UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.

SCHEDULE 14A

(RULE 14a-101)

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Kustom Entertainment, Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee: (Check the appropriate box):

Kustom Entertainment, Inc.

1475 N Winchester St

Olathe, Kansas 66061

Important Notice Regarding the Availability of Proxy Materials

for the Annual Meeting of Stockholders to Be Held on October 5, 2026

The Notice of Annual Meeting and the Proxy Statement

are available at:

https://kustoment.com/

KUSTOM ENTERTAINMENT, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON OCTOBER 5, 2026

September [__], 2026

To our Stockholders:

NOTICE IS HEREBY GIVEN that an annual meeting of stockholders (the “Annual Meeting”) of Kustom Entertainment, Inc., a Nevada corporation (the “Company,” “we,” “us,” or “our”), will be held on October 5, 2026 at 1:00 p.m., Central Time at the Company’s offices at 1475 N Winchester St, Olathe, KS 66061, for the following purpose:

Each of Proposal No. 4, Proposal No. 5, Proposal No. 6, and Proposal No. 7 is conditioned upon shareholder approval of Proposal No. 3. The foregoing proposals are more fully described in the proxy statement that is attached and made a part of this notice of Annual Meeting (the “Proxy Statement”). Only stockholders of record of shares of common stock at the close of business on August 7, 2026 (the “Record Date”) will be entitled to notice of, and to vote at, the Annual Meeting or any adjournment thereof.

All stockholders who are record or beneficial owners of shares of Common Stock as of the Record Date are cordially invited to attend the Annual Meeting in person. Your vote is important regardless of the number of shares of Common Stock that you own. When you arrive at the Annual Meeting, you must present photo identification, such as a driver’s license. Beneficial owners of shares of Common Stock also must provide evidence of their holdings of such shares as of the Record Date, such as a recent brokerage account or bank statement.

YOUR VOTE IS IMPORTANT

Whether or not you expect to attend the Annual Meeting, it is important that your shares of Common Stock be represented and voted during the Annual Meeting. We urge you to promptly complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope in order to ensure representation of your shares of Common Stock. It will help in our preparations for the Annual Meeting if you would check the box on the form of proxy if you plan on attending the Annual Meeting. You may also vote by proxy (i) via the Internet or (ii) by telephone using the instructions provided in the enclosed proxy card. Your proxy is revocable in accordance with the procedures set forth in the Proxy Statement. Please be advised that if you are not a record or beneficial owner of shares of Common Stock on the Record Date, you are not entitled to vote and any proxies received from persons who are not record or beneficial owners of shares of Common Stock on the Record Date will be disregarded.

Thank you for your ongoing support of, and continued interest in Kustom Entertainment.

Table of Contents

Cautionary Note Regarding Forward Looking Statements

Certain statements in this Proxy Statement may be considered to be “forward-looking statements” as that term is defined in the U.S. Private Securities Litigation Reform Act of 1995. In particular, these forward-looking statements include, among others, statements about, opportunities for and growth of our business, our plans regarding product development and enhancements, and our expectations regarding profitability. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “expect,” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements speak only as of the date of this Proxy Statement. We assume no obligation to, and do not necessarily intend to, update these forward-looking statements.

KUSTOM ENTERTAINMENT, INC.

PROXY STATEMENT

FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

INFORMATION CONCERNING SOLICITATION AND VOTING

General

The enclosed proxy is solicited on behalf of the Board of Directors of Kustom Entertainment, Inc., a Nevada corporation, (referred to in this proxy statement as “Kustom Entertainment,” “we,” “our,” “us,” or the “Company”) in connection with the solicitation of proxies by our Board of Directors (the “Board” or “Board of Directors”) for use at the Annual Meeting of Stockholders (the “Annual Meeting”) to be held on October 5, 2026 at 1:00 p.m., Central Time, or at any adjournment or postponement thereof, for the purposes set forth herein and in the accompanying notice of Annual Meeting of Stockholders. The Annual Meeting will be held at our corporate facility, located at 1475 N Winchester St, Olathe, KS 66061. The telephone number at that location is (913) 456-5878.

Voting materials, which include this proxy statement (the “Proxy Statement”) and the enclosed proxy card, will be first mailed to stockholders on or about September 18, 2026.

Stanton E. Ross, our Chairman of the Board and Chief Executive Officer, and Thomas J. Heckman, our Chief Financial Officer, Secretary and Treasurer, are named as attorneys-in-fact in the proxy. Mr. Ross and Mr. Heckman will vote all shares represented by properly executed proxies returned in time to be counted at the Annual Meeting, as described below. Where a vote has been specified in the proxy with respect to the matters identified in the notice of the Annual Meeting, the shares represented by the proxy will be voted in accordance with those voting specifications. If no voting instructions are indicated, your shares will be voted as recommended by the Board of Directors on all matters, and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote before the Annual Meeting.

The stockholders will consider and vote upon the proposals to (i) elect four directors (“Proposal No. 1”), (ii) ratify the appointment of Victor Mokuolu CPA PLLC as our independent registered public accounting firm (“Proposal No. 2”), (iii) to approve an amendment to the Company’s articles of incorporation, as amended (the “Articles of Incorporation”), to increase the number of authorized shares of the Company’s capital stock that may be issued from 23,333,333 shares to 1,200,000,000 shares, of which 1,000,000,000 shares shall be classified as common stock, par value $0.001 per share (the “Common Stock”), and 200,000,000 shall be classified as preferred stock, par value $0.001 per share (“Proposal No. 3”), (iv) to approve the issuance of shares of Common Stock pursuant to the Unit Purchase Agreement, dated as of August 31, 2026, by and among the Company, TFL, LLC (“TFL”), The Rouen Trust Dated October 5, 2010, Daniel P. Rouen Irrevocable Trust dated December 16, 2024, The Shefali S. Rouen Irrevocable Trust dated November 17, 2023, Jeffrey Fromm Irrevocable Trust Dated December 26, 2012 and William M. Fromm (collectively, the “Sellers”), and Daniel P. Rouen, in his capacity as the Sellers’ Representative (the “Unit Purchase Agreement”), identified in the Unit Purchase Agreement (the “Acquisition”), in compliance with The Nasdaq Stock Market LLC (“Nasdaq”) listing rule 5635(a) (“Proposal No. 4”), (v) to approve the issuance of shares of Common Stock in connection with the Acquisition, in compliance with Nasdaq listing rule 5635(b) (“Proposal No. 5”) (vi) to approve the issuance of shares of Common Stock in connection with the Acquisition, in compliance with Nasdaq listing rule 5635(d) (“Proposal No. 6”), (vii) to approve, for purposes of complying with Nasdaq listing rule 5635(b) and (d), a Proposed Offering of the issuance of shares of our common stock issuable in connection with payment of the cash portion of the purchase price for the Acquisition (“Proposal 7”), (viii) to approve a proposal to authorized the Board, in its sole and absolute discretion, and without further action of the stockholders, to file an amendment to the Articles of Incorporation, to effect one or more Reverse Stock Splits of the issued and outstanding Common Stock, at a ratio to be determined by the Board, ranging from one-for-two (1:2) to one-for-one hundred (1:100), with such Reverse Stock Split to be effected at such time and date, if at all, as determined by the Board in its sole discretion, but not later than twelve (12) months from the date the proposal is approved by the stockholders, when the authority granted in this proposal to implement the Reverse Stock Split would terminate (“Proposal No. 8”), (ix) to approve the 2026 Kustom Entertainment, Inc. Stock Option and Restricted Stock Plan (“Proposal No. 9”), (x) to approve a non-binding advisory proposal to approve the compensation paid to the Company’s named executive officers (“Proposal No. 10”), (xi) to approve a non-binding advisory proposal on the frequency of the stockholder advisory vote on executive compensation (“Proposal No. 11”), (and (xii) to consider and act upon such other business as may properly come before the Annual Meeting or any adjournment thereof (“Proposal No. 12”).

Who is Entitled to Vote?

Our Board of Directors has fixed the close of business on August 7, 2026, as the record date (the “Record Date”) for a determination of stockholders entitled to notice of, and to vote at, the Annual Meeting. On the Record Date, 6,506,860 shares of the Common Stock were issued and outstanding, all of which are voting stock. Each share of Common Stock is entitled to one vote.

Voting

Holders of Common Stock are entitled to one vote for each share of Common Stock held by them. There are no cumulative voting rights.

What is the Difference Between Holding Shares as a Record Holder and as a Beneficial Owner?

If your shares are registered in your name with our transfer agent, Nevada Agency and Transfer Company (“NATCO”), you are the “record holder” of those shares. If you are a record holder, we will provide these proxy materials directly to you.

If your shares are held in a stock brokerage account, a bank or other holder of record, you are considered the “beneficial owner” of those shares held in “street name.” If your shares are held in street name, these proxy materials will be forwarded to you by that organization. As the beneficial owner, you have the right to instruct such organization on how to vote your shares.

Who May Attend the Meeting?

Record holders and beneficial owners may attend the Annual Meeting. If your shares are held in street name, you will need to bring a copy of a brokerage statement or other documentation reflecting your stock ownership as of the Record Date.

How Do I Vote?

Whether you hold shares as a stockholder of record or as a beneficial owner, you may vote before the Annual Meeting by granting a proxy or, for shares held in street name, by submitting voting instructions to your bank, broker or nominee. Please refer to the instructions below.

Record Holder

If you are a stockholder of record who owns shares directly in your name, you may vote your shares in one of the following ways:

If you vote by telephone or via the Internet at www.proxyvote.com, you must vote no later than 11:59 p.m. ET on October 4, 2026. You do not need to return a proxy card by mail. Voting electronically or by telephone is convenient, reduces the use of natural resources and saves significant postage and processing costs. Your vote is also recorded immediately and there is no risk that postal delays could cause your vote to arrive late and therefore not be counted.

Beneficial Owner (Holding Shares in Street Name)

If you are a beneficial owner who owns shares indirectly through a bank, broker or other nominee, you should follow the instructions in the notice or voting instructions that you receive from the broker or other nominee holding your shares. The availability of telephone and Internet voting will depend on the voting process of your broker or nominee. Shares held beneficially may be voted at the Annual Meeting only if you provide a legal proxy from your broker or nominee giving you the right to vote the shares.

Is My Vote Confidential?

Yes, your vote is confidential. Only the following persons have access to your vote: election inspectors, individuals who help with processing and counting your votes and persons who need access for legal reasons. If you write comments on your proxy card, your comments will be provided to the Company, but how you vote will remain confidential.

What Constitutes a Quorum?

We must have a quorum to carry on the business of the Annual Meeting. Our Bylaws (the “Bylaws”) provide that the presence, in person or by proxy duly authorized, of the holders of thirty-three and one-third percent (33 1/3%) of stock issued and outstanding and entitled to vote at such meeting shall constitute a quorum for the transaction of business at the Annual Meeting or any adjournment thereof. Broker non-votes (see definition below) and abstentions are counted as present to determine the existence of a quorum. The broker non-votes are counted because there are routine matters presented at the Annual Meeting.

The stockholders present at a duly called or convened meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. In the absence of a quorum at the Annual Meeting or any adjournment thereof, a majority in voting interest of those present in person or by proxy and entitled to vote, or any officer entitled to preside at, or to act as secretary of, the Annual Meeting may adjourn the Annual Meeting until stockholders holding the amount of stock requisite for a quorum are present in person or by proxy.

What is a Broker Non-Vote?

If your shares are held in “street name,” you must instruct your bank, broker or other nominee as to how to vote your shares by following the instructions that the broker or other nominee provides to you. Brokers usually offer the ability for stockholders to submit voting instructions by mail by completing a vote instruction form, by telephone or over the Internet. If you do not provide voting instructions to your bank, broker or other nominee, your shares will not be voted on any proposal on which your broker or other nominee does not have discretionary authority to vote, namely, “non-routine” matters. This is called a “broker non-vote.” On the other hand, if you do not provide voting instructions to your bank, broker or other nominee, such party has the discretion to vote your shares on “routine” matters.

Which Proposals are Considered “Routine” or “Non-Routine” for Brokers or Other Nominees?

The following Proposals are “non-routine” and thus a broker discretionary vote is not allowed:

Proposal No. 1, “To elect four (4) members to the Company’s Board of Directors, each to serve until the next annual meeting of the Company’s stockholders and until each of their respective successors are elected and qualified or until each of their earlier resignation or removal”

Proposal No. 4, “To approve, for purposes of complying with Nasdaq listing rule 5635(a), the potential issuance of 20% or more of the outstanding shares of the Common Stock, pursuant to the Unit Purchase Agreement”

Proposal No. 5, “To approve, for the purposes of complying with Nasdaq listing rule 5635(b), the potential issuance of shares of the Common Stock in connection with the Acquisition, which would result in a “change of control” of the Company”

Proposal No. 6, “To approve, for the purposes of complying with Nasdaq listing rule 5635(d), the potential issuance of shares of the Common Stock in connection with the Acquisition”

Proposal No. 7, “To approve, for purposes of complying with Nasdaq listing rule 5635(b) and (d), a Proposed Offering of the issuance of shares of our common stock issuable in connection with payment of the cash portion of the purchase price for the Acquisition”

Proposal No. 9, “To approve the 2026 Kustom Entertainment, Inc. Stock Option and Restricted Stock Plan”

Proposal No. 10, “To approve a non-binding advisory proposal to approve the compensation paid to the Company’s named executive officers”

Proposal No. 11, “To approve a non-binding advisory proposal on the frequency of the stockholder advisory vote on executive compensation”

Proposal No. 12, “To consider and act upon such other business as may properly come before the Annual Meeting or any adjournment thereof”

The following Proposals are “routine” and thus a broker discretionary vote is allowed:

Proposal No. 2, “To ratify the appointment of Victor Mokuolu CPA PLLC as our independent registered public accounting firm”

Proposal No. 3, “To approve an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of the Company’s capital stock that may be issued from 23,333,333 shares to 1,200,000,000 shares, of which 1,000,000,000 shares shall be classified as Common Stock and 200,000,000 shares shall be classified as Preferred Stock”

Proposal No. 8, “To approve a proposal to authorized the Board, in its sole and absolute discretion, and without further action of the stockholders, to file an amendment to the Articles of Incorporation, to effect one or more Reverse Stock Splits of the issued and outstanding Common Stock, at a ratio to be determined by the Board, ranging from one-for-two (1:2) to one-for-one hundred (1:100), with such Reverse Stock Splits to be effected at such time and date, if at all, as determined by the Board in its sole discretion, but not later than twelve (12) months from the date the proposal is approved by the stockholders, when the authority granted in this proposal to implement the Reverse Stock Split would terminate”

How Many Votes are Needed for Each Proposal to Pass and is Broker Discretionary Voting Allowed?

For matters at the Annual Meeting, if a quorum is present, the following votes will be required for the Proposal to pass:

How are Abstentions Treated?

An abstention occurs when a stockholder attends a meeting, either in person or by proxy, but specifically indicates an abstention from voting on one or more of the proposals. If you vote by Internet or telephone, or submit a proxy card or provide proxy instructions to your broker or other nominee, and affirmatively elect to abstain from voting, your proxy will be counted as present for the purpose of determining the presence of a quorum for the meeting, but will not be voted at the Annual Meeting. Abstentions only have an effect on the outcome of any matter being voted on that requires a certain level of approval based on our total voting stock outstanding.

What Are the Voting Procedures?

In voting by proxy on the proposals, you may vote for the proposal or against the proposal, or you may abstain from voting on the proposal. You should specify your respective choices as discussed in the section “How Do I Vote?” on page 2. 

Is My Proxy Revocable?

You may revoke your proxy and reclaim your right to vote up to and including on the day of the Annual Meeting by giving written notice to the Corporate Secretary of Kustom Entertainment, Inc. or by voting in person at the Annual Meeting. If you provide more than one proxy, the proxy having the latest date will revoke any earlier proxy. All written notices of revocation and other communications with respect to revocations of proxies should be addressed to: Kustom Entertainment, Inc., 1475 N Winchester St, Olathe, KS 66061, telephone (913) 456-5878, Attention: Corporate Secretary.

Who is Paying for the Expenses Involved in Preparing and Mailing this Proxy Statement?

We will pay all the expenses involved in preparing, assembling, and mailing these proxy materials and all costs of soliciting proxies. In addition to the solicitation by mail, proxies may be solicited by our officers and other employees by telephone or in person. Such persons will receive no compensation for their services other than their regular salaries. Arrangements will also be made with brokerage houses and other custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the shares held of record by such persons, and we may reimburse such persons for reasonable out of pocket expenses incurred by them in so doing.

What is “Householding” and How Does It Affect Me?

Record holders who have the same address and last name will receive only one copy of the Annual Meeting materials, unless we are notified that one or more of these record holders wishes to continue receiving individual copies. This procedure will reduce our printing costs and postage fees.

If you are eligible for householding, but you and other record holders with whom you share an address receive multiple copies of the Annual Meeting materials, or if you hold Kustom Entertainment stock in more than one account, and in either case you wish to receive only a single copy of each of these documents for your household, please contact our transfer agent, NATCO, in writing: Ms. Tiffany Baxter, NATCO, 50 West Liberty Street, Suite 880, Reno NV 89501; or by telephone: (775) 322-0626; or by facsimile: (775) 322-5623.

If you participate in householding and wish to receive a separate copy of the Annual Meeting materials, or if you do not wish to continue to participate in householding and prefer to receive separate copies in the future, please contact NATCO as indicated above. Beneficial owners can request information about householding from their brokers, banks or other holders of record.

Do I Have Dissenters’ (Appraisal) Rights?

Appraisal rights are not available to Kustom Entertainment’s stockholders with any of the proposals described above to be brought before the Annual Meeting.

Stockholder List

The stockholder list as of the Record Date will be available for examination by any stockholder at our corporate office, 1475 N Winchester St, Olathe, KS 66061, beginning September 18, 2026, which is at least ten (10) business days prior to the date of the Annual Meeting and the stockholder list will be available at the Annual Meeting.

Our Voting Recommendations

Our Board of Directors recommends that you vote:

Voting Results

The preliminary voting results will be announced at the Annual Meeting. The final voting results will be calculated by our Inspector of Elections and published in our Current Report on Form 8-K, which will be filed with the SEC within four (4) business days of the Annual Meeting.

Deadline for Receipt of Rule 14a-8 Stockholder Proposals for 2027 Annual Meeting of Stockholders

As a stockholder, you may be entitled to present proposals for action at an upcoming meeting if you comply with the requirements of the proxy rules established by the SEC and our Bylaws. Stockholders wishing to present a proposal to be eligible for inclusion in the Proxy Statement and form of proxy relating to our 2027 annual meeting of stockholders must submit such proposal to us by May 24, 2027, which is the 120^th calendar day prior to the one-year anniversary date on which this Proxy Statement is expected to be first mailed to stockholders in connection with our 2027 Annual Meeting, or, if our 2027 Annual Meeting is changed by more than thirty (30) days from the anniversary date of our 2027 annual meeting, then a reasonable time before the Company begins to print and mail its proxy materials in connection with the 2027 Annual Meeting of stockholders. Any such proposals should be in compliance with our Bylaws and should be submitted to Kustom Entertainment, Inc., 1475 N Winchester St, Olathe, KS 66061, Attention: Thomas J. Heckman, Secretary.

Other Matters

Other than the proposals listed above, our Board of Directors does not intend to present any other matters to be voted on at the Annual Meeting. Our Board of Directors is not currently aware of any other matters that will be presented by others for action at the Annual Meeting. However, if other matters are properly presented at the Annual Meeting and you have signed and returned your proxy card, the proxy holders will have discretion to vote your shares on these matters to the extent authorized under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON OCTOBER 5, 2026:

Copies of our notice of Annual Meeting, Proxy Statement and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2026 Annual Report”) are available online at https://kustoment.com/.

SUMMARY TERM SHEET

This Summary Term Sheet provides an overview of material information regarding the proposed Acquisition and may not contain all of the information that is important to you. You should carefully read this entire proxy statement, including the Unit Purchase Agreement attached as Appendix A, for a more complete understanding of the Acquisition and related matters.

RISK FACTORS

You should carefully consider and evaluate all of the information contained in this Proxy Statement in evaluating the proposals to be voted on at the Annual Meeting. In particular, you should carefully consider and evaluate the risks and uncertainties described under the heading “Risk Factors” in this Proxy Statement. Stockholders are further advised that the risks described below may not be the only risks we face. Additional risks that we do not yet know of, or that we currently think are immaterial, may also negatively impact our business operations or financial results. Any of the risks and uncertainties set forth in this Proxy Statement could materially and adversely affect our business, results of operations and financial condition, which in turn could materially and adversely affect the value of our securities.

Risks Related to TFL’s Business and Industry

TFL’s business depends on consumer demand for live entertainment and related ticketing services, and changes in consumer preferences, discretionary spending, or entertainment consumption patterns could materially adversely affect its business, financial condition, results of operations, and prospects.

Demand for tickets to concerts, sporting events, theater, festivals, and other live entertainment experiences is affected by changing consumer tastes, the popularity and availability of particular artists, teams, events, venues, and entertainment formats, and consumers’ willingness to spend discretionary income on live events. Consumer preferences may shift away from the types of events available through TFL’s platform or from live entertainment generally, including toward streaming, gaming, travel, dining, or other forms of leisure and entertainment. Demand also may be adversely affected by unfavorable economic conditions, inflation, higher interest rates, fuel costs, reduced consumer confidence, unemployment, higher travel or lodging costs, public-health concerns, weather events, safety or security incidents, and other factors that reduce discretionary spending or consumers’ willingness or ability to attend events.

The supply, pricing, and desirability of tickets available through TFL’s platform may fluctuate significantly based on event schedules, the success of individual events, artist or team performance, venue capacity, cancellations, postponements, and changes in primary-market pricing or distribution practices. If consumers perceive ticket prices, fees, or other costs of attending events to be too high, or if demand for particular events declines, transaction volume and the average value of transactions on TFL’s platform may decrease. Event cancellations, postponements, relocations, or material changes to event lineups also may result in refund obligations, increased customer-service costs, disputes with buyers or sellers, and reputational harm.

TFL may not be able to accurately predict or respond promptly to changes in consumer behavior or entertainment trends. A sustained reduction in consumer demand for live entertainment, or a shift in demand away from the events or ticket categories available through TFL’s platform, could reduce ticket supply, buyer activity, transaction volume, revenue, and profitability and could materially adversely affect its business, financial condition, results of operations, and cash flows.

Changes in laws, regulations, regulatory interpretations, or enforcement priorities affecting the secondary ticket market could materially adversely affect TFL’s business, financial condition, results of operations, and prospects.

The secondary ticket market is subject to a complex and evolving regulatory environment. Federal, state, local, and foreign governments and regulatory authorities have adopted, and may in the future adopt or more actively enforce, laws and regulations affecting ticket resale, ticket-price disclosures, fees, speculative ticketing, automated ticket-purchasing software, transferability restrictions, consumer refunds, advertising and marketing practices, data privacy, anti-fraud measures, tax collection and reporting, and the operation of online marketplaces. These requirements vary across jurisdictions, may change rapidly, and may be interpreted or applied inconsistently. The secondary ticket market industry has also received significant negative media attention resulting in additional public awareness to these regulations.

New or expanded regulation could restrict or prohibit aspects of TFL’s business model, including the prices at which tickets may be resold, the fees that may be charged or how they must be disclosed, the types of tickets that may be listed or transferred, the information TFL must collect or provide to users, or the processes TFL uses to authenticate tickets, verify sellers, process payments, and handle cancellations and refunds. Regulatory actions or private litigation also could result in fines, penalties, restitution, injunctions, license restrictions, required changes to TFL’s platform or business practices, increased compliance and legal costs, reputational harm, or limitations on its ability to operate in particular jurisdictions.

In addition, ticket issuers, venues, sports leagues, artists, promoters, and primary ticketing platforms may support or implement policies, contractual restrictions, or technologies intended to limit ticket transferability or secondary-market activity. Although the enforceability of these measures may vary by jurisdiction, they could reduce the supply of tickets available through TFL’s platform, increase disputes with users or commercial counterparties, impair the reliability or timeliness of ticket delivery, and reduce consumer demand.

TFL may be unable to anticipate, comply with, or adapt operations to all applicable requirements in a timely or cost-effective manner. Any failure, or perceived failure, to comply with applicable laws or regulatory expectations could materially adversely affect TFL’s business, financial condition, results of operations, and cash flows.

TFL’s use of open-source software could subject it to licensing obligations, security vulnerabilities, intellectual-property claims, and other risks that could materially adversely affect its business, financial condition, results of operations, and prospects.

TFL uses, and expects to continue using, open-source software in its platform, products, services, internal systems, and development processes. Open-source software is generally made available under licenses that may impose obligations or restrictions on its use, modification, and distribution. Certain open-source licenses may require that software incorporating, linking to, or distributed with the applicable open-source software be made available in source-code form, be licensed under the same or compatible license terms, include specified notices, or otherwise be made available without charge.

TFL may inadvertently use open-source software in a manner that does not comply with applicable license terms, or TFL may be unable to determine with certainty the applicable licensing requirements for all open-source components used in its systems. If TFL fails to comply with an applicable open-source license, it could be required to disclose or license source code that it considers proprietary, cease using the affected software, re-engineer or replace the affected component, obtain a commercial license, or take other remedial measures. These outcomes could delay product development or deployment, disrupt TFL’s sales and services, increase costs, impair TFL’s ability to protect its intellectual property, and adversely affect its competitive position.

Open-source software also may contain security vulnerabilities, defects, or malicious code that may be identified only after deployment. Because the source code for open-source software is broadly available, vulnerabilities may be discovered and exploited by malicious actors. Although TFL maintains processes intended to identify, assess, and remediate material vulnerabilities, those processes may not identify all open-source components or vulnerabilities on a timely basis, and patches or updates may not be available, effective, or compatible with our systems. A vulnerability or defect in open-source software could result in a security incident, unauthorized access to or disclosure of data, service interruption, operational disruption, regulatory inquiry, litigation, reputational harm, or financial loss.

In addition, contributors to open-source projects may not provide warranties, indemnification, maintenance, or other protections customarily available from commercial software vendors. Third parties may also assert that open-source software used by TFL infringes, misappropriates, or otherwise violates their intellectual-property rights. Any such claims, whether or not meritorious, could require TFL to incur substantial legal and technical costs, modify or replace affected software, or pay damages or settlement amounts. Any of these events could materially adversely affect TFL’s business, financial condition, results of operations, and cash flows.

The success of TFL’s business and operations depends on the integrity of its, and other third party, computer and communications systems and infrastructure, and any failure, interruption, degradation, or inability to scale these systems could disrupt TFL’s operations, harm the user experience, and materially adversely affect its business, financial condition, results of operations, and prospects.

TFL’s business depends on the reliable, secure, and continuous operation of its websites, mobile application, ticketing platform, payment-processing capabilities, databases, cloud-based infrastructure, third-party software, and other information-technology systems. These systems are complex and may contain undetected errors, defects, vulnerabilities, or design limitations. They may also experience outages, latency, capacity constraints, data-processing failures, or other performance issues caused by software bugs, configuration errors, failed updates or releases, inadequate testing, third-party service-provider failures, telecommunications disruptions, power outages, hardware failures, cyber incidents, ransomware, phishing, malware, denial-of-service attacks, unauthorized access, natural disasters, or other events outside of its control.

Demand for TFL’s platform (including Tickets for Less) may increase substantially during high-profile events, initial ticket release, event cancellations, or other periods of elevated activity. If TFL or any third party provider’s systems cannot efficiently process increased traffic, transactions, payments, ticket listings, transfers, or customer-service requests, users may be unable to access TFL’s platform or complete transactions. Any actual or perceived unavailability, delay, error, or degradation in the performance of its systems may result in lost transactions and revenue, refund obligations, increased customer-support costs, contractual disputes, regulatory scrutiny, reputational harm, and loss of users, sellers, and business partners.

TFL must continually maintain, enhance, and update its systems to support operations, comply with evolving legal and industry requirements, address security vulnerabilities, and meet user expectations. These efforts are costly, may be time-consuming, and may not be successful. Changes to TFL’s systems, including migrations, integrations, upgrades, and the deployment of new features, may introduce new defects, security vulnerabilities, or operational disruptions.

In addition, TFL relies on third-party providers for certain critical infrastructure, software, data, payment, communications, and other services. TFL has limited control over their systems and may be unable to replace a provider promptly or on commercially reasonable terms if its services become unavailable, degraded, or discontinued. A material failure, interruption, or degradation of TFL’s software, computer, storage, or networking systems, or TFL’s inability to scale and improve those systems as TFL’s business evolves, could materially adversely affect TFL’s business, financial condition, results of operations, and cash flows.

TFL may be unable to obtain additional capital when needed, on acceptable terms, or at all, which could materially adversely affect its business, financial condition, results of operations, and prospects.

TFL’s operations and growth plans may require additional capital to fund working-capital needs, capital expenditures, product development, strategic initiatives, debt-service obligations, and other operating expenses. Its ability to obtain financing depends on numerous factors, many of which are beyond its control, including general economic and capital-market conditions, interest rates, inflation, its operating performance and financial condition, and additional regulatory factors related to the secondary ticketing industry.

TFL cannot assure you that debt, equity, or other financing will be available when needed, in sufficient amounts, or on terms acceptable to it. If debt financing is obtained, TFL may incur significant interest expense, be required to grant liens on its assets, and become subject to restrictive covenants that limit its ability to operate its business, incur additional indebtedness, make investments, pay dividends, or pursue strategic transactions. Market conditions or TFL’s financial condition may also prevent us from refinancing and such indebtedness as it becomes due or result in financing on unfavorable terms.

If TFL cannot obtain sufficient capital on a timely basis, it may be required to delay, reduce, or eliminate planned expenditures, investments, acquisitions, marketing strategies, and further software product development; sell assets on unfavorable terms; restructure its operations; or significantly curtail or discontinue some or all of its business. Any of these outcomes could materially adversely affect TFL’s business, financial condition, results of operations, cash flows, and the value of its enterprise.

Risks Related to the Acquisition

We will be subject to certain uncertainties while the Acquisition is pending, which could adversely affect our business.

Uncertainty about the effect of the Acquisition on employees and those that do business with us or invest in our securities may have an adverse effect on the Company or the trading price of our Common Stock. These uncertainties may impair our ability to attract, retain and motivate key personnel until the Acquisition is completed and for a period of time thereafter, and could cause those that transact with us to seek to change their existing business relationships with us. During the pendency of the Acquisition, management and other personnel will be required to dedicate time and attention to execution of the Acquisition, which may partially divert their attention from the Company’s business. The Company will also incur significant transaction expenses regardless of whether the Acquisition is consummated or beneficial, and such expenses may be more than anticipated, particularly if the Acquisition is not completed on the expected timeline.

We may be subject to lawsuits relating to the Acquisition, which could adversely affect our business, financial condition and operating results.

Lawsuits may be filed challenging the Acquisition, which could prevent the Acquisition from being completed, or could result in a material delay in, or the abandonment of, the Acquisition. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on our liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Acquisition, then that injunction may delay or prevent the Acquisition from being completed, which may adversely affect our business, financial position and results of operations.

The termination of the Unit Purchase Agreement could negatively impact our business.

The Unit Purchase Agreement is subject to a number of conditions that must be satisfied or waived, including the approval by the Company’s shareholders of Proposal No. 7, in each case prior to the completion of the Acquisition. These conditions to the consummation of the Unit Purchase Agreement, some of which are beyond the control of the Company, may not be satisfied or waived in a timely manner if at all, and, accordingly, the Acquisition may be delayed or may not be completed. The Unit Purchase Agreement may also be terminated under certain circumstances. If the Acquisition is not completed for any reason, the Company’s ongoing businesses and financial results may be adversely affected.

The Acquisition may be completed even though material adverse changes subsequent to the announcement of the Acquisition, such as industry-wide changes or other events, may occur.

In general, the parties to the Acquisition can refuse to complete the Acquisition if there is a material adverse change affecting the other party. However, some types of changes do not permit the Company to refuse to complete the Acquisition, even if such changes would have a material adverse effect on any of the parties involved in the Acquisition. For example, if there are changes in economic conditions, financial, credit or securities markets in general or the industries and markets in which the acquired assets are used, the Company would not have the right to refuse to complete the Acquisition. If adverse changes occur that affect the transferred assets but the parties are still required to complete the Acquisition, the Company’s share price, business and financial results after the completion of the Acquisition may suffer.

Subsequent to the consummation of the Acquisition, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and share price, which could cause you to lose some or all of your investment.

Although we have conducted due diligence on TFL, we cannot assure you that this diligence revealed all material issues that may be present in TFL’s assets, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of our and TFL’s control will not arise. As a result, we may be forced to later write down or write off transferred assets or incur impairment or other charges that could result in losses after closing of the Acquisition. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about the Company or its securities. In addition, charges of this nature may cause the Company to be unable to obtain future financing on favorable terms or at all.

The unaudited pro forma financial information included in this Proxy Statement may not be indicative of what our actual financial position or operational results would have been.

The unaudited pro forma financial information included in this Proxy Statement is presented for illustrative purposes only and is not necessarily indicative of what our actual financial position or results of operations would have been had the Acquisition been completed on the dates indicated. See the section entitled “Unaudited Pro Forma Condensed Consolidated Combined Financial Information” for more information.

We will have limited protection in the event that any of the representations and warranties made by TFL or the Sellers in the Unit Purchase Agreement ultimately proves to be inaccurate or incorrect.

The Company will have limited protection if any representation or warranty made by TFL or the Sellers in the Unit Purchase Agreement proves to be inaccurate or incorrect and such representations and warranties shall only survive for fifteen (15) months following the Closing. Accordingly, to the extent such representations or warranties are incorrect, the Company would have limited or no indemnification claims with respect thereto, may not recover any damages it may have suffered and may not have sufficient cash on hand or other resources to seek to pursue an alternative strategic transaction or avoid the dissolution and liquidation of the Company in the event that the Acquisition does not close.

We may waive one or more of the conditions to the Acquisition.

We may agree to waive, in whole or in part, some of the conditions to our obligations to complete the Acquisition, to the extent permitted by our Articles of Incorporation and applicable laws. For example, it is a condition of our obligation to close the Acquisition that TFL’s representations and warranties are true and correct in all respects as of the closing date. However, if the Board determines that it is in the stockholders’ best interest to waive any such breach, then the Board may elect to waive that condition and complete the Acquisition.

A market for our Common Stock may not continue, which would adversely affect the liquidity and price of our Common Stock.

Following the Acquisition the market price of our Common Stock may fluctuate significantly due to the market’s reaction to the Acquisition and general market and economic conditions. An active trading market for our Common Stock following the Acquisition may never develop or, if developed, it may not be sustained. In addition, the market price of our Common Stock after the Acquisition can vary due to general economic conditions and forecasts, our general business condition and the release of our financial reports. Additionally, if our Common Stock becomes delisted from Nasdaq for any reason and is relegated to the OTC Bulletin Board (an inter-dealer automated quotation system for equity securities that is not a national securities exchange), the liquidity and price of our Common Stock will be more limited than if we were quoted or listed on Nasdaq or another national securities exchange. You may be unable to sell your shares of Common Stock unless a market for our Common Stock can be established or sustained.

The Company will incur significant transaction-related costs in connection with the Acquisition.

The Company expects to incur significant nonrecurring costs associated with the Acquisition before, at, and after closing the Acquisition. The Company will also incur transaction fees and costs related to formulating and implementing post- Acquisition plans.

If the Acquisition’s benefits do not meet the expectations of investors, stockholders or financial analysts, the market price of our securities may decline.

If the benefits of the Acquisition do not meet the expectations of investors or securities analysts, the market price of our Common Stock prior and subsequent to the completion of the Acquisition may decline. The market values of our securities at the time of the Acquisition may vary significantly from their prices on the date the Unit Purchase Agreement was executed, the date of this Proxy Statement, or the date on which our stockholders vote on the Proposal No. 7.

In addition, following the Acquisition, fluctuations in the price of our Common Stock could contribute to the loss of all or part of your investment. If an active market for our Common Stock develops and continues, the trading price of our Common Stock following the Acquisition could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control.

THE ACQUISITION

Overview

On August 31, 2026, the Company entered into the Unit Purchase Agreement with TFL, the Sellers, and the Sellers’ Representative. Pursuant to the Unit Purchase Agreement and subject to the terms and conditions set forth therein, the Company has agreed to acquire all of the outstanding equity interests of TFL.

The aggregate purchase price for the Acquisition is approximately $112.0 million, consisting of (i) approximately $89.6 million in cash, subject to certain adjustments, and (ii) approximately $22.4 million in shares of the Common Stock, including shares that may become issuable following the closing. The number of shares of Common Stock issuable at closing will be determined by dividing the stock consideration amount by a per-share price equal to the volume weighted average trading price of the Common Stock for the ten consecutive trading days ending immediately prior to the closing date.

The Company will hold back a portion of the purchase price, which holdback amount shall consist of shares of restricted Common Stock having an aggregate value of $11.2 million (the “Holdback Shares”). The Holdback Shares will be issued upon achievement of a specified target EBITDA for the period beginning on the closing date and through calendar year 2027.

The Unit Purchase Agreement provides for a purchase price adjustment based primarily on TFL’s closing net debt and transaction expenses. The Company has also agreed to repay, at closing, up to $35.0 million of TFL’s outstanding indebtedness, which repayment will not result in any adjustment to the purchase price. In connection therewith, $500,000 of the purchase price will be deposited into a purchase price adjustment escrow and $1.0 million will be deposited into an indemnification escrow to secure certain obligations of the Sellers.

Reasons for the Acquisition

In evaluating the Acquisition and recommending that the Company’s stockholders vote in favor of approval of Proposals No. 4, 5, 6 and 7, the Board, in consultation with the Company’s senior management, outside legal counsel and financial advisors, considered numerous positive factors relating to the Unit Purchase Agreement, the Acquisition and the other transactions contemplated thereby including the following material factors:

In the course of reaching the determinations and decisions and making the recommendation described above, the Board, in consultation with the Company’s senior management, outside legal counsel and financial advisors, considered the risks and potentially negative factors relating to the Unit Purchase Agreement, the Acquisition and the other transactions contemplated thereby, including the following material factors:

The foregoing discussion of factors considered by the Board is not intended to be exhaustive but is a summary only of the material factors considered by the Board. In light of the variety of factors considered in connection with its evaluation of the Acquisition, the Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determinations and recommendations. Moreover, each member of the Board applied his or her own personal business judgment to the process and may have given different weight to different factors. The Board did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determination. The Board based its recommendation on the totality of the information presented.

Background of the Acquisition

The following chronology summarizes key meetings and events that led to the signing of the Unit Purchase Agreement. This chronology does not purport to catalogue every conversation of, by, with or among members of the Board, the Company’s management, the Company’s financial advisors, legal advisors or other representatives or any other person. 

On or about March 11, 2026, the Company and TFL participated in an initial teleconference to discuss the potential Acquisition, and interest in the opportunity.

On April 21, 2026, representatives of the Company contacted Roth Capital Partners, LLC (“Roth”) to discuss a potential engagement in connection with the Acquisition.

On May 18, 2026, management of the Company provided Roth with the Company’s standalone financial forecast on a continuing-operations basis, which management reconfirmed to Roth on August 29, 2026.

On June 19, 2026, the Term Sheet was signed by and between the Company and TFL.

On July 10, 2026, Sullivan & Worcester LLP, counsel to the Company (“Sullivan”) sent the initial draft Unit Purchase Agreement to Lewis Brisbois Bisgaard & Smith, LLP, counsel to TFL (“LBB”).

Between July 10, 2026, and August 31, 2026, Sullivan and LBB exchanged drafts and negotiated the terms of the definitive transaction agreements, including the Unit Purchase Agreement. Regular meetings by phone call and video conference took place during this period, some of which included the parties’ respective legal counsel and financial advisors. The terms negotiated between the parties, among others, included the representations and warranties of both the Company and TFL to be contained in the Unit Purchase Agreement, including with respect to the financial statements to be delivered at the signing of the Unit Purchase Agreement and intellectual property, the interim covenants to be contained in the Unit Purchase Agreement, including regarding the solicitation of alternative transactions, and the terms of the holdback payments.

On July 15, 2026, Sullivan was granted access to a virtual data room and conducted a diligence review of TFL. Between July 15, 2026 and August 31, 2026, Sullivan provided periodic updates to the Company regarding its due diligence findings.

On July 28, 2026, Sullivan and LBB conducted a meeting by phone call to discuss the revised Unit Purchase Agreement, including regarding the Company’s comments to the Unit Purchase Agreement regarding representations and warranties, TFL’s interim covenants and ancillary agreements and the conditions to closing.

On August 17, 2026, Sullivan organized a due diligence call with representatives of TFL, the Company and LBB, during which Sullivan interviewed TFL’s management regarding TFL’s business, operations, and potential legal and regulatory risks.

On August 19, 2026, Sullivan sent the initial draft lock-up agreement to LBB.

Between August 19, 2026 and August 21, 2026, Sullivan and LBB exchanged drafts and negotiated the terms of the lock-up agreement.

On August 27, 2026, management of TFL furnished Roth with the Adjusted EBITDA schedule of TFL, including the reconciliation of net income to Adjusted EBITDA for the years ending December 31, 2026, 2027 and 2028.

On August 28, 2026, the Company engaged Roth to act as its exclusive financial advisor in connection with the Acquisition and, at the request of the Board, to render an opinion to the Board as to the fairness, from a financial point of view, to the Company of the consideration payable pursuant to the Unit Purchase Agreement.

On August 31, 2026, the Board met to consider the terms of the Unit Purchase Agreement, the Acquisition, and the transactions contemplated thereby. At the meeting, representatives of Roth reviewed with the Board Roth’s financial analyses of the Acquisition and delivered Roth’s oral opinion, subsequently confirmed by delivery of a written opinion dated August 31, 2026. The issuance of the opinion was approved by an authorized internal fairness committee of Roth in accordance with its customary practice. Following the presentation from Roth, the Board approved the Unit Purchase Agreement and the Acquisition contemplated thereby and recommended that the Company stockholders consent to adopt and approve in all respects the Unit Purchase Agreement and the Acquisition contemplated thereby. Also, on August 31, 2026, the parties executed the Unit Purchase Agreement, and the Company issued a press release announcing the transaction prior to the commencement of trading on Nasdaq on September 1, 2026.

The parties have continued and expect to continue regular discussions and weekly calls regarding the timing to consummate the Acquisition and necessary preparation in connection therewith.

Closing and Effective Time of the Acquisition

We are working to complete the Acquisition as quickly as possible, and we expect to complete the Acquisition promptly after the Annual Meeting if the Proposals No. 4, 5, 6 and 7 are approved. However, the Company cannot assure you when or if the Acquisition will occur, including on or before the Outside Closing Date. The Acquisition is subject to other conditions, and it is possible that factors outside the control of both the Company and TFL could result in the Acquisition being completed at a later time, or not at all.

Dissenters’ and Appraisal Rights

The Company stockholders do not have dissenters’ or appraisal rights under the Nevada Revised Statutes (“NRS”) in connection with the Acquisition and will not be afforded such rights.

Accounting Treatment

Both the Company and TFL prepare their financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Company will account for the transaction as an asset purchase under the guidance provided in ASC 805-10-55-5 through ASC 805-10-55-9. The Company concluded that the consideration transferred under the Unit Purchase Agreement would be allocated primarily to a single group of similar identifiable assets comprised of the acquired assets. See “Unaudited Pro Forma Condensed Consolidated Combined Financial Information.”

Interests of the Company’s Directors and Officers in the Acquisition

The beneficial ownership of the Common Stock is as set forth in the section titled “Security Ownership of Certain Beneficial Owners and Management.” The Company expects that its directors and executive officers will vote their shares in favor of each of the proposals to be presented at the Annual Meeting.

Regulatory Approvals Required for the Acquisition

Under Nasdaq listing rule 5635(a), a company listed on Nasdaq is required to obtain stockholder approval prior to the issuance of common stock, among other things, in connection with the acquisition of another company’s assets, if the number of shares of common stock to be issued is in excess of 20% of the number of shares of common stock then outstanding. Issuance of the Closing Stock Consideration will result in the issuance of more than 20% of our issued and outstanding shares of Common Stock immediately prior to closing in connection with the Acquisition.

Under Nasdaq listing rule 5635(b), a listed company is required to obtain stockholder approval prior to the issuance of common stock that will result in a “change of control” of the company (which may be deemed to occur if, as a result of the issuance, an investor or affiliated investor group acquires, or has the right to acquire, at least 20% of the outstanding shares of common stock (or securities convertible into or exercisable for common stock) or voting power of an issuer and such ownership or voting power would be the largest ownership position of the issuer). You should note that a “change of control” as described under Nasdaq Listing Rule 5635(b) applies only with respect to the application of such rule.

Under Nasdaq listing rule 5635(d), a listed company is required to obtain stockholder approval prior to the issuance of common stock in connection with certain non-public offerings involving the sale, issuance or potential issuance by the Company of shares of common stock equal to 20% or more of the shares of common stock outstanding prior to such issuance where the price of the common stock to be issued is below the “Minimum Price.” “Minimum Price” means a price that is the lower of: (i) the Nasdaq Official Closing Price (as reflected on Nasdaq.com) immediately preceding the signing of the binding agreement; or (ii) the average Nasdaq Official Closing Price of the common stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the signing of the binding agreement. Shares of common stock issuable upon the exercise or conversion of warrants, options, debt instruments, preferred stock or other equity securities issued or granted in such non-public offerings will be considered shares issued in such a transaction in determining whether the 20% limit has been reached, except in certain circumstances such as issuing warrants that are not exercisable for a minimum of six months and have an exercise price that exceeds market value.

Accordingly, in order to ensure compliance with Nasdaq listing rule 5635(a), Rule 5635(b), and Rule 5635(d), we must obtain the approval of our stockholders for the issuance of the closing stock consideration in connection with the Acquisition.

Except as set forth above, the Acquisition and the transactions contemplated by the Unit Purchase Agreement are not subject to any additional federal or state regulatory requirement or approval, except for the Nasdaq’s approval of listing of the closing stock consideration.

Unit Purchase Agreement

General

On August 31, 2026, we entered into the Unit Purchase Agreement, pursuant to which, among other things and subject to the terms and conditions contained therein, the Company has agreed to acquire all of the outstanding equity interests of TFL.

Representations and Warranties

The Unit Purchase Agreement contains customary representations and warranties made by the Company. Specifically, the representations and warranties of the Company in the Unit Purchase Agreement (many of which are qualified by concepts of knowledge, materiality and/or dollar thresholds and are further modified and limited by confidential disclosure schedules delivered by the Company, as may or may not be specifically indicated in the text of the Unit Purchase Agreement) relate to the following subject matters, among other things:

The Unit Purchase Agreement also contains customary representations and warranties made by TFL. Specifically, the representations and warranties of TFL in the Unit Purchase Agreement (many of which are qualified by concepts of knowledge, materiality and/or dollar thresholds and are further modified and limited by confidential disclosure schedules delivered by TFL, as may or may not be specifically indicated in the text of the Unit Purchase Agreement) relate to the following subject matters, among other things:

The representations and warranties contained in the Unit Purchase Agreement (as well as the covenants described herein and set forth in the Unit Purchase Agreement) were made solely for purposes of the Unit Purchase Agreement and solely for the benefit of the parties to the Unit Purchase Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by references to the Company’s filings with the SEC and confidential disclosures, made for the purposes of allocating contractual risk among the parties to the agreements instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to stockholders. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Unit Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. The Company will provide additional disclosure in its public reports to the extent that it is aware of the existence of any material facts that are required to be disclosed under federal securities laws that might otherwise contradict the terms and information contained in the Unit Purchase Agreement and will update such disclosures as required by federal securities laws.

Covenants and Agreements

TFL has agreed to carry on its business in the ordinary course and in substantially in the manner as currently conducted, and has further agreed to, among other things, use commercially reasonable efforts to:

TFL has further agreed to, among other things, without the prior written approval of the Company, not take any of the following actions with respect to the transferred assets:

The Company has agreed to, among other things, establish a record date for a meeting of the its stockholders for the purpose of seeking a stockholder approval for the Acquisition, duly convene and give notice of the stockholders regarding the meeting as promptly as practicable and mail a proxy statement to the stockholders of the Company, and hold the stockholders meeting, and use commercially reasonable efforts to solicit the stockholders approval.

The parties to the Unit Purchase Agreement have also, among other things, agreed on the following covenants:

Post-Closing Covenants

Following the closing of the Acquisition, the parties will be subject to certain continuing obligations under the Unit Purchase Agreement, including obligations relating to the payment of any contingent stock consideration, access to books and records, further assurances and cooperation in connection with the transactions contemplated by the Unit Purchase Agreement.

In addition, following the closing:

The foregoing description is only a summary of certain post-closing obligations contained in the Unit Purchase Agreement and is qualified in its entirety by reference to the complete text of the Unit Purchase Agreement.

Closing

The Unit Purchase Agreement provides that the closing of the Acquisition will occur no later than two business days after the satisfaction or waiver of the last of the conditions to closing set forth in Article VIII of the Unit Purchase Agreement (other than those conditions that, by their nature, are to be satisfied at the closing), unless the parties otherwise agree in writing.

Conditions to Closing of the Acquisition

The obligations of the parties to complete the Acquisition are subject to the fulfilment or written waiver of certain closing conditions, including without limitation:

Further, the obligations of TFL to close are subject to the satisfaction on or before the closing date of the following conditions, including without limitation:

Further, the obligations of the Company to close are subject to the satisfaction on or before the closing date of the following conditions, including without limitation:

Termination

The Unit Purchase Agreement may be terminated:

Expenses

Except as otherwise expressly provided herein, whether or not the closing occurs, TFL and the Company shall each pay their respective expenses incurred in connection with the negotiation and execution of the Unit Purchase Agreement and the other transaction documents and the consummation of the transactions contemplated hereby and thereby.

Governing Law

All matters arising out of or relating to the Unit Purchase Agreement (including its interpretation, construction, performance and enforcement) shall be governed by and construed in accordance with the law of the State of Nevada without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any jurisdictions other than those of the State of Nevada.

Certain Related Agreements

This section describes the material provisions of certain additional agreements entered into or to be entered into pursuant to the Unit Purchase Agreement (the “Related Agreements”) but does not purport to describe all of the terms thereof or include all of the additional agreements entered into or to be entered into pursuant to the Unit Purchase Agreement. The following summary is qualified in its entirety by reference to the complete text of each of the Related Agreements. The Company’s stockholders and other interested parties are urged to read such Related Agreements in their entirety.

Lock-Up Agreement

At the closing of the Acquisition, the Sellers will enter into Lock-Up Agreements with the Company (the “Lock-Up Agreements”). Pursuant to the Lock-Up Agreements, Seller will agree that, during the period commencing at the closing and ending on the six-month anniversary of the closing (the “Restriction Period”), such Seller will not, directly or indirectly (i) offer, sell, contract to sell, pledge, hypothecate or otherwise dispose of any shares of the Common Stock or securities convertible into, exchangeable for or exercisable for Common Stock received pursuant to the Unit Purchase Agreement; (ii) exercise any registration rights with respect to the Common Stock or request the filing of any registration statement covering the Common Stock; (iii) enter into any swap, hedge or other arrangement that transfers, in whole or in part, the economic consequences of ownership of the Common Stock; or (iv) publicly announce an intention to engage in any of the foregoing transactions. Beneficial ownership will be determined in accordance with Section 13(d) of the Exchange Act.

The Lock-Up Agreements will contain customary exceptions permitting certain transfers, including transfers by gift, to immediate family members, trusts, affiliates, estate planning vehicles, beneficiaries or heirs, provided that the transferee agrees in writing to be bound by the restrictions for the remainder of the Restriction Period and specified conditions are satisfied. The Lock-Up Agreements will also permit the exercise of options and warrants, the adoption of Rule 10b5-1 trading plans that do not result in sales during the Restriction Period, and transfers to satisfy tax withholding obligations, in each case subject to the continued application of the lock-up restrictions to any securities received.

The Company’s obligation to consummate the acquisition will be conditioned upon the execution and delivery of the Lock-Up Agreements at the closing, and the Lock-Up Agreements will provide that the Company is entitled to specific performance to enforce the restrictions contained therein.

Registration Rights Agreement

At the closing of the Acquisition, the Company and the Sellers’ Representative, on behalf of the holders identified therein (the “Holders”), will enter into a Registration Rights Agreement (the “Registration Rights Agreement”). It is anticipated the Registration Rights Agreement, the Company will agree to prepare and file with the SEC a registration statement covering the resale of all shares of the Common Stock issued to the Holders pursuant to the Unit Purchase Agreement and any additional securities that constitute “Registrable Securities” thereunder. The registration statement will be filed on Form S-3, if available, or on another appropriate form, including Form S-1, and the Company will use its best efforts to cause the registration statement to be declared effective by the SEC and to maintain its effectiveness until all Registrable Securities covered thereby have been sold or otherwise become eligible for resale without registration under Rule 144.

The Registration Rights Agreement is anticipated to require the Company to keep the registration statement current, notify the Holders of material developments affecting the registration statement, maintain the qualification of the Registrable Securities under applicable securities laws, and otherwise facilitate the resale of the Registrable Securities by the Holders. The Company will bear the expenses associated with the registration of the Registrable Securities, subject to certain limited exceptions.

The Registration Rights Agreement is also anticipated to provide for customary indemnification by the Company and the Holders with respect to liabilities arising under the Securities Act in connection with the registration and resale of the Registrable Securities. In addition, the Company will be required to pay liquidated damages to the Holders upon the occurrence of certain events, including the failure to timely file or obtain effectiveness of the required registration statement or the failure to maintain the effectiveness of the registration statement as required by the Registration Rights Agreement.

Summary of Roth’s Financial Analysis

Opinion of Roth Capital Partners, LLC

Pursuant to an engagement letter dated August 28, 2026, the Company retained Roth Capital Partners, LLC (“Roth”) to act as its exclusive financial advisor in connection with the Acquisition and, at the request of the Board, to render an opinion to the Board as to the fairness, from a financial point of view, to the Company of the consideration payable by the Company pursuant to the Unit Purchase Agreement.

On August 31, 2026, at a meeting of the Board held to consider recommending the Acquisition, Roth delivered its oral opinion, confirmed by delivery of its written opinion to the Board, to the effect that, as of that date and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations set forth in the opinion, the Transaction Consideration (as defined below) payable by the Company pursuant to the Unit Purchase Agreement was fair, from a financial point of view, to the Company. The issuance of the opinion was approved by an authorized internal fairness committee of Roth in accordance with its customary practice.

The full text of Roth’s written opinion, dated August 31, 2026, to the Board is attached to this Proxy Statement as Appendix B and is incorporated by reference herein. Stockholders are urged to read the opinion carefully and in its entirety for a description of the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Roth in rendering its opinion. The Roth fairness opinion speaks only as of August 31, 2026, and is based on the information available and conditions existing as of that date. Roth has no obligation to update, revise or reaffirm its opinion based on subsequent developments, events or circumstances and expressly disclaims any responsibility to do so. The opinion addresses only the fairness, from a financial point of view, of the Transaction Consideration (as defined below) payable under the Unit Purchase Agreement and does not address the Proposed Offering, including its size, timing, pricing, structure or other terms, any compensation payable in connection therewith, or the dilutive effect of the Acquisition on the Company’s stockholders. The summary of the opinion set forth below is qualified in its entirety by reference to the full text of the opinion.

For purposes of its opinion, Roth defined the “Transaction Consideration” as the aggregate consideration payable by the Company in respect of the acquisition of TFL pursuant to the Unit Purchase Agreement, being $147,845,000, comprising the $89,600,000 Cash Consideration, the $22,400,000 Stock Consideration, the $35,000,000 Closing Net Debt Cap for which the Company is responsible and the $845,000 gross-up payable in respect of the Section 338(h)(10) election at its cap, as such terms are defined in the Unit Purchase Agreement. The Transaction Consideration does not include, and the opinion does not address, transaction expenses or any other cost or expense of the Company in connection with the Acquisition.

Roth’s opinion was directed to the Board, in its capacity as such, in connection with its evaluation of the Acquisition. It addresses only the fairness, from a financial point of view, to the Company of the Transaction Consideration, and does not constitute a recommendation to the Board as to how it should vote or act with respect to any matter relating to the Acquisition or whether to proceed with the Acquisition, nor does Roth’s opinion or the summary of its opinion and the related analyses set forth in this Proxy Statement constitute a recommendation to any stockholder of the Company as to how such stockholder should vote or act in connection with the Acquisition or on any other matter, including any proposal relating to the Acquisition, the proposed Offering or the increase in the Company’s authorized share capital.

Matters Reviewed

In arriving at its opinion, Roth, among other things:

Assumptions, Qualifications and Limitations

In conducting its review and arriving at its opinion, with the consent of the Board, Roth did not independently investigate or verify any of the foregoing information supplied or otherwise made available to Roth by or through management of the Company or of TFL, or any information or data obtained by it from public sources, and assumed and relied upon such information being accurate and complete in all material respects. Roth further relied upon the verbal and written assurances of senior management of the Company and of TFL that such information was accurate and complete in all material respects when furnished, and that they are not aware of any facts or circumstances that would make or render any of such information inaccurate, incomplete or misleading in any material respect.

With respect to the forecasts of TFL and of the Company furnished to Roth, including the Adjusted EBITDA schedule of TFL dated August 27, 2026, Roth assumed, with the consent of the Board, that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management responsible for preparing them as to future financial performance. Roth was not engaged to assess, and did not assess, the achievability of any forecast or the assumptions on which it was based, and expresses no view as to any such forecast or assumption. Roth noted in its opinion that the Adjusted EBITDA schedule of TFL is presented on a basis that does not tie to the draft audited financial statements of TFL referred to above, and that no projected balance sheet or projected statement of cash flows of TFL was furnished to it; accordingly, and with the consent of the Board, the working capital and capital expenditure assumptions used in Roth’s discounted cash flow analysis were provided by management of the Company.

Roth did not assume any responsibility for any independent valuation or appraisal of the assets or liabilities (fixed, contingent, accrued, derivative, off-balance-sheet or otherwise) of TFL or of the Company, including any pending or threatened litigation, regulatory action or administrative investigation, and was not furnished with any such valuation or appraisal. Roth did not conduct any physical inspection of the properties, assets or facilities of TFL or of the Company, did not evaluate the solvency or creditworthiness of TFL or of the Company under any applicable law relating to bankruptcy, insolvency, fraudulent transfer or similar matters, and expresses no opinion regarding the liquidation value of any entity. Roth is not a legal, tax, accounting or regulatory advisor, and expressed no opinion as to legal, tax, accounting or regulatory matters. With the consent of the Board, Roth relied upon, without independent verification, the fact that the Board and the Company have been advised by counsel and by their accounting and tax advisers as to all legal, accounting, tax and regulatory matters with respect to the Acquisition.

Roth also assumed, with the consent of the Board, that the Acquisition would be consummated substantially in accordance with the terms of the Unit Purchase Agreement, without waiver, amendment or modification of any material term, and in compliance with all applicable law and the rules and listing requirements of Nasdaq; that the representations and warranties of each party contained in the Unit Purchase Agreement are true and correct; that each party would perform on a timely basis all covenants and agreements required to be performed by it; that all conditions to the consummation of the Acquisition would be satisfied without waiver; and that the final Unit Purchase Agreement, when signed, would conform in all material respects to the draft dated August 29, 2026 reviewed by Roth.

At the direction of the Board, and for purposes of its analyses and its opinion, Roth additionally assumed that: (a) the Target EBITDA threshold applicable to the Holdback Shares (referred to as the “Holdback” in the opinion letter attached as Appendix B) under Section 2.08(a) of the Unit Purchase Agreement, which was stated as $[●] in the draft Unit Purchase Agreement reviewed by Roth, would be documented as $20,870,747, as confirmed to Roth by management of the Company; (b) the gross-up payable pursuant to Section 7.07(e) of the Unit Purchase Agreement in respect of the Section 338(h)(10) election would be payable at its cap of $845,000; (c) the Closing Net Debt Cap would be $35,000,000 and the indebtedness of TFL outstanding at Closing would be repaid in full at Closing; (d) the proposed Offering, the consummation of which is a condition to the obligations of all parties under Section 8.01 of the Unit Purchase Agreement, would be consummated on terms sufficient to fund the cash requirements of the Company at Closing; and (e) the Company would obtain the approval of its stockholders to increase its authorized share capital, and would reserve a sufficient number of shares, as contemplated by Section 8.01 of the Unit Purchase Agreement. Roth expressed no view as to whether any of those assumptions would prove correct and stated that, to the extent any of them, or any of the facts on which the opinion is based, proves to be untrue in any material respect, the opinion cannot and should not be relied upon.

Roth’s opinion was necessarily based on economic, monetary, market, financial and other conditions as they existed and could be evaluated, and the information made available to Roth, as of August 31, 2026. Although subsequent developments or events may affect various assumptions used by Roth in preparing its opinion, Roth has no obligation to update, revise or reaffirm its opinion and expressly disclaims any responsibility to do so. Roth expressed no opinion as to the underlying valuation, future performance or long-term viability of the Company, of TFL or of the combined company following the Acquisition, as to the actual value of the shares comprising the Stock Consideration, or as to the prices at which shares of the Common Stock will trade at any time. Roth’s opinion does not address any legal, regulatory, tax or accounting matters, and does not indicate that the Transaction Consideration is the best price attainable under the circumstances.

Roth also noted that, in connection with performing and rendering its services to the Company, it was not authorized to and did not solicit any expressions of interest from any other party with respect to any acquisition of, or other transaction involving, TFL, nor was it authorized to and did not solicit any expressions of interest with respect to any alternative transaction involving the Company, and Roth conducted no market check in connection with its engagement.

Matters Not Addressed by the Opinion

Roth’s opinion addresses only the fairness, as of August 31, 2026, from a financial point of view, to the Company of the Transaction Consideration payable by the Company pursuant to the Unit Purchase Agreement, and does not address any other aspect or implication of the Acquisition or of any other agreement, arrangement or understanding entered into in connection with the Unit Purchase Agreement or otherwise. Without limiting the generality of the foregoing, the opinion does not address:

Summary of Material Financial Analyses

The following is a summary of the material financial analyses performed by Roth and presented to the Board on August 31, 2026 in connection with its opinion. It does not purport to be a complete description of the financial analyses performed by Roth or of its presentation to the Board. The rendering of an opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances of the Acquisition. The order in which the analyses are described below does not represent the relative importance or weight given to those analyses by Roth, and no single analysis was determinative of Roth’s conclusion. Some of the summaries include information presented in tabular format; in order to understand Roth’s financial analyses fully, the tables must be read together with the text of each summary, as the tables alone do not constitute a complete description. Considering the data below without considering the full narrative description of the analyses, including the methodologies and assumptions underlying them, could create a misleading or incomplete view of Roth’s financial analyses underlying its opinion.

In performing its analyses, Roth made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of the Company, TFL or any other party to the Unit Purchase Agreement. Roth does not assume any responsibility if future results are materially different from those discussed. Any estimates contained in the analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those set forth below. Except where otherwise noted, all analyses were performed as at a valuation date of August 28, 2026, and all peer market data, enterprise values and consensus estimates were taken at the close on August 28, 2026.

Transaction Consideration and Implied Multiples

Roth first established the consideration on which its analyses were struck and the multiples that the consideration implies on management’s forecast of TFL.

All of the multiples above are enterprise value multiples. TFL’s indebtedness will be repaid at Closing and is captured in the Transaction Consideration through the $35.0 million Closing Net Debt Cap. The Adjusted EBITDA basis is derived from TFL management’s Adjusted EBITDA per Schedule 1, dated August 27, 2026: $17,427,782 for estimated calendar year 2026 (“CY2026E”), $19,719,493 for estimated calendar year 2027 (“CY2027E”) and $22,133,874 for estimated calendar year 2028 (“CY2028E”). Because the Calculation Period Adjusted EBITDA of $20,870,747 is exactly 100.0% of the $20,870,747 Target EBITDA threshold on TFL management’s forecast, Roth treated the $11.2 million of Holdback Shares as fully earned and presented a single implied multiple on the whole of the Transaction Consideration.

Source: Unit Purchase Agreement (Sellers Draft 08/29/26); TFL management Adjusted EBITDA schedule dated 08/27/26; Roth valuation model dated 08/31/26.

Selected Publicly Traded Comparable Companies Analysis

In order to assess how the public market values companies similar to TFL, Roth reviewed and compared certain financial and market information relating to TFL with the corresponding information for four publicly traded companies which, in the exercise of its professional judgment and based on its knowledge of the industry, Roth deemed relevant to TFL. Although none of the selected companies is identical to TFL, Roth selected these companies because they have publicly traded equity securities and were deemed similar to TFL in one or more respects, including the nature of their business operations in live event ticketing and entertainment, the presence of a secondary or primary ticket marketplace within their operations, and the availability of consensus forward revenue and EBITDA estimates. Investors should note that various factors unique to each company, including scale, geographic mix, revenue recognition and capital structure, may affect individual comparability. TFL is materially smaller than each of the selected companies and, unlike certain of them, recognizes revenue on a gross, principal basis. Roth analyzed the selected public companies below:

For TFL and each of the selected companies, Roth calculated enterprise value as of the August 28, 2026 close and enterprise value as a multiple of consensus median estimated revenue and Adjusted EBITDA for calendar years 2026 and 2027, together with each company’s estimated CY2026E EBITDA margin. The results are summarized in the following tables.

Enterprise value and estimates in millions of local reporting currency. CTS Eventim is reported in euro; the resulting multiples are currency-neutral. Source: S&P Capital IQ, market data as of 08/28/26; consensus median revenue and EBITDA estimates.

EBITDA margin is calculated on CY2026E consensus estimates. TFL’s CY2026E Adjusted EBITDA margin is 7.6% on management’s forecast. Source: S&P Capital IQ, market data as of 08/28/26.

Roth then calculated summary statistics for the selected companies and applied the resulting multiples to management’s forecast of TFL to derive implied enterprise value reference ranges for TFL. The ranges carried forward by Roth were struck from the 25th percentile to the 75th percentile of the selected companies.

Source: Roth valuation model dated 08/31/26; S&P Capital IQ, market data as of 08/28/26; TFL management Adjusted EBITDA schedule dated 08/27/26.

Selected Precedent Transactions Analysis

Roth reviewed and analyzed the financial terms, to the extent publicly available, of five closed control transactions in the live event ticketing and entertainment sector announced or completed from 2020 to the date of the opinion, which, in the exercise of its professional judgment, Roth deemed relevant. Although none of the selected transactions is identical to the Acquisition, and the target businesses differ from TFL in scale, business mix and revenue recognition, Roth selected these transactions because each involved the acquisition of control of a business operating in live event ticketing or live entertainment. No transaction identified by Roth’s screen was omitted from the range. The selected transactions were as follows:

Source: Screened closed control transactions of businesses operating in the live event ticketing and entertainment, 2020 to present. Total transaction value in $ millions.

Roth calculated summary statistics for the enterprise value to revenue multiples of all five transactions. EV / EBITDA was publicly available for only two of the five transactions, and both of those transactions involved non-ticketing targets; accordingly, Roth presented that measure on a minimum-to-maximum basis rather than as a percentile array. Because forward-period estimates were not available for the target businesses, the precedent multiples were assumed to hold constant for forward periods, and the same multiple was therefore applied to both CY2026E and CY2027E.

Two observations cannot support a percentile array, and both are non-ticketing transactions.

Source: Roth valuation model dated 08/31/26; TFL management Adjusted EBITDA schedule dated 08/27/26. Precedent multiples are assumed to hold constant for forward periods. The EV / EBITDA rows reflect two observations and are shown on a minimum-to-maximum basis.

Discounted Cash Flow Analysis

Roth performed a discounted cash flow analysis of TFL by calculating the estimated present value of the unlevered, after-tax free cash flows that TFL was forecast to generate over the period from 2026E through 2028E, based on management’s forecast of TFL, together with the estimated present value of a terminal value. Roth applied two terminal value methodologies — an EBITDA exit multiple method and a perpetuity growth method — and presented them separately rather than blending them. As noted above, no projected balance sheet or projected statement of cash flows of TFL was furnished to Roth; the working capital, maintenance capital expenditure and capitalized software development assumptions used in the analysis were provided by management of the Company.

Source: Roth valuation model dated 08/31/26. Full-year 2026E cash flow is retained and discounted at 0.1667 years, which credits cash flow arising before the 08/28/26 valuation date. Figures may not sum due to rounding.

Roth discounted the forecast cash flows and the terminal value at a weighted average cost of capital (“WACC”) of 14.6%, derived as follows.

Source: Roth valuation model dated 08/31/26; S&P Capital IQ, market data as of 08/28/26. Betas are regressed on two years of weekly total returns to August 28, 2026 against the S&P 500 and unlevered at a 26.1% tax rate. StubHub Holdings is excluded from the beta median because it had 0.94 years of trading history at the pricing date, which is insufficient for a two-year regression; it is retained in the leverage median and in the selected companies analysis above. TFL’s own indebtedness will be repaid in full at Closing, so the 6.8% capital structure is applied as a target structure and is not TFL’s actual leverage.

EBITDA exit multiple method. Roth applied exit multiples of 7.2x, 8.2x and 11.0x to TFL’s 2028E Adjusted EBITDA, being the 25th percentile, median and 75th percentile of the selected companies’ EV / CY2026E EBITDA multiples at the August 28, 2026 close.

Roth then sensitized the analysis for the discount rate and the exit multiple, holding management’s forecast constant. The grid is centered on the 14.6% WACC and spans plus or minus two percentage points.

The exit multiple method produced a range of implied enterprise values for TFL of $137.4 million to $211.2 million, being the minimum and maximum of the sensitivity grid above. Terminal value represents 82% to 87% of implied enterprise value under this method, so the result is driven principally by the exit multiple assumption rather than by the three forecast years.

Source: Roth valuation model dated 08/31/26. Exit multiples are the 25th percentile, median and 75th percentile of the selected companies’ EV / CY2026E EBITDA at the 08/28/26 close per S&P Capital IQ.

Perpetuity growth method. Roth also calculated a terminal value by growing TFL’s 2028E unlevered free cash flow of $11.4 million by one year and capitalizing it at the WACC less a perpetuity growth rate of 3.0%, 4.0% and 5.0%, discounted at 2.3333 years. The unlevered free cash flow build and the present value of the forecast period are identical to the exit multiple method above; only the terminal value differs.

The perpetuity growth method produced a range of implied enterprise values for TFL of $85.9 million to $145.6 million, being the minimum and maximum of the sensitivity grid above. The two methods differ principally because the exit multiple method capitalizes 2028E Adjusted EBITDA of $22.1 million at the public company comparables median of 8.2x, embedding the assumption that the selected companies still trade at present multiples in 2028, whereas the perpetuity method capitalizes 2028E unlevered free cash flow of $11.4 million, struck after $2.1 million of capitalized software development and $2.1 million of working capital investment.

Source: Roth valuation model dated 08/31/26. Figures may not sum due to rounding.

Other Considerations — the Company’s Standalone Position

Roth also considered the Company’s position on a standalone basis. On the standalone forecast provided to Roth on May 18, 2026 and reconfirmed by management of the Company on August 29, 2026, the Company was forecast to generate Adjusted EBITDA of $0.9 million in FY2026E and $1.5 million in FY2027E on a revenue base of approximately $21 million, compared with TFL’s forecast CY2026E Adjusted EBITDA of $17.4 million. The Company effected two reverse stock splits in 2026 — one-for-three in January and one-for-five in April, a cumulative one-for-fifteen — and its shares closed at $0.932 on August 28, 2026, again below $1.00 four months after the April split. Roth observed that the alternatives available to the Company on a standalone basis were limited to continuing as a sub-scale listed company facing a recurring bid price deficiency, pursuing a smaller acquisition, or seeking a sale of the remaining business, and that the Acquisition was the only path presented to the Board that materially changes the scale of the Company. Roth expresses no opinion as to the relative merits of the Acquisition as compared with any alternative business strategy or transaction. This consideration did not constitute a separate valuation methodology and did not result in an implied range of values for the Company.

Source: Roth valuation model dated 08/31/26; the Company’s standalone forecast provided May 18, 2026 and reconfirmed August 29, 2026; the Company’s SEC filings; S&P Capital IQ, market data as of 08/28/26.

Summary of Implied Enterprise Value Reference Ranges

The implied enterprise value reference ranges derived by Roth from each of its analyses, and their relationship to the Transaction Consideration of $147.845 million, are summarized below.

Of the ten reference ranges above, the Transaction Consideration of $147.845 million falls within three, below six and above one. The Transaction Consideration sits inside the exit multiple sensitivity grid, $10.4 million above its minimum of $137.4 million and $63.4 million below its maximum of $211.2 million. Excluding the Holdback Shares, the consideration otherwise payable would be $136.645 million.

Source: Roth valuation model dated 08/31/26, Comps, Precedents. Selected companies ranges are struck from the 25th to the 75th percentile; precedent revenue ranges are struck from the 25th to the 75th percentile of all five transactions; precedent EBITDA ranges reflect two observations on a minimum-to-maximum basis; DCF ranges are the minimum and maximum of the WACC sensitivity grids set forth above.

Roth’s Engagement and Compensation; Relationships

In connection with Roth’s engagement by the Company in respect of the Acquisition, Roth received a fee of $400,000 from the Company for rendering its opinion, together with an additional $50,000 upon the delivery of each formal affirmation of the opinion (if any) requested by the Company, neither of which was contingent upon its conclusion as to fairness or upon the consummation of the Acquisition. Roth will also receive a cash advisory fee equal to 1.25% of the Aggregate Consideration (as defined in the engagement letter) for the Acquisition, subject to a minimum of $750,000 and a credit reduction equal to the opinion fee (as set forth above), payable at the time of and as a condition to the closing of the Acquisition and therefore contingent upon its consummation. Based on the consideration reflected in Roth’s analyses, Roth currently estimates that advisory fee at approximately $1,848,000 before that credit and approximately $1,448,000 after it. The Company has agreed to indemnify Roth and its affiliates against certain liabilities and to reimburse Roth for certain expenses in connection with its services. The terms of Roth’s compensation are further described in the opinion letter attached as Appendix B.

Roth is a full service securities firm engaged in securities trading and brokerage activities, as well as providing investment banking and other financial services. In the ordinary course of business, Roth and its affiliates may acquire, hold or sell, for their own accounts and for the accounts of customers, equity, debt and other securities and financial instruments of the Company and of the other parties to the Acquisition, and accordingly may at any time hold a long or a short position in such securities. In the two years prior to the date of its opinion, Roth has not had a material relationship with, and has not received any fees from, the Company, TFL, the Sellers or their respective affiliates. Consummation of the proposed Offering is a condition to the obligations of all parties under Section 8.01 of the Unit Purchase Agreement. Subsequent to the delivery of Roth’s opinion, the Company determined that it plans to engage Roth in connection with the proposed Offering, the structure of which has not been determined, in a capacity and on terms to be determined and documented separately. As of the date of this Proxy Statement, Roth has not been engaged with respect to the Offering, no underwriting agreement, placement agency agreement or other engagement with respect to the Offering has been entered into, and the capacity and terms of any such engagement have not been agreed, and Roth has not yet received, but may in the future receive, compensation in connection with such potential engagement. Roth may in the future provide financing and other financial advisory services to the Company, TFL and their respective affiliates for which it would expect to receive compensation.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial statements have been prepared in accordance with Regulation S-X Article 11, as amended by SEC Final Rule Release No. 33-10786, Financial Disclosures about Acquired and Disposed Businesses, The unaudited pro forma condensed combined financial statements combine the historical consolidated financial statements of Kustom and TFL and illustrate the combined financial position and results of operations of the Company and TFL, after giving effect to the following transactions (collectively, the “Transactions”):

Basis of Presentation

The unaudited pro forma condensed combined balance sheet as of June 30, 2026 gives pro forma effect to the transactions as if they had occurred on June 30, 2026. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2025 and the six months ended June 30, 2026 give pro forma effect to the Transactions as if they had occurred on January 1, 2025.

The TFL Acquisition will be accounted for as a business combination under FASB ASC Topic 805, Business Combinations, with Kustom identified as the accounting acquirer. Under ASC 805, total consideration transferred will be allocated to TFL’s identifiable tangible and intangible assets acquired and liabilities assumed based on their estimated acquisition-date fair values. The preliminary purchase price allocation presented herein is based on management’s estimates and assumptions, which are subject to change as additional information becomes available and final appraisals are completed.

Description of Pro Forma Adjustments

The pro forma adjustments reflecting the accounting for the Transactions are summarized below:

1. TFL Acquisition Transaction Accounting Adjustments

Adjustments included under the “TFL Acquisition Transaction Accounting Adjustments” column give effect to the acquisition of 100% of the membership units of TFL:

Reflects a $40.0 million reduction in Kustom’s historical valuation allowance as of June 30, 2026. Based on historical taxable income generated by TFL, combined future operating projections, and the capital structure resulting from the Capital Raise, management determined that it is more likely than not that $40.0 million of Kustom’s U.S. federal and state net operating loss (“NOL”) carryforwards and other net DTAs will be realized post-closing.

The release of the valuation allowance is reflected as a balance sheet adjustment to accumulated deficit and is treated as a non-recurring adjustment; ongoing effective tax rates in the pro forma statement of operations reflect normal combined corporate operating tax provisions.

2. Capital Raise Transaction Accounting Adjustments

Adjustments included under the “Capital Raise Transaction Accounting Adjustments” column reflect the receipt and application of proceeds from the Acquisition:

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

KUSTOM ENTERTAINMENT, INC. and TFL, LLC

Unaudited Pro Forma Condensed Consolidated Balance Sheet

June 30, 2026