Sports Entertainment Gaming Global Corp

Evaluation of Disclosure Controls and Procedures for Legacy Matter

As previously disclosed, in connection with the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (the “Original 2021 Annual Report”) on April 1, 2022, our management, with the participation of our then Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2021. Based on their evaluation, our then Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2021, our disclosure controls and procedures were not effective due to material weaknesses in our internal control over financial reporting with respect to our financial statement close and reporting process.

In connection with the filing of Amendment No. 1 to the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2021 (the “Amended 2021 Annual Report”), our management, with the participation of our Chief Executive Officer, reevaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2021 and determined they were not effective due to the material weaknesses in our internal control over financial reporting with respect to our financial statement close and reporting process. Our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer, to allow timely decisions regarding required disclosures.

Management’s Report on Internal Control Over Financial Reporting

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost benefit relationship of possible controls and procedures. In connection with this Report, our management, with the participation of our Chief Executive Officer, reevaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2022. Based on such reevaluation, our Chief Executive Officer concluded that, as of the end of the period covered by this Report, our disclosure controls and procedures were still not effective due to the material weaknesses in our internal control over financial reporting with respect to our financial statement close and reporting process, as described further below. As a result of this conclusion, we retained third-party accounting consultants who performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with GAAP. Accordingly, management believes that the financial statements included in this Report present fairly in all material respects our financial position, results of operations and cash flows for the periods presented. The issues which were identified during the initial and subsequent review continued until the new management team for the company began addressing them in the fall of 2022. Efforts to strengthen and improve internal controls over accounting and financial reporting are ongoing.

Material Weaknesses in Internal Control Over Financial Reporting

In connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) under the Securities Exchange Act of 1934, as amended, management, with the participation of the Company’s Audit Committee and Chief Financial Officer, assessed the effectiveness of the Company’s internal control over financial reporting for the period ended December 31, 2025.

As previously disclosed, the Company identified material weaknesses in its internal control over financial reporting, including (i) a lack of a sufficient number of personnel with appropriate technical expertise to account for complex or non-routine transactions, (ii) deficiencies in the design and operating effectiveness of policies and procedures related to the review, supervision and monitoring of the Company’s accounting and financial reporting functions, (iii) challenges in the timely completion of the financial close process, and (iv) incomplete segregation of duties across certain transaction cycles and processes.

These material weaknesses arose during a prior period and reflect a legacy control environment that did not keep pace with the Company’s operational complexity and public company reporting requirements. Since that time, the Company has taken decisive actions to stabilize and rebuild its financial reporting infrastructure.

During the period ended December 31, 2025, the Company continued to execute against a structured remediation plan focused on accountability, discipline, and scalability. Key actions include strengthening the finance and accounting organization through targeted hiring and the engagement of external technical experts, implementing formalized policies and procedures and enhancing review and supervisory controls, and introducing a more rigorous and structured financial close process. The Company has also made progress in improving segregation of duties and implementing compensating controls, while investing in systems, processes, and governance frameworks designed to support long-term growth.

These efforts are part of a broader transformation initiative to align the Company’s control environment with the expectations of a Nasdaq-listed company and to support a disciplined, execution-focused operating model. Management believes that the remediation actions undertaken to date are materially improving both the design and operating effectiveness of internal controls and are establishing a durable foundation for consistent, timely, and transparent financial reporting.

We have identified a potential material weakness in our internal control over financial reporting related to the concentration of authority resulting from our Chief Financial Officer also serving as Interim Chief Executive Officer. This dual role may impair the effective segregation of duties and oversight functions that are fundamental to a robust control environment, particularly with respect to the review and approval of significant transactions, financial reporting, and management judgments. While we have implemented certain compensating controls, including enhanced involvement of the Chairman and other members of our Board of Directors and Audit Committee in key decisions and financial reporting oversight, these measures may not fully mitigate the risk associated with this concentration of responsibilities. Accordingly, we have concluded that this represents a potential material weakness in our internal control over financial reporting. We are in the process of evaluating and implementing remediation measures, including the appointment of additional qualified personnel and the enhancement of governance and review procedures, to address this issue.

Except as otherwise described herein, there were no changes in the Company’s internal control over financial reporting during the period ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. However, the material weaknesses described above have not yet been fully remediated. Management expects continued progress as these enhancements are fully implemented and demonstrate sustained effectiveness over successive reporting periods.

We cannot assure you that the measures we take will be sufficient to remediate the material weaknesses we identified or avoid the identification of additional material weaknesses in the future. If the steps we take do not remediate the material weaknesses in a timely manner, there could continue to be a reasonable possibility that this control deficiency or others could result in another material misstatement of our annual or interim financial statements that would not be prevented or detected on a timely basis.

While internal controls can provide only reasonable assurance, management is committed to completing the remediation process and maintaining a best-in-class control environment that supports long-term shareholder value, operational discipline, and financial transparency.

For more information, see “Item 1A. Risk Factors - Public Company Operating Risks - If we fail to implement and maintain an effective system of internal controls, we may be unable to accurately report our results of operations, meet our reporting obligations or prevent fraud, and investor confidence and the trading price of our common stock and warrants may be materially and adversely affected.”

Changes in Internal Control Over Financial Reporting

Except as otherwise described herein, there was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.