Sports Entertainment Gaming Global Corp 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________________ to ___________________ Commission File Number 001-38508 SPORTS ENTERTAINMENT GAMING GLOBAL CORPORATION (Exact name of registrant as specified in its Charter) Delaware 81-1996183 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 5049 Edwards Ranch Road , 4 th Floor , Fort Worth , TX 76109 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (737) 587-3391 Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common stock, par value $0.001 per share SEGG The Nasdaq Stock Market LLC Warrants to purchase one share of common stock, each at an exercise price of $2,300.00 LTRYW The Nasdaq Stock Market LLC Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☐ NO ☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES ☐ NO ☒ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒ NO ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES ☒ NO ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant as of December 31, 2025, the last business day of the registrant’s most recently completed fourth fiscal quarter, was approximately $ 5.2 million, calculated by using the closing price of the registrant’s common stock on such date on The Nasdaq Stock Market LLC of $0.73. As of July 7 2026, there were 22,816,406 shares of the registrant’s common stock, par value $ 0.001 per share, outstanding. Table of Contents Page PART I 1 Item 1. Business. 1 Item 1A. Risk Factors. 13 Item 1B. Unresolved Staff Comments. 48 Item 1C Cybersecurity 48 Item 2. Properties. 48 Item 3. Legal Proceedings. 48 Item 4. Mine Safety Disclosures. 51 PART II 52 Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. 52 Item 6. [Reserved]. 57 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 58 Item 7A. Quantitative and Qualitative Disclosures About Market Risk. 68 Item 8. Financial Statements and Supplementary Data. F-1 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. 69 Item 9A. Controls and Procedures. 69 Item 9B. Other Information. 71 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. 71 PART III 72 Item 10. Directors, Executive Officers and Corporate Governance. 72 Item 11. Executive Compensation. 77 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 80 Item 13. Certain Relationships and Related Transactions, and Director Independence. 81 Item 14. Principal Accounting Fees and Services. 81 PART IV 83 Item 15. Exhibits, Financial Statement Schedules. 83 Item 16. Form 10-K Summary 84 i CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including statements about the financial condition, results of operations, earnings outlook and prospects of Sports Entertainment Gaming Global Corporation (“SEGG Media”, “SEGG”, the “Company”, “we” or “us”). Forward-looking statements appear in a number of places in this Annual Report, including, without limitation, under the headings in Part I, “ Item 1. Business ,” “ Item 1A. Risk Factors ,” and in Part II, “ Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. ” In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are based on the current expectations of the management of SEGG Media and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors discussed and identified in public filings made with the Securities and Exchange Commission (the “SEC”) by SEGG Media, as well as the following: ● We have been named as a defendant in a number of civil lawsuits filed by purchasers of our securities, that could have a material adverse impact on our business, financial condition, results of operation and cash flows, and our reputation. ● In July 2022, the Company furloughed the majority of its employees and suspended its lottery game sales operations after determining that it did not have sufficient financial resources to fund operations or pay certain existing obligations, including payroll and related obligations. ● We need additional capital to, among other things, grow operations, add additional employees in key roles and pay our expenses. Such capital may not be available or may not be available on commercially acceptable terms, if at all. If we do not receive the additional capital, we may be forced to curtail or abandon our plans to expand operations and we may need to permanently cease our operations. ● If we fail to implement and maintain an effective system of internal controls, we may be unable to accurately report our results of operations, meet our reporting obligations or prevent fraud against the Company, and investor confidence and the trading price of our common stock and warrants may be materially and adversely affected. ● Our inability to compete for consumer discretionary time and income. ● Economic events, geopolitical and political and market conditions, and other factors beyond our control. ii ● Negative events or media coverage relating to our business, our management and directors, the lottery, lottery games or online gaming or betting. ● Our inability to attract and retain customers, including as a result of failing to appear in Internet search engine results. ● Our continued ability to use existing, and add new, domain names to promote and increase the value of our brands and key business segments. ● Scrutiny by stakeholders with respect to responsible gaming and ethical conduct. ● Our ability to achieve profitability and growth. ● Our inability to profitably expand into new markets or capitalize on industry trends and changes, such as by developing successful new product offerings. ● The effectiveness of our marketing efforts in developing and maintaining our brands and reputation. ● Failure to offer high-quality user support. ● Adverse impacts to user relationships resulting from disruptions to our information technology. ● The vulnerability of our information systems to cyberattacks, including an inability to securely maintain personal and other proprietary user information. ● Our inability to adapt to changes or updates in the Internet, mobile or personal devices, or new technology platforms or network infrastructures. ● Our inability to comply with complex, ever-changing and multi-jurisdictional regulatory regimes and other legal requirements applicable to the gaming and lottery industries in the markets that we serve. ● Geopolitical shifts and changes in applicable laws or regulations or the manner in which they are interpreted. ● Our inability to successfully expand geographically and acquire and integrate new operations. ● Our dependence on third-party service providers to timely perform services or provide software component products for our platforms and product offerings and the processing of user payments and withdrawals on a timely basis. ● Our inability to maintain successful relationships or agreements with third-party marketing or service provider affiliates. ● Failure of third-party service providers to protect, enforce, or defend intellectual property rights required to fulfill contractual obligations required for the operation of our business. ● The effectiveness of our transition and compliance with the regulatory and other requirements of being a public company. ● We are not currently in compliance with the continued listing standards of Nasdaq and we may not be able to regain compliance with Nasdaq’s continued listing standards in the future. ● Limited liquidity and trading of our securities in the public markets. ● Our lenders (as defined herein) may not loan us the amounts they agreed to under loan agreements (as defined herein). ● Our obligations under certain loan agreements are secured by a first priority security interest in substantially all of our assets and if we were to default, they could force us to curtail or abandon our business plans and operations. ● The issuance and sale of common stock upon conversion of the amounts owed or upon exercise of the warrants issued to Woodford, UCIL, or investors placed by Univest (each as defined herein) under each’s respective loan agreements may depress the market price of our common stock and cause substantial dilution. ● We currently owe money under our loan agreements, which we may not be able to repay on each agreement’s terms and conditions. ● Other factors described in this Report under the heading “ Item 1A. Risk Factors .” The risks described under the heading “ Item 1A. Risk Factors ” are not exhaustive. Other sections of this Report describe additional factors that could adversely affect the business, financial condition or results of operations of the Company. New risk factors emerge from time to time, and it is not possible to predict all such risk factors, nor can we assess the impact of all such risk factors on our business, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements, which speak only as of the date hereof. All forward-looking statements attributable to SEGG Media or persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements. SEGG Media. undertakes no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law and regulation. iii PART I Item 1. Business. Legacy Matters and Corporate Reset We were originally formed as Trident Acquisition Corp., a Delaware corporation on March 17, 2016, for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization, recapitalization or other similar business combination with one or more businesses. On October 29, 2021, we consummated a business combination (the “Business Combination”) with AutoLotto, Inc. (“AutoLotto”). Following the closing of the Business Combination (the “Closing”) we changed our name from “Trident Acquisitions Corp.” to “Lottery.com Inc.” and the business of AutoLotto became our business. On January 27, 2026, the Company changed its name to Sports Entertainment Gaming Global Corporation (“SEGG Media.”). Unless the context requires otherwise, references to the “Company,” “we,” “us,” “our,” “Lottery.com”, “Lottery.com Inc.,” “SEGG,” and “SEGG Media” refer to Sports Entertainment Gaming Global Corporation and its consolidated subsidiaries. The Company has undertaken a comprehensive transformation to address historical operational, financial, and governance challenges (collectively, “Legacy Matters”) that primarily arose prior to mid-2022. These Legacy Matters materially impacted the Company’s business operations, financial condition, and capital structure. Since that time, management and the Board have executed a disciplined corporate reset designed to stabilize the business, strengthen governance, and reposition the Company for sustainable, revenue-driven growth. Decisive Actions to Address Historical Disruption In 2022, the Company experienced a significant disruption to its legacy operations, including the cessation of certain core business activities. This disruption resulted in a meaningful contraction in revenue and necessitated immediate action to preserve liquidity and stabilize the enterprise. Management responded by implementing cost containment measures, rationalizing operations, and prioritizing capital allocation toward critical restructuring and compliance initiatives. These actions, while necessary, fundamentally reshaped the Company and created a clear inflection point from which the current strategy has emerged. Legacy Revenue Model Concentration Historically, the Company’s revenue model was substantially concentrated in lottery ticket sales and related transactional services. Our legacy lottery platform was designed to enable users to remotely purchase legally authorized lottery games through licensed partners, while providing data analytics, affiliate marketing solutions and promotional tools to commercial clients. This single-line revenue dependence limited diversification and exposed the business to regulatory, operational, and market-specific risks inherent to the lottery ecosystem. The disruption to these operations in 2022 underscored the limitations of this model and highlighted the need for a more diversified and resilient revenue base. As part of the corporate reset, the Company expanded beyond lottery facilitation into broader sports and entertainment verticals, combining content creation, digital publishing, domain-based audience acquisition and interactive gaming technologies. This evolution reflects our strategy to leverage established brands, premium digital assets and media platforms to drive diversified revenue streams. Strengthening Financial Reporting and Internal Controls The Company identified material weaknesses in its internal control over financial reporting during this period, including limitations in technical accounting resources, deficiencies in review and oversight processes, delays in financial reporting, and insufficient segregation of duties. Since that time, the Company has taken targeted actions to enhance its control environment, including upgrading finance and accounting capabilities, implementing more robust review procedures, utilizing outside accounting and reporting resources, and improving financial reporting processes. These efforts are part of an ongoing remediation plan designed to align the Company’s internal controls with the expectations of a Nasdaq-listed public company and support reliable, timely financial reporting. Governance Reset and Leadership Alignment A key component of the corporate reset has been the realignment of leadership and governance. The Company has refreshed its executive team and Board composition to enhance oversight, improve accountability, and bring in experience aligned with the Company’s evolving strategic focus. This governance reset reflects a deliberate shift toward execution-oriented leadership with experience in capital markets, operational restructuring, and strategic transactions. The current leadership team is focused on disciplined decision-making, capital efficiency, and delivering measurable results. Resolution and Management of Legacy Legal and Regulatory Matters The Company has addressed, and continues to manage, certain legal and regulatory matters arising from historical activities. These matters have required the allocation of financial and management resources; however, the Company has taken proactive steps to cooperate with regulatory authorities and implement enhanced compliance and oversight practices. Management believes these actions have materially strengthened the Company’s risk management framework and reduced exposure to similar issues going forward. Additional information is provided in “Item 3. Legal Proceedings” and in the notes to the consolidated financial statements. Rebuilding the Capital Base and Liquidity Profile The Legacy Matters had a significant impact on the Company’s liquidity and capital structure, necessitating a shift toward external financing to support operations and restructuring efforts. The Company has executed financing transactions involving both equity and debt securities to fund its transformation. These actions have been critical to stabilizing the business and positioning the Company to pursue growth opportunities. Management remains focused on optimizing the capital structure and deploying capital in a manner that is expected to generate attractive risk-adjusted returns. 1 Strategic Repositioning Toward Scalable, Revenue-Generating Platforms As part of its corporate reset, the Company has repositioned its strategy toward building a diversified platform at the intersection of sports, entertainment, and gaming, with a clear emphasis on revenue generation and scalability. Key elements of this repositioning include: ● Prioritizing acquisitions and partnerships with existing revenue streams and growth potential; ● Expanding digital media, content, and audience monetization capabilities; ● Leveraging owned and controlled brands and platforms to drive engagement and commercial opportunities; and ● Pursuing international expansion opportunities in targeted markets. This strategy reflects a deliberate move away from early stage , capital-intensive or speculative initiatives toward initiatives with clearer pathways to monetization and value creation. A Disciplined, Execution-Focused Operating Model The Company has adopted a disciplined operating framework centered on capital allocation, execution, and accountability. Management prioritizes initiatives that are either supported by existing capital or expected to contribute meaningfully to near- or medium-term financial performance. This approach is designed to balance growth with financial prudence and to ensure that the Company’s resources are deployed efficiently to maximize stockholder value. Current Position and Path Forward The actions taken to address Legacy Matters have established a foundation for the Company’s next phase of growth. While the effects of these matters continue to influence the Company’s financial condition, the business has transitioned from stabilization to a strategic growth phase focused on execution. Management is focused on: ● Scaling revenue-generating operations; ● Integrating and optimizing strategic acquisitions; ● Strengthening the balance sheet; and ● Maintaining a robust control and compliance environment. The Company believes that the combination of a refreshed leadership team, improved governance, and a clear strategic focus positions it to capitalize on opportunities within its target markets and deliver long-term value to stockholders. Overview and Recent Developments SEGG Media is a global sports, entertainment and gaming company operating at the intersection of digital content, fan engagement and regulated gaming. Originally founded in 2016 as a technology platform focused on facilitating lawful lottery participation and data services, the Company has evolved into a diversified media and interactive entertainment enterprise. Through strategic restructuring and expansion, SEGG Media is building an integrated ecosystem designed to connect fans to the games, events and experiences they care about in compliant, technology-enabled environments. SEGG Media’s growth strategy includes acquiring and scaling revenue-generating assets in sports media, digital publishing, esports, fan communities and gaming technology. The Company has pursued majority and supermajority ownership positions in strategic targets to consolidate operations, expand global reach and create cross-platform monetization opportunities. Our portfolio approach is designed to integrate media distribution, sponsorship, advertising, data, subscription, licensing and regulated gaming revenue models under a unified brand architecture. We operate with a focus on regulatory compliance, corporate governance and scalable infrastructure appropriate for a publicly traded company. Our operations are subject to applicable federal, state and international laws governing gaming, promotional activities, advertising, data privacy and securities regulation. We are committed to maintaining transparent reporting practices, strong internal controls and aligning management incentives with long-term shareholder value creation. SEGG Media’s mission is to build a globally recognized sports, entertainment and gaming platform that combines immersive content, innovative technology and responsible engagement. By leveraging strategic acquisitions, premium digital properties and experienced leadership, we seek to deliver sustainable growth, expand international market presence and create long-term value for our shareholders. 2 The Company owns and operates three premium domain brands: Sports.com, Concerts.com, and Lottery.com representing the Company’s three operating focuses: Sports, Entertainment, and Gaming. Sports Sports.com is a next-generation global sports streaming and content platform designed to meet the evolving demands of digital audiences. Focused on delivering premium short-form video, curated articles, access to predictive markets and live event coverage, the platform combines mobile-first accessibility, AI-driven personalization, and community engagement to create a unified experience for fans worldwide. The business launched with a sponsor-supported freemium model. Initial target markets include the United States, Latin America (LATAM), India, and the Gulf Cooperation Council (GCC) regions with fast-growing streaming adoption and underserved sports segments. The platform will also build strategic partnerships with regional sports leagues, influencers, and brands to accelerate content acquisition and market penetration. Additionally, the Company will develop, produce and distribute compelling sports-focused films, docuseries, and premium digital content. This new arm of the business will serve as the cornerstone of the Company’s global expansion into entertainment media and immersive storytelling. Currently in development, Sports.com Predict will introduce prediction functionality directly into the Sports.com ecosystem, creating a high-margin, recurring revenue stream for SEGG Media. By embedding prediction markets at the heart of Sports.com, the Company expects to convert fan engagement into transactional activity, unlocking a scalable growth engine as the global prediction markets sector expands. The Company has three wholly-owned subsidiaries to support the operations of the Sports-related activities: Sports.com Media Group Ltd, Sports.com Studios Ltd., and Sports Predicts Ltd. Entertainment The Company is pursuing multiple revenue models in the entertainment vertical. Through TicketStub.com, the Company has a platform which allows it to generate revenue via direct-to-consumer ticket sales and through affiliate commissions with both first and second tier ticketing services. Concerts.com will focus on delivering free and subscription-based content related to the music industry. Features will include live and recorded concert streaming, music instruction, a licensed and fan-produced merchandise marketplace, and entertainment news. The Company’s majority owned subsidiary, DotCom Ventures, Inc., operates two brands to support the operations of entertainment related activities: TicketStub.com and Concerts.com. Gaming The Company has an independent third-party lottery game service. It offers multiple gaming platforms to enable the remote purchase of legally sanctioned lottery and sweepstakes games in the U.S. and abroad (the “Platforms”). The Company’s revenue generating activities are focused on (i) offering the Platforms via apps and websites to users located in the U.S. and international jurisdictions where the sale of lottery and sweepstakes games is legal and our services are enabled for the remote purchase of legally sanctioned games (our “B2C Platform ” ); (ii) delivering global lottery data, such as winning numbers and results, and sports data, such as scores and statistics, to commercial digital subscribers and providing access to other proprietary, anonymized transaction data pursuant to multi-year contracts (“Data Service”); and (iii) transitioning Lottery.com into a high-authority, content-rich website that provides comprehensive information about lotteries, including results, analysis, comparisons, tools, and regulatory context and driving revenue through a Cost-per-Acquisition (CPA) or Revenue-Share model with third-party partners. As a provider of lottery products and services, the Company is required to comply with, and its business is subject to, regulation in each jurisdiction in which the Company offers the B2C Platform. In addition, it must also comply with the requirements of federal and other domestic and foreign regulatory bodies and governmental authorities in jurisdictions in which the Company operates or with authority over its business. The Company’s business is additionally subject to multiple other domestic and international laws, including those relating to the transmission of information, privacy, security, data retention, and other consumer focused laws, and, as such, may be impacted by changes in the interpretation of such laws. 3 Appointment of New Member of the Board of Directors On May 13, 2025, the Board of Directors of the Company approved the addition of Mr. Marc Bircham as a member of the Company’s Board of Directors (“Board”). Mr. Bircham was appointed as a Class II director with a term expiring at the Company’s 2027 annual meeting of stockholders or until his successor is duly elected and qualified. He was elected as Chairman of the Board on November 30, 2025. On February 25, 2026, the Board appointed Robert Stubblefield and Daniel Bailey to serve as members of the Board. Mr. Stubblefield was appointed as a Class II director with a term expiring at the Company’s 2027 annual meeting of stockholders or until his successor is duly elected and qualified. Mr. Bailey was appointed as a Class III director with a term expiring at the Company’s 2028 annual meeting of stockholders or until his successor is duly elected and qualified. Asset Acquisition- PlusEVO Ltd. and 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 create a new entity, Spektrum Ltd, which will become a provider of technology supporting international lottery and gaming operations. The purchase price for the acquisition was $1.5 million, payable in 50,000 shares of the Company’s restricted common stock at a fixed price of $30.00 per share. The shares are 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. The asset acquisition is intended to support the Company’s international expansion strategy by providing ownership of a technology platform that can be leveraged to scale operations, enhance product offerings, and support entry into new regulated markets. Asset Acquisition-DotCom Ventures Inc. The Company completed the acquisition of 51% of DotCom Ventures Inc [“DVI”] from Concerts Inc. through a signed Share Purchase Agreement (SPA) executed on July 25, 2025. Valuation for DVI is $10 million. At closing, the Company made an in-kind payment of $5.1 million of common stock for 51,000 shares of DVI. The Agreement contains a Call Option, which provides the Company with the right to purchase up to the entire share capital of DVI as follows: (i) Ten Thousand (10,000) shares for One Million Dollars ($1,000,000.00) cash by not later than December 31, 2025; (ii) Fifteen Thousand (15,000) shares for One Million Five Hundred Thousand Dollars ($1,500,000.00) cash by not later than May 31, 2026; (iii) Five Thousand (5,000) shares for Five Hundred Thousand Dollars ($500,000.00) cash by not later than December 31, 2025; and (iv) Twenty Thousand (20,000) shares for Two Million Dollars ($2,000,000.00) in either shares or cash by not later than December 31, 2025 (the “Final Payment”). Unless extended by the parties in writing, portions of the Call Option will be revoked automatically upon the expiration of the funding deadlines set forth above without full payment of the corresponding funding obligation to DVI. Primary assets acquired include the domain names Concerts.com and Ticketstub.com along with social media accounts and trademarks associated with each and have been recorded as Intangible Assets in the Domain Name category. Amortization began during the third quarter of 2025. There are encumbrances against the domain names and all associated and ancillary assets for Secured Promissory Notes totaling $1,500,000 that were set to mature in December of 2025 but were subsequently modified . The Company must pay the Secured Notes to remove the encumbrances. Subsequent to the execution date of the SPA, the Company and certain Secured Notes holders amended the Secured Notes, extending the maturity dates. From the time of acquisition to the end of 2025 there was no substantive process where a set of inputs could be converted into a set of outputs and there was no workforce consisting of employees or organized contractors in place for converting acquired inputs into outputs. As a result, for the year ended December 31, 2025, the Company has accounted for this transaction as an acquisition of the intangible assets described above. The Company expects this transaction to change to controlling interest in the first quarter of 2026 when a workforce and substantive process will be in place. Asset Purchase Agreement with Galaxy Racer Holdings Limited On July 30, 2025, the Company entered into an Asset Purchase Agreement (the “Agreement”) with Galaxy Racer Holdings Limited, a British Virgin Islands entity (“GXR”). Pursuant to the Agreement, the Company agreed to acquire substantially all of the assets of GXR (the “Assets”), including the GXR platform and mobile application, underlying technology stack, user base, and associated licenses, for an aggregate purchase price of $10.0 million (the “Purchase Price”). The Purchase Price was structured to be satisfied through a combination of equity consideration in the form of restricted stock units and the transfer of a minority ownership interest in a newly formed subsidiary that would hold the acquired Assets. On December 20, 2025, following a review of the Company’s strategic priorities, capital allocation framework, and evolving market conditions, the Company’s Board of Directors approved a decision to exit the Agreement. As a result, the Company did not complete the acquisition of the GXR Assets. No assets or results of operations related to GXR are included in the Company’s December 31, 2025 financial statements 4 Capital Markets Activity During 2025, the Company accessed the capital markets through the filing of registration statements on Forms S-1 and S-3, providing flexibility to raise capital and facilitate liquidity for existing investors. On April 11, 2025, the Company filed a Form S-1 registration statement to registering a number of shares in connection with a Stock Purchase Agreement executed by the company on November 21, 2024, (the “Agreement”) with Generating Alpha Ltd., a St. Kitts and Nevis company, (the “Investor”). The Investor has agreed to purchase from the Company up to One Hundred Million Dollars ($100,000,000) (the “Commitment Amount”) of the Company’s fully registered, freely tradable common stock (the “Common Stock”) under certain terms and conditions. Pursuant to the terms of the Agreement the Company can request a “Put” on the purchase of its stock and the Investor has agreed to purchase the Company’s shares at ninety (90%) percent of the “Market Price.” Market Price shall be defined as the average VWAP of the common stock twenty (20) trading days immediately preceding the Put (“Maximum Put Amount”). The dollar amount of Common Stock sold to the Investor in each Put may not be less than $20,000 and the maximum amount will equal 100% of the Average Daily Trading Volume. The Maximum Put Amount may be increased upon mutual written consent of the Company and the Investor. Puts are further limited to Investor owning no more than 4.99% of the Common Stock at any given time. The prospectus also relates to the offer and resale from time to time by the selling shareholders named therein (the “Selling Shareholders”), or their permitted transferees of shares of common stock, consisting of (i) 2,810,897 shares of common stock (ii) 458,370 shares of common stock issuable upon exercise of outstanding warrants (iii) shares of common stock related to conversion of 1,906,693 prefunded common stock warrants (together the “Commitment Fee Warrant Shares”) and (iv) 512,662 issued to the Investor as a commitment fee (the “Commitment Fee Shares) upon the execution of a stock purchase agreement dated November 13, 2024 (the “Stock Purchase Agreement”). The Company registered the resale of up to 25,688,622 shares of common stock, comprised of (i) 20,000,000 Stock Purchase Agreement Shares (as defined in the Form S-1)), (ii) 2,810,897 shares of common stock, (iii) 458,370 shares of common stock issuable upon exercise of outstanding warrants and (iii) 1,906,693 prefunded warrants (together the “Commitment Fee Warrant Shares”) and (iv) 512,662 shares of common stock issued to the Investor as a commitment fee (the “Commitment Fee Shares”) upon the execution of a stock purchase agreement dated November 13, 2024 (the “Stock Purchase Agreement”). On November 13, 2025, the Company initially filed a registration statement on Form S-3, as subsequently amended (the “Form S-3”), with the SEC. The Form S-3 was declared effective by the SEC on November 26, 2025. The Form S-3 provides for a combined shelf registration and secondary resale offering, including: a primary shelf offering of up to $300,000,000 of the Company’s securities, which may include common stock, preferred stock, debt securities, warrants, rights, or units; and a secondary offering of up to 1,068,241 shares of common stock for resale by certain selling stockholders. The securities registered under the Form S-3 may be offered from time to time in one or more transactions at fixed prices, prevailing market prices, or negotiated prices pursuant to Rule 415 under the Securities Act. The Company may receive proceeds from any securities it issues under the primary offering. The Company does not receive proceeds from the resale of shares by selling stockholders, except to the extent of any proceeds received upon the exercise of warrants which were not prefunded. Securities Purchase Agreement with Evergreen Capital Management, LLC 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 million. The note included an original issue discount of $0.375 million, resulting in net proceeds of $2.5 million to the Company. Funding was structured in two tranches: an initial $0.5 million at closing and $2.0 million upon (i) the effectiveness of a registration statement covering the underlying shares and (ii) receipt of requisite shareholder approval in accordance with 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 entered into a Termination Agreement with Evergreen pursuant to which the parties agreed to terminate the convertible promissory note and the related Securities Purchase Agreement. The termination became effective upon the issuance of shares of common stock pursuant to Conversion Notice #7, dated January 13, 2026. As a result, the note and the Securities Purchase Agreement are null and void and of no further force or effect, and no additional amounts are due or payable by either party thereunder. Stock Purchase Agreement with Generating Alpha Ltd. As reported on form 8-K on November 29, 2024, on November 21, 2024, a fully executed Stock Purchase Agreement (the “Agreement”) was entered into by and between the Company and Generating Alpha Ltd., a St. Kitts and Nevis company, (the “Investor”). The Investor has agreed to purchase from the Company up to One Hundred Million Dollars ($100,000,000) (the “Commitment Amount”) of the Company’s fully registered, freely tradable common stock (the “Common Stock”) under certain terms and conditions. Pursuant to the terms of the Agreement the Company can request a “Put” on the purchase of its stock and the Investor has agreed to purchase the Company’s shares at ninety (90%) percent of the “Market Price.” Market Price shall be defined as the average VWAP of the common stock twenty (20) trading days immediately preceding the Put (“Maximum Put Amount”). The dollar amount of Common Stock sold to the Investor in each Put may not be less than $20,000 and the maximum amount will equal 100% of the Average Daily Trading Volume. The Maximum Put Amount may be increased upon mutual written consent of the Company and the Investor. Puts are further limited to Investor owning no more than 4.99% of the Common Stock at any given time. 5 In accordance with the Agreement, the Company issued to the Investor a Commitment Fee in shares of the Company’s common stock equivalent to 1.5% of half of the Commitment Amount. After drawing down half of the Commitment Amount, the Company shall issue an additional 1.5% of half the Commitment Amount in shares of the Company’s common stock, not to exceed 4.99% of the Company’s issued and outstanding. Any amount that would exceed 4.99% of the Company’s issued and outstanding shall be issued in the form of a prefunded Common Stock Purchase Warrant. As reported on form 8-K on June 23, 2025, on June 16, 2025, a fully executed Amended Stock Purchase Agreement (the “Agreement”) by and between the Company and Generating Alpha Ltd., a St. Kitts and Nevis company, (the “Investor”) was entered into. The Investor has agreed to purchase from the Company up to Three Hundred Million Dollars ($300,000,000) (the “Commitment Amount”) of the Company’s fully registered, freely tradable common stock (the “Common Stock”) under certain terms and conditions. Pursuant to the terms of the Agreement the Company can request a “Put” on the purchase of its stock and the Investor has agreed to purchase the Company’s shares at ninety-four (94%) percent of the “Market Price.” Market Price shall be defined as the lowest VWAP of the common stock five (5) trading days after the Put (“Maximum Put Amount”) shares are delivered to Investor. The dollar amount of Common Stock sold to the Investor in each Put may not be less than $20,000.00 and the maximum amount will equal 100% of the Average Daily Trading Volume. The Maximum Put Amount may be increased upon mutual written consent of the Company and the Investor. Puts are further limited to Investor owning no more than 4.99% of the Common Stock at any given time. Upon execution of the Agreement, the Company issued to the Investor a Commitment Fee of 682,410 shares (68,241 shares of the Company’s common stock after the 10:1 reverse split effectuated on August 28, 2025) of the Company’s common stock in the form of a prefunded Common Stock Purchase Warrant. After the Company has received $100,000,000 of the Commitment Amount from Investor, for each subsequent tranche of $50,000,000, the Company shall issue an additional 1.5% of $50,000,000 in shares of the Company’s Common Stock in the form of a prefunded Common Stock Purchase Warrant. Calculation for the number of shares to be included in the prefunded Common Stock Purchase Warrant shall be based off of the volume weighted average price of stock on the Clearing Date of the last Put Notice. Payment may be withheld from the last Put Notice until the prefunded Common Stock Purchase Warrant has been issued. 2025 Annual Meeting of Shareholders The Company held its 2025 Annual Meeting of Stockholders on February 9, 2026. A quorum was present at the meeting. A proposal to amend the Company’s certificate of incorporation to change its name from “Lottery.com Inc.” to “Sports Entertainment Gaming Global Corporation” was withdrawn, as stockholder approval was not required under Delaware law. Stockholders approved the election of one Class III director to serve until the 2028 annual meeting of stockholders, ratified the appointment of the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, approved the issuance of shares of common stock and warrants in excess of 20% of the Company’s outstanding common stock in accordance with applicable Nasdaq listing rules, approved amendments authorizing the Board of Directors to effect one or more forward and reverse stock splits within specified ranges, and approved, on an advisory basis, the adjournment of the Annual Meeting, if necessary, to solicit additional proxies. Executive Leadership Changes On November 30, 2025, the Board of Directors approved a leadership transition as part of the Company’s ongoing operational reset. Matthew McGahan was terminated from his roles as Chief Executive Officer, President, Secretary, and Chairman, effective immediately, and no longer serves in any executive or subsidiary capacities. He remained a member of the Board through the expiration of his current term which was the Annual Meeting of Shareholders held on February 9, 2026. In connection with this transition, the Board appointed Robert Stubblefield, the Company’s Chief Financial Officer since July 2023, as Secretary as well as Interim Chief Executive Officer and Interim President. Mr. Stubblefield also assumed oversight of the Company’s subsidiaries. His interim appointment is expected to continue through March 31, 2026, or until a permanent Chief Executive Officer is appointed. Mr. Stubblefield brings significant public company financial and operational experience, including approximately 18 years in senior finance and operations roles and expertise in internal controls and Sarbanes-Oxley compliance. The Company have not finalized the terms of his separation, including customary matters relating to compensation, equity treatment, and other standard provisions. As of the date of this Report, no separation agreement has been finalized. The Company has not yet established compensation terms for Mr. Stubblefield’s expanded role, each of which is expected to be disclosed in a future filing. Nasdaq Listing The Company currently trades on the Nasdaq Stock Exchange under the symbol, SEGG, and its warrants trade on the Nasdaq Stock Exchange under the symbol, LTRYW. The Company is not currently in compliance with Nasdaq listing standards. The Company has previously experienced periods of non-compliance, most frequently as a result of failure to satisfy Rule5250(c)(1) which requires timely filing of all required periodic financial reports with the SEC1. There can be no assurance that the Company will be able to meet its Nasdaq listing requirements and maintain its Nasdaq listings on a long-term basis. 2022 Loan Agreement with Woodford Eurasia Assets, Ltd. On December 7, 2022, the Company entered into a loan agreement with Woodford Eurasia Assets, Ltd. (“Woodford”), (the “Woodford Loan Agreement”), pursuant to which Woodford agreed to provide the Company with up to $52.5 million, subject to certain conditions and requirements. Pursuant to such Woodford Loan Agreement the Company received $798,351 by December 31, 2023. Woodford failed to meet its obligations under the Woodford Loan Agreement and the Company removed itself from any further obligation under Agreement or association with Woodford. Woodford subsequently filed a complaint in the High Court of Justice in London chancery Division. October 16, 2023, The High Court of Justice in London Chancery Division (“the Court”) dismissed an application for injunctive relief initiated by Woodford against the Company. (Case: FL-2023-000023. Woodford Eurasia Assets Limited v Lottery.com Inc.) The Court characterized Woodford’s application as “fundamentally misconceived” and ordered Woodford to pay the Company’s legal costs. Woodford subsequently, on the Judges’ recommendation, withdrew the proceedings. Woodford filed an additional action in the United States District Court for the District of Delaware on November 16, 2023 in Case No. 23-1317-GBW seeking a temporary restraining order, preliminary injunction and expedited discovery against Lottery.com and its directors. The Court entered an order the next day denying the relief sought by Woodford. On February 14, 2024, Woodford filed a Notice of Voluntary Dismissal Without Prejudice, which stated that Woodford provides notice of dismissal of all claims without prejudice against Defendants Lotttery.com and its directors. With the dismissal of this lawsuit by Woodford, no further action is required by Lottery.com or its directors at this time. The Company is determining its next course of action in resolving any further matters regarding Woodford. Amounts advanced under the Woodford Loan Agreement are convertible, at Woodford’s option, into shares of the Company’s common stock, par value $0.001 per share (the “common stock”), beginning 60 days after the first loan date at the rate of 80% of the lowest publicly available price per share of common stock within 10 business days of the date of the Loan Agreement (which was equal to $56.00 per share after the 1:10 reverse split which occurred on August 29, 2025), subject to a 4.99% beneficial ownership limitation which can be waived on 60 day’s notice and a separate limitation preventing Woodford from holding more than 19.99% of the issued and outstanding common stock of the Company, without the Company obtaining shareholder approval for such issuance above this amount. Proceeds of the loans could only be used by the Company to restart its operations and for general corporate purposes as agreed to by Woodford. The Woodford Loan Agreement includes confidentiality obligations, representations, warranties, covenants, and events of default, all of which are customary for a transaction of this size and nature. The Company also agreed to grant Woodford common stock purchase warrants (the “Woodford Warrants”) in an amount equal to 15% of the Company’s 50,925,271 then issued and outstanding shares of common stock (the quantity of stock then issued and outstanding prior to the 1:20 reverse stock split of August 9, 2023). Each Woodford Warrant has an exercise price equal to the average of the closing price of the Company’s common stock for each of the ten days prior to the first amount being debited from the bank account of Woodford, which currently equates to an exercise price of $56.00 per share following the 1:10 reverse stock split on August 29, 2025. In the event the Company fails to repay the amounts borrowed when due or Woodford fails to convert the amount owed into shares, the exercise price of the warrants may be offset by amounts owed to Woodford, and in such case, the exercise price of the warrants will be subject to a further 25% discount (i.e., will equal $42.00 per share). In connection with our entry into the Woodford Loan Agreement, the Company also entered into a Loan Agreement Deed, Debenture Deed and Securitization, with Woodford (the “Security Agreement”), which provides Woodford with a first floating charge security interest over all present and future assets of the Company in order to secure the repayment of amounts owed under the Woodford Loan Agreement. 6 On June 12, 2023, the Company entered into an amendment of the Woodford Loan Agreement with Woodford (the “Woodford Loan Agreement Amendment”), which provides that Woodford shall henceforth be able to convert, in whole or in part, the outstanding balance of its loan into the conversion shares at a conversion price that represents a further 25% discount to the original conversion price of 20%. The validity and application of the Woodford Loan Agreement Amendment is disputed by the Company. Despite requests from the Company, Woodford has repeatedly amongst other things: failed to prove the amounts borrowed by the Company or claimed to have been advanced by Woodford to the Company; failed to indicate if it would accept accelerated payment of those verified amounts; failed to provide an anti-money laundering acceptable account to which payment could be made by the Company and failed to explain failure to respond to requests for other funding to be accepted in the context of the Woodford Loan Agreement; failed to respond to requests for funding under the accordion facility of the Woodford Loan Agreement; and failed to respond to allegations of money laundering and conspiracy to defraud the Company and the matter has been referred to the Company’s legal counsel. Information regarding ongoing legal proceedings with Woodford can be found in the “Legal Proceedings” section of this form. Credit Facility with United Capital Investments London Limited On July 26, 2023, The Company entered into a credit facility (the “UCIL Credit Facility”), represented by a loan agreement, which was amended and restated on August 8, 2023, and subsequently amended on August 18, 2023 (as so amended, the “UCIL Loan Agreement”). The UCIL Loan Agreement is with United Capital Investments London Limited (“UCIL”), an entity in which each of Matthew McGahan, the Company’s then Chief Executive Officer and Chairman of the Company’s Board, and Barney Battles, a former member of the Board, have a direct or indirect interest. The decision by the Company to enter into the UCIL Loan Agreement followed, amongst other things, an acknowledgment by the Company that it had not received the requisite funding on a timely basis that it expected from Woodford, despite the Company making several requests to Woodford for said funding under the terms and conditions of the Woodford Loan Agreement. Moreover, the Board of Directors determined that it was in the best interest of the Company and its stockholders to enter into the UCIL Loan Agreement with UCIL, as an alternative lender to Woodford, upon receiving an event of default notice on July 21, 2023 (the “Default Notice”) and an event of default and crystallization notice on July 25, 2023 (the “Crystallization Notice”) from Woodford under the Woodford Loan Agreement. Neither McGahan or Battles participated in the vote on the UCIL agreement to ensure proper independence and correct corporate governance. On July 24, 2023, the Company responded to the Default Notice disputing that an event of default had occurred given the Company’s earlier announcement that UCIL had agreed to enter into a funding arrangement with the Company. On July 27, 2023, the Company replied to the Crystallization Notice denying that an event of default occurred or continued and further asserted that Woodford’s attempt for crystallization was inappropriate and unlawful under the terms and conditions of the Woodford Loan Agreement. Given the uncertainty of the continued financing under the Woodford Loan Agreement, the Board of Directors sought to secure and formalize the Company’s alternative funding by entering into the UCIL Loan Agreement. As reported on form 8-K filed with the SEC on February 22, 2024, on February 16, 2024, the Company and UCIL entered into an “Amendment and Restatement Agreement No. 2” to the UCIL Loan Agreement to increase the amount of the UCIL Credit Facility from $49,000,0000 to $149,000,000 (the “UCIL Amendment”). On January 20, 2026, the Company terminated all financing agreements with UCIL. 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”). Current Operations Data Services In 2018, we acquired TinBu, LLC (“TinBu”), a wholly owned subsidiary, which is a digital publisher and provider of syndicated data feeds including lottery results, jackpots, and other related data, as a wholly-owned subsidiary. Through TinBu, our Data Service delivers daily results of over 800 domestic and international lottery games from more than 40 countries, including the U.S., Canada, and the United Kingdom, to over 400 digital publishers and media organizations. See “ Item 1A. Risk Factors – We are party to pending litigation and investigations in various jurisdictions and with various plaintiffs and we may be subject to future litigation or investigations in the operation of our business. An adverse outcome in one or more proceedings could adversely affect our business, financial condition, and results of operations ”. (Also, see Item 3, “Legal Proceedings”, “TinBu Complaint”.) Our technology pulls real time primary source data, and, in some instances, we acquire data from dedicated data feeds from the lottery authorities. Our data is constantly monitored to ensure accuracy and timely delivery. We are not required to obtain licenses or approvals from the lottery authorities to pull this primary source data or to acquire the data from such dedicated feeds. Commercial acquirers of our Data Service pay a subscription for access to the Data Service and, for acquisition of certain large data sets, an additional per record fee. We additionally, at times, enter into multi-year contracts pursuant to which we sell proprietary, anonymized transaction data pursuant to multi-year agreements and in accordance with our Terms of Service in consideration of a fee and in other instances provide the Data Service within a bundle of provided services. 7 Aganar and JuegaLotto On June 30, 2021, we acquired 100% 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 Mexican regulatory authorities with jurisdiction over the ability to commercialize lottery games in Mexico through an authorized federal gaming portal and to commercialize games of chance in other countries throughout Latin America. Aganar has been operating in the licensed Online Lottery market in Mexico since 2007 and has certain rights 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. See “ Item 1A. Risk Factors – We need additional capital to, among other things, support and restart our operations, re-hire employees and pay our expenses. Such capital may not be available on commercially acceptable terms, if at all. If we do not receive the additional capital, we may be forced to curtail or abandon our plans to recommence our operations and we may need to permanently cease our operations” for additional information. Sports.com In December 2021, we finalized the acquisition of the domain name https://sports.com . On March 26, 2025, the Company registered Sports.com as a fictious name in the state of Florida under AutoLotto, Inc. Content provided by Sports.com was available worldwide as a website and a mobile application. The website was relaunched in August 2025 and is currently being rebuilt to support the Company’s launch of Sports.com Predict. In February 2025, the Company entered into a multi-year global partnership with Soccerex, the world’s leading soccer business event organizer. The Agreement makes Sports.com the title sponsor for six global events including Soccerex 2025 for MENA, Europe and USA which were held in Cairo, Amsterdam and Miami, respectively. In April 2026, the Company renewed the sponsorship for an additional two years. This collaboration provides the Company with an influential platform to engage with key stakeholders in the football industry, further solidifying Sports.com’s position at the intersection of sports, technology and entertainment. Working with the Soccerex team and its community presents an opportunity to build brand awareness internationally for the Company’s gaming, content and entertainment brands. In May 2025, the Company entered into sponsorship agreements with Louis Foster and Calum Ilott, drivers in the NTT IndyCar Series, and Sebastain Murray, a driver in the INDY NXT by Firestone series. The agreements provide the Company’s brands with exposure throughout the 2025 racing seasons with vehicle and attire logo placement and social media postings by the drivers. On June 17, 2025, the Company appointed Tamer Hassan as president of Sports.com Studios, Ltd. In this role, Hassan will lead the division’s creative and strategic efforts to develop, produce and distribute compelling sports-focused films, docuseries, and premium digital content. This new arm of the business will serve as the cornerstone of Sports.com’s global expansion into entertainment media and immersive storytelling. On June 24, 2025, the Company appointed Tim Scoffham CEO of Sports.com Media Group, Ltd (“Sports.com Media”). In this role, Scoffham oversees the strategic integration and international expansion of Sports.com Media, a premium digital sports content and engagement platform. His leadership will focus on aligning commercial, media, and technology platforms, bolstering regulatory partnerships, and unlocking scalable, revenue-generating opportunities in high-growth markets. On July 17, 2025, the Company entered into its first official football league partnership in the Indian subcontinent through a five-year commercial agreement with the Super League Kerala (“SLK”), valued at more than $11.6 million based on potential advertising and sponsorship revenue. The agreement establishes SEGG Media and Sports.com as the exclusive global commercial and broadcast partner for SLK, encompassing: exclusive international streaming rights across all territories; integrated gaming and fan engagement products; global sponsorship and brand activation rights; and distribution focus across the Indian subcontinent and MENA, especially targeting the vast Keralite diaspora in the Middle East, North America, and Europe. The season concluded on December 19, 2025. During the 33 match season, SLK content reached more than 150 million views via the Sports.com website, app, and social channels. 8 Sports.com Studios Ltd, entered into a revenue-driven co-production partnership with GOATS Entertainment (Greatest Of All Time) on August 7, 2025. This alliance will transform the legacies of the world’s greatest athletes into cash-generative content assets, combining premium docuseries, exclusive merchandise, global fan activations, and immersive storytelling. The collaboration is designed to drive high-margin revenue streams across OTT, e-commerce, experiential and licensing platforms. On Sept. 10, 2025, Sports.com Studios entered into a strategic global distribution partnership with the Døds Diving League (“DDL”), the official global platform for the world’s fastest-growing extreme sport. The partnership will be managed by Sports.com Studios Ltd, the newly launched sports content subsidiary of SEGG Media. The partnership will bring the thrill of Døds to millions of fans worldwide. Under the agreement, Sports.com Studios became a global distribution partner for DDL events, ensuring competitions and original content will be delivered through Sports.com platforms. During 2025, Sports.com content surpassed 102 million views across all platforms. The growth was driven by surging interest the Kerala Super League, and the Company’s accelerating global social-media presence Our common stock and warrants are traded on The Nasdaq Stock Market LLC (“Nasdaq”) under the ticker symbols “SEGG” and “LTRYW,” respectively. As of the date of this Report, we are not in compliance with Nasdaq’s continued listing requirements (the “Listing Rules”) Additionally, under its new management, the Company continues to work to improve its disclosure and reporting controls and plans to continue improving its systems of internal control over financial reporting and invest in additional legal, accounting, and financial resources. Even when the Company has full operations in its sports, entertainment, and gaming verticals there can be no assurance that the Company will be able to maintain compliance with Nasdaq’s applicable Listing Rules. If the Company’s securities are delisted from Nasdaq, it could be more difficult to buy or sell the Company’s common stock and warrants or to obtain accurate quotations, and the price of the Company’s common stock and warrants could suffer a material decline. Delisting could also impair the Company’s ability to raise additional capital needed to fund its operations or trigger defaults and penalties under outstanding agreements or securities of the Company. There can be no assurance that we will have sufficient capital to support our operations and pay expenses, repay our debt, or that additional funds will be available on favorable terms, if at all. Future financing options available to the Company include equity financings, debt financings or other capital sources, including collaborations with other companies or other strategic transactions. Equity financings may include sales of common stock. Such financing may not be available on terms favorable to the Company or at all. The terms of any financing may adversely affect the holdings or rights of the Company’s stockholders and may cause significant dilution to existing stockholders. There can be no assurance that the Company will continue to be successful in obtaining sufficient funding on terms acceptable to the Company, if at all, which would have a material adverse effect on its business, financial condition and results of operations, and it could ultimately be forced to discontinue its operations and liquidate. These matters, when considered in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time which is defined as within one year after the date that its current financial statements are issued. The accompanying financial statements do not contain any adjustments to reflect the possible future effects on the classification of assets or the amounts and classification of liabilities that might result from the outcome of this uncertainty. For more information, see the risk factors in Item 1A of this Report under the heading “Risks Relating to the Internal Investigation, Restatement of our Consolidated Financial Statements, Our Ability to Continue as a Going Concern, Our Internal Controls and Related Matters.” Regulation and Compliance We are subject to a variety of laws in the U.S. and abroad that affect our business, including federal, state and territorial laws regarding lotteries, gaming, sweepstakes, consumer protection, electronic marketing, data protection and privacy, competition, taxation, intellectual property, export, and national security, all of which are continuously evolving. The scope and interpretation of the laws that are or may be applicable to us are often evolving or new and uncertain and may conflict with each other, particularly those governing our international operations. 9 While raising revenues for the particular country, state, or authorizing jurisdiction, lottery and gaming laws are generally based upon declarations of public policy designed to protect consumers from fraud and other misdeeds. To protect consumers, stringent laws and regulations have been established per jurisdiction to ensure that participants in the industry meet certain standards which may require participants to: ● ensure that games are conducted fairly and honestly; ● establish procedures designed to prevent cheating and fraudulent practices; ● establish and maintain anti-money laundering practices and procedures; ● establish and maintain responsible accounting practices and procedures; ● ensure that lottery games are sold only at the price and manner established by the applicable lottery regulator; ● report prizes awarded and withhold certain amounts for taxes and other specified liabilities; ● file periodic reports with regulators; ● establish programs to promote responsible gaming and comply with other social responsibility practices; and ● enforce gaming participant minimum age requirements. State and federal laws in the U.S. govern and, in some cases, limit our business practices. For example, the Interstate Wagering Amendment to 18 U.S.C. § 1301 limits our ability to purchase lottery games for a user located in one state from a lottery authority located in another state, except under certain limited circumstances, such as where the lottery authorities in the respective states allow such sales. Therefore, when such offerings are operational, for our users located within the U.S., we only purchase lottery games for users who at the time are physically situated within the U.S. state or jurisdiction where the lottery game they are purchasing is being conducted, unless an exception were to be authorized by the applicable lottery authorities. For more information, see “Item 1A. Risk Factors - Regulatory and Compliance Risks - If the Interstate Wagering Amendment is interpreted or applied to prohibit transmissions to foreign jurisdictions, it could have a negative impact on our business, financial condition, and results of operations.” In addition, the U.S Wire Act of 1961 provides that anyone engaged in the business of betting or wagering that knowingly uses a wire communication facility for the transmission in interstate or foreign commerce of bets or wagers or information assisting in the placing of bets or wagers on any sporting event or contest, or for the transmission of a wire communication that entitles the recipient to receive money or credit as a result of bets or wagers, or for information assisting in the placing of bets or wagers, may be fined or imprisoned, or both. The Wire Act provides, however, that it shall not be construed to prevent the transmission in interstate or foreign commerce of information for use in news reporting of sporting events or contests, or for the transmission of information assisting in the placing of bets or wagers on a sporting event or contest from a state or foreign country where betting on that sporting event or contest is legal into a state or foreign country in which such betting is legal. In late 2011, the Office of Legal Counsel (the “OLC”) in the U.S. Department of Justice (the “DOJ”) issued an opinion that concluded the conduct prohibited by the Wire Act was limited to sports gambling; however, in January 2019, the OLC issued a new opinion (the “2019 Opinion”) that concluded that the restrictions in the Wire Act on the transmission in interstate or foreign commerce of bets and wagers was not limited to sports gambling but applied to all bets and wagers, including those involving state lotteries. Reinterpretation of the federal Wire Act by the OLC threatened certain online lottery sales, leading to litigation in which the First Circuit Court of Appeals (the “First Circuit”) which determined that the Wire Act applies only to interstate wire communications related to sporting events or contests and not lottery games. Finding that the declaratory judgment was an adequate remedy at law, however, the First Circuit declined to set aside the 2019 Opinion under the Administrative Procedure Act. In addition to the First Circuit’s decision, the U.S. Circuit Court of Appeals for the Fifth Circuit (the “Fifth Circuit”) has previously held the Wire Act prohibitions apply only to sports gambling. Because many of the Company’s operations occur outside the jurisdictions of the First Circuit and Fifth Circuit, and because the First Circuit did not set aside the 2019 Opinion, we are still monitoring the potential impact of the 2019 Opinion on our business. For more information, see “Item 1A. Risk Factors - Regulatory and Compliance Risks - If there is a final determination on the applicability of the Wire Act to our operations and it is determined or codified that the Wire Act extends to transmission of lottery games in interstate or foreign commerce, certain of our operations that are not currently restricted by statute or practice to a state’s territorial boundaries may be negatively impacted or eliminated, which may have a material adverse effect on our business, financial conditions, and results of operations.” 10 Separately, some states prohibit the use of courier services and the sale of online lottery tickets, while other states limit the charges that we can impose and collect. When such offerings are operational, we only purchase lottery games on behalf of our users and customers where our services are permitted and in accordance with applicable laws. Per jurisdiction, the scope and interpretation of the laws that are or may be applicable to our services and fees are subject to interpretation and may change. Our compliance with federal, state, territorial and local laws is based on our interpretation of existing applicable laws regarding lottery services such as ours. We have obtained legal advice and notified certain lottery authorities in U.S. jurisdictions where we do business of the services that we offer, but in most cases, we have not received definitive determinations of the laws applicable to our services. There is a risk that existing or future laws in the jurisdictions in which we operate may be interpreted in a manner that is in some regards in conflict with our business model. Future laws that permit certain lottery services may be accompanied by restrictions or taxes that make it impractical or less feasible to operate in certain jurisdictions. For more information, see “ Item 1A. Risk Factors - Regulatory and Compliance Risks - A jurisdiction may enact, amend, or reinterpret laws and regulations governing our operations in ways that impair our revenues, cause us to incur additional legal and compliance costs and other operating expenses, or are otherwise not favorable to our existing operations or planned growth, all of which may have a material adverse effect on us or our results of operations, cash flow, or financial condition. ” Other laws and regulations may be adopted or construed to apply to us that could restrict our business model, including privacy, taxation, marketing, anti-money laundering, anti-corruption, copyright, currency exchange, export, antitrust and other laws, as well as laws governing public companies. The growth of electronic commerce may prompt calls for stronger consumer protection laws that may impose additional burdens on companies such as ours conducting business through the Internet and mobile devices. It is likely that scrutiny and regulation of our industry may increase, and we will be required to devote additional resources to compliance with applicable regulations. While we believe that we are currently in compliance in all material respects with all applicable laws and regulatory requirements, we cannot assure that our activities or any of our users’ activities will not become the subject of any regulatory or law enforcement investigation, proceeding, or other governmental or regulatory action or that any such investigation, proceeding, or action, as the case may be, would not have a materially adverse impact on us or our business, financial condition or results of operations. For more information, see “Item 1A. Risk Factors - Regulatory and Compliance Risks - Our business model and the conduct of our operations may have to vary in each U.S. jurisdiction where we do business to address the unique features of applicable law to ensure we remain in compliance with that jurisdiction’s laws. Our failure to adequately do so may have an adverse impact on our business, financial condition, and results of operations.” Licensing We may determine or be required to secure licenses from regulatory authorities with jurisdiction over our operations in markets in which we contemplate expansion. Such licensure may impose additional obligations on us and our operations, which may include continuous disclosure to, and investigation by, the applicable regulatory authority into the financial stability, integrity, and business experience of the Company, its affiliates, and their respective significant stockholders, directors, officers, and key employees. In markets in which we have not previously operated or in newly regulated markets, licensing regimes may impose licensing requirements or conditions with which we have not previously been required to comply, which may include locating technical infrastructure within the relevant territory, establishing real-time data interfaces with the regulatory authority, implementing additional consumer protection and privacy measures, or additional approvals or certifications of our technology, all of which may present operational challenges and material costs. Certain stockholders may be required to be licensed. 11 To the extent that any stockholder, director, officer, or key employee is required to submit to required background checks and provide disclosure, and such individual fails to do so, or they or we do not successfully do so, this may jeopardize the grant of a license, provide grounds for termination of an existing license, or result in the imposition of penalties. Generally, any person or entity who fails or refuses to apply for a governmental license, finding of suitability, registration, permit, or approvals within the prescribed period after being advised by a competent authority that they are required to do so may be denied or found unsuitable, as applicable, which may result in our determining or being required to sever our relationship with such person or entity. Further, we may be subject to disciplinary action or suffer revocation of licensure if, following notification that a person or entity is disqualified or unsuitable, we (a) pay them any dividend or interest upon our shares; (b) allow them to exercise, directly or indirectly, any voting right conferred through the shares they hold; (c) pay them remuneration in any form for services rendered or otherwise; or (d) if required, fail to pursue all lawful efforts to require them to relinquish their shares. Furthermore, our Charter provides that any of our securities held by a person or entity that is disqualified or unsuitable, as such terms are defined in our Charter, are subject to redemption by us as and to the extent required by a regulatory authority or deemed necessary or advisable by our Board in its sole and absolute discretion. If a gaming authority requires the Company, or our Board deems it necessary or advisable, to cause any such securities be subject to redemption, we will deliver a redemption notice (as described in the Charter) to such person or entity or its affiliate(s) (as applicable) and we will purchase the number and type of securities specified in the redemption notice for the redemption price determined in accordance with the Charter and set forth in the redemption notice. Data Protection and Privacy Because we handle, collect, store, receive, transmit, and otherwise process certain personal information of our users, customers, and employees, we are also subject to federal, state, and international laws and regulations related to the privacy and protection of such data. Regulations such as the General Data Protection Regulation of the European Union put into effect in 2018 and the California Consumer Privacy Act, could affect our business, and the potential impact is still being determined. Other states are considering similar laws, which could impact our business. Responsible and Underage Gaming We are committed to compliance with the underage and responsible gambling requirements set forth in applicable domestic and international statutes and regulations governing our operations. We take our corporate responsibility to our users and the regulators with authority over our business very seriously, and we are focused on maintaining a safe and responsible gaming environment. We support and are members of the National Council on Problem Gaming, whose mission is to lead state and national stakeholders in the development of comprehensive policy and programs for all those affected by problem gaming. We continue to evaluate and develop our technology to meet the statutory requirements regarding responsible gaming and self-exclusion, as well as our own self-imposed objectives regarding corporate social responsibility. All of the U.S. jurisdictions and most of the international jurisdictions in which we operate prohibit sales of lottery tickets to persons under 18 years of age. We have instituted know-your-customer requirements to aid our efforts in identifying minors and preventing them from using our services. Many jurisdictions, especially international jurisdictions, are imposing more stringent rules with regard to underage and responsible gambling. This trend could continue to spread, and both U.S. and international jurisdictions may strengthen underage and responsible gambling requirements. Compliance We intend to continue to develop a comprehensive internal compliance program, to ensure compliance with legal requirements imposed in connection with our activities and with legal requirements generally applicable to publicly traded companies. While we are firmly committed to full compliance with all applicable laws and regulations, we cannot ensure that our compliance program will prevent the violation of one or more laws or regulations, or that a violation by us, an employee, a customer or other third-party will not result in enforcement action, the imposition of a monetary fine or suspension or revocation of one or more of our licenses, which could have a material adverse effect on us or on our results of operations, cash flow, or financial condition. 12 Because we do business multi-nationally, our operations are subject to U.S. and foreign anti-corruption laws and regulations such as the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010 and other anti-corruption laws that may apply where we operate. As we enter new foreign markets, we are likely to become subject to additional laws and regulations and restrictions, which increases the risk that we or one of our subsidiaries will inadvertently violate one of such laws or regulations. Governance Changes All members of the Board and all principal executive officers who served in such positions at the time of the 2022 Operational Cessation have resigned from such positions and are no longer serving in any capacity with the Company or its subsidiaries. Robert Stubblefield is now the sole shareholder representative for all subsidiaries and Gregory Potts was appointed to the boards of Juega Lotto and Aganar. Corporate governance for Tinbu, LLC remains the same with AutoLotto, Inc. being the sole managing member of the LLC. Employees As of the date of this Report, there are nine individuals employed by the Company. Additionally, the Company’s subsidiaries have more than 60 employees to support their operations. Intellectual Property We rely on a combination of trademark, copyright, and trade secret protection laws in the U.S. and other jurisdictions, as well as confidentiality procedures and contractual provisions, to protect our intellectual property and our brand. We have been using the LOTTERY.COM trademark since 2017; in February 2022, the LOTTERY.COM logo was registered on the Supplemental Register of the U.S. Patent and Trademark Office. As of December 31, 2024, the registrations of our LOTTERY.COM word mark was pending with the U.S. Patent and Trademark Office. We are also using or have common-law trademark rights in the trademarks AUTOLOTTO, SPORTS.COM, and “TAP, TAP, TICKET.” We will continue to evaluate the filing of trademark applications in the U.S. and select foreign markets, as appropriate. While we did not have any open patent applications or own any issued patents as of December 31, 2025, we will continue to evaluate our technology to determine whether it is appropriate to file patent applications in the U.S. or internationally. We seek to protect our intellectual property rights by implementing policies that require our employees and independent contractors involved in development of intellectual property to enter into agreements acknowledging that all intellectual property generated or conceived by them on our behalf are our property and assigning to us any rights that they may claim or otherwise have in those works or property, to the extent allowable under applicable law. Notwithstanding our best efforts to protect our technology and proprietary rights through registrations, licenses, and contracts, unauthorized parties may still seek to use our intellectual property and technology without rights thereto. We may also face allegations that we have infringed the intellectual property rights of third parties, including our competitors. Available Information Our internet address is www.seggmedia.com. Our website and the information contained therein or linked thereto are not part of this Report. Item 1A. Risk Factors. We have identified the following risks and uncertainties that may have a material adverse effect on our business, financial condition, results of operations or reputation. The risks described below are not the only risks we face. Additional risks not presently known to us or that we currently believe are not material may also significantly affect our business, financial condition, results of operations or reputation. Our business could be harmed by any of these risks. The risk factors described below should be read together with the other information set forth in this Report, including our consolidated financial statements and the related notes, as well as in other documents that we file with the SEC. 13 Risks Relating to Prior Management, Our Internal Controls and Related Matters The findings of the previously disclosed Internal Investigation and other matters have exposed us to a number of legal proceedings, investigations and inquiries, resulted in significant legal and other expenses, required significant time and attention from our senior management, among other adverse impacts. As disclosed in the Company’s Reports on Form 8-K, initially filed with the SEC on July 6, 2022 and July 22, 2022, the Board retained outside counsel to conduct an Internal Investigation that revealed past instances of non-compliance with state and federal laws concerning the state in which tickets are procured as well as order fulfillment, and issues pertaining to the Company’s internal accounting controls. Certain of these issues contributed to the Company’s auditors’ determination that the Company’s audited financial statements for the year ended December 31, 2021 and the unaudited financial statement for the quarter ended March 31, 2022, should no longer be relied upon and required restatement. As a consequence, on May 10, 2023 and May 15, 2023 respectively, the Company filed with the SEC as amended reports the required restatements of its year-end report for December 31, 2021 and for the quarter ended March 31, 2022. The aforementioned issues have had and could continue to have material adverse impacts on the Company. The Company and certain of our former officers are the subject of a number of legal proceedings, investigations and inquiries with respect to cited issues and have been named as a defendant in a number of lawsuits, including class action lawsuits. The Company incurred significant costs in connection with its internal investigations, including legal expenses and costs associated with the restatement and adjustments to its financial statements. We may also incur material costs associated with our indemnification arrangements with our current and former directors and certain of our officers, as well as other indemnitees. Moreover, an unfavorable outcome in any of these matters could result in significant damages, additional penalties or other remedies imposed against the Company, or the Company’s former directors or officers, which could harm our reputation, business, financial condition, results of operations or cash flows. In addition, an unfavorable outcome in any of these matters could exceed coverage provided, if any, under potentially applicable insurance policies, which is limited. These issues have also led to material adverse impacts on our operations, our reputation and our relationships with business partners, as well as material adverse impacts on our financial position, including incurred costs and expenses and our ability to raise new capital in the future. We cannot predict all impacts on the Company in connection with or arising from any of the foregoing. Any unknown or new risks might result in a material adverse effect on us. We and certain of our former officers are, and in the future, we or our officers and directors may become, the subject of legal proceedings, investigations and inquiries by governmental agencies with respect to the findings of the Internal Investigation and other matters, which could have a material adverse effect on our reputation, business, financial condition, cash flows and results of operations, and could result in additional claims and material liabilities. The Company and certain of our former officers are currently the subject of investigations and inquiries by the SEC and the U.S. Department of Justice (the “DOJ”). The Company is cooperating fully with such investigations and inquiries. In the future, we or our officers and directors may become the subject of legal proceedings, investigations, and inquiries by governmental agencies in various jurisdictions relating to the findings of Internal Investigation and other matters. These investigations and inquiries and any other similar or related future legal proceedings, investigations or inquiries are subject to inherent uncertainties, and the actual costs to be incurred relating to these matters depend upon many unknown factors. We are unable to predict the outcome of any of these legal proceedings, investigations, and inquiries, and we could be forced to expend significant resources in the defense of one or more of these actions. There is also the risk that we may not prevail in any proceeding involving us. Cooperating with, as well as monitoring and defending against, any of these actions is time-consuming for management and detracts from their ability to fully focus our internal resources pertaining to our business operations. In addition, we have already incurred and may continue to incur substantial legal fees and costs as well as internal administrative time, in connection with such matters. We are also generally obligated, to the extent permitted by law, when applicable, to indemnify our current and former directors and officers who may be named in these or similar actions. We are not currently able to estimate the possible cost to us from these matters, as we cannot be certain how long they may take to resolve or the possible amount of any civil penalties or damages, if any, that we may be required to pay. It is possible that we could, in the future, incur judgments or enter into settlements of claims for monetary damages. Decisions adverse to our interests in these actions could result in damages, fines, penalties, consent orders or other sanctions against the Company or our officers, or in changes to our business practices, among others, any of which could have a material adverse effect on our cash flow, results of operations and financial position. 14 Furthermore, publicity surrounding any such proceeding, investigation or inquiry or any enforcement action as a result thereof, even if ultimately resolved favorably for us, coupled with the intensified public scrutiny of our Company and certain of its practices, could result in additional investigations and legal proceedings. As a result, such proceedings, investigations and inquiries could have a material adverse effect on our reputation, business, financial condition, cash flows and results of operations, and could cause our securities to decline in value or become worthless. We have been named as a defendant in a number of lawsuits filed by purchasers of our securities, including class action lawsuits that could have a material adverse impact on our business, financial condition, results of operation and cash flows, and our reputation. We have been named as a defendant in a number of lawsuits filed by purchasers of our securities, including class action lawsuits and will have to defend against such suits, including any appeals of such suits should our initial defenses be unsuccessful. We are currently unable to estimate the possible loss or possible range of loss, if any, associated with the resolution of these suits. In the event that our initial defenses of these suits are unsuccessful, there can be no assurance that we will prevail in any appeal. We cannot predict the outcome of these lawsuits. The matters that led to our Internal Investigation and our financial restatement have exposed us to increased risks of litigation, regulatory proceedings and government enforcement actions. We and our current and former directors and officers may, in the future, be subject to additional litigation relating to such matters. Subject to certain limitations, we are obligated to indemnify our current and former directors and officers in connection with such lawsuits and any related litigation or settlements amounts. Regardless of the outcome, these lawsuits, and any other litigation that may be brought against us or our current or former directors and officers, could be time-consuming, result in significant expense and divert the attention and resources of our management and other key employees. An unfavorable outcome in any of these matters could result in significant damages, additional penalties or other remedies imposed against us, our current or former directors or officers, which could harm our reputation, business, financial condition, results of operations or cash flows. In addition, an unfavorable outcome in any of these matters could exceed coverage provided, if any, under potentially applicable insurance policies, which is limited. Matters relating to or arising from the restatements of financial filings, the investigations and regulatory inquiries, including adverse publicity connected to these matters as well as other concerns, coupled with potential concerns from our users, customers or others with whom we do business, have had and could continue to have an adverse effect on our business and financial condition. We have been and could continue to be the subject of negative publicity focusing on the Internal Investigation and the restatements and adjustments to our financial statements, and we may be adversely impacted by negative reactions from our users, customers or others with whom we do business. Concerns include the perception of the effort required to address our accounting and control environment, and the ability for us to be a long-term provider to our customers. Continued adverse publicity and potential concerns from our customers and business partners or others could harm our business and have an adverse effect on our financial condition. We have incurred significant losses and require additional capital; substantial doubt exists regarding our ability to continue as a going concern. We have a history of operating losses and negative cash flows and have previously reduced operations due to liquidity constraints. We expect to continue to incur expenses as we rebuild infrastructure, personnel, compliance systems and operations and pursue growth initiatives, including acquisitions and commercialization of digital assets. Our financial statements include a going concern explanatory paragraph. Our ability to continue as a going concern depends on our ability to raise additional capital, execute our strategy and generate sustainable revenues. There can be no assurance that we will be successful in doing so. If we are unable to obtain adequate financing or generate sufficient cash flow, we may be required to delay, scale back or discontinue operations, restructure obligations, sell assets, or seek protection under applicable bankruptcy laws. 15 If we fail to implement and maintain an effective system of internal controls, we may be unable to accurately report our results of operations, meet our reporting obligations or prevent fraud, and, as a result, investor confidence and the trading price of our common stock and warrants may be materially and adversely affected. In connection with the audit of our consolidated financial statements as of and for the year ended December 31, 2021, we and our independent registered public accounting firm identified certain material weaknesses in our internal control over financial reporting as of December 31, 2021. Such material weaknesses have not been fully remediated as of December 31, 2025 but many have been addressed . As defined in the standards established by the U.S. Public Company Accounting Oversight Board, or PCAOB, a “material weakness” is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. Past material weaknesses identified include: ● Lack of sufficient number of personnel with an appropriate level of knowledge and experience in accounting for complex or non-routine transactions; ● The fact that our policies and procedures with respect to the review, supervision and monitoring of our accounting and reporting functions were either not designed and in place or not operating effectively; ● Deficiencies in the design and operations of the procedures relating to the timely closing of financial books at quarter and fiscal year end; and ● Incomplete segregation of duties in certain types of transactions and processes. As a result of the material weaknesses, management has concluded that our internal control over financial reporting remained ineffective as of December 31, 2025. We intend to implement measures to remediate the identified material weaknesses. Despite these efforts, no assurance can be provided that such remedial measures will be successful in fully resolving the deficiencies in our internal controls, including those identified by the Internal Investigation, will insulate us from the consequences of past disclosure inaccuracies, or will be successful in preventing inaccurate disclosures in the future. The Company also cannot predict whether, or to what extent, such remedial actions will impact its operations or financial results. See “ Item 9A. Controls and Procedures-Material Weaknesses in Internal Control Over Financial Reporting .” Further, there can be no guarantee that the Company’s internal investigations and subsequent inquiries revealed all instances of inaccurate disclosure or other deficiencies, or that other existing or past inaccuracies or deficiencies will not be revealed in the future. Our failure to correct these deficiencies or our failure to discover and address any other deficiencies could result in inaccuracies in our financial statements and could also impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. As a result, our business, financial condition, results of operations and prospects, as well as the trading price of our shares of common stock and warrants, may be materially adversely affected. In addition, these deficiencies could cause investors to lose confidence in our reported financial information, limiting our access to capital markets, adversely affecting our operating results and leading to declines in the trading price of our shares of common stock and warrants. Additionally, ineffective internal controls could expose us to increased risks of fraud or misappropriation of corporate assets and subject us to further litigation or regulatory investigations and civil or criminal sanctions. We could also be required to further restate our historical financial statements. As a public company, we are subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act, or Section 404, requires that we include a report from management on the effectiveness of our internal control over financial reporting in our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. In addition, once we become an “accelerated filer” and cease to be a “smaller reporting company” as such terms are defined in the JOBS Act, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue an adverse opinion on the effectiveness of internal control over financial reporting because of the existence of a material weakness if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. In addition, as a public company, our reporting obligations may place a significant strain on our management, operational and financial resources and systems for the foreseeable future. We may be unable to timely complete our evaluation, testing, and any required remediation. 16 During the course of documenting and testing our internal control procedures, in order to satisfy the requirements of Section 404, we may identify other weaknesses and deficiencies in our internal control over financial reporting. If we fail to maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404. Generally speaking, if we fail to achieve and maintain an effective internal control environment, it could result in future material misstatements in our financial statements and could also impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. As a result, our businesses, financial condition, results of operations and prospects, as well as the trading price of our shares of common stock and warrants, may be materially and adversely affected. The circumstances that led to the failure to file our annual report and quarterly reports on time, and our efforts to investigate, assess and remediate those matters have caused and may continue to cause substantial delays in our SEC filings. Our ability to maintain a timely filing schedule with respect to our SEC reporting is subject to a number of contingencies, including whether and how quickly we are able to effectively remediate the identified material weaknesses in our internal control over financial reporting. Our filing of our quarterly reports and annual reports has been delayed and we cannot assure you we will be able to timely make our future filings. In cases where we delay our filings, investors will need to evaluate certain decisions with respect to our shares of common stock and warrants in light of our lack of current financial information. Accordingly, any investment in our shares or warrants may involve a greater degree of risk than other companies who are current on their public filings. Our lack of current public information may have an adverse impact on investor confidence, which could lead to a reduction in our stock price or restrictions on our abilities to obtain financing in the public market, among others. Business, Market & Economic Risks Our strategic repositioning from a lottery-focused business to a diversified sports, entertainment and gaming media platform involves substantial execution risk. We are repositioning SEGG Media Corporation as a diversified sports, entertainment and gaming platform, including through the development and monetization of premium digital assets and the acquisition of media and gaming-adjacent businesses. This transformation requires successful execution across multiple disciplines, including traffic acquisition, product development, content operations, advertising and sponsorship monetization, technology infrastructure and regulatory compliance. We have limited operating history in certain of these verticals. If we fail to execute this strategy, our growth prospects, financial performance and valuation may be materially adversely affected. Our acquisition strategy exposes us to integration, valuation and impairment risk. We may pursue acquisitions as a core component of our growth strategy. Acquisitions involve significant risks, including overpayment, inaccurate valuation assumptions, integration challenges, diversion of management attention, loss of key personnel, undisclosed liabilities, regulatory approval risks, and failure to achieve anticipated synergies. Acquisitions may require significant cash, debt or equity financing and may be dilutive. If acquired businesses or assets fail to perform as expected, we may be required to record impairment charges relating to goodwill or intangible assets, which could materially adversely affect our results of operations and financial condition. 17 Our business depends significantly on premium domain assets and digital traffic, and our ability to monetize such assets is uncertain. Our strategy includes commercialization of premium digital assets, including domain names and related brands. The value of such assets depends on traffic, consumer behavior, search engine rankings, brand recognition, intellectual property protection and successful monetization (including advertising, sponsorship, subscriptions, licensing or commerce). Search engine algorithm changes, increased competition, changes in platform policies, reputational issues, or failure to convert traffic into revenue could materially reduce the value of these assets and could require impairment charges. Our forecasts, projections and internal plans are subject to significant uncertainty and may differ materially from actual results. Any forecasts, targets or projections we provide (including in investor presentations or otherwise) are subject to significant risks, assumptions, estimates and uncertainties, including assumptions regarding future legislation, regulatory developments, market adoption, consumer demand and competitive conditions. Our actual revenues, expenses, market share and profitability may differ materially from any projections. We may invest in the development or marketing of products, services or distribution channels that do not achieve commercial success, in which case we may not recover those investments and our operating results could be adversely affected. Competition within the global entertainment and gaming industries is intense and if we fail to compete effectively, our users may be attracted to our competitors or to competing forms of entertainment including those on mobile devices and web applications, such as streaming, online gaming, esports, and online sports betting. If our offerings are not popular, we could experience price reductions, reduced margins, loss of market share, and our business, financial condition, and results of operations could be harmed. Our users have a vast array of entertainment choices, including television, movies, sporting events, in-person lottery gaming, real money gaming, and sports betting, all of which are more established and may be perceived by our users to offer greater variety, affordability, interactivity, and enjoyment than our offerings. We compete with these and other forms of entertainment for our users’ discretionary time and income. If we are unable to sustain sufficient interest in our product offerings in comparison to other forms of entertainment, including new and emerging forms of entertainment available on mobile devices and web applications, such as streaming, online gaming, esports, and online sports betting, our business model may not continue to be viable. In addition, the specific industries in which we have historically operated are characterized by dynamic consumer demand and technological advances, and there is intense competition amongst providers to the lottery, online gaming, sports betting, and promotions industries. Specifically, a number of established, well-financed third-party lottery application companies, online gaming providers, sports betting, and interactive entertainment companies have competed with our offerings, and other well-capitalized companies may introduce competitive services that achieve greater market acceptance. Such competitors may spend more money and time on developing and testing products, services, and systems, undertake more extensive marketing campaigns, adopt more aggressive pricing or promotional policies, or otherwise develop more commercially successful products, services, or systems than we are able, which could negatively impact our business. Furthermore, new competitors may enter the mobile lottery industry, and government lottery operators may introduce forms of online lottery gaming that compete with our services. There has also been, and continues to be, considerable consolidation among competitors in the entertainment, gaming, and lottery industries, and such consolidation, and future consolidation, could result in the formation of larger competitors with increased financial resources and altered cost structures, which may enable them to offer more competitive products, gain a larger market share, expand offerings, and broaden their geographic scope of operations. If we are not able to achieve sufficient market share, if our offerings are not popular, or if we are not able to provide competitive products, our business, financial condition, and results of operations could be harmed. 18 Economic downturns, inflation, and political and market conditions beyond our control could adversely affect our business, financial condition, and results of operations. Our financial performance is subject to U.S. and global economic conditions and their impact on levels of spending by potential users and customers of our Platform and acquirers of our Data Service. Economic recessions, or other economic conditions such as rising inflation and interest rates, have had, and may continue to have, far reaching adverse consequences across many industries, including the global entertainment, lottery, sweepstakes and promotions, and gaming industries, which may adversely affect our business, financial condition, and results of operations. There may be an increasing risk of a recession or inflationary economic impacts due to international trade and monetary policy, variations in interest rates and inflation, and acts or threats of acts of war, along with other economic challenges. If the national and international economic growth slows or stalls, these economies experience another recession, or any of the relevant regional or local economies suffers a downturn, or if inflationary effects accelerate, we may experience a material adverse effect on our business, financial condition, or results of operations. In addition, changes in general market, economic, and political conditions in domestic and foreign economies or financial markets, including those resulting from, for example: rising interest rates and inflation; geopolitical challenges, including global security concerns in response to Russia’s continued war in Ukraine and regional wars in the Middle East; financial and credit market instability or the unavailability of credit; and fluctuation in stock markets, may reduce users’, customers’, or subscribers’ disposable income and corporate budgets. Any one of these changes could have a material adverse effect on our business, financial condition, or results of operations and could cause the value of our securities to decline or become worthless. Reductions in discretionary consumer spending could have an adverse effect on our business, financial condition, and results of operations. Our business is particularly sensitive to reductions from time to time in discretionary consumer spending. Demand for entertainment and leisure activities, including lottery play, can be affected by changes in the economy and consumer tastes, both of which are difficult to predict and beyond our control. Unfavorable changes in general economic conditions, including recessions, economic slowdowns, sustained high levels of unemployment, and rising prices and inflation, or the perception by consumers of weak or weakening economic conditions, may reduce our users’ disposable income or result in fewer individuals engaging in entertainment and leisure activities, such as purchasing lottery games through remote channels. Our business may be impacted by several factors, including reductions in discretionary income due to changes in employment conditions, as well as customer preferences regarding discretionary spending habits, have caused and will likely continue to cause a reduction in consumer spending. As a result, fewer individuals may engage in gaming and lottery activities. The effect of a decrease in consumer spending on entertainment and leisure activities due to unfavorable market conditions could reduce the Company’s cash flows and revenues and therefore have a material and adverse impact on our results of operations. As a result, we cannot ensure that demand for our offerings will remain constant or achieve our anticipated growth. Adverse developments affecting economies throughout the world, including a general tightening of availability of credit, decreased liquidity in certain financial markets, increased interest rates and inflation, foreign exchange fluctuations, increased energy costs, acts or perceived threats of war or terrorism, transportation disruptions, natural disasters, declining consumer confidence, sustained high levels of unemployment, or significant declines in stock markets, natural disasters, as well as concerns regarding pandemics, epidemics, and the spread of contagious diseases, could lead to a further reduction in discretionary spending on entertainment and leisure activities, such as lottery play and participation in sweepstakes. Any significant or prolonged decrease in consumer spending on entertainment or leisure activities could adversely affect the demand for our offerings, reducing our cash flows and revenues, and thereby materially harming our business, financial condition, and results of operations and could cause the value of our securities to decline or become worthless. 19 Negative events or negative media coverage relating to, or a declining popularity of, the lottery or lottery games in general, or other negative coverage relating to lottery, forms of online gaming or betting, or the gaming industry, may adversely impact our ability to retain or attract users, which could have an adverse impact on our business, financial condition, and results of operations. Public opinion can significantly influence our business. Unfavorable publicity regarding, for example, our company, members of our management and Board, our technology, our implementation of upgrades and changes to our technology, the quality of our Platform and its interfaces, our product offerings, our other services and systems, actual or threatened litigation or regulatory activity, the actions of third parties with whom we have relationships, our ability to recommence our business operations, or the conduct of the lottery authorities and the products they offer, including declining popularity of a particular lottery game or lottery games in general, could seriously harm our reputation. In addition, a negative shift in the perception of lottery games by the public or by politicians, lobbyists, or others could affect future legislation regarding the mobile purchase of lottery games from third-party providers, including with respect to the regulation or licensure of couriers, or with respect to the legalization of online lottery game sales (“Online Lottery”), either of which may impact our operations. Negative public perception could also lead to new restrictions on or to the prohibition of mobile lottery play in jurisdictions in which we currently operate. Such negative publicity could also adversely affect the size, demographics, engagement, and loyalty of our new players and established user base, and it could result in decreased revenue or slower user growth rates, which could seriously harm our business, financial condition, and results of operations and could cause the value of our securities to decline or become worthless. Our future growth will depend largely on our ability to attract players and retain users, and the loss of our users, failure to attract new users in a cost-effective manner, or failure to effectively manage our growth could adversely affect our business, financial condition, and results of operations. Our ability to achieve growth in revenue in the future will depend, in large part, upon our ability to attract new customers to our offerings, retain existing users of our offerings, and reactivate users in a cost-effective manner. Achieving growth in our community of users may require us to increasingly engage in sophisticated and costly sales and marketing efforts, which may not make sense in terms of return on investment. We have used and expect to continue to use a variety of free and paid marketing channels, in combination with the promotional activity of in-state and multi-state issued lottery games, to achieve our objectives. For paid marketing, we intend to leverage a broad array of advertising channels, which may include a combination of radio and social media platforms, such as Facebook, Instagram, and X (formerly Twitter), affiliate marketing, paid and organic search engines, and other digital channels, such as mobile display. If the search engines on which we rely modify their algorithms, change their terms around gaming and lottery, or if the prices at which we may purchase listings increase, then our costs could increase, and fewer users may click through to our websites or download our application. If links to our websites or application are not displayed prominently in online search results, if fewer users click through to our websites or application, if our other digital marketing campaigns are not effective, or if the costs of attracting users via any of our current methods significantly increase, then our ability to efficiently attract new users could be reduced, our revenue could decline, and our business, financial condition, and results of operations could be harmed and could cause the value of our securities to decline or become worthless. In addition, growth in the mobile and online gaming industry and the level of demand for and market acceptance of our product offerings is subject to a high degree of uncertainty. We cannot ensure that users will use our products or that the industry will achieve more widespread acceptance. Additionally, as technological or regulatory standards change and we modify our offerings to comply with those standards, we may need users to take certain actions to continue playing, such as performing age verification and location checks or accepting new terms and conditions, including those regarding responsible gaming. Users may stop using our offerings at any time, including if the quality of the user experience or our support capabilities in the event of a user concern, does not meet their expectations or keep pace with the quality of the customer experience generally offered by competitive offerings. This could seriously harm our business, financial condition and results of operations and could cause the value of our securities to decline or become worthless. 20 We may be unable to continue to use the domain names that we use in our business or prevent third parties from acquiring and using domain names that infringe on, or are similar to, or otherwise decrease the value of our brand, trademarks, or service marks. We have registered domain names that we use in, or are related to, our business, most importantly www.lottery.com and www. sports.com . We believe our easily identifiable and definitional brands and domain names are one of our competitive strengths. If we lose the ability to use our domain names, especially www.lottery.com and www. sports.com , whether due to trademark claims, failure to renew applicable registrations, or any other cause, we may be forced to incur significant expense in order to attempt to purchase rights to the domain name in question, the failure of which would require us to market the relevant offerings under a new domain name, and we may be required to change our brand, which could cause us substantial harm and expense, and could negatively impact our business, financial condition, and results of operations. We may not be able to obtain preferred domain names outside the U.S. due to a variety of reasons. In addition, our competitors and others could attempt to capitalize on our brand recognition by using domain names similar to ours. We may be unable to prevent third parties from acquiring and using domain names that infringe on, are similar to, or otherwise decrease the value of our brand or our trademarks or service marks. Protecting, maintaining, and enforcing our rights in our domain names may require litigation, which could result in substantial costs and diversion of resources, all of which could, in turn, adversely affect our business, financial condition, and results of operations and could cause the value of our securities to decline or become worthless. We are subject to risks related to corporate social responsibility, responsible gaming, reputation, and ethical conduct. Many factors influence our reputation and the value of our brands, including the perception held by our users, customers, business partners, investors, regulatory authorities, key stakeholders, and the communities in which we operate, such as our social responsibility, corporate governance, and responsible gaming practices. We have faced, and will likely continue to face, increased scrutiny related to social, governance and responsible gaming activities, and our reputation and the value of our brands can be materially adversely harmed if we fail to act responsibly in a number of areas, such as diversity and inclusion, workplace conduct, responsible gaming, human rights, philanthropy, and support for local communities. Any harm to our reputation could impact employee engagement and retention, and the willingness of users, customers and partners to do business with us, which could have a materially adverse effect on our business, financial condition, and results of operations and could cause the value of our securities to decline or become worthless. Illegal, unethical or fraudulent activities perpetrated by any of our members of management or Board, users, customers, or partners for personal gain could expose us to potential reputational damage and financial loss, which would negatively impact our business, financial condition, and results of operations and could cause the value of our securities to decline or become worthless. General Operational Risks We have incurred net losses in the past with negative cash flows and suspended operations and may not be able to generate and sustain profitability. We have a history of incurring net losses and have suspended significantly our U.S. operations since July 2022, the Operational Cessation. We may not be able to achieve or maintain a needed level of profitability in the future. On a fully consolidated basis we experienced net losses of approximately $20.3 million for the year ended December 31, 2025, and approximately $28.2 million and $25.6 million for the years ended December 31, 2024 and December 31, 2023, respectively. As of December 31, 2025, we had an accumulated deficit of approximately $284 million. While we have received some limited revenue since the U.S. 2022 Operational Cessation, we cannot predict when or whether we will be able to fully restart our operations or whether or not we will be able to reach profitability at any time in the future. 21 We also expect our operating expenses to increase in the future as we continue to invest for our future growth, which will negatively affect our results of operations if our total revenue does not increase. We cannot ensure that these investments will result in substantial increases in our total revenue or improvements in our results of operations. In addition to the anticipated costs to grow our business, we also expect to incur significant additional legal, accounting, and other expenses as a public company. Once we fully restart our U.S. operations, any failure to increase our revenue or to manage our costs could prevent us from achieving or maintaining profitability or positive cash flow. Our business may be materially adversely affected if our products, technology, services, and solutions do not achieve and maintain broad market acceptance, if we are unable to keep pace with or adapt to rapidly changing technology, evolving industry standards, and changing regulatory requirements, or if we do not invest in product and systems development and provide services that are attractive to our users and customers. Our future business and financial success will depend on our ability to anticipate the needs of potential users and customers, to achieve and maintain broad market acceptance for our existing and future products, services, and systems, to successfully introduce new and upgraded products, services, and systems, and to successfully implement our current and future geographic expansion plans. To be successful, we must be able to quickly adapt to changes in technology, industry standards, and regulatory requirements by continually enhancing our technology, services, and solutions. Developing new services and upgrades to services, as well as integrating and coordinating current services, imposes burdens on our internal teams, including management, compliance, and product development. These processes are costly, and our efforts to develop, integrate, and enhance our products, services, and systems may not be successful. In addition, successfully launching a new or upgraded product or expanding into a new jurisdiction will put additional strains on our financial, technology and marketing resources. Expanding into new markets and investing resources towards increasing the depth of our coverage within existing markets will impose additional burdens on our research, systems development, sales, marketing, and general managerial resources. If we are unable to manage our expansion efforts effectively, obtain greater market share or obtain widespread adoption of new or upgraded products, services, and systems, we may not be able to offset the expenses associated with the launch and marketing of the new or upgraded products, services, and systems, which could have a material adverse effect on our financial results. If we introduce new or expand existing offerings for our business, we may incur losses or otherwise fail to enter these markets successfully. Our expansion into these markets will place us in competitive and regulatory environments with which we are unfamiliar and involve various risks, including the need to invest significant resources and the possibility that returns on such investments will not be achieved for several years, if at all. If we are unable to develop new or upgraded offerings or decide to combine, shift focus from, or phase out a service, then our users or customers may choose a competitive offering over ours, our revenues may decline, and our profitability may be reduced. If we incur significant costs in developing new or upgraded systems, products or services, or combining and maintaining existing systems, if we are not successful in marketing and selling these new products or upgrades, or if our users or customers fail to accept these new or combined products, then there could be a material adverse effect on our results of operations due to a decrease of our revenues. If we eliminate or phase out a product and are not able to offer and successfully market and sell an alternative product, our revenue may decrease, which could have a material adverse effect on our results of operations. 22 Our future success will largely depend on our ability to make continuous improvements to provide products, services, and systems that are attractive to our users and customers. As a result, we will need to continually invest resources in product development and successfully incorporate and develop new technology. If we are unable to do so or otherwise provide products, services, and systems that users and customers want, then our users or customers may become dissatisfied and use competitors’ services. If we are unable to continue offering innovative products, services, and systems, we may be unable to attract additional users or customers or retain our existing users or customers, which could harm our business, results of operations, and financial condition and could cause the value of our securities to decline or become worthless. Our results of operations may fluctuate due to seasonality and other factors and, therefore, our periodic operating results will not be guarantees of future performance. Although sports, concerts and lottery games are offered on a year-round basis, there is seasonality in purchasing that may impact our operations and activities of our customers. The broad geographical mix of our user and customer base also impacts the effect of seasonality, as users and customers in different territories typically place differing importance on different events and those events often have different calendars Such fluctuations and uncertainties may negatively impact our cash flows. We may not be able to capitalize on trends and changes in the gaming and lottery industries, including due to the operational costs involved, the laws and regulations governing these industries in various jurisdictions, and other factors. We participate in new and evolving aspects of the mobile gaming and lottery industries. Part of our strategy, when we have sufficient funding, is to take advantage of the liberalization of regulations covering these industries on a global basis. These industries involve significant risks and uncertainties, including legal, business, and financial risks. The fast-changing environment in these industries can make it difficult to plan strategically and can provide opportunities for competitors to grow their businesses at our expense. Consequently, our future results of operations, cash flows, and financial condition are difficult to predict and may not grow at the rates we expect. To the extent that we enter into any business that is determined to be internet gaming, any jurisdiction in which our existing business is deemed to be internet gaming, or our customers offer internet gaming, it is important to recognize that the laws relating to internet gaming are evolving literally by jurisdiction. To varying degrees, governments have taken steps to change the regulation of internet wagering through the implementation of new or revised licensing and taxation regimes, including the possible imposition of sanctions on unlicensed providers. We cannot predict the timing, scope or terms of the implementation or revision of any such state, federal or foreign laws or regulations, or the extent to which any such laws and regulations may facilitate or hinder our strategy or be applicable to or impactful on our business, operations and financial condition. In jurisdictions that authorize internet gaming, we may not be successful in offering our technology, content and services to internet gaming operators, We expect to face intense competition from our traditional competitors in the gaming and lottery industries, as well as a number of other domestic and foreign competitors (and, in some cases, the operators themselves), many of which have substantially greater financial resources or experience in this area than we do. Know-your-customer and geo-location programs and technologies supplied to us by third parties are an important aspect of certain internet and mobile gaming products, services, and systems, because they can confirm certain information with respect to players and prospective players, such as age, identity, and location. Payment processing programs and technologies, typically provided by third parties, are also a necessary feature of interactive and mobile wagering products, services, and systems. Moreover, we cannot provide any assurance that programs or technologies supplied to us by third parties will always meet regulatory standards, which constitutes an economic and regulatory risk to us. Additionally, these programs and technologies are costly to implement, and our use of them may have an adverse impact on our results of operations, cash flows, and our financial condition and overall business risk. Also, our products or services containing these programs and technologies may not be available to us on commercially reasonable terms, if at all, and may not perform accurately or otherwise in accordance with required specifications, all of which may have a negative impact on our business, results of operations, and financial condition and could cause the value of our securities to decline or become worthless. 23 Branding and Reputational Risks Our business depends on a strong brand, and if we are not able to develop, maintain and enhance our brand and reputation, including as a result of negative publicity, our business and operating results may be harmed. We believe that developing, maintaining and enhancing our brand and reputation is critical to achieving widespread acceptance of our products, services, and systems, attracting and retaining users and customers, persuading users and customers to adopt additional products, services, and systems, and hiring and retaining our employees. We believe that the importance of our brand will increase as competition in the markets in which we participate further intensifies. Successful promotion of our brand will depend on a number of factors, including the effectiveness of our marketing efforts, our ability to provide high-quality, reliable, and cost-effective products, services, and systems, the perceived value of our products, services, and systems, and our ability to provide quality user and customer success and support experience. Brand promotion activities require us to make substantial expenditures. The promotion of our brand, however, may not generate user and customer awareness or increase revenue to the extent we anticipate, or at all, and any increase in revenue may not offset the expenses we incur in building and maintaining our brand. We, our employees, our affiliates, and others with whom we have contractual relationships also use social media to communicate externally. There is a risk that this use of social media to communicate about our business may give rise to liability or result in public exposure of personal information of our employees, our users, or others, each of which could affect our revenue, business, results of operations, and financial condition. We operate in a public-facing industry where negative publicity, whether justified, can spread rapidly through, among other things, social media. To the extent that we are unable to respond timely and appropriately to negative publicity, our reputation and brand could be harmed. Moreover, even if we are able to respond in a timely and appropriate manner, we cannot be certain that it will be timely or sufficient to not cause us to suffer reputational and brand damage, which could affect our revenue, business, results of operations, and financial condition. Our marketing efforts to help grow our business may not be effective. Promoting awareness of our brands is important to our ability to grow our business and to attract new users and customers in the future, which can be costly. Our marketing initiatives may become increasingly expensive and generating a meaningful return on these initiatives may become difficult. Even if we successfully increase revenue as a result of these marketing efforts, it may not offset the additional marketing expenses we incur. If our marketing efforts intended to help grow our business are not effective, we expect that our business, financial condition, and results of operations would be adversely affected. If we fail to detect fraud or misappropriation of proprietary information, including by our users, customers, and employees and contractors, our reputation and brand may suffer, which could negatively impact our business, financial condition, and results of operations and can subject us to investigations and litigation. We have in the past incurred, and may in the future, incur losses from various types of fraud, which may include the use of stolen or fraudulent payment card data, claims of unauthorized payments by a user and attempted payments by users with insufficient funds, referral fraud by affiliates, fraud with respect to background checks, fraud by employees or contractors, including our couriers, and account misappropriation by bad actors, or phishing. Bad actors use increasingly sophisticated methods to engage in illegal activities involving personal information, such as identity theft, payment or bank account information theft and the unauthorized acquisition of mobile phone numbers and other accounts. 24 Acts of fraud may involve various tactics, including collusion. Successful exploitation of our technology could have negative effects on our product offerings, services, and user experience and could harm our reputation. Failure to discover such acts or schemes in a timely manner could result in harm to our operations. In addition, negative publicity related to such schemes could have an adverse effect on our brand and reputation, potentially causing a material adverse effect on our business, financial condition, and results of operations and could cause the value of our securities to decline or become worthless. In the event of the occurrence of any such issues with our existing technology or product offerings, substantial engineering and marketing and other resources, and management attention, may be diverted from other projects and requirements to correct these issues, which may delay other projects and the achievement of our strategic objectives. In addition, any misappropriation of, or access to, users’ or other proprietary information or other breach of our information security could result in legal claims or legal proceedings, including regulatory investigations and actions, or liability for failure to comply with privacy and information security laws, including for failure to protect personal information or for misusing personal information, which could disrupt our operations, force us to modify our business practices, require us to comply with costly remediation requirements, damage our brand and reputation, and expose us to claims from our users, regulators, employees, and other parties, any of which could have an adverse effect on our business, financial condition, and results of operations. We may be held liable for these acts of fraud. For example, under current payment card industry practices, we may be liable for use of funds on our products with fraudulent payment card data, even if the associated financial institution approved the transaction. Despite measures we have taken to detect and reduce the occurrence of fraudulent or other malicious activity on our offerings, we cannot guarantee that any of our measures will be effective or will scale efficiently with our business. Our failure to adequately detect or prevent fraudulent transactions could harm our reputation or brand, result in litigation or regulatory action that may include fines and penalties, and lead to expenses, all of which could adversely affect our business, financial condition, and results of operations and could cause the value of our securities to decline or become worthless. Our growth prospects may suffer if we are unable to develop successful offerings or if we fail to pursue additional offerings. In addition, if we fail to make the right investment decisions in our offerings and technology, we may not attract and retain key users and customers and our revenue, business, financial condition, and results of operations may decline. The industries in which we operate are subject to rapid and frequent changes in standards, technologies, products, and service offerings, as well as in consumer demands and expectations and regulations. We must continuously make decisions regarding which offerings and technology we should invest in to meet user and consumer demand in compliance with evolving industry standards and regulatory requirements, and to grow we must continually introduce and successfully market new and innovative technologies, offerings, and enhancements to remain competitive and effectively stimulate user and customer demand, acceptance, and engagement. Our ability to engage, retain, and increase our user and customer base and to increase our revenue will depend heavily on our ability to successfully create new offerings, both independently and together with third parties. We may introduce significant changes to our existing technology and offerings or develop and introduce new and unproven products, services, and systems, any of which we may have little or no prior development or operating experience. The process of developing new offerings and systems is inherently complex and uncertain, and new offerings may not be well received by users, even if well-reviewed and of high quality. If we are unable to develop technology and products, services, and systems that address users’ needs or enhance and improve our existing technology and offerings in a timely manner, it could have a material adverse effect on our business, financial condition, and results of operations and could cause the value of our securities to decline or become worthless. 25 Although we intend to continue investing in our research and development efforts to the extent we have sufficient funds to do so, if our new or enhanced offerings fail to engage our users or customers, we may fail to attract or retain users or customers or to generate sufficient revenue, operating margin, or other value to justify our investments, any of which may seriously harm our business. In addition, management may not properly ascertain or assess the risks of new initiatives, and subsequent events may alter the risks that were evaluated at the time we decided to execute any new initiative. Creating additional offerings can also divert our management’s attention from other business issues and opportunities. Even if our new offerings attain market acceptance, those new offerings could exploit the market share of our other product offerings or share of our users’ wallets in a manner that could negatively impact such offerings. Furthermore, such offering expansion will increase the complexity of our business and place an additional burden on our management, operations, technical systems, and financial resources, and we may not recover the often-substantial up-front costs of developing and marketing new offerings or recover the opportunity cost of diverting management and financial resources away from other offerings. In the event of continued growth of our operations, products, or in the number of third-party relationships, we may not have adequate resources, financially, operationally, technologically, or otherwise, to support such growth and the quality of our technology, offerings, or our relationships with third parties could suffer. In addition, failure to effectively identify, pursue, and execute new business initiatives, or to efficiently adapt our processes and infrastructure to meet the needs of our innovations, may adversely affect our business, financial condition, and results of operations and could cause the value of our securities to decline or become worthless. Any new offerings may also require our users to utilize new skills to use our offerings. This could create a lag in adoption of new offerings and new user additions related to any new offerings. To the extent that future users, including those in older demographics, are less willing to invest the time to learn to use our products, and if we are unable to make our products, services, and systems easier to learn to use, our user growth or engagement could be affected, and our business could be harmed. We may develop new products, services and systems that increase user engagement and costs without increasing revenue. Additionally, we may make bad or unprofitable decisions regarding these investments. If competitors offer more attractive offerings, we may lose users or users may decrease their spending on our offerings. Changing player demands, superior competitive offerings, evolving industry standards, or changes in the regulatory environment could render our existing offerings unattractive, unmarketable, or obsolete and require us to make substantial unanticipated changes to our technology or business model. Our failure to adapt to a rapidly changing market or evolving user and customer demands could harm our business, financial condition, and results of operations and could cause the value of our securities to decline or become worthless. Information Technology Risks We rely on information technology and other systems and services, and any failures, errors, defects, or disruptions in our systems or the availability of our services could diminish our brand and reputation, subject us to liability, disrupt our business, affect our ability to scale our technical infrastructure, and adversely affect our operating results and growth prospects. Our software applications and systems, and the third-party platforms upon which they are made available, could contain undetected errors. Our technology infrastructure is critical to the performance of our offerings and to user and customer satisfaction. We have devoted and expect to continue to devote significant resources to network and data security to protect our systems and data and aim to make our operations and our solutions more streamlined, automated, and cost-effective. Despite our expenditures, our systems may not be adequately designed with the necessary reliability and redundancy to avoid performance delays or outages that could be harmful to our business. The measures we take may not be sufficient to prevent or hinder cyber-attacks and protect our systems, data, and user and customer information and to prevent outages, data, or information loss, fraud, and to prevent or detect security breaches, including a disaster recovery strategy for server and equipment failure and back-office systems and the use of third parties for certain cybersecurity services. We have experienced, and we may in the future experience, website disruptions, outages and other performance problems due to a variety of factors, including infrastructure changes, human or software errors and capacity constraints. Such disruptions have not had a material impact on us; however, future disruptions from unauthorized access to, fraudulent manipulation of, or tampering with our computer systems and technological infrastructure, or those of third parties, could result in a wide range of negative outcomes, each of which could materially adversely affect our business, financial condition, results of operations and prospects. 26 Additionally, our application and web-based products may contain errors, bugs, flaws, or corrupted data, and these defects may only become apparent after their launch. If a particular product offering is unavailable when users or customers attempt to access it or navigation through our offerings is slower than they expect, users may be unable to timely acquire their lottery games and may be less likely to use our Platform again, if at all. Furthermore, programming errors, defects, and data corruption could disrupt our operations, adversely affect the experience of our users or customers, harm our reputation, cause our users to stop utilizing our offerings, divert our resources, and delay market acceptance of our offerings, any of which could result in liability to us or harm our business, financial condition, and results of operations and could cause the value of our securities to decline or become worthless. If our user and customer base and engagement grow, and the amount and types of offerings we provide grow and evolve, we will need an increasing amount of technical infrastructure, including network capacity and computing power, to satisfy our users’ and customers’ needs. Such infrastructure expansion may be complex, and unanticipated delays in completing these projects or availability of components may lead to increased project costs, operational inefficiencies, or interruptions in the delivery or degradation of the quality of our offerings. In addition, there may be issues related to this infrastructure that are not identified during the testing phases of design and implementation, which may only become evident after we have started to fully use the underlying equipment or software, that could further degrade the user or customer experience or increase our costs. As such, we could fail to effectively scale and grow our technical infrastructure to accommodate increased demands. In addition, our business may be subject to interruptions, delays or failures resulting from adverse weather conditions, other natural disasters, power loss, terrorism, cyber-attacks, public health emergencies, or other catastrophic events. We believe that if our users or customers have a negative experience with our offerings, or if our brand or reputation is negatively affected, users and customers may be less inclined to utilize our products and services or to recommend our offerings to other potential users and customers. As such, a failure or significant interruption in our service could harm our reputation, business, financial condition, and operating results. Despite our security measures, our information technology and infrastructure may be vulnerable to attacks by hackers, breached due to employee or contractor error, malfeasance, or other cybersecurity risks or disruptions. Any such breach could compromise our networks, and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure, or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, and regulatory penalties, fines, and the payment of damages, restrictions on our ability to use data, disruption of our operations and the services we provide to users, damage to our reputation, and a loss of confidence in our products, services, and systems, which could adversely affect our business. The secure maintenance and transmission of personally identifiable information of our users is a critical element of our operations. Our information technology and other systems that maintain and transmit user information, or those of our customers, service providers, business partners, or employees may be compromised by a malicious third-party penetration of our network security, or that of a third-party service provider or business partner or impacted by intentional or unintentional actions or inactions by our employees, or those of a third-party service provider or business partner. As a result, our users’ information may be lost, disclosed, accessed, or taken without our users’ consent. We have experienced attempts to breach our systems and other similar incidents in the past and anticipate that it may occur in the future. For example, we expect that we will be subject to attempts to gain unauthorized access to or through our information systems, whether by our employees or third parties, including cyber-attacks by computer programmers and hackers who may develop and deploy viruses, worms or other malicious software programs. To date, attempts to breach our systems have not had a material impact on our business, operations, or financial results, but we cannot provide assurance that they will not have a material impact in the future. 27 We rely on encryption and authentication technology licensed from third parties in an effort to securely transmit confidential and sensitive information, including payment card information. Advances in computer capabilities, new technological discoveries, or other developments may result in the whole or partial failure of this technology to protect transaction data or other confidential and sensitive information from being breached or compromised. In addition, apps and websites are often attacked through compromised credentials, including those obtained through phishing and credential stuffing. Our security measures, and those of our third-party service providers, may not detect or prevent all attempts to breach our systems, denial-of-service attacks, viruses, malicious software, break-ins, phishing attacks, social engineering, security breaches, or other attacks and similar disruptions that may jeopardize the security of information stored in or transmitted by our apps, websites, networks, and systems or that we or such third parties otherwise maintain, including payment card systems, which may subject us to fines or higher transaction fees or limit or terminate our access to certain payment methods. We and such third parties may not anticipate or prevent all types of attacks until after they have already been launched. Further, techniques used to obtain unauthorized access to or sabotage systems change frequently and may not be known until launched against us or our third-party service providers. In addition, distributed ledger technology is an emerging technology that offers new capabilities that are not fully proven in use. As with other novel software products, the computer code underpinning the distributed ledger technology used in our Platform may contain errors, or function in unexpected ways and may cause the software to break or function incorrectly. Furthermore, security breaches can also occur as a result of non-technical issues, including intentional or inadvertent breaches by our employees or by third parties. These risks may increase over time as the complexity and number of technical systems and applications we use also increases. Breaches of our security measures or those of our third-party service providers or cybersecurity incidents could result in unauthorized access to our sites, networks, and systems; unauthorized access to and misappropriation of user information, including users’ personally identifiable information, or other confidential or proprietary information of ourselves or third parties; viruses, worms, spyware, or other malware being served from our sites, networks, or systems; deletion or modification of content or the display of unauthorized content on our sites; interruption, disruption, or malfunction of operations; costs relating to breach remediation, deployment of additional personnel and protection technologies, response to governmental investigations, and media inquiries and coverage; engagement of third-party experts and consultants; or litigation, regulatory action, and other potential liabilities. In the past, we have experienced social engineering, phishing, malware, and similar attacks and threats of denial-of-service attacks, none of which to date has been material to our business; however, such attacks could in the future have a material adverse effect on our operations, business, and financial condition. If any of these breaches of security should occur and be material, our reputation and brand could be damaged, our business may suffer, we could be required to expend significant capital and other resources to alleviate problems caused by such breaches, and we could be exposed to a risk of loss, litigation, or regulatory action and possible liability. We cannot guarantee that recovery protocols and backup systems will be sufficient to prevent data loss. Actual or anticipated attacks may cause us to incur increasing costs, including costs to deploy additional personnel and protection technologies, train employees, and engage third-party experts and consultants. In addition, any party who is able to illicitly obtain access to a user’s account could access the user’s transaction data or personal information, resulting in the perception that our systems are insecure. Any compromise or breach of our security measures, or those of our third-party service providers, could violate applicable privacy, data protection, data security, network, and information systems security and other laws and cause significant legal and financial exposure, adverse publicity, negative impact to our brand and reputation, and a loss of confidence in our security measures, which could have a material adverse effect on our business, financial condition, and results of operations and could cause the value of our securities to decline or become worthless. We plan to continue to devote significant resources to protect against security breaches or we may need in the future to address problems caused by breaches, including notifying affected users in accordance with regulatory requirements and responding to any resulting litigation, which in turn, diverts resources from the growth and expansion of our business. Because we maintain certain information about our users, we are subject to various privacy laws both in the U.S. and internationally. Our failure to comply with such laws could expose us to penalties, fines, and litigation, and it could adversely impact our reputation and brand, any of which could adversely affect our business. We are subject to various privacy laws in the U.S. and foreign jurisdictions and we expect that new industry standards, laws and regulations will continue to be proposed regarding privacy, data protection and information security in many jurisdictions, including the California Consumer Privacy Act of 2018, which went effective January 1, 2020 and the California Consumer Privacy Rights Act (“CCPA”), which went effective on January 1, 2023, which impose obligations for the handling, disclosure and deletion of personal information for California residents. Virginia and other states have enacted, or are considering enacting, data privacy laws similar to the CCPA. Certain of these laws, including the CCPA also requires companies to give residents the ability to opt out of the sale of their personal information and creates potential liability for companies that fail to take adequate steps to protect personal information where that failure results in a data breach. 28 In the European Union, the General Data Protection Regulation of 2018 (the “GDPR”) significantly expanded the rules on using personal data and increased the risks of processing personal data. Some of the new requirements include: ● accountability and transparency requirements, which require those who control data to demonstrate and record compliance and provide certain detailed information to users regarding the ways in which data is used and processed; ● enhanced data consent requirements, which includes “explicit” consent with regard to information the regulation classifies as sensitive data; ● obligations to consider data privacy as new products, services and systems are developed, including ways to limit accessibility of data as well as the amount of information collected, processed, and stored; ● constraints on using data to profile users; ● obligations to provide users with personal data in a usable format on request and to erase personal data in certain circumstances; and ● reporting to data protection authorities of potential breaches without undue delay (72 hours, where feasible). Other foreign jurisdictions in which the Company operates, or in which it has it services available, have implemented, or are considering implementing, data privacy laws and regulations, many of which are similar to the GDPR. Although we attempt to stay current with such developments in the jurisdictions in which we or our subsidiaries operate, our policies and procedures for compliance with data privacy laws and regulations, may not be up-to-date or implemented correctly or our management, employees or agents. thereby not complying with current procedures. Moreover, our third-party agents in foreign jurisdictions may likewise not implement policies and procedures that are the most current for their jurisdiction, thereby creating a risk factor for us. Failure to comply with data privacy laws and regulations may have serious financial consequences. We could face significant sanctions, statutory damages, and damage to our reputation resulting in a material adverse effect on our results of operations, business, or financial condition. Regulatory and Compliance Risks We operate in highly regulated industries, and changes in law or regulation could restrict our operations and increase compliance costs. Our operations are subject to federal, state and foreign laws and regulations governing, among other things, lottery and gaming activities, promotional programs, digital advertising, consumer protection, data privacy and payment processing. These regulatory regimes are complex and evolving. Changes in laws, regulations, interpretations or enforcement priorities could restrict or prohibit aspects of our business model, require additional approvals or licensure, increase compliance costs, result in fines or penalties, or require cessation of operations in certain jurisdictions. Adverse interpretations of federal statutes and related enforcement priorities could materially impair our business. Federal statutes affecting gaming and related activities, including interpretations of the Wire Act and other federal laws, have been subject to evolving interpretations and enforcement priorities. Although certain appellate decisions have limited the scope of the Wire Act to sports wagering, no definitive ruling from the U.S. Supreme Court exists. An adverse reinterpretation, enforcement action, or related regulatory development could materially restrict aspects of our operations and negatively affect our business and financial condition. We are involved in, and may become involved in, litigation, investigations or other legacy matters that may be costly and could adversely affect our liquidity and operations. We have been subject to, and may continue to be subject to, litigation, regulatory inquiries, investigations and other proceedings, including matters relating to historical events, financial reporting, financing arrangements and related disputes. These matters are inherently uncertain and may result in substantial defense costs, settlements, judgments, penalties, injunctive relief, management distraction and reputational harm. Any adverse outcomes could materially adversely affect our business, financial condition and results of operations. 29 In some jurisdictions our key executives, certain employees, or other individuals related to our business may be subject to licensing or compliance requirements. Failure by such individuals to obtain the necessary licenses or comply with individual regulatory obligations, could cause our business to be non-compliant with such obligations, or imperil our ability to obtain or maintain licenses that may be necessary for the conduct of our business. In some cases, the remedy to such a situation may require the removal of a key executive or employee and the mandatory redemption or transfer of such person’s equity securities. We may determine or be required to secure licenses from regulatory authorities with jurisdiction over lottery operations in new markets in which we contemplate expansion. Such licensure may impose additional obligations on us and our operations, which may include continuous disclosure to and an investigation by the applicable regulatory authority into the financial stability, integrity and business experience of the Company, its affiliates, and their respective significant stockholders, directors, officers, and key employees. In markets in which we have not previously operated or in newly regulated markets, licensing regimes may impose licensing requirements or conditions with which we have not previously been required to comply, which may include locating technical infrastructure within the relevant territory, establishing real-time data interfaces with the regulatory authority, implementing consumer protection, responsible gaming and privacy measures, or additional approvals or certifications of our technology, all of which may present operational challenges and material costs, and any of which may have a material adverse effect on us or our results of operations, cash flow, or financial condition. (a) To the extent that any stockholder, director, officer or key employee is required to submit to required background checks and provide disclosure and fails to do so, or the Company fail to do so to the satisfaction of the relevant regulatory authority, such failure may jeopardize the grant of a license, provide grounds for termination of an existing license, or result in the imposition of penalties. Generally, any person or entity that fails or refuses to apply for a finding of suitability or a license within the prescribed period after being advised by a competent authority that they are required to do so may be denied a license or found unsuitable, as applicable, which may result in our being required to sever our relationship with such person or entity. Further, we may be subject to disciplinary action or suffer revocation of licensure if, following notification that a person or entity is disqualified or unsuitable, we: pay them any dividend or interest upon our shares; (b) allow them to exercise, directly or indirectly, any voting right conferred through the shares they hold; (c) pay them remuneration in any form for services rendered or otherwise; or (d) if required, fail to pursue all lawful efforts to terminate their association with the Company or require them to relinquish their shares. In some U.S. jurisdictions, certain stockholders may also be required to file applications or submit to background checks. While such requirements typically apply only to stockholders in excess of certain thresholds (such as five or ten percent of the outstanding shares) or to stockholders who also have an active role in the Company, we cannot ensure that such jurisdictions might not seek licensure of additional stockholders in the future. We cannot ensure that our activities will remain in compliance or that we will continue to receive all licenses for which we apply. The failure to receive a license, could have a material adverse effect on us or on our business, financial condition, or results of operations. Gaming and lottery authorities may revoke or suspend licenses, levy fines against us, or seize certain of our assets if we violate gaming regulations. We cannot ensure that we will be able to obtain the necessary licenses or approvals or that the licensing process will not result in delays or adversely affect our operations. Disciplinary action against a license holder in one jurisdiction could lead regulators in other jurisdictions to pursue similar action. 30 We cannot ensure that regulatory or governmental authorities will not seek to restrict our business in their jurisdictions or institute enforcement proceedings against us. We cannot ensure that any instituted enforcement proceedings will be favorably resolved, or that such proceedings will not have a material adverse effect on our ability to retain and renew existing licenses or to obtain new licenses. We plan to continually develop internal compliance programs and requirements in an effort to ensure that we comply with legal requirements imposed in connection with our activities and generally applicable to all publicly traded companies, however, we cannot ensure that they will prevent the violation of one or more laws in any jurisdiction in which we conduct business, which may have an adverse impact on our business, financial condition, and results of operations. We plan to continually develop internal compliance programs in ongoing efforts to ensure our compliance with legal requirements imposed in connection with our business activities and with legal requirements generally applicable to all publicly traded companies. While we are firmly committed to full compliance with all applicable laws, and plan to continue to establish appropriate procedures and policies, we cannot ensure that our compliance program will prevent the violation of one or more laws or regulations, or that a violation by us, an employee, a customer, a subsidiary or an affiliate will not result in the imposition of a monetary fine or suspension or revocation of one or more of our governmental licenses, findings of suitability, registrations, permits and approvals, which could have a material adverse effect on us or on our results of operations, cash flow, or financial condition. While we are confident that we will face additional regulatory requirements as we expand, we cannot predict the effect of future regulatory requirements to which our operations might be subject or the manner in which such requirements might be enforced. The compliance policies and procedures we implement may not always be followed at all times by directors, management, employees, agents, partners and other related parties, whether through neglect or intention. Our policies and procedures have not and may not effectively detect and prevent violations of applicable laws by one or more of our directors, management, employees, agents, partners, customers, affiliates, or other related or third parties. As a result, we or our directors, management, employees, agents, partners, customers, affiliates, or other related or third parties could be subject to investigations, criminal and civil penalties, sanctions or other enforcement measures that in turn could have a material adverse effect on our results of operations, cash flow, or financial condition. We take our corporate responsibility to our users, customers, and the requirements of the regulatory authorities in the jurisdictions in which we operate very seriously and are focused on maintaining a safe and responsible gaming environment. Our failure to remain in compliance with underage and responsible gaming requirements or any amendments or additions to such requirements could have a material adverse effect on us, our reputation and brand, or on our business, results of operations, or financial condition. We are committed to compliance with the underage and responsible gaming requirements set forth in the domestic and international statutes and regulations in the jurisdictions in which we do business and, as applicable, that govern our operations. We take our corporate responsibility to our users, customers and the regulators in the jurisdictions in which we operate very seriously and are focused on maintaining a safe and responsible gaming environment. We will continue to evaluate and develop our technology to meet the statutory requirements regarding responsible gaming and self-exclusion as well as our own self-imposed objectives regarding corporate social responsibility, as demonstrated by our ongoing compliance objectives and policies. All of the U.S. jurisdictions and most of the foreign jurisdictions in which we operate prohibit online gambling by persons under 18 years of age. We have instituted know-your-customer requirements to aid our efforts in identifying minors and preventing them from using our services. In many cases, these requirements apply to our retailer partners and may not apply to us. Nevertheless, if we fail to abide by these requirements, our partners may be reluctant to do business with us or the applicable regulatory authorities may amend the requirements to apply specifically to us, to the extent that they do not already do so. Many jurisdictions, especially foreign jurisdictions, are imposing more stringent rules with regard to underage and responsible gaming. This trend could continue to spread and both U.S. and foreign jurisdictions may strengthen underage and responsible gaming requirements. In the event that any jurisdiction in which we operate mandates additional requirements regarding corporate social responsibility, responsible gaming, self-exclusion, or similar mandates, we may be required to undertake additional technological initiatives to remain in compliance. Implementation of any such initiatives may present operational challenges and material costs and divert the attention of management and our systems developers and engineers, any of which may have a material adverse effect on us or our results of operations, cash flow, or financial condition. The failure to remain in compliance with underage and responsible gaming requirements or any amendments or additions to such requirements could have a material adverse effect on us or on our business, results of operations, or financial condition. 31 We are subject to governmental laws and requirements of the U.S. and various foreign jurisdictions in which we operate regarding anti-bribery, anti-corruption, economic and trade sanctions, anti-money laundering, and counter-terror financing. Alleged or actual violation of any of these laws or requirements could negatively impact our brand and reputation, our ability to obtain or maintain any governmental licenses, findings of suitability, registrations, permits, and approvals, any of which could negatively impact our business, financial condition, and results of operations. As a digital company operating within the U.S. and subject to the jurisdiction of various foreign governments and regulatory agencies, we are accordingly subject to domestic and foreign laws regarding anti-bribery, anti-corruption, economic and trade sanctions, anti-money laundering, and counter-terror financing. Our operations and our growth plans, including in connection with our intent to expand into new markets and undertake strategic acquisitions when we have sufficient funding to do so, may bring our officers, directors, employees, and representatives into contact with “foreign officials” responsible for issuing or renewing governmental licenses, findings of suitability, registrations, permits and approvals, or for otherwise enforcing governmental regulations and requirements. In our contact with such foreign officials, we are required to comply with anti-corruption laws and regulations imposed by governments around the world with jurisdiction over our operations, which include the U.S. Foreign Corrupt Practices Act (the “FCPA”), and the U.K. Bribery Act 2010 (the “U.K. Bribery Act”), as well as corresponding laws and regulations of the other countries where we do business. The FCPA, the U.K. Bribery Act, and other applicable laws prohibit us and our officers, directors, employees, and business partners acting on our behalf, from corruptly offering, promising, authorizing, or providing anything of value to foreign officials for the purposes of influencing official decisions or obtaining or retaining business or otherwise obtaining favorable treatment. The U.K. Bribery Act also prohibits non-governmental “commercial” bribery and accepting bribes. Our operations, trade practices, investment decisions, and partnering activities may be restricted as a result. In addition, some of the foreign locations in which we operate lack a developed legal system and may experience elevated levels of corruption. Our foreign operations expose us to the risk of inadvertently violating, or being accused of violating, anti-corruption laws and regulations. Our failure to successfully comply with any such laws and regulations may expose us to brand and reputational harm, as well as significant sanctions, including criminal fines, imprisonment, civil penalties, disgorgement of profits, and injunctions, as well as impacting our ability to maintain or obtain any governmental licenses, findings of suitability, registrations, permits and approvals. Further, investigations of alleged violations can result in substantial costs, fines, or penalties and diversion of our resources. We are continuously developing, monitoring and maintaining the various governmental requirements to comply with applicable anti-corruption laws and regulations, however, there is no certainty that they will effectively prevent violations for which we may be held responsible, or at all. We are currently required to comply with U.S. economic and trade sanctions administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”). Our Platform may be accessible from a sanctioned country in violation of applicable trade and economic sanctions. As part of our ongoing compliance efforts, we are implementing requirements to ensure that we do not violate these laws and regulations, however, our failure to adequately fulfill such requirements, fully perform any and all compliance requirements, or otherwise breach any compliance requirements of the OFAC could result in our being subject to penalties, fines or other enforcement actions. We process, support and execute financial transactions as part of our business and disburse funds on behalf of certain of our users, including receiving payment card information and processing payments for and due to our users. Accordingly, we may be subject to various U.S. and foreign government anti-money laundering and counter-terrorist financing laws and regulations that prohibit, among other things, involvement in transferring the proceeds, in whole or in part, for criminal or terrorist activities, including, for example, in the U.S., the Bank Secrecy Act of 1970, as amended (the “BSA”), and certain provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “Patriot Act”). Although we have developed a risk-based anti-money laundering program that we are implementing, in the event that we breach any of these laws and regulations that are applicable to us, we could be subject to significant civil fines, penalties, inquiries, audits, investigations, enforcement actions, and criminal and civil liability. 32 Any failure on our part to implement, maintain or follow the necessary processes and policies to comply with these regulations and requirements, or to adapt our processes and policies to changes in laws or regulations would adversely impact our brand and reputation, or our ability to obtain or maintain any governmental licenses, findings of suitability, registrations, permits and approvals, and would negatively impact our business, financial condition and results of operations. We are subject to domestic and foreign laws relating to processing certain financial transactions, including payment card transactions, and failure to comply with those laws, even if inadvertent, could have a material adverse effect on our business, financial condition, and results of operations. As a result of our undertaking certain payment transactions on behalf of certain of our users, including receiving payment card information and processing payments, we have been subject and may continue to be subject to or we may voluntarily comply with a number of rules, laws and regulations relating to privacy and information security, electronic fund transfers, payment services and convenience fees. If we were found to be in violation of applicable rules, laws and regulations, we could be subject to additional liability, including card association and governmental fines or other sanctions, and we could be forced to otherwise change our business practices in certain jurisdictions, or be required to obtain additional licenses or regulatory approvals. We have implemented procedures and continue to implement policies and procedures to preserve and protect payment data against loss, corruption, misappropriation caused by systems failures, unauthorized access or misuse. However, to the extent we retain our user’s data, we could be subject to liability claims by users for the misuse of that information, which could negatively impact our ability to utilize certain payment cards, or undertake certain transactions, which could disrupt our business. Failure to comply with these rules and laws may subject us to, among other things, additional costs or changes to our business practices, liability for monetary damages, fines or criminal prosecution, reputation and brand damage, and restrictions on our ability to process and support financial transactions, any of which could have a material adverse effect on our business, financial condition and results of operations. Tax and other regulatory authorities may successfully assert that we have not properly collected or remitted withholding taxes, and as a result may successfully impose additional obligations, fines, penalties or other financial liability on us, any of which could adversely affect our business, financial condition, and results of operations. Federal tax rules generally require payers to report payments to unrelated parties to the Internal Revenue Service. In the event of our failure to comply with such reporting obligations, due to failure in the application of our judgment in evaluating our obligations, our effective compliance with our internal process and its execution, or with respect to the process and manner in which we calculate and remit amounts due and owing to taxing authorities timely or at all, could subject us to brand and reputational damage, fines, penalties, and other financial liability, any of which could harm our business, financial condition, and results of operations and could cause the value of our securities to decline or become worthless. In certain instances, we have collected and remitted applicable withholding taxes in the claims and redemption process. Regulatory and tax authorities may raise questions about, or challenge or disagree with, this practice, or in the application of our judgment in evaluating our obligations, our effective compliance with our internal process and its execution, or with respect to the process and the manner in which taxes are calculated, remitted and withheld as a result. A successful assertion by one or more regulatory or tax authorities requiring us to alter our practice could result in brand and reputational damage, fines, penalties and other financial liability, or discourage our users and commercial partners from using our Platform, any of which could harm our business, financial condition, and results of operations and could cause the value of our securities to decline or become worthless. Human Capital Risks Our success will depend on our ability to hire employees in the future. Recruitment and retention of these individuals is vital to growing our business and our executing our business plans. The loss of any of our key executives or other key employees could harm our business. Except for those employed in our foreign subsidiaries (e.g. Veloce Esports Ltd. (“Veloce”), Aganar and JuegaLotto), we currently have nine employees who manage and operate our business, including our Interim Chief Executive Officer, Chief Financial Officer and Chief Operating Officer, other employees as well as key outside contractors. While we have experienced significant turnover of our executive officers in past years, we expect that the leadership of our current key executives and employees will be a critical element of our success in the future. The departure, death or disability of any one of our executive officers or employees or other extended or permanent loss of any of their services, or any negative market or industry perception with respect to any of them or their loss, could have a material adverse effect on our business. 33 In addition, our failure to retain current, or hire new employees in the future may limit our ability to restart our business operations and generate revenue. We believe our success and our ability to compete and grow will depend in large part on the efforts and talents of our current and future employees and on our ability to retain highly skilled personnel. The competition for these types of personnel is intense and we compete with other potential employers for the services of appropriately skilled employees. As a result, we may not succeed in hiring and retaining the executives and other key employees that we need. Employees, particularly highly skilled developers and engineers are in high demand, and we will need to devote significant resources to identifying, hiring, training, successfully integrating and retaining such employees, including significant financial resources, which we may not have when needed. We cannot provide assurance that we will be able to attract or retain such highly qualified personnel in the future. In addition, the loss of future employees or the inability to hire skilled employees as necessary could result in significant disruptions to our business, and the integration of replacement personnel could be time-consuming and expensive and cause additional disruptions to our business. If we do not succeed in attracting, hiring, and integrating excellent personnel, or retaining and motivating existing personnel, we may be unable to grow effectively and our business, financial condition and results of operations could be seriously harmed. Risks Relating to our Dependence on Third Parties Our technology contains third-party open-source software components, and failure to comply with the terms of the underlying open-source software licenses could restrict our ability to provide our offerings. Our technology contains software modules licensed to us by third-party authors under “open source” licenses, including the distributed ledger technology, which we currently use and intend to continue to use in our Platform. Use and distribution of open-source software may entail greater risks than use of third-party commercial software, as open-source licensors generally do not provide support, warranties, indemnification or other contractual protections regarding infringement claims or the quality of the code. In addition, the public availability of such software may make it easier for others to compromise our technology. Some open-source licenses contain requirements that we make available source code for modifications or derivative works we create based upon the type of open-source software we use or grant other licenses to our intellectual property. If we combine our software with open-source software in a certain manner, we could, under certain open-source licenses, be required to release the source code of our software to the public. This would allow our competitors to create similar offerings with lower development effort and time and ultimately could result in a loss of our competitive advantages. Alternatively, to avoid the public release of the affected portions of our source code, we could be required to expend substantial time and resources to re-engineer some or all of our software. 34 Although we monitor our use of open-source software to avoid subjecting our technology to conditions we do not intend, the terms of many open-source licenses have not been interpreted by U.S. or foreign courts, and there is a risk that these licenses could be construed in a way that could impose unanticipated conditions or restrictions on our ability to provide or distribute our technology. From time to time, there have been claims challenging the ownership of open-source software against companies that incorporate open-source software into their solutions. As a result, we could be subject to lawsuits by parties claiming ownership of what we believe to be open-source software. Moreover, we cannot assure you that our processes for controlling our use of open-source software in our technology will be effective. If we are held to have breached or failed to fully comply with all the terms and conditions of an open source software license, we could face infringement or other liability, or be required to seek costly licenses from third parties to continue providing our offerings on terms that are not economically feasible, to re-engineer our technology, to discontinue or delay the provision of our offerings if re-engineering could not be accomplished on a timely basis or to make generally available, in source code form, our proprietary code, any of which could adversely affect our business, financial condition, and results of operations and could cause the value of our securities to decline or become worthless. If we cannot license rights to use third-party technologies on reasonable terms, we may not be able to commercialize new products or services in the future. In the future, we may license third-party technology to develop or commercialize new products or offer new services. In return for the use of a third-party’s technology, we may agree to pay the licensor royalties based on sales of our products or services. Royalties are a component of cost of revenue and affect the margins on our products. We may also need to negotiate licenses to use third-party intellectual property. Our business may suffer if we are unable to enter into the necessary licenses on acceptable terms, or at all, if any necessary licenses are subsequently terminated, if the licensors fail to abide by the terms of the license or fail to prevent infringement by third parties, or if the licensed patents or other rights are found to be invalid or unenforceable. We rely on relationships with lottery organizations from which we acquire lottery data information for the provision of our Data Services. Loss of existing relationships or failure to expand existing relationships may cause loss of competitive advantage or require us to modify, limit or discontinue certain offerings, which could materially affect our business, financial condition and results of operations. We rely on relationships with lottery organizations from which we acquire rights to collect and supply lottery data that we provide to our users and customers. The future success of our Data Service business may depend, in part, on our ability to obtain, retain and expand relationships with lottery organizations. We have arrangements with lottery organizations for rights to their data. Our arrangements with lottery organizations may not continue to be available to us. In the event that we lose existing arrangements or cannot continue and expand existing arrangements, we may lose our competitive advantage or be required to discontinue or limit our offerings or services. The loss of such arrangements may cause loss of competitive advantage and could materially adversely affect our financial condition, business and results of operations. Risks Relating to Future Growth Our strategy anticipates substantial growth, and if we fail to adequately scale product offerings and manage our entry into new territories, our business and reputation may be harmed. Our business strategy contemplates substantial growth in our user and customer base, and a strategy to capture a larger share of a dynamic lottery market and shifting demographic, primarily in the U.S. but internationally as well. Our growth has previously placed, and is expected to continue to place, a significant strain on our managerial, administrative, operational and financial resources and our infrastructure. Our future success will depend, in part, upon the ability of our senior management to manage growth effectively. This will require us to, among other things: ● implement additional management information systems; ● further develop our operating, administrative, legal, compliance, financial and accounting system and controls; 35 ● hire additional qualified personnel and develop human capital; ● comply with additional regulatory regimes, securing licenses, findings of suitability, registrations, permits and approvals; and ● maintain close coordination among our engineering, operations, legal, compliance, finance, sales and marketing and customer service and support organizations. Failure to accomplish any of these requirements could adversely affect our ability to deliver our product, service, and systems offerings in a timely fashion, fulfill existing commitments or attract and retain new users and customers. We may face difficulties as we expand our operations into new markets in which we have limited or no prior operating experience. Our capacity for growth depends, in part, on our ability to expand our operations into, and compete effectively in, new local entertainment, gaming and Online Lottery markets. It may be difficult for us to understand and accurately predict consumer preferences and spending habits in these new local markets. In addition, each market has unique regulatory dynamics. These include laws and regulations that can directly or indirectly affect our ability to operate. In addition, each market is subject to distinct competitive and operational dynamics. These include our ability to offer more attractive products, services and systems than alternative options and our ability to efficiently attract and retain users and customers, all of which affect our sales, results of operations, and key business metrics. As a result, we may experience fluctuations in our results of operations due to the changing dynamics in the local markets where we operate. If we invest substantial time and resources to expand our operations and are unable to manage these risks effectively, our business, financial condition, and results of operations could be adversely affected. International Operations Risks The international scope of our operations may expose us to increased legal and regulatory risks, and our international operations and corporate and financing structure may expose us to potentially adverse tax consequences. We have international operations, including in Mexico as a result of the closing of our acquisition in June 2021 of Global Gaming Enterprises, Inc., which is a majority stockholder of Electronicos y de Comunicacion, S.A.P.I de C.V. and JuegaLotto, S.A. de C.V. . The Company has launched additional international operations Sports.com Media Group Ltd., Sports.com Studios Ltd., Lottery.com International Ltd. and completed the acquisition of a majority interest in Veloce Esports Limited. Accordingly, our business is subject to risks resulting from differing legal and regulatory requirements, political, social and economic conditions, and unforeseeable developments in a variety of jurisdictions. Our international operations are subject to the following risks, among others: ● political instability; ● international hostilities, military actions, wars, terrorist or cyber-terrorist activities, natural disasters, pandemics, and infrastructure disruptions; ● differing economic cycles and adverse economic conditions; ● unexpected changes in regulatory environments including lottery and gaming, data privacy and advertising laws and regulations; 36 ● changes to economic and anti-money laundering sanctions, laws and regulations; ● varying tax regimes, including with respect to the imposition of withholding taxes on remittances and other payments by our partnerships or subsidiaries; ● differing labor regulations; ● foreign exchange controls and restrictions on repatriation of funds; ● fluctuations in currency exchange rates; ● inability to collect payments or seek recourse under or comply with ambiguous or vague commercial or other laws; ● insufficient protection against product piracy and rights infringement and differing protections for intellectual property rights; ● varying attitudes towards lottery games and betting by foreign governments; ● difficulties in attracting and retaining qualified management and employees, or rationalizing our workforce; ● differing business practices, which may require us to enter into agreements that include non-standard terms; and ● difficulties in penetrating new markets due to entrenched competitors, lack of recognition of our brands or lack of local acceptance of our products, services and systems. Our overall success as a global business depends, in part, on our ability to anticipate and effectively manage these risks, and there can be no assurance that we will be able to do so without incurring unexpected costs. If we are not able to manage the risks related to our international operations, our business, financial condition, and results of operations may be materially affected. We have expanded our presence internationally, and any future actions or escalations that affect trade relations may cause global economic turmoil and potentially have a negative impact on our business. In particular, we may have access to fewer business opportunities and our international operations may be negatively impacted. As a result of the intended growth of the international scope of our operations and our corporate and financing structure, we may become subject to taxation in, and to the tax laws and regulations of, multiple jurisdictions. Adverse developments in these laws or regulations, or any change in position regarding the application, administration or interpretation of these laws or regulations in any applicable jurisdiction, could have a material adverse effect on our business, financial condition and results of operations. Furthermore, changes in or to the interpretation of the tax laws or tax treaties of the countries in which we operate may adversely affect the manner in which we have structured our business operations and legal entity structure to efficiently realize income or capital gains and mitigate withholding taxes and may also subject us to tax and return filing obligations in such countries that do not currently apply to us. Such changes may increase our tax burden or may cause us to incur additional costs and expenses in compliance with such changes. In addition, the tax authorities in any applicable jurisdiction may disagree with the positions we have taken or intend to take regarding the tax treatment or characterization of any of our transactions, including the tax treatment or characterization of our indebtedness. If any applicable tax authorities were to successfully challenge the tax treatment or characterization of any of our transactions, it could result in the disallowance of deductions, the imposition of withholding taxes, the reallocation of income or other consequences that could have a material adverse effect on our business, financial condition and results of operations. In addition, the U.S. Congress, the U.K. Government, the Organization for Economic Co-operation and Development (the “OECD”), and other government agencies have had an extended focus on issues related to the taxation of multinational corporations. Further, the introduction of a digital services tax, such as the U.K. digital services tax, may increase our tax burden, which could adversely affect our business, financial condition and results of operations. Finally, the international scope of our business operations could subject us to multiple overlapping tax regimes that can make it difficult to determine what our obligations are in particular situations. 37 Fluctuating foreign currency and exchange rates may negatively impact our business, results of operations, and financial position. Due to our foreign operations, a portion of our business is denominated in foreign currencies. As a result, fluctuations in foreign currency and exchange rates may have an impact on our business, results of operations and financial position. Foreign currency exchange rates have fluctuated and may continue to fluctuate. Significant foreign currency exchange rate fluctuations may negatively impact our international revenue, which in turn would affect our consolidated revenue. Currencies may be affected by internal factors, general economic conditions and external developments in other countries, all of which can have an adverse impact on a country’s currency. Currently, we are not party to any hedging transactions intended to reduce our exposure to exchange rate fluctuations. We may seek to enter into hedging transactions in the future, but we may be unable to enter into these transactions successfully, on acceptable terms or at all. We cannot predict whether we will incur foreign exchange losses in the future. Further, significant foreign exchange fluctuations resulting in a decline in the respective local currency may decrease the value of our foreign assets, as well as decrease our revenues and earnings from our foreign subsidiaries, which would reduce our profitability and adversely affect our financial position. Intellectual Property Risks If we are unable to protect our intellectual property and proprietary rights or prevent its unauthorized use by third parties, our ability to compete in the market or our business, financial condition, and results of operations may be harmed. We have and continue to seek to protect our intellectual property to ensure that our competitors do not use such intellectual property. However, intellectual property laws in the U.S. and in other jurisdictions may afford differing and limited protection, may not permit us to gain or maintain a competitive advantage, and may not prevent our competitors from duplicating our products, designing around our proprietary products or technology, or gaining access to our proprietary information and technology, and are costly and time consuming. Our success may depend, in part, on our ability to obtain trademark protection for the names or symbols under which we market our products and to obtain copyright protection, which may not always be successful. Also, we are continually evaluating opportunities to file patents. Any future patent applications we hold or have rights to may not result in an issued patent, and if patents are issued, they may not necessarily provide meaningful protection against competitors and competitive technologies or adequately protect our then-current technologies. Additionally, even if granted, we may not be able to build and maintain goodwill in our trademarks or obtain trademark or patent protection, and there can be no assurance that any trademark, copyright, or issued patent will provide competitive advantages for us or that our intellectual property will not be successfully challenged or circumvented by competitors. As of December 31, 2025, we had one trademark, “Lottery.com”, registered with the U.S. Patent and Trademark Office. As of December 31, 2025, the registrations of our LOTTERY.COM word marks was pending with the U.S. Patent and Trademark Office. We are also using or have common-law trademark rights in the trademarks AUTOLOTTO, SPORTS.COM, CONCERTS.COM, TICKETSTUB, and “TAP, TAP, TICKET.” We may not be able to prevent the unauthorized disclosure or use of our technical knowledge or trade secrets. For example, there can be no assurance that consultants, vendors, partners, former employees, or current employees and contractors will not breach their obligations regarding non-disclosure and restrictions on use. Anyone could seek to challenge, invalidate, circumvent, or render unenforceable any trademark or patent that we seek protection over in the future. We may not be able to detect the unauthorized use of our intellectual property, prevent breaches of our cybersecurity efforts, or take appropriate steps to enforce our proprietary or intellectual property rights effectively. In addition, certain contractual provisions, including restrictions on use, copying, transfer, and disclosure of software, may be unenforceable under the laws of certain jurisdictions. We intend to enforce our intellectual property rights, and from time to time may initiate claims against third parties that we believe are infringing our intellectual property rights. Litigation brought to protect and enforce our intellectual property rights could be costly, time-consuming, and distracting to management, could fail to obtain the results sought, and could have a material adverse effect on our results of operations, business, and financial condition. 38 The intellectual property rights of others, including claims of third parties that we are infringing on their intellectual property and proprietary rights, may prevent us from developing new products, services and systems, entering new markets or may expose us to significant license fees, liability, or costly litigation. Our success depends, in part, on our ability to continually adapt our business activities, products, services, and systems to incorporate new technologies and to expand into entertainment and gaming markets that may be created by new technologies. If technologies are protected by the intellectual property rights of others, including our competitors, we may be prevented from introducing products, services or systems based on these technologies or expanding into markets created by these technologies. If the intellectual property rights of others prevent us from taking advantage of innovative technologies, our prospects, results of operations, cash flows, and financial condition may be adversely affected. Our business activities, products, services, and systems may infringe upon the proprietary rights of others, and other parties may assert infringement claims against us. In addition to infringement claims, third parties may allege claims of invalidity or unenforceability against us or against our licensees or manufacturers in connection with their use of our technology. A successful challenge to, or invalidation of, one of our intellectual property interests, a successful claim of infringement by a third party against us, our business activities, products, services and systems, or one of our licensees in connection with the use of our technologies, or an unsuccessful claim of infringement made by us against a third party or its business activities, products, services and systems could adversely affect our business or cause us financial harm. Any such claim and any resulting litigation, should it occur, could: ● be expensive and time consuming to defend or require us to pay significant amounts in damages; ● invalidate our proprietary rights; ● cause us to cease making, licensing or using products, services or systems that incorporate the challenged intellectual property; ● require us to redesign, reengineer or rebrand our products, services or systems or limit our ability to bring new products, services or systems to the market in the future; ● require us to enter into costly or burdensome royalty, licensing or settlement agreements in order to obtain the right to undertake a business activity or use a product, process or component; ● impact the commercial viability of the products, services and systems that are the subject of the claim during the pendency of such claim; and ● require us by way of injunction to remove products, services, or systems or stop implementing the business practice, or stop selling or offering new products, services. Legal Proceedings Risks We are party to pending litigation and investigations in various jurisdictions and with various plaintiffs and we may be subject to future litigation or investigations in the operation of our business. An adverse outcome in one or more proceedings could adversely affect our business, financial condition, and results of operations. We are, and have been party to, and we may in the future increasingly face the risk of, claims, lawsuits, investigations, and other proceedings, including those which may involve securities, competition and antitrust, anti-money laundering, OFAC, regulatory, lottery or gaming, intellectual property, privacy, consumer protection, accessibility claims, tax, labor and employment, commercial disputes, services and other matters. Litigation to defend us against claims by third parties, or to enforce any rights that we may have against third parties, may be necessary, which could result in substantial costs, fines or penalties and diversion of our resources, causing a material adverse effect on our business, financial condition, and results of operations and could cause the value of our securities to decline or become worthless. For example, as described in more detail in Item 3. Legal Proceedings, the TinBu Plaintiffs (as defined below) filed a claim against the Company for breach of contract and misrepresentation. If the lawsuit results in an unfavorable judgment against the Company, our Data Services business could be negatively impacted, and we may lose some of TinBu’s well-known clients. In addition, defending against these claims will require the Company to expend substantial time and money, which could divert management attention from restarting operations. 39 Any litigation to which we are a party may result in an onerous or unfavorable judgment that may not be reversed upon appeal, or in payments of substantial monetary damages or fines, the posting of bonds requiring significant collateral, letters of credit or similar instruments, or we may decide to settle lawsuits on similarly unfavorable terms. These proceedings could also result in reputational harm and brand damage, criminal sanctions, consent decrees or orders preventing us from offering certain products or requiring a change in our business practices in costly ways or requiring development of non-infringing or otherwise altered products or technologies. Litigation and other claims and regulatory proceedings against us could result in unexpected disciplinary actions, expenses and liabilities, which could have a material adverse effect on our business, financial condition, and results of operations and could cause the value of our securities to decline or become worthless. See Item 3. Legal Proceedings for additional information. Failure to perform under agreements regarding our Platform or our Data Services, affiliate agreements, or other contracts that we are party to may result in litigation, substantial monetary liquidated damages and contract termination, which would materially and adversely affect our business, financial condition and results of operations. Our business may subject us to contractual penalties and risks of litigation, including due to potential allegations that we have not fully performed under contracts. Agreements with lottery authorities under which lottery tickets are sold as a retail vendor typically permit a lottery authority to terminate the contract at any time for material failure to perform, other specified reasons and, in many cases, for no reason at all. These contracts also frequently contain exacting implementation schedules and performance requirements and the failure to meet these schedules and requirements may result in monetary liquidated damages, as well as possible contract termination. Additionally, we are party to agreements that may include monetary liquidated damages provisions in the event of our material default thereunder. Material amounts of liquidated damages could be imposed on us in the future, which could, if imposed, have a material adverse effect on our results of operations, business or financial condition. We may not recover amounts owed to us from J. Streicher Financial, LLC. On July 29, 2022, the Company filed an original Verified Complaint for Breach of Contract and Specific Performance (the “ Complaint ”) against J. Streicher Financial, LLC (“ Streicher ”) in the Court of Chancery of the State of Delaware (the “ Chancery Court ”). In its Complaint, the Company alleged that Streicher breached a contract entered into by the parties on March 9, 2022, and demanded that Streicher return $16,500,000 it owes to the Company. On September 26, 2022, the Chancery Court entered an order in favor of the Company, Granting with Modifications Company’s Motion for Partial Summary Judgment in the amount of $16,500,000 (the “ Judgment ”). On October 27, 2022, the Chancery Court further awarded the Company $397,036.94 in attorney’s fees (the “ Fee Order ”). On November 15, 2022, the Company initiated efforts against Streicher to seek collections on the Judgment and Fee Order. The Company subsequently engaged a collection firm to pursue Streicher as a judgment debtor on behalf of Company. Since being engaged, the collection firm has sought collections on Streicher by noticing Judgment-Debtor for Deposition by Oral Examination in Aid of Judgment and seeking post-judgment discovery, including interrogatories and requests for production. In an effort to avoid post-judgment discovery, Streicher indicated a willingness to pay the judgment over time with interest and attempted to negotiate a settlement and forbearance agreement with the Company. Streicher’s original deadline to produce documents and respond to the post-judgment discovery was January 16, 2023, and the Deposition was scheduled to take place on January 19, 2023. On January 20, 2023, faced with post-judgment discovery and depositions, Streicher remitted a partial payment towards the Judgment in the amount of $75,000. On February 13, 2023, Streicher made another payment towards the Judgment in the amount of $50,000 and agreed to make another payment in the amount of $75,000 on February 28, 2023. Streicher failed to remit the payment on February 28, 2023, and as a result, the Company proceeded with the post-judgment discovery and depositions, which was scheduled for March 16, 2023, however Streicher did not appear at such hearing. The Company intends to fully collect on the Judgment and intends to pursue all legal and equitable means to enforce the Judgment against Streicher until the Judgment is fully satisfied. We may never collect the full amount of the judgment, the costs of collecting the judgment, including additional legal fees may be material, and Streicher may not have funds to pay us amounts due or make seek bankruptcy protection. More details are available in Item 3. Legal Proceedings 40 Public Company Operating Risks We have identified material weaknesses in internal control over financial reporting; our remediation efforts may not be successful. We have disclosed material weaknesses in our internal control over financial reporting. Although we have implemented and will continue implementing additional remediation measures, we may be unable to remediate these weaknesses in a timely manner or at all. Failure to remediate could result in inaccurate financial reporting, additional restatements, inability to timely file required reports, increased audit and compliance costs, regulatory scrutiny, loss of investor confidence and a decline in our stock price. The requirements of being a public company strain our limited resources, and our compliance costs may be higher than expected. As a public company, we incur significant legal, accounting, compliance and other costs and are subject to reporting, internal controls and corporate governance requirements under the Exchange Act, Sarbanes-Oxley, Dodd-Frank, SEC rules and Nasdaq listing standards. Compliance can be costly and time-consuming and may divert management attention. Our costs may increase further as we cease to qualify as an “emerging growth company,” including with respect to internal control requirements, audit fees and financial reporting complexity. If we fail to meet these obligations, we could face regulatory action, investor litigation, loss of investor confidence and declines in the trading price of our securities. Risks Relating to Our Charter Documents and Delaware Law Our Charter includes certain redemption rights which may negatively affect the value our common stock and other securities or result in the redemption of shares of common stock or other securities held by certain holders. Our Second Amended and Restated Certificate of Incorporation (our “Charter”) provides that any shares of capital stock, bonds, notes, convertible debentures, options, warrants or other instruments that represent a share of equity of the Company, a debt owed by the Company or the right to acquire any of the foregoing (for purposes of this section, the “Redeemable Securities”), owned or controlled by a record or beneficial holder of the Company’s Redeemable Securities or an affiliate thereof who or that (i) fails or refuses to participate in good faith in an investigative process of, or submit documents, give notices or make filings requested or required by, any Regulatory Authority (as such term is defined in the Charter), (ii) is denied or disqualified by any regulatory authority from receiving or holding any Regulatory Approval (as such term is defined in the Charter)), (iii) is determined by a regulatory authority or by the Board, based on advice of counsel or verifiable information received from any Regulatory Authority, to be disqualified or unsuitable to own or control any Redeemable Securities or to be associated or affiliated in any capacity with the Company, its affiliates, or the business and activities of the Company and its affiliates in any Applicable Jurisdiction (as such term is defined in the Charter), (iv) causes the Company or any of its affiliates to lose or to be threatened with the loss of any Regulatory Approval, or (v) is deemed likely by the Board, based on advice of counsel or verifiable information received from any Regulatory Authority, by virtue of such holder’s ownership or control of Redeemable Securities or association or affiliation with the Company or its affiliates, to jeopardize, impede, impair or adversely affect the ability of the Company’s or any of its affiliates to obtain, maintain, hold, use or retain any Regulatory Approval or to cause or result in the suspension, disapproval, termination, non-renewal or loss of any Regulatory Approval (each of such holders or an affiliate of such holder, a “Disqualified Holder”) shall be subject to redemption by the Company (as described in the Charter) as and to the extent required by a Regulatory Authority or deemed necessary or advisable by the Company’s Board. 41 If a Regulatory Authority requires the Company, or the Board deems it necessary or advisable, to cause any such Redeemable Securities be subject to redemption, we will deliver a redemption notice (as described in the Charter) to the Disqualified Holder or its affiliate(s) (as applicable) and shall purchase the number and type of Redeemable Securities specified in the redemption notice for the redemption price, as defined and determined in accordance with the Charter and set forth in the redemption notice. Commencing on the date that a regulatory authority serves notice of a determination of disqualification or unsuitability of a holder of Redeemable Securities, or the Board otherwise determines that a person is a Disqualified Holder, and until the Redeemable Securities owned or controlled by such person are owned or controlled by a person who is not a Disqualified Holder, the Disqualified Holder and any affiliates of such Disqualified Holder shall not be entitled to: (i) exercise, directly or indirectly, any voting rights conferred by such Redeemable Securities or otherwise participate in the management of the business or affairs of the Company or our affiliates; (ii) receive any dividends or share of distribution of profits or cash or any other property of, or payments upon dissolution of, the Company or our affiliates, other than payment for the redemption of the Redeemable Securities as described in the Charter; or (iii) receive any remuneration in any form from the Company or any of our affiliates, for services rendered or otherwise. No redemption of Redeemable Securities shall be effectuated pursuant to the Charter without the receipt of the regulatory approvals required. From and after the redemption date, the Redeemable Securities shall no longer be deemed outstanding, such Disqualified Holder shall cease to be a stockholder with respect to such Redeemable Securities and all rights of such Disqualified Holder (other than the right to receive the redemption price) shall cease. The existence of the redemption rights set forth in our Charter may result in the value of the Redeemable Securities being less than they would without the existence of such rights, may prevent the sale or transfer of such Redeemable Securities, and may result in a holder of Redeemable Securities receiving less value for such Redeemable Securities upon the redemption thereof as they would, had such Redeemable Securities not been redeemed. A court may find that part or all of the provisions included in our Charter pertaining to the redemption right with respect to capital stock held by any stockholders who are deemed to be “disqualified” or “unsuitable” holders is not enforceable, either in general or as to a particular fact situation. Under the laws of the State of Delaware, our jurisdiction of incorporation, a corporation may provide in its certificate of incorporation for the number of securities that may be owned by any person or group of persons for the purpose of maintaining any statutory or regulatory advantage or complying with any statutory or regulatory requirements under applicable law. Delaware law provides that ownership limitations with respect to shares of our stock issued prior to the effectiveness of our Charter will be effective against (i) stockholders with respect to shares that were voted in favor of the proposed provision; and (ii) purported transferees of shares that were voted for the proposed provision if (a) the transfer restrictions are conspicuously noted on the certificate(s) representing such shares, or (b) the transferee had actual knowledge of the transfer restrictions (even absent such conspicuous notation). The shares of common stock, par value $0.001 per share issued after the effective date of our Charter were issued with the ownership limitation conspicuously noted on the certificate(s) representing such shares and therefore under Delaware law such newly issued shares will be subject to the transfer restriction. We have also disclosed such restrictions to persons holding our stock in uncertificated form. We cannot assure you that the provision pertaining to the redemption right with respect to capital stock held by any stockholders who are deemed to be “disqualified” or “unsuitable” holders is enforceable under all circumstances, particularly against stockholders who did not vote in favor of the proposed provision, who do not have notice of the ownership limitations at the time they subsequently acquire their shares, or who acquire shares that were owned, at the time of the vote on the provision, by a stockholder (or stockholders) who did not vote such shares in favor of the proposed provision. Accordingly, we cannot assure you that we would be able to redeem the shares of a stockholder deemed an unsuitable person by applicable regulatory authorities. Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us. Our Charter and our amended and restated bylaws (the “Bylaws”) provide that we will indemnify our directors and officers, in each case to the fullest extent permitted by Delaware law. In addition, as permitted by Section 145 of the Delaware General Corporation Law (the “DGCL”), our Charter, Bylaws and our indemnification agreements that we have entered into with our directors and officers provide that: ● To the fullest extent permitted under the DGCL, our directors will not be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director. 42 ● We will indemnify our directors and officers for serving us in those capacities or for serving other business entities at our request, to the fullest extent permitted by the DGCL. The DGCL provides that a corporation may indemnify such person if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. ● We may, in our discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law and such person was made a party to an action, suit or proceeding, by reason of the fact that he or she is or was an employee or agent of the Company. ● We are required to advance expenses, as incurred, to our directors and officers in connection with defending a proceeding, except that such directors or officers shall undertake to repay such advances if it is ultimately determined that such person is not entitled to indemnification. ● We will not be obligated pursuant to the indemnification agreements entered into with our directors and executive officers to indemnify a person with respect to proceedings initiated by that person, except with respect to proceedings to enforce an indemnitee right to indemnification or advancement of expenses, proceedings authorized by our board of directors and if offered by us in our sole discretion. ● The rights conferred in our Charter are not exclusive, and we are authorized to enter into indemnification agreements with our directors, officers, employees and agents and to obtain insurance to indemnify such persons. ● We may not retroactively amend our Charter or indemnification agreement provisions to reduce our indemnification obligations to directors, officers, employees and agents. As a result of these provisions, if an investor were able to enforce an action against our directors or officers, in all likelihood, we would be required to pay any expenses they incurred in defending the lawsuit and any judgment or settlement they otherwise would be required to pay. This could lead to us incurring substantial expenditures to cover the cost of settlement or damage awards against our directors and officers, which the Company may not be able to pay or recoup. Accordingly, our indemnification obligations could divert needed financial resources and may adversely affect our business, financial condition, results of operations and cash flows, and adversely affect the value of our business. The exclusive forum provision in our Charter may have the effect of discouraging lawsuits against our directors and officers. Our Charter requires, unless we consent in writing to the selection of an alternative forum, that (i) any derivative action or proceeding brought on our behalf; (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, other employee to us or to our stockholders; (iii) any action asserting a claim against us, our directors, officers or employees arising pursuant to any provision of the Delaware General Corporation Law (the “DGCL”), our Charter or our Amended and Restated Bylaws (our “Bylaws”); or (iv) any action asserting a claim against us, our directors, officers or employees governed by the internal affairs doctrine under Delaware law shall be brought, to the fullest extent permitted by law, solely and exclusively in the Court of Chancery in the State of Delaware. In addition, our Charter requires, unless we consent in writing to the selection of an alternative forum, that the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Notwithstanding the foregoing, this provision in the Charter does not apply to claims seeking to enforce any liability or duty created by the Exchange Act since Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. 43 Although we believe this provision benefits us by providing increased consistency in the application of law in the types of lawsuits to which it applies, a court may determine that this provision is unenforceable, and to the extent it is enforceable, the provision may have the effect of discouraging lawsuits against our directors and officers. Anti-takeover provisions contained in our Charter and Bylaws, as well as provisions of Delaware law, could impair a takeover attempt . Our Charter contains provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests. The Company is subject to anti-takeover provisions under Delaware law which could delay or prevent a change of control. These provisions are intended to avoid costly takeover battles, reduce our vulnerability to a hostile change of control and enhance the ability of our Board to maximize stockholder value in connection with any unsolicited offer to acquire us. However, these provisions may make more difficult the removal of management, may have an anti-takeover effect and may delay, deter or prevent a merger or acquisition of us by means of a tender offer, a proxy contest or other takeover attempt that a stockholder might consider in its best interest, including those attempts that might result in a premium over the prevailing market price for our securities. These provisions provide for, among other things: ● authorized but unissued shares of common stock and preferred stock, which may be used for a variety of corporate finance transactions, acquisitions and employee benefit plans and the existence of which could make more difficult or discourage an attempt to obtain control of the Company by means of a proxy contest, tender offer, merger or otherwise (the DGCL does not require stockholder approval for any issuance of authorized shares); ● stockholder action may not be by written consent (the DGCL provides that unless otherwise provided in the charter, any action of a meeting of stockholders may be taken without a meeting and prior notice by signed written consent of stockholders having the minimum number of votes that would be necessary to take such action at a meeting at which all shares entitled to vote thereon were present and voted); ● amendment of certain provisions of the organizational documents only by the affirmative vote of at least 66 2/3% of the voting power of the outstanding capital stock (the DGCL provides generally that the affirmative vote of a majority of the outstanding shares entitled to vote thereon, voting together as a single class, is required to amend a corporation’s certificate of incorporation, unless the certificate of incorporation requires a greater percentage); ● provisions providing for a board of directors with staggered terms and detailing that the number of directors may be fixed and modified only by our Board; ● advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at annual meetings, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of SEGG Media; and ● the ability of our Board to issue one or more series of preferred stock. ● providing that directors may be removed only for cause and then only by a two-thirds vote of the holders of a majority of the voting power of the outstanding shares then entitled to vote in an election of directors, voting together as a single class; ● providing that vacancies on our Board, including newly created directorships, may be filled only by a majority vote of directors then in office; and ● prohibiting stockholders from calling special meetings of stockholders. 44 In addition, these provisions may make it difficult and expensive for a third party to pursue a tender offer, change in control or takeover attempt that is opposed by our management or our Board. Stockholders who might desire to participate in these types of transactions may not have an opportunity to do so, even if the transaction is favorable to them. These anti-takeover provisions could substantially impede any stockholder’s ability to benefit from a change in control or change our management and Board and, as a result, may adversely affect the market price of common stock and the ability for any stockholder to realize any potential change of control premium. Risks Related to Our Common Stock and Warrants We are not currently in full compliance with the continued listing standards of Nasdaq and we may not be able to regain full compliance with Nasdaq’s continued listing standards in the future. Our common stock and warrants trade on The Nasdaq Global Market under the symbols “SEGG” and “LTRYW,” respectively. Our failure to remain in full compliance with these requirements may result in our securities being delisted from Nasdaq. If the Company’s securities are delisted from Nasdaq, it could be more difficult to buy and sell the Company’s common stock and warrants or to obtain accurate quotations, and the price of the Company’s common stock and warrants could suffer a material decline. Delisting could also impair the Company’s ability to raise capital or trigger defaults and penalties under its outstanding agreements or securities. Further, even if we regain compliance with Nasdaq listing requirements, there is no guarantee that we will be able to maintain our listing for any period of time. Delisting from Nasdaq could also result in negative publicity. Further, if we are delisted, we would also incur additional costs under state blue sky laws in connection with any sales of our securities. These requirements could severely limit the market liquidity of our common stock or warrants and the ability of our stockholders to sell our common stock or warrants in the secondary market. If our common stock or warrants are delisted by Nasdaq, our common stock or warrants may be eligible to trade on an over-the-counter quotation system, such as the OTCQB Market, where an investor may find it more difficult to sell our stock or obtain accurate quotations as to the market value of our common stock or warrants. In the event our common stock or warrants are delisted from The Nasdaq Global Market, we may not be able to list our common stock or warrants on another national securities exchange or obtain quotation on an over-the counter quotation system. An active trading market for our common stock and warrants may never develop or be sustained, which may make it difficult to sell the shares of common stock and warrants. An active trading market for the common stock and warrants may not develop or continue or, if developed, may not be sustained, which would make it difficult for you to sell your shares of common stock and warrants at an attractive price or at all. The market price of our common stock and warrants may decline below your purchase price, and you may not be able to sell your shares of common stock and warrants at or above the price you paid for such shares or at all. 45 The market price of our common stock and warrants could be highly volatile, and you may lose some or all of your investment. The trading price of our securities may be highly volatile due to many factors, including our operating performance, liquidity, financing activity, regulatory developments, litigation, acquisitions and integration results, macroeconomic conditions and market dynamics affecting micro-cap issuers. Broad market and industry factors may negatively affect the trading price of our securities regardless of our actual performance. In addition, securities class action litigation is often brought against companies following periods of stock price volatility or decline, which could result in substantial costs and diversion of management attention. Our securities may be subject to short squeezes and other market dislocations, which could result in extreme volatility and losses for investors. Our securities may experience periods of extreme volatility due to short interest and the potential for short squeezes, as well as speculative trading activity, options and derivatives activity, margin availability and social-media-driven market dynamics. A short squeeze can occur when investors with short positions are forced to purchase shares to cover their positions, which may cause the stock price to rise rapidly. Such price increases may be temporary and may be followed by rapid declines. Investors who purchase securities during such periods may incur substantial losses. We do not control these market dynamics and may be unable to respond effectively to mitigate volatility. If securities or industry analysts do not publish research or reports about the Company, or publish negative reports, the Company’s stock price and trading volume could decline. The trading market for our common stock and warrants will depend, in part, on the research and reports that securities or industry analysts publish about the Company. The Company does not have any control over these analysts. If the Company’s financial performance fails to meet analyst estimates or one or more of the analysts who cover the Company downgrade its common stock or change their opinion, the Company’s stock price would likely decline. If one or more of these analysts cease coverage of the Company or fail to regularly publish reports on the Company, it could lose visibility in the financial markets, which could cause the Company’s stock price or trading volume to decline. Because the Company does not anticipate paying any cash dividends in the foreseeable future, capital appreciation, if any, would be your sole source of gain. The Company currently anticipates that it will retain future earnings for the development, operation and expansion of its business and does not anticipate declaring or paying any cash dividends for the foreseeable future. As a result, capital appreciation, if any, of the Company’s shares of common stock would be your sole source of gain on an investment in such shares for the foreseeable future. 46 Risks Related to Our Loan Agreements and Loan Agreement Warrants Our ability to fund operations depends in part on third-party financing sources that may not be available when needed. We may rely on third-party financing arrangements as a source of liquidity. Certain lenders may have discretion regarding future advances and may not provide funding when requested or at all. If we are unable to obtain funding under existing arrangements or from other sources on acceptable terms, we may be required to delay or abandon initiatives to restart or expand operations and could be forced to materially curtail operations. Our debt agreements contain covenants that may restrict operations and financing flexibility. Our financing arrangements include covenants, representations, warranties and events of default that may restrict our ability to incur additional indebtedness, sell assets, grant liens, amend organizational documents, declare or pay dividends, repurchase shares, or issue securities in certain circumstances. These restrictions could limit our operational flexibility, impair our ability to raise additional capital and increase the risk of default. If an event of default occurs and is not cured, lenders may have remedies that could include accelerating amounts due and enforcing security interests, which could materially adversely affect our business and could render an investment in our securities worthless. Our obligations may be secured by substantially all of our assets; enforcement could materially harm the Company. Certain obligations may be secured by a first-priority security interest in substantially all of our assets. If we default, secured parties may be able to foreclose on collateral, restrict cash flows and force sales of assets, any of which could materially impair our ability to operate. Conversions and warrant exercises could cause substantial dilution and depress our stock price. Certain financing arrangements include conversion features and warrants that, if exercised or converted, would result in the issuance of a significant number of shares of our common stock. Such issuances would dilute existing stockholders and could depress the market price of our common stock. If conversion prices are based on discounts to market prices and holders sell shares into the market, the trading price may decline, which could result in additional shares being issuable upon further conversions, potentially creating a downward-spiral effect. These dynamics could materially impair the market price of our common stock and increase volatility. Any resale of shares issued upon conversion or exercise, including by selling stockholders, could further increase selling pressure and adversely affect the trading price. We may not have sufficient funds to repay indebtedness, and our indebtedness increases financial risk. We have indebtedness and other obligations that we may not have sufficient funds to repay when due. Indebtedness increases the risk of default, limits financial flexibility and may require us to devote cash to debt service rather than operations and growth. If we are unable to repay or refinance amounts due, we may be required to raise capital on unfavorable terms, sell assets, restructure obligations, or curtail operations. We will likely require additional financing, which may be highly dilutive and may adversely affect our stock price. We expect to seek additional capital through equity, equity-linked securities or debt financings. Such financings may be unavailable on acceptable terms, may be senior to existing equity, may include warrants or conversion features, and may result in substantial dilution to existing stockholders. Financing terms common for micro-cap issuers may include discounts to market price, variable pricing, resets or other features that can increase the number of shares issuable as the trading price declines and can exert downward pressure on our stock price. Market conditions, including interest rates, investor risk appetite and micro-cap volatility, may increase the cost of capital and reduce financing alternatives. Investors in this offering may experience significant dilution, and we may be required to raise capital at prices materially below the offering price. General Risk Factors Our insurance coverage is not adequate to cover all possible losses that we could suffer, and our insurance costs may increase. In the event of a substantial loss, the insurance coverage we carry may not be sufficient to pay the full market value or replacement cost of our lost investment or could result in certain losses being totally uninsured. Market forces beyond our control may limit the scope of the insurance coverage we can obtain in the future or our ability to obtain coverage at reasonable rates. Certain catastrophic losses may be uninsurable or too expensive to justify obtaining insurance. As a result, if we suffer such a catastrophic loss, we may not be successful in obtaining future insurance without increases in cost or decreases in coverage levels. Our cash and cash equivalents may be exposed to failure of our banking institutions. Since we seek to minimize our exposure to third-party losses of our cash and cash equivalents, we hold our cash balances in more than one financial institution. Notwithstanding such allocation, we are subject to the risk of bank failure and the consequent loss of our funds, in whole or in part. If any bank at which we hold deposits were to experience a failure, we could experience the risk of loss, or limitation on access to, our cash and cash equivalents which would adversely affect our business. 47 Item 1B. Unresolved Staff Comments. None. Item 1C. Cybersecurity Cybersecurity Risk Management and Strategy The Company recognizes the importance of maintaining the confidentiality, integrity, and availability of its information systems and data. As a global digital media, sports, entertainment, gaming, and technology company, the Company utilizes information systems and third-party technology platforms to support its operations, including content distribution, customer engagement, digital marketing, payment processing, financial reporting, and other business functions. The Company maintains processes designed to assess, identify, and manage cybersecurity risks. These processes include periodic evaluation of information technology systems, implementation of access controls, security monitoring, data backup procedures, vendor assessments, employee awareness initiatives, and incident response planning. The Company regularly evaluates cybersecurity risks as part of its broader enterprise risk management activities and considers cybersecurity threats in connection with operational, financial, legal, regulatory, and reputational risks. The Company relies on various third-party service providers and technology vendors, including cloud hosting providers, software vendors, payment processors, communication platforms, and other service providers that may have access to Company systems or data. The Company considers cybersecurity risks associated with these third parties through contractual protections, vendor diligence, ongoing monitoring, and other risk management measures, although the Company cannot guarantee that such measures will prevent all cybersecurity incidents. As part of its cybersecurity risk management framework, the Company monitors potential threats and vulnerabilities that could adversely affect its operations, financial condition, reputation, or strategic objectives. The Company periodically reviews and updates its cybersecurity controls and procedures in light of evolving threats, business requirements, and industry practices. The Company has experienced routine cybersecurity events common to organizations operating in digital environments, including attempted phishing attacks, unauthorized access attempts, and other malicious activities. To date, the Company has not identified any cybersecurity incident that has materially affected, or is reasonably likely to materially affect, its business strategy, results of operations, or financial condition. However, cybersecurity threats continue to evolve in sophistication and frequency, and future incidents could have a material adverse effect on the Company’s business, operations, reputation, financial condition, or results of operations. Cybersecurity Governance The Board of Directors oversees the Company’s risk management processes, including risks related to cybersecurity and information security. The Board receives periodic updates from management regarding significant cybersecurity matters, cybersecurity risks, information technology initiatives, and related risk mitigation efforts. The Board considers cybersecurity risks as part of its overall oversight of enterprise risk management. Management is responsible for assessing and managing the Company’s cybersecurity risks on a day-to-day basis. The Company’s cybersecurity risk management activities are led by senior management personnel responsible for information technology, compliance, finance, and operational functions. These individuals work together to identify, assess, manage, and respond to cybersecurity risks and incidents and to implement appropriate security measures throughout the organization. Management monitors cybersecurity developments, evaluates emerging threats, coordinates with external service providers and advisors when appropriate, and escalates significant cybersecurity matters to executive leadership and the Board of Directors as necessary. The Company may engage third-party consultants, technology vendors, legal counsel, cybersecurity specialists, and other advisors to assist in evaluating cybersecurity risks, responding to incidents, and enhancing cybersecurity controls. As the Company continues to expand its digital operations, including through acquisitions, strategic partnerships, media platforms, and technology-enabled products, management expects to continue enhancing its cybersecurity governance, risk management processes, and information security controls to address evolving business needs and cybersecurity threats. Item 2. Properties. Our principal business location is in Fort Worth, Texas. Our employees, including our executive management team, currently perform their job responsibilities remotely. Item 3. Legal Proceedings. The Company is from time to time a party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. In addition, the Company is a party to several material legal proceedings, which are described below. The outcome of litigation is inherently uncertain. If one or more legal matters were resolved against the Company in a reporting period for amounts in excess of management’s expectations, the Company’s financial condition and operating results for that reporting period could be materially adversely affected. 48 J. Streicher On July 29, 2022, the Company filed its original Verified Complaint for Breach of Contract and Specific Performance (the “Streicher Complaint”) against J. Streicher Financial, LLC (“Streicher”) in the Court of Chancery of the State of Delaware (the “Chancery Court”), styled AutoLotto, Inc. dba Lottery.com v. J. Streicher Financial, LLC (Case No. 2022-0661-MTZ) . In the Streicher Complaint, the Company alleged that Streicher breached the contract entered into by the parties on March 9, 2022, and demanded that Streicher return $16,500,000 it owes to the Company. On September 26, 2022, the Chancery Court entered an order in favor of the Company, Granting with Modifications Company’s Motion for Partial Summary Judgment in the amount of $16,500,000 (the “Streicher Judgment”). On October 27, 2022, the Chancery Court further awarded the Company $397,037 in attorney’s fees (the “Fee Order”). On November 15, 2022, the Company initiated efforts against Streicher to seek collections on the Judgment. On December 8, 2022, the Company’s prior attorney Skadden, Arps, Slate, Meagher & Flom, LLP (“Skadden”) filed its Combined Motion to Withdraw as Counsel and For a Charging Lien in amount of $3,024,201 for legal fees unpaid by Company (“Skadden’s Motion”). On December 30, 2022, the Company filed its response to Skadden’s Motion, alleging that the Chancery Court should deny Skadden’s Motion for a Charging Lien as a matter of law or, in the alternative, limit the charging lien to the amount of the attorneys’ fees awarded by the Fee Order. As of the date of this Report, the Chancery Court has not set Skadden’s Motion for an oral hearing, nor has it entered an order on the motion. On January 20, 2023, faced with post-judgment discovery and depositions, Streicher remitted a partial payment towards the Judgment in the amount of $75,000. On February 13, 2023, Streicher made another payment towards the Judgment in the amount of $50,000 and had agreed to make another payment in the amount of $75,000 on February 28, 2023, which it failed to make. The Company intends to fully collect on the Judgment and shall pursue all legal and equitable means to enforce the Judgment against Streicher until the Judgment is fully satisfied. Preston Million Class Action On August 19, 2022, Preston Million filed a Class Action Complaint (the “Class Action Complaint”) against the Company and certain former officers and directors of the Company in the United States District Court for Southern District of New York (the “SDNY”), styled Preston Million, Individually and on Behalf of All Others Similarly Situated vs. Lottery.com, Inc. f/k/a Trident Acquisitions Corp., Anthony DiMatteo, Matthew Clemenson and Ryan Dickinson (Case No. 1:22-cv-07111-JLR) . The Class Action Complaint alleged violations by all defendants of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) 15 U.S.C. §§ 78j(b), 78t(a), as amended by the Private Securities Litigation Reform Act of 1995 (“PSLRA”), U.S.C. § 78u-4 et seq . (collectively “Federal Securities Laws”). On November 18, 2022, the SDNY ordered the appointment of RTD Bros, LLC, Todd Benn, Tom Benn and Tomasz Rzedian (collectively “Lottery Investor Group”) as lead plaintiff and Glancy Prongay & Murray, LLP as lead counsel for plaintiffs and for the class in the case. On December 5, 2022, the Court stipulated a Scheduling Order in the case. On January 12, 2023, the Company’s legal counsel timely filed its Notice of Appearance . On January 31, 2023, plaintiffs filed their Amended Complaint adding Kathryn Lever, Marat Rosenberg, Vadim Komissarov, Thomas Gallagher, Gennadii Butkevych, Ilya Ponomarev as additional defendants in the case. The Amended Complaint alleges, among other things, that defendants made materially false and misleading statements in violation of Section 10(b), 14(a) and 20(a) of the Exchange Act and plaintiffs seek compensatory damages, reasonable costs and expenses including counsel fees and expert fees. Pursuant to the Scheduling Order , the Company filed its motion to dismiss the Amended Complaint on April 3, 2023, under the newly consolidated caption and its proposed order to dismiss the matter. Plaintiffs were expected to file their opposition to the motion to dismiss no later than May 18, 2023, which would trigger the Company’s deadline to file its reply brief in support of their motion to dismiss no later than June 20, 2023. On February 6, 2024, the SDNY granted the Company’s Motion to Dismiss. On June 12, 2024, plaintiffs amended their complaint (the “Third Amended Complaint”). On July 12, 2024, the Company filed its motion to dismiss the Third Amended Complaint (the “MTD Third Amended Complaint”). On August 8, 2024, the plaintiffs filed their response in opposition to the MTD Third Amended Complaint. The Company filed its reply on August 22, 2024, to plaintiffs’ response in opposition to the MTD Third Amended Complaint. On February 25, 2025, the Court granted in part and denied in part the MTD Third Amended Complaint (the “Order). As set forth in the Order, the Class Plaintiffs’ Section 10(b) claim shall proceed against Defendant Dickinson and the Company based on post−merger representations regarding Lottery’s financial performance and financial reporting. Class Plaintiffs’ and Hoffman’s Section 20(a) claim premised on Section 10(b) shall likewise proceed against Defendant Dickinson. Class Plaintiffs’ Section 14(a) claim shall proceed against the Company and Defendants DiMatteo, Clemenson and Dickinson with respect to certain legal and regulatory compliance statements in the Proxy. The remainder of Plaintiffs claims were dismissed, including all claims against Komissarov. The Court also ordered that Plaintiffs shall have leave to amend within twenty−one (21) days of this opinion and order. On March 13, 2025, the Court granted Plaintiff Hoffman’s motion for leave for additional time to amend his complaint. Accordingly, Hoffman’s Third Amended Complaint shall be due April 24, 2025. Defendants’ motions to dismiss shall be due June 30, 2025; Plaintiff Hoffman’s opposition brief will be due August 14, 2025; and Defendants’ reply briefs shall be due September 17, 2025. On or about September 5, 2025, the Government filed a motion to intervene and requested the court to stay the action in its entirety. On or about September 5, 2025, the Court granted the Government’s motion to intervene and its motion to stay the case. The matter remains stayed in accordance with the Court’s September 5, 2025 order. TinBu Complaint On March 13, 2023, John Brier, Bin Tu and JBBT, LLC (collectively, the “TinBu Plaintiffs”) filed its original complaint against Lottery.com, Inc. f/k/a AutoLotto, Inc. and its wholly owned subsidiary TinBu, LLC (“TinBu”) in the Circuit Court of the 13 th Judicial District in and for Hillsborough County, Florida (the “TinBu Complaint”). The Complaint alleges breach of contract(s) and misrepresentation with alleged damages in excess of $4.6 million. The parties agreed to extend the Company’s and its subsidiary’s deadline to respond until May 1, 2023. On May 2, 2023, the Company and its subsidiary retained local counsel who filed a Notice of Appearance on behalf of the Company and TinBu and filed a Motion for Enlargement requesting the Court to extend its deadline to file its initial response to the Complaint by an additional 30 days (the “Motion for Enlargement”). As of the date of this Report, the Motion for Enlargement has not been set for a hearing. On May 5, 2023, Plaintiffs filed their Motion for Court Default (“Plaintiffs’ Motion for Default”), despite Company’s Motion for Enlargement. As of the date of this Amended Report, the Motion for Enlargement has not been set for a hearing. The Company intends to oppose Plaintiffs’ Motion for Default. On May 9, 2023, Plaintiffs served Plaintiffs’ First Request for Admissions (the “RFA”) to the Company. On October 13, 2023, the Court granted the Defendants’ Motion to Stay Litigation and Discovery pending a ruling on its Motion to Compel Arbitration. On November 16, 2023, the Court granted Defendants’ Motion to Compel Arbitration in Texas. The parties await a signed written order from the Court to that effect. The TinBu Plaintiffs appealed the Court’s Order to Compel Arbitration in Texas, however the Compel Arbitration in Texas still stands. On July 19, 2024, the Company received notice that the Tinbu Plaintiff’s requested a voluntary dismissal of their claims. The Tinbu Complaint has been voluntarily dismissed without prejudice by the District Court of Appeal of the State of Florida Second District and the Circuit Court of the Thirteenth Judicial Circuit in and for Hillsborough County, Florida, indicating that no further action will be pursued by the plaintiffs in Florida State Court at this time. The District Court of Appeals also denied the Tinbu Plaintiff’s motion for attorney’s fees and costs. In accordance with the Court’s Order to Compel Arbitration in Texas, Plaintiff filed its Demand for Arbitration on February 23, 2026 (Case 01-26-0000-9122) and the matter currently sits for arbitration with the American Arbitration Association (AAA) in Dallas, Texas. On May 28, 2026, the AAA confirmed the appointment of the 3 arbitrators (the “Arbitrators” or the “Panel”) and a chair of the Panel (the “Chair”) was designated. A preliminary hearing was held on June 25, 2026, before Arbitrators and the Chair ordered a Final Hearing in this matter to commence before the Arbitrators in Dallas, Texas on February 16, 2027. Global Gaming Data On November 14, 2023, the Company and its wholly owned subsidiary TinBu, LLC (“TinBu”) (collectively, “Plaintiffs”) filed a separate lawsuit in the United States District Court for the Middle District of Florida (“MDF”) against John J. Brier, Jr. (“Brier”), Bin Tu (“Tu”), and Global Gaming Data, LLC (“GGD”) (collectively, “Defendants”), which was subsequently amended on November 21, 2023, for damages and injunctive relief arising out of Defendants’ various violations of the Federal Defend Trade Secrets Act (“DTSA”), the Florida Uniform Trade Secrets Act (“FUTSA”) and the Florida Deceptive and Unfair Trade Practices Act (“FDUTPA”), and for breaches of contract and breaches of various fiduciary duties, including the duty of loyalty, in a case styled Lottery.com , Inc. f/k/a AutoLotto, Inc. and TinBu, LLC v. John J. Brier, Jr., Bin Tu, & Global Gaming Data, LLC (Case No.: 8:23-cv-2594-KKM-TGW). 49 In response, Defendants asserted counterclaims against Plaintiffs, essentially filing exactly the same claims they previously alleged in the Hillsborough County Circuit Court Action that had been compelled to arbitration, and they also joined JBBT to the lawsuit. The Company sought dismissal of the counterclaims, as well as a Temporary Restraining Order. The request for temporary injunctive relief was denied by the MDF in February 2024, and on June 11, 2024, the MDF also denied Plaintiffs’ motion to dismiss, allowing the litigation to move forward. On June 25, 2024, Plaintiffs filed their answer and affirmative defenses to Defendants’ counterclaims. On December 5, 2024, the parties participated in a court-ordered mediation; however, no resolution was reached. On February 25, 2025, Plaintiffs’ claims were dismissed without prejudice for failure to prosecute, and Defendants immediately moved for default judgment on their counterclaims. On March 14, 2025, the Court entered an order denying without prejudice Defendants’ Motion for various deficiencies in the filing. On March 18, 2025, Defendants filed an Amended Motion for Default Judgment on their Counterclaims, followed by additional support for their purported damages on April 25, 2025. The Company engaged new counsel, who made an appearance on June 5, 2025, and thereafter sought and obtained additional time to respond to Defendants’ filings. On August 6, 2025, Plaintiffs filed a Motion to Dismiss for Lack of Subject Matter Jurisdiction, or in the Alternative, Motion to Set Aside Default and Compel Arbitration, which was renewed on August 14, 2025. At the same time, Plaintiffs also submitted opposition briefing and supporting evidence to contradict Defendants’ filings relating to damages evidence. Defendants’ reply to Plaintiffs filings is due to be filed on August 29, 2025. In the interim, the MDF has stayed all deadlines in the case management order and has cancelled any pretrial proceedings, pending resolution on the parties’ motions. On January 28, 2026, the Court entered an order dismissing Defendants counterclaims and adopted the “thorough and well-reasoned” report and recommendation by the Magistrate (the “Order”). Pursuant to the Order, the Report and Recommendation was adopted and made a part of the Order for all purposes, Plaintiffs’ Renewed Motion to Dismiss for Lack of Subject Matter Jurisdiction was granted in part, and the case was dismissed without prejudice for lack of subject matter jurisdiction. The Court Clerk as directed by the Court to terminate any pending deadlines an close the file. Woodford Eurasia Assets, Limited Woodford Eurasia Assets Limited filed a complaint in the High Court of Justice in London Chancery Division. On October 16, 2023, The High Court of Justice in London Chancery Division (“the Court”) dismissed an application for injunctive relief initiated by Woodford against the Company. (Case: FL-2023-000023. Woodford Eurasia Assets Limited v Lottery.com Inc.) The Court characterized Woodford’s application as “fundamentally misconceived” and ordered Woodford to pay the Company’s legal costs. Woodford subsequently, on the Judges’ recommendation, withdrew the proceedings. Woodford filed an additional action in the United States District Court for the District of Delaware on November 16, 2023, in Case No. 23-1317-GBW seeking a temporary restraining order, preliminary injunction and expedited discovery against Lottery.com and its directors. The Court entered an order the next day denying the relief sought by Woodford. On February 14, 2024, Woodford filed a Notice of Voluntary Dismissal Without Prejudice, which stated that Woodford provides notice of dismissal of all claims without prejudice against Defendants Lottery.com and its directors. With the dismissal of this lawsuit by Woodford, no further action is required by Lottery.com or its directors at this time. The Company is determining its next course of action in resolving any further matters regarding Woodford. The validity and application of the Woodford Loan Agreement Amendment is disputed by the Company. Despite requests from the Company, Woodford has repeatedly amongst other things: failed to prove the amounts borrowed by the Company or claimed to have been advanced by Woodford to the Company; failed to indicate if it would accept accelerated payment of those verified amounts; failed to provide an anti-money laundering acceptable account to which payment could be made by the Company and failed to explain failure to respond to requests for other funding to be accepted in the context of the Woodford Loan Agreement; failed to respond to requests for funding under the accordion facility of the Woodford Loan Agreement; and failed to respond to allegations of money laundering and conspiracy to defraud the Company and others. On March 9, 2026, Woodford filed a Letter of Claim and Request for Arbitration against the Company with the London Court of International Arbitration (“LCIA”) (LCIA Arbitration No. 266904). The Company filed its response to the Letter of Claim on May 3, 2026. McTurk On June 10, 2024, the Company and Matthew McGahan (“McGahan”) (Company and McGahan collectively, “Defendants”) filed their Notice of Removal and No Answer Motion to Dismiss a state court complaint filed by Sharon A. McTurk (“McTurk”), Rutherford Enterprises, LLC (“Rutherford”), SJB Solutions, LLC (“SJB”) and Astra Supply Chain, LLC (“Astra”), McTurk, Rutherford, SJB and Astra (collectively, “Plaintiffs” or “Appellant”)) alleging fraudulent and negligent misrepresentation, aiding and abetting, and conspiracy by Defendants. On July 2, 2024, McGahan filed his Motion to Dismiss for Lack of Personal Jurisdiction and Defendants filed their Motion to Dismiss for Failure to State a Claim and Supporting Memorandum of Law (“Motions to Dismiss”). On July 19, 2024, Plaintiffs filed their response to the Motions to Dismiss. Defendants filed their reply on August 29, 2024, to Plaintiffs response to Defendants’ Motions to Dismiss. On February 25, 2025, the Court entered an Order granting Defendants’ Motion to Dismiss for Failure to State a Claim (the “Order”). Accordingly, Plaintiffs’ complaint was dismissed with prejudice. All pending deadlines and hearings were terminated, and any other pending motions were denied as moot. Plaintiffs filed a notice of appeal as to the Order and subsequently filed Appellants’ Brief. On June 16, 2025, Appellee’s filed their Answer Brief in the United States Court of Appeals for the 11th Circuit (“Court of Appeals”) and filed and served the Supplemental Appendix to Appellees’ Answer Brief. On February 27, 2026, the Court of Appeals directed the Clerk’s Office to place this appeal on the next oral argument calendar with a vacancy. Accordingly, the oral argument before the Court of Appeals is set for July 27, 2026. Honey Tree Trading On September 4, 2024, Honey Tree Trading, LLC (“Honey Tree” or “Plaintiff”) filed a verified original complaint (the “Complaint”) against Lottery.com (“Lottery.com” or the “Company”) and directors Matthew Howard McGahan (“McGahan”), Christopher Gooding (“Gooding”), Paul Jordan (“Jordan”), Tamer Hassan (“Hassan”) and Warren Macal (“Macal” together with McGahan, Gooding, Jordan and Hassan, the “Individual Defendants” and, collectively Lottery.com, the “Defendants”) in Delaware Chancery Court alleging, amongst other things, breach of contract by the Company with respect to certain notes and warrants and breach of fiduciary duties by the Individual Defendants. (CA. No. 2024-0921-NAC: styled Honey Tree Trading, LLC v. Lottery.com Inc., et al.). On October 10, 2024, Honey Tree amended its Complaint by filing an amended verified complaint (the “Amended Complaint”) and a motion to expedite proceedings (the “Motion”). On November 6, 2024, at a hearing on Plaintiff’s Motion (the “Hearing”) and on the issue of breach of fiduciary duties against the Individual Defendants, Honey Tree’s counsel informed the Court that, “[t]here is no question that Honey Tree is presently a shareholder and was a shareholder at the time it presented its pleading.” On November 12, 2024, Plaintiff’s counsel informed the Court that “Honey Tree did own shares prior to the filing of the Amended Complaint but sold them prior to that filing; and (ii) Honey Tree did not subsequently purchase shares of Lottery.com until November 7, 2024, the day after the [H]earing,” (Plaintiff’s Admission”). Following Plaintiff’s Admission on November 13, 2024, Plaintiff dismissed without prejudice its claims against Hassan and Macal (the “Dismissal”). The Court ordered the Dismissal on November 15, 2024. On December 13, 2024, Plaintiff filed amended its Amended Complaint by filing a second amended verified complaint (the “Second Amended Complaint”) and a renewed motion to expedite proceedings (the “Second Motion to Expedite”) against the Company and remaining Individual Defendants. In accordance with a briefing stipulation entered by the Court on December 11, 2024, defendants shall answer the Second Amended Complaint and file its opposition to the Second Motion to Expedite by January 13, 2025. On January 13, 2025, the Company and Individual Defendants timely filed their Answer to the Second Amended Complaint, an Opposition to Motion to Expedite and a Partial Motion to Dismiss. On March 6, 2025, Plaintiff notified the Court that it withdraws its Motion to Expedite. On April 25, 2025, Plaintiff filed its Motion to Dismiss Count IV of the Second Amended Complaint as Moot. The motion was granted and Count IV of the Second Amended Complaint was dismissed by the Court. On April 14, 2026, the Court denied Plaintiff’s Proposed Order Governing Case Schedule. 50 Manna World Ministries On September 8, 2023, Manna World Ministries and Summit Church (collectively, the “Plaintiffs”) filed a civil lawsuit in the San Diego Superior Court, North County Division, under case number 37-2023-00039279-CU-CO-NC. The action was brought against Ryan Dickinson, Matthew Clemenson, Lawrence Dimatteo, Incircl, Inc., Paul King, LAD Holdings Group, LLC, MC Holdings Group, LLC, RD Holdings, LLC, and Jeff Sparrow (collectively, the “Defendants”). The Plaintiffs allege that the Defendants defaulted on a personal loan totaling $2,700,000, which was purportedly secured by their personal shares of stock in Lottery.com Inc. (the “Company”). On April 4, 2024, the Plaintiffs filed an amended complaint naming the Company as an additional defendant. The Company subsequently filed an answer and asserted affirmative defenses on December 6, 2024, denying all allegations of wrongdoing. The Company has stated its intent to vigorously contest the claims and to pursue all legal remedies available. The matter is currently set for trial on September 28, 2026. Dawn Nettles On February 14, 2025, Dawn Nettles, et. al (“Nettles” or “Plaintiff”) filed a verified original class action (the “Complaint”) against Lottery.com (“Lottery.com” or the “Company”), Rook TX LP, Gary N. Grief, IGT Solutions Corporation (“IGT”) (collectively the “Defendants”) in the District Court of Harris County, 333rd Judicial District (the “Court”) alleging that the Defendants engaged in systematic fraud, misappropriated lottery funds, illegally sold tickets across state lines, and manipulated the outcome of lottery games, including, but not limited to the April 22, 2023 Lotto Texas drawing. On March 25, 2025, the judge issued a ruling that the claims against IGT be dismissed without prejudice. Nettles filed a notice on May 30, 2025, that she is “taking a Nonsuit Without Prejudice Against All Parties Effective Immediately.” The Notice, under Texas Rule of Civil Procedure 162, terminated the case effective immediately. Jerry R. Reed On April 8, 2025, Jerry R. Reed (“Reed” or the “Plaintiff”) commenced an action against ALTX Management, LLC; AutoLotto, Inc.; Matthew Clemensen; Colossus Bets Limited; Ryan Dickinson; Lawrence Anthony Dimatteo III; Lottery Now Inc.; Lottery.com , Inc. (“ Lottery.com ” or the “Company”); Bernard Marantelli; Qawi and Quddus, Inc.; Zeljeko Ranogajec; Rook GP, LLC; Rook TX LP; and White Swan Data Limited (collectively, the “Defendants”). The action was filed under Case No. 25-BC03A-0007, styled Jerry B. Reed v. Rook TX LP, Rook GP LLC, Colossus Bets Limited, Lottery.com , Inc., AutoLotto, Inc., Lottery Now, Inc., ALTX Management, LLC, Qawi and Quddus, Inc. d/b/a Luck Zone, Lawrence Anthony “Tony” Dimatteo III, Matthew Clemensen, Ryan Dickinson, Zeljeko Ranogajec a/k/a John Wilson, White Swan Data Limited, and Bernard Marantelli , in the Business Court of Texas, Third Division. The matter was subsequently removed to the 353rd Judicial District Court of Travis County, Texas and assigned Case No. D-1-GN-25-002446. Plaintiff seeks to recover funds that he contends were wrongfully excluded from the Lotto Texas jackpot he purportedly won on May 17, 2023. The Company maintains that it is yet to be properly served in the case and has not formally appeared in the matter. In the event it is properly served or an appearance is required, the Company intends to vigorously contest the claims and to pursue all legal remedies available, including defenses and counterclaims. SEC Compliant On January 22, 2026, the U.S. Securities and Exchange Commission (the “SEC”) filed a civil complaint in the United States District Court for the Southern District of New York naming certain former senior executive officers of the Company, the Company and the former CEO of the SPAC Trident Acquisitions Corp as defendants (the “Complaint”). The Complaint asserts claims under various provisions of the federal securities laws and seeks injunctive relief, disgorgement, civil monetary penalties, and other equitable remedies. The Complaint relates to alleged conduct occurring primarily between 2020 and mid-2022, including periods prior to and shortly following the Company’s merger with Trident Acquisition Corp. The individuals identified in the Complaint, who previously served as executive officers, are no longer employed by the Company and have no ongoing association or involvement with the Company in any capacity. Since mid-2022, the Company has undergone substantial changes in management, governance, and internal controls. The Company’s current management team was not involved in the conduct alleged in the Complaint. The Company has fully cooperated with the SEC’s investigation and intends to continue full cooperation with the SEC in connection with this matter. While the Company maintains the Complaint lacks merit against the Company and will defend against the lawsuit if necessary, the Company has entered into non-binding discussions with the SEC regarding a potential settlement. There can be no assurance that a final agreement will be reached, but the matter appears to be very close to being resolved without any material liability to the Company. On June 16, 2026, the Court ordered a 30-day stay of the proceedings for the SEC and the Company to make meaningful progress towards settlement and report back to the Court. Virtu Financial Capital Markets LLC, Virtu Americas LLC, GTS Securities, LLC and G1 Execution Services, LLC On February 10, 2026, Sports Entertainment Gaming Global Corporation filed a lawsuit in the District Court of Tarrant County, Texas against Virtu Financial Capital Markets LLC, Virtu Americas LLC, GTS Securities, LLC and G1 Execution Services, LLC (Cause No: 236-374531-26). The complaint alleges that the defendants engaged in unlawful securities trading practices, including alleged market manipulation, spoofing, naked short selling and other trading activities that artificially depressed the market price of the Company’s common stock. The Company asserts claims under the Texas Securities Act and certain provisions of the Securities Exchange Act of 1934 and seeks monetary damages, attorneys’ fees, costs, interest and other relief deemed appropriate by the court. The complaint states that the amount in controversy does not exceed $178.75 million. Alumni Capital LP On June 18, 2026, Alumni Capital LP sent the Company an Event of Default Redemption Notice threatening to commence legal proceedings against the Company relating to an unsecured convertible promissory note issued pursuant to a Securities Purchase Agreement dated March 16, 2026. Alumni alleges that the Company defaulted under certain provisions of the transaction documents and seeks, among other relief, redemption of the note, liquidated damages, interest, attorneys’ fees, and other remedies provided under the applicable agreements. White Diamond Research LLC On June 26, 2026, the Company filed a lawsuit in the District Court of Tarrant County, Texas against Defendants White Diamond Research LLC and Adam Gefvert (Cause No.: 352-379280-26). The complaint asserts claims arising from statements and publications made by the defendants concerning the Company, including a claim for business disparagement. The Company alleges that the defendants published false and misleading statements regarding the Company’s business and operations and seeks monetary damages, injunctive and other equitable relief, attorneys’ fees where recoverable, costs, and such other relief as the court deems appropriate. USA Today On July 6, 2026, the Company filed a lawsuit in the District Court of Tarrant County, Texas against Defendant USA Today Co., Inc. (formerly Gannett Co., Inc. and Gatehouse Media, LLC), arising from an advertising agreement entered into in December 2016 (the “Advertising Agreement”) (Cause No.: 048-379558-26). Under the Advertising Agreement, the Company acquired contractual rights to receive approximately $18.0 million of advertising inventory and related services from defendants. The Company alleges that, despite repeated requests beginning in 2024 to utilize the remaining advertising inventory available under the Advertising Agreement, defendant has refused to acknowledge approximately $16.4 million of advertising media credits or honor the Company’s contractual rights. Item 4. Mine Safety Disclosures. Not applicable. 51 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our common stock and warrants trade on The Nasdaq Global Market under the symbols “SEGG” and “LTRYW,” respectively. Our failure to remain in full compliance with these requirements may result in our securities being delisted from Nasdaq. On October 16, 2025, the Company achieved a material regulatory milestone by regaining full compliance with the listing requirements of Nasdaq Stock Market LLC. Specifically, on October 16, 2025, Nasdaq confirmed the resolution of a previously disclosed shareholder-approval deficiency under Listing Rule 5635(c) linked to equity grants made in 2023 and early 2024, and the matter is now formally closed. Being removed from Nasdaq’s non-compliant list provides the Company greater operational and financial flexibility to pursue its growth agenda across sports, entertainment and gaming verticals (including its core brands Sports.com, Concerts.com and Lottery.com). Furthermore, the requirement that we maintain a majority of independent directors and at least three members on our audit committee are Nasdaq requirements that we currently meet but have not met from time to time. If the Company’s securities are delisted from Nasdaq, it could be more difficult to buy and sell the Company’s common stock and warrants or to obtain accurate quotations, and the price of the Company’s common stock and warrants could suffer a material decline. Delisting could also impair the Company’s ability to raise capital or trigger defaults and penalties under its outstanding agreements or securities. Further, there is no guarantee that we will be able to maintain our listing for any period of time. Delisting from Nasdaq could also result in negative publicity. Further, if we are delisted, we would also incur additional costs under state blue sky laws in connection with any sales of our securities. These requirements could severely limit the market liquidity of our common stock or warrants and the ability of our stockholders to sell our common stock or warrants in the secondary market. If our common stock or warrants are delisted by Nasdaq, our common stock or warrants may be eligible to trade on an over-the-counter quotation system, such as the OTCQB Market, where an investor may find it more difficult to sell our stock or obtain accurate quotations as to the market value of our common stock or warrants. In the event our common stock or warrants are delisted from The Nasdaq Global Market, we may not be able to list our common stock or warrants on another national securities exchange or obtain quotation on an over-the counter quotation system. Legacy Matters Business Combination On October 29, 2021, we, as AutoLotto, Inc. (“AutoLotto”), consummated the Business Combination with Trident Acquisitions Corp. (“TDAC” and after the Business Combination described herein, the “Company”), pursuant to the terms of that certain Business Combination Agreement, dated as of February 21, 2021 (the “Business Combination Agreement”), by and among TDAC, Trident Merger Sub II Corp., a wholly-owned subsidiary of TDAC (“Merger Sub”) and AutoLotto. Pursuant to the terms of the Business Combination Agreement, Merger Sub merged with and into AutoLotto with AutoLotto surviving the merger as a wholly owned subsidiary of TDAC, which was renamed “Lottery.com Inc.” The aggregate value of the consideration paid by TDAC to the holders of AutoLotto common stock in the Business Combination (excluding shares that might have been issued to former AutoLotto stockholders (the “Sellers”) as earnout consideration) was approximately $440 million, consisting of approximately 2,000,000 shares of common stock valued at $220.00 per share. In addition, each Seller was eligible to receive its pro rata portion of 150,000 Seller Earnout Shares and each Founder Holder was eligible to receive one-third of 100,000 Founder Holders Earnout Shares, subject to adjustments in the normal course of business. Conditions for earning the Seller Earnout Shares and Founder Holders Earnout Shares were not met within the designated deadline and all potential earnout shares were forfeited. AutoLotto $30,000,000 Business Loan On January 4, 2022, AutoLotto entered into a Business Loan Agreement (the “Business Loan”) with bank prov, pursuant to which the Company borrowed $30,000,000 from bank prov, which was evidenced by a $30,000,000 Promissory Note. The Promissory Note accrued interest at the rate of 2.750% per annum (7.750% upon the occurrence of an event of default) and had a maturity date of January 4, 2024. Monthly interest payments were due under the Promissory Note beginning February 4, 2022. The Promissory Note could be repaid at any time without penalty. The Promissory Note included customary events of default for a debt obligation of the size of the Promissory Note. The Business Loan included representations and warranties of AutoLotto and covenants (both positive and negative) which were customary for a transaction of this nature and size, including rights to set off. Upon the occurrence of an event of default, bank prov could declare the entire amount owed immediately due and payable. We were required to pay a 1% commitment fee at the time of our entry into the Business Loan, and another 1% annual loan fee would have been due on the first anniversary thereof. 52 In accordance with the terms of the Business Loan, upon entering into the agreement, $30,000,000 in a separate account with bank prov was pledged as security for the amount outstanding under the loan (“Collateral Security”). The $30,000,000 Collateral Security became restricted and remained restricted until October 12, 2022, when AutoLotto defaulted on its obligations under the Business Loan and bank prov foreclosed on the $30,000,000 of Collateral Security. The Collateral Security, which was in the form of restricted cash, was presented as a contingent liability on the Company’s balance sheet from March 31, 2022 until the obligation was satisfied in October of 2022. Current Matters Loan Agreement with Woodford Eurasia Assets, Limited On December 7, 2022, the Company entered into a loan agreement with Woodford Eurasia Assets, Ltd. (“Woodford”), (the “Woodford Loan Agreement”) pursuant to which Woodford agreed to provide the Company with up to $52.5 million, subject to certain conditions and requirements, of which, per the Company’s books and records $798,351 was received by December 31, 2023 and is owed pursuant to the terms of the Woodford Loan Agreement. Amounts borrowed accrue interest at the rate of 12% per annum (or 22% per annum upon the occurrence of an event of default) and are due within 12 months of the date of each loan advance. Amounts borrowed can be repaid at any time without penalty. Amounts borrowed pursuant to the Woodford Loan Agreement are convertible, at Woodford’s option, into shares of the Company’s common stock, beginning 60 days after the first loan date at the rate of 80% of the lowest publicly available price per share of common stock within 10 business days of the date of the Loan Agreement (which is currently equal to $56.00 per share), subject to a 4.99% beneficial ownership limitation and a separate limitation preventing Woodford from holding more than 19.99% of the issued and outstanding common stock of the Company, without the Company obtaining shareholder approval for such issuance. Conditions to the Loan Agreement included the resignation of four prior members of the Board (Lisa Borders, Steven M. Cohen, Lawrence Anthony DiMatteo and William Thompson, all of whom resigned from the Board in September 2022), and the appointment of two new independent directors. Subsequent loans under the Woodford Loan Agreement also required the Company to comply with all listing requirements, unless waived by Woodford. The Woodford Loan Agreement also allows Woodford to nominate another director to the Board of Directors, in the event any independent member of the Board of Directors resigns. Proceeds of the loans can only be used to restart the Company’s operations and for general corporate purposes agreed to by Woodford. The Woodford Loan Agreement includes confidentiality obligations, representations, warranties, covenants, and events of default, which are customary for a transaction of this size and nature. Included in the Loan Agreement are covenants prohibiting us from (a) making any loan in excess of $1 million or obtaining any loan in an amount exceeding $1 million without the consent of Woodford, which consent may not be unreasonably withheld; (b) selling more than $1 million in assets; (c) maintaining less than enough assets to perform our obligations under the Loan Agreement; (d) encumbering any assets, except in the normal course of business, and not in an amount to exceed $1 million; (e) amending or restating our governing documents; (f) declaring or paying any dividend; (g) issuing any shares which negatively affects Woodford; and (h) repurchasing any shares. The Company also agreed to grant warrants to purchase shares of common stock to Woodford (the “Woodford Warrants”) in an amount equal to 15% of the Company’s then issued and outstanding shares of common stock. Each Woodford Warrant has an exercise price equal to the average of the closing price of the Company’s common stock for each of the ten days prior to the first amount being debited from the bank account of Woodford, which equates to a current exercise price of $56.00 per share. In the event the Company fails to repay the amounts borrowed when due or Woodford fails to convert the amount owed into shares, the exercise price of the warrants may be offset by amounts owed to Woodford, and in such case, the exercise price of the warrants will be subject to a further 25% discount. 53 In connection with our entry into the Woodford Loan Agreement, the Company also entered into a Loan Agreement Deed, Debenture Deed and Securitization, with Woodford (the “Security Agreement”), which provides Woodford with a first floating charge security interest over all present and future assets of the Company in order to secure the repayment of amounts owed under the Loan Agreement. On June 12, 2023, the Company entered into an amendment of the Woodford Loan Agreement (the “Woodford Loan Agreement Amendment”). The Woodford Loan Agreement Amendment provides that Woodford shall henceforth be able to convert, in whole or in part, the outstanding balance of its loan into the conversion shares at a conversion price that represents a further 25% discount to the original conversion price of 20%. The validity and application of the Woodford Loan Agreement Amendment is disputed by the Company. Despite requests from the Company, Woodford has repeatedly amongst other things: failed to prove the amounts borrowed by the Company or claimed to have been advanced by Woodford to the Company; failed to indicate if it would accept accelerated payment of those verified amounts; failed to provide an anti-money laundering acceptable account to which payment could be made by the Company and failed to explain failure to respond to requests for other funding to be accepted in the context of the Woodford Loan Agreement; failed to respond to requests for funding under the accordion facility of the Woodford Loan Agreement; and failed to respond to allegations of money laundering and conspiracy to defraud the Company and others. Information regarding ongoing legal proceedings with Woodford can be found in the “Legal Proceedings” section of this form. Reverse Stock Split On August 28, 2025, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to amend the Company’s Third Amended and Restated Certificate of Incorporation to effect, effective as of 5:30 p.m. Eastern Time on August 28, 2025, a 1-for-10 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 ten(10) shares of Common Stock either issued and outstanding or held as treasury stock was 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 2024 annual meeting of its stockholders held virtually on February 20, 2025 (the “Annual Meeting”) and approved by the board of directors of the Company (the “Board”) on August 13, 2025. 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. An adjustment was made to the Company’s warrants based on the 1-for-10 split ratio. The adjustment was made automatically. The number of shares of common stock issued subject to stock options, warrants, or convertible securities was automatically decreased by the split ratio and the exercise price or conversion ratio will automatically be proportionately increased by the same split ratio. The effects of the Reverse Stock Split were reflected in the Quarterly Report on Form 10-Q for the period ended September 30, 2025 and in all subsequent reports for all periods presented. 54 Current Operations Despite the 2022 Operational Cessation, the Company’s subsidiaries have continued to operate under the direction of the leadership teams that were in place prior to the Company’s acquisition of such companies. While the operational activities of these subsidiaries vary, from the 2022 Operational Cessation through the date of this Report, each of Aganar and JuegaLotto have decreased their expenses and has had their revenues remain consistent or decrease slightly from pre-Operational Cessation levels. TinBu has decreased its expenses and had their revenues remain consistent for a period of time but revenues continue to decrease from pre-Operational Cessation levels. Data Services In 2018, we acquired TinBu, LLC (“TinBu”), a digital publisher and provider of lottery data results, jackpots, and other related data, as a wholly owned subsidiary. Through TinBu, our Data Service delivers daily results of over 800 domestic and international lottery games from more than 40 countries, including the U.S., Canada, and the United Kingdom, to over 400 digital publishers and media organizations. See “ Item 1A. Risk Factors – We are party to pending litigation and investigations in various jurisdictions and with various plaintiffs and we may be subject to future litigation or investigations in the operation of our business. An adverse outcome in one or more proceedings could adversely affect our business, financial condition, and results of operations ” for more information about our relationship with Tinbu. Our technology pulls real time primary source data, and, in some instances, we acquire data from dedicated data feeds from the lottery authorities. Our data is constantly monitored to ensure accuracy and timely delivery. We are not required to obtain licenses or approvals from the lottery authorities to pull this primary source data or to acquire the data from such dedicated feeds. Commercial acquirers of our Data Service pay a subscription for access to the Data Service and, for acquisition of certain large data sets, an additional per record fee. We additionally enter into multi-year contracts pursuant to which we sell proprietary, anonymized transaction data pursuant to multi-year agreements and in accordance with our Terms of Service in consideration of a fee and in other instances provide the Data Service within a bundle of provided services. 55 Aganar and JuegaLotto On June 30, 2021, we acquired 100% 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 Mexican regulatory authorities with jurisdiction over the ability to commercialize lottery games in Mexico through an authorized federal gaming portal and to commercialize games of chance in other countries throughout Latin America. Aganar has been operating in the licensed Online Lottery market in Mexico since 2007 and has certain rights 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. See “ Item 1A. Risk Factors – We need additional capital to, among other things, support and restart our operations, re-hire employees and pay our expenses. Such capital may not be available on commercially acceptable terms, if at all. If we do not receive the additional capital, we may be forced to curtail or abandon our plans to recommence our operations and we may need to permanently cease our operations” for additional information. Sports.com In December 2021, we finalized the acquisition of the domain name https://sports.com . On March 26, 2025, the Company registered Sports.com as a fictious name in the state of Florida under AutoLotto, Inc. Content provided by Sports.com is currently available worldwide as a website and a mobile application. The website was relaunched in August 2025. In February 2025, the Company entered into a multi-year global partnership with Soccerex, the world’s leading soccer business event organizer. The Agreement makes Sports.com the title sponsor for six global events including Soccerex 2025 for MENA, Europe and USA which were held in Cairo, Amsterdam and Miami, respectively. In April 2026, the Company renewed the sponsorship for an additional two years and participated in the 30 th anniversary celebration of Soccerex which was held in Amsterdam in May 2026. This collaboration provides the Company with an influential platform to engage with key stakeholders in the football industry, further solidifying Sports.com’s position at the intersection of sports, technology and entertainment. Working with the Soccerex team and its community presents an opportunity to build brand awareness internationally for the Company’s gaming, content and entertainment brands. In May 2025, the Company entered into sponsorship agreements with Louis Foster and Calum Ilott, drivers in the NTT IndyCar Series, and Sebastain Murray, a driver in the INDY NXT by Firestone series. The agreements provide the Company’s brands with exposure throughout the 2025 racing seasons with vehicle and attire logo placement and social media postings by the drivers. On June 17, 2025, the Company appointed Tamer Hassan as president of Sports.com Studios, Ltd. In this role, Hassan will lead the division’s creative and strategic efforts to develop, produce and distribute compelling sports-focused films, docuseries, and premium digital content. This new arm of the business will serve as the cornerstone of Sports.com’s global expansion into entertainment media and immersive storytelling. On June 24, 2025, the Company appointed Tim Scoffham CEO of Sports.com Media Group, Ltd. In this role, Scoffham will oversee the strategic integration and international expansion of Sports.com Media, a premium digital sports content and engagement platform. His leadership will focus on aligning commercial, media, and technology platforms, bolstering regulatory partnerships, and unlocking scalable, revenue-generating opportunities in high-growth markets. On July 17, 2025, the Company entered into its first official football league partnership in the Indian subcontinent through a five-year commercial agreement with the Super League Kerala (“SLK”), valued at more than $11.6 million based on estimated advertising and sponsorship revenue. The agreement establishes SEGG Media and Sports.com as the exclusive global commercial and broadcast partner for SLK, encompassing: exclusive international streaming rights across all territories; integrated gaming and fan engagement products; global sponsorship and brand activation rights; and distribution focus across the Indian subcontinent and MENA, especially targeting the vast Keralite diaspora in the Middle East, North America, and Europe. Sports.com Studios Ltd, entered into a revenue-driven co-production partnership with GOATS Entertainment (Greatest Of All Time) on August 7, 2025. This alliance will transform the legacies of the world’s greatest athletes into cash-generative content assets, combining premium docuseries, exclusive merchandise, global fan activations, and immersive storytelling. The collaboration is designed to drive high-margin revenue streams across OTT, e-commerce, experiential and licensing platforms. On Sept. 10, 2025, Sports.com Studios entered into a strategic global distribution partnership with the Døds Diving League (“DDL”), the official global platform for the world’s fastest-growing extreme sport. The partnership will be managed by Sports.com Studios Ltd, the newly launched sports content subsidiary of SEGG Media. The partnership will bring the thrill of Døds to millions of fans worldwide. Under the agreement, Sports.com Studios became a global distribution partner for DDL events, ensuring competitions and original content will be delivered through Sports.com platforms. During 2025, Sports.com content surpassed 102 million views across all platforms. The growth was driven by surging interest in the Kerala Super League, and the Company’s accelerating global social-media presence. Nook Holdings, LTD On June 10, 2025, the company entered into an Amended Stock Purchase Agreement with the shareholders of Nook Holdings Limited (“Nook”), a private limited company incorporated and registered in the Abu Dhabi Global Market, Abu Dhabi, United Arab Emirates (“UAE”). The total purchase price for the acquisition of 90% of Nook is approximately $2.46 million. The Company has paid $1,470,000 towards the acquisition and anticipates the transaction closing at a time when the current unrest in the Middle East surrounding the US war with Iran has subsided. Nook is known for its innovative approach to co-working in Dubai and has procured 200 licenses for individuals and companies in the sports, health and wellness sector seeking access to Dubai and the broader Middle Eastern market. With its exclusive partnership with the Dubai Multi-Commodities Centre Free Zone (DMCC), Nook offers a wide range of services, including business setup support, insurance, VAT registration, and networking opportunities for like-minded sports entrepreneurs. As part of the acquisition, Nook will be rebranded under the Sports.com umbrella. 56 Notes to Company Operations As of the date of this filing, the current estimated cash balance of the Company and its subsidiaries is approximately $111,961. The Company believes that this cash on hand, along with future borrowings, will be sufficient for the Company to meet it current operational obligations. As of the date of this Report, our common stock and warrants are traded on The Nasdaq Stock Market LLC (“Nasdaq”) under the ticker symbols “SEGG” and “LTRYW,” respectively. As of the date of this Report, we are not in compliance with Nasdaq’s continued listing requirements (the “Listing Rules”). See, “ Risk Factors - Risks Related to Our Common Stock and Warrants – We are not currently in full compliance with the continued listing standards of Nasdaq, we may not be able to regain full compliance with Nasdaq’s continued listing standards in the future .” Additionally, under its new management, the Company continues to work to improve its disclosure and reporting controls. Also, the Company plans to continue to improve its systems of internal control over financial reporting and invest in additional legal, accounting, and financial resources. Even when the Company has full operations in its sports, entertainment, and gaming verticals, there can be no assurance that the Company will be able to remain in compliance with the applicable Nasdaq Listing Rules. If the Company’s securities are delisted from Nasdaq, it could be more difficult to buy or sell the Company’s common stock and warrants or to obtain accurate quotations, and the price of the Company’s common stock and warrants could suffer a material decline. Delisting could also impair the Company’s ability to raise additional capital needed to fund its operations or trigger defaults and penalties under outstanding agreements or securities of the Company. There can be no assurance that we will have sufficient capital to support our operations and pay expenses, repay our debt, or that additional funds will be available on favorable terms, if at all. We may not be able to restart our operations or generate sufficient funding to support such operations in the future. The Company’s ability to continue its current operations, prepare and refile deficient and restated reports, and restart its prior operations, is dependent upon obtaining new financing. Future financing options available to the Company include equity financings, debt financings or other capital sources, including collaborations with other companies or other strategic transactions. Equity financings may include sales of common stock. Such financing may not be available on terms favorable to the Company or at all. The terms of any financing may adversely affect the holdings or rights of the Company’s stockholders and may cause significant dilution to existing stockholders. There can be no assurance that the Company will be successful in obtaining sufficient funding on terms acceptable to the Company, if at all, which would have a material adverse effect on its business, financial condition and results of operations, and it could ultimately be forced to discontinue its operations and liquidate. These matters, when considered in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is defined as within one year after the date that the financial statements are issued. The accompanying financial statements do not contain any adjustments to reflect the possible future effects on the classification of assets or the amounts and classification of liabilities that might result from the outcome of this uncertainty. Item 6 Reserved 57 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Impact of Legacy Matters on Current Operations Legacy Matters have had, and continue to have, a material impact on the Company’s current operations, financial condition, and strategic execution. While the Company has transitioned from stabilization toward execution of its strategic growth phase, the effects of prior operational disruption, control deficiencies, and capital constraints remain relevant to an understanding of current performance. Operational Restart and Execution Focus Following the cessation of certain legacy operations in 2022, the Company has been engaged in a phased operational restart. Current operations reflect a transition from a legacy model primarily dependent on lottery-based revenue toward a more diversified platform across sports, entertainment, and gaming. As a result, period-over-period comparisons may not be indicative of underlying performance trends, as prior periods reflect a fundamentally different operating structure. Current operating results are more closely aligned with early-stage platform development, integration of newly acquired or partnered assets, and the reestablishment of commercial activities. Revenue Profile and Business Mix The Company’s historical concentration in lottery-related revenue has been replaced by a broader, but still developing, revenue base. While this transition is expected to improve long-term scalability and diversification, it has resulted in near-term variability in revenue and limited comparability to historical results. Revenue generation in the current period is increasingly tied to digital media, content platforms, and strategic acquisitions, including the Company’s investment in Veloce, which expands the Company’s reach into global digital motorsports and gaming audiences. These platforms introduce different revenue recognition patterns, margin profiles, and monetization timelines compared to the Company’s legacy operations. Cost Structure and Investment Requirements The Company’s cost structure has been significantly impacted by its transition. Current operating expenses reflect: ● Ongoing investments in stabilizing and growing operational capabilities; ● Costs associated with integration of acquisitions and strategic initiatives, including Veloce-related activities; ● Professional fees related to legal, accounting, and compliance matters stemming from Legacy Matters; and ● Continued investment in infrastructure necessary to support scalable operating platforms. These costs are expected to remain elevated in the near term as the Company continues to execute its transformation strategy as part of the strategic growth phase. Liquidity and Capital Allocation Legacy Matters have materially affected the Company’s liquidity profile, necessitating a continued reliance on external financing to fund operations and strategic initiatives. On March 16, 2026, the Company entered into a Securities Purchase Agreement pursuant to which it agreed to issue unsecured convertible promissory notes in an aggregate principal amount of up to approximately $11.8 million, to be funded in multiple tranches. The initial tranche was funded upon execution, with subsequent tranches subject to customary conditions. This financing, along with other recent capital raises, have been critical in supporting the Company’s operational restart, funding strategic initiatives, and addressing obligations arising from Legacy Matters. However, such financings have resulted in, and may continue to result in, dilution to existing stockholders. Management has implemented a disciplined capital allocation framework focused on deploying capital into revenue-generating opportunities and initiatives that are expected to support near- to medium-term financial performance. The Company’s ability to execute its strategy remains dependent on its ability to access additional capital on acceptable terms. Internal Controls and Reporting Processes The Company continues to operate under a remediation plan to address previously identified material weaknesses in internal control over financial reporting. While progress has been made, these matters continue to impact the Company’s financial reporting processes, including the timing and complexity of period-end close and reporting activities. Management continues to invest in personnel, systems, and processes to strengthen the control environment and support scalable operations. Strategic Execution and Integration Risk The Company’s current strategy includes the acquisition and integration of complementary businesses and platforms. While these initiatives are expected to contribute to revenue growth and strategic positioning, they introduce execution risks, including integration complexity, alignment of operating models, and realization of anticipated synergies. Legacy Matters have necessitated a more measured and disciplined approach to execution, with an emphasis on transactions that are expected to deliver tangible revenue contributions and align with the Company’s capital constraints. 58 Inflection Point and Transition to Execution Management believes the Company has reached an inflection point in its transformation. Having addressed critical Legacy Matters, stabilized operations, and secured incremental capital, the Company is transitioning from a period defined by remediation and restructuring to one focused on execution and revenue generation as part of the strategic growth phase. This inflection point is characterized by: ● The reactivation of core operations following prior cessation; ● The deployment of capital into strategic acquisitions and partnerships, including Veloce; ● The establishment of a more diversified revenue model beyond lottery-based activities; and ● The implementation of a more disciplined operating and capital allocation framework. While risks remain, including liquidity constraints and execution risk associated with integrating new platforms, management believes the Company is better positioned to pursue scalable growth opportunities and improve operating performance. Ongoing Impact and Path Forward Notwithstanding the progress achieved, Legacy Matters continue to influence the Company’s current operations, including through elevated operating costs, a transitional revenue profile, and ongoing capital requirements. Management remains focused on scaling revenue-generating operations, improving operating efficiency, strengthening the balance sheet, and continuing to enhance internal controls and compliance processes. The Company’s future performance will depend on its ability to successfully execute this strategy and convert its repositioned platform into sustainable revenue growth and long-term stockholder value. Our Current Revenue The Company currently derives its revenue from three areas of focus: Data Services. Commercial acquirers of our Data Service pay a subscription for access to the Data Service and, for acquisition of certain large data sets, an additional per record fee. The Company additionally enters into multi-year contracts pursuant to which it sells proprietary, anonymized transaction data under multi-year agreements and in accordance with our Terms of Service in consideration of a fee. Digital Media and Advertising Revenue generated from our digital media platforms is primarily driven by audience scale, engagement, and monetization through advertising, sponsorships, and content partnerships. Gaming Platforms Our gaming and interactive revenue in 2025 was driven by our Mexican operations and includes iLottery products. Company Operating Costs and Expenses Personnel Costs. Personnel costs include salaries, payroll taxes, health insurance, worker’s compensation and other benefits for management and office personnel. Professional Fees. Professional fees include fees paid for legal and financial advisors, accountants and other professionals related to the Business Combination and other transactions. General and Administrative. General and administrative expenses include marketing and advertising expenses, office and facilities lease payments, travel expenses, bank fees, software dues and subscriptions, expensed research and development (“R&D”) costs and other fees and expenses. Depreciation and Amortization. Depreciation and amortization expenses include depreciation and amortization expenses on real property and other assets. 59 Key Trends and Factors Affecting Our Results Our results of operations and financial condition are influenced by trends affecting our core business focuses—digital media, sports and esports, ticketing and live experiences, and gaming and interactive platforms—as well as broader strategic, regulatory, and capital market factors. Digital Media and Advertising Revenue generated from our digital media platforms is primarily driven by audience scale, engagement, and monetization through advertising, sponsorships, and content partnerships. Key factors affecting this area include: ● growth in global audience reach and monthly impressions across owned and partner platforms; ● pricing dynamics in digital advertising markets, including CPM variability and demand from brand advertisers; ● reliance on third-party distribution platforms and associated algorithm or policy changes; and ● continued investment in content creation, talent, and technology infrastructure. Revenue in this area may fluctuate based on seasonality in advertising spend, major sporting or entertainment events, and changes in platform monetization policies. Sports and Esports Operations Our sports and esports business generates revenue through sponsorships, commercial partnerships, media rights, and team-related activities. Results in this segment are influenced by: ● the performance and visibility of affiliated teams and leagues; ● the ability to secure and renew commercial partnerships with global brands; ● growth in esports viewership and engagement; and ● expansion into new sports formats, leagues, and international markets. This area may experience variability based on competitive performance, event timing, and the timing of sponsorship agreements. Ticketing and Live Experiences Revenue from ticketing and live experiences will be driven by consumer demand for events, platform adoption, and strategic partnerships. Key factors include: ● volume of ticket sales and transaction-based revenue; ● relationships with venues, promoters, and rights holders; ● seasonality tied to event calendars and major tours or sporting events; and ● consumer discretionary spending trends and macroeconomic conditions. Our results in this area may also be impacted by the timing of large-scale events and the pace of platform development and market adoption. Gaming and Interactive Platforms Our gaming and interactive business focus includes or will include initiatives in predictive gaming, digital engagement, and related technologies. Performance in this area is influenced by: ● regulatory frameworks governing gaming and event-based contracts across jurisdictions; ● user acquisition, retention, and engagement levels; ● product development timelines and platform scalability; and ● strategic partnerships with technology providers and market operators. This part of our business remains subject to evolving regulatory conditions and may require ongoing investment prior to achieving scale. Acquisition and Integration Activity Across all of our business focus areas, our growth strategy includes the acquisition of complementary businesses and assets. Our results are affected by: ● the timing of acquisition closings and associated transaction costs; ● integration execution and realization of expected synergies; ● the revenue and profitability profile of acquired businesses; and ● the use of equity or other consideration, which may result in dilution. As a result, period-over-period comparisons may be impacted by acquisition timing and integration progress. Capital Resources and Funding Strategy Execution across our segments depends on available capital and disciplined allocation of resources. We prioritize investments that support near-term revenue generation or are supported by committed funding sources. Our results may be affected by: ● access to capital and cost of financing; ● working capital requirements; and ● efforts to manage dilution while funding strategic initiatives. Regulatory Environment and Compliance Our operations across media, gaming, and live experiences subject us to multiple regulatory regimes. Our results are influenced by: ● compliance costs and reporting obligations as a Nasdaq-listed company; ● licensing and regulatory requirements in gaming and international markets; and ● ongoing remediation and governance enhancements related to legacy matters. 60 We have implemented strengthened internal controls, governance frameworks, and financial reporting processes, and needed to restate prior period financials, which may continue to impact comparability. Reputational and Market Factors Our operating performance may be affected by investor confidence, analyst coverage, and broader market perception as we continue to execute our strategic transformation. We believe that improved governance, operational discipline, and a focus on revenue-generating activities position the Company for long-term growth; however, market perception may continue to evolve. Industry Trends and Convergence We operate in markets characterized by increasing convergence across sports, media, entertainment, and gaming. Our results are influenced by: ● shifts toward digital and interactive content consumption; ● growth in esports and alternative sports formats; ● integration of content, commerce, and community-driven platforms; and ● evolving monetization models, including advertising, sponsorship, and direct-to-consumer revenue streams. Our ability to capitalize on these trends depends on execution, strategic partnerships, and continued innovation across our platform. Current Plan of Operations Our plan of operations is focused on disciplined execution and revenue generation as we position the Company for sustainable growth. Following a period of restructuring and remediation of legacy issues, management has adopted a strategy centered on (i) completing and integrating targeted acquisitions, (ii) scaling revenue-generating business lines, (iii) strengthening operational infrastructure and controls, and (iv) allocating capital to initiatives with clear, near-term economic return. We are prioritizing the completion and integration of previously announced acquisitions. The Company has already completed the acquisition of Veloce Esports Limited and anticipates finalization of the acquisitions of Nook Holdings Limited once current regional conflicts in the Middle East are resolved. These transactions are intended to expand our footprint across sports, gaming, and entertainment while adding scalable, revenue-generating assets. Our focus is on achieving operational integration, realizing synergies, and leveraging shared technology, media distribution, and commercial partnerships across these platforms. Through our Sports.com, Concerts.com, and related digital properties, we are building a unified media ecosystem designed to drive audience engagement and monetization. We intend to expand content distribution, increase direct-to-consumer engagement, and develop diversified revenue streams, including advertising, sponsorships, content licensing, and transactional platforms. The addition of Veloce’s digital media network is expected to significantly enhance our global reach and audience scale. Management is prioritizing initiatives that are either currently generating revenue or have a clear and near-term path to monetization. We have deprioritized or discontinued certain non-core or capital-intensive initiatives that do not meet our return thresholds. This disciplined approach is intended to improve operating efficiency and accelerate the path to profitability. We are pursuing selective international expansion opportunities, beginning with targeted markets such as Mexico, where we believe there is strong demand for our sports, gaming, and entertainment offerings. Our strategy is to enter new markets through partnerships, acquisitions, or localized platforms that leverage our existing technology and media capabilities. We are continuing to invest in strengthening our operational and financial infrastructure. This includes enhancing internal controls over financial reporting, improving financial close processes, and expanding our accounting and finance capabilities to support complex transactions and multi-entity operations. We are also implementing improved governance, oversight, and compliance frameworks to support our growth as a public company. Our capital allocation strategy is focused on preserving liquidity while funding high-priority initiatives. We intend to utilize a combination of equity and debt financing, strategic partnerships, and structured transactions to fund our operations and acquisitions. We will continue to evaluate opportunities to strengthen our balance sheet and reduce dilution to existing shareholders. We expect our primary uses of capital over the next 12 months to include: ● Funding acquisition-related obligations and integration activities; ● Supporting working capital needs and ongoing operations; ● Investing in technology development and platform enhancements; and ● Expanding sales, marketing, and commercial capabilities. Over the next 12 months, our operating plan is centered on transitioning from a restructuring phase to a growth phase driven by execution. Key milestones include completing pending acquisition tranches, integrating acquired businesses, scaling revenue across our core platforms, and improving overall financial performance. 61 Results of Operations Our consolidated financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities. Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 The following table summarizes our results of operations for the years ended December 31, 2025 and December 31, 2024, respectively. For the Year Ended December 31, 2025 2024 $ Change % Change Revenue $ 559,590 $ 958,645 $ (399,055 ) -42 % Cost of revenue 774,823 320,869 453,954 141 % Gross profit $ (215,233 ) $ 637,776 $ (853,009 ) -134 % Operating expenses: Personnel costs $ 2,469,812 $ 4,761,186 $ (2,291,374 ) -48 % Professional fees 6,637,644 5,436,831 1,200,813 22 % General and administrative 4,306,273 3,688,547 617,726 17 % Depreciation and amortization 4,238,921 5,020,647 (781,726 ) -16 % Total operating expenses 17,652,650 18,907,211 (1,254,561 ) -7 % Loss from operations $ (17,867,883 ) $ (18,269,435 ) $ 401,552 -2 % Other expenses Interest expense $ 217,905 $ 508,563 $ (290,658 ) -57 % Other expenses 1,248,967 968,903 280,064 29 % Other Income (4,234,581 ) (107,143 ) 4,127,438 3,852 % Reserve for loss of prepaid advertising credits 5,688,078 4,745,000 943,078 20 % Loss on impairment of intangibles & goodwill - 4,298,002 (4,298,002 ) -100 % Total other expenses, net 2,920,369 10,413,325 (7,492,956 ) -72 % Net loss before income tax $ (20,788,252 ) $ (28,682,760 ) 7,894,508 -28 % Income tax expense (benefit) 16,815 26,315 (9,500 ) -36 % Net loss $ (20,805,067 ) $ (28,709,075 ) $ 7,904,008 -28 % Other comprehensive loss Foreign currency translation adjustment, net $ 280,490 $ 317,424 $ (36,934 ) -12 % Comprehensive loss $ (20,524,577 ) $ (28,391,651 ) $ 7,867,074 -28 % Net income (loss) attributable to noncontrolling interest $ (220,969 ) $ (170,046 ) $ (50,923 ) 30 % Net loss attributable to Lottery.com, Inc. $ (20,303,608 ) $ (28,221,605 ) $ 7,917,997 -28 % Revenues Revenue. Revenue for the year ended December 31, 2025 was $560,000, a decrease of $399,000, or (42)%, compared to revenue of $959,000 thousand for the year ended December 31, 2024. The decrease is the result of decreases both in Tinbu ($287,000) and Global Gaming ($175,000) partially offset by an increase of $63,000 for Sports.com Media which is included for twelve months in 2025 but only four months 4 in 2024 because it was acquired on September 1, 2024. Cost of Revenue . Cost of revenue includes product costs, commission expense to affiliates and commercial partners, and merchant processing fees. Cost of revenue for the year ended December 31, 2025 was $775,000 thousand, an increase of $454,000 thousand, or 141%, compared to cost of revenue of $321,000 thousand for the year ended December 31, 2024. The increase in COGS was due to a $315,000 thousand increase at Sports.com Media and a $127,000 increase at AutoLotto. Gross Profit (Loss) . Gross loss for the year ended December 31, 2025 was ($215,000), compared to a gross profit of $638,000 for the year ended December 31, 2024, a decrease of $853,000, or (134%). Decreases in revenue for Tinbu, and Global Gaming and increases in COGS in AutoLotto and Sports.com which is an early stage growth business combine to result in a decrease to gross profit of $831,000. 62 Operating Costs and Expenses For the Year Ended December 31, 2025 2024 $ Change % Change Operating expenses: Personnel costs 2,469,812 4,761,186 (2,291,374 ) -48 % Professional fees 6,637,644 5,436,831 1,200,813 22 % General and administrative 4,306,273 3,688,547 617,726 17 % Depreciation and amortization 4,238,921 5,020,647 (781,692 ) -16 % Total operating expenses 17,652,650 18,907,211 (1,254,561 ) -7 % Operating expenses for the year ended December 31, 2025 were $17.7 million, a decrease of $1.3 million or (7%), compared to $18.9 million for the year ended December 31, 2024. Personnel costs decreased by $2.3 million and Depreciation and Amortization decreased by $782,000 whereas Professional fees increased by $1.2 million and General and administrative increased by $618,000 . Personnel Costs. Personnel costs decreased by $2.3 million, or (48%), from $4.8 million for the year ended December 31, 2024, to $2.5 million for the year ended December 31, 2025. The decrease was due to stock grants made to officers in 2024 for retention during the turnaround that did not recur in 2025 and also due to the reduction of highly compensated people at one of the Company’s subsidiaries approximately half way through 2025. Professional Fees. Professional fees increased by $1.2 million, or 22% from $5.4 million for the year ended December 31, 2024 to $6.6 million for the year ended December 31, 2025. Utilization of attorneys was higher in 2025 than in 2024 particularly for matters such as the class action, DOJ lawsuit and other matters including the TinBu lawsuit. General and Administrative. General and administrative expenses of $4.3 million for the year ended December 31, 2025 are $618,000 or 17% higher than the $3.7 million incurred for the year ended December 31, 2024. The increase relates primarily to sponsorships and investor relations activities in 2025 that were not present in 2024 offset by lower use of outside consultants in 2025 and also because stock grants which were made to outside consultants in 2024 did not recur in 2025. Depreciation and Amortization. Depreciation and amortization decreased $782,000, or (16%), from $5.0 million for the year ended December 31, 2024 to $4.2 million for the year ended December 31, 2025. The decrease in 2025 is because intangible assets for TinBu became fully amortized around mid-2024 and because write-offs of other intangibles in 2023 and 2024 resulted in lower amortization expense during 2025. Other Expense, Net For the Year Ended December 31, 2025 2024 $ Change % Change Other expenses Interest expense 217,905 508,563 (290,658 ) -57 % Other expense 1,248,967 968,903 280,064 29 % Other income (4,234,581 ) (107,143 ) 4,127,438 3,852 % Reserve for loss of prepaid advertising credits 5,688,078 4,745,000 943,078 20 % Loss on impairment of intangibles & goodwill - 4,298,002 (4,298,002 ) -100 % Total other expenses, net 2,920,369 10,413,325 (7,492,956 ) -72 % Interest Expense. Interest expense decreased by $291,000, or (57%), for the year ended December 31, 2025, from $509,000 to $218,000 as compared with the year ended December 31, 2024. This decrease is due to a large conversion from debt to equity by UCIL in the summer of 2024 along with more frequent conversions by UCIL during 2025 and conversions in the second quarter of 2025 of convertible debt placed by Univest in 2024 which combined to result in lower balances of convertible debt and therefore lower interest accruals in 2025. Other Expense. Other expense increased by $280,000 or 29%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024 from $969,000 to $1.25 million. This increase resulted primarily from increases to other expense for Global Gaming due to differences in classification of certain expenses during 2025 as compared with prior periods. Other Income. Other income increased by $4.1 million or 3,852%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024 from $107,000 to $4.2 million. This increase was the result of recording statutory interest accrued on the Streicher judgement for the year ended December 31, 2025. In previous years we had taken a conservative approach given the uncertainty of collecting on this judgement. However, prior to filing this report, the Company gained new information which increases confidence of management that we will collect on the Streicher judgement and the statutory interest. Reserve for loss of prepaid advertising credits. Reserve for loss of prepaid advertising credits increased by $943,000 or 20% to 5.7 million for the year ended December 31, 2025 as compared to $4.75 million for the year ended December 31, 2024. These reserves were recorded to reflect the possibility that the Company may not be able to fully utilize the value of prepaid advertising credits that was included on its Balance Sheet at December 31 2025 and 2024. Loss on impairment of intangibles & goodwill decreased by ($4.3) million or (100%) for the year ended December 31, 2025 as compared with the year ended December 31, 2024. For the year ended December 31, 2025, there were no impairments recorded to goodwill or intangible assets whereas for the year ended December 31 2024, impairments to intangible assets were recorded for $1.6 million related to the TinBu subsidiary and $2.7 million related to the Global Gaming subsidiary, respectively, for a total of $4.3 million. 63 Liquidity and Capital Resources Prior to the 2022 operational cessation, the Company’s primary liquidity requirements were driven by working capital needs, growth initiatives, capital expenditures and general corporate purposes. Historically, these requirements were funded primarily through financing activities, including the proceeds received in connection with the business combination completed on October 29, 2021, which generated approximately $42.8 million in net cash proceeds. Following the 2022 operational cessation, the Company has repositioned its liquidity strategy to support the disciplined restart and scaling of operations, with a focus on capital-efficient growth and the acquisition of revenue-generating businesses. The Company’s liquidity needs are currently centered on funding strategic acquisitions, supporting integration activities, rebuilding operational capabilities, and investing in core infrastructure aligned with its long-term growth objectives. In March 2026, the Company entered into a Securities Purchase Agreement providing for the issuance of unsecured convertible promissory notes. This financing provides the Company with near-term capital to advance its strategic initiatives and reflects continued access to institutional capital in support of its business plan. The Company expects to deploy proceeds from this financing, together with additional capital sources, to execute on its acquisition strategy, including the completion of the integration of Veloce Media Group, and to pursue additional accretive opportunities across its target markets. The Company’s operating strategy is focused on building a diversified, revenue-generating platform at the intersection of sports, entertainment and gaming. Management believes that its ability to structure and execute strategic transactions, combined with access to capital markets, positions the Company to accelerate growth while maintaining flexibility in capital allocation. The Company continues to evaluate a range of financing alternatives, including debt, equity and structured capital solutions, to support its expansion and optimize its capital structure over time. Capital Deployment Framework The Company employs a disciplined capital deployment framework designed to prioritize investments that drive near- and medium-term revenue generation while preserving balance sheet flexibility. Capital is allocated based on a structured evaluation of (i) the ability of a transaction or initiative to contribute to revenue growth and cash flow generation, (ii) the strategic alignment with the Company’s core verticals of sports, entertainment and gaming, (iii) the potential for operational synergies and scalable platform integration, and (iv) the overall impact on shareholder value, including dilution considerations. The Company prioritizes transactions that can be funded through existing or committed capital sources and that demonstrate a clear path to monetization. Management continuously evaluates capital allocation decisions to ensure alignment with its objective of building a sustainable, high-growth, revenue-generating platform. While the Company’s growth strategy is dependent on continued access to capital, management believes that the progress made in securing financing and advancing key transactions provides a strong foundation for execution. The Company remains focused on aligning capital deployment with revenue-generating initiatives and maintaining financial discipline as it scales operations. There can be no assurance that additional financing will be available on favorable terms, or at all; however, the Company believes it is well-positioned to access capital in support of its strategic objectives. If the Company is unable to obtain sufficient capital, it may be required to adjust the pace of its growth initiatives; however, management intends to prioritize capital allocation toward opportunities that enhance the Company’s revenue profile and long-term shareholder value. These conditions, along with our current lack of material revenue producing activities, and significant debt, raise substantial doubt about our ability to continue as a going concern for the next 12 months. For more information, see Note 2 - Significant Accounting Policies , Going Concern to the consolidated financial statements included herein, as well as the risk factors included in Item 1A of this Report entitled “ In July 2022, we furloughed the majority of our employees and suspended our lottery game sales operations after determining that we did not have sufficient financial sources to fund our operations or pay certain existing obligations, including our payroll and related obligations. As a result, we may not be able to continue as a going concern ” and “ [w]e need additional capital to, among other things, support and restart our operations, re-hire employees and pay our expenses. Such capital may not be available on commercially acceptable terms, if at all. If we do not receive the additional capital, we may be forced to curtail or abandon our plans to recommence our operations and we may need to permanently cease our operations. ” Convertible Debt Obligations Prior to the Closing of the Business Combination, we funded our operations through the issuance of convertible promissory 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 bore interest at 10% per year, were unsecured, and were due and payable on June 30, 2019. The Company and the noteholders executed amendments in February 2021 to extend the maturity date to December 21, 2021. From November 2019 through October 28, 2021, we issued approximately $48.2 million in aggregate principal amount of Series B convertible promissory notes. The notes bore interest at 8% per year, were unsecured, and were due and payable on dates ranging from December 2020 to December 2022. For those promissory notes that would have matured on or before December 31, 2020, the parties extended the maturity date to December 21, 2021 through amendments executed in February 2021. The amendments also allowed for automatic conversion to equity as a result of the Business Combination. Nearly all of the aforementioned promissory notes automatically converted into shares of Common Stock or were terminated pursuant to their terms, as applicable, in connection with the Closing. Those that remain outstanding do not have conversion terms that were triggered by the Closing. Immediately prior to the Closing, approximately $60.0 million of convertible debt was converted into equity of AutoLotto. As of December 31, 2025, we had $ 2,297,683 of convertible debt outstanding. A portion of this debt has matured and is theoretically in default. See “- Recent Developments- Loan Agreement with Woodford ” and “Loan Agreement with United Capital Investments London Limited” above for additional information. 64 Cash Flows Net cash used by operating activities was negative $3.43 million for the year ended December 31, 2025, compared to net cash used by operating activities of negative $1.88 million for the year ended December 31, 2024. Factors affecting changes in operating cash flows were increased legal fees and expenses for investor relations and sponsorships in 2025 as compared to 2024. Net cash used in investing activities during the year ended December 31, 2025 was $2.57 million, compared to $1.55 million for the prior year. The increase for 2025 was due to payments made during 2025 as deposits for pending acquisitions of Veloce eSports and Nook Net cash provided by financing activities was $6.27 million for the year ended December 31, 2025, compared to $3.25 million used by financing activities for the year ended December 31, 2024. The increase was primarily due to funding received under the Stock Purchase Agreement with Generating Alpha during 2025. Changes in or Adoption of Accounting Practices The following U.S. GAAP standards have been recently issued by the Financial Accounting Standards Board (the “FASB”). We are in the process of assessing the impact of these new standards on future consolidated financial statements. Pronouncements that are not applicable or where it has been determined do not have a significant impact on the Company have been excluded herein. ASU 2023-07, Segment Reporting (Topic 280) In November 2023, the FASB issued ASU 2023-07, which enhances disclosures for reportable segments, including the requirement to disclose significant segment expenses and other segment items. The amendments are effective for fiscal years beginning after December 15, 2023. The Company adopted this guidance in the current fiscal year. The adoption has not had a material impact on the Company’s consolidated financial statements but the Company is currently evaluating the impact of this standard on its future consolidated financial statements. ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740) In December 2023, the FASB issued ASU 2023-09, which enhances income tax disclosures, including additional disaggregation of the effective tax rate reconciliation and income taxes paid by jurisdiction. The amendments are effective for fiscal years beginning after December 15, 2024. The Company is currently evaluating the impact of this standard on its consolidated financial statements. ASC 606, Revenue from Contracts with Customers Between May 2014 and December 2016, the FASB issued several Accounting Standards Updates (“ASUs”)’s on ASC 606, which updates superseded nearly all previous revenue recognition guidance under U.S. GAAP. The core principle is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. A five-step process has been defined to achieve this core principle, and, in doing so, more judgment and estimates may be required within the revenue recognition process that was required under previous U.S. GAAP. The standards are effective for annual periods beginning after December 15, 2017 using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standards in each prior reporting period with the option to elect certain practical expedients; or (ii) a retrospective approach with the cumulative effect of initially adopting the standards recognized at the date of adoption (which includes additional footnote disclosures). The Company adopted these standards effective on January 1, 2018, and management concluded the adoption of this standard did not result in any financial statement impacts or changes to revenue recognition policies or processes as revenue is primarily derived from arrangements in which the transfer of control coincides with the fulfillment of performance obligations. 65 Critical Accounting Policies Our financial statements are prepared in conformity with U.S. GAAP. Certain of our accounting policies require that management apply significant judgments and estimates in defining the appropriate assumptions integral to financial estimates. Judgments are based on historical experience and other factors that we believe to be reasonable under the circumstances, such as terms of contracts, industry trends and information available from outside sources, as appropriate. However, by their nature, judgments are subject to an inherent degree of uncertainty, and therefore actual results could differ from our estimates. We have applied significant estimates and assumptions related to the following: Revenue and Cost Recognition Revenue The Company recognizes revenue in accordance with ASC 606. The core principle of ASC 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Revenues are generally recognized upon the transfer of control of promised products provided to our users, customers and subscribers, reflecting the amount of consideration we expect to receive for those products. We enter into contracts that can include various products, which are generally capable of being distinct and accounted for as separate performance obligations. Revenue is recognized net of any taxes collected from users, commercial partners and subscribers, which are subsequently remitted to governmental authorities. The revenue recognition policy is consistent for sales generated directly with users and sales generated indirectly through affiliates, other solution partners, and our commercial partners. Revenues are recognized upon the application of the following steps: 1. Identification of a contract or contracts with a user, customer or subscriber; 2. Identification of performance obligation(s) in the contract; 3. Determination of the transaction price; 4. Allocation of the transaction price to the performance obligations in the contract; and 5. Recognition of revenue when, or as, the performance obligation is satisfied. Contracts with users and customers for lottery game sales are at the point of sale and may include transfer of multiple products to a user or a customer and generally do not require future obligations. In these situations, the Company generally considers each transferred product as a separate performance obligation. The Company evaluates whether it acts as a principal or agent in these arrangements. Where the Company acts as an agent, revenue is recognized on a net basis representing the commission or fee retained. The Company also has contracts with subscribers for the continued delivery of lottery data over a defined period of time. In accounting for these contracts, the Company generally considers each set of data as a separate performance obligation and recognizes revenue on their delivery ratably over the service period of the agreement. The Company’s products are sold without a right of return or refund; the Company’s terms of service and contracts generally include specific language that disclaims any warranties. Cost of Revenue Cost of revenue consists primarily of payments to lottery providers and partners, data acquisition costs, content and media production expenses, platform and transaction processing fees, and affiliate commissions. Costs are recognized as incurred and are matched to the period in which the related revenue is recognized. Certain costs, such as revenue share arrangements, are recognized concurrently with the associated revenue. 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, in relation to the income and losses incurred by the limited liability companies, they 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. 66 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 have 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, the Company’s 2021 through 2024 tax years generally remain open for examination by the tax authorities under the normal three-year statute of limitations. For state tax purposes, the Company’s 2021 through 2024 tax years remain open for examination by the tax authorities under the normal four-year statute of limitations. Income taxes for the year ended December 31, 2025 were not a significant component of the Company’s results of operations. The Company has incurred cumulative losses and maintains a full valuation allowance against its deferred tax assets. As a result, no material income tax expense or benefit has been recognized. The Company’s accounting for income taxes reflects management’s current assessment of available information and is subject to refinement as additional analysis is completed. Any such adjustments are not expected to be material. Business combination In a business combination, substantially all identifiable assets, liabilities and contingent liabilities acquired are recorded at the date of acquisition at their respective fair values. One of the most significant areas of judgment and estimation relates to the determination of the fair value of these assets and liabilities, including the fair value of contingent consideration, if applicable. If any intangible assets are identified, depending on the type of intangible asset and the complexity of determining its fair value, an independent external valuation expert may develop the fair value, using appropriate valuation techniques, which are generally based on a forecast of the total expected future net cash flows. These valuations are linked closely to the assumptions made by our management regarding the future performance of the assets concerned and any changes in the discount rate applied. Collectability of Note Receivable The Company maintains a secured note receivable from a third party with an outstanding principal balance of $2.0 million as of December 31, 2025. The note matured during 2025 and remains outstanding. Management evaluates the collectability of this receivable in accordance with ASC 326 and exercises significant judgment in estimating expected credit losses. In performing this assessment, management considers the borrower’s financial condition, the value of the collateral securing the note, the personal guarantee provided by the borrower’s principal, the Company’s contractual enforcement rights, and other available information. Based on this evaluation, management concluded that no allowance for expected credit losses was required as of December 31, 2025. Changes in the financial condition of the borrower or guarantor, the value of the collateral, or other facts and circumstances could result in changes to this estimate in future periods. Fair value of financial assets and financial liabilities Fair value of financial assets and financial liabilities recorded in the consolidated statements of financial position, which cannot be derived from active markets, is determined using a variety of techniques including the use of valuation models. The inputs to these models are derived from observable market data where possible, but where observable market data is not available, judgment is required to establish fair values. Judgment includes, but is not limited to, consideration of model inputs such as volatility, estimated life and discount rates. Fair value of stock options and warrants We use the 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 our share price. In making these assumptions and estimates, management relies on historical market data. Estimated useful lives, depreciation of property, plant and equipment, and amortization of intangible assets Depreciation of property, plant and equipment and amortization of intangible assets is dependent upon estimates of useful lives based on management’s judgment. The assessment of any impairment of these assets is dependent upon estimates of recoverable amounts that consider factors such as economic and market conditions and the useful lives of assets. 67 Goodwill and intangible assets Goodwill and indefinite life intangible asset impairment testing require us to make estimates in the impairment testing model. On an annual basis, we test whether goodwill and indefinite life intangible assets are impaired. Impairment is influenced by judgment in defining a cash-generating unit (“CGU”) and determining the indicators of impairment, and estimates used to measure impairment losses. The recoverable amount is the greater of value in use and fair value less costs to sell. The recoverable value of goodwill, indefinite and definite long-lived assets is determined using discounted future cash flow models, which incorporate assumptions regarding projected future cash flows and capital investment, growth rates and discount rates. Deferred Tax Asset and Valuation Allowance Accounting for deferred tax assets, including those arising from tax loss carry-forwards, requires management to assess the likelihood that we will generate sufficient taxable earnings in future periods in order to utilize recognized deferred tax assets. Assumptions about the generation of future taxable profits depend on management’s estimates of future cash flows. In addition, future changes in tax laws could limit our ability to obtain tax deductions in future periods. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the Company to realize the net deferred tax assets recorded at the reporting date could be impacted. Emerging Growth Company Accounting Election Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can choose not to take advantage of the extended transition period and comply with the requirements that apply to non-emerging growth companies, and any such election to not take advantage of the extended transition period is irrevocable. We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, and have elected to take advantage of the benefits of this extended transition period. We expect to remain an emerging growth company through the end of the 2024 fiscal year and we expect to continue to take advantage of the benefits of the extended transition period. This may make it difficult or impossible to compare the financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions for emerging growth companies because of the potential differences in accounting standards used. Item 7A. Quantitative and Qualitative Disclosures About Market Risk. As a “smaller reporting company” as defined by Rule 10(f)(1) of Regulation S-K, the Company is not required to provide this information. 68 Item 8. Financial Statements and Supplementary Data. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Boladale Lawal & Co, Chartered Accountants (PCAOB ID: 6993 ) F-2 Consolidated Balance Sheets as of December 31, 2025 and 2024 F-4 Consolidated Statements of Operations and Comprehensive Loss for the Years ended December 31, 2025 and 2024 F-5 Consolidated Statements of Equity for the Years ended December 31, 2025 and 2024 F-6 Consolidated Statements of Cash Flows for the Years ended December 31, 2025 and 2024 F-7 Notes to Consolidated Financial Statements F-8 F- 1 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Sports Entertainment Gaming Global Corporation Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Sports Entertainment Gaming Global Corporation (the ‘Company’) as of December 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity/ (deficit) and cash flows for each of the two years in the period ended December 31, 2025 and 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025 and 2024, in conformity with accounting principles generally accepted in the United States of America. Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2, the Company suffered an accumulated deficit of $(284,007,361), net loss of $(20,805,067) and a negative working capital of $(19,019,072). The Company is dependent on obtaining additional working capital funding from the sale of equity and/or debt securities to execute its plans and continue operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. Communication of critical audit matters does not alter in any way our opinion on the financial statements taken as a whole and we are not, by communicating the critical audit matters, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate. F- 2 Valuation of asset acquisition. Description of the Matter As discussed in Note 3 to the financial statements, on July 23, 2025 the Company acquired a 51% interest in the assets of DotCom Ventures Inc., through a share purchase agreement whereby the company issued 1,700,000 shares of its common stock valued at $3 per share prior to the August 2025 reverse stock split. The acquisition consists primarily of the Concerts.com and TicketStub.com domain names and certain related technology assets . The Company evaluated the transaction under the applicable accounting guidance and concluded that the acquired set of assets did not meet the definition of a business acquisition 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 has been accounted for as an asset acquisition, with the purchase price allocated to the acquired assets based on their relative fair values We identified the valuation of the asset and the adequacy of the accounting treatment applied by management as a critical audit matter because this required a higher degree of auditor’s judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of management’s assumptions. The primary procedures we performed to address this critical audit matter included: ■ We reviewed and challenged the reasonableness of key management assumptions used in the estimate. ■ We reviewed the report of the independent valuation firm that performed the valuation of the intangible assets. ■ We evaluated whether the relative fair value allocation was consistent with observable market data and industry benchmarks. ■ We assessed the suitability of the market approach and Auction discount table used by the valuation specialist. ■ We obtained and reviewed the executed stock purchase agreements provided by management ■ We assessed whether management’s disclosures in Note 3 adequately described the basis for accounting as an asset acquisition rather than a business combination. ■ We re-performed the Screen test and framework evaluation of ASC 805 criteria to assess the appropriateness of the accounting treatment applied by management. ■ We performed data integrity procedures, including testing the accuracy of selected journal entries by agreeing them to approved supporting documentation. Accounting for Material Prepaid Advertising Credits Description of the Matter The Company recorded a material prepaid asset related to advertising credits received from third-party vendors in exchange for the Company’s issuance of shares approximately seven years ago. As of December 31, 2025, the prepaid asset remains substantially unutilized, with only approximately 55% amortized through the income statement to date. The remaining balance continues to be carried as a prepaid asset. Auditing this balance was especially challenging due to the nature of the transaction (a non-cash exchange), the long duration of inactivity, and the lack of direct confirmation from the third-party vendors. While the Company provided internal documentation, including historical agreements, email correspondence, and written representations from management, the audit team exercised significant judgment in evaluating the recoverability of the asset and whether sufficient appropriate audit evidence existed to support its continued recognition. Our procedures included, among others: ■ We obtained and reviewed the original transactions documentation and correspondence between the parties. ■ We considered the guidance under ASC 340 (Other Assets and Deferred Costs) in evaluating whether continued recognition of the prepaid balance was appropriate. ■ We evaluated the consistency of management’s position, reviewed legal representations and opinions regarding enforceability. ■ We assessed whether management’s representations were corroborated by external evidence, including legal opinions on enforceability of the advertising agreements. ■ We considered whether the asset remained probable of being realized in future periods. ■ We considered whether partial impairment was necessary to reflect recoverability risk, and whether disclosure in Note 6 adequately described the uncertainty. ■ We proposed an additional allowance of 30% to the income statement which is included in the approximately 55% described above. ■ We reviewed the journal entry posting, recalculated the prepayment amortization schedule and remaining credit balance on the advertising agreements ■ We evaluated whether the Company’s disclosures in Note 6 met SEC Regulation S-X and PCAOB requirements related to this prepaid balance. /S/ Boladale Lawal BOLADALE LAWAL & CO. (Chartered Accountants) (PCAOB ID 6993) Lagos, Nigeria We have served as the Company’s auditor since 2024. July 9, 2026 F- 3 SPORTS ENTERTAINMENT GAMING GLOBAL CORPORATION CONSOLIDATED BALANCE SHEETS December 31, 2025 December 31, 2024 ASSETS Current assets: Cash $ 171,524 $ 68,035 Restricted cash - - Accounts receivable 231,259 494,129 Prepaid expenses 8,634,275 14,449,333 Other current assets 3,843,228 880,961 Total current assets 12,880,286 15,892,458 Notes receivable 2,000,000 2,250,000 Investments 250,000 250,000 Goodwill 9,061,675 9,061,675 Intangible assets, net 14,648,458 12,569,165 Property and equipment, net 1,095 12,124 Other long-term assets 16,818,711 12,906,849 Total assets $ 55,660,225 $ 52,942,271 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Trade payables $ 8,556,029 $ 8,241,311 Deferred revenue 21,990 250,000 Notes payable - current 6,186,163 6,110,777 Accrued interest 1,557,032 1,218,864 Accrued and other expenses 13,512,607 12,161,311 Other liabilities 2,065,537 2,415,179 Total current liabilities 31,899,358 30,397,442 Long-term liabilities: Other long-term liabilities - - Total long-term liabilities - - Commitments and contingencies (Note 13) - - Total liabilities 31,899,358 30,397,442 Stockholders’ Equity Preferred Stock, par value $ 0.001 , 1,000,000 shares authorized, none issued and outstanding - - Common stock, par value $ 0.001 , 500,000,000 shares authorized, 6,880,287 and 1,832,685 issued and outstanding as of December 31, 2025 and December 31, 2024, respectively 6,880 1,833 Additional paid-in capital 307,012,770 283,929,927 Accumulated other comprehensive loss 264,768 16,880 Accumulated deficit ( 284,007,361 ) ( 263,468,728 ) Total SEGG Media stockholders’ equity 23,277,057 20,479,912 Noncontrolling interest 483,810 2,064,917 Total Stockholders Equity 23,760,867 22,544,829 Total liabilities and stockholders’ equity $ 55,660,225 $ 52,942,271 The accompanying notes are an integral part of these restated consolidated financial statements. F- 4 SPORTS ENTERTAINMENT GAMING GLOBAL CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS Years Ended December 31, 2025 2024 Revenue $ 559,590 $ 958,645 Cost of revenue 774,823 320,869 Gross profit (loss) ( 215,233 ) 637,776 Operating expenses: Personnel costs 2,469,812 4,761,186 Professional fees 6,637,644 5,436,831 General and administrative 4,306,273 3,688,547 Depreciation and amortization 4,238,921 5,020,647 Total operating expenses 17,652,650 18,907,211 Loss from operations ( 17,867,883 ) ( 18,269,435 ) Other expenses Interest expense 217,905 508,563 Other expense 1,248,967 968,903 Other income ( 4,234,581 ) ( 107,143 ) Reserve allowance for prepaid advertising credits 5,688,078 4,745,000 Loss on impairment of intangibles & goodwill - 4,298,002 Total other expenses, net 2,920,369 10,413,325 Net loss before income tax ( 20,788,252 ) ( 28,682,760 ) Income tax expense (benefit) 16,815 26,315 Net loss ( 20,805,067 ) ( 28,709,075 ) Other comprehensive loss Foreign currency translation adjustment, net 280,490 317,424 Comprehensive loss ( 20,524,577 ) ( 28,391,651 ) Net income (loss) attributable to noncontrolling interest 220,969 170,046 Net loss attributable to SEGG Media $ ( 20,303,608 ) $ ( 28,221,605 ) Net loss per common share Basic and diluted $ ( 5.78 ) $ ( 19.63 ) Weighted average common shares outstanding Basic and diluted recheck WA shares 3,515,444 1,437,534 The accompanying notes are an integral part of these restated consolidated financial statements. F- 5 SPORTS ENTERTAINMENT GAMING GLOBAL CORPORATION CONSOLIDATED STATEMENTS OF EQUITY FOR THE YEAR ENDING DECEMBER 31, 2025 and 2024 Shares Amount Capital Deficit Income Equity Interest Equity Common Stock Additional Paid-In Accumulated Accumulated Other Comprehensive Total AutoLotto Inc. Stockholders’ Noncontrolling Total Stockholders’ Shares Amount Capital Deficit Income Equity Interest Equity Balance as of December 31, 2023 287,705 288 269,693,158 ( 235,132,590 ) ( 91,667 ) 34,469,189 2,120,176 36,589,618 Stock based compensation 183,929 184 1,686,465 1,686,649 1,686,649 Stock issued for Acquisition of Subsidiary 9,848 10 90,297 90,307 90,307 Stock issued to convert debt to equity 274,020 274 2,512,519 2,512,519 2,512,793 Warrants to retire debt 70,671 70,671 70,761 Exercise of Stock Options 4,872 5 44,672 44,677 44,677 Stock issued for Commitment fee, Stock Purchase Agreement 51,266 51 470,064 470,116 470,116 Stock issued in lieu of cash 1,021,046 1,021 9,362,081 9,363,102 9,363,102 Other comprehensive loss Net loss - - ( 28,221,605 ) - ( 28,221,605 ) ( 170,046 ) ( 28,391,651 ) Balance as of December 31, 2024 1,832,686 $ 1,833 $ 283,929,927 $ ( 263,468,728 ) 16,880 $ 20,479,912 $ 2,064,917 $ 22,544,829 Balance 1,832,686 $ 1,833 $ 283,929,927 $ ( 263,468,728 ) 16,880 $ 20,479,912 $ 2,064,917 $ 22,544,829 Stock issued for asset acquisition 170,000 170 6,010,707 6,010,877 6,010,877 Conversion of debt to equity 672,553 673 3,649,565 3,650,238 3,650,238 Stock issued under Stock Purchase Agreement 1,495,118 1,495 2,945,632 2,947,127 2,947,127 Stock issued in lieu of cash 2,709,931 2,709 9,726,937 9,729,646 9,729,646 Stock issued for Commitment fee, Stock Purchase Agreement 750,003 750,003 750,003 Prior period adjustment ( 235,025 ) ( 235,025 ) ( 1,360,138 ) ( 1,595,163 ) Other comprehensive loss 247,888 247,888 247,888 Net loss - - ( 20,303,608 ) - ( 20,303,608 ) ( 220,969 ) ( 20,524,577 ) Balance as of December 31, 2025 6,880,288 6,880 307,012,770 ( 284,007,361 ) 264,768 23,277,057 483,810 23,760,867 Balance 6,880,288 6,880 307,012,770 ( 284,007,361 ) 264,768 23,277,057 483,810 23,760,867 The accompanying notes are an integral part of these restated consolidated financial statements. F- 6 SPORTS ENTERTAINMENT GAMING GLOBAL CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS 2025 2024 Years Ended December 31, 2025 2024 Cash flow from operating activities Net loss attributable to SEGG Media $ ( 20,303,608 ) $ ( 28,221,605 ) Adjustments to reconcile net loss to net cash used in operating activities: Net income (loss) attributable to noncontrolling interest 220,969 170,045 Depreciation and amortization 4,523,487 5,020,647 Stock based compensation expense - 1,640,274 Stock issued in lieu of cash payments 9,746,138 9,352,892 Stock issued for commitment fee, stock purchase agreement 750,003 469,602 Warrants issued to retire debt - 70,671 Loss on impairment of goodwill and intangibles - 4,298,002 Changes in assets & liabilities: Accounts receivable 262,870 ( 438,543 ) Prepaid expenses 5,815,058 4,570,826 Other current assets ( 121,838 ) ( 250,000 ) Other long term assets ( 3,911,862 ) 26,671 Trade payables 314,718 ( 191,780 ) Deferred revenue ( 228,010 ) ( 107,143 ) Accrued and other expenses 1,351,296 461,604 Other liabilities ( 1,849,642 ) 543,508 Liability for acquisition of subsidiary - 704,560 Net cash used by operating activities ( 3,430,421 ) ( 1,879,769 ) Cash flow from investing activities Payments made as deposits for acquisitions ( 2,816,849 ) - Investment in subsidiaries, net - ( 1,549,184 ) Proceeds from collection of note receivable 250,000 - Net cash used in investing activities ( 2,566,849 ) ( 1,549,184 ) Cash flow from financing activities Accrued Interest 338,168 359,989 Proceeds (Payments) from stock purchase agreement 2,947,127 - Proceeds (Payments) from loans from execs and key consultants - 375,667 Proceeds (Payments) from convertible notes payable 2,986,707 2,510,053 Net cash provided by financing activities 6,272,002 3,245,709 Effect of exchange rate changes on cash ( 171,243 ) ( 108,547 ) Net change in net cash and restricted cash 103,489 ( 291,791 ) Cash and restricted cash at beginning of period 68,035 359,826 Cash and restricted cash at end of period $ 171,524 $ 68,035 Supplemental Disclosure of Cash Flow Information: Interest paid in cash $ - $ - Franchise taxes paid in cash $ 381,842 $ - Supplemental non-cash Operating, Investing, and Financing activities: Common stock issued for investing and financing activities $ 6,010,877 $ 10,621,823 Common stock issued from conversion of convertible debt $ 3,650,407 $ 2,512,793 Payments made via issuance of common stock in lieu of cash $ 9,729,646 $ 9,363,102 The accompanying notes are an integral part of these restated consolidated financial statements. F- 7 SPORTS ENTERTAINMENT GAMING GLOBAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1. Nature of Operations Description of Business During fiscal year 2025 and into fiscal year 2026, the Company has transitioned from a period of operational disruption and restructuring to a renewed focus on execution, revenue generation, and scalable growth. The Company ’s strategy is centered on the development and monetization of a multi-vertical platform at the intersection of sports, entertainment, and gaming, supported by targeted acquisitions, proprietary technology, and international expansion initiatives. Sports Entertainment Gaming Global Corporation (formerly Lottery.com Inc., and prior to that Trident Acquisitions Corp.) is a Delaware corporation formed on March 17, 2016. On October 29, 2021, the Company consummated a business combination with AutoLotto, Inc. (“AutoLotto”), which became its primary operating subsidiary. In January 2026, the Company changed its name to Sports Entertainment Gaming Global Corporation to reflect its transition to a diversified, technology-enabled platform operating at the intersection of sports, entertainment, and gaming. SEGG’s strategy is focused on building and monetizing a portfolio of digital platforms, media assets, and operating businesses through disciplined capital allocation, targeted acquisitions, and scalable technology infrastructure. Operational History and Transformation In July 2022, the Company ceased substantially all operations due to liquidity constraints (the “Operational Cessation”). Since that time, the Company has executed a structured turnaround, including leadership changes, financial remediation, and the re-establishment of core operations. Beginning in 2023 and accelerating through 2024 and 2025, the Company transitioned from restructuring to execution, with a focus on revenue generation, capital discipline, and platform expansion. The Company has prioritized initiatives that are either revenue-generating or have a clear path to near-term monetization. Media and Content Platforms The Company’s primary growth engine is its sports media platform, including Sports.com. Launched in 2024, Sports.com is designed to deliver global sports content, live event streaming, and audience engagement at scale. The acquisition of Sports.com Media provided a foundation for the continued development and monetization of Sports.com, including opportunities across advertising, sponsorship, content distribution, and strategic partnerships. The Company has begun expanding its international footprint through live event streaming and targeted market entry initiatives. The Company’s broader media strategy also includes the development and monetization of entertainment-focused digital assets, including Concerts.com, which is intended to expand the Company’s reach into live entertainment, music content, and related experiences. These initiatives are designed to complement the Company’s sports media platform by increasing total addressable audience, diversifying content offerings, and creating additional monetization opportunities across advertising, sponsorship, and ticketing-related services. While these platforms are in earlier stages of development relative to Sports.com, management believes they represent a natural extension of the Company’s integrated media and engagement strategy. Lottery and Gaming Services The Company continues to operate its legacy lottery and gaming platform, which enables the remote purchase of legally sanctioned lottery games in permitted jurisdictions. While this segment remains operational, it is no longer the primary driver of the Company’s growth strategy. The current offering is a B2C Platform providing direct-to-consumer lottery services via mobile and web applications in Mexico. Data, Technology and Digital Services The Company delivers proprietary data and technology solutions, including data feeds, live and curated sports content, analytics, and API-driven services. These capabilities support both internal platforms and third-party customers under contractual arrangements. The Company’s technology stack is a core asset that enables scalability across its media, gaming, and data-driven initiatives. Strategic Acquisitions The Company’s growth strategy is supported by a disciplined acquisition program focused on assets that: ● Generate or are expected to generate near-term revenue; ● Expand audience reach and engagement; ● Strengthen the Company’s technology and content capabilities; and ● Enhance overall enterprise value. The Company prioritizes transactions that can be funded through existing capital resources or that are expected to improve the balance sheet and reduce reliance on dilutive financing. Revenue and Market Opportunity The Company’s revenue model is derived from a combination of transactional sales of gaming and event tickets, subscriptions, data licensing, advertising, sponsorship, and content monetization streams across its platforms. Management believes that the Company’s integrated model positions it to participate in large and growing global markets, including digital sports media, gaming, and data services. The Company’s strategy is to leverage its platforms and acquisitions to aggregate audiences and increase engagement, which in turn supports the expansion of monetization opportunities across multiple revenue channels. As the Company scales its audience reach and platform capabilities, it expects to enhance revenue per user and expand margins through increased operating leverage, cross-platform integration, and the introduction of additional monetization features. The Company’s ability to execute on this strategy will depend on a number of factors, including successful integration of acquisitions, continued platform development, regulatory conditions, and overall market adoption. F- 8 Regulatory Environment The Company operates in regulated industries, particularly within lottery and gaming, and is subject to applicable laws in each jurisdiction in which it operates. In addition, the Company is subject to regulations relating to data privacy, consumer protection, digital content, and information security. Forward Strategy The Company is focused on scaling its platform through: ● Expansion of its sports media and content ecosystem; ● Monetization of audience and engagement across digital channels; ● Continued execution of targeted, revenue-focused acquisitions; and ● Strategic expansion into international markets. Management believes that the combination of media, gaming, and data-driven capabilities positions the Company to capture opportunities across large and growing global markets Note 2. Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“ GAAP ”) and include the accounts of the Company and its wholly owned operating subsidiaries. Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ ASC ”) and Accounting Standards Update (“ ASU ”) of the Financial Accounting Standards Board (“ FASB ”). All intercompany accounts and transactions have been eliminated in consolidation. 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 connection with the Company’s 2022 Operational Cessation, the Company has experienced recurring net losses and negative cash flows from operations and has on a consolidated basis an accumulated deficit of approximately $ 284 million and working capital of approximately negative $ 19.0 million on December 31, 2025. For the year ending December 31, 2025, the Company sustained a net loss of $ 20.8 million. The Company sustained a loss from operations of $ 17.9 million and $ 18.3 million for the years ending December 31, 2025 and 2024, respectively. Subsequently, the Company sustained additional operating losses and anticipates additional operating losses for the next twelve months. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. 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. Although Management believes that it will be able to