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Form 8-K

sec.gov

8-K — Sports Entertainment Gaming Global Corp

Accession: 0001493152-26-046278

Filed: 2026-10-08

Period: 2026-09-25

CIK: 0001673481

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

Item: Other Events

Item: Financial Statements and Exhibits

Documents

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2026-09-25

2026-09-25

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): September 25, 2026

Sports

Entertainment Gaming Global Corporation

(Exact

Name of Registrant as Specified in Its Charter)

Delaware

001-38508

81-1996183

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

5049

Edwards Ranch Rd., 4th Floor, Fort Worth, Texas

76109

(Address

of Principal Executive Offices)

(Zip

Code)

(737)

787-3798

(Registrant’s

Telephone Number, Including Area Code)

Not

Applicable

(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 (see General Instruction A.2. below):

☐

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 Exchange 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 an exercise price of $16,100

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. ☐

Item

8.01 Other Events.

Sports

Entertainment Gaming Global Corporation (“SEGG” or the “Company”), formerly known as Lottery.com Inc. (“Lottery”),

and prior to its business combination with the SPAC Trident Acquisition Corp. (“Trident”) known as AutoLotto, Inc. (“AutoLotto”),

files this current report on Form 8-K (the “Current Report”) to provide certain financial information and related disclosures

associated with two connected, historical (2020 and 2021) transactions (the “Legacy Transactions”) that were planned and

executed by Vadim Komissarov, the former Chief Executive Officer of Trident (“Komissarov”), with the assistance of Lawrence

Anthony DiMatteo, Lottery’s co-founder and former Chief Executive Officer (“DiMatteo”), Matthew Clemenson, Lottery’s

co-founder and former Chief Revenue Officer (“Clemenson”) and Ryan Dickinson, Lottery’s former President and Chief

Financial Officer (“Dickinson”) (DiMatteo, Clemenson and Dickinson collectively the “Lottery Former Executives”).

The

Legacy Transactions were designed by Komissarov to be circular in nature, which on one end generated revenue using borrowed funds held

in an escrow account was held at a Massachusetts law firm, and on the other end then used that revenue to support AutoLotto’s

acquisition of Global Gaming Enterprises, Inc. (“Global Gaming”) on June 30, 2021 at an acquisition cost. Notably, on June

24, 2026, Komissarov was sentenced to three years in prison for, among other things, his involvement with the Legacy Transactions.1

Clemenson and Dickinson pleaded guilty on May 22, 2025, for, inter alia, their involvement in the Legacy Transactions.2

Both currently await sentencing. The Company’s current officers and directors had no involvement whatsoever in the

Legacy Transactions (or any of other allegations made against Komissarov, DiMatteo, Clemenson or Dickinson) and no one that participated

in the Legacy Transactions is currently employed or engaged with the Company in any manner.

Summary

of the Legacy Transactions Based on “New Information” Learned by the Company

Between

July 15, 2026, and August 7, 2026, the Company obtained sworn testimony given in depositions taken of Dickinson and Datassure’s

former CEO Jeffery Sparrow, in a matter unrelated to the Legacy Transactions (the “Depositions”) that revealed facts about

the Legacy Transactions not previously known to the Company’s current management. Based on the testimony provided during the Depositions

and additional information gained from a subsequent inquiry by the Company’s current CFO and COO (collectively, the “New

Information”), the Company believes that, in December 2020, Komissarov instructed DiMatteo, Clemenson, and Dickinson to record

a $9,000,000 transaction with Datassure as revenue and cash, despite AutoLotto’s inability to possess, access or transfer the funds

because the cash was held in a restricted escrow account at Boston Law Group P.C., a Massachusetts law firm. In particular, the New Information

evidenced that the restricted funds held in escrow at Boston Law Group belonged to an acquaintance of Komissarov and pursuant to a series

of escrow reports provided by Boston Law Group, AutoLotto purportedly received $9 million for selling customer data to Datassure and

then used that $9 million (in addition to other consideration) to purchase Global Gaming from Pan European Associates, S.R.O. (“Pan

Euro”), a Czech company created by Komissarov to conceal the spurious 2020 revenue transaction, thus returning the entire sum

of $9 million to its source, Komissarov’s acquaintance. At Komissarov’s direction and with his participation, DiMatteo,

Clemenson, and Dickinson executed and reported revenue, deferred revenue, and cash transactions in December of 2020, revenue transactions

in the first and second quarters of 2021, and then overstated the acquisition cost to $10,572,674 for Global Gaming in June of 2021 and

created documentation for AutoLotto’s books and records that subsequently led both transactions appear to be bona fide.

1 See

https://www.justice.gov/usao-sdny/pr/former-ceo-special-purpose-acquisition-company-sentenced-prison.

2 See https://news.bloomberglaw.com/litigation/two-ex-lottery-com-executives-plead-guilty-to-securities-fraud

The

Net Effect of the True Nature of the Legacy Transactions on the Correction Periods

Based

on the New Information about the Legacy Transactions recently acquired by the SEGG’s current management, the Company has

determined that certain annual and quarterly financial reports previously filed now require, among other things (see next item in

this Current Report), corrections as related to the Legacy Transactions. Namely, the Company’s previously filed annual financial

statements for the years ended December 31, 2023, December 31, 2024, and December 31, 2025, along with the quarterly financial statements

for those periods (collectively, the “Correction Periods”) shall be corrected to reflect the New Information gained and subsequent

determination made by the Company that the Legacy Transactions overstated revenue in 2020 and 2021 and created an inflated acquisition

price for Global Gaming in 2021. It is important to note that the amended financial statements for the Correction Periods 2023 through

2025 will result in lower expenses for amortization and elimination of impairment charges previously reported, which will reduce previously

reported losses and amounts for accumulated deficit. While the corrections will also decrease previously reported goodwill, intangible

assets, and total assets for these periods, the impact of the error corrections is substantially more consequential for the years ended

2020 through 2022 and management does not believe that either effect, individually or in combination, would alter a reasonable investor’s

assessment of the Company’s financial condition or results of operations for the Correction Periods, and accordingly

does not believe the previously issued financial statements for the Correction Periods should be characterized as unreliable.

For

the Correction Periods from January 1, 2023 through December 31, 2025, the error corrections reduce amortization expense and eliminate

previously recorded impairment expense related to Global Gaming. These expenses are no longer required because the restated carrying

values of the Global Gaming assets were lower on the dates the impairment analyses were performed. The resulting decreases in amortization

and impairment expense reduce previously reported operating losses and accumulated deficits for each interim Correction Period.

Balance Sheet (as of December 31, 2023)

As Previously Reported

Adjustment

As Restated

Goodwill

$ 11,227,491

$ (3,880,443 )

$ 7,347,048

Intangible assets

$ 17,681,874

$ (2,880,657 )

$ 14,801,217

Total assets

$ 64,408,563

$ (6,761,100 )

$ 57,647,463

Accumulated deficit

$ (235,132,590 )

$ (6,761,100 )

$ (241,893,690 )

Total SEGG shareholder’s equity

$ 34,495,573

$ (6,761,100 )

$ 27,734,472

Total equity

$ 36,589,618

$ (6,761,100 )

$ 29,854,901

Total liabilities and stockholder’ equity

$ 64,408,563

$ (6,761,100 )

$ 57,647,463

Statement of Operations

(Twelve Months Ended December 31, 2023)

As Previously Reported

Adjustment

As Restated

Amortization

$ 5,691,322

$ (1,051,559 )

$ 4,639,763

Total operating expenses

$ 19,002,918

$ (2,963,564 )

$ 16,039,354

Income/ (Loss) from operations

$ (17,650,643 )

$ 2,963,564

$ (14,687,079 )

Loss on Impairment of Goodwill & Intangibles

$ 7,510,000

$ (1,860,000 )

$ 5,650,000

Net Income/ (Loss) before income tax

$ (25,737,384 )

2,911,559

$ (22,885,825 )

Net income/ (Loss)

$ (25,797,384 )

$ 2,911,559

$ (22,885,825 )

Net Income/ (Loss) attributable to SEGG

$ (25,563,699 )

$ 2,911,559

$ (22,652,139 )

Net loss per share, basic and diluted*

$ (9.83 )

$ (598.93 )

$ (608.76 )

Weighted average common shares outstanding

2,596,493

(2,559,283 )

37,210

Balance Sheet (as of December 31, 2024)

As Previously Reported

Adjustment

As Restated

Goodwill

$ 9,061,675

$ (1,974,443 )

$ 7,087,232

Intangible assets

$ 12,569,165

$ (1,314,883 )

$ 11,254,282

Total assets

$ 52,942,271

$ (3,289,326 )

$ 49,652,945

Accumulated deficit

$ (263,468,728 )

$ (3,289,326 )

$ (266,758,054 )

Total SEGG shareholder’s equity

$ 20,479,912

$ (3,289,326 )

$ 17,190,585

Total equity

$ 22,544,829

$ (3,289,326 )

$ 19,255,503

Total liabilities and stockholder’ equity

$ 52,942,271

$ (3,289,326 )

$ 49,652,945

Statement of Operations

(Twelve Months Ended December 31, 2024)

As Previously Reported

Adjustment

As Restated

Amortization

$ 5,020,647

$ (748,772 )

$ 4,271,875

Total operating expenses

$ 18,907,211

$ (748,772 )

$ 18,158,439

Income/ (Loss) from operations

$ (18,269,435 )

$ 748,772

$ (17,520,663 )

Loss on Impairment of Goodwill & Intangibles

$ 4,298,002

$ (2,723,002 )

$ 1,575,000

Total other expenses, net

$ 10,520,468

$ (2,723,002 )

$ 7,797,466

Net Income/ (Loss) before income tax

$ (28,682,760 )

$ 3,471,774

$ (25,210,986 )

Net income/ (loss)

$ (28,709,075 )

$ 3,471,774

$ (25,237,301 )

Net Income/ (Loss) attributable to SEGG

$ (28,221,605 )

$ 3,471,774

$ (24,749,831 )

Net loss per share, basic and diluted*

$ (19.63 )

$ (100.89 )

$ (120.52 )

Weighted average common shares outstanding

8,637,551

(8,432,189 )

205,362

Balance Sheet (as of December 31, 2025)

As Previously Reported

Adjustment

As Restated

Goodwill

$ 9,061,675

$ (1,974,443 )

$ 7,087,232

Intangible assets

$ 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 shareholder’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

(Twelve Months Ended December 31, 2025)

As Previously Reported

Adjustment

As Restated

Amortization

$ 4,238,921

$ (525,953 )

$ 3,712,968

Total operating expenses

$ 17,652,650

$ (525,953 )

$ 17,126,697

Income/ (Loss) from operations

$ (17,867,883 )

$ 525,953

$ (17,341,930 )

Net Income/ (Loss) before income tax

$ (20,788,252 )

$ 525,953

$ (20,262,299 )

Net Income/ (Loss)

$ (20,805,067 )

$ 525,953

$ (20,279,114 )

Foreign currency translation adjustment, net

$ 280,490

$ 90,293

$ 370,783

Net Income/ (Loss) attributable to SEGG

$ (20,303,608 )

$ 616,246

$ (19,687,362 )

Net loss per share, basic and diluted*

$ (5.78 )

$ (33.42 )

$ (39.20 )

Weighted average common shares outstanding

3,515,444

(3,013,238 )

502,206

Loss

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

The

Company’s determinations described in this Item 8.01, including the determination with respect to fiscal years 2023 through 2025,

were made in consultation with the Company’s independent registered public accounting firm.

Item

4.02(a) Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

Based

on the New Information obtained by the Company, Company’s current management believes that the initial recording of $9,000,000

transaction with Datassure as deferred revenue and cash resulted in an overstatement of revenue and cash in the fourth quarter of 2020

and an overstatement of revenue recognized in the first and second quarters of 2021 and also led to overstatement of the amount reportedly

paid for the Global Gaming acquisition.

The

Net Effect of the True Nature of the Legacy Transactions on the Company’s Financials Prior to the Correction Periods

The

Company has determined that its previously filed annual financial statements for the years ended December 31, 2021, and December 31,

2022, along with the financial statements for the quarters ended March 31, 2022, June 30, 2022, and September 30, 2022, (collectively,

the “Affected Reports”) should no longer be relied upon and must be restated. This conclusion resulted from the identification

of two related accounting errors, originating in 2020 and 2021 and predating the Company’s business combination with Trident Acquisitions

Corp. in October 2021. The Company intends to restate the Affected Reports by way of amendment.

The

Company expects the accounting and reporting corrections described above to: decrease previously reported revenue, deferred revenue,

and cash at December 31, 2020; decrease revenue reported in the first and second quarters of 2021; increase the accumulated deficit reported

at December 31, 2021; decrease goodwill, intangible assets, and total assets at December 31, 2021 and in all subsequent reporting periods;

decrease expenses reported for amortization of the Global Gaming intangible assets for all reporting periods after December 31, 2021.

The Company expects the corrections to increase previously reported net loss specifically for the years ended December 31, 2020, and

December 31, 2021. It should be noted that the most significant impact of the necessary restatement affects the balance sheet and results

of operations for 2020 and 2021.

As

for the Correction Periods, the Company expects to remove impairment expenses associated with Global Gaming previously recorded that

are no longer required based on lower [restated] carrying values of the Global Gaming assets on the dates impairment analyses were performed.

Lower expenses will decrease previously reported operating losses and result in lower amounts for accumulated deficit, in each of the

years and interim periods after December 31, 2021, through and including December 31, 2025.

The

Company expects previously reported total assets and total stockholders’ equity to decrease and previously reported accumulated

deficit to increase for the years ended December 31, 2020, and December 31, 2021, notwithstanding the improvement in reported net loss

accounting periods in 2022 through 2025.

For

the Affected Reports covering December 31, 2020 through December 31, 2022, the error corrections decrease previously reported revenue,

deferred revenue, and cash as of December 31, 2020; decrease revenue reported in the first and second quarters of 2021; increase the

accumulated deficit reported as of December 31, 2021; decrease goodwill, intangible assets, and total assets as of December 31, 2021

and December 3, 2022; and decrease amortization expense for Global Gaming intangible assets in all 2022 reporting periods. The restatement’s

most significant effects are on the balance sheets and results of operations for 2020 and 2021.

Balance Sheet (as of December 31, 2020)

As Previously Reported

Adjustment

As Restated

Cash

$ 3,825,511

$ (2,000,000 )

$ 1,825,511

Restricted cash

$ 6,950,000

$ (6,950,000 )

$ -

Total current assets

$ 33,602,849

$ (8,950,000 )

$ 24,652,849

Total assets

$ 50,732,099

$ (8,950,000 )

$ 41,782,099

Deferred revenue

$ 7,763,593

$ (7,000,000 )

$ 763,593

Accrued & other expenses

$ 2,335,350

$ 50,000

$ 2,385,350

Current liabilities

$ 34,087,126

$ (7,000,000 )

$ 27,087,126

Total liabilities

$ 34,097,126

$ (7,000,000 )

$ 27,097,126

Accumulated deficit

$ (95,140,568 )

$ (2,000,000 )

$ (97,140,568 )

Total equity

$ 16,634,973

$ (2,000,000 )

$ 14,634,973

Total liabilities and stockholder’ equity

$ 50,732,099

$ (2,000,000 )

$ 41,782,099

Statement of Operations

(Twelve Months Ended December 31, 2020)

As Previously Reported

Adjustment

As Restated

Revenue

$ 7,459,514

$ (2,000,000 )

$ 5,459,514

Gross Profit

$ 4,507,099

$ (2,000,000 )

$ 2,507,099

Income/ (Loss) from operations

$ (3,710,852 )

$ (2,000,000 )

$ (5,710,852 )

Net Income/ (Loss) before income tax

$ (5,811,863 )

$ (2,000,000 )

$ (7,811,863 )

Net income/ (loss)

$ (5,812,663 )

$ (2,000,000 )

$ (7,812,663 )

Net Income/ (Loss) attributable to SEGG

$ (5,812,663 )

$ (2,000,000 )

$ (7,812,663 )

Net loss per share, basic and diluted*

$ (0.26 )

$ (241.11 )

$ (241.37 )

Weighted average common shares outstanding

22,658,006

(22,625,637 )

32,369

Balance Sheet (as of December 31, 2021)

As Previously Reported

Adjustment

As Restated

Goodwill

$ 19,590,758

$ (6,593,710 )

$ 12,997,048

Intangible assets

$ 28,710,980

$ (5,783,576 )

$ 22,927,404

Total assets

$ 104,534,006

$ (12,377,286 )

$ 92,156,720

Accumulated deficit

$ (148,188,138 )

$ (12,377,286 )

$ (160,565,424 )

Total SEGG shareholder’s equity

$ 91,220,107

$ (12,377,286 )

$ 78,842,821

Total equity

$ 94,000,199

$ (12,377,286 )

$ 81,622,913

Total liabilities and stockholder’ equity

$ 104,534,006

$ (12,377,286 )

$ 92,156,720

Statement of Operations

(Twelve Months Ended December 31, 2021)

As Previously Reported

Adjustment

As Restated

Revenue

$ 16,409,922

$ (7,000,000 )

$ 9,409,922

Gross Profit

$ 8,251,215

$ (7,000,000 )

$ 1,251,215

Amortization

$ 4,292,606

$ (525,780 )

$ 3,766,826

Total operating expenses

$ 38,129,227

$ (525,780 )

$ 37,603,447

Income/ (Loss) from operations

$ (29,878,012 )

$ (6,474,220 )

$ (36,352,232 )

Income tax expense (benefit)

$ (1,664,335 )

$ 1,664,335

$ -

Net income/ (loss)

$ (53,048,225 )

$ (8,138,555 )

$ (61,186,780 )

Net Income/ (Loss) attributable to SEGG

$ (53,048,225 )

$ (8,138,555 )

$ (61,186,780 )

Net loss per share, basic and diluted*

$ (2.04 )

$ (1,645.37 )

$ (1,647.41 )

Weighted average common shares outstanding

25,998,831

(25,961,690 )

37,141

Balance Sheet (as of December 31, 2022)

As Previously Reported

Adjustment

As Restated

Goodwill

$ 19,590,758

$ (6,593,710 )

$ 12,997,048

Intangible assets

$ 23,982,445

$ (4,732,017 )

$ 19,250,428

Total assets

$ 79,380,253

$ (11,325,727 )

$ 68,054,526

Accumulated deficit

$ (208,187,210 )

$ (11,325,727 )

$ (219,512,937 )

Total SEGG shareholder’s equity

$ 59,416,309

$ (11,325,727 )

$ 48,090,582

Total equity

$ 61,816,485

$ (11,325,727 )

$ 50,490,758

Total liabilities and stockholder’ equity

$ 79,380,253

$ (11,325,727 )

$ 68,054,526

Statement of Operations

(Twelve Months Ended December 31, 2022)

As Previously Reported

Adjustment

As Restated

Amortization

$ 5,601,374

$ (262,890 )

$ 5,338,484

Total operating expenses

$ 58,261,086

$ (1,051,559 )

$ 57,209,527

Income/ (Loss) from operations

$ (55,792,779 )

$ 1,051,559

$ (54,741,220 )

Net income/ (loss)

$ (60,383,265 )

$ 1,051,559

$ (59,331,706 )

Net Income/ (Loss) attributable to SEGG

$ (59,999,072 )

$ 1,051,559

$ (58,947,513 )

Net loss per share, basic and diluted*

$ (1.19 )

$ (80.61 )

$ (81.80 )

Weighted average common shares outstanding

50,444,493

(49,723,857 )

720,636

Loss

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

The

nature and quantitative effect of these corrections will be described in the applicable amended filings for the Affected Reports.

The

disclosures in this Current Report on Form 8-K, together with the appropriate notes to the Company’s financial statements to be

included in its amended and future filings, are intended to constitute the full extent of the Company’s public disclosure regarding

the Legacy Transactions. 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 Current Report, the amended financial statements for the Correction Periods

or restated financial statements for the Affected Reports.

Furthermore,

the Company advises that, beginning with its Quarterly 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, it intends to present 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 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.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

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

By:

/s/

Robert Stubblefield

Name:

Robert

Stubblefield

Title:

Chief

Financial Officer, Interim Chief Executive Officer, Interim President

Date:

October 8, 2026

Cautionary

Statement Regarding Forward-Looking Statements

This

Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,

and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the Company’s expectations as

to the timing, scope, nature, and effect of the restatement, the fiscal 2023–2025 corrections, and related filings described above,

the periods and financial statement line items expected to be affected, the materiality determination described in Item 8.01, and the

Company’s evaluation of its disclosure controls and procedures and internal control over financial reporting. These statements

are not guarantees of future outcomes, reflect only the Company’s current expectations, estimates, and assumptions, and are based

solely on information available to the Company as of the date of this report; they speak only as of such date and are inherently subject

to change. Such statements are subject to numerous risks and uncertainties that could cause actual results to differ materially from

those expressed or implied, including, but not exclusively the review by its independent registered public accounting firm, may

identify additional or different facts, errors, misstatements, or effects, or a different magnitude, characterization, cause, or number

of affected periods, than currently understood by the Company, including with respect to the materiality determination described in Item

8.01; that the amounts, direction, and financial statement effects of the corrections may change; that the timing, scope, form, and sequencing

of the restatement and the related amended and other filings may change; that the Company may identify one or more additional control

deficiencies or material weaknesses; that the completion of the restatement, the associated audit and interim review procedures, and

the finalization of related conclusions may be delayed; that the matters described above may give rise to, or be affected by, inquiries,

investigations, subpoenas, enforcement actions, or other proceedings by the U.S. Securities and Exchange Commission, the U.S. Department

of Justice, Nasdaq, or other governmental, regulatory, or self-regulatory authorities, as well as private litigation; and that the Company

may be subject to related consequences affecting its financial condition, reputation, and the listing or trading of its securities. Readers

are cautioned not to place undue reliance on any forward-looking statement. Except as required by applicable law, the Company undertakes

no obligation, and expressly disclaims any obligation, to update, revise, or supplement any forward-looking statement, whether as a result

of new information, future events, or otherwise.

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