SEGG Sports Entertainment Gaming Global Corp

“Amortization expense related to intangible assets of Global Gaming was approximately $ 138 ,000 lower due to the error correction and restatement described in Note 3.”

“Subsequent to March 31, 2026, the Company became delinquent in filing certain periodic reports with the SEC.”

“The Company also completed work necessary to determine amounts and prepare for restatement of previously issued financial statements as announced in an 8-K filed on October 8, 2026.”

“The Company continues to implement remediation steps to address previously identified material weaknesses in internal control over financial reporting.”

“the Company s Audit Committee, in consultation with Company s management and its independent registered public accounting firm, has concluded that the Company s previously issued financial statements require certain corrections to address the Legacy Transactions.”

“As part of correcting the errors and restating financial statements as described elsewhere in this report, no Goodwill has been recognized on the Global Gaming acquisition.”

“The Company alleges that the Legacy Transactions (and original financial reporting thereof) were directly caused by intentional and unlawful acts committed by Komissarov , and reflected either a continuation of the material weaknesses in internal control over financial reporting previously disclosed by the Company or represented evidence of additional material weakness specific to the pre-and early post-business-combination period.”

“its Annual Report on Form 10-K for the year ended December 31, 2022, and its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022, June 30, 2022, and September 30, 2022 (collectively, the Affected Reports ) should no longer be relied upon and require restatement”

“As referenced in the Explanatory Note ( supra) and further described in Note 3 ( infra) of this Report , the Company has identified errors in previously issued financial statements relating to certain historical transactions (referred to herein as Legacy Transactions) that predate the Company s October 2021 business combination.”

“As described in Note 3, the comparative prior-period amounts presented in these condensed consolidated financial statements reflect the correction of the errors described in Note 3 and may differ from amounts previously reported for the same periods.”

“(collectively, the Affected Reports ) should no longer be relied upon and require restatement, and that its financial statements for the years ended December 31, 2023, December 31, 2024, and December 31, 2025, and the interim periods within those years (collectively, the Correction Periods ), require correction but were not rendered unreliable despite the corrections needed.”

“our ability to remediate material weaknesses in our internal control over financial reporting; our ability to regain compliance with Nasdaq listing standards and our SEC reporting obligations;”

“Namely, the Company s previously filed annual financial statements for the years ended December 31, 2023, December 31, 2024, and December 31, 2025, along with the quarterly financial statements for those periods (collectively, the Correction Periods ) shall be corrected to reflect the New Information gained”

“The Company has determined that its previously filed annual financial statements for the years ended December 31, 2021, and December 31, 2022, along with the financial statements for the quarters ended March 31, 2022, June 30, 2022, and September 30, 2022, (collectively, the Affected Reports ) should no longer be relied upon and must be restated.”

“Management continues to implement the remediation activities described in the Company s Annual Report on Form 10-K for the year ended December 31, 2025. Although remediation efforts remain ongoing, the previously identified material weaknesses have not been fully remediated.”

“As described in Note 3 to the condensed consolidated financial statements included in this Report, we have determined that the Affected Reports should no longer be relied upon and require restatement, and that our financial statements for the Correction Periods require correction of identified errors.”

“in light of the material weaknesses described below, including the matter described under Restatement-Related Matter below and in Note 3 to the condensed consolidated financial statements included in this Report”

“and (iv) incomplete segregation of duties across certain transaction cycles and processes”

“(iii) challenges in the timely completion of the financial close process, and (iv)”

“(ii) deficiencies in the design and operating effectiveness of policies and procedures related to the review, supervision, and monitoring of the Company s accounting and financial reporting functions”

“(i) an insufficient number of personnel with appropriate technical accounting expertise to account for complex or non-routine transactions”

“our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of June 30, 2026.”

“The Company also completed work necessary to determine amounts and prepare for restatement of previously issued financial statements as announced in an 8-K filed on October 8, 2026.”

“Management believes these errors reflect a continuation of the Company s previously disclosed material weaknesses or evidence of additional material weakness specific to the pre-business-combination period.”

“As such, the Annual Report on Form 10-K/A for the year ended December 31, 2021, its Annual Report on Form 10-K for the year ended December 31, 2022, and its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022, June 30, 2022, and September 30, 2022 (collectively, the Affected Reports ) should no longer be relied upon and require restatement”

“ing the errors and restating financial statements as described elsewhere in this report, no Goodwill has been recognized on the Global Gaming acquisition.”

“reflected either a continuation of the material weaknesses in internal control over financial reporting previously disclosed by the Company or represented evidence of additional material weakness specific to the pre-and early post-business-combination period.”

“and its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022, June 30, 2022, and September 30, 2022 (collectively, the Affected Reports ) should no longer be relied upon and require restatement;”

“As referenced in the Explanatory Note (supra) and further described in Note 3 (infra) of this Report, the Company has identified errors in previously issued financial statements relating to certain historical transactions (referred to herein as Legacy Transactions) that predate the Company s October 2021 business combination.”

“As described in Note 3, the comparative prior-period amounts presented in these condensed consolidated financial statements reflect the correction of the errors described in Note 3 and may differ from amounts previously reported for the same periods.”

“the Annual Report on Form 10-K/A for the year ended December 31, 2021, its Annual Report on Form 10-K for the year ended December 31, 2022, and its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022, June 30, 2022, and September 30, 2022 (collectively, the Affected Reports ) should no longer be relied upon and require restatement”