Summary of Significant Accounting Policies [Abstract]

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”), for interim financial information and the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. All intercompany transactions and balances have been eliminated in consolidation. The balance sheet as of December 31, 2025, has been derived from audited consolidated financial statements at such date. The accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the Company’s annual consolidated financial statements, and in the opinion of management, include all adjustments, consisting only of routine recurring adjustments, necessary for a fair statement of the Company’s unaudited condensed consolidated financial information. Interim results for the three and six months ended June 30, 2026, are not necessarily indicative of the results for the full year ending December 31, 2026. These interim unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes for the years ended December 31, 2025 and 2024, included in the Registration Statement.

Basis of Presentation and Principles of Consolidation

The Company prepares its consolidated financial statements in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP” or “GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding financial reporting. The consolidated financial statements include Game Your Game and its 100% owned subsidiaries, AMT and Active Mind Technology R&D Limited. All material inter-company balances and transactions have been eliminated. The Company’s functional currencies include the United States Dollar (“USD”) for Game Your Game and the Euro for AMT and AMT R&D. These consolidated financial statements are presented in USD.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during each of the reporting periods. Actual results could differ from those estimates. The Company bases its estimates and judgments on historical experience, knowledge of current conditions and its beliefs of what could occur in the future, given available information. Changes in facts and circumstances may cause the Company to revise its estimates. The Company’s significant estimates consist of:

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the net realizable value of inventories;

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the fair valuation of Note Warrants and Streeterville March 2026 Convertible Note (each as defined below);

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the value of the common stock issued as share-based compensation under the Maxim Letter Agreement; and

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the valuation allowance for deferred tax assets.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during each of the reporting periods. Actual results could differ from those estimates. The Company bases its estimates and judgments on historical experience, knowledge of current conditions and its beliefs of what could occur in the future, given available information. Changes in facts and circumstances may cause the Company to revise its estimates. The Company’s significant estimates consist of:

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the net realizable value of inventories;

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the valuation allowance for deferred tax assets.

Fair Value Measurement

Fair Value Measurement

Accounting Standards Codification (“ASC”) 820, “Fair Value Measurement” (“ASC 820”) defines fair value as the amount at which an instrument could be exchanged in an orderly transaction between market participants at the measurement date (the exit price). ASC 820 establishes a fair value hierarchy based on the inputs used to measure fair value. The fair value hierarchy maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from independent sources. Unobservable inputs reflect management’s assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. There are three fair value levels in the fair value hierarchy based upon the level of inputs that are significant to fair value measurement: Level 1 — Unadjusted quoted prices in active markets that are accessible at the measurement date for identical unrestricted assets or liabilities. Level 2 — Observable inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data by correlation or other means. Level 3 — Prices or valuation techniques requiring inputs that are both significant to the fair value measurement and unobservable. The categorization of a financial instrument within the fair value hierarchy is based upon the lowest level of input that is significant to its fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgements and consider factors specific to the asset or liability.

Net (Loss)/Income Per Share

Net (Loss)/Income Per Share

The Company computes basic and diluted earnings per share by dividing net (loss)/income by the weighted average number of common stock outstanding during the period. Basic and diluted net (loss)/income per common stock were the same since the inclusion of common stock issuable pursuant to the exercise of options in the calculation of diluted net (loss)/income per common stock would have been anti-dilutive. The weighted average number of common stock considered for earnings per share are retrospectively adjusted for the conversion (see Note 3 — Basis of Presentation - Conversion for more information).

The following potentially dilutive shares were excluded from the computation of diluted net (loss)/income per share attributable to common stockholders for the periods presented, because including them would have had an anti-dilutive effect:

	June 30, 2026		June 30, 2025
Streeterville March 2026 Convertible Note and accrued interest⁽¹⁾		171,184		—
Warrants issued with Streeterville March 2026 Convertible Note⁽²⁾		250,000		—
Warrants issued to Streeterville under the Securities Purchase Agreement⁽³⁾		1,250,000		—
Series A Preferred Stock⁽⁴⁾		2,500,000		—
Stock options		20,881		20,881
Total		4,192,065		20,881

(1)

Reflects a conversion price of $6.80.

(2)

Each warrant is exercisable into one share of common stock at a price per share of $6.80 (see Note 10).

(3)

Each warrant is exercisable into one share of common stock at a price per share of $8.00 (see Note 10).

(4)	Each Series A Preferred Stock is exercisable into one share of common stock at a conversion price per share of $8.00, subject to certain adjustments set forth in the Certificate of Designation (as defined below). See Note 8 for more information.

Preferred Stock

Preferred Stock

The Company’s preferred shares are assessed at issuance for classification as liability or equity and embedded features requiring bifurcation. The Company presents outside of permanent equity any preferred stock which (i) the Company undertakes to redeem at a fixed or determinable price on the fixed or determinable date or dates; (ii) is redeemable at the option of the holders; or (iii) has conditions for redemption that are not solely within the control of the issuer and for which all of the holders of equally and more subordinated equity instruments of the Company would not always be entitled to also receive the same form of consideration (for example, cash or shares) upon the occurrence of the event that gives rise to the redemption

Recently Issued and Adopted Accounting Standards

Recently Issued and Adopted Accounting Standards

In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2025-05 Financial Instruments — Credit Losses (Topic 326) — Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments in this update provide entities with a practical expedient to assume that conditions as of the balance sheet date do not change for the remaining life of accounts receivable and contract assets accounted for under Topic 606 when developing forecasts as part of estimating expected credit losses. The Company adopted ASU 2025-05 on January 1, 2026. The adoption of ASU 2025-05 did not have a material impact on the Company’s unaudited condensed consolidated financial statements.

Recently Issued and Adopted Accounting Standards

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose significant segment expenses and other segment items on an interim and annual basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. The ASU does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative threshold to determine its reportable segments. The new disclosure requirements are also applicable to entities that account and report as a single operating segment entity. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. The adoption of ASU 2023-07 resulted in additional financial statement disclosures. See Note 12.

The Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2023-09 Income Taxes (Topic 740) — Improvements to Income Tax Disclosures. The amendments in this update focus on improving the transparency, effectiveness and comparability of income tax disclosures primarily related to the pretax income (or loss), income tax expense (or benefit), rate reconciliation and income taxes paid for public business entities. The amendments in this update are effective for annual periods beginning after December 15, 2024. We have prospectively adopted this standard as of our current annual reporting period ending December 31, 2025. For additional information, see Note 11 — Income Taxes.

Going Concern

Going Concern

As of December 31, 2025, the Company has negative working capital of $2,331,221 and cash of $87,463. For the years ended December 31, 2025 and 2024, the Company incurred a net loss of $783,789 and $1,848,619, respectively, and net cash used in operating activities was $1,324,518 and $1,961,340, respectively. The Company has historically been funded by short-term debt, promissory notes and other advances from the Parent. The Company has directed its resources over the past number of years to the development of its new hardware device, GameGolf KZN AI and the development of software applications. During that period revenues have been minimal. The Company cannot assure that it will ever earn future revenues sufficient to support its operations, or that it will ever be profitable. In order to continue the Company’s development work and operations, support from the Company’s Parent will be required over the foreseeable future and/or the Company will need to obtain financing either by debt or equity or both. However, the Company cannot provide assurance that it will secure financing in a timely manner.

The global events and adverse conditions detailed above raise substantial doubt about the Company’s ability to continue as a going concern for at least one year after financial statement issuance date. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty.

Inventory

Inventory

Finished goods are measured at the lower of cost and net realizable value. Cost includes the cost of purchase and freight inwards costs. Net realizable value is the price at which inventories can be sold in the normal course of business after allowing for the costs of realization. The Company states inventory utilizing the first-in, first-out method. The Company continually analyzes its slow-moving, excess and obsolete inventories. Based on historical and projected sales volumes and anticipated selling prices, the Company establishes reserves. If the Company does not meet its sales expectations, these reserves are increased. Products that are determined to be obsolete are written down to net realizable value. No inventory obsolescence cost was recorded during the years ended December 31, 2025 and 2024.

Software Development Costs

Software Development Costs

The Company develops software to be sold with or separate from its hardware. The Company recognizes and measures software development costs in accordance with ASC 985-20, Software — Costs of Software to Be Sold, Leased, or Marketed, (“ASC 985-20”) which addresses which software costs are to be capitalized and how the software asset should be derecognized and recognized as cost of revenue or cost of sales.

Costs incurred for the year ended December 31, 2025 relate to product enhancements. In accordance with ASC 985-20 such costs should be expensed when incurred as research and development until the technological feasibility of the enhancement is established. Technological feasibility generally occurs when all planning, designing, coding and testing activities are completed that are necessary to establish that the product can be produced to meet its design specifications, including functions, features, and technical performance requirements. Once technological feasibility is established, capitalization and amortization of the product enhancement costs over the estimated life of the enhancement would be required. The Company has determined that the product had not yet reached technological feasibility and as such all costs have been expensed for the year ended December 31, 2025 and 2024.

Cost of revenue

Cost of revenue

Cost of revenue consists of product costs, including costs of contract manufacturers for production, shipping and handling costs, fulfillment costs, and other expenses associated with supply chain logistics.

Foreign Currency

Foreign Currency

The Euro is the functional currency for the Company’s foreign operations in Ireland. As such, assets and liabilities related to the Company’s foreign operations in Ireland are calculated using the Euro and are translated at end-of-period exchange rates, while the related revenues and expenses are translated at average exchange rates prevailing during the period. Translation adjustments are recorded as a separate component of the consolidated statements of comprehensive loss, totaling a loss/(gain) of $524,173 and ($226,965) for the years ended December 31, 2025 and 2024, respectively. There have been no reclassifications from accumulated other comprehensive loss to earnings.

Foreign currency gains and losses related to working capital items and operating transactions are included in operating expenses, while those related to financing activities, including the remeasurement of intercompany loans denominated in Euro that are intended to be settled, are recorded in other income (expense), net. Unrealized gains/(losses) from intercompany loans for the year ended December 31, 2025 and 2024 were $526,576 and ($231,034), respectively.

Shipping and Handling Costs

Shipping and Handling Costs

Shipping costs associated with the acquisition of inventories are capitalized with the cost of the inventory. This cost is then charged to cost of sales as inventories are sold. All other shipping and handling costs are expensed as incurred as part of general and administrative expenses in the operating expense section of the statement of operations. These costs were deemed to be nominal during each of the reporting periods.

Stock-Based Compensation

Stock-Based Compensation

The Company accounts for options granted to employees, consultants and other non-employees by measuring the cost of services received in exchange for the award of equity instruments based upon the fair value of the award on the date of grant. The Company estimates the fair value of stock-based awards on the date of grant using the Black-Scholes model. The fair value of that award is then ratably recognized as an expense over the period during which the recipient is required to provide services in exchange for that award. The Company recognizes the impact of forfeitures when they occur.

The Company did not grant stock options nor did it incur any stock-based compensation charges during the years ended December 31, 2025 and 2024.

Carrying Value, Recoverability and Impairment of Long-Lived Assets

Carrying Value, Recoverability and Impairment of Long-Lived Assets

In accordance with FASB ASC 360-10-35 “Impairment or Disposal of Long-lived Assets”, long-lived assets to be held and used are analyzed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable or that the useful lives of those assets are no longer appropriate. The Company evaluates at each balance sheet date whether events and circumstances have occurred that indicate possible impairment.

The Company determines the existence of such impairment by measuring the expected future cash flows (undiscounted and without interest charges) and comparing such amount to the carrying amount of the assets. An impairment loss, if one exists, is then measured as the amount by which the carrying amount of the asset exceeds the discounted estimated future cash flows. Assets to be disposed of are reported at the lower of the carrying amount or fair value of such assets less costs to sell. Asset impairment charges are recorded to reduce the carrying amount of the long-lived asset that will be sold or disposed of to their estimated fair values. Charges for the asset impairment reduce the carrying amount of the long-lived assets to their estimated salvage value in connection with the decision to dispose of such assets. There was no impairment recorded during the years ended December 31, 2025 or 2024.