Note 15 — Subsequent Events

The Company has evaluated subsequent events and transactions occurring after June 30, 2026 through the date these condensed consolidated financial statements were issued.  

Changes in Board Composition

Effective July 12, 2026, Bradley Nattrass resigned as Chairman and as a member of the Board of Directors, and continues to serve as the Company’s Chief Executive Officer. Effective the same date, David Hsu resigned as a director, Chair of the Audit Committee and member of the Compensation Committee, and James Lowe resigned as a director and Chair of the Nominating and Corporate Governance Committee. None of the resigning directors advised the Company of any dispute or disagreement with the Company, its management or the Board on any matter relating to the Company’s operations, policies or practices. Effective July 14, 2026, the remaining members of the Board, acting by unanimous written consent, elected Gary Herman, Rahul Johri and Surendra Ajjarapu as directors. Mr. Herman was appointed Chair of the Audit Committee, Mr. Ajjarapu was appointed Chairman of the Board, and Sonia Lo was appointed Chair of the Nominating and Corporate Governance Committee. As of the date of issuance of these financial statements, the Board had not determined the compensation payable to the newly appointed directors, and the Company had not entered into any offer letter, director compensation agreement or other compensatory arrangement with them. Accordingly, no compensation expense related to these appointments has been recognized.

Non-Binding Term Sheet — Super Entertainment Network Private Limited

In connection with the appointment of Mr. Johri to the Board, the Company, Mr. Johri and Super Entertainment Network Private Limited (“SEN”), of which Mr. Johri serves as Managing Director and Chief Executive Officer, entered into a non-binding term sheet contemplating a potential investment by the Company in SEN in connection with a proposed channel business transaction. The term sheet also contemplates a potential future exchange right with respect to the subsidiary equity interest that would be held by Mr. Johri and/or his nominee entities, which would be subject to the achievement of performance milestones, Company and Board approval, applicable valuation and exchange mechanics, compliance with applicable securities laws and Nasdaq listing standards, and receipt of any required stockholder, regulatory or other approvals. Other than confidentiality and exclusivity obligations, the term sheet is non-binding and does not obligate the Company to issue, register or list any securities or to consummate any transaction. No amounts have been recognized in the condensed consolidated financial statements in respect of the term sheet, and there can be no assurance that definitive agreements will be executed or that any transaction will be consummated.

Non-Binding Term Sheet — Proposed Acquisition of 51% of Bongo Holdings Pte Ltd

On August 3, 2026, the Company entered into a non-binding term sheet (the “Term Sheet”) with Bongo Holdings Pte Ltd, a Singapore private limited company (“Bongo”), with respect to the proposed acquisition of a 51% controlling interest in Bongo through a combination of newly issued Bongo shares and shares purchased from existing Bongo stockholders.

The proposed transaction is based on a pre-money equity valuation of Bongo of $35.0 million, subject to adjustment for Bongo’s indebtedness and cash at closing, and provides for aggregate closing consideration of approximately $25.7 million, consisting of approximately $15.4 million of primary capital to be invested in Bongo and approximately $10.3 million of secondary consideration payable to existing Bongo stockholders, payable 60% in cash and 40% in equity securities of the Company. Certain continuing members of Bongo’s management would also be eligible for an earnout of up to $12.0 million over three years, contingent on achievement of both 20% year-over-year revenue growth and 20% year-over-year EBITDA growth, payable in cash and/or nominal-exercise-price warrants to purchase the Company’s common stock. If the transaction is completed, the Company expects amounts payable under the earnout to be accounted for as post-combination compensation cost rather than as consideration transferred. Shares issuable in connection with the transaction are limited to 19.99% of the Company’s outstanding common stock unless stockholder approval is obtained under Nasdaq Rule 5635, with any excess settled in cash. Following closing, the Company would have operational control of Bongo and the right to appoint three of the five members of its board.

Completion of the transaction is subject to, among other things, execution of definitive agreements, completion of confirmatory diligence and of a PCAOB audit of Bongo’s financial statements, the Company obtaining sufficient financing, and receipt of any required stockholder, regulatory and third-party approvals. The parties targeted execution of definitive agreements by August 15, 2026 and closing by September 15, 2026, with an outside date of December 15, 2026.