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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): February 17, 2026
Sports
Entertainment Gaming Global Corporation
(Exact
name of Registrant as specified in its charter)
| Delaware |
|
001-38508 |
|
No.
81-1996183 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
| |
|
|
5049
Edwards Ranch Road, 4th Floor,
Fort Worth,
Texas |
|
|
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (737) 587-3391
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which
registered |
Common
Stock, par value $0.001 per share
|
|
SEGG
|
|
The
Nasdaq Stock Market LLC |
| Warrants
to purchase one share of common stock, each at a purchase price of $2,300.00 |
|
LTRYW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
EXPLANATORY
NOTE
On
February 23, 2026, Sports Entertainment Gaming Global Corporation (the “Company”) filed a Current Report on Form 8-K (the
“Original Report”) to report entry into materially definitive agreements and the completion of the acquisition for
controlling interest in Veloce Esports Limited, a private company in England and Wales (“Veloce”).
The Company is hereby filing this Current Report on Form 8-K/A (the “Amendment”) to amend Item 9.01 of the Original Report
to present the required financial statements and pro forma financial information. Except for the filing of such financial statements
and pro forma financial information, this Amendment does not modify or update the Original Report.
Item
9.01. Financial Statements and Exhibits.
| (a) |
Financial
Statements of Business Acquired. |
The
unaudited financial statements of Sports Entertainment Gaming Global Corporation as of and for the year ended December 31, 2025,
and the related notes are filed herewith as Exhibit 99.1 and are incorporated herein by reference.
| (b) |
Pro
Forma Financial Information. |
The
unaudited pro forma condensed combined financial statements of the Company, giving effect to the acquisition of Veloce, which includes
the unaudited pro forma condensed consolidated balance sheet as of December 31, 2025 and the unaudited pro forma condensed consolidated
statement of operations for the year ended December 31, 2025, and the related notes, are incorporated herein by reference as Exhibit
99.1 hereto.
The
pro forma financial information included in this Amendment has been presented for informational purposes only and is not necessarily
indicative of the combined financial position or results of operations that would have been realized had the acquisition of Veloce occurred
as of the dates indicated, nor is it meant to be indicative of any anticipated combined financial position or future results of operations
that the Company will experience after the acquisition of Veloce.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 10.70* |
|
Share Purchase Agreement by and between Sports Entertainment Gaming Global Corporation and Daniel Bailey for the Purchase of Veloce Esports Limited dated February 18, 2026 |
| 10.71* |
|
Share Purchase Agreement by and between Sports Entertainment Gaming Global Corporation and Darryl Eales for the Purchase of Veloce Esports Limited dated February 18, 2026 |
| 10.72* |
|
Share Purchase Agreement by and between Sports Entertainment Gaming Global Corporation and Andrew Webb for the Purchase of Veloce Esports Limited dated February 18, 2026 |
| 10.73* |
|
Share Purchase Agreement by and between Sports Entertainment Gaming Global Corporation and James Maclaurin for the Purchase of Veloce Esports Limited dated February 18, 2026 |
| 10.74* |
|
Share Purchase Agreement by and between Sports Entertainment Gaming Global Corporation and Jack Clarke for the Purchase of Veloce Esports Limited dated February 18, 2026 |
| 10.75* |
|
Share Purchase Agreement by and between Sports Entertainment Gaming Global Corporation and MPA Creative Limited for the Purchase of Veloce Esports Limited dated February 18, 2026 |
| 10.76* |
|
Share Purchase Agreement by and between Sports Entertainment Gaming Global Corporation and Crimson Swordblade Limited for the Purchase of Veloce Esports Limited dated February 18, 2026 |
| 99.1* |
|
The
unaudited pro forma condensed combined financial information of the Company, giving effect to the acquisition of Veloce Esports Limited,
which includes the unaudited pro forma condensed combined balance sheet as of December 31, 2025 and the unaudited pro forma condensed
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
Sports
Entertainment Gaming Global Corporation |
| |
|
|
| Date:
May 05, 2026 |
By: |
/s/
Robert J. Stubblefield |
| |
|
Robert
J. Stubblefield |
| |
|
Chief
Financial Officer and [Interim] CEO & President |
Exhibit
99.1
SPORTS
ENTERTAINMENT GAMING GLOBAL CORPORATION
UNAUDITED
PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
On
February 17, 2026, Sports Entertainment Gaming Global Corporation (the “Company” or “SEGG”) completed
its acquisition of a controlling interest in Veloce Esports Limited (“Veloce”), a private company
incorporated in England and Wales (“Veloce”). Upon completion of the acquisition, the Company owned 67.73%
of Veloce. The Company made an offer to certain remaining shareholders of Veloce. Accordingly, it may be possible for the
Company to acquire additional interest in Veloce resulting in a higher percentage ownership in Veloce held by the Company after the date of this Amendment.
The
following unaudited pro forma condensed combined financial statements have been prepared to provide information about the continuing
impact of the acquisition by showing how the acquisition might have affected the Company’s historical financial statements, illustrating
the scope of the change in the Company’s financial position and results of operations. These unaudited
pro forma condensed combined financial statements are derived from the historical consolidated unaudited financial statements
of the Company and Veloce. These financial statements have been adjusted, as described in the notes, to the unaudited pro forma
condensed combined financial statements.
The
unaudited pro forma condensed combined balance sheet combines the historical consolidated balance sheets of the Company and Veloce, and
has been prepared assuming the acquisition closed on December 31, 2025, and includes preliminary adjustments to reflect the events
that are directly attributable to the acquisition and factually supportable. In addition, the unaudited pro forma condensed combined
statement of operations combines the historical consolidated statements of operations of the Company and Veloce and has also been adjusted
to give effect to pro forma events that are directly attributable to the acquisition, factually supportable and expected to have
a continuing impact on the combined results. The unaudited pro forma combined statement of operations has been prepared assuming the
acquisition closed on January 1, 2025.
The
Company has prepared the unaudited pro forma combined condensed financial statements based on available information using assumptions
that it believes are reasonable. These pro forma financial statements are being provided for informational purposes only and do not claim
to represent the Company’s actual financial position or results of operations had the acquisition occurred on the date specified
nor do they project the Company’s results of operations or financial position for any future period or date. The actual results
to be reported by the Company in periods following the acquisition may differ significantly from these unaudited
pro forma combined condensed financial statements for a number of reasons. The pro forma financial statements do not account for the
cost of any restructuring activities or synergies resulting from the acquisition or other costs relating to the integration of
the two companies, or other historical acquisitions that were undertaken by the Company.
The
unaudited pro forma combined condensed financial statements were prepared using the acquisition method of accounting as outlined in Financial
Accounting Standards Board Accounting Standards Codification (“ASC”) 805, Business Combinations, with
the Company considered the acquiring entity. Based on the acquisition method of accounting, the consideration paid for Veloce
is allocated to its assets and liabilities based on their fair value as of the date of the completion of the acquisition. The
purchase price allocation and valuation is based on preliminary estimates, subject to final adjustments and provided for informational
purposes only.
These
unaudited pro forma combined condensed financial statements should be read in conjunction with the Company’s historical consolidated
financial statements and accompanying notes to be included in the Company’s Annual Report on Form 10-K for the year ended
December 31, 2025 and the historical financial statements of Veloce for the year ended December 31, 2025 contained in this Form 8-K/A.
| | |
Historical SEGG | | |
Historical Veloce | | |
Pro Forma Adjustments | | |
Pro Forma | |
| ASSETS | |
| | | |
| | | |
| | | |
| | |
| Current assets: | |
| | | |
| | | |
| | | |
| | |
| Cash | |
$ | 171,524 | | |
$ | 115,564 | | |
| | | |
$ | 287,288 | |
| Accounts receivable | |
| 677,274 | | |
| 1,620,350 | | |
| | | |
| 2,297,624 | |
| Prepaid expenses | |
| 14,322,353 | | |
| 351,807 | | |
| | | |
| 14,674,160 | |
| Inventory | |
| - | | |
| 155,059 | | |
| | | |
| 155,059 | |
| Other current assets | |
| 3,806,148 | | |
| 415,152 | | |
| (1,783,562 | ) [1] | |
| 2,437,739 | |
| Total current assets | |
| 18,977,299 | | |
| 2,658,133 | | |
| (1,783,562 | ) | |
| 19,851,870 | |
| | |
| | | |
| | | |
| | | |
| | |
| Notes receivable | |
| 2,000,000 | | |
| - | | |
| | | |
| 2,000,000 | |
| Investments | |
| 250,000 | | |
| 13,377 | | |
| | | |
| 263,377 | |
| Goodwill | |
| 9,061,675 | | |
| 11,867,834 | | |
| 41,257,101 | [2] | |
| 62,186,609 | |
| Intangible assets, net | |
| 19,270,680 | | |
| 1,248,908 | | |
| 13,752,367 | [3] | |
| 34,271,955 | |
| Property and equipment, net | |
| 1,061 | | |
| 213,139 | | |
| | | |
| 214,200 | |
| Other long-term assets | |
| 12,844,686 | | |
| - | | |
| | | |
| 12,884,686 | |
| Total assets | |
$ | 62,445,401 | | |
$ | 16,001,391 | | |
| 53,225,906 | [2,3] | |
$ | 131,672,698 | |
| | |
| | | |
| | | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | | |
| | | |
| | | |
| | |
| | |
| | | |
| | | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | | |
| | | |
| | |
| Trade payables | |
$ | 8,550,282 | | |
$ | 2,810,877 | | |
| | | |
$ | 11,361,159 | |
| Deferred revenue | |
| 142,857 | | |
| 73,519 | | |
| | | |
| 216,376 | |
| Notes payable - current | |
| 6,013,711 | | |
| - | | |
| | | |
| 6,013,711 | |
| Accrued interest | |
| 1,557,032 | | |
| - | | |
| | | |
| 1,557,032 | |
| Accrued and other expenses | |
| 13,745,949 | | |
| 616,141 | | |
| | | |
| 14,362,090 | |
| Other liabilities | |
| 2,065,537 | | |
| 2,596,424 | | |
| 12,865,198 | [4] | |
| 17,527,159 | |
| Total current liabilities | |
| 32,075,368 | | |
| 6,096,961 | | |
| 12,865,198 | | |
| 51,037,527 | |
| | |
| | | |
| | | |
| | | |
| | |
| Long-term liabilities: | |
| | | |
| | | |
| | | |
| | |
| Convertible debt, net - noncurrent | |
| - | | |
| - | | |
| | | |
| - | |
| Other long-term liabilities | |
| - | | |
| 3,525,709 | | |
| | | |
| 3,525,709 | |
| Total long-term liabilities | |
| | | |
| 3,525,709 | | |
| | | |
| 3,525,709 | |
| Commitments and contingencies | |
| - | | |
| - | | |
| | | |
| - | |
| Total liabilities | |
| 32,075,368 | | |
| 9,622,670 | | |
| 12,865,198 | | |
| 54,563,236 | |
| | |
| | | |
| | | |
| | | |
| | |
| Equity | |
| | | |
| | | |
| | | |
| | |
| | |
| | | |
| | | |
| | | |
| | |
| Common stock | |
| 6,834 | | |
| 20,515,515 | | |
| 2,465 | | |
| 9,299 | |
| Additional paid-in capital | |
| 307,012,816 | | |
| - | | |
| 20,548,274 | [5] | |
| 348,076,606 | |
| Accumulated other comprehensive loss | |
| 184,483 | | |
| - | | |
| | | |
| 184,483 | |
| Accumulated deficit | |
| (282,301,830 | ) | |
| (13,686,160 | ) | |
| | | |
| (295,987,990 | ) |
| Total Lottery.com Inc. stockholders’ equity | |
| 24,902,303 | | |
| 6,829,355 | | |
| 20,550,740 | [6] | |
| 52,282,398 | |
| Noncontrolling interest | |
| 5,467,730 | | |
| (450,635 | ) | |
| 19,809,968 | [7] | |
| 24,827,063 | |
| Total Equity | |
| 30,370,033 | | |
| 6,378,721 | | |
| 40,360,708 | [6,7] | |
| 77,109,461 | |
| | |
| | | |
| | | |
| | | |
| | |
| Total liabilities and stockholders’ equity | |
$ | 62,445,401 | | |
$ | 16,001,391 | | |
| 53,225,906 | [5,6,7] | |
$ | 131,672,698 | |
See
notes to unaudited pro forma condensed combined financial statements.
SPORTS
ENTERTAINMENT GAMING GLOBAL CORPORATION
CONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
| | |
Historical SEGG | | |
Historical Veloce | | |
Pro Forma Adjustments | | |
Pro Forma | |
| | |
| | |
| | |
| | |
| |
| Revenue | |
$ | 688,723 | | |
| 9,651,482 | | |
| | | |
$ | 10,340,205 | |
| Cost of revenue | |
| 774,823 | | |
| 5,260,452 | | |
| | | |
| 6,035,275 | |
| Gross (loss) profit | |
| (86,100 | ) | |
| 4,391,031 | | |
| | | |
| 4,304,931 | |
| | |
| | | |
| | | |
| | | |
| | |
| Operating expenses: | |
| | | |
| | | |
| | | |
| | |
| Personnel costs | |
| 2,486,928 | | |
| 2,196,525 | | |
| | | |
| 4,683,453 | |
| Professional fees | |
| 6,721,896 | | |
| 684,021 | | |
| | | |
| 7,405,917 | |
| General and administrative | |
| 4,298,704 | | |
| 777,780 | | |
| | | |
| 5,076,484 | |
| Depreciation and amortization | |
| 4,516,733 | | |
| 385,793 | | |
| | | |
| 4,902,506 | |
| Total operating expenses | |
| 18,024,261 | | |
| 4,044,118 | | |
| | | |
| 22,068,379 | |
| Loss (income) from operations | |
| (18,110,361 | ) | |
| 346,912 | | |
| | | |
| (17,763,449 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Other expenses | |
| | | |
| | | |
| | | |
| | |
| Interest expense | |
| 243,225 | | |
| 425,185 | | |
| | | |
| 668,410 | |
| Other expense (income) | |
| 780,251 | | |
| (1,077,341 | ) | |
| | | |
| (297,090 | ) |
| Total other expenses, net | |
| 1,023,476 | | |
| (652,156 | ) | |
| | | |
| 371,320 | |
| Net loss before income tax | |
| (19,133,837 | ) | |
| 995,877 | | |
| | | |
| (18,137,160 | ) |
| Income tax expense (benefit) | |
| 16,815 | | |
| - | | |
| | | |
| 16,815 | |
| Net (loss) income | |
| (19,150,652 | ) | |
| 995,877 | | |
| | | |
| (18,154,755 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Other comprehensive loss | |
| | | |
| | | |
| | | |
| | |
| Foreign currency translation adjustment, net | |
| 272,897 | | |
| - | | |
| | | |
| 272,897 | |
| Comprehensive loss (income) | |
| (18,877,755 | ) | |
| 995,877 | | |
| | | |
| (17,881,878 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net (loss) income attributable to noncontrolling interest | |
| (279,678 | ) | |
| 432,041 | | |
| | | |
| 152,363 | |
| Net loss (income) attributable to SEGG | |
$ | (18,598,077 | ) | |
| 567,027 | | |
| | | |
$ | (18,031,050 | ) |
See
notes to unaudited pro forma condensed combined financial statements.
NOTES
TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
The
unaudited pro forma condensed combined balance sheet as of December 31, 2025 combines the historical consolidated balance sheets of the
Company and Veloce and has been prepared as if the acquisition had occurred on December 31, 2025. The unaudited pro forma combined
statement of operations for the year ended December 31, 2025 combines the historical consolidated statement of operations of the Company
and Veloce and has been prepared has been prepared as if the acquisition closed on January 1, 2025. The acquisition by Veloce
of a majority stake in Quadrant (“Quadrant”), the creator-led motorsport and lifestyle brand co-founded by F1 driver and
2025 World Champion Lando Norris, took place on July 11, 2025. Accordingly, results of operations for historical Veloce only include
results of operations for Quadrant from July 11 to December 31, 2025 and not for the full year. The historical Balance Sheet for Veloce
includes all assets and liabilities of Quadrant as of December 31, 2025. The unaudited pro forma condensed combined financial statements
have also been adjusted to give effect to pro forma events that are directly attributable to the acquisition, factually supportable
and expected to have a continuing impact on the combined results.
The
acquisition was accounted for under the acquisition method of accounting in accordance with ASC 805, Business Combinations.
Under the acquisition method, the total estimated purchase price, or consideration transferred, is measured at the acquisition
closing date. The assets of Veloce have been measured based on various preliminary estimates using assumptions that the Company’s
management believes are reasonable utilizing information currently available.
The
process for estimating the fair values of identifiable intangible assets and certain tangible assets requires the use of significant
estimates and assumptions, including estimating future cash flows and developing appropriate discount rates. The excess of the purchase
price over the estimated amounts of identifiable assets of Veloce as of the effective date of the acquisition was allocated to
goodwill in accordance with the accounting guidance. The purchase accounting is subject to finalization of the Company’s analysis
of the fair value of the assets and liabilities of Veloce as of the acquisition date. Accordingly, the purchase accounting in
the unaudited pro forma combined financial statements is preliminary and will be adjusted upon completion of the final valuation. Such
adjustments could be material.
For
purposes of measuring the estimated fair value of the assets acquired as reflected in the unaudited pro forma combined financial statements,
in accordance with the applicable accounting guidance, the Company established a framework for measuring fair values. The applicable
accounting guidance defines fair value as the price that would be received to sell an asset in an orderly transaction between market
participants at the measurement date (an exit price). Market participants are assumed to be buyers and sellers in the principal or most
advantageous market for the asset or liability. Additionally, under the applicable accounting guidance, fair value measurements for an
asset assume the highest and best use of that asset by market participants. As a result, the Company may be required to value assets
of Veloce at fair value measures that do not reflect the Company’s intended use of those assets. Use of different estimates and
judgments could yield different results.
These
pro forma financial statements are being provided for informational purposes only and do not claim to represent the Company’s actual
financial position or results of operations had the acquisition occurred on the date specified nor do they project the Company’s
results of operations or financial position for any future period or date. The actual results reported by the combined company in periods
following the acquisition may differ significantly from these unaudited pro forma combined condensed financial statements for
a number of reasons. The pro forma financial statements do not account for the cost of any restructuring activities or synergies resulting
from the acquisition or other costs relating to the integration of the two companies, or other historical acquisitions that were
undertaken by the Company.
The
unaudited pro forma condensed combined financial information reflects the purchase price as follows (in thousands):
| | |
December 31, 2025 | |
| Unidentified intangible assets | |
| 13,752,367 | |
| Other net liabilities assumed | |
| 9,622,670 | |
| Net assets acquired | |
| 16,001,391 | |
| Goodwill | |
| 41,257,101 | |
| Total purchase price | |
$ | 80,633,529 | |
Under
the acquisition method of accounting, the Company estimated the fair values of the acquired tangible and intangible assets. The valuation
of the identifiable intangible assets acquired was based on management’s preliminary estimates, currently available information
and reasonable and supportable assumptions. These estimates are preliminary as the Company is still in the process of evaluating the
various assumptions used in valuing these assets. The tangible long-lived assets were recorded at their estimated fair values, which
approximates their carrying value, while the intangible long-lived assets were valued using a discounted cash flow method. In the unaudited
pro forma combined balance sheet as of December 31, 2025, the excess of the aggregate purchase price over the estimated fair value of
the tangible and intangible assets and liabilities in the amount of approximately $41.26 million was classified as goodwill. The
fair value of identifiable intangible assets that are subject to amortization after the acquisition was estimated to be $13.75
million.
The
pro forma adjustments included in the unaudited pro forma condensed combined financial statements are as follows:
For
the Balance Sheet
| (1) |
Other
current assets: Represents deposits made by SEGG to Veloce prior to the closing of the acquisition, which have been eliminated
against a corresponding liability that had been recorded by Veloce. See also (4) for Other liabilities. |
| (2) |
Goodwill:
Estimated adjustments to record goodwill resulting from the acquisition. Goodwill is not amortized but rather is assessed
for impairment at least annually or more frequently whenever events or circumstances indicate that goodwill might be impaired. |
| (3) |
Intangible Assets: Adjustments to reflect the estimated
preliminary fair values of Veloce’s identifiable intangible assets. The Company has retained a third-party valuation firm for
determination of specific identifiable intangible assets and fair value for them. These details will be reported in the upcoming
form 10-Q for the three months ended March 31, 2026. |
| (4) |
Other
liabilities: Reflects elimination of $1.7 million as described above in (1) and the recording of a liability of $12.86 million
for the cash portion of acquisition consideration which will be paid during the twelve months following the closing date. |
| (5) |
Common
Stock: Reflects the issuance of SEGG common stock as part of the acquisition consideration. |
| (6) |
Additional
paid-in-capital: Reflects the additional paid-in capital portion related to shares of SEGG common stock described in (5) above.
|
| (7) |
Noncontrolling
interest: Has been recorded for the 32.27% equity in Veloce, which has been retained by minority shareholders of Veloce. |
For the Statement of Operations
There were no transactions
between SEGG and Veloce during 2025. Accordingly, there are no inter-company eliminating adjustments; no other adjustments were identified
that would affect the Statement of Operations.
