Financial Analysis

Note 9 Commitments and Contingencies Litigations, Claims, and Assessments The Company is periodically involved in various disputes, claims, liens and litigation matters arising out of the normal course of business. While the outcome of these disputes, claims, liens and litigation matters cannot be predicted with certainty, after consulting with legal counsel, management does not believe that the outcome of these matters will have a material adverse effect on the Companys consolidated financial position, results of operations or cash flows. Knighted Pastures, LLC On March 7, 2024, Knighted Pastures, LLC (Knighted), an AIFA stockholder, filed a complaint in the Court of Chancery of the State of Delaware (the Court) against the Company (as a nominal defendant), the members of its Board of Directors, and certain additional defendants (the Knighted Action). The complaint alleged, among other things, that the members of the Companys Board of Directors breached their fiduciary duty in connection with (1) the approval of a Share Purchase Agreement that AIFA entered into on or around December 28, 2023, (2) the approval and adoption of certain amendments to AIFAs Bylaws on or around January 5, 2024, and (3) the approval and adoption of a rights agreement on or around February 9, 2024. The Knighted Action sought both injunctive reliefs and money damages. On June 20, 2024, following expedited discovery and entry of resolutions by the Board of Directors addressing issues raised by the Kni …

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Note 8 Loans Payable AME-HK is party to a $35 million credit facility (the Credit Facility) provided by Morgan Stanley Bank Asia Limited in connection with the Companys $40 million investment in 12-month certificates of deposit with the Bank. The credit facility includes term loans, bank overdrafts, margin loans and certain other borrowings. On January 31, 2025, AME-HK borrowed 948.2 million JPY or approximately $6.2 million (USD) (Loan C) under the Credit Facility. This 12-month term loan bears interest at a fixed rate of 0.92% per annum, which was paid along with the principal at maturity on January 30, 2026. The proceeds from this loan were used on the same day to refinance an existing loan of 948.2 million JPY or approximately $6.2 million (USD) (Loan D) under the Credit Facility that was originally due to mature on March 17, 2025. On March 11, 2025, AME-HK borrowed an additional 334.9 million JPY or approximately $2.3 million (USD) (Loan E) under the Credit Facility. This 12-month term loan bears interest at a fixed rate of 0.91% per annum, which was paid along with the principal at maturity on March 11, 2026. On March 28, 2025, AME-HK borrowed an additional 1.63 billion JPY or approximately $10.9 million (USD) (Loan F) under the Credit Facility. This 12-month term loan bears interest at a fixed rate of 0.93% per annum, which was paid along with the principal at maturity on March 30, 2026. A portion of proceeds from Loan F was used on the same day to refinance an existin …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

In-person revenue was comprised of the following for the three months ended March 31, 2026 and 2025: For the Three Months Ended March 31, 2026 2025 Event revenue $ 471,832 $ 1,020,682 Sponsorship revenue 458,237 458,547 Food and beverage revenue 66,782 77,311 Ticket and gaming revenue 47,618 88,335 Merchandising revenue 7,963 11,880 Total in-person revenue $ 1,052,432 $ 1,656,755

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Recently Issued Accounting Pronouncements In November 2024, The FASB issued ASU 2024-03, Income Statement Reporting Comprehensive Income Expense Disaggregation Disclosures (Subtopic 220 04). This update requires an entity to disclose more detailed information regarding expenses for the entity. The amendments require that at each interim and the annual reporting period, the entity must disclose amounts related to purchases of inventory, employee compensation, depreciation, intangible asset amortization and depreciation, depletion, and amortization recognized as part of oil and gas- producing activities. Including the amounts, the entity is required to disclose and qualitative description of the amounts remaining in relevant expense captions, and to disclose the total amount of selling expenses and the definition of selling expenses. The amendments in this update should be applied prospectively to financial statements issued for reporting periods, and retrospectively to any prior periods presented in the financials. Although early adoption is permitted, the new guidance becomes effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Since this new ASU addresses only disclosures, the Company does not expect the adoption of this ASU to have any material effects on its financial condition, results of operations or cash flows. …

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Note 10 Segment Data Each of the Companys business segments offer different, but synergistic products and services. The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The chief operating decision maker is our Chief Executive Officer. The Chief Executive Officer assess performance for the segments and decide how to allocate resources based on segment profit or loss. The Company does not have any intra-entity sales or transfers. Further, unallocated corporate assets not directly attributable to any one of the business segments and unallocated corporate operating losses resulting from general corporate overhead expenses not directly attributable to any one of the business segments are reported separate from the Companys identified segments and included under Corporate in the tables presented below. The Companys business consists of three reportable business segments: Esports, provided through Allied Esports, including video game events and tournaments. Casual mobile gaming, provided through ZTech. Live concert promotion and events organizing, provided through Skyline. The Companys significant segment revenue and expenses for the three months ended March 31, 2026 and 2025 are as follows: For the Three Months Ended March 31, 2026 For the Three Months Ended March 31, 2025 E-sports Casual Mobile Gaming Concerts Corporate Total E-sports Casual Mobile Gaming Concerts Corporate Total Revenue In-person $ 1,052,432 $ …

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Note 2 Significant Accounting Policies There have been no material changes to the Companys significant accounting policies as set forth in the Companys audited consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (SEC) on May 22, 2026. Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for annual consolidated financial statements. In the opinion of management, the accompanying condensed consolidated financial statements include all adjustments which are considered necessary for a fair presentation of the unaudited condensed consolidated financial statements of the Company as of March 31, 2026, and for the three months ended March 31, 2026 and 2025. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the operating results for the full year ending December 31, 2026 or any other period. These unaudited condensed consolidated financial statements have been derived from the Companys accounting records and should be read in conjunction with the consolidated financial statements and notes thereto included in the Companys annual report on Form 10-K for the year ended December 31 …

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Note 11 Subsequent Events Global Resolution On April 10, 2026, the Company and Yangyang Li, its Chief Executive Officer and Chairman, in his personal capacity entered into a binding Term Sheet for Global Resolution (the Term Sheet) with Knighted and Roy Choi, the founder and managing partner of Knighted, in his personal capacity. The Term Sheet summarizes the principal terms of the global resolution between the parties regarding (i) the action initiated by Knighted against the Company and its directors in the Delaware Court of Chancery on November 12, 2024, Knighted Pastures, LLC v. Yangyang Li, et. al , C.A. No. 2024-1158-JTL (the Delaware Litigation), and (ii) the action initiated by the Company against Knighted and other defendants in the United States District Court for the Central District of California on June 11, 2025, Allied Gaming & Entertainment, Inc. v. Knighted Pastures, LLC , 2:25-CV-05312 (C.D. Cal.). Pursuant to the Term Sheet, the Company agreed to pay Knighteds fees and expenses in the Delaware Litigation totaling $5,936,738 (the Fee Award) as previously ordered by the Delaware Court of Chancery on March 10, 2026, according to the following payment schedule: (i) $1,000,000 due on May 7, 2026, (ii) $2,000,000 due on June 30, 2026, and (iii) $2,936,738 due on July 31, 2026. Interest will accrue monthly on the outstanding balance of the Fee Award beginning on April 8, 2026 at a rate of 8.75% per annum. If any payment is not made in full by the applicable due …

SubsequentEventsTextBlock · excerpt; the full note is in the filing