Sports Entertainment Gaming Global Corp

THREE AND SIX MONTHS ENDED JUNE 30, 2026

Note 1. Nature of Operations

Sports Entertainment Gaming Global Corporation (“SEGG” or the “Company”), doing business as SEGG Media, is a Delaware corporation originally incorporated on March 17, 2016 as Trident Acquisitions Corp. (“Trident”). On October 29, 2021, the Trident completed a business combination with AutoLotto, Inc. (“AutoLotto”), which became its primary operating subsidiary and the Company was renamed Lottery.com Inc. In July 2022, the Company substantially curtailed its operations due to liquidity constraints and subsequently undertook a restructuring of its business. While operations of the lottery business in the United States were halted, respective subsidiaries, providing data services, and lottery activities in Mexico continued to operate. Since that time, the Company has reestablished certain operations, completed strategic acquisitions, expanded its portfolio of operating businesses, and continued implementing initiatives designed to strengthen its financial reporting processes and corporate governance framework.

Effective January 27, 2026, the Company changed its corporate name from Lottery.com Inc. to Sports Entertainment Gaming Global Corporation to reflect the Company’s expanded business activities across sports, entertainment, media, gaming, and technology. Following the acquisition of Veloce Esports Limited, a company organized under the laws of England and Wales and doing business as Veloce Media Group, as reported in an 8-K dated February 17, 2026, the Company currently operates a diversified portfolio of businesses spanning digital media, sports, entertainment, gaming and technology.

Veloce Media Group, which consists of Veloce eSports, Quadrant, and Veloce Racing, is a digital media business focused on sports, motorsports, gaming, and entertainment that generates revenue through digital advertising, sponsorships, commercial partnerships, platform monetization, content production and licensing, as well as sales of branded merchandise, talent management, and related media activities (“Veloce”). While benefiting from the Company’s broader strategic, commercial and capital allocation initiatives, Veloce continues to operate as a standalone business within the Company’s portfolio.

As previously noted, the accompanying condensed consolidated financial statements include the results of Veloce only from the February 17, 2026 acquisition date.

Following the Veloce acquisition, the Company conducts its operations through the following principal business activities:

Polymarket Technology Partnership

On April 28, 2026, the Company entered into a technology partnership and integration agreement with Polymarket to exclusively 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.See Part I, Item 2, “Current Plan of Operations - Sports.com Predict.” Unless earlier terminated in accordance with its terms, the agreement remains in effect through June 30, 2029.

Regulatory Environment

The Company operates in industries that are subject to a variety of federal, state, local, and international laws and regulations. Certain of the Company’s operations, including its lottery and gaming activities, are subject to licensing, regulatory oversight, and other legal requirements in the jurisdictions in which they operate. In addition, the Company’s businesses are subject to laws and regulations relating to advertising, consumer protection, data privacy, intellectual property, artificial intelligence, information security, e-commerce, employment, and other matters applicable to digital media and technology businesses.

The Company’s operations span multiple jurisdictions, and changes in applicable laws, regulations, licensing requirements, or governmental policies may affect the manner in which certain of its businesses are conducted. Management monitors applicable legal and regulatory developments and modifies the Company’s operations as appropriate to maintain compliance with applicable requirements.

Note 2. Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete annual financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026 or any other period. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes for the year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K, as such statements will be amended as described in Note 3, Restatement of Previously Issued Financial Statements. As described in Note 3, the comparative prior-period amounts presented in these condensed consolidated financial statements reflect the correction of the errors described in Note 3 and may differ from amounts previously reported for the same periods.

The Company has effected three reverse stock splits of its common stock: a 1-for-20 reverse stock split effective August 9, 2023, a 1-for-10 reverse stock split effective August 28, 2025, and a 1-for-7 reverse stock split effective July 31, 2026 (collectively, the “Reverse Stock Splits”). All share and per-share amounts in these condensed consolidated financial statements and the accompanying notes have been retroactively adjusted to reflect the Reverse Stock Splits for all periods presented. These amounts include shares outstanding, weighted average shares, net loss per share, and the number of shares issuable under, and the exercise or conversion prices of, outstanding warrants, options and convertible instruments. The Reverse Stock Splits did not change the par value of the common stock ($0.001 per share) or the number of authorized shares.

Going Concern

The accompanying consolidated financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and classification of liabilities and commitments in the normal course of business. The accompanying consolidated financial statements do not reflect any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classifications of liabilities that might result if the Company is unable to continue as a going concern.

Pursuant to the requirements of the Financial Accounting Standards Board’s ASC Topic 205-40, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, management must evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date these financial statements are issued. This evaluation does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented or are not within control of the Company as of the date the financial statements are issued. When substantial doubt exists under this methodology, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about the Company’s ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued.

In July 2022, the Company substantially curtailed its operations. Subsequently, the Company has reestablished operations, completed strategic acquisitions, and expanded its portfolio of operating businesses. The Company has experienced recurring net losses and negative cash flows from operations and has an accumulated deficit of approximately $292.8 million on June 30, 2026. For the six months ended June 30, 2026, which included results of operations for Veloce from the acquisition on February 17 through June 30, the Company incurred a net loss of $6.0 million. For the year ended December 31, 2025, the Company reported a net loss of $19.7 million. The Company anticipates additional operating losses for the next twelve months.

The Company has historically funded its activities almost exclusively from debt and equity financing. Management’s plans in order to meet its operating cash flow requirements include financing activities such as private placements of its common stock, preferred stock offerings, and issuances of debt and convertible debt. Management believes that it will be able to continue to raise funds by sale of its securities or by issuing convertible debt obligations to provide the additional cash needed to meet the Company’s obligations as they become due. Despite the Company’s historical record for funding activities from debt and equity financing and Management’s belief that it will be able to continue to raise funds from similar activities, in accordance with ASC 205-40, management must evaluate whether conditions and events, considered in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. As such, Management concluded that substantial doubt exists.

Impact of Trident Acquisitions Corp. Business Combination

We accounted for the October 29, 2021 Business Combination as a standard Special Purpose Acquisition Company (SPAC) transaction reverse recapitalization whereby AutoLotto was determined as the accounting acquirer and Trident Acquisitions Corp. (“Trident”) as the accounting acquiree. This determination was primarily based on:

Accordingly, the Business Combination was treated as the equivalent of AutoLotto issuing stock for the net assets of Trident, accompanied by a recapitalization. The net assets of Trident are stated at historical cost, with no goodwill or other intangible assets recorded.

While Trident was the legal acquirer in the Business Combination, because AutoLotto was determined as the accounting acquirer, the historical financial statements of AutoLotto became the historical financial statements of the combined company, upon the consummation of the Business Combination. As a result, the financial statements included in the accompanying consolidated financial statements reflect (i) the historical operating results of AutoLotto prior to the Business Combination; (ii) the combined results of the Company and AutoLotto following the closing of the Business Combination; (iii) the assets and liabilities of AutoLotto at their historical cost; and (iv) the Company’s equity structure for all periods presented.

In connection with the Business Combination transaction, we have converted the equity structure for the periods prior to the Business Combination to reflect the number of shares of the Company’s common stock issued to AutoLotto’s stockholders in connection with the recapitalization transaction. As such, the shares, corresponding capital amounts and earnings per share, as applicable, related to AutoLotto convertible preferred stock and common stock prior to the Business Combination have been retroactively converted by applying the exchange ratio established in the Business Combination.

Non-controlling Interest

Non-controlling interest represents the proportionate minority ownership of Aganar and JuegaLotto, Dotcom Ventures, and Veloce, held by minority members and reflects their capital investments as well as their proportionate interest in subsidiary income or losses and other changes in members’ equity, including translation adjustments.

Segment Reporting

Operating segments are defined as components of an enterprise for which discrete financial information is available and is regularly reviewed by the Company’s chief operating decision maker (“CODM”) to allocate resources and assess performance in accordance with ASC 280 – Segment Reporting. We determined that our Chief Financial Officer is the Chief Operating Decision Maker (“CODM”).

Historically, the Company has operated as a single-reporting unit focused on its lottery and gaming platform, and its organizational structure, internal reporting systems, and resource allocation processes were aligned accordingly. As a result, the Company previously operated as one operating and reportable segment.

Following the Company’s strategic transformation and expansion into a broader sports, entertainment, and gaming ecosystem, including the development and monetization of Sports.com and related media, technology, and experiential assets, the Company is in the process of evolving its internal reporting structure to reflect these distinct business activities.

As of the reporting date, the CODM continues to evaluate financial performance and allocate resources on a consolidated basis; however, management is actively assessing whether the Company’s emerging business lines—principally gaming, sports media, and entertainment—meet the criteria for separate operating and reportable segments under ASC 280.

The Company expects that, as these business verticals continue to scale and discrete financial information becomes more routinely reviewed by the CODM, it may present disaggregated segment information in future filings.

Concentration of Credit Risks

Financial instruments that are potentially subject to concentrations of credit risk are primarily cash. Cash holdings are placed with major financial institutions deemed to be of high-credit-quality in order to limit credit exposure. The Company maintains deposits and may occasionally hold certificates of deposit with banks which may exceed the Federal Deposit Insurance Corporation (“FDIC”) insured limit and may from time to time have money in money market or other accounts which are not FDIC insured. In addition, deposits aggregating approximately $111,020 on October 8, 2026 were held in foreign banks. Management believes the risk of loss in connection with these accounts is minimal.

Use of Estimates

The preparation of the financial statements requires management to make estimates and assumptions to determine the reported amounts of assets, liabilities, revenue and expenses. Although management believes these estimates are reasonable, actual results could differ from these estimates. The Company evaluates its estimates on an ongoing basis and prepares its estimates on historical experience and other assumptions the Company believes to be reasonable under the circumstances.

Reclassifications

Certain balances have been reclassified in the accompanying consolidated financial statements to conform to presentation for the current year. These reclassifications had no effect on the balances of current or total assets or liabilities and prior year’s net loss or accumulated deficit.

Foreign currency translation

Assets and liabilities of subsidiaries operating outside the United States with a functional currency other than U.S. Dollars are translated into U.S. Dollars using end of period exchange rates. Sales, costs and expenses are translated at the average exchange rates in effect during the respective accounting period. For Global Gaming, translations are from Mexican Pesos [MXN] to U.S. Dollars. For Sports.com Media and Veloce translations are from British Pounds [GBP] to U.S. Dollars. Foreign currency translation gains and losses are included as a component of accumulated other comprehensive income (loss).

Solely for the convenience of the reader, U.S. dollar equivalents of British pound–denominated transactions are translated from British Pounds (£) to U.S. Dollars ($) at the rate of exchange as quoted by OFX on June 30, 2026 ($1=£0.7545) for balance sheet amounts and at the average rate of exchange during the period for income and expense amounts ($1=£0.7452). Examples, see related party loans and notes disclosed in Note 10, Notes Payable and Convertible Debt, and Note 15, Related Party Transactions.

Cash and Restricted Cash

As of June 30, 2026 and December 31, 2025, cash was comprised of cash deposits. From time-to-time cash deposits with some banks may exceed federally insured limits with the majority of cash held in one financial institution. Management believes all financial institutions holding its cash are of high credit quality and does not believe the Company is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships.

The Company hadno marketable securities as of June 30, 2026 and December 31, 2025.

Accounts Receivable

Historically, the Company, through its various merchant providers, pre-authorized forms of payment prior to the sale of digital representation of lottery games to minimize exposure to losses related to uncollected payments and did not extend credit to the user of the B2C Platform or the commercial partner of the B2B API, which are its customers, in the normal course of business. The Company estimates its bad debt exposure each period and records a bad debt provision for accounts receivable it believes it may not collect in full. In the fall of 2024, the Company completed a project whereby certain older items in accounts receivable for the TinBu subsidiary were offset against the allowance for uncollectible receivables, resulting in a reduction in the number of individual items in accounts receivable which were aged greater than 90 days and the total amount for those items. At the completion of this project, the balance in the allowance for uncollectible receivables on December 31, 2024 was $33,000.

In the Fall of 2025, the Company completed a similar project and offset older items in accounts receivable for the TinBu subsidiary against the allowance for uncollectible receivables. Approximately $55,000 representing individual items aged greater than 90 days was written off against the allowance leaving approximately $8,000 aged greater than 90 days in accounts receivable and reducing the allowance for uncollectable receivables to $0 at December 31, 2025. The Company increased its allowance for uncollectible receivables to $5,000 as of March 31, 2026 and subsequently increased it by an additional $15,000 resulting in a balance for the allowance of $20,000 as of June 30, 2026.

Credit Losses on Accounts Receivable and Contract Assets

The Company measures expected credit losses on its current accounts receivable and current contract assets in accordance with ASC Topic 326, Financial Instruments—Credit Losses. Effective January 1, 2026, the Company adopted ASU 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets, on a prospective basis. In connection with the adoption of this standard, the Company elected to apply the current-conditions practical expedient to all eligible short-term trade receivables and contract assets. Under this expedient, the Company measures the allowance for credit losses by assuming that economic conditions existing at the balance sheet date will remain constant over the remaining brief life of these assets. Accordingly, the Company is not required to develop or incorporate forward-looking macroeconomic forecasts into its credit loss model for these current assets. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements or opening retained earnings.

Inventory

In connection with the Company’s acquisition of Veloce on February 17, 2026*(see Note 4, Business Combination and Acquisitions)*, the Company’s consolidated balance sheet now includes inventory, held by Quadrant, a Veloce business that sells motorsports- and esports-related branded merchandise. Quadrant Esports Limited continues to operate as a standalone business following the acquisition; inventory has been incorporated into the Company’s consolidated financial reporting for GAAP consolidation purposes.

Inventory consists primarily of finished merchandise held for sale and is stated at the lower of cost or net realizable value, with cost determined using the FIFO accounting method. The Company reviews inventory for excess, slow-moving, or obsolete items and records a reserve when the carrying value exceeds estimated net realizable value.

As of June 30, 2026, inventory consisted of $226,227 in finished goods.

Prepaid Expenses [primarily] for Advertising Credits

Prepaid expenses consist primarily of payments made on contractual obligations for services to be consumed in future periods. The Company entered into an agreement with two third parties to provide advertising services and issued equity instruments as compensation for the advertising services (“Prepaid advertising credits”). The Company expenses the service as it is performed by the third parties. The value of the services provided have been used to value these contracts. For the year ended December 31, 2021 the Company reserved for potential inability to realize $2,000,000 of prepaid advertising credits in future periods. For the period ending December 31, 2024, the Company determined that an estimated $4,745,000 of prepaid advertising credits purchased during 2017 and 2018 might not be able to be fully utilized. As a result, the Company decreased prepaid expenses by $4,745,000 and increased its reserve for loss of prepaid advertising credits by $4,745,000 for the year ended December 31, 2024. Similarly, for the period ending December 31, 2025, the Company determined that an estimated $5,688,000 of prepaid advertising credits purchased during 2017 and 2018 might not be able to be fully utilized. As a result, the Company decreased prepaid expenses by $5,688,000 and increased its reserve for loss of prepaid advertising credits by $5,688,000 for the year ended December 31, 2025. Sponsorship fees paid in advance of the time period or the series of events covered by the agreement are recorded as prepaid sponsorship fees. The value of prepaid sponsorship fees at June 30, 2026 was $578,175. Prepaid expenses are included in current assets on the consolidated balance sheets. The Company had total remaining prepaid expenses of $9,505,690 and $8,634,275 as of June 30, 2026 and December 31, 2025, respectively.

Investments

On August 2, 2018, AutoLotto purchased 186,666 shares of Class A-1 common stock of a third-party business development partner representing 4% of the total outstanding shares of the company. As this investment resulted in less than 20% ownership, it was accounted for using the cost basis method.

Veloce eSports Ltd. owns an entity in RAK which is registered in Ras Al Khaimah. The entity, which is expected to be utilized for Veloce’s Web3 initiatives, and has had no operating activity to date, is also accounted for on the cost basis method.

Property and equipment, net

Property and equipment are stated at cost. Depreciation and amortization are generally computed using the straight-line method over estimated useful lives ranging from three tofive years. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the asset. Routine maintenance and repair costs are expensed as incurred. The costs of major additions, replacements and improvements are capitalized. Gains and losses realized on the sale or disposal of property and equipment are recognized or charged to other expense in the consolidated statement of operations.

Depreciation of property and equipment is computed using the straight-line method over the following estimated useful lives:

Leases

Right-of-use assets (“ROU assets”) represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Variable lease payments are not included in the calculation of the right-of-use asset and lease liability due to uncertainty of the payment amount and are recorded as lease expense in the period incurred. As most of the leases do not provide an implicit rate, the Company used its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Otherwise, the implicit rate was used when readily determinable. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

Under the available practical expedient, the Company accounts for the lease and non-lease components as a single lease component for all classes of underlying assets as both a lessee and lessor. Further, management elected a short-term lease exception policy on all classes of underlying assets, permitting the Company to not apply the recognition requirements of this standard to short-term leases (i.e. leases with terms of 12 months or less).

Internal Use Software Development and Digital Assets

Software development costs incurred internally to develop software programs and digital assets to be used solely to meet our internal needs and applications are capitalized once the preliminary project stage is complete and it is probable that the project will be completed and the software or digital asset will be used to perform the intended function. Additionally, we capitalize qualifying costs incurred for upgrades and enhancements to existing software and digital assets that result in additional functionality. Costs related to preliminary project planning activities, post-implementation activities, maintenance and minor modifications are expensed as incurred. Internal-use software and digital asset development costs are amortized on a straight-line basis over the estimated useful life of the software.

Goodwill and Other Intangible Assets

Goodwill represents the excess of the cost of assets acquired over the fair value of the net assets at the date of acquisition. Intangible assets represent the fair value of separately recognizable intangible assets acquired in connection with the Company’s business combinations. The Company evaluates its goodwill and other intangibles for impairment on an annual basis or whenever events or circumstances indicate that an impairment may have occurred in accordance with the provisions of ASC 350, “Goodwill and Other Intangible Assets”.

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606,Revenue from Contracts with Customers. Revenue is recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services.

The Company identifies the contract with the customer and the performance obligations contained in the contract, determines the transaction price, allocates the transaction price to the performance obligations based on their relative standalone selling prices, and recognizes revenue when, or as, each performance obligation is satisfied.

The Company’s principal sources of revenue include digital media and advertising services, sponsorships and commercial partnerships, content production and licensing, merchandise sales, lottery and gaming operations, and data services.

Digital Media, Advertising, Sponsorship and Platform Monetization Revenue

Digital media revenue is generated through advertising placements, sponsorship agreements, branded content, commercial partnerships, platform monetization, and other media-related services across the Company’s owned and operated digital platforms.

Advertising, sponsorship, and branded content revenues are generally recognized over time as advertising impressions are delivered, sponsorship rights are fulfilled, or contractual performance obligations are satisfied. Where performance obligations are satisfied at a point in time, revenue is recognized when control of the promised service transfers to the customer.

The Company also earns revenue from third-party digital platforms that monetize content based on audience engagement and other performance-based metrics, including advertising views, impressions, watch time, and similar measures. These arrangements generally include variable consideration. The Company estimates variable consideration using the expected amount or most likely amount method, as appropriate under the circumstances, and includes such amounts in the transaction price only to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Estimates are updated each reporting period as additional information becomes available.

Contracts containing multiple performance obligations are evaluated individually, and the transaction price is allocated to each performance obligation based on their relative standalone selling prices.

Content Production and Licensing

The Company generates revenue from the production, distribution, licensing, and commercialization of original digital content and other intellectual property.

Revenue from content production services is generally recognized over time as services are performed or at the point in time when the contracted deliverable has been completed and accepted by the customer, depending upon the terms of the underlying agreement.

Revenue from licensing intellectual property is recognized based on the nature of the license granted. Functional licenses are generally recognized at the point in time control transfers to the customer, while symbolic licenses that require the Company to support or maintain the underlying intellectual property throughout the license term are recognized over the contractual term.

Merchandise and Consumer Products

The Company generates revenue from the sale of branded merchandise, apparel, consumer products, and related products through owned and third-party sales channels.

Revenue is recognized at the point in time when control of the product transfers to the customer, which generally occurs upon shipment or delivery, depending upon the applicable contractual terms. The Company records estimates for product returns, discounts, and other variable consideration, where applicable, based on historical experience and expected future activity.

Lottery and Gaming Revenue

Lottery and gaming revenue primarily consists of lottery game sales and related gaming services.

The Company’s performance obligation is satisfied when the lottery game or other gaming product is delivered to the customer. Revenue is recognized at the point in time when control transfers to the customer.

Management evaluates each revenue stream to determine whether the Company acts as principal or agent in accordance with ASC 606. In making this determination, the Company considers, among other factors, whether it controls the specified good or service before transfer to the customer, is primarily responsible for fulfilling the promise to provide the good or service, bears inventory or fulfilment risk, and has discretion in establishing pricing. Where the Company concludes that it acts as principal; revenue is presented on a gross basis. Where the Company acts as an agent, revenue is presented on a net basis.

Data Services

Data services revenue is generated through subscription-based access to proprietary data, data licensing arrangements, and the sale of certain data products.

Subscription revenue is recognized ratably over the contractual subscription period as customers receive and consume the benefits of the service. Revenue associated with data delivered at a specific point in time is recognized upon delivery of the contracted data set to the customer.

Arrangements with Multiple Performance Obligations

Certain customer contracts contain multiple performance obligations. In these arrangements, the Company allocates the transaction price to each performance obligation based on its relative standalone selling price. Standalone selling prices are generally determined based on observable prices charged to customers for similar goods or services.

Deferred Revenue

Deferred revenue represents amounts billed or collected from customers in advance of the Company’s satisfaction of the related performance obligations and is recognized as revenue as those obligations are satisfied.

Payment terms vary depending upon the nature of the products or services that are provided and the terms negotiated with individual customers. The period between invoicing and payment is less than one year.

Contract Assets

The Company generally does not recognize contract assets because its rights to consideration are typically unconditional upon satisfying its performance obligations.

Taxes

Taxes assessed by governmental authorities that are both imposed on and concurrent with specific revenue-producing transactions, and that are collected from customers, are excluded from revenue.

Cost of Revenue

Cost of revenue consists primarily of the direct costs incurred in generating the Company’s digital media, advertising, sponsorship, platform monetization, content production, merchandise, data services, and gaming revenues. These costs include 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, as applicable. Cost of revenue is recognized in the period in which the related revenue is recognized or expected to be recognized, which may result in recording Deferred Costs in order to match them with recognition of related revenue. Variable costs, including revenue-sharing arrangements, platform monetization fees, commissions, and other direct costs, are recognized concurrently with the related revenue.

Stock-based Compensation

Effective October 1, 2019, the Company adopted ASU 2018-07,Compensation - “Stock Compensation (Topic 718): Improvements to Nonemployee Share-based Payment Accounting”(“ASC 718”), which addresses aspects of the accounting for nonemployee share-based payment transactions and accounts for share-based awards to employees in accordance with ASC 718,Stock Compensation. Under this guidance, stock compensation expense is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the estimated service period (generally the vesting period) on the straight-line attribute method.

Income Taxes

For both financial accounting and tax reporting purposes, the Company reports income and expenses based on the accrual method of accounting.

For federal and state income tax purposes, the Company reports income or loss from their investments in limited liability companies on the consolidated income tax returns. As such, all taxable income and available tax credits are passed from the limited liability companies to the individual members. It is the responsibility of the individual members to report the taxable income and tax credits, and to pay any resulting income taxes. Therefore, the income and losses incurred by the limited liability companies have been consolidated in the Company’s tax return and provision based upon its relative ownership.

Income taxes are accounted for in accordance with ASC 740, “Income Taxes” (“ASC 740”), using the asset and liability method. Under this method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which these temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided for those deferred tax assets for which it is more likely than not that the related benefit will not be realized.

The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (i) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position; and (ii) for those tax positions that meet the more likely than not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company’s policy is to recognize interest and penalties related to the underpayment of income taxes as a component of income tax expense or benefit. To date, there has been no interest or penalties charged in relation to the unrecognized tax benefits.

Generally, the taxing authorities can audit the previous three years of tax returns and in certain situations audit additional years. For federal tax purposes, based on filing dates, the Company’s 2020 through 2025 tax years generally remain open for examination by the tax authorities under the normal three-year statute of limitations. Similarly, for state tax purposes, based on filing dates, the Company’s 2020 through 2025 tax years remain open for examination by the tax authorities under the normal four-year statute of limitations.

Fair Value of Financial Instruments

The Company determines the fair value of its financial instruments in accordance with the provisions of ASC 820,Fair Value Measurements and Disclosures(“ASC 820”)*,*which establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below:

Determination of fair value and the resulting hierarchy requires the use of observable market data whenever available.

The classification of an asset or liability in the hierarchy is based upon the lowest level of input that is significant to the measurement of fair value.

Fair value of stock options and warrants

Management uses the customary Black-Scholes option-pricing model to calculate the fair value of stock options and warrants. Use of this method requires management to make assumptions and estimates about the expected life of options and warrants, anticipated forfeitures, the risk-free rate, and the volatility of the Company’s share price. In making these assumptions and estimates, management relies on historical market data.

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires enhanced disclosures regarding significant segment expenses and other segment items for entities that report segment information under ASC 280. The amendments do not change the definition of a segment, the method for determining reportable segments, or the criteria for aggregating operating segments. The Company adopted the annual disclosure requirements of ASU 2023-07 effective January 1, 2024, and adopted the interim disclosure requirements effective January 1, 2026. The adoption did not have a material impact on the Company’s consolidated financial statements, but required expanded segment disclosures, including in the interim periods covered by this Report.

Historically, the Company has operated as a single-reporting unit focused on its lottery and gaming platform, and its organizational structure, internal reporting systems, and resource allocation processes were aligned accordingly. As a result, the Company previously operated as one operating and reportable segment.

Following the Company’s strategic transformation and expansion into a broader sports, entertainment, and gaming ecosystem, including the development and monetization of Sports.com and related media, technology, and experiential assets, the Company is in the process of evolving its internal reporting structure to reflect these distinct business activities.

As of the reporting date, the CODM continues to evaluate financial performance and allocate resources on a consolidated basis; however, management is actively assessing whether the Company’s emerging business lines—principally gaming, sports media, and entertainment—meet the criteria for separate operating and reportable segments under ASC 280.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires expected credit losses on financial assets held at the reporting date to be measured based on historical experience, current conditions, and reasonable and supportable forecasts. The Company adopted ASU 2016-13 effective January 1, 2023. The adoption did not have a material impact on the Company’s consolidated financial statements or related disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires enhanced income tax disclosures, including additional information in the effective tax rate reconciliation and expanded disclosures of income taxes paid. ASU 2023-09 was effective for the Company’s annual reporting period beginning January 1, 2025. The adoption did not have a material impact on the Company’s consolidated financial statements or related disclosures for 2025. The Veloce acquisition may result in additional future disclosures regarding taxes paid [federal, state, and foreign] and breakdown of pretax income and tax expense [domestic and foreign].

The FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments, which clarifies, and broadens, the circumstances under which a settlement of convertible debt should be accounted for as an induced conversion rather than an extinguishment. ASU 2024-04 is effective for the Company’s annual and interim reporting periods beginning January 1, 2026. The initial adoption did not have a material impact on the Company’s consolidated financial statements.

The FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which is effective for the Company’s annual and interim reporting periods beginning January 1, 2026.

Recent Accounting Pronouncements Not Yet Adopted

None

Restatement of Previously Issued Financial Statements

As referenced in the Explanatory Note*(supra)* and further described in Note 3*(infra)* of this Report, the Company has identified errors in previously issued financial statements relating to certain historical transactions (referred to herein as Legacy Transactions) that predate the Company’s October 2021 business combination. The Company accounts for the correction of these errors in accordance with FASB Accounting Standards Codification Topic 250, Accounting Changes and Error Corrections, which requires that identified errors be evaluated to determine whether they are material to any previously issued financial statements. Errors determined to be material to previously issued financial statements are corrected through a restatement of those financial statements; errors determined not to be material to previously issued financial statements are corrected in the financial statements for the period in which they are identified or, as applicable here, through amendment as described in Note 3.

Note 3 -Restatement of Previously Issued Financial Statements

Background

Sports Entertainment Gaming Global Corporation (“SEGG” or the “Company”), formerly known as Lottery.com Inc. (“Lottery”), and prior to its business combination with the special purpose acquisition company Trident Acquisitions Corp. (“Trident”) in October 2021, has identified two related historical, connected transactions from 2020 and 2021 (the “Legacy Transactions”) that predate the Company’s business combination and the tenure of its current executive management team and Board of Directors, which resulted in material errors in the financial statements for 2020, 2021 and 2022. The Legacy Transactions were planned and executed by Vadim Komissarov, Trident’s former Chief Executive Officer (“Komissarov”), with the assistance of Lawrence Anthony DiMatteo, Lottery’s co-founder and former Chief Executive Officer, Matthew Clemenson, Lottery’s co-founder and former Chief Revenue Officer, and Ryan Dickinson, Lottery’s former President and Chief Financial Officer (collectively, the “Lottery Former Executives”). On June 24, 2026, Komissarov was sentenced to three years in prison for, among other things, his involvement in the Legacy Transactions. Clemenson and Dickinson pleaded guilty on May 22, 2025, for, among other things, their involvement in the Legacy Transactions, and currently await sentencing. The internal inquiry concluded that none of the Company’s current officers or directors had any involvement in the Legacy Transactions, and no individual who participated in the Legacy Transactions is currently employed by or engaged with the Company in any capacity.

Between July 15, 2026 and August 7, 2026, the Company obtained sworn testimony given in depositions of Dickinson and of Datassure’s former Chief Executive Officer, Jeffery Sparrow, taken in a matter unrelated to the Legacy Transactions (the “Depositions”). Based on the testimony given in the Depositions, together with additional information obtained through a subsequent inquiry conducted by the Company’s current Chief Financial Officer and Chief Operating Officer (collectively, the “New Information”), the Company’s current management determined that, in December 2020, Komissarov instructed the Lottery Former Executives to record a $9,000,000 transaction with Datassure as revenue and cash, notwithstanding that AutoLotto was unable to possess, access, or transfer those funds, which were instead held in a restricted escrow account at Boston Law Group P.C., a Massachusetts law firm. The New Information indicates that the restricted funds held in escrow belonged to an acquaintance of Komissarov and that, pursuant to a series of escrow reports provided by Boston Law Group, AutoLotto purportedly received $9,000,000 for selling customer data to Datassure and then used that $9,000,000, together with other consideration, to fund AutoLotto’s acquisition of Global Gaming Enterprises, Inc. (“Global Gaming”) from Pan European Associates, S.R.O., a Czech company created by Komissarov (“Pan Euro”), thereby returning the $9,000,000 to its original source, an acquaintance of Komissarov’s. At Komissarov’s direction and with his participation, the Lottery Former Executives recorded the revenue and cash transaction in December 2020, recorded related revenue transactions in the first and second quarters of 2021, and overstated the price paid for the June 30, 2021 acquisition of Global Gaming as $10,572,674, creating supporting books and records that caused both transactions to appear bona fide.

Consequences of the Errors

As a result of the Legacy Transactions, the Company has determined that its previously issued financial statements contain the following errors: (i) an overstatement of revenue, deferred revenue and cash in the fourth quarter of 2020 arising from the improper recognition of the $9,000,000 Datassure transaction, notwithstanding that the underlying funds were never available to the Company; (ii) an overstatement of revenue recognized in the first and second quarters of 2021 arising from related transactions; and (iii) an overstatement of the purchase price recorded for the Company’s June 30, 2021 acquisition of Global Gaming, with resulting overstatements of goodwill and identifiable intangible assets recognized in that acquisition and of the amortization and impairment expense recognized on those assets in subsequent periods.

Restatement Determination and Affected Periods

In consultation with management and the Company’s independent registered public accounting firm, on October 5, 2026, the Company’s Audit Committee determined that:

The Company intends to restate the Affected Reports by amendment. It also intends to amend its filings for the Correction Periods, so that every previously filed report affected by the Legacy Transactions is refiled to reflect the corrections.

Effect of the Restatement and Correction on the Company’s Financial Statements

The Company expects the restatement of the Affected Reports to: decrease previously reported revenue, deferred revenue, and cash at December 31, 2020; decrease revenue reported for the quarters ended March 31, 2021 and June 30, 2021; increase accumulated deficit reported at December 31, 2020 and 2021; decrease goodwill, intangible assets, and total assets at December 31, 2021 and in all subsequent reporting periods; and decrease amortization expense associated with the Global Gaming intangible assets for all reporting periods after December 31, 2021. The Company expects these corrections to increase previously reported net loss for the years ended December 31, 2020 and December 31, 2021, with the most significant effects on the Company’s balance sheet and results of operations occurring in those two years.

For the Correction Periods, the Company expects to remove impairment expense associated with Global Gaming that was previously recorded but is no longer required due to the lower carrying values of the Global Gaming assets resulting from the correction. This is expected to decrease previously reported operating losses and result in lower accumulated deficit for each of the years and interim periods after December 31, 2021 through and including December 31, 2025.

Based on the Company’s evaluation, the errors underlying the Legacy Transactions relate to historical, accounting entries and are not expected to affect the Company’s cash position or liquidity for any period presented in this Report.

Quantitative Impact

The following table presents the estimated effect of the restatement and correction on the Company’s previously reported consolidated balance sheets and statements of operations for the periods indicated. The Company believes these amounts are final but cautions that if additional information is discovered or received, either from third parties or during completion of the Company’s restatement work and the related audit and review procedures, amounts presented could potentially change:

Internal Control Considerations

The Company alleges that the Legacy Transactions (and original financial reporting thereof) were directly caused by intentional and unlawful acts committed by Komissarov, and reflected either a continuation of the material weaknesses in internal control over financial reporting previously disclosed by the Company or represented evidence of additional material weakness specific to the pre-and early post-business-combination period. Management and the Audit Committee will evaluate the efficacy of the Company’s internal controls to determine if additional improvements are recommended in light of the Legacy Transactions. As of the date of this Report, the Company has not reached any conclusions beyond the material weaknesses previously disclosed.See Part I, Item 4, Controls and Procedures.

Completion of Inquiry and Other Matters

The Company has completed its internal inquiry into the matters described in this Note. The amounts and comparisons described above reflect the results of that inquiry but could potentially change as the Company finalizes its restatement work and completes the related audit and interim review procedures. The disclosures in this Note, together with the Company’s Current Report on Form 8-K regarding these matters, are intended to constitute the full extent of the Company’s public disclosure regarding the Legacy Transactions as of the date of this Report. Except as may otherwise be required by applicable law, it should not be inferred that the Company intends to release additional findings beyond what is described in this Note, the amended financial statements for the Correction Periods, or the restated financial statements for the Affected Reports.

Beginning with the Report on Form 10-Q for the fiscal quarter ended March 31, 2026, and for all Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K filed thereafter, the Company will present its financial statements and other financial information as if all amended and restated financial statements for the Correction Periods and the Affected Reports had already been filed, including by presenting corrected historical and comparative financial information for prior periods, rather than presenting such prior periods on an as-previously-reported (and since-superseded) basis and separately filing the corresponding amended reports for the Correction Periods and the Affected Reports at a later date. The Company has yet to file the amended Annual Reports on Form 10-K or Quarterly Reports on Form 10-Q reflecting the restatement and correction described in this Note.

Note 4. Business Combination and Acquisitions

Trident Combination

On October 29, 2021, Trident and AutoLotto consummated the transactions contemplated by the Merger Agreement. At the Closing, each share of common stock and preferred stock of AutoLotto that was issued and outstanding immediately prior to the effective time of the Business Combination (other than excluded shares as contemplated by the Merger Agreement) was cancelled and converted into the right to receive approximately 3.0058 shares (the “Exchange Ratio”) of Lottery.com common stock.

The Closing was a triggering event for the Series B convertible notes, of which $63.8 million was converted into 2,320 shares of AutoLotto that were then converted into 6,975 shares of Lottery.com common stock using the Exchange Ratio and applying subsequent reverse stock splits. Neither the Closing nor the Business Combination resulted in a change of control with respect to AutoLotto.

At the Closing, each option to purchase AutoLotto’s common stock, whether vested or unvested, was assumed and converted into an option to purchase a number of shares of Lottery.com common stock in the manner set forth in the Merger Agreement.

The Company accounted for the Business Combination as a reverse recapitalization whereby AutoLotto was determined as the accounting acquirer and Trident as the accounting acquiree. Refer toNote 2, Significant Accounting Policies, for further details. Accordingly, the Business Combination was treated as the equivalent of AutoLotto issuing stock for the net assets of Trident, accompanied by a recapitalization. The net assets of Trident are stated at historical cost, with no goodwill or other intangible assets recorded.

The accompanying consolidated financial statements and related notes reflect the historical results of AutoLotto prior to the merger and do not include the historical results of Trident prior to the consummation of Business Combination.

Upon the closing of the transaction, AutoLotto received total gross proceeds of approximately $42,794,000, from Trident’s trust and operating accounts. Total transaction costs were approximately $9,460,000, which principally consisted of advisory, legal and other professional fees and were recorded in additional paid-in capital. Cumulative debt repayments of approximately $11,068,000, inclusive of accrued but unpaid interest, were paid in conjunction with the close, which included approximately $5,475,000 repayment of notes payable to related parties, and approximately $5,593,000 payment of accrued underwriter fees.

Pursuant to the terms of the Business Combination Agreement, the holders of issued and outstanding shares of AutoLotto immediately prior to the Closing (the “Sellers”) were entitled to receive up to 4,286 additional shares of Common Stock (the “Seller Earnout Shares”) and Vadim Komissarov, Ilya Ponomarev and Marat Rosenberg (collectively the “Trident Founders”) were also entitled to receive up to 2,857 additional shares of Common Stock (the “Trident Founder Earnout Shares” and, together with the Seller Earnout Shares, the “Earnout Shares”). One of the earnout criteria had not been met by the December 31, 2021 deadline thus no earnout shares were granted specific to that criterion.2,143 of the Seller Earnout Shares and 1,429 Trident Founder Earnout Shares were still eligible for Earnout Shares until December 31, 2022. Conditions for the earnout were not met, and the potential earnout shares were forfeited on December 31, 2022.[Share counts reflect the effect of subsequent reverse stock splits]

Global Gaming Acquisition of Controlling Interest

On June 30, 2021, the Company completed its acquisition of 100 percent of the equity of Global Gaming Enterprises, Inc., a Delaware corporation (“Global Gaming”), which holds 80% of the equity of each of Medios Electronicos y de Comunicacion, S.A.P.I de C.V. (“Aganar”) and JuegaLotto, S.A. de C.V. (“JuegaLotto”). JuegaLotto is federally licensed by the Mexico regulatory authorities with jurisdiction over the ability to sell international lottery games in Mexico through an authorized federal gaming portal and is licensed for games of chance in other countries throughout Latin America. Aganar has been operating in the licensed Lottery market in Mexico since 2007 and is licensed to sell Mexican National Lottery draw games, instant win tickets, and other games of chance online with access to a federally approved online casino and sportsbook gaming license and additionally issues a proprietary scratch lottery game in Mexico under the brand name Capalli. The opening balance of the acquirees have been included in our consolidated balance sheet since the date of the acquisition. Since the acquirees’ financial statements were denominated in Mexican pesos, the exchange rate of 22.0848 pesos per dollar was used to translate the balances.

The net purchase price was allocated to the assets and liabilities acquired as per the table below. Goodwill would represent the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. As part of correcting the errors and restating financial statements as described elsewhere in this report, no Goodwill has been recognized on the Global Gaming acquisition. The fair values of the acquired identifiable intangible assets were determined using Level 3 inputs which were not observable in the market.

The total purchase price of $2,039,691, consisted of cash of $1,530,000 and 491 shares of common stock of AutoLotto at $938.00 per share (after accounting for subsequent reverse stock splits). The total consideration transferred was approximately $1,055,214, reflecting the purchase price, net of cash on hand at Global Gaming and the principal amount of certain loans acquired. The purchase price is for an 80% ownership interest and is therefore grossed up to $1,965,843 to reflect the 20% minority interest in the acquirees. The purchase price was allocated to the identified tangible and intangible assets acquired based on their estimated fair values at the acquisition date as follows:

Schedule of Identified Tangible and Intangible Asset Acquired

Following are details of the purchase price allocated to the intangible assets acquired.

S&MI Ltd. Acquisition

On September 1, 2024, the Company finalized an agreement for the acquisition of S&MI, Ltd. which was renamed Sports.com Media Services Ltd. on September 12, 2024 and subsequently renamed Sports.com Media Group Ltd. on February 17, 2025 (“Sports.com Media”). In the agreement with Sports.com Media shareholders (the “Share Purchase and Sale Agreement”), the Purchase Price was the total equivalent One Million Dollars USD ($1,000,000) in restricted stock units of common shares in the Company. (the “Payment-In-Kind”) fixed at Two Hundred Ten Dollars USD ($210.00) per share (the “Fixed Price”) after accounting for reverse stock splits that occurred after the acquisition. The Purchase Price was to be paid out over five payments on the following schedule*: The* first payment of $150,000 in restricted common stock (714 shares) of the Company was due and payable on September 1, 2024 (the “Completion Date” and the “First Issuance Date”.). The remaining payments in restricted common stock to the shareholders of Sports.com Media by the Company were to be made as follows: (i) a second payment of $212,500 (1,012 shares) due on or before the 31 st day following ninety days after the Completion Date (the Second Issuance Date”); (ii) a third payment, of $212,500 (1,012 shares) due on or before the 31 st day following ninety days after the Second Issuance Date (the Third Issuance Date”); (iii) a fourth payment of $212,500 (1,012 shares) due on or before the 31 st day following ninety days after the Third Issuance Date (the “Fourth Issuance Date”); and (vi) a final and fifth payment of $212,500 (1,012 shares) due on or before the 31 st day following ninety days after the Fourth Issuance Date.

In the event that the closing price of the restricted stock units of common shares of the Company to be issued to the shareholders of Sports.com Media is lower than the Fixed Purchase Price on the six (6) month anniversary of any issuance date of said shares (collectively the “Anniversary Issuance Price”), then the Fixed Purchase Price shall be adjusted downward to the volume-weighted average price (“VWAP”) of the common stock for the five (5) consecutive trading days immediately preceding the six (6) month anniversary date of said issuance date. Accordingly, the Company shall be obligated to tender to the shareholders of Sports.com Media additional restricted stock units of common shares of the Company to make up the difference between the Fixed Purchase Price and the Anniversary Issuance Price.

The opening balances of Sports.com Media have been included in our consolidated balance sheet since the date of the acquisition. Since the Sports.com Media’s financial statements were denominated in British Pounds, the exchange rate of 1.3141 pounds per dollar was used to translate the balances.

The net purchase price was allocated to the assets and liabilities acquired as per the table below. Goodwill represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. The fair values of the acquired intangible assets were determined using the valuation analysis performed by a third-party valuation firm.

The total purchase price of $1,000,000 consists of 4,762 shares of common stock at $210.00 per share after accounting for reverse stock splits that occurred after the acquisition. The total consideration transferred after net assets and assumption of long-term debt was approximately $440,000, reflecting the purchase price, net of cash on hand at Sports.com Media and the principal amount of certain loans assumed by the Company. The purchase price was for a 100% ownership interest. The purchase price was allocated to the identified tangible and intangible assets acquired based on their estimated fair values at the acquisition date as follows:

PlusEVO Ltd. Acquisition and Formation of Spektrum Ltd.

On March 6, 2025, the Company entered into a Stock Purchase and Sale Agreement to acquire certain assets from PlusEVO Ltd. and to form a new entity, Spektrum Ltd., which is intended to become a provider of technology supporting international lottery and gaming operations.

The purchase price for the asset acquisition was $1.5 million, payable in 7,143 shares of the Company’s restricted common stock at a fixed price of $210.00 per share after accounting for reverse stock splits that occurred after the acquisition. The shares were to be issued in five installments over a 30-month period following closing, subject to specified vesting and restriction terms. The agreement includes a price protection feature under which additional shares may be issued if the Company’s stock price is below the fixed price at certain measurement dates.

DotCom Ventures Inc. Asset Acquisition; Converted to Acquisition of Controlling Interest

On July 23, 2025, the Company acquired a 51% interest in the assets of DotCom Ventures Inc., consisting primarily of the Concerts.com and TicketStub.com domain names and certain related technology assets. The Company’s auditors evaluated the transaction under the applicable accounting guidance and concluded that the acquired set of assets did not meet the definition of a business under US GAAP because there was no substantive process where a set of inputs could be converted into specific outputs and there was no workforce consisting of employees or organized contractors in place for converting acquired inputs into outputs as of December 31, 2025. Accordingly, the transaction was initially accounted for as an asset acquisition, with the purchase price allocated to the acquired assets based on their relative fair values. The acquired assets were included within intangible assets on the consolidated balance sheet for the year ended December 31, 2025. In February of 2026, the Company added resources to operate and manage this business, and systems had been developed to enable inputs to be converted into specific outputs. Accordingly, the Asset Acquisition was converted into an acquisition of controlling interest applying guidance for Purchase Accounting effective February 1, 2026. Subsequently, the Company exercised call options provided in the Purchase Agreement and increased its Controlling interest from 51% on February 1, 2026 to 61% as of March 31, 2026 [and 66% as of June 30, 2026].

Veloce Esports Limited Acquisition of Controlling Interest

On February 17, 2026, the Company acquired a controlling interest in Veloce Esports Limited, an England and Wales company operating in digital media, esports, motorsports, and content, including its Quadrant Esports Limited subsidiary, through two linked transactions: (i) a Subscription Agreement under which the Company subscribed for 4,634 newly issued A1 ordinary Veloce shares and (ii) seven Share Purchase Agreements under which the Company acquired 20,008 existing Veloce ordinary shares from Daniel Bailey, James MacLaurin, Jack Clarke, Darryl Eales, Andrew Webb, MPA Creative Limited (“MPA”), and Crimson Swordblade Limited (“Crimson”). Following the closing, the Company owned approximately 67.9% of Veloce’s outstanding shares, with the remaining interest held by Veloce’s other existing shareholders as a noncontrolling interest.

Consideration under the Subscription Agreement totaled £5,675,444 (approximately $7.7 million), consisting of £3,187,500 in cash and 48,337 shares of common stock valued at $70.00 per share. Consideration under the Share Purchase Agreements totaled £25,135,262 (approximately $34.2 million), consisting of 303,869 shares of the Company’s common stock valued at $70.00 per share, a pre-funded warrant to purchase 227,500 shares issued to Crimson, and cash payable in installments through February 15, 2027. In total, the Company issued 352,207 shares of common stock valued at $70 per share in connection with the acquisition. Share counts and share values referenced here reflect the August 2026 reverse stock split.

The opening balances of Veloce have been included in the Company’s consolidated balance sheet since the Acquisition Date. Because Veloce’s financial statements are denominated in British pounds, the exchange rate in effect on February 17, 2026 ($1.36 per £1) was used to translate Veloce’s assets and liabilities to U.S. dollars for purposes of the purchase price allocation below.

The purchase price allocation below is preliminary. Consistent with the treatment applied to the Global Gaming and Sports.com Media acquisitions described above, the Company is in the process of obtaining a third-party valuation of Veloce’s identifiable intangible assets and expects to finalize the categories and useful lives of those assets, and the resulting purchase price allocation, in connection with the Form 10-Q for the quarter ending September 30, 2026, or the Form 10-K for the year ending December 31, 2026.

Note 5. Property and Equipment, net

Property and equipment, net as of June 30, 2026 and December 31, 2025, consisted of the following:

Depreciation expense for the three and six months ended June 30, 2026 was $14,866 and $20,763, respectively, and was $942 and $2,660 for the three and six months ended June 30, 2025, respectively.

Note 6. Prepaid Expenses [primarily] for Advertising Credits

Prepaid expenses consist of payments made on contractual obligations for services to be consumed in future periods. Prepaid expenses consist primarily of advertising credits from two top tier media organizations that operate in the United States. The advertising credits were obtained in return for warrants, shares of common stock, and shares of preferred stock. The agreements do not specify a time period for utilizing these credits, and there is no requirement to provide cash or other consideration in connection with utilizing them. The balance can be utilized at any time at the mutual consent of the parties. The Company expects to resume utilizing these credits in the fourth quarter of 2026. Accordingly, they are presented as current assets.

The Company expenses the service as it is performed by the third parties. The value of the services provided has been used to value these contracts. For the year ended December 31, 2021 the Company reserved for potential inability to realize $2,000,000 of prepaid advertising credits in future periods. For the period ending December 31, 2024, the Company determined that an estimated $4,745,000 of prepaid advertising credits purchased during 2017 and 2018 might not be able to be fully utilized. As a result, the Company decreased prepaid expenses by $4,745,000 and increased its reserve for loss of prepaid advertising credits by $4,745,000 for the year ended December 31, 2024. Similarly, for the period ending December 31, 2025, the Company determined that an estimated $5,688,000 of prepaid advertising credits purchased during 2017 and 2018 might not be able to be fully utilized. As a result, the Company decreased prepaid expenses by $5,688,000 and increased its reserve for loss of prepaid advertising credits by $5,688,000 for the year ended December 31, 2025. Prepaid expenses are included in current assets on the consolidated balance sheets. The Company had total remaining prepaid expenses of $9,505,690 and $8,634,275 as of June 30, 2026 and December 31, 2025, respectively.

Note 7. Notes Receivable

Secured Note Receivable

On March 22, 2022, the Company entered into athree-year secured promissory note with an original carrying amount of $2,000,000. The note bears simple interest at approximately 3.1% per annum, with principal and accrued interest due upon maturity. The note is secured by substantially all assets, accounts, and tangible and intangible property of the borrower and is further supported by a personal guarantee from the borrower’s principal. The borrower may prepay the note at any time without penalty.

The note was received in consideration for cash advanced by the Company to the borrower, including a previously funded bridge loan, and in connection with a broader technology development and licensing relationship under which the Company agreed to develop technology for use by the borrower in connection with the launch of an online gaming platform in a jurisdiction outside the United States. As of December 31, 2025, the outstanding principal balance of the note was $2,000,000.

The note matured during 2025 and remained outstanding as of December 31, 2025. Management evaluated the collectability of the note in accordance with ASC 326, including consideration of the Company’s security interests, the personal guarantee, and the contractual enforcement rights available under the related agreements. Based on this evaluation, management concluded that the recorded carrying amount of the note remains recoverable as of December 31, 2025.

SP Global Holdings

On October 5, 2021, the Company provided $250,000 to SP Global Holdings in exchange for a 3-year promissory note with interest at 8%. Principal and accrued interest were due in a balloon payment at maturity. The note was repaid in March 2025.

Note 8. Write-Off of Goodwill and Intangibles

As required by ASC 350 Intangibles – Goodwill and Other Impairment and ASC 360 – Impairment Testing: Long-Lived Assets, in connection with preparing the consolidated financial statements management conducts a review as to whether there are any circumstances that might indicate the impairment of its long-lived assets, goodwill and other indefinite-lived intangible assets.

The Company reviews the goodwill and intangibles acquired in the acquisitions of TinBu, LLC and Global Gaming Enterprises, Inc., Sports.com Media Ltd, Spektrum Ltd, DotCom Ventures, Veloce, the domain names and software purchased from third parties, and software developed in-house. Each of TinBu, Global Gaming, Sports.com Media Ltd, Spektrum Ltd, DotCom Ventures, Veloce Esports, Quadrant, and Lottery.com may be considered a reporting unit for application of the annual review for potential impairment.

For the year ended December 31, 2023, the Company performed a valuation of each of the then present reporting units described above, using discounted cash flow methodologies and estimates of fair market value. Based on the results of the quantitative assessment, the Company determined that the goodwill for the TinBu reporting units was impaired. Accordingly, the Company recognized goodwill impairment charges of $5.65 million for the TinBu reporting unit.

Similarly, the Company performed an impairment analysis for the three months ended September 30, 2024. As a result of that analysis, it was determined that impairment charges were necessary, and an impairment of goodwill for $1.6 million was recorded for the TinBu’s reporting unit. Based on results of qualitative analyses, there were no other impairments identified or recorded for the years ended December 31, 2024 or 2025.

Note 9. Intangible assets, net

Gross carrying values and accumulated amortization of intangible assets:

Balances presented as of June 30, 2026 include amounts resulting from the acquisition of controlling interest in Veloce (on February 17, 2026) and amortization from the closing date through June 30, 2026 in addition to the Company’s pre-acquisition intangible assets. Amortization expense for intangible assets for the three months ended June 30, 2026 and 2025 totaled $1,009,013 and $941,702, respectively, and for the six months ended June 30, 2026 and 2025 totaled $2,841,966 and $1,835,322, respectively, and is included in depreciation and amortization in the Statement of Operations.

During the year ended December 31, 2022, the Company determined that there was an impairment of long-lived assets of $412,450 which related to a project no longer being pursued by the Company. In addition, for the year ended December 31, 2023, in connection with the annual review of goodwill and intangibles, the Company determined that it was necessary to write down goodwill by $5,650,000 for the TinBu reporting unit. Similarly, the Company performed an impairment analysis for the three months ended September 30, 2024 and as a result of that analysis an impairment charge of $1.6 million against TinBu’s goodwill was recorded. There were no other impairments identified or recorded at December 31, 2024 or for the year ended December 31, 2025.

Estimated amortization expense for years of useful life remaining is as follows:

The Company had software development costs of $476,850 related to projects not placed in service as of December 31, 2025, which is included in intangible assets in the Company’s consolidated balance sheets. Amortization will be calculated using the straight-line method over the appropriate estimated useful life when the assets are put into service.

Note 10. Notes Payable and Convertible Debt

Secured Convertible Note

In connection with the Lottery.com domain purchase, the Company issued a secured convertible promissory note (“Secured Convertible Note”) with a fair value of $935,000 that matured in March 2021. The Company used the fair value of the Secured Convertible Note to value the debt instrument issued. In March 2021, the Secured Convertible Note was fully converted into 9,987 shares of the Company’s common stock.

Short Term Loans

On June 29, 2020, the Company entered into a Promissory Note with the U.S. Small Business Administration (“SBA”) for $150,000. The loan has a 30-year term and bears interest at a rate of 3.75% per annum. Monthly principal and interest payments were deferred for twelve months after the date of disbursement. The loan may be prepaid at any time prior to maturity with no prepayment penalties. The Promissory Note contains events of default and other provisions customary for a loan of this type. As of June 30, 2026 and December 31, 2025, the balance of the loan was $150,000. As of June 30, 2026 and December 31, 2025, the accrued interest on this note was $8,998 and $8,255 respectively.

In August 2020, the Company entered into three separate note payable agreements with three individuals for an aggregate amount of $37,199. The notes bear interest at a variable rate, are unsecured, and the parties had verbally agreed the notes would be due upon a qualifying financing event. However, these notes were not converted in connection with the Business Combination. As of June 30, 2026 and December 31, 2025, the balance of the loans totaled $13,000, respectively.

Series B Notes

From November 2018 to December 2020, the Company entered into multiple Convertible Promissory Note agreements with unaffiliated investors for an aggregate amount of $8,802,828. The notes bear interest at 8% per year, are unsecured, and were due and payable on dates ranging from December 2020 to December 2021. For those notes maturing on or before December 31, 2020, the parties entered into amendments in February 2021 to extend the maturity of the notes to December 21, 2021. The Company cannot prepay the loans without consent from the noteholders.

During the year ended December 31, 2021, the Company entered into multiple Convertible Promissory Note agreements with unaffiliated investors for an aggregate amount of $38,893,733. The notes bear interest at 8% per year, are unsecured, and are due and payable on dates ranging from December 2021 to December 2022. The Company cannot prepay these loans without consent from the noteholders. As of December 31, 2021, the Series B Convertible Notes had a balance of $0.

During the year ended December 31, 2021, the Company entered into amendments with six of the Series B promissory noteholders to increase the principal value of the notes. The additional principal associated with the amendments totaled $3,552,114. The amendments were accounted for as a debt extinguishment, whereby the old debt was derecognized, and the new debt was recorded at fair value. The Company recorded a loss on extinguishment of $71,812 as a result of the amendment which was mapped in “Other expenses” on the consolidated statements of operations and comprehensive loss.

As of October 29, 2021, all except $185,095 of the Series B convertible notes were converted into 6,975 shares of common stock after accounting for the reverse stock splits that have occurred since that time. As of December 31, 2025, the remaining notes comprising the outstanding balance of $185,095 are no longer convertible and have been reclassified to notes payable.(See Note 10) Accrued interest on these Notes Payable as of June 30, 2026 and December 31, 2025 was $101,798 and $94,455, respectively.

TinBu

On August 28, 2018, in connection with the purchase of the entire membership interest of TinBu LLC, the Company entered into several notes payable for $12,674,635 with the sellers of the TinBu and a broker involved in the transaction. The notes had an interest rate of 0%, and an original maturity date of January 25, 2022. The notes payable were modified during 2021 to extend the maturity to June 30, 2022 and change the interest rate to include simple interest of 4.1% per annum effective October 1, 2021. Each of the amendments was evaluated and determined to be loan modifications and accounted for accordingly.

As of both June 30, 2026 and December 31, 2025, the balance of the notes was $2,336,081. Accrued interest on these notes was $458,165 on June 30, 2026 and $410,669 on December 31, 2025, respectively.

Series A Notes

From August to October 2017, the Company entered into seven Convertible Promissory Note Agreements with unaffiliated investors for an aggregate amount of $821,500. The notes bear interest at 10% per year, are unsecured, and were due and payable on June 30, 2019. The parties verbally agreed to extend the maturity of the notes to December 31, 2021. The Company cannot prepay the loan without consent from the noteholders. As of December 31, 2021, there were no Qualified Financing events including the Trident combination that trigger conversion. As of December 31, 2022, the remaining outstanding balance of $771,500 which relates to notes that are no longer convertible was reclassified to Notes Payable as per the agreement. As of both June 30, 2026 and December 31, 2025, the balance due on these notes was $771,500. Accrued interest on these Notes Payable was $318,909 on June 30, 2026 and $318,909 on December 31, 2025.

Securities Purchase Agreements

Amorua Global Securities Purchase Agreement

On May 26, 2026, the Company entered into a Securities Purchase Agreement with Amorua Global, Inc. pursuant to which the Company issued an unsecured convertible promissory note with an original principal amount of $3.5 million. The note bears interest at a rate of 12% per annum, matures twenty-four months from issuance and was issued with an original issue discount of 15%. Subject to the terms of the note, outstanding principal and accrued interest may be converted into shares of the Company’s common stock at a variable conversion price based on market prices of the Company’s common stock, subject to certain adjustments and a 9.99% beneficial ownership limitation. The Company intends to use the net proceeds for general corporate purposes, including the repayment of certain existing indebtedness. In connection with the financing, the Company agreed to file a registration statement covering the resale of shares issuable upon conversion of the note. As of June 30, 2026, the outstanding principal balance of this note was $4,045,352 and accrued interest was $41,176.

Alumni Capital LP Securities Purchase Agreement

On March 16, 2026, the Company entered into a Securities Purchase Agreement with Alumni Capital LP (“Alumni”), pursuant to which the Company issued unsecured convertible promissory notes with an aggregate face amount of up to $11,764,706, reflecting a 15% original issue discount, funded in tranches with: an initial tranche of $3,529,412 at closing, a second tranche of $588,235 upon the filing of a registration statement covering the underlying shares, a third tranche of $1,764,706 upon effectiveness of the registration statement, and additional tranches of up to $5,882,353 through December 31, 2026, subject to customary conditions. The notes bear interest at 12% per annum, mature 24 months from issuance, and are convertible into common stock at a price equal to the lower of the closing price on the applicable conversion date or 95% of the five-day volume-weighted average price, subject to a 20% floor and a beneficial ownership limitation of 4.99% (increasable to 9.99% upon 61 days’ notice). Dawson James Securities, Inc. acted as a placement agent for a fee of 7.0% of gross proceeds. As of June 30, 2026, the outstanding principal balance of these notes was $2,648,742 and accrued interest was $126,000.See Part II, Item 1, “Legal Proceedings” During the three months ended June 30, 2026, the Company applied approximately $500,000 of proceeds from the Amorua Global, Inc. note described above to repay a portion of the amount outstanding under these notes.

On June 18, 2026, the Company received a notice from Alumni Capital LP (“Alumni”), the Holder of an unsecured convertible promissory note issued pursuant to a Securities Purchase Agreement dated March 16, 2026.See Part II, Item 1, “Legal Proceedings.

Evergreen Capital Management, LLC* Securities Purchase Agreement*

On December 2, 2025, the Company entered into a Securities Purchase Agreement with Evergreen Capital Management, LLC (“Evergreen”), pursuant to which the Company issued a senior secured convertible promissory note with an aggregate principal amount of $2,875,000, reflecting an original issue discount of $375,000 and resulting in net proceeds to the Company of $2,500,000. The note was funded in two tranches: an initial $500,000 at closing, with $2,000,000 to be funded upon the effectiveness of a registration statement covering the underlying shares and receipt of shareholder approval under Nasdaq Listing Rule 5635. The transaction was completed as a private placement under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D.

On January 26, 2026, the Company and Evergreen entered into a Termination Agreement terminating the note and the related Securities Purchase Agreement, effective upon the Company’s issuance of shares pursuant to Conversion Notice #7, dated January 13, 2026, following which the note and the Securities Purchase Agreement became null and void, with no further amounts due or payable by either party. The principal amount converted pursuant to Conversion Notice #7 was $75,000 bringing the balance to $0.

Credit Facility with United Capital Investments London Limited (Related Party)

As previously disclosed in the Company’s Annual Report for 2025, on July 26, 2023, the Company entered in to a credit facility with United Capital Investments London Limited (“UCIL”), an entity in which Matthew McGahan, the Company’s then Chief Executive Officer and Chairman had an indirect interest, and Barney Battles, a former Company director and chair of its Audit Committee had and continues to have a direct interest in, originally entered into on July 26, 2023, amended and restated on August 8, 2023, amended on August 18, 2023, and further amended and restated on February 16, 2024 to increase the amount of the facility from $49,000,000 to $149,000,000.See Note 15. Related Party Transactions, for additional information regarding UCIL’s relationship with the Company.

On January 20, 2026, at its election, the Company terminated all financing agreements with UCIL. As of June 30, 2026, the outstanding balance of this facility was $[369,936]. Following the termination, UCIL believed the amount owed under the facility was larger than the amount reflected in the Company’s accounting records. Multiple requests were made by the Company in writing and UCIL has not provided any support for a larger amount.See Part II, Item 1, “Legal Proceedings.”

Credit Facility with Woodford Eurasia Assets, Ltd.

As previously disclosed in the Company’s Annual Report for 2025, on December 7, 2022, the Company entered into a loan agreement with Woodford Eurasia Assets, Ltd. (“Woodford”), pursuant to which Woodford agreed to provide the Company with up to $52,500,000, subject to certain conditions. The Company received $798,351 under the Woodford Loan Agreement by December 31, 2023. Woodford subsequently failed to meet its funding obligations under the agreement, and the Company takes the position that it will no longer conduct business with, or have any association with, Woodford. As of June 30, 2026, the balance reflected for this loan was $798,351.

Amounts advanced underthe Woodford Loan Agreement are convertible, at Woodford’s option, into shares of common stock at a rate of 80% of the lowest publicly available price per share within 10 business days of the loan agreement date (equivalent to $56.00 per share after the Company’s reverse stock splits), subject to a 4.99% beneficial ownership limitation (waivable on 60 days’ notice) and a separate 19.99% ownership cap absent shareholder approval. In June 2023, Woodford asserted an amendment applying a further 25% discount to the conversion price; the Company disputes the validity and application of that amendment.

Despite multiple written requests from the Company, Woodford has repeatedly failed to prove the amounts it claims to have advanced to the Company beyond the $798,351 the company has recorded, failed to indicate whether it would accept accelerated repayment of verified amounts, failed to provide an anti-money-laundering-acceptable account for payment, and failed to respond to allegations of money laundering and conspiracy to defraud the Company, which the Company has referred to legal counsel.See Part II, Item 1, “Legal Proceedings,” for further information.

Placement Agent Agreement with Univest Securities, LLC

As reported on form 8-K filed with the SEC on February 6, 2024, on December 6, 2023, the Company entered into a placement agent agreement (the “Placement Agent Agreement”) with Univest Securities, LLC (the “Placement Agent”), whereby the Placement Agent agreed to act as placement agent in connection with the Company’s offering (“Offering”) of units (“Units”) up to a total of $1,000,000; each Unit consisting of a convertible promissory note (each, a “Convertible Note” or collectively, the “Convertible Notes”), and a common stock purchase warrant (each, a “Warrant”, or collectively, the “Warrants”) in order for investors placed by it to purchase shares of common stock of the Company, par value $0.001 per share (the “Common Stock”). Each Unit under the Offering includes specific registration rights (“Registration Rights”), for each investor obtained through the Placement Agent.

On February 1, 2024, the parties agreed to increase the Offering amount from $1,000,000 to $5,000,000. All other terms and conditions of the Offering remain the same. The Securities shall be offered and sold pursuant to Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”).

Disrupt Investments Limited - Senior Unsecured Convertible Note

On October 29, 2025, the Company issued a senior unsecured convertible note to Disrupt Investments Limited (“Disrupt”), a Dubai-based investor, in the original principal amount of $500,000. The note bears no interest and is unsecured but ranks senior in right of payment to the Company’s other unsecured indebtedness. It matured 180 days after issuance, on April 27, 2026.

Disrupt may convert the outstanding principal and any late charges into common stock at any time before maturity. The conversion price was set at 94% of the October 29, 2025 closing price, or $28.70 per share after adjusting for the July 2026 reverse stock split.

No portion of the note has been converted. As of both June 30, 2026 and December 31, 2025, the outstanding principal balance was $500,000. The note was not repaid at maturity. Disrupt agreed to an extension of the maturity date until April 27, 2027.

Related Party Promissory Notes - Accrued Executive Payroll

On January 13, 2026, the Company issued promissory notes to two of its executive officers, for payroll that had been accrued between 2022 and the summer of 2024 but had not been paid when due. The Company formalized the obligations for unpaid compensation as interest-bearing convertible notes, which are identical in form and terms, differing only as to principal amount, holder, and the individual who executed the note on the Company’s behalf:

The notes bear interest at ten percent (10%) per annum, computed on the basis of a 360 day year. Principal and accrued interest on each note are due and payable in full on January 15, 2027 (the “Maturity Date”), unless earlier converted into the Company’s common stock at the holder’s election.

No principal or interest payments have been made on either note, and no conversions into common stock have occurred, so the full principal amount of each remains outstanding, a combined total of $549,933 at June 30, 2026. Interest accrued from issuance (January 13, 2026) through June 30, 2026 totals approximately $24,416 for both notes combined (approximately $11,484 on the Potts Note and $12,932 on the Stubblefield Note).

Gregory Potts is the Company’s Chief Operating Officer and Robert J. Stubblefield is the Company’s Chief Financial Officer and Interim President and Chief Executive Officer, each an executive officer of the Company at the time the respective compensation accrued and currently. Each note is accordingly a related person transaction under Item 404(a) of Regulation S-K and a related party transaction under ASC 850, requiring ASC 850 related-party footnote disclosure here in Note 10 and, separately, Item 404(a)/Part III or proxy disclosure identifying each officer, describing his position, and stating his interest in the applicable note (principal,10% annual interest, and the stock-conversion right described above).

DotCom Ventures Inc. - Concerts Inc. Senior and Junior Secured Promissory Notes

In July of 2025, the transaction between the Company, Concerts Inc. (“Concerts”), and DotCom Ventures Inc. (“DVI”), was initially recorded as an Asset Purchase. Effective February 1, 2026, as described in Note 4 in this Report, the transaction was converted into the acquisition of a business and Purchase Accounting was been applied. DVI had three Secured Notes Payable comprised of a Senior Secured Note to a third-party and a Senior and a Junior Secured Note payable by DVI, (as borrower), to Concerts Inc. (as lender). Concerts Inc. also is the minority interest holder of DVI. In connection with conversion of the asset acquisition from DVI, to purchase accounting, the three DVI Secured Notes were included in the Company’s consolidated balance sheet beginning February 1, 2026.

A Senior Secured Promissory Note to a third-party, entered into on May 1, 2025 was for $1,000,000, did not bear interest, was secured by the Concerts.com domain name and related assets under a Senior Security Agreement of the same date, and had an original maturity date of December 31, 2025. Forbearance agreements were entered extending the maturity date initially to March 31, 2026 and then to May 31, 2026. A payment of $500,000 was made on March 31, 2026 resulting in a balance of $500,000 as of March 31, 2026. Subsequent payments of $100,000 on April 30, 2026 and $400,000 on May 29, 2026 fully paid and retired the third-party Senior Secured Note.

A Senior Secured Promissory Note payable by DVI (as borrower), to Concerts Inc. (as lender), in the amount of $500,000 (the TicketStub Senior Note) was entered into on May 1, 2025, bearing simple interest at 0.5% per month (6.0% per annum), calculated on a thirty-day-month basis, accruing through and payable together with the outstanding principal in full at maturity on December 31, 2025. Any amount not paid at maturity bears interest instead at a default rate of 1.0% per month (12.0% per annum) until paid. The TicketStub Senior Note may be prepaid in whole or in part at any time without penalty and was secured by a security interest in the TicketStub.com domain name and related assets (the “TicketStub Assets”) under a Senior Security Agreement of the same date. A forbearance agreement was entered extending the maturity to March 31, 2026. On March 17, 2026, the TicketStub Senior Note, along with accrued interest of $21,083 was fully paid and retired.

A Junior Secured Promissory Note dated May 1, 2025 (the “Concerts Junior Note”) in the amount of $1,500,000, payable by DVI, as borrower, to Concerts Inc., as lender. The Concerts Junior Note was issued by DVI to Concerts as consideration for DVI’s purchase of the Concerts.com domain name and related assets from Concerts Inc. under a separate May 1, 2025 asset purchase agreement, a transaction that predates and is unrelated to the Company’s acquisition of DVI.

The Concerts Junior Secured Note bears simple interest at 0.5% per month (6.0% per annum), calculated on a thirty-day-month basis, accruing through and payable in full at maturity on May 31, 2026, together with the outstanding principal. Any amount not paid at maturity bears interest instead at a default rate of 1.0% per month (12.0% per annum) until paid. The Concerts Junior Note may be prepaid in whole or in part at any time without penalty and is secured by a security interest in the Concerts.com domain name and related assets (the “Concerts Assets”) under a Junior Security Agreement of the same date. As issued, the Concerts Junior Note was subordinated in priority to the third-party $1,000,000 Senior Secured Promissory Note which was secured by a senior security interest in the same Concerts Assets. Final payment was made on that third-party Senior Promissory Note, and it was retired on May 29, 2026. This Junior Secured Note was not repaid when it matured on May 31, 2026. On November 1, 2026, the Company and Concerts Inc. agreed to a forbearance and to extend the maturity of the Concerts Junior Note to December 31, 2026. As of June 30, 2026, $1,500,000 of principal and $93,250 of accrued interest was outstanding on the Concerts Junior Note.

Ali Law Convertible Note

On January 15, 2026, the Company entered into a convertible promissory note with the Amar Ali Law, PLLC (“Ali Law”) in the principal amount of $1,445,361 for outstanding fees for legal services provided to the Company. The note bears interest at 10% and has a maturity date of January 15, 2027. Simple interest has accrued from issuance (January 13, 2026) through June 30, 2026, totaling approximately $66,074 as of June 30, 2026. As of the date of this report, $50,000 of principal has been converted.

Related Party Veloce Arrangements - MPA Commercial Ltd and MPA Creative Ltd

In connection with the Company’s acquisition of a controlling interest in Veloce Esports Limited on February 17, 2026 (the “Veloce Acquisition Date”)(see Note 4, Business Combination and Acquisitions), the Company identified a related-party relationship arising from the involvement of Dan Bailey, the Company’s Chief Commercial Officer and also a member of the Company’s Board of Directors, with two United Kingdom entities that have pre-existing and ongoing commercial relationships with the acquired Veloce businesses: MPA Commercial Ltd, a United Kingdom public relations agency, and MPA Creative Ltd, a United Kingdom motorsport marketing company (together, the “MPA Entities”). Mr. Bailey is a shareholder and director/officer of both of the MPA Entities. Mr. Bailey and MPA Creative Ltd were also each, separately, selling shareholders of Veloce under the Share Purchase Agreements comprising the Veloce acquisition*(see Note 4, Business Combinations).*

Pre-Existing Loan. In October 2024, during the approximately sixteen months before the Veloce Acquisition Date, MPA Creative Ltd advanced Veloce £130,000, or approximately $172,300 (see Note 2, Foreign Currency Translation), in four transactions pursuant to an unsecured borrowing arrangement that bears no stated interest and has no fixed or stated repayment date. Because this arrangement predates both the Veloce Acquisition Date and the involvement of the Company’s current management, the Company was not a party to, and did not authorize, negotiate, or approve, the original arrangement, and the Company’s records regarding its terms remain limited to the principal amount, the absence of interest, and the absence of a fixed maturity. As of the acquisition date, Veloce had repaid £30,000, or approximately $39,761, of the debt. Veloce subsequently repaid a further £5,000, or approximately $6,627, between the Veloce Acquisition Date and June 30, 2026. As of June 30, 2026, £95,000, or approximately $125,911, remained outstanding.See Note 10, Notes Payable and Convertible Debt, for the recorded balance and balance sheet classification. Because Mr. Bailey is an executive officer and director of the Company and a shareholder, director, and officer of MPA Creative Ltd, the Company’s continued maintenance of this arrangement following the Veloce Acquisition Date is itself a related person transaction under the Company’s Related Party Transactions Policy and under Item 404(a) of Regulation S-K.

The Company intends to continue monitoring these and any future arrangements with the MPA Entities under that policy for so long as Mr. Bailey’s affiliation with those entities continues.

Veloce Loan - Andrew Webb

Prior to the Veloce Acquisition Date, Veloce Esports Limited entered into a Shareholders Loan Agreement dated July 10, 2025 with Andrew Webb and Darryl Eales (see below), each a former shareholder of Veloce and a selling shareholder under the Share Purchase Agreements comprising the Company’s acquisition of Veloce (see Note 4, Business Combinations), under which Mr. Webb agreed to lend Veloce £250,000, or approximately $331,345 (see Note 2, Foreign Currency Translation). Veloce separately entered into a Shareholders Loan Agreement dated October 9, 2025 with Mr. Webb alone, under which he agreed to advance Veloce a further £750,000, or approximately $994,036, which, together with a prior outstanding balance of £530,000, or approximately $702,452, of loans, fees, and commissions described in that agreement as previously due to Mr. Webb, brought Veloce’s total loan commitment to Mr. Webb under the October facility to £1,280,000, or approximately $1,696,488.

The July 2025 loan carried a one-time repayment premium and capped interest. No amounts were repaid on this loan during 2025. During the three months ended March 31, 2026, Veloce repaid Mr. Webb £226,250, or approximately $299,867, against this loan, and during the three months ended June 30, 2026, repaid £0 against this loan.

Andrew Webb - July 2025 loan (as carried on Veloce’s books)

Schedule of Loan

The October 9, 2025 loan bears interest at 15% per annum on the full £1,280,000, or approximately $1,691,108, balance, and is secured by debentures over Veloce’s assets registered with Companies House. No. 1135021 principal was repaid on this loan during the six months ended June 30, 2026. Veloce’s accounting records reflect accrued interest of £138,345 on this loan as of June 30, 2026.

Andrew Webb - October 2025 loan

Veloce Loan - Darryl Eales

Mr. Eales loaned Veloce £1,000,000, or approximately $1,325,831 (see Note 2, Foreign Currency Translation), under the July 10, 2025 Shareholders Loan Agreement with Mr. Webb described above. Proceeds from the Eales loan were used for the Quadrant acquisition. Separately, there is a 2024 loan from Mr. Eales with an unpaid balance of £121,000, or approximately $160,371, carried forward.

Neither Eales loan bears interest. The July 2025 loan instead carried a repayment premium, as previously described. Veloce repaid £870,000, or approximately $1,149,425, to Mr. Eales in October 2025; of that amount, £750,000, or approximately $990,884, was funded by the October 2025 Webb advance described above and the remaining £120,000, or approximately $159,075, came from Veloce.

Darryl Eales - combined loan balance

Veloce Loan - Seb Williams

Mr. Williams loaned Veloce £100,000, or approximately $132,583 (see Note 2, Foreign Currency Translation). under a July 11, 2025 Shareholders Loan Agreement. The proceeds of the loan were applied to the acquisition of Quadrant. The note began accruing a fixed interest amount of £5,000, or approximately $6,626, per month on October 11, 2025. As of June 30, 2026, £130,000 comprised of principal and interest, or approximately $172,299, is outstanding.

Ming Global loaned Veloce £500,000 or approximately $662,691 (see Note 2, Foreign Currency Translation) in June of 2023. During the remainder of 2023 and throughout 2024 a total of £412,797, or approximately $547,113, was repaid. In 2025 no payments were made and in January and May fees and administrative costs were added to the open balance. There is no set maturity date for the facility. The loan bears interest at 16% per annum. Interest is paid monthly so there is no accrued interest owed on the facility. A payment of £20,000, or approximately $26,507, was made in June 2026. At June 30, 2026, the unpaid principal with fees and administrative costs was £116,115, or approximately $153,897.

Note 11. Stockholders’ Equity

Reverse Split

On July 30, 2026, Sports Entertainment Gaming Global Corporation. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) with the Secretary of State for the State of Delaware to amend the Company’s Amended Certificate of Incorporation to effect, effective as of 5:30 p.m. Eastern Time on July 31, 2026, a 7 for 1 reverse stock split (the “Reverse Stock Split”) of its common stock, par value $0.001 per share (“Common Stock”). At the effective time of the Reverse Stock Split, every seven shares of Common Stock either issued and outstanding or held as treasury stock were automatically reclassified into one new share of Common Stock. The total number of shares of Common Stock authorized for issuance did not change as a result of the Reverse Stock Split. The Reverse Stock Split was approved by the Company’s stockholders at the Company’s 2025 annual meeting of stockholders held on February 9, 2026 (the “2025 Annual Meeting”). The Reverse Stock Split ratio was authorized by the board of directors of the Company (the “Board”) on July 29, 2026, in accordance with the 2025 Annual Meeting. The Common Stock opened for trading on The Nasdaq Stock Market LLC (“Nasdaq”) on a reverse split-adjusted basis on August 3, 2026, under the existing trading symbol “SEGG.”

The new CUSIP number for the Common Stock following the Reverse Stock Split is 54570M405. The par value per share of Common Stock remained unchanged at $0.001. The Company’s publicly traded warrants continue to be traded on Nasdaq under the symbol “LTRYW” and the CUSIP number for the warrants remained unchanged.

In addition, as a result of the Reverse Stock Split, proportionate adjustments were made to the number of shares of Common Stock underlying the Company’s outstanding equity awards, the number of shares issuable upon the exercise of the Company’s outstanding warrants and the number of shares issuable under the Company’s equity incentive plans and certain existing agreements, as well as the exercise, grant and acquisition prices of such equity awards and warrants, as applicable.

No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who would otherwise have been entitled to receive fractional shares as a result of the Reverse Stock Split were entitled to a cash payment (without interest or deduction) in lieu thereof at a price equal to the fraction of one share to which the stockholder would otherwise be entitled multiplied by the closing price per share of Common Stock on Nasdaq on July 31, 2026, the date of the effective time of the Reverse Stock Split.

Preferred Stock

Pursuant to the Company’s charter, the Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.001 per share. Our board of directors has the authority without action by the stockholders, to designate and issue shares of preferred stock in one or more classes or series, and the number of shares constituting any such class or series, and to fix the voting powers, designations, preferences, limitations, restrictions and relative rights of each class or series of preferred stock, including, without limitation, dividend rights, conversion rights, redemption privileges and liquidation preferences, which rights may be greater than the rights of the holders of the common stock. As of June 30, 2026, there wereno shares of preferred stock issued and outstanding.

Common Stock

Our Charter authorizes the issuance of an aggregate of 500,000,000 shares of Common Stock, par value of $0.001 per share. The shares of Common Stock are duly authorized, validly issued, fully paid and non-assessable. Our purpose is to engage in any lawful act or activity for which corporations may now or hereafter be organized under the DGCL. Unless our Board determines otherwise, we will issue all shares of our common stock in an uncertificated form. Holders of our Common Stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. The holders of Common Stock do not have cumulative voting rights in the election of directors. Upon our liquidation, dissolution or winding up and after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of our Common Stock will be entitled to receive pro rata our remaining assets available for distribution.

As of June 30, 2026 and December 31, 2025,3,184,816 and 982,975 shares of Common Stock, post reverse stock split, respectively, were outstanding. During the six months ended June 30, 2026, the Company issued the following shares of common stock:

Public Warrants

After giving effect to the Business Combination and the reverse stock splits that occurred after the Public Warrants were issued, as of June 30, 2026, Public Warrants were outstanding for the purchase of an aggregate of 14,375 shares of common stock at an exercise price of $16,100.00 per share. That total includes previously issued warrants of AutoLotto, now warrants of SEGG Media, exercisable for an aggregate of 283 shares of common stock.

In accordance with their terms, the Public Warrants expired on October 29, 2026, the fifth anniversary of the completion of the Trident Combination. No Public Warrants were exercised before expiration, and none remain outstanding. The Public Warrants were classified in stockholders’ equity, so their expiration had no effect on the Company’s results of operations.See Note 16, Subsequent Events.

Private Warrants

Private warrants of Trident issued before the business combination were forfeited and did not transfer to the surviving entity.

Unit Purchase Option

On June 1, 2018, the Company sold to the underwriter (and its designees), for $100, an option to purchase up to a total of 12,500 Units exercisable at $1,680.00 per Unit (or an aggregate exercise price of $21,000,000) commencing on the consummation of the Business Combination. The 12,500 Units represents the right to purchase 12,500 shares of common stock and 12,500 warrants to purchase 12,500 shares of common stock. The unit purchase option, which was exercisable for cash or on a cashless basis, at the holder’s option, expired on May 29, 2023. The Units issuable upon exercise of this option were identical to those offered by Lottery.com. The Company accounted for the unit purchase option, inclusive of the receipt of $100 cash payment, as an expense of the Business Combination resulting in a charge directly to stockholders’ equity. As of December 31, 2023 all of the 12,500 Units had been forfeited.

Common Stock

In connection with the Veloce acquisition, the Company issued prefunded warrants to one of the selling shareholders of Veloce. The value of these warrants has been recorded as part of acquisition accounting and therefore is not reflected in the table below. During the year ended December 31, 2025,13,926 warrants were issued. The Company issued 5,010 warrants during the year ended December 31, 2024. All warrants issued during 2024 and 2025 are fully vested.

The Company recorded warrant expense of $0 for the six months ended June 30, 2026, and recorded warrant related expenses of $693,397 for the year ended December 31, 2025.

Note 12. Stock-based Compensation Expense

2015 Stock Option Plan

Prior to the closing of the Business Combination, AutoLotto had the AutoLotto, Inc. 2015 Stock Option/Stock Issuance Plan (the “2015 Plan”) in place. Under the 2015 Plan, incentive stock options may be granted at a price not less than fair market value of the common stock (110% of fair value to holders of 10% or more of voting stock). If the Common Stock is at the time of grant listed on any Stock Exchange, then the Fair Market Value shall be the closing selling price per share of Common Stock on the date in question on the Stock Exchange, as such price is officially quoted in the composite tape of transactions on such exchange and published in The Wall Street Journal. If there is no closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists. If the Common Stock is at the time neither listed on any Stock Exchange, then the Fair Market Value shall be determined by the Board of Directors or the Committee acting in its capacity as administrator of the Plan after taking into account such factors as the Plan Administrator shall deem appropriate. The maximum number of shares of Common Stock which may be issued over the term of the Plan shall not exceed Three Hundred Twenty-One (321). Options are exercisable over periods not to exceed 10 years (five years for incentive stock options granted to holders of 10% or more of voting stock) from the date of grant. Shares of Common Stock issued under the Stock Issuance Program may, in the discretion of the Plan Administrator, be fully and immediately vested upon issuance or may vest in one or more instalments over the Participant’s period of Service or upon attainment of specified performance objectives. The Plan Administrator may not impose a vesting schedule upon any option grant or the shares of Common Stock subject to that option which is more restrictive than twenty percent (20%) per year vesting, with the initial vesting to occur not later than one (1) year after the option grant date. However, such limitation shall not be applicable to any option grants made to individuals who are officers of the Corporation, non-employee Board members or independent consultants.

2021 Equity Incentive Plan

In connection with the Business Combination, our board of directors adopted, and our stockholders approved, the Lottery.com 2021 Incentive Award Plan (the “2021 Plan”) under which 8,807 shares of Class A common stock were initially reserved for issuance. The 2021 Plan allows for the issuance of incentive and non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock or cash-based awards. The number of shares of the Company’s Class A common stock available for issuance under the 2021 Plan increases annually on the first day of each calendar year, beginning on and including January 1, 2022 and ending on and including January 1, 2031 by a number of shares of Company common stock equal to five percent (5%) of the total outstanding shares of Company common stock on the last day of the prior calendar year. Notwithstanding the foregoing, the Board may act prior to January 1st of a given year to provide that there will be no such increase in the share reserve for such year or that the increase in the share reserve for such year will be a lesser number of shares of Company common stock than would otherwise occur pursuant to the preceding sentence.

On February 9, 2026, Company stockholders unanimously approved to increase the number of shares reserved for issuance under the 2021 Plan to 535,714.

Stock Options

The Company issued 22,223 stock options during the quarter ended March 31, 2026 and 0 stock options during the quarter ended June 30, 2026. The following table shows stock option activity for the year ended December 31, 2025 and the six months ended June 30, 2026:

Restricted awards

The Company awarded restricted stock to employees on October 28, 2021, which were granted with various vesting terms including immediate vesting, service-based vesting, and performance-based vesting. In accordance with ASC 718, the Company has classified the restricted stock as equity.

For employee issuances, the measurement date is the date of grant, and the Company recognizes compensation expense for the grant of the restricted shares over the service period for the restricted shares that vest over a period of multiple years and for performance-based vesting awards, the Company recognizes the expense when management believes it is probable the performance condition will be achieved. As of December 31, 2021, the Company had granted 27,375 shares with vesting to begin April 2022. For the year ended December 31, 2022, the Company recognized $27,137,991 of stock compensation expense related to the employee restricted stock grants. As of June 30, 2026 and December 31, 2025, unrecognized stock-based compensation associated with the restricted stock awards is $0.

Note 13. Income Taxes

We are required to file federal and state income tax returns in the United States. The preparation of these tax returns requires us to interpret the applicable tax laws and regulations in effect in such jurisdictions, which could affect the amount of tax paid by us. In consultation with our tax advisors, we base our tax returns on interpretations that are believed to be reasonable under the circumstances. The tax returns, however, are subject to routine reviews by the various federal and state taxing authorities in the jurisdictions in which we file tax returns. As part of these reviews, a taxing authority may disagree with respect to the income tax positions taken by us (“uncertain tax positions”) and, therefore, may require us to pay additional taxes. As required under applicable accounting rules, we accrue an amount for our estimate of additional income tax liability, including interest and penalties, which we could incur as a result of the ultimate or effective resolution of the uncertain tax positions. We account for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carry forwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to amounts expected to be realized.

In connection with the acquisition of Veloce on February 17, 2026*(see Note 4, Business Combination and Acquisitions)*, the Company’s consolidated results include the operations of a United Kingdom subsidiary beginning on the acquisition date. The effect of Veloce’s operations on the Company’s income tax provision for the period from February 17, 2026 through June 30, 2026 was not material. The Company does not intend to repatriate the earnings of its foreign subsidiary to the United States and has not provided for U.S. federal or foreign withholding taxes on any undistributed earnings of Veloce as a result.

Note 14. Commitments and Contingencies

Indemnification Agreements

The Company enters into indemnification provisions under its agreements with other entities in its ordinary course of business, typically with business partners, customers, landlords, lenders and lessors. Under these provisions, the Company generally indemnifies and holds harmless the indemnified party for losses suffered or incurred by the indemnified party as a result of the Company’s activities or, in some cases, as a result of the indemnified party’s activities under the agreement. The maximum potential amount of future payments the Company could be required to make under these indemnification provisions is unlimited. The Company has not incurred material costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, the Company believes the estimated fair value of these agreements is minimal. Accordingly, the Company has no liabilities recorded for these agreements as of June 30, 2026 and December 31, 2025.

Digital Securities

In 2018, the Company commenced a sale offering and issuance (the “LDC Offering”) of 285 million revenue participation interests (the “Digital Securities”) of the net raffle revenue of LDC Crypto Universal Public Company Limited (“LDC”). The Digital Securities do not have any voting rights, redemption rights, or liquidation rights, nor are they tied in any way to other equity securities of LDC or the Company nor do they otherwise hold any rights that a holder of equity securities of LDC or the Company may have or that a holder of traditional equity securities or capital stock may have. Rather, each of the holders of the Digital Securities has a pro rata right to receive 7% of the net raffle revenue. If the net raffle revenue is zero for a given period, holders of the Digital Securities are not eligible to receive any cash distributions from any raffle sweepstakes of LDC for such period. For the years ended December 31, 2024 and December 31, 2023, the company did not incur any obligations to the holders of the outstanding Digital Securities. For the year ended December 31, 2021, the Company incurred an obligation to pay an aggregate amount of approximately $5,632 to holders of the outstanding Digital Securities. The Company did not satisfy that obligation during the years ended December 31, 2022 through 2025.

Leases

On September 1, 2024, the company moved its headquarters to Fort Worth, Texas under a membership agreement with a monthly cost of $154. The Company also leased a premise in Boca Raton, Florida for $25,000 per month under a 12-month lease agreement that commenced on August 1, 2024, and continued thru July 31, 2025. Under the former Chief Executive Officer, use of the premises in Boca Raton were held over beyond the end of the lease, and the Company paid month-to-month rent for August through November incurring an additional $100,000 of rent expense. Veloce utilizes a smaller facility as an executive and administrative office rented on a month-to-month basis for approximately $6,600 per month. The larger London office where employees of Veloce work was on a 5-year lease that expired on November 2, 2025. Veloce continued to utilize that facility on a month-to-month basis until a new lease was entered on May 3, 2026, for approximately $11,600 per month, with a twelve-month term that ends on May 2, 2027. For the twelve months ended December 31, 2025, rent expense was $346,382. For the six months ended June 30, 2026, rent expense, including the Veloce offices from the February 17, 2026 acquisition date, was $136,931. Rent expense for the six months ended June 30, 2025 was $263,271.

As of June 30, 2026, future minimum rent payments due under non-cancellable leases are as follows:

Litigation and Other Loss Contingencies

The Company is involved in various legal proceedings, claims, regulatory matters, and other contingencies arising in the ordinary course of business. The Company evaluates each matter as it develops and records a liability when it is both probable that a liability has been incurred and the amount of loss can be reasonably estimated, in accordance with ASC 450,Contingencies. If a loss is reasonably possible but not probable, or if the amount of loss cannot be reasonably estimated, no liability is recorded, but the Company discloses the nature of the contingency when appropriate.

As of June 30, 2026, the Company had various pending legal and regulatory matters, including litigation and claims described inPart II, Item 1 – Legal Proceedings and, where applicable,Note 16 – Subsequent Events. Based on information currently available, management does not believe that any loss contingency for which a liability has not been recorded is both probable and reasonably estimable as of June 30, 2026. Accordingly, except as otherwise disclosed in these consolidated financial statements, no material accruals for litigation or other loss contingencies have been recorded as of June 30, 2026.

Note 15. Related Party Transactions

The Company has from time to time entered into transactions with related parties. The Company regularly reviews these transactions; however, the Company’s results of operations may have been different if these transactions were conducted with nonrelated parties.

Founder’s Loans

During the year ended December 31, 2020, the Company entered into borrowing arrangements with the individual founders to provide operating cash flow for the Company. The Company repaid $4,700 during 2021 and the outstanding balance remained $13,000 on June 30, 2026 and December 31, 2025.

United Capital Investments London Limited

It has determined that United Capital Investments London Limited (“UCIL”) should be considered a related party of the Company by virtue of the direct or indirect interests held in UCIL by Matthew McGahan, the Company’s then Chief Executive Officer and Chairman, and Barney Battles, a former director of the Company, during the period the Company’s financing relationship with UCIL was in effect.

The Company was party to a credit facility with UCIL, originally entered into on July 26, 2023, amended and restated on August 8, 2023, amended on August 18, 2023, and further amended and restated on February 16, 2024 to increase the facility from $49,000,000 to $149,000,000. On January 20, 2026, the Company terminated all financing agreements with UCIL at its election. During the life of the agreement, UCIL loaned the Company $2,291,224 and converted $1,921,900 into shares of common stock. As of June 30, 2026, the outstanding balance under the facility was $369,936, and accrued interest in connection with the facility on June 30, 2026 was $93,523.See Note 10, Notes Payable and Convertible Debt.

Following the termination, UCIL believed the amount owed under the facility was larger than the amount reflected in the Company’s accounting records. Multiple written requests have been made, and UCIL has not provided any support for a larger amount*. See Note 14, Commitments and Contingencies,* andPart II, Item 1, “Legal Proceedings.”

Consulting Services - Christopher Gooding

Christopher Gooding, appointed as a director of the Company on August 10, 2023, is an attorney licensed in the United Kingdom. He previously provided limited consulting services to the Company’s outside general counsel on select U.K. legal matters that could potentially impact the Company. These consulting services began in February 2024, and Mr. Gooding was compensated separately for his director compensation, receiving a total of $264,000 in 2024. To maintain his independence as a director, Mr. Gooding ceased providing all consulting services to the Company’s outside general counsel as of June 30, 2025. His compensation for consulting services from January 1, 2025 to June 30, 2025 was $144,000. Other than matters where Mr. Gooding is a named defendant alongside the Company in the legal proceeding initiated by Honey Tree Trading LLC further described inPart II, Item 1 – Legal Proceedings, Mr. Gooding provides opinions on all Board matters solely in his capacity as an independent director, with no additional compensation from the Company or its outside general counsel.

Loan from Executive Officer - Robert J. Stubblefield

During the quarter ended September 30, 2024, the Company entered into a borrowing arrangement with Robert J. Stubblefield, the Company’s Chief Financial Officer, to provide funding for certain operating expenses of the Company. On September 30, 2024, the Loan amount was $57,682. Additional amounts were provided by Mr. Stubblefield during the quarter ended December 31, 2024 and the loan amount at year end was $67,941. The Loan was issued at zero percent interest. In February 2025, the Company granted shares of common stock which repaid the loan in full.

Promissory Notes - Gregory Potts and Robert J. Stubblefield

On January 13, 2026, the Company issued promissory notes to two of its executive officers, Gregory Potts, the Company’s Chief Operating Officer, and Robert J. Stubblefield, the Company’s Chief Financial Officer and Interim President and Chief Executive Officer, in exchange for payroll that had accrued during 2022 for Mr. Potts and for 2023 through the summer of 2024 for both of them but had not been paid when due. The note issued to Mr. Potts has an original principal amount of $258,448 and was executed on the Company’s behalf by Mr. Stubblefield; the note issued to Mr. Stubblefield has an original principal amount of $291,485 and was executed on the Company’s behalf by Marc Bircham, Chairman of the Company’s Board of Directors. No portion of either note has been paid repaid or converted, and the full principal amount of each remains outstanding*. See Note 10, Notes Payable and Convertible Debt*, for each note’s interest rate, maturity date, and accrued interest.

*Related Person Determination.*****Because Mr. Potts and Mr. Stubblefield are each executive officers of the Company, both notes are related person transactions under the Company’s Related Party Transactions Policy and under Item 404(a) of Regulation S-K, and each is a related party transaction under ASC 850. The two notes carry different governance profiles worth noting separately: the Potts Note was executed by Mr. Stubblefield, a fellow executive officer, in favor of Mr. Potts, while the Stubblefield Note was executed by Mr. Bircham, the Board’s independent Chairman, in favor of Mr. Stubblefield, which is the structure that Nasdaq Listing Rule 5630 and ordinary governance practice call for when an officer’s own compensation is at issue.

Veloce-Related Arrangements - MPA Commercial Ltd and MPA Creative Ltd

Dan Bailey, the Company’s Chief Commercial Officer and a member of its Board of Directors, is a shareholder, director and officer of MPA Commercial Ltd, a United Kingdom public relations agency, and MPA Creative Ltd, a United Kingdom motorsport marketing company (together, the “MPA Entities”). Both companies did business with Veloce before the Company acquired a controlling interest in it on February 17, 2026 (the “Veloce Acquisition Date”), and those relationships have continued. Mr. Bailey and MPA Creative Ltd were also each selling shareholders of Veloce under the Share Purchase Agreements for the Veloce acquisition*(see Note 4, Business Combination and Acquisitions).* U.S. dollar amounts below are translated as described in Note 2, Foreign Currency Translation.

Loan from MPA Creative Ltd. In October 2024, about sixteen months before the Veloce Acquisition Date, MPA Creative Ltd advanced Veloce Esports Limited £130,000 (approximately $172,300) in four transactions under an unsecured arrangement that carries no stated interest and has no fixed maturity date. The arrangement predates the Company’s acquisition of Veloce and its current management, and the Company did not negotiate or approve it. Veloce repaid £30,000 (approximately $39,761) before the Veloce Acquisition Date and a further £5,000 (approximately $6,627) between the Veloce Acquisition Date and June 30, 2026. As of June 30, 2026, £95,000 (approximately $125,911) remained outstanding.See Note 10, Notes Payable and Convertible Debt, for the recorded balance and balance sheet classification.

Service arrangements. MPA Commercial Ltd provides public relations services to Veloce Esports Limited, and MPA Creative Ltd provides motorsport marketing services to Veloce Racing Limited.

Balances. As of June 30, 2026, Veloce had accounts receivable of £22,270 (approximately $29,516) from the MPA Entities and trade payables of £95,000 (approximately $125,911) owed to them. These balances are included in accounts receivable, net and trade payables on the condensed consolidated balance sheet.

Related Person Determination. Because Mr. Bailey is the Company’s Chief Commercial Officer and a member of the Company’s Board of Directors, and is also a shareholder and a director and officer of both MPA Commercial Ltd and MPA Creative Ltd, each of the arrangements described herein, the pre-existing MPA Creative Ltd loan, the ongoing MPA Commercial Ltd and MPA Creative Ltd service arrangements, and the resulting accounts receivable and accounts payable balances, is a related person transaction under the Company’s Related Party Transactions Policy, under Item 404(a) of Regulation S-K (as modified for smaller reporting companies by Item 404(d)), and under ASC 850. MPA Creative Ltd was also, separately, a selling shareholder of Veloce under the Share Purchase Agreements comprising the Veloce acquisition*(see Note 4, Business Combination and Acquisitions),* which is an independent basis for related person status to the extent MPA Creative Ltd’s resulting ownership of the Company’s common stock meets the beneficial ownership threshold under Item 404(a).

As a smaller reporting company, the Company applies the disclosure threshold in Item 404(d), the lesser of $120,000 or one percent of the Company’s average total assets for its last two completed fiscal years. The MPA Creative Ltd loan balance alone, $125,911 as of June 30, 2026, exceeds $120,000, which is the ceiling of that threshold regardless of the asset-based prong; the aggregate amount involved across the loan, the accounts payable balance, and the service fees described above is correspondingly in excess of the disclosure threshold.

Veloce-Related Arrangements - Jamie MacLaurin Promissory Notes

In connection with the Veloce acquisition*(see Note 4, Business Combination and Acquisitions),* the Company identified three promissory notes, two in the principal amount of £10,000 and made on January 29, 2026, and an older one in the amount of £3,510 (£23,510 in the aggregate, or approximately $31,061 (see Note 2, Foreign Currency Translation), under which Veloce Esports Limited and Quadrant respectively, loaned funds to Jamie MacLaurin, a Senior Vice President and executive officer of the Company, prior to the Veloce Acquisition Date. The notes are non-interest-bearing unless not repaid by their maturity date of September 30, 2027, at which time interest begins to accrue. Veloce’s management disclosed the existence of these notes to the Company.

Related Person Determination. Because Mr. MacLaurin is an executive officer of the Company, the Company’s continued maintenance of these notes following the Veloce Acquisition Date raises considerations under Section 402 of the Sarbanes-Oxley Act of 2002 (Section 13(k) of the Securities Exchange Act of 1934), which generally prohibits a public company, directly or through any subsidiary, from extending or maintaining credit, or arranging for the extension of credit, in the form of a personal loan to or for any director or executive officer.

Mr. MacLaurin has repaid the notes as of the filing of this report.

Veloce-Related Arrangements - Jack Clarke Promissory Note

In connection with the Veloce acquisition*(see Note 4, Business Combination and Acquisitions),* the Company identified a promissory note in the amount of £1,594, approximately $2,066 (see Note 2, Foreign Currency Translation), under which Veloce lent funds to Jack Clarke, Chief Strategy Officer and an executive officer of the Company, prior to the Veloce Acquisition Date. The note is non-interest-bearing. Veloce’s management disclosed the existence of this note to the Company.

Related Person Determination. Because Mr. Clarke is an executive officer of the Company, the Company’s continued maintenance of these notes following the Veloce Acquisition Date raises considerations under Section 402 of the Sarbanes-Oxley Act of 2002 (Section 13(k) of the Securities Exchange Act of 1934), which generally prohibits a public company, directly or through any subsidiary, from extending or maintaining credit, or arranging for the extension of credit, in the form of a personal loan to or for any director or executive officer.

Mr. Clarke has repaid the note as of the filing of this report.

Note 16. Subsequent Events

Management has evaluated these events in accordance with ASC 855, Subsequent Events, and determined that they represent non-recognized subsequent events, as it relates to conditions arising after the balance sheet date. Accordingly, no adjustments to the consolidated financial statements were required.

USA Today Litigation

On July 6, 2026, the Company commenced litigation in the District Court of Tarrant County, Texas against USA TODAY Co., Inc. (formerly Gannett Co., Inc.), and certain affiliated entities relating to an Advertising Agreement executed in December 2016. The complaint alleges that the defendants have refused to recognize or permit the Company’s use of the remaining advertising inventory available under the agreement despite the Company’s efforts since 2024 to exercise its contractual rights. The Company is seeking declaratory relief, damages, and other available remedies. As of the date these financial statements were issued, the litigation remains in its preliminary stages.See Part II, Item 1, “Legal Proceedings.”

Sports.com Predict Public Launch

On July 22, 2026, Sports.com Predict moved from a limited, waitlist-based rollout to full public access, in jurisdictions where such access is currently permitted, and the platform’s catalog expanded to 1,195 prediction markets across 18 additional sports categories*. See Part I, Item 2, “Current Plan of Operations - Sports.com Predict.”*

Lottery.com Affiliate Model

On July 26, 2026, the Company’s Board of Directors approved the transition of Lottery.com exclusively to an affiliate-based operating model. On July 20, 2026, the Company announced International Gaming Alliance (“IGA”) as its first partner under this model, 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.See Part I, Item 2, “Current Plan of Operations - Lottery.com Affiliate Model.”

Other matters arising after June 30, 2026 are addressed in the sections of this Report to which they most directly relate, including the restatement of previously issued financial statements described in Note 3 and the Company’s Nasdaq listing compliance status describedin Part I, Item 2, “Impact of Legacy Matters on Current Operations.”

Reverse Stock Split

Effective July 31, 2026, the Company effected a 1-for-7 reverse stock split of its common stock, as described in Note 11. Share and per-share amounts in these condensed consolidated financial statements have been retroactively adjusted for all periods presented.

Expiration of Public Warrants

On October 29, 2026, the Company’s publicly traded warrants (Nasdaq: LTRYW), exercisable for an aggregate of 14,375 shares of common stock at $16,100.00 per share, expired in accordance with their terms without having been exercised. Nasdaq has filed a Form 25 to remove the warrants from listing, and they are no longer outstanding. Removal of the public warrants from listing on Nasdaq had no effect on the Company’s common stock and the expiration had no effect on the Company’s Financial Statements.See Note 11, Stockholders’ Equity.