Business Combination (Tables)
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6 Months Ended |
Jun. 30, 2026 |
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| Business Combination [Abstract] |
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| Schedule of Consideration Transferred in Combined Transaction |
The total consideration transferred in the combined transaction consisted of two components: | | | Amount | | | Step 1 — Flash acquisition of 51% of IPG | | | | | Cash (due to seller) | | $ | 5,000,000 | | | Contingent consideration | | | 10,630,251 | | | Subtotal — Step 1 | | | 15,630,251 | | | | | | | | | Step 2 — UGRO acquisition of 100% of Flash | | | | | | Common stock | | | 423,217 | | | Series B non-voting convertible preferred stock | | | 176,076,783 | | | Subtotal — Step 2 | | | 176,500,000 | | | | | | | | | Total consideration transferred | | $ | 192,130,251 | |
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| Schedule of Purchase Price to the Estimated Fair Values of the Assets Acquired and Liabilities Assumed |
The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed at the Acquisition Date: | | | Amount | | | Identifiable assets acquired: | | | | | Cash and cash equivalents | | | 144,231 | | | Accounts receivable | | | 3,022,525 | | | Due from related party | | | - | | | Loans, advances and other current assets | | | 190,606 | | | Identifiable intangible assets | | | 138,031,000 | | | Total identifiable assets acquired | | | 141,388,362 | | | | | | | | | Liabilities assumed: | | | | | | Accounts payable | | | (2,235,394 | ) | | Due to related party | | | (1,270,340 | ) | | Deferred revenue and other current liabilities | | | (1,652,878 | ) | | Total liabilities assumed | | | (5,158,612 | ) | | | | | | | | Net identifiable assets acquired | | | 136,229,750 | | | Noncontrolling interest in IPG (49% — proportionate share) | | | (66,877,521 | ) | | Goodwill | | | 122,778,022 | | | Total consideration transferred | | $ | 192,130,251 | |
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| Schedule of Identifiable Intangible Assets |
Identifiable Intangible Assets | Intangible Asset | | Fair Value | | | Useful Life | | | LPL Event Rights | | $ | 108,689,000 | | | 10 years | | | First right of refusal on remaining 49% of IPG | | | 2,500,000 | | | Until exercised | | | Customer relationships | | | 5,690,000 | | | 7 years | | | Trade name | | | 9,815,000 | | | 10 years | | | Production technology | | | 6,337,000 | | | 5 years | | | Cricket league licenses (Malaysia, Singapore, Zimbabwe) | | | 5,000,000 | | | 5 years | | | Total identifiable intangible assets | | $ | 138,031,000 | | | | |
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| Schedule of Proforma Financial Information Presents the Combined Results of Operations |
The unaudited pro forma information has been adjusted to reflect amortization of acquired intangibles and is not necessarily indicative of the results of operations that would have been achieved had the Merger occurred at the beginning of the periods presented or the future results of operations of the combined company. | | | Three Months
Ended
June 30,
2026 | | | Three Months
Ended
June 30,
2025 | | | Six Months
Ended
June 30,
2026 | | | Six Months
Ended
June 30,
2025 | | | Pro forma revenue | | $ | 44,000 | | | $ | 710,000 | | | $ | 543,000 | | | $ | 2,307,000 | | | Pro forma net loss | | $ | (8,043,000 | ) | | $ | (9,977,000 | ) | | $ | (13,619,000 | ) | | $ | (17,520,000 | ) | | Pro forma net loss per share — basic and diluted | | $ | (0.92 | ) | | $ | (17.10 | ) | | $ | (2.86 | ) | | $ | (30.21 | ) |
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