ACQUISITIONS (Tables)
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3 Months Ended |
Mar. 31, 2026 |
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| ACQUISITIONS |
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| Schedule of additional cash and stock consideration |
| | EUR | | | USD | | Purchase Price | | | | | | | Cash consideration for 100% of issued share capital | | € | 392,250 | | | $ | 459,756 | | Total Purchase Price | | € | 392,250 | | | $ | 459,756 | | | | | | | | | | | Allocation to Tangible Assets (Net) | | | | | | | | | Property, plant & equipment, net | | € | 171,376 | | | $ | 200,870 | | Net working capital | | € | (136,839 | ) | | $ | (160,388 | ) | Long-term liability | | € | (264,783 | ) | | $ | (310,352 | ) | Total net tangible assets | | € | (230,246 | ) | | $ | (269,870 | ) | | | | | | | | | | Allocation to Intangible Assets | | | | | | | | | Gaming license | | € | 75,000 | | | $ | 87,908 | | Customer relationships | | € | 134,235 | | | $ | 157,337 | | Trade names and trademarks | | € | 91,292 | | | $ | 107,003 | | Total identified intangible assets | | € | 300,527 | | | $ | 352,248 | | | | | | | | | | | Goodwill | | € | 321,969 | | | $ | 377,379 | | | | | | | | | | | Total assets allocated | | € | 392,250 | | | $ | 459,756 | |
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| Schedule of purchase price and the assets acquired, and liabilities assumed |
Definite-lived intangible assets | | As of March 31, 2026 | | | As of December 31, 2025 | | Intangible construction in process | | $ | 11,108,889 | | | $ | 10,702,638 | | Licenses | | | 4,527,453 | | | | 4,232,431 | | Software | | | 19,347,029 | | | | 19,742,103 | | Trademarks and tradenames | | | 270,664 | | | | 12,240,138 | | Developed technology | | | - | | | | 3,100,000 | | Customer relationships | | | 157,337 | | | | 17,963,384 | | Non-compete agreement | | | - | | | | 296,814 | | Other intangible assets | | | 3,979,090 | | | | 3,887,442 | | Gross intangible assets | | | 39,390,462 | | | | 72,164,950 | | Less: accumulated impairment and amortization | | | | | | | | | Licenses amortization | | | (1,859,553 | ) | | | (1,582,137 | ) | Software amortization | | | (8,961,705 | ) | | | (8,563,000 | ) | Trademarks and tradenames amortization | | | (60,007 | ) | | | (12,122,964 | ) | Developed technology | | | - | | | | (3,100,000 | ) | Customer relationships | | | (7,867 | ) | | | (17,963,384 | ) | Non-compete agreement | | | - | | | | (296,814 | ) | Other intangible assets amortization | | | (2,274,636 | ) | | | (2,072,685 | ) | Total accumulated impairment and amortization | | | (13,163,768 | ) | | | (45,700,984 | ) | Net definite-lived intangible assets | | $ | 26,226,694 | | | $ | 26,463,965 | |
Year Ending December 31, | | Estimated Amortization | | 2026 | | | 7,618,362 | | 2027 | | | 5,198,336 | | 2028 | | | 4,939,858 | | 2029 | | | 4,300,826 | | 2030 | | | 3,023,810 | | Thereafter | | | 1,145,502 | | Total future amortization | | | 26,226,694 | |
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| Schedule of pro forma financial information |
Calculation of Purchase Price and Preliminary Estimated Purchase Price Allocation | | | | | Purchase price buildup | | Amount | | Fair value of 67,532 restricted shares at $25.02 per share | | $ | 1,689,663 | | Closing cash consideration of AUD $6,780,000 based on the Exchange Rate on August 1, 2024 | | $ | 4,430,053 | | A cash payment of AUD $33,808 representing 80% of the agreed value of the net assets of Classics on the effective date of August 1, 2024 | | $ | 22,090 | | Fair value of Holdback Cash consideration of AUD $500,000 | | $ | 326,700 | | Fair value of 8,416 Earnout shares at $12.12 per share (Share price on October 28, 2025) | | $ | 102,006 | | Earnout Cash of AUD $910,000 based on Exchange rate on October 28, 2025 | | $ | 597,324 | | Purchase price | | $ | 7,167,836 | | Fair value of non-controlling interest | | | 1,422,000 | | Equity value | | $ | 8,589,836 | | Add: Current liabilities | | | 1,693,838 | | Add: Deferred tax liabilities | | | 948,020 | | Total equity and liabilities | | $ | 11,231,694 | | | | | | | Allocation to assets | | | | | Cash and cash equivalents | | $ | 325,971 | | Prepaid expenses | | | 80,586 | | Inventory, prizes | | | 510,299 | | Accounts receivable | | | 5,533 | | Property, Plant & Equipment, net | | | 98,498 | | Total tangible assets | | $ | 1,020,887 | | | | | | | Intangible assets | | | | | In-house Software | | $ | 10,068 | | Trade Names and Trademarks | | | 2,320,000 | | Non‐Compete Agreements | | | 280,000 | | Customer Relationships | | | 550,000 | | Total intangible assets | | $ | 3,160,068 | | | | | | | Goodwill | | | 7,050,739 | | Total assets allocated | | $ | 11,231,694 | |
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