Restatement of Previously Issued Financial Statements (Tables)

3 Months Ended

Mar. 31, 2026

Restatement Of Previously Issued Financial Statements

Schedule of Error Corrections and Previously Issued Financial Statements

Balance Sheet (as of Dec. 31, 2025)		As Previously Reported				Adjustment				As Restated
Goodwill		$	9,061,675			$	(1,974,443	)		$	7,087,232
Intangible assets, net		$	14,648,458			$	(788,930	)		$	13,859,528
Total assets		$	55,660,225			$	(2,763,373	)		$	52,896,852
Accumulated other comprehensive Income (Loss)			264,768				47,164				311,932
Accumulated deficit		$	(284,007,361	)		$	(2,549,002	)		$	(286,556,363	)
Total SEGG stockholder’s equity			23,277,057				(2,501,838	)			20,775,219
Noncontrolling Interest			483,810				(261,535	)			222,275
Total equity		$	23,760,867			$	(2,763,373	)		$	20,997,494
Total liabilities and stockholder’ equity			55,660,225				(2,763,373	)			52,896,852

Statement of Operations (Three Months Ended March 31, 2025)		As Previously Reported				Adjustment				As Restated
Amortization expense		$	1,026,826			$	(131,488	)		$	895,338
Total operating expenses			3,541,363				(131,488	)			3,409,875
Income (Loss) from operations			(3,479,982	)			131,488				(3,348,494	)
Net Income (Loss) before income tax		$	(3,290,870	)		$	131,488			$	(3,159,382	)
Net income (loss)			(3,295,020	)			131,488				(3,163,532	)
Net Income (loss) attributable to SEGG			(3,306,468	)			131,488				(3,174,980	)
Net loss per share, basic and diluted*		$	(0.14	)		$	(9.28	)		$	(9.42	)
Weighted average common shares outstanding			23,990,699				23,653,565				337,134

*

Loss per share in the adjustment column and “As Restated” column reflect a 7 for 1 reverse split executed July 26, 2026

Internal Control Considerations

The Company alleges that the Legacy Transactions (and original financial reporting thereof) were directly caused by intentional and unlawful acts committed by Komissarov, and reflected either a continuation of the material weaknesses in internal control over financial reporting previously disclosed by the Company or represented evidence of additional material weakness specific to the pre-and early post-business-combination period. Management and the Audit Committee will evaluate the efficacy of the Company’s internal controls to determine if additional improvements are recommended in light of the Legacy Transactions. As of the date of this Report, the Company has not reached any conclusions beyond the material weaknesses previously disclosed. See Part I, Item 4, Controls and Procedures.

Completion of Inquiry and Other Matters

The Company has completed its internal inquiry into the matters described in this Note. The amounts and comparisons described above reflect the results of that inquiry but could potentially change as the Company finalizes its restatement work and completes the related audit and interim review procedures. The disclosures in this Note, together with the Company’s Current Report on Form 8-K regarding these matters, are intended to constitute the full extent of the Company’s public disclosure regarding the Legacy Transactions as of the date of this Report. Except as may otherwise be required by applicable law, it should not be inferred that the Company intends to release additional findings beyond what is described in this Note, the amended financial statements for the Correction Periods, or the restated financial statements for the Affected Reports.

Beginning with this Report on Form 10-Q for the fiscal quarter ended March 31, 2026, and for all Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K filed thereafter, the Company presents its financial statements and other financial information as if all amended and restated financial statements for the Correction Periods and the Affected Reports had already been filed, including by presenting corrected historical and comparative financial information for prior periods, rather than presenting such prior periods on an as-previously-reported (and since-superseded) basis and separately filing the corresponding amended reports for the Correction Periods and the Affected Reports at a later date. The Company has yet to file the amended Annual Reports on Form 10-K or Quarterly Reports on Form 10-Q reflecting the restatement and correction described in this Note.