SEGG 10-Q filed 2026-11-02 | Key takeaways

Veloce acquisition: The February 17, 2026 acquisition contributed a full quarter of results in Q2 versus six weeks in Q1.

Net loss: Q2 net loss of $2.46M narrowed from $3.86M loss in Q2 2025; six-month loss of $6.0M versus $7.0M prior year.

Restatement: The company disclosed Legacy Transactions involving $9M alleged fraudulent scheme by former executives, requiring restatement of 2021-2022 financials and corrections to 2023-2025 periods.

Balance sheet: Total assets grew to $121.9M from $52.9M at year-end 2025, with goodwill increasing to $59.4M from $7.1M primarily from Veloce.

Financing: The company raised $6.18M from convertible note issuances in H1 2026, including $3.5M from Amorua Global and tranches from Alumni Capital LP up to $11.76M.

Going concern: Management concluded substantial doubt exists about the company's ability to continue as a going concern given accumulated deficit of $292.8M.

Subsequent events: USA Today litigation filed July 6, 2026 regarding $16.4M advertising credits; Sports.com Predict launched publicly July 22, 2026 with 1,195 prediction markets.

The company disclosed detailed restatement related to Legacy Transactions involving a $9M alleged fraudulent scheme orchestrated by former Trident CEO Vadim Komissarov with assistance from three former Lottery executives. The scheme involved circular transactions with Datassure and Global Gaming acquisition from a Czech company created by Komissarov. Restatement affects 2021-2022 financials and corrections to 2023-2025 periods.

The Veloce acquisition (February 17, 2026) contributed a full quarter of results in Q2 2026. The company owns approximately 67.9% of Veloce's outstanding shares. Preliminary purchase price allocation shows goodwill of $46.2M and intangible assets of $15.4M from the acquisition.

USA Today litigation filed July 6, 2026 in Texas District Court against USA Today Co., Inc. regarding an advertising agreement from December 2016. The company claims approximately $16.4M of advertising media credits under the agreement. Additionally, a lawsuit previously dismissed for want of prosecution was refiled against Trident Trust and others.

Sports.com Predict launched publicly on July 22, 2026 with 1,195 prediction markets across 18 sports categories, previously on waitlist. Polymarket technology partnership announced April 28, 2026 for Sports.com Predict platform with revenue share arrangement through June 30, 2029.

The company added risk factors related to Veloce acquisition increasing exposure to digital media, advertising, sponsorship, and audience engagement risks. Demand for digital advertising may fluctuate due to economic conditions, marketing budgets, competitive pressures, and audience behavior.

New related party disclosures include: Jack Clarke promissory note (approximately $2,066) repaid as of filing; Dan Bailey's involvement with MPA Commercial Ltd and MPA Creative Ltd as related parties post-Veloce acquisition; Andrew Webb and Darryl Eales pre-existing loans to Veloce totaling approximately $2.0M and $1.3M respectively; executive payroll notes to Gregory Potts ($258,448) and Robert Stubblefield ($291,485) bearing 10% interest.