Company completed the YP financing transaction at a price below the conversion price of its outstanding convertible preferred stock, which resulted in a downward adjustment to the conversion price pursuant to anti‑dilution provisions and the recognition of a deemed dividend. We identified the accounting for the down round as a critical audit matter because the determination of the deemed dividend amount required significant auditor judgment, including the use of an option‑pricing model incorporating Level 3 inputs, and because the deemed dividend had a material impact on earnings per share.

We obtained and analyzed the technical memo from the Company to ensure it complied with accounting principles generally accepted in the United States of America. We utilized the knowledge, experience and expertise of our internal valuation specialists to execute the planned audit procedures related to the valuation by assessing the reasonableness of the methodologies employed to value the convertible preferred stock before and after the triggering of the down round provision. We also tested the underlying assumptions utilized in the Black-Scholes option pricing models.

/s/WithumSmith+Brown, PC

We have served as the Company's auditor since 2023.

Whippany, New Jersey

March 31, 2026

PCAOB ID Number 100