Accounting Policies, by Policy (Policies) |
6 Months Ended | |||||||||
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Jun. 30, 2026 | ||||||||||
| Summary of Significant Accounting Policies [Abstract] | ||||||||||
| Basis of Presentation | Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted. In the opinion of management, the unaudited condensed consolidated financial statements include all adjustments (consisting of normal and recurring adjustments) considered necessary for a fair statement of the Company’s financial position, results of operations, and cash flows for the periods presented.
These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The results of operations for the six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2026 or any future period. |
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| Principles of Consolidation | Principles of Consolidation
The unaudited condensed consolidated financial statements include the accounts of the Company, its wholly-owned subsidiary Flash, and Flash’s 51%-owned subsidiary IPG. All intercompany balances and transactions have been eliminated in consolidation. The 49% interest in IPG not owned by Flash is presented as a noncontrolling interest in the unaudited condensed consolidated financial statements. |
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| Use of Estimates | Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the fair values of assets acquired and liabilities assumed in the Merger, the fair value of contingent consideration, the fair values of derivative liabilities, useful lives of intangible assets, and the assessment of going concern. Actual results may differ materially from these estimates. |
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| Foreign Currency | Foreign Currency
The functional currency of IPG is the UAE Dirham. Assets and liabilities of IPG are translated to U.S. Dollars at the exchange rate in effect at the balance sheet date, and revenue and expenses are translated at average exchange rates during the period. Translation gains and losses are recorded in other comprehensive income (loss) within stockholders’ equity. Transaction gains and losses are recorded in the consolidated statements of operations. The UAE Dirham is currently pegged to the U.S. Dollar at a rate of 3.6725 AED per USD; accordingly, translation effects have been immaterial to date. |
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| Reverse Stock Split | Reverse Stock Split
On February 9, 2026, the Company effected a 1-for-25 reverse stock split of its issued and outstanding shares of common stock. All share and per share information has been retroactively adjusted to give effect to the reverse stock split for all periods presented. |
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| Cash | Cash
The Company considers all highly liquid short-term cash investments with an original maturity of three months or less to be cash equivalents. As of June 30, 2026, the Company did not maintain any cash equivalents. The Company maintains cash with financial institutions that may from time to time exceed federally-insured limits. |
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| Impairment of Long-lived Assets | Impairment of Long-Lived Assets
The Company evaluates potential impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. An impairment loss is recognized as the amount by which the carrying amount of a long-lived asset exceeds its fair value. |
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| Fair Value of Financial Instruments | Fair Value of Financial Instruments
The Company measures fair value in accordance with ASC 820, Fair Value Measurement. Fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value:
The carrying amounts of cash, accounts receivable, accounts payable, and other current assets and liabilities approximate fair value due to the short-term nature of these instruments. Derivative liabilities are measured at fair value on a recurring basis using Level 3 inputs (see Note 9 — Derivative Liabilities). Contingent consideration arising from the Merger is also measured at fair value on a recurring basis using Level 3 inputs (see Note 4 — Business Combination). |
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| Revenue Recognition | Revenue Recognition
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, by applying the following five-step framework: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations; and (5) recognize revenue when (or as) a performance obligation is satisfied.
Following the Merger, the Company’s revenue is principally derived from IPG’s cricket commercialization operations, including media rights, sponsorships, franchise fees, and event management services for the Lanka Premier League and other cricket-related properties. Revenue from media rights and sponsorship contracts is recognized over the contract term as the related performance obligations are satisfied. Franchise fees are recognized in accordance with the terms of the applicable franchise agreements. Event management revenue is recognized as services are provided. |
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| Business Combinations | Business Combinations
The Company accounts for business combinations using the acquisition method in accordance with ASC 805, Business Combinations. Under this method, the purchase price is allocated to the identifiable assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The excess of the purchase price over the fair value of net identifiable assets acquired is recorded as goodwill. Acquisition-related costs are expensed as incurred. Results of operations of an acquired business are included in the consolidated financial statements from the date of acquisition. |
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| Goodwill | Goodwill
Goodwill represents the excess of the purchase price over the fair value of net identifiable assets acquired in a business combination. Goodwill is not amortized but is tested for impairment at least annually, or more frequently if events or changes in circumstances indicate that the carrying value may not be recoverable. The Company performs its annual goodwill impairment test as of the last day of its fiscal year.
The impairment test consists of comparing the fair value of the reporting unit with its carrying amount. If the carrying amount exceeds the fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. The Company has a single reporting unit for goodwill impairment testing purposes. |
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| Intangible Assets | Intangible Assets
Finite-lived intangible assets, including customer relationships, trademarks and trade names, and media content rights acquired in business combinations, are recorded at their estimated fair values at the date of acquisition and amortized on a straight-line basis over their estimated useful lives. The Company evaluates finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable, in accordance with ASC 360, Property, Plant, and Equipment. |
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| Derivative Financial Instruments | Derivative Financial Instruments
The Company evaluates its financial instruments, including warrants and conversion features associated with debt instruments, to determine whether they meet the definition of a derivative under ASC 815, Derivatives and Hedging. Instruments that do not qualify for the scope exception under ASC 815-10-15 are classified as derivative liabilities and measured at fair value at each reporting date, with changes in fair value recognized in the consolidated statements of operations.
Warrants and conversion features that contain variable-price provisions (such as price-reset or ratchet features) fail to meet the fixed-for-fixed criteria under ASC 815-40-15 and are classified as derivative liabilities. Warrants that are indexed to the Company’s own stock and meet the criteria for equity classification under ASC 815-40 are recorded within stockholders’ equity and are not subsequently remeasured. The Company reassesses the classification of its warrants at each reporting date. |
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| Noncontrolling Interests | Noncontrolling Interests
Noncontrolling interests represent the portion of equity in a consolidated subsidiary not attributable to the parent company. Following the Merger, the Company consolidates IPG, in which it holds a 51% membership interest through its wholly-owned subsidiary Flash. The 49% interest held by other members is presented as noncontrolling interests within stockholders’ equity (deficit). Net income or loss is allocated between the Company and noncontrolling interests based on their respective ownership percentages. |
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| Stock-Based Compensation | Stock-Based Compensation
The Company accounts for stock-based compensation awards in accordance with ASC 718, Compensation — Stock Compensation. Stock-based compensation expense for equity-classified awards, including restricted stock units and stock options, is measured at the grant-date fair value and recognized over the requisite service period on a straight-line basis. Forfeitures are recognized as they occur. |
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| Income Taxes | Income Taxes
The Company accounts for income taxes under the asset and liability method in accordance with ASC 740, Income Taxes. Current income tax expense is the amount of income taxes expected to be payable for the current year. Deferred income tax assets and liabilities are recognized for the expected future tax consequences of differences between the financial statement carrying amounts and the tax bases of assets and liabilities, computed using enacted tax rates. A valuation allowance is established when it is more likely than not that some or all of the deferred tax assets will not be realized. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the position will be sustained on examination by the taxing authorities. |
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| Loss per Share | Loss per Share
The Company computes basic net loss per share by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted-average number of common shares and potentially dilutive common share equivalents outstanding during the period. Potentially dilutive securities, including stock options, warrants, and convertible notes, are excluded from diluted loss per share when their inclusion would be anti-dilutive. |
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| Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. For public business entities, this guidance is effective for annual periods beginning after December 15, 2024, and is effective for the Company’s annual period ending December 31, 2025. The Company adopted this guidance effective January 1, 2025 and will include the required disclosures in its annual financial statements. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40), which requires disaggregation of certain income statement expense line items. This guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is evaluating the impact of this standard on its consolidated financial statements and related disclosures.
Management has reviewed all other recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements will have a material impact on the Company’s condensed consolidated financial statements. |