Exhibit 99.1

 

SPORTS ENTERTAINMENT GAMING GLOBAL CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

On February 17, 2026, Sports Entertainment Gaming Global Corporation (the “Company” or “SEGG”) completed its acquisition of a controlling interest in Veloce Esports Limited (“Veloce”), a private company incorporated in England and Wales (“Veloce”). Upon completion of the acquisition, the Company owned 67.73% of Veloce. The Company made an offer to certain remaining shareholders of Veloce. Accordingly, it may be possible for the Company to acquire additional interest in Veloce resulting in a higher percentage ownership in Veloce held by the Company after the date of this Amendment.

 

The following unaudited pro forma condensed combined financial statements have been prepared to provide information about the continuing impact of the acquisition by showing how the acquisition might have affected the Company’s historical financial statements, illustrating the scope of the change in the Company’s financial position and results of operations. These unaudited pro forma condensed combined financial statements are derived from the historical consolidated unaudited financial statements of the Company and Veloce. These financial statements have been adjusted, as described in the notes, to the unaudited pro forma condensed combined financial statements.

 

The unaudited pro forma condensed combined balance sheet combines the historical consolidated balance sheets of the Company and Veloce, and has been prepared assuming the acquisition closed on December 31, 2025, and includes preliminary adjustments to reflect the events that are directly attributable to the acquisition and factually supportable. In addition, the unaudited pro forma condensed combined statement of operations combines the historical consolidated statements of operations of the Company and Veloce and has also been adjusted to give effect to pro forma events that are directly attributable to the acquisition, factually supportable and expected to have a continuing impact on the combined results. The unaudited pro forma combined statement of operations has been prepared assuming the acquisition closed on January 1, 2025.

 

The Company has prepared the unaudited pro forma combined condensed financial statements based on available information using assumptions that it believes are reasonable. These pro forma financial statements are being provided for informational purposes only and do not claim to represent the Company’s actual financial position or results of operations had the acquisition occurred on the date specified nor do they project the Company’s results of operations or financial position for any future period or date. The actual results to be reported by the Company in periods following the acquisition may differ significantly from these unaudited pro forma combined condensed financial statements for a number of reasons. The pro forma financial statements do not account for the cost of any restructuring activities or synergies resulting from the acquisition or other costs relating to the integration of the two companies, or other historical acquisitions that were undertaken by the Company.

 

The unaudited pro forma combined condensed financial statements were prepared using the acquisition method of accounting as outlined in Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 805, Business Combinations, with the Company considered the acquiring entity. Based on the acquisition method of accounting, the consideration paid for Veloce is allocated to its assets and liabilities based on their fair value as of the date of the completion of the acquisition. The purchase price allocation and valuation is based on preliminary estimates, subject to final adjustments and provided for informational purposes only.

 

These unaudited pro forma combined condensed financial statements should be read in conjunction with the Company’s historical consolidated financial statements and accompanying notes to be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and the historical financial statements of Veloce for the year ended December 31, 2025 contained in this Form 8-K/A.

 

 
 

 

   Historical SEGG  

Historical

Veloce

   Pro Forma Adjustments   Pro Forma 
ASSETS                    
Current assets:                    
Cash  $171,524   $115,564        $287,288 
Accounts receivable   677,274    1,620,350         2,297,624 
Prepaid expenses   14,322,353    351,807         14,674,160 
Inventory   -    155,059         155,059 
Other current assets   3,806,148    415,152    (1,783,562) [1]   2,437,739 
Total current assets   18,977,299    2,658,133    (1,783,562)   19,851,870 
                     
Notes receivable   2,000,000    -         2,000,000 
Investments   250,000    13,377         263,377 
Goodwill   9,061,675    11,867,834    41,257,101 [2]   62,186,609 
Intangible assets, net   19,270,680    1,248,908    13,752,367 [3]   34,271,955 
Property and equipment, net   1,061    213,139         214,200 
Other long-term assets   12,844,686    -         12,884,686 
Total assets  $62,445,401   $16,001,391    53,225,906 [2,3]  $131,672,698 
                     
LIABILITIES AND STOCKHOLDERS’ EQUITY                    
                     
Current liabilities:                    
Trade payables  $8,550,282   $2,810,877        $11,361,159 
Deferred revenue   142,857    73,519         216,376 
Notes payable - current   6,013,711    -         6,013,711 
Accrued interest   1,557,032    -         1,557,032 
Accrued and other expenses   13,745,949    616,141         14,362,090 
Other liabilities   2,065,537    2,596,424    12,865,198 [4]   17,527,159 
Total current liabilities   32,075,368    6,096,961    12,865,198    51,037,527 
                     
Long-term liabilities:                    
Convertible debt, net - noncurrent   -    -         - 
Other long-term liabilities   -    3,525,709         3,525,709 
Total long-term liabilities        3,525,709         3,525,709 
Commitments and contingencies    -    -         - 
Total liabilities   32,075,368    9,622,670    12,865,198    54,563,236 
                     
Equity                    
                     
Common stock   6,834    20,515,515    2,465    9,299 
Additional paid-in capital   307,012,816    -    20,548,274 [5]   348,076,606 
Accumulated other comprehensive loss   184,483    -         184,483 
Accumulated deficit   (282,301,830)   (13,686,160)      (295,987,990)
Total Lottery.com Inc. stockholders’ equity   24,902,303    6,829,355    20,550,740 [6]   52,282,398 
Noncontrolling interest   5,467,730    (450,635)   19,809,968 [7]   24,827,063 
Total Equity   30,370,033    6,378,721    40,360,708 [6,7]   77,109,461 
                     
Total liabilities and stockholders’ equity  $62,445,401   $16,001,391    53,225,906  [5,6,7]  $131,672,698 

 

See notes to unaudited pro forma condensed combined financial statements.

 

 
 

 

SPORTS ENTERTAINMENT GAMING GLOBAL CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

 

  

Historical

SEGG

  

Historical

Veloce

   Pro Forma Adjustments   Pro Forma 
                 
Revenue  $688,723    9,651,482             $10,340,205 
Cost of revenue   774,823    5,260,452         6,035,275 
Gross (loss) profit   (86,100)   4,391,031         4,304,931 
                     
Operating expenses:                    
Personnel costs   2,486,928    2,196,525         4,683,453 
Professional fees   6,721,896    684,021         7,405,917 
General and administrative   4,298,704    777,780         5,076,484 
Depreciation and amortization   4,516,733    385,793         4,902,506 
Total operating expenses   18,024,261    4,044,118         22,068,379 
Loss (income) from operations   (18,110,361)   346,912         (17,763,449)
                     
Other expenses                    
Interest expense   243,225    425,185         668,410 
Other expense (income)   780,251    (1,077,341)        (297,090)
Total other expenses, net   1,023,476    (652,156)        371,320 
Net loss before income tax   (19,133,837)   995,877         (18,137,160)
Income tax expense (benefit)   16,815    -         16,815 
Net (loss) income    (19,150,652)   995,877         (18,154,755)
                     
Other comprehensive loss                    
Foreign currency translation adjustment, net   272,897    -         272,897 
Comprehensive loss (income)   (18,877,755)   995,877         (17,881,878)
                     
Net (loss) income attributable to noncontrolling interest   (279,678)   432,041         152,363 
Net loss (income) attributable to SEGG   $(18,598,077)   567,027        $(18,031,050)

 

See notes to unaudited pro forma condensed combined financial statements.

 

 
 

 

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

1. Basis of Presentation

 

The unaudited pro forma condensed combined balance sheet as of December 31, 2025 combines the historical consolidated balance sheets of the Company and Veloce and has been prepared as if the acquisition had occurred on December 31, 2025. The unaudited pro forma combined statement of operations for the year ended December 31, 2025 combines the historical consolidated statement of operations of the Company and Veloce and has been prepared has been prepared as if the acquisition closed on January 1, 2025. The acquisition by Veloce of a majority stake in Quadrant (“Quadrant”), the creator-led motorsport and lifestyle brand co-founded by F1 driver and 2025 World Champion Lando Norris, took place on July 11, 2025. Accordingly, results of operations for historical Veloce only include results of operations for Quadrant from July 11 to December 31, 2025 and not for the full year. The historical Balance Sheet for Veloce includes all assets and liabilities of Quadrant as of December 31, 2025. The unaudited pro forma condensed combined financial statements have also been adjusted to give effect to pro forma events that are directly attributable to the acquisition, factually supportable and expected to have a continuing impact on the combined results.

 

The acquisition was accounted for under the acquisition method of accounting in accordance with ASC 805, Business Combinations. Under the acquisition method, the total estimated purchase price, or consideration transferred, is measured at the acquisition closing date. The assets of Veloce have been measured based on various preliminary estimates using assumptions that the Company’s management believes are reasonable utilizing information currently available.

 

The process for estimating the fair values of identifiable intangible assets and certain tangible assets requires the use of significant estimates and assumptions, including estimating future cash flows and developing appropriate discount rates. The excess of the purchase price over the estimated amounts of identifiable assets of Veloce as of the effective date of the acquisition was allocated to goodwill in accordance with the accounting guidance. The purchase accounting is subject to finalization of the Company’s analysis of the fair value of the assets and liabilities of Veloce as of the acquisition date. Accordingly, the purchase accounting in the unaudited pro forma combined financial statements is preliminary and will be adjusted upon completion of the final valuation. Such adjustments could be material.

 

For purposes of measuring the estimated fair value of the assets acquired as reflected in the unaudited pro forma combined financial statements, in accordance with the applicable accounting guidance, the Company established a framework for measuring fair values. The applicable accounting guidance defines fair value as the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date (an exit price). Market participants are assumed to be buyers and sellers in the principal or most advantageous market for the asset or liability. Additionally, under the applicable accounting guidance, fair value measurements for an asset assume the highest and best use of that asset by market participants. As a result, the Company may be required to value assets of Veloce at fair value measures that do not reflect the Company’s intended use of those assets. Use of different estimates and judgments could yield different results.

 

These pro forma financial statements are being provided for informational purposes only and do not claim to represent the Company’s actual financial position or results of operations had the acquisition occurred on the date specified nor do they project the Company’s results of operations or financial position for any future period or date. The actual results reported by the combined company in periods following the acquisition may differ significantly from these unaudited pro forma combined condensed financial statements for a number of reasons. The pro forma financial statements do not account for the cost of any restructuring activities or synergies resulting from the acquisition or other costs relating to the integration of the two companies, or other historical acquisitions that were undertaken by the Company.

 

2. Purchase Price

 

The unaudited pro forma condensed combined financial information reflects the purchase price as follows (in thousands):

 

   December 31, 2025 
Unidentified intangible assets   13,752,367 
Other net liabilities assumed   9,622,670 
Net assets acquired   16,001,391 
Goodwill   41,257,101 
Total purchase price  $80,633,529 

 

 
 

 

Under the acquisition method of accounting, the Company estimated the fair values of the acquired tangible and intangible assets. The valuation of the identifiable intangible assets acquired was based on management’s preliminary estimates, currently available information and reasonable and supportable assumptions. These estimates are preliminary as the Company is still in the process of evaluating the various assumptions used in valuing these assets. The tangible long-lived assets were recorded at their estimated fair values, which approximates their carrying value, while the intangible long-lived assets were valued using a discounted cash flow method. In the unaudited pro forma combined balance sheet as of December 31, 2025, the excess of the aggregate purchase price over the estimated fair value of the tangible and intangible assets and liabilities in the amount of approximately $41.26 million was classified as goodwill. The fair value of identifiable intangible assets that are subject to amortization after the acquisition was estimated to be $13.75 million.

 

3. Pro Forma Adjustments

 

The pro forma adjustments included in the unaudited pro forma condensed combined financial statements are as follows:

 

For the Balance Sheet

 

(1) Other current assets: Represents deposits made by SEGG to Veloce prior to the closing of the acquisition, which have been eliminated against a corresponding liability that had been recorded by Veloce. See also (4) for Other liabilities.

 

(2) Goodwill: Estimated adjustments to record goodwill resulting from the acquisition. Goodwill is not amortized but rather is assessed for impairment at least annually or more frequently whenever events or circumstances indicate that goodwill might be impaired.

 

(3) Intangible Assets: Adjustments to reflect the estimated preliminary fair values of Veloce’s identifiable intangible assets. The Company has retained a third-party valuation firm for determination of specific identifiable intangible assets and fair value for them. These details will be reported in the upcoming form 10-Q for the three months ended March 31, 2026.

 

(4) Other liabilities: Reflects elimination of $1.7 million as described above in (1) and the recording of a liability of $12.86 million for the cash portion of acquisition consideration which will be paid during the twelve months following the closing date.

  

(5) Common Stock: Reflects the issuance of SEGG common stock as part of the acquisition consideration.

 

(6) Additional paid-in-capital: Reflects the additional paid-in capital portion related to shares of SEGG common stock described in (5) above.

 

(7) Noncontrolling interest: Has been recorded for the 32.27% equity in Veloce, which has been retained by minority shareholders of Veloce.

 

For the Statement of Operations

 

There were no transactions between SEGG and Veloce during 2025. Accordingly, there are no inter-company eliminating adjustments; no other adjustments were identified that would affect the Statement of Operations.