Note 7 — Goodwill and Intangible Assets

Goodwill

The carrying amount of goodwill at June 30, 2026 was $122,778,022, all of which arose from the Merger described in Note 4. The carrying amount is unchanged from the amount previously reported at March 31, 2026. Goodwill has been assigned to the Company’s single reporting unit (sports, media, and experiential marketing). The Company is required to test goodwill for impairment annually as of October 1, or more frequently if events or changes in circumstances indicate that the asset might be impaired. No impairment indicators were identified during the three and six months ended June 30, 2026.

The Company completed its allocation of the purchase price during the three months ended June 30, 2026. The amounts recognized for consideration transferred, identifiable assets acquired, liabilities assumed, non-controlling interests and goodwill are final.

The Company’s tax treatment of the IPG component of the Merger is intended to result in a step-up in tax basis under IRC §1001 and §1060, with related amortization deductible over 15 years pursuant to IRC §197.

Identifiable Intangible Assets

Amortization expense was $3,722,438 and $5,440,486 for the three and six months ended June 30, 2026, respectively. Amortization is recognized on a straight-line basis over the estimated useful lives of the respective assets, beginning on February 17, 2026, the Acquisition Date.

The gross carrying amounts of the identifiable intangible assets reflect the final purchase price allocation. The first right of refusal on the remaining 49% membership interest in IPG, with a gross carrying amount of $2,500,000, is not amortized as it has an indefinite life until exercised (see Note 4).

Estimated Future Amortization Expense