Sports Entertainment Gaming Global Corp
For the period ended Jun 30, 2026. Filed Nov 2, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Nov 2, 2026
SEGG$1.14-31.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-10-08.
0001493152-26-046279
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-11-02.
0001493152-26-049582
Item 2. 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 152 previous paragraphs and 170 current paragraphs.
113 unchanged; 27 reworded; 28 added; 12 removed; 0 previous and 2 current paragraphs rearranged.
Tables are not compared: 8 previous and 11 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 (28)
Current report
In September 2026, the Company temporarily took Sports.com Predict offline. The decision was made to conserve financial resources while the Company works to complete its delinquent periodic reports and regain compliance with its SEC reporting obligations and Nasdaq listing requirements, which have limited its access to capital. The decision was not related to the performance of the platform, the Polymarket relationship, or any regulatory action. The Polymarket agreement remains in effect.
Current report
Management continues to believe that Sports.com Predict represents a meaningful opportunity for the Company. Its transaction-based structure has the potential to become a recurring revenue stream that grows with platform usage. The Company intends to relaunch the platform once its reporting is current and it has sufficient resources to support operations.
Current report
Revenue. Revenue for the three months ended June 30, 2026 was $3.2 million, an increase of $3.04 million, or 1,584%, compared to $192,000 for the three months ended June 30, 2025. For the three months ended June 30, 2026, revenue was lower by: $47,000 for Sports.com Media, $27,000 for core operations, $27,000 for Global Gaming, and $25,000 for TinBu. These decreases were offset by revenue for Veloce which was not present for the three months ended June 30, 2025.
Current report
Cost of Revenue. Cost of revenue includes content creation and media production expenses, talent and rights-related costs, advertising fulfilment costs, revenue-sharing arrangements, merchandise costs, data acquisition costs, platform hosting and technology expenses, payment processing fees, affiliate commissions, and payments to gaming partners and lottery providers. Cost of revenue for the three months ended June 30, 2026 was $2.3 million, an increase of $2.1 million, or 1,308%, compared to $163,000 for the three months ended June 30, 2025. For the three months ended June 30, 2026, cost of revenue was lower by: $115,000 for Sports.com Media, and $5,000 for Global Gaming, These decreases were offset by costs of revenue for Dotcom Ventures and Veloce which were not present for the three months ended June 30, 2025.
Current report
*Gross Profit.*Gross profit for the three months ended June 30, 2026 was $937,000, compared to $29,000 for the three months ended June 30, 2025, an increase of $908,000, or 3,129%. For the three months ended June 30, 2026, Gross profit was lower: for core operations by $27,000, for TinBu by $24,000, and for Global Gaming by $22,000, and higher for Sports.com Media by $69,000, compared to the three months ended June 30, 2025. These changes were offset by gross profit for Veloce which was not present for the three months ended June 30, 2025.
Current report
Operating Expenses. Operating expenses for the three months ended June 30, 2026 were $5.8 million, an increase of $1.9 million, or 50%, compared to $3.8 million for the three months ended June 30, 2025. There were increases to: Personnel costs by $875,000, General and administrative by $689,000, Professional fees by $266,000, and depreciation and amortization by $81,000 as described below.
Current report
Personnel Costs. Personnel costs were $1.3 million for the three months ended June 30, 2026, an increase of $875,000, or 199%, from $439,000 for the three months ended June 30, 2025. Personnel costs were lower: for core operations by $43,000 and for Sports.com Media by $8,000 These decreases were offset by increases for Dotcom Ventures and Veloce which were not present for the three months ended June 30, 2025.
Current report
Professional Fees. Professional fees were $1.6 million for the three months ended June 30, 2026, an increase of $266,000, or 20%, from $1.3 million for the three months ended June 30, 2025. Professional fees for core operations were $184,000 higher partially offset by a decrease of $42,000 for Sports.com Media. The remaining increase is related to Veloce, which was not present for the three months ended June 30, 2025.
Current report
General and Administrative. General and administrative expenses were $1.8 million for the three months ended June 30, 2026, an increase of $689,000, or 61%, from $1.1 million for the three months ended June 30, 2025. General and administrative expenses were higher: by $128,000 for core operations, and by $23,000 for Global Gaming. Dotcom Ventures with expenses of $21,000 and Veloce which accounts for the remainder of the increase were not present for the three months ended June 30, 2025.
Current report
Depreciation and Amortization. Depreciation and amortization was $1.0 million for the three months ended June 30, 2026, an increase of $81,000, or 9%, from $943,000 for the three months ended June 30, 2025. Depreciation and amortization decreased by: $676,000 for core operations due to certain intangible assets becoming fully amortized prior to or during Q2, and by $80,000 for Global Gaming. This decrease was offset by increases in amortization of intangibles for DotCom Ventures and Veloce, both of which were not present for the three months ended June 30, 2025.
Current report
Interest Expense. Net interest expense for the three months ended June 30, 2026 was $454,000, compared to net interest expense of $80,000 for the three months ended June 30, 2025. Approximately 50% of the year over year increase, $216,000, is related to new funding transactions entered into by the parent company. The remaining 50% of the $431,000 increase is attributed to DotCom Ventures ($78,000) and Veloce ($148,000) that were not present in the 2025 numbers.
Current report
Interest Income. Net interest income for the three months ended June 30, 2026 was roughly the same as for the three months ended June 30, 2025.
Current report
Other Expense. Other expense, net for the three months ended June 30, 2026 was $10,000, compared to other income, net, of ($11,000) for the three months ended June 30, 2025.
Current report
Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
Current report
For the six months ended June 30, 2026 and 2025
Current report
Revenue. Revenue for the six months ended June 30, 2026 was $4.4 million, an increase of $4.0 million, or 966%, compared to $416,000 for the six months ended June 30, 2025. Revenue for the six months ended June 30, 2026 was lower by: $86,000 for Sports.com Media, $70,000 for TinBu, $63,000 for Global Gaming, and $54,000 for core operations, These decreases were offset by revenue from Veloce which was not present for the six months ended June 30, 2025.
Current report
Cost of Revenue. Cost of revenue includes content creation and media production expenses, talent and rights-related costs, advertising fulfilment costs, revenue-sharing arrangements, merchandise costs, data acquisition costs, platform hosting and technology expenses, payment processing fees, affiliate commissions, and payments to gaming partners and lottery providers. Cost of revenue for the six months ended June 30, 2026 was $3.2 million, an increase of $2.8 million, or 872%, compared to $325,000 for the six months ended June 30, 2025. Cost of revenue was lower by: $113,000 for Sports.com Media, and by $21,000 for core operations. The increase for the six months ended June 30, 2026 is related to Veloce, which was not present for thesix months ended June 30, 2025.
Current report
Gross Profit. Gross profit for the six months ended June 30, 2026 was $1.3 million, compared to $90,000 for the six months ended June 30, 2025, an increase of $1.2 million, or 1,304%. Gross profit was lower by: $68,000 for TinBu, $63,000 for Global Gaming, and $33,000 for core operations, partially offset by higher gross margin for Sports.com Media by $28,000. The increase in gross profit is related to Veloce which was not present in for the six months ended June 30, 2025.
Current report
Operating Costs and Expenses.
Current report
Operating Expenses. Operating expenses for the six months ended June 30, 2026 were $11.3 million, an increase of $4.0 million, or 55%, compared to $7.3 million for the six months ended June 30, 2025. There were increases to: Personnel costs by $1.2 million, Professional fees by $1.5 million, General and administrative expenses by $1.0 million, and Depreciation and amortization by $289,000 as described below.
Current report
Personnel Costs. Personnel costs were $2.3 million for the six months ended June 30, 2026, an increase of $1.2 million, or 108%, from $1.1 million for the six months ended June 30, 2025. Personnel costs decreased by $208,000 for core operations and $54,000 for TinBu. These decreases were offset by increases for Dotcom Ventures and Veloce which were not present for the six months ended June 30, 2025.
Current report
Professional Fees. Professional fees were $3.9 million for the six months ended June 30, 2026, an increase of $1.5 million, or 61%, from $2.4 million for the six months ended June 30, 2025. Professional fees related to core operations increased $1.2 million and for Sports.com Media by $82,000. The remainder of the increase for the six months ended June 30, 2026 is related to Veloce, which was not present for the six months ended June 30, 2025.
Current report
General and Administrative. General and administrative expenses were $2.9 million for the six months ended June 30, 2026, an increase of $1.0 million, or 54%, from $1.9 million for the six months ended June 30, 2025. For the six months ended June 30, 2026,General and administrative expenses were higher: for core operations by $141,000 and for Global Gaming by $82,000 partially offset by a decrease for TinBu by $10,000. There were increases for Dotcom Ventures and Veloce, which were not present for the six months ended June 30, 2025.
Current report
Depreciation and Amortization. Depreciation and amortization was $2.1 million for the six months ended June 30, 2026, an increase of $289,000, or 16%, from $1.8 million for the six months ended June 30, 2025. Depreciation and amortization was lower: for core operations by $937,000 because certain intangible assets became fully amortized in the six months ended June 30, 2026, There were increases for Dotcom Ventures and Veloce which were not present for the six months ended June 30, 2025.
Current report
Other (Income) Expense, Net.
Current report
Interest Expense. Interest expense for the six months ended June 30, 2026 was $851,000, compared with interest expense of $152,000 for the six months ended June 30, 2025, an increase of $699,000 or 460%. The increase is primarily due to $382,000 related to new convertible debt for core operations along with interest expense for Dotcom Ventures and Veloce which was not present for the six months ended June 30, 2026.
Current report
Interest Income. Interest income for the six months ended June 30, 2026 was $13,000, compared to interest income of $212,000 for the six months ended June 30, 2025, a decrease of $199,000 or (94%). Interest income for the six months ended June 30, 2025 included a catch-up entry recorded on the note receivable.
Current report
Net cash used in operating activities was $10.4 million for the six months ended June 30, 2026, compared to net cash used in operating activities of $1.0 million for the six months ended June 30, 2025. The increase came mainly from two items tied to cleaning up the Company’s balance sheet, not from weaker results in the underlying business. We reduced accrued and other expenses by $3.6 million, compared to an increase of $0.7 million for the six months ended June 30, 2025. Additionally the six months ended June 30, 2026 includes a $4.8 million non-cash write-off of time-barred accounts payable. That write-off reduced our liabilities and our net loss, but because it resulted in a reduction to liabilities, it is reported as a use of cash when calculating operating cash flow.
Removed paragraphs (12)
Previous report
Revenue. Revenue for the three months ended March 31, 2026 was $1.201 million, an increase of $977,000 or 437%, compared to revenue of $224,000 for the three months ended March 31, 2025. Revenue from the TinBu, Global Gaming, and Sports Media subsidiaries was lower by $45,000, $36,000, and $39,000 respectively, for the three months ended March 31, 2026 than for the three months ended March 31, 2025. Accordingly, the increase is due to revenue for Veloce from the acquisition date of February 17, 2026 through March 31, 2026, which was not present in the first quarter of 2025.
Previous report
Cost of Revenue. Cost of revenue consists primarily of the direct costs incurred in generating the Company’s digital media, advertising, and data services revenue, together with the direct costs associated with its interactive gaming operations. These costs include content creation and media production expenses, talent and rights-related costs, advertising fulfilment costs, revenue-sharing arrangements, data acquisition costs, platform hosting and technology expenses, payment processing fees, affiliate commissions, and payments to gaming partners and lottery providers, as applicable. Cost of revenue for the three months ended March 31, 2026 was $869,000, an increase of $707,000, or 435%, compared to cost of revenue of $162,000 for the three months ended March 31, 2025. Cost of revenue for the TinBu and Sports Media subsidiaries was essentially the same, legacy core operations was lower by $21,000, and Global Gaming and Dotcom Ventures were each higher by $5,000 for the three months ended March 31, 2026 than for the three months ended March 31, 2025. The primary reason for the increase is due to cost of revenue for Veloce from the acquisition date of February 17, 2026 through March 31, 2026 which was not present in the first quarter of 2025.
Previous report
Gross Profit. Gross profit for the three months ended March 31, 2026 was $332,000 compared to $61,000 for the three months ended March 31, 2025, an increase of $270,000 or 440%. Gross profit for the TinBu, Global Gaming, and Sports Media subsidiaries was lower by $44,000, $42,000, and $41,000, respectively. Accordingly, the increase in gross margin is related to the inclusion of Veloce from the acquisition date of February 17, 2026 through March 31, 2026, which was not present in the first quarter of 2025.
Previous report
Operating expenses for the three months ended March 31, 2026 were $5.5 million, an increase of $2.1 million or 61%, compared to $3.4 million for the three months ended March 31, 2025. The increase was primarily driven by increases of $337,000 in personnel costs, $1.2 million in professional fees and $323,000 in general and administrative expenses accompanied with an increase of $208,000 in depreciation and amortization. Reasons for these decreases are described below.
Previous report
Personnel Costs. Personnel costs were $1.0 million for the three months ended March 31, 2026, an increase of $336,000 or 49% from $687,000 for the three months ended March 31, 2025. Personnel costs for: TinBu were lower by $50,000, core operations lower by $165,000, Dotcom Ventures higher by $82,000. Decreases for TinBu and core operations were partially offset by the increase for Dotcom Ventures which was due to hiring in February of 2026. The increase is due to the inclusion of Dotcom Ventures (February 1 through March 31) and Veloce from the acquisition date of February 17 through March 31, neither of which was present in the first quarter of 2025.
Previous report
Professional Fees. Professional fees increased by $1.2 million or 113%, from $1.1 million for the three months ended March 31, 2025 to $2.3 million for the three months ended March 31, 2026. Professional fees for Sports Media were $123,000 higher and for core operations $971,000 higher. The increase for Sports Media was due to an increase in consulting fees and for core operations was due to higher expenses for investor relations and outside legal services. In addition, professional fees of $135,000 incurred by Veloce from the acquisition date of February 17 through March 31, were not present in the first quarter of 2025.
Previous report
General and Administrative. General and administrative expenses were $1.1 million for the three months ended March 31, 2026, an increase of $323,000 or 44% from $739,000 for the three months ended March 31, 2025. General and administrative expenses for Global Gaming were higher by $60,000 whereas increases and decreases for existing core operations and other subsidiaries essentially offset for the three months ended March 31, 2026 as compared with the three months ended March 31, 2025. The remaining increase was due to inclusion of Veloce from the acquisition date of February 17 through March 31 which was not present in the first quarter of 2025.
Previous report
*Depreciation and Amortization.*Depreciation and amortization increased $208,000, or 23%, from $895,000 for the three months ended March 31, 2025 to $1.1 million for the three months ended March 31, 2026. Amortization expense related to intangible assets of Global Gaming was approximately $138,000 lower due to the error correction and restatement described in Note 3. Amortization of intangible assets for Dotcom Ventures during the three months ended March 31, 2026 of $111,000 was not present in the three months ended March 31, 2025. In addition, amortization and depreciation expenses of $262,000 for Veloce from the acquisition date of February 17 through March 31 were not present in the first quarter of 2025.
Previous report
Interest Expense. During the three months ended March 31, 2026, the Company recorded interest expense of $397,000, an increase of 325,000, or 453%, over March 31, 2025. Convertible debt balances were higher for the three months ended March 31, 2026 resulting in higher interest expense. In addition, interest expense of $$29,000 for DVI and $74,000 for Veloce was not present for the three months ended March 31, 2025.
Previous report
Interest income. During the three months ended March 31, 2026, the Company recorded interest income of $0, a decrease of 196,000 over the 196,000 reported for March 31, 2025. Interest income recorded in the three months ended March 31, 2025 was primarily a catch-up for accrued interest on notes receivable.
Previous report
Net cash used in operating activities was $8.3 million for the three months ended March 31, 2026, compared to net cash used in operating activities of $575,000 for the three months ended March 31, 2025. Primary reasons for the increase for the three months ended March 31, 2026 were a decrease to accrued liabilities by $3.3 million related to common stock granted in lieu of cash to settle accrued liabilities and the $2.7 million write-off of time barred accounts payable and accrued liabilities, both of which represent reductions to liabilities and are treated as a use of cash.
Reworded paragraphs (27)
Previous wording
The Company’s results of operations for the three months ended March 31, 2026 are not directly comparable to the corresponding prior-year period due to the acquisition of Veloce during the quarter and the matters described in the Explanatory Note, below under “Restatement of Previously Issued Financial Statements,” and in Note 3 to the condensed consolidated financial statements included in this Report, which affect the comparability of prior-period amounts presented in this Report. Accordingly, the Company’s consolidated results for the current period which include the operating results of Veloce from the acquisition date to the end of the quarter, which materially affected the composition of the Company’s revenues, expenses, and results of operations are not directly comparable to the same period for the previous year.
Current wording
The Company’s results of operations for the three and six months ended June 30, 2026 are not directly comparable to the corresponding prior-year periods due to the acquisition of Veloce on February 17, 2026 and the matters described in the Explanatory Note, below under “Restatement of Previously Issued Financial Statements,” and in Note 3 to the condensed consolidated financial statements included in this Report, which affect the comparability of prior-period amounts presented in this Report. Accordingly, the Company’s consolidated results for the current period which include the operating results of Veloce from the acquisition date through June 30, 2026, which materially affected the composition of the Company’s revenues, expenses, and results of operations are not directly comparable to the same periods of the previous year.
Previous wording
Following the cessation of certain legacy operations in 2022, the Company has been engaged in a phased operational restart. Current operations reflect a transition from a legacy model primarily dependent on lottery-based revenue toward a more diversified platform across sports, entertainment, and gaming. As a result, period-over-period comparisons may not be indicative of underlying performance trends, as prior periods reflect a fundamentally different operating structure. For many components of the Company, current operating results are more closely aligned with early-stage platform development, integration of newly acquired or partnered assets, and the reestablishment of commercial activities. Veloce Media Group and its entities are early-stage growth companies with growing customer bases and revenue, operating a portfolio of digital media, esports, motorsports, and content brands that the Company estimates reach a combined global audience of approximately 500 million people across owned and partner digital and social media channels. Management believes this audience represents an opportunity to cross-promote and drive engagement across the Company’s broader portfolio, including Sports.com, Concerts.com, and Lottery.com.
Current wording
Following the cessation of certain legacy operations in 2022, the Company has been engaged in a phased operational restart. Current operations reflect a transition from a legacy model primarily dependent on lottery-based revenue toward a more diversified platform across sports, entertainment, and gaming. As a result, period-over-period comparisons may not be indicative of underlying performance trends, as prior periods reflect a fundamentally different operating structure. For many components of the Company, current operating results are more closely aligned with early-stage platform development, integration of newly acquired or partnered assets, and the reestablishment of commercial activities. Veloce Media Group and its entities are early-stage growth companies with growing customer bases and revenue, operating a portfolio of digital media, esports, motorsports, and content brands that the Company estimates reach a combined global audience of approximately 500 million people across owned and partner provided digital and social media channels. Management believes this audience represents an opportunity to cross-promote and drive engagement across the Company’s broader portfolio, including Sports.com, Concerts.com, and Lottery.com.
Previous wording
On March 16, 2026, the Company entered into a Securities Purchase Agreement pursuant to which it agreed to issue unsecured convertible promissory notes in an aggregate principal amount of up to approximately $11.8 million, to be funded in multiple tranches. The initial tranche was funded upon execution, with subsequent tranches subject to customary conditions. This financing, along with other recent capital raises, has been vital in supporting the Company’s operational restart, funding strategic initiatives, and addressing obligations arising from Legacy Matters. However, such financings have resulted in, and may continue to result in, dilution to existing stockholders.
Current wording
On March 16, 2026, the Company entered into a Securities Purchase Agreement pursuant to which it agreed to issue unsecured convertible promissory notes in an aggregate principal amount of up to approximately $11.8 million, to be funded in multiple tranches. The initial tranche was funded upon execution, with subsequent tranches subject to customary conditions. This financing, along with other recent capital raises, has been vital in supporting the Company’s operational restart, funding strategic initiatives, and addressing obligations arising from Legacy Matters. On May 26, 2026, the Company also issued a $3.5 million unsecured convertible promissory note to Amorua Global, Inc. However, such financings have resulted in, and may continue to result in, dilution to existing stockholders.
Previous wording
Since 2022, much of management’s time has gone to stabilizing the business, remediating legacy problems, and restructuring operations. That work is not finished, and the restatement described in Note 3 is part of it. Management is now able to spend more of its time on running the operating businesses and building revenue. Revenue for the quarter was $1.2 million, nearly all of it from Veloce since February 17, 2026, and the Company still depends on outside financing to fund its operations. The changes in how the Company operates include:
Current wording
Since 2022, much of management’s time has gone to stabilizing the business, remediating legacy problems, and restructuring operations. That work is not finished, and the restatement described in Note 3 is part of it. Management is now able to spend more of its time on running the operating businesses and building revenue. Revenue for the six months ended June 30, 2026 was $4.4 million, with most of it from Veloce since February 17, 2026, and the Company still depends on outside financing to fund its operations. The changes in how the Company operates include:
Previous wording
This operational progress reflects positive momentum but is separate from the Legacy Matters described in this section, including the restatement described in Note 3, which remain active and, in the case of the restatement, remain unresolved pending the amendment of the Company’s previously filed Annual Reports on Form 10-K for the years ended December 31, 2021 through December 31, 2025 and Quarterly Reports on Form 10-Q for the quarters within that period. While risks remain, including liquidity constraints, execution risk associated with integrating new platforms, and the matters described above and in Part I, Item 4, and Part II, Item 1A, management believes the Company’s current operations are better organized than they were in 2022,
Current wording
This operational progress is separate from the Legacy Matters described in this section, including the restatement described in Note 3, which remain active and, in the case of the restatement, remain unresolved pending the amendment of the Company’s previously filed Annual Reports on Form 10-K for the years ended December 31, 2021 through December 31, 2025 and Quarterly Reports on Form 10-Q for the quarters within that period. While risks remain, including liquidity constraints, execution risk associated with integrating new platforms, and the matters described above and in Part I, Item 4, and Part II, Item 1A, management believes the Company’s current operations are better organized than they were in 2022, with revenue-generating businesses in place and management’s attention shifting from remediation to running those businesses. There can be no assurance, however, that these changes will result in profitable operations or reduce the Company’s need for outside financing.
Previous wording
During the three months ended March 31, 2026, the Company generated revenue from digital media and advertising services, data services, and gaming operations. The acquisition of Veloce during the quarter expanded the Company’s operations to include digital media businesses whose operating results have been included in the Company’s consolidated financial statements beginning on the acquisition date which was February 17, 2026.
Current wording
During the three and six months ended June 30, 2026, the Company generated revenue from digital media and advertising services, data services, and gaming operations. The acquisition of Veloce on February 17, 2026 expanded the Company’s operations to include digital media businesses whose operating results have been included in the Company’s consolidated financial statements beginning on the acquisition date which was February 17, 2026.
Previous wording
During the three months ended March 31, 2026, the acquisition of Veloce materially changed the Company’s operations by adding digital media and advertising revenues beginning on the acquisition date. Revenue from these operations is affected by advertising demand, sponsorship activity, content production schedules, audience engagement across digital platforms, and the timing of commercial campaigns. Advertising revenue may also fluctuate due to seasonal spending patterns and broader economic conditions that affect marketing budgets.
Current wording
The acquisition of Veloce on February 17, 2026 materially changed the Company’s operations by adding digital media and advertising revenues beginning on the acquisition date. Revenue from these operations is affected by advertising demand, sponsorship activity, content production schedules, audience engagement across digital platforms, and the timing of commercial campaigns. Advertising revenue may also fluctuate due to seasonal spending patterns and broader economic conditions that affect marketing budgets.
Previous wording
The acquisition of Veloce during the quarter materially affected the comparability of the Company’s results of operations with prior periods. Accordingly, period-to-period comparisons should be considered in light of the inclusion of Veloce’s operating results from the acquisition date of February 17, 2026 through the end of the quarter. Veloce continues to operate as a standalone business following the acquisition, and the Company does not currently intend to integrate Veloce’s operations with its other business lines. The Company has established financial reporting, governance, and oversight processes to incorporate Veloce into the Company’s consolidated financial statements and internal control environment, and expects costs associated with these processes to continue during 2026.
Current wording
The acquisition of Veloce in February 2026 materially affected the comparability of the Company’s results of operations with prior periods. Accordingly, period-to-period comparisons should be considered in light of the inclusion of Veloce’s operating results from the acquisition date of February 17, 2026 through June 30, 2026. Veloce continues to operate as a standalone business following the acquisition, and the Company does not currently intend to integrate Veloce’s operations with its other business lines. The Company has established financial reporting, governance, and oversight processes to incorporate Veloce into the Company’s consolidated financial statements and internal control environment, and expects costs associated with these processes to continue during 2026.
Previous wording
Subsequent to March 31, 2026, the Company became delinquent in filing certain periodic reports with the SEC. As a result, the Company experienced limitations on certain financing alternatives available to reporting companies in good standing and incurred additional costs associated with completing its financial reporting obligations and regaining compliance with applicable reporting requirements. Management continues to evaluate financing alternatives while prioritizing available capital toward operating activities of its high-growth potential businesses, integration of acquired businesses, and initiatives intended to support revenue generation.
Current wording
During 2026, the Company became delinquent in filing certain periodic reports with the SEC. As a result, the Company experienced limitations on certain financing alternatives available to reporting companies in good standing and incurred additional costs associated with completing its financial reporting obligations and regaining compliance with applicable reporting requirements. Management continues to evaluate financing alternatives while prioritizing available capital toward operating activities of its high-growth potential businesses, integration of acquired businesses, and initiatives intended to support revenue generation.
Previous wording
During the current reporting period and thereafter, the Company has continued to enhance its financial reporting processes, internal controls, and corporate governance practices. The Company also completed work necessary to determine amounts and prepare for restatement of previously issued financial statements as announced in an 8-K filed on October 8, 2026. These activities have required and are expected to continue requiring significant management attention and guidance from professional resources and have increased operating expenses during the first quarter of 2026. Expenses incurred to date and expected to be incurred in connection with amended and restated filings of financial statements have not been and are not expected to become material. The Company does anticipate additional expenses in the fourth quarter for implementation of enhancements to processes and tools and completing the restatement described in Note 3.
Current wording
During the current reporting period and thereafter, the Company has continued to enhance its financial reporting processes, internal controls, and corporate governance practices. The Company also completed work necessary to determine amounts and prepare for restatement of previously issued financial statements as announced in an 8-K filed on October 8, 2026. These activities have required and are expected to continue requiring significant management attention and guidance from professional resources and have increased operating expenses during the first half of 2026. Expenses incurred to date and expected to be incurred in connection with amended and restated filings of financial statements have not been and are not expected to become material. The Company does anticipate additional expenses in the fourth quarter for implementation of enhancements to processes and tools and completing the restatement described in Note 3.
Previous wording
As a result of the acquisition of Veloce during the three months ended March 31, 2026, the Company’s operating plan is increasingly focused on supporting the growth of its digital media and advertising businesses while continuing to operate and expand its gaming and data services businesses.
Current wording
As a result of the acquisition of Veloce in February 2026, the Company’s operating plan is increasingly focused on supporting the growth of its digital media and advertising businesses while continuing to operate and expand its gaming and data services businesses.
Previous wording
On June 10, 2025, the Company entered into an Amended Stock Purchase Agreement with the shareholders of Nook Holdings Limited (“Nook”), a private limited company incorporated and registered in the Abu Dhabi Global Market, Abu Dhabi, United Arab Emirates, pursuant to which the Company agreed to acquire a 90% interest in Nook for a total purchase price of approximately $2.46 million. As of the date of this Report, the Company has paid$1,520,000 of the purchase price. The transaction has not yet closed. The Company anticipates closing when it determines the timing is right for the Company, though it can provide no assurance as to the timing of closing, or that the transaction will be completed on the terms described above, or at all. The payment is reported in “Other current assets” on the Company’s balance sheet. If the transaction does not close, the deposits would be refunded.
Current wording
On June 10, 2025, the Company entered into an Amended Stock Purchase Agreement with the shareholders of Nook Holdings Limited (“Nook”), a private limited company incorporated and registered in the Abu Dhabi Global Market, Abu Dhabi, United Arab Emirates, pursuant to which the Company agreed to acquire a 90% interest in Nook for a total purchase price of approximately $2.46 million. As of the date of this Report, the Company has paid $1,520,000 of the purchase price. The transaction has not yet closed. The Company anticipates closing when it determines the timing is right for the Company, though it can provide no assurance as to the timing of closing, or that the transaction will be completed on the terms described above, or at all. The payment is reported in “Other current assets” on the Company’s balance sheet. If the transaction does not close, the deposits would be refunded.
Previous wording
Subsequent to the period covered by this Report, on April 28, 2026, the Company entered into a technology partnership with Polymarket to power Sports.com Predict, the Company’s sports prediction market platform, ahead of the 2026 FIFA World Cup. Under the arrangement, the Company and Polymarket participate in a transaction-based revenue share on trades executed through the platform.
Current wording
On April 28, 2026, the Company entered into a technology partnership with Polymarket to power Sports.com Predict, the Company’s sports prediction market platform, ahead of the 2026 FIFA World Cup. Under the arrangement, the Company and Polymarket participate in a transaction-based revenue share on trades executed through the platform.
Previous wording
Also subsequent to the period covered by this Report, following a phased, waitlist-based rollout, Sports.com Predict moved to full public access, in jurisdictions where such access is currently permitted, on July 22, 2026, at which time the platform’s catalog expanded to 1,195 prediction markets across 18 additional sports categories. Sports.com Predict generates revenue from transaction fees associated with user activity on the platform. Management believes this transaction-based structure has the potential to become a recurring, scalable revenue stream that grows with platform usage, and the Company intends to continue expanding market and category coverage over time, subject to user demand, platform performance, and applicable regulatory requirements in each jurisdiction, which vary and may change. There can be no assurance that the Company will obtain and maintain the necessary regulatory approvals for Sports.com Predict, that user engagement will result in the anticipated transaction volume, or that this offering will achieve its intended commercial benefits.
Current wording
Subsequent to the period covered by this Report, following a phased, waitlist-based rollout, Sports.com Predict moved to full public access on July 22, 2026, in jurisdictions where such access is permitted. At that time the platform’s catalog expanded to 1,195 prediction markets across 18 additional sports categories.
Previous wording
Also subsequent to the period covered by this Report, on July 20, 2026, the Company announced its first partner under this affiliate model, International Gaming Alliance (“IGA”), pursuant to which IGA is expected to fund market entry, licensing, marketing, and customer acquisition costs for an initial group of markets across Latin America and Canada, while the Company retains brand and strategic oversight and deploys its proprietary technology platforms, including Spektrum, which the Company created in 2025 after acquiring the underlying assets from PlusEVO Ltd. In connection with this transition, the Company also plans to relaunch the Lottery.com website as an information and affiliate hub rather than a platform through which the Company offers gaming directly. As of the date of this report, IGA has funded development costs for the Lottery.com affiliate website and initiated processes to obtain licenses to operate in multiple juristctions.
Current wording
Also subsequent to the period covered by this Report, on July 20, 2026, the Company announced its first partner under this affiliate model, International Gaming Alliance (“IGA”), pursuant to which IGA is expected to fund market entry, licensing, marketing, and customer acquisition costs for an initial group of markets across Latin America and Canada, while the Company retains brand and strategic oversight and deploys its proprietary technology platforms, including Spektrum, which the Company created in 2025 after acquiring the underlying assets from PlusEVO Ltd. In connection with this transition, the Company also plans to relaunch the Lottery.com website as an information and affiliate hub rather than a platform through which the Company offers gaming directly. As of the date of this report, IGA has funded development costs for the Lottery.com affiliate website and initiated processes to obtain licenses to operate in multiple jurisdictions.
Previous wording
The following table summarizes our results of operations for the three months ended March 31, 2026 and March 31, 2025, respectively.
Current wording
The following table summarizes our results of operations for the three months ended June 30, 2026 and 2025.
Previous wording
Other Expense. Other expense for the three months ended March 31, 2026 was $1.0 million, an increase of $1 million or 2,063% from 0 for the three months ended March 31, 2025. the increase for the three months ended March 31, 2026 is related to waiver and consent fees, forbearance fees paid to lenders for extensions of maturity dates, and miscellaneous other expenses for core operations. In addition, Veloce incurred $37,000 of Other expense between the acquisition date and March 31, 2026.
Current wording
Other Expense. Other expense for the six months ended June 30, 2026 was $1.0 million, compared to other expense, of ($11,000) for the six months ended June 30, 2025, an increase of $1.03 million or 9,338%. The increase for the six months ended June 30, 2026 is related to waiver and consent fees, forbearance fees paid to lenders for extensions of maturity dates of notes, and miscellaneous other expenses for core operations. In addition, Dotcom Ventures and Veloce incurred Other expense which were not present for the six months ended June 30, 2025.
Previous wording
Other Income. Other income for the three months ended March 31, 2026 was $3.0 million, an increase of $3.0 million or 4,611%, from $65,000 for the three months ended March 31, 2025. The increase is primarily due to write-offs of accounts payable and accrued liabilities that had been included in the Company’s accounting records longer than the statute of limitations for them. Because the statute of limitations has expired, those debts are now time-barred, and the creditors can no longer use the legal system to enforce or compel payment. During the three months ended March 31, 2026, the Company recorded accounting entries to reduce accounts payable and accrued liabilities with the other side of those entries recorded as other income.
Current wording
Other Income. Other income for the six months ended June 30, 2026 was $5.9 million, compared to other income, of $78,000 for the six months ended June 30, 2025, an increase of $5.8 million or 7,453%. The increase is primarily due to write-offs of accounts payable and accrued liabilities that had been included in the Company’s accounting records longer than the statute of limitations for them. Because the statute of limitations has expired, those debts are now time-barred, and the creditors can no longer use the legal system to enforce or compel payment. During the six months ended June 30, 2026, the Company recorded accounting entries to reduce accounts payable and accrued liabilities with the other side of those entries recorded as other income.
Previous wording
In March 2026, the Company entered into a Securities Purchase Agreement providing for the issuance of unsecured convertible promissory notes. And subsequent to the end of this reporting period, the Company entered an additional funding Agreement. These financing arrangements are intended to provide working capital, support the Company’s liquidity, and fund operating activities, acquisition-related obligations, strategic initiatives, and other general corporate purposes. The Company’s future liquidity will continue to depend on cash flows generated by its operating businesses, the availability of external financing, and prudent management of operating expenditures and capital resources.
Current wording
In March 2026 and May 2026, the Company entered into Securities Purchase Agreements providing for the issuance of unsecured convertible promissory notes. These financing arrangements are intended to provide working capital, support the Company’s liquidity, and fund operating activities, acquisition-related obligations, strategic initiatives, and other general corporate purposes. The Company’s future liquidity will continue to depend on cash flows generated by its operating businesses, the availability of external financing, and prudent management of operating expenditures and capital resources.
Previous wording
Management continues to evaluate a variety of financing alternatives, including debt financings, equity financings, strategic partnerships, and other capital sources. The timing, availability, and terms of any future financing will depend on several factors, including market conditions, the Company’s operating performance, capital requirements, and the status of its periodic reporting obligations under the Securities Exchange Act of 1934.
Current wording
Management continues to evaluate a variety of financing alternatives, including debt and equity financing, strategic partnerships, and other capital sources. The timing, availability, and terms of any future financing will depend on several factors, including market conditions, the Company’s operating performance, capital requirements, and the status of its periodic reporting obligations under the Securities Exchange Act of 1934.
Previous wording
As discussed elsewhere in this Report, delays in the Company’s periodic reporting affected the availability of certain financing alternatives during the period following March 31, 2026. Management is working to restore compliance with its periodic reporting obligations and regain timely reporting status, which management expects will expand the financing alternatives available to the Company. There can be no assurance that additional financing will be available when needed or, if available, on terms acceptable to the Company, or at all.
Current wording
As discussed elsewhere in this Report, delays in the Company’s periodic reporting have affected the availability of certain financing alternatives during 2026. Management is working to restore compliance with its periodic reporting obligations and regain timely reporting status, which management expects will expand the financing alternatives available to the Company. There can be no assurance that additional financing will be available when needed or, if available, on terms acceptable to the Company, or at all.
Previous wording
Management generally prioritizes investments and strategic transactions that it believes can be supported by available capital resources or committed financing and that are expected to contribute to the Company’s operating objectives. Capital allocation decisions are continually evaluated in light of market conditions, available liquidity, strategic priorities, anticipated financial returns, and the Company’s overall operating and financial objectives.
Current wording
Management generally prioritizes investments and strategic transactions that it believes can be supported by available capital resources or committed financing, and which are expected to contribute to the Company’s operating objectives. Capital allocation decisions are continually evaluated in light of market conditions, available liquidity, strategic priorities, anticipated financial returns, and the Company’s overall operating and financial objectives.
Previous wording
The Company’s operating strategy remains dependent upon continued access to capital. During the three months ended March 31, 2026, the Company continued to execute its strategy through strategic acquisitions, investments in revenue-generating businesses, and capital raising activities. Management expects that additional capital resources may be required to support future operating activities, strategic investments, acquisition-related obligations, and other corporate initiatives.
Current wording
The Company’s operating strategy remains dependent upon continued access to capital. During the six months ended June 30, 2026, the Company continued to execute its strategy through strategic acquisitions, investments in revenue-generating businesses, and capital raising activities. Management expects that additional capital resources may be required to support future operating activities, strategic investments, acquisition-related obligations, and other corporate initiatives.
Previous wording
Net cash used in investing activities during the three months ended March 31, 2026 was $8,400, compared to cash provided by investing activities $250,000 for the prior year. Cash used in the first three months of 2026 was for purchases of property and equipment whereas cash provided by investing activities was from the collection of a note receivable at maturity.
Current wording
Net cash provided by investing activities was $15,000 for the six months ended June 30, 2026, compared to net cash used in investing activities of $608,000 for the six months ended June 30, 2025. Cash used in investing activities for the six months ended June 30, 2026 was from the disposal of property and equipment and for the six months ended June 30, 2025 cash used in investing activities was related to payments made as deposits for acquisitions.
Previous wording
Net cash provided by financing activities was $7.3 million for the three months ended March 31, 2026, compared to net cash provided of $697,000 for the three months ended March 31, 2025 for an increase of $6.6 million. For the three months ended March 31, 2026 there was an increase of $2.1 million from issuance of convertible debt, along with increases of : $1.6 million from shares of common stock sold under the stock purchase agreement, $1.7 million from a direct placement, and $1.2 million for sales of shares of common stock to public investors, as compared with the same period for the prior year.
Current wording
Net cash provided by financing activities was $9.6 million for the six months ended June 30, 2026, compared to net cash provided by financing activities of $1.9 million for the six months ended June 30, 2025. Proceeds from: the stock purchase agreement were roughly the same for each year; from issuance of convertible notes were $3.4 million higher, from direct placements $1.7 million higher and from sales of shares to public investors $2.4 million higher for the six months ended June 30, 2026 than for the six months ended June 30, 2025.
Previous wording
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can choose not to take advantage of the extended transition period and comply with the requirements that apply to non-emerging growth companies, and any such election to not take advantage of the extended transition period is irrevocable. We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, and have elected to take advantage of the benefits of this extended transition period. We expect to remain an emerging growth company through the end of the 2026 fiscal year and we expect to continue to take advantage of the benefits of the extended transition period. This may make it difficult or impossible to compare the financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions for emerging growth companies because of the potential differences in accounting standards used.
Current wording
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can choose not to take advantage of the extended transition period and comply with the requirements that apply to non-emerging growth companies, and any such election to not take advantage of the extended transition period is irrevocable. We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, and have elected to take advantage of the benefits of this extended transition period. We expect to remain an emerging growth company through the end of 2026 and we expect to continue to take advantage of the benefits of the extended transition period. This may make it difficult or impossible to compare the financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions for emerging growth companies because of the potential differences in accounting standards used.
Previous wording
Income taxes for the three months ended March 31, 2026 or the year ended December 31, 2025 were not a significant component of the Company’s results of operations. The Company has incurred cumulative losses and maintains a full valuation allowance against its deferred tax assets. As a result, no material income tax expense or benefit has been recognized.
Current wording
Income taxes for the three and six months ended June 30, 2026 and the year ended December 31, 2025 were not a significant component of the Company’s results of operations. The Company has incurred cumulative losses and maintains a full valuation allowance against its deferred tax assets. As a result, no material income tax expense or benefit has been recognized.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
Other Income. Other income for the three months ended June 30, 2026 was $2.8 million, compared to other income of $13,000 for the three months ended June 30, 2025. Substantially, allof this increase is related to write-offs of accounts payable and accrued liabilities that had been included in the Company’s accounting records longer than the statute of limitations for them. Because the statute of limitations has expired, those debts are now time-barred, and the creditors can no longer use the legal system to enforce or compel payment. During the three months ended June 30, 2026, the Company recorded accounting entries to reduce accounts payable and accrued liabilities with the other side of those entries recorded as other income
Current report — wording carried from elsewhere
The following table summarizes our results of operations for the six months ended June 30, 2026 and 2025.