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:

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.

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:

Management believes that the combination of media, gaming, and data-driven capabilities positions the Company to capture opportunities across large and growing global markets