UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2025~~2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission file number: 001-38226

~~ALLIED~~ALL ~~GAMING~~IN &FUTURETECH ~~ENTERTAINMENT~~ALLIANCE, INC.

(FORMERLY KNOWN AS ALLIED GAMING & ENTERTAINMENT INC.)

(Exact Name of Registrant as Specified in Its Charter)

Delaware		82-1659427
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

745 Fifth Ave, Suite 500

New York, NY 10151

(Address of principal executive offices)

(646) 768-4240

(Issuer’s telephone number)

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 ~~AGAE~~AIFA NASDAQ Capital Market

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~November~~June 1412, ~~2025~~2026, 386,~~014~~377,~~430,~~521 shares of common stock, par value $0.0001 per share, were outstanding.

~~ALLIED~~ALL ~~GAMING~~IN &FUTURETECH ~~ENTERTAINMENT~~ALLIANCE, INC.

Index to Condensed Consolidated Financial Statements

PART I FINANCIAL INFORMATION		1	1
ITEM 1.	Financial Statements.	1	1
Condensed Consolidated Balance Sheets as of September 30, 2025 (unaudited) and December 31, 2024		1
Condensed Consolidated Balance Sheets as of March 31, 2026 (unaudited) and December 31, 2025			1
Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024		2
Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 2025			2
Unaudited Condensed Consolidated Statements of Comprehensive Loss for the Three and Nine Months Ended September 30, 2025 and 2024		3
Unaudited Condensed Consolidated Statements of Comprehensive Loss for the Three Months Ended March 31, 2026 and 2025			3
Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Nine Months Ended September 30, 2025 and 2024		4
Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2026 and 2025			4
Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024		5
Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025			5
Notes to Unaudited Condensed Consolidated Financial Statements		7	7
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	28	25
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk.	37	30
ITEM 4.	Controls and Procedures.	37	30
PART II - OTHER INFORMATION		38	31
ITEM 1.	Legal Proceedings.	38	31
ITEM 1A.	Risk Factors.	39	31
ITEM 2.	Unregistered Sales of Equity and Use of Proceeds.	39	33
ITEM 3.	Defaults Upon Senior Securities.	39	33
ITEM 4.	Mine Safety Disclosures.	39	33
ITEM 5.	Other Information.	39	33
ITEM 6.	Exhibits.	40	33
SIGNATURES		41	34

PART I FINANCIAL INFORMATION

Item 1. Financial Statements

~~ALLIED~~ALL ~~GAMING~~IN &FUTURETECH ~~ENTERTAINMENT~~ALLIANCE, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

	September 30,			December 31,
	March 31,			December 31,
	2025			2024
	2026			2025
	(unaudited)
Assets
Current Assets
Cash and cash equivalents	$	154,~~447~~290,~~131~~803		$	5911,~~242~~844,~~802~~107
Short-term investments (at fair value, except for $0.0 and $8.8 million at September 30, 2025 and December 31, 2024, respectively)		38,347,847			8,800,000
Short-term investments		26,723,790			37,664,254
Marketable securities		2387,~~155,326~~778			31,~~483~~334,~~211~~719
Interest receivable		1,~~162~~844,~~334~~534			~~709~~1,~~539~~407,660
Accounts receivable		~~263~~902,~~836~~581			~~708~~491,~~804~~640
Loans receivable		24,422,144			17,629,915
Other receivable		500,000			2,400,000
Deposits, current portion		-			3,700,000
Loans receivable		20,168,266			21,127,870
Prepaid expenses and other current assets		1286,~~271,680~~030			~~471~~505,~~361~~550
Total Current Assets		8355,~~070~~103,~~298~~782			9476,~~745~~775,~~632~~800
Property and equipment, net		2381,~~445,178~~389			3373,~~000,082~~949
Digital assets		~~356~~68,~~017~~229			49260,~~300~~652
Intangible assets, net		41,~~784~~828,~~574~~831			51,~~115~~909,~~686~~535
Land use rights, net		34,~~936~~024,~~987~~020			-4,001,016
Deposits, non-current portion		2730,~~794,787~~568			2493,~~614,462~~728
Operating lease right-of-use asset		3622,~~461,846~~382			4666,~~365,718~~523
Investment in unconsolidated affiliate		3,051,300			-3,051,300
Goodwill		2,~~866~~249,~~596~~206			2,~~796~~248,~~379~~074
Total Assets	$	~~106~~68,~~767~~059,~~583~~707		$	~~112~~89,~~687~~780,~~259~~577
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable	$	7,~~053~~628,~~442~~603		$	17,~~322~~019,~~140~~840
Accrued expenses and other current liabilities		29,~~278~~296,~~651~~264			17,~~151~~515,~~407~~672
Deferred revenue		~~302~~91,~~429~~834			~~656~~218,~~382~~275
Operating lease liability, current portion		1,~~655~~705,~~533~~410			1,~~591~~694,~~475~~951
Loans payable		3514,~~141~~376,~~453~~971			2533,~~756~~140,~~757~~009
Total Current Liabilities		4633,~~431~~099,~~508~~082			3049,~~478~~588,~~161~~747
Operating lease liability, non-current portion		21,~~763~~978,~~687~~337			42,~~008~~408,~~473~~227
Deferred tax liability		~~670~~134,~~743~~080			~~670~~134,~~743~~080
Total Liabilities		4935,~~865~~211,~~938~~499			3552,~~157~~131,~~377~~054
Commitments and Contingencies (Note 12)
Stockholders’ Equity
Preferred stock, $0.0001 par value, 1,000,000 shares authorized, Series A Preferred stock, $0.0001 par value, 50,000 shares designated, none issued and outstanding		-			-
Common stock, $0.0001 par value; 100,000,000 shares authorized, 40,294,728 and 46,385,798 shares issued at September 30, 2025 and December 31, 2024, and 38,014,430 and 44,105,500 shares outstanding at September 30, 2025 and December 31, 2024, respectively		4,029			4,639
Common stock, $0.0001 par value; 100,000,000 shares authorized, 6,929,542 and 7,044,588 shares issued at March 31, 2026 and December 31, 2025 and 6,549,493 and 6,664,538 shares outstanding at March 31, 2026 and December 31, 2025, respectively		654			666
Additional paid in capital		~~199~~200,~~996~~001,~~860~~646			~~205~~200,~~948~~001,~~565~~634
Accumulated deficit		(~~145~~168,~~347~~320,~~733~~557	)		(~~130~~163,~~428~~125,~~314~~676	)
Accumulated other comprehensive income		~~422~~883,~~555~~295			~~180~~573,~~002~~024
Treasury stock, at cost, 2,280,298 shares at September 30, 2025 and December 31, 2024, respectively		(2,694,075	)		(2,694,075	)
Treasury stock, at cost, 380,050 shares at March 31, 2026 and December 31, 2025		(2,694,075	)		(2,694,075	)
Total Allied Gaming & Entertainment Inc. Stockholders’ Equity		5229,~~381~~870,~~636~~963			7334,~~010~~755,~~817~~573
Non-controlling interest		42,~~520~~977,~~009~~245			42,~~519~~893,~~065~~950
Total Stockholders’ Equity		5632,~~901~~848,~~645~~208			7737,~~529~~649,~~882~~523
Total Liabilities and Stockholders’ Equity	$	~~106~~68,~~767~~059,~~583~~707		$	~~112~~89,~~687~~780,~~259~~577

The accompanying notes are an integral part of these condensed consolidated financial statements.

~~ALLIED~~ALL ~~GAMING~~IN &FUTURETECH ~~ENTERTAINMENT~~ALLIANCE, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(unaudited)

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	For the Three Months Ended
	2025			2024			2025			2024
	March 31,
Revenues:
	2026			2025
In-person	$	1,008,983		$	1,345,484		$	3,826,733		$	3,518,044
Revenues:
Multiplatform content		67			71			204			182
In-person	$	1,052,432		$	1,656,755
Casual mobile gaming		837,862			817,986			2,214,593			3,664,244
Multiplatform content		53			57
Total Revenues		1,846,912			2,163,541			6,041,530			7,182,470
Casual mobile gaming		500,779			618,323
Costs and Expenses:
Total Revenues		1,553,264			2,275,135
In-person (exclusive of depreciation and amortization)		613,711			682,652			2,091,982			1,820,818
Costs and Expenses:
Casual mobile gaming (exclusive of depreciation and amortization)		732,802			700,918			2,051,374			3,198,988
In-person (exclusive of depreciation and amortization)		330,001			860,554
Research and development expenses		174,774			158,162			522,627			526,906
Casual mobile gaming (exclusive of depreciation and amortization)		487,521			582,190
Selling and marketing expenses		78,989			90,512			200,647			198,561
Research and development expenses		208,000			180,946
General and administrative expenses		7,176,192			1,308,346			18,675,907			9,399,828
Selling and marketing expenses		10,967			39,987
Depreciation and amortization		404,862			403,524			1,177,012			1,183,692
General and administrative expenses		3,787,108			5,480,643
Total Costs and Expenses		9,181,330			3,344,114			24,719,549			16,328,793
Depreciation and amortization		249,215			382,438
Loss From Operations		(7,334,418	)		(1,180,573	)		(18,678,019	)		(9,146,323	)
Total Costs and Expenses		5,072,812			7,526,758
Other (Expense) Income:
Loss From Operations		(3,519,548	)		(5,251,623	)
Other (expense) income, net		324,365			(827	)		292,273			414
Other (Expense) Income:
Realized gain on investment in money market fund		26,825			-			412,934			-
Other (expense) income, net		199			24,302
Loss on escrow settlement		-			(3,000,000	)		-			(3,000,000	)
Realized gain on investment in money market fund		-			366,521
(Loss) gain on investment in marketable securities and short-term investments		(113,830	)		-			398,763			-
(Loss) on investment in marketable securities, derivative and short-term investments		(1,633,664	)		(275,276	)
(Loss) gain on foreign currency transactions, net		~~281~~(954,~~754~~266	)		(1565,~~213,446~~296	)		~~(819,287~~	)		~~(862,012~~	)
Change in fair value of digital assets		52(65,~~510~~234	)		-(62,820	)		~~17,289~~			-
Interest income, net		1936,~~363,810~~783			1864,~~033,362~~305			~~3,243,209~~			~~2,934,035~~
Total Other (Expense) Income		(1,~~935~~716,~~434~~182	)		(3351,~~180,911~~736	)		~~3,545,181~~			~~(927,563~~	)
Pre-Tax Loss		(5,~~398~~235,~~984~~730	)		(4,~~361~~899,~~484~~887	)		~~(15,132,838~~	)		~~(10,073,886~~	)
Income tax benefit		-			~~332,862~~-			-			~~332,862~~
Net Loss		(5,~~398~~235,~~984~~730	)		(4,~~028~~899,~~622~~887	)		~~(15,132,838~~	)		~~(9,741,024~~	)
Less: net loss attributable to non-controlling interest		(3740,~~755~~849	)		(~~681~~63,403	)		~~(123,991~~	)		~~(210,715~~	)
Net Loss Attributable to Common Stockholders	$	(5,~~361~~194,~~229~~881	)	$	(4,~~027~~836,~~941~~484	)	$	~~(15,008,847~~	)	$	~~(9,530,309~~	)
Net Loss per Common Share
Basic and Diluted	$	(0.1483	)	$	(0.1167	)	$	~~(0.37~~	)	$	~~(0.24~~	)
Weighted Average Number of Common Shares Outstanding:
Basic and Diluted		386,~~167~~229,~~484~~522			377,~~219~~251,~~904~~454			~~40,900,281~~			~~39,753,952~~

The accompanying notes are an integral part of these condensed consolidated financial statements.

~~ALLIED~~ALL IN ~~GAMING~~FUTURETECH &ALLIANCE, ~~ENTERTAINMENT~~ INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Loss

(unaudited)

	For the Three Months Ended						~~For the Nine Months Ended~~
	September 30,						September 30,
	March 31,
	2025			2024			2025			2024
	2026			2025
Net Loss	$	(5,~~398~~235,~~984~~730	)	$	(4,~~028~~899,~~622~~887	)	$	~~(15,132,838~~	)	$	~~(9,741,024~~	)
Other comprehensive income (loss):
Foreign currency translation adjustments		~~116~~434,~~574~~415			~~619~~70,~~228~~381			~~367,489~~			~~178,258~~
Total comprehensive loss		(54,~~282~~801,~~410~~315	)		(34,~~409~~829,~~394~~506	)		~~(14,765,349~~	)		~~(9,562,766~~	)
Less: Net loss attributable to non-controlling interest		~~(37~~40,~~755~~849	)		~~(681~~63,403	)		~~(123,991~~	)		~~(210,715~~	)
Less: Other comprehensive income (loss) attributable to non-controlling interest		33,067			371,536			124,936			106,909
Less: Other comprehensive (income) loss attributable to non-controlling interest		(124,144	)		(42,129	)
Comprehensive Loss Attributable to Common Stockholders	$	(54,~~277~~884,~~722~~610	)	$	(34,~~780~~808,~~249~~232	)	$	~~(14,766,294~~	)	$	~~(9,458,960~~	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

~~ALLIED~~ALL ~~GAMING~~IN &FUTURETECH ~~ENTERTAINMENT~~ALLIANCE, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Changes in Stockholders’ Equity

For The Three Months Ended March 31, 2026 and 2025

(unaudited)

	For The Three and Nine Months Ended September 30, 2025
	For The Three Months Ended March 31, 2026
	Common Stock						Treasury Stock					Additional Paid-in			Accumulated Other Comprehensive		Accumulated			~~Allied~~All ~~Gaming~~In &FutureTech ~~Entertainment~~Alliance Inc. Stockholders’			Non- Controlling			Total Stockholders’
	Shares			Amount			Shares		Amount			Capital			Income		Deficit			Equity			Interest			Equity
Balance - January 1, 2025		46,385,798		$	4,639			2,280,298	$	(2,694,075	)	$	205,948,565		$	180,002	$	(130,428,314	)	$	73,010,817		$	4,519,065		$	77,529,882
Balance - January 1, 2026		6,664,538		$	666			380,050	$	(2,694,075	)	$	200,001,634		$	573,024	$	(163,125,676	)	$	34,755,573		$	2,893,950		$	37,649,523
Stock-based compensation:
Cancellation of restricted stock		(115,046	)		(12	)		-		-			12			-		-			-			-			-
Restricted common stock		-			-			-		-			179,025			-		-			179,025			-			179,025
Net loss		-			-			-		-			-			-		(5,194,881	)		(5,194,881	)		(40,849	)		(5,235,730	)
Stock options		-			-			-		-			9,411			-		-			9,411			-			9,411
Other comprehensive income (loss)		-			-			-		-			-			310,271		-			310,271			124,144			434,415
Shares withheld for employee payroll tax		(86,618	)		(9	)		-		-			(89,207	)		-		-			(89,216	)		-			(89,216	)
Balance - March 31, 2026		6,549,492		$	654			380,050	$	(2,694,075	)	$	200,001,646		$	883,295	$	(168,320,557	)	$	29,870,963		$	2,977,245		$	32,848,208
Cumulative effect adjustment upon adoption of ASU 2023-08		-			-			-		-			-			-		89,428			89,428			-			89,428
Net loss		-			-			-		-			-			-		(4,836,484	)		(4,836,484	)		(63,403	)		(4,899,887	)
Other comprehensive income		-			-			-		-			-			42,129		-			42,129			28,252			70,381
Balance - March 31, 2025		46,299,180			4,630			2,280,298		(2,694,075	)		206,047,794			222,131		(135,175,370	)		68,405,110			4,483,914			72,889,024
Stock-based compensation:
Restricted common stock		-			-			-		-			183,993			-		-			183,993			-			183,993
Stock options		-			-			-		-			6,769			-		-			6,769			-			6,769
Cancelation of common stock previously issued pursuant to a Securities Purchase Agreement		(6,000,000	)		(600	)		-		-			(6,351,628	)		-		-			(6,352,228	)		-			(6,352,228	)
Net (loss) income		-			-			-		-			-			-		(4,811,134	)		(4,811,134	)		(22,833	)		(4,833,967	)
Other comprehensive income		-			-			-		-			-			116,917		-			116,917			63,616			180,533
Balance - June 30, 2025		40,299,180			4,030			2,280,298		(2,694,075	)		199,886,928			339,048		(139,986,504	)		57,549,427			4,524,697			62,074,124
Stock-based compensation:
Restricted common stock		-			-			-		-			110,198			-		-			110,198			-			110,198
Stock options		-			-			-		-			5,030			-		-			5,030			-			5,030
Shares withheld for employee payroll tax		(4,452	)		(1	)							(5,296	)		-		-			(5,297	)		-			(5,297	)
Net loss		-			-			-		-			-			-		(5,361,229	)		(5,361,229	)		(37,755	)		(5,398,984	)
Other comprehensive (loss) income		-			-			-		-			-			83,507		-			83,507			33,067			116,574
Balance - September 30, 2025		40,294,728		$	4,029			2,280,298	$	(2,694,075	)	$	199,996,860		$	422,555	$	(145,347,733	)	$	52,381,636		$	4,520,009		$	56,901,645

	For The Three and Nine Months Ended September 30, 2024
	For The Three Months Ended March 31, 2025
	Common Stock						Treasury Stock					Additional Paid-in			~~Subscription~~Accumulated Other Comprehensive			Accumulated ~~Other Comprehensive~~			~~Accumulated~~All In FutureTech Alliance Inc. Stockholders’			~~Allied~~Non- ~~Gaming & Entertainment Inc. Stockholders’~~Controlling			~~Non-~~Total ~~Controlling~~Stockholders’			~~Total Stockholders’~~
	Shares			Amount			Shares		Amount			Capital			~~Receivable~~Income			~~Income~~Deficit			~~Deficit~~Equity			~~Equity~~Interest			~~Interest~~Equity			~~Equity~~
Balance - January 1, 2024		39,085,470		$	3,909			2,279,784	$	(2,693,653	)	$	198,677,132		$	-		$	433,565		$	(113,671,029	)	$	82,749,924		$	10,658,117		$	93,408,041
Balance - January 1, 2025		7,730,966		$	773			380,050	$	(2,694,075	)	$	205,952,431		$	180,002		$	(130,428,314	)	$	73,010,817		$	4,519,065		$	77,529,882
Stock-based compensation:
Restricted common stock		1,460,000			146			-		-			458,374			-			-			-			458,520			-			458,520
Common stock		-			-			-		-			-			-			-			-			-			-
Stock options		-			-			-		-			13,080			-			-			-			13,080			-			13,080
Restricted common stock		-			-			-		-			179,025			-			-			179,025			-			179,025
Shares withheld for employee payroll tax		(80,373	)		(8	)		-		-			(84,176	)		-			-			-			(84,184	)		-			(84,184	)
Stock options		-			-			-		-			9,411			-			-			9,411			-			9,411
Issuance of common stock pursuant to a Share Purchase Agreement		7,330,000			733			-		-			6,596,267			(4,597,000	)		-			-			2,000,000			-			2,000,000
Shares withheld for employee payroll tax		(14,436	)		(1	)		-		-			(89,215	)		-			-			(89,216	)		-			(89,216	)
Net loss		-			-			-		-			-			-			-			(1,699,110	)		(1,699,110	)		(130,341	)		(1,829,451	)
Cumulative effect adjustment upon adoption of ASU 2023-08		-			-			-		-			-			-			89,428			89,428			-			89,428
Other comprehensive loss		-			-			-		-			-			-			(133,685	)		-			(133,685	)		(200,644	)		(334,329	)
Net loss		-			-			-		-			-			-			(4,836,484	)		(4,836,484	)		(63,403	)		(4,899,887	)
Balance - March 31, 2024		47,795,097			4,780			2,279,784		(2,693,653	)		205,660,677			(4,597,000	)		299,880			(115,370,139	)		83,304,545			10,327,132			93,631,677
Other comprehensive loss		-			-			-		-			-			42,129			-			42,129			28,252			70,381
Stock-based compensation:
Balance - March 31, 2025		7,716,530		$	772			380,050	$	(2,694,075	)	$	206,051,652		$	222,131		$	(135,175,370	)	$	68,405,110		$	4,483,914		$	72,889,024
Restricted common stock		-			-			-		-			189,229			-			-			-			189,229			-			189,229
Stock options		-			-			-		-			13,079			-			-			-			13,079			-			13,079
Cancellation of common stock previously issued pursuant to a Share Purchase Agreement		(7,330,000	)		(733	)		-		-			(6,596,267	)		4,597,000			-			-			(2,000,000	)		-			(2,000,000	)
Net loss		-			-			-		-			-			-			-			(3,803,258	)		(3,803,258	)		(79,693	)		(3,882,951	)
Other comprehensive loss		-			-			-		-			-			-			(42,658	)		-			(42,658	)		(63,983	)		(106,641	)
Balance - June 30, 2024		40,465,097			4,047			2,279,784		(2,693,653	)		199,266,718			-			257,222			(119,173,397	)		77,660,937			10,183,456			87,844,393
Stock-based compensation:
Restricted common stock		-			-			-		-			211,017			-			-			-			211,017			-			211,017
Stock options		-			-			-		-			18,714			-			-			-			18,714			-			18,714
Shares withheld for employee payroll tax		(79,299	)		(8	)		-		-			(95,150	)		-			-			-			(95,158	)		-			(95,158	)
Net loss		-			-			-		-			-			-			-			(4,027,941	)		(4,027,941	)		(681	)		(4,028,622	)
Other comprehensive income		-			-			-		-			-			-			247,692			-			247,692			371,536			619,228
Balance - September 30, 2024		40,385,798		$	4,039			2,279,784	$	(2,693,653	)	$	199,401,299		$	-		$	504,914		$	(123,201,338	)	$	74,015,261		$	10,554,311		$	84,569,572

The accompanying notes are an integral part of these condensed consolidated financial statements.

~~ALLIED~~ALL IN ~~GAMING~~FUTURETECH &ALLIANCE, ~~ENTERTAINMENT~~ INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(unaudited)

	For the Nine Months Ended
	For the Three Months Ended
	September 30,
	March 31,
	2025			2024
	2026			2025
Cash Flows From Operating Activities
Net loss	$	(155,~~132~~235,~~838~~730	)	$	(94,~~741~~899,~~024~~887	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		~~494,426~~-			~~903~~188,~~639~~436
Non-cash operating lease expense		~~909~~44,~~649~~143			~~836~~298,~~296~~256
Gain on investment in marketable securities		(398,763	)		-
Change in fair value of short-term investments		879,444			-
Loss on transactions denominated in foreign currency		819,287			-
Loss (gain) on transactions denominated in a foreign currency		(131,890	)		297,460
Non-cash payment of legal fees		247,772			-
Loss (gain) on investment in marketable securities and derivatives		1,341,180			275,276
Change in fair value of warrant liabilities		-			(100	)
Change in fair value of digital assets		65,234			62,820
Change in fair value of digital assets		(17,289	)		-
Depreciation and amortization		249,215			382,438
Depreciation and amortization		1,177,012			1,183,692
CECL reserve		717,263			-
Changes in operating assets and liabilities:
Accounts receivable		~~455~~(402,~~106~~713	)		~~248~~434,~~602~~291
Insurance recovery receivable		-			(3,700,000	)
Interest receivable		(436,874	)		(158,904	)
Interest receivable		(452,789	)		(1,640,139	)
Other receivables		1,900,000			-
Prepaid expenses and other current assets		~~(799~~213,~~811~~061	)		(1625,~~157~~118	)
Deposit		313,~~696,538~~146			-
Accounts payable		5497,~~726,323~~594			~~(130~~1,~~032~~387,264	)
Accrued expenses and other current liabilities		1159,~~124,177~~574			~~(365~~540,~~104~~559	)
Operating lease liability		(1407,~~185,198~~225	)		(1390,~~138,342~~141	)
Deferred revenue		(~~353~~126,~~953~~441	)		~~309~~(576,~~491~~837	)
Total Adjustments		114,~~442~~574,~~487~~711			(32,~~508~~715,~~154~~800	)
Net Cash Used In Operating Activities		(3,690,351	)		(13,249,178	)
Net Cash Provided By (Used In) Operating Activities		(661,019	)		(2,184,087	)
Cash Flows From Investing Activities
Investment in unconsolidated affiliate		~~(3,051,300~~-	)		-(2,451,300	)
Collaborative agreement deposit		(2,400,000	)		-
Investment in digital assets		128,453			-
Investment in digital assets		(200,000	)		-
Land deposit		-			(2,591,176	)
Purchase of land use rights		(1,675,073	)		-
Proceeds from maturity of short-term investments		54,358,608			23,800,000
Proceeds from maturity of short-term investments		102,478,993			62,655,361
Purchases of short-term investments		(44,297,588	)		(64,010,000	)
Proceeds from early withdrawal of short-term investments		54,566,429			-
Payment for investment in marketable securities		(1,035,296	)		-
Proceeds from repayment of short-term loan		-			1,340,149
Proceeds from sale of marketable securities		2,227,407			1,245,689
Purchases of short-term investments		(186,518,665	)		(72,894,683	)
Loans receivable		-			(1,052,822	)
Proceeds from sale of marketable securities		1,929,669			-
Purchases of property and equipment		-			(32,257	)
Issuance of loans receivable		(6,052,822	)		(15,769,466	)
Net Cash Provided By (Used In) Investing Activities		11,381,584			(45,091,866	)
Purchases of intangible assets		-			(49,950	)
Purchases of property and equipment		(108,834	)		(48,520	)
Net Cash (Used In) Provided By Investing Activities		(41,031,603	)		(24,767,109	)
Cash Flows From Financing Activities
Proceeds from issuance of common stock in share purchase agreement		-			2,000,000
Proceeds from loans payable		-			19,196,216
Payment to taxing authority in connection with shares withheld for employee payroll tax		(94,513	)		-
Repayment of loans payable		(18,400,091	)		(11,690,305	)
Return of proceeds upon cancellation of common stock previously issued pursuant to a share purchase agreement		(6,600,000	)		(2,000,000	)
Net Cash (Used In) Provided By Financing Activities		(18,400,091	)		7,505,911
Proceeds from loans payable		45,606,555			28,026,663
Repayment of loans payable		(38,058,178	)		-
Net Cash Provided By Financing Activities		853,864			28,026,663

The accompanying notes are an integral part of these condensed consolidated financial statements.

~~ALLIED~~ALL ~~GAMING~~IN &FUTURETECH ~~ENTERTAINMENT~~ALLIANCE, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows, continued

(unaudited)

	For the Nine Months Ended
	For the Three Months Ended
	September 30,
	March 31,
	2025			2024
	2026			2025
Effect of Exchange Rate Changes on Cash		72126,~~419~~222			~~(338~~13,~~724~~426	)
Net (Decrease) Increase In Cash, Cash Equivalents, And Restricted Cash		(43,795,671	)		(10,328,348	)
Net (Decrease) Increase In Cash and Cash Equivalents		(7,553,304	)		(39,756,616	)
Cash and cash equivalents - Beginning of Period		5911,~~242~~844,~~802~~107			2159,~~320~~242,~~583~~802
Cash and cash equivalents - End of Period	$	154,~~447~~290,~~131~~803		$	1019,~~992~~486,~~235~~186
Cash and cash equivalents consisted of the following:
Cash and cash equivalents	$	31,~~107~~418,~~702~~813		$	1019,~~992~~127,~~235~~047
Money market funds		122,~~339~~871,~~429~~990			-359,139
	$	154,~~447~~290,~~131~~803		$	1019,~~992~~486,~~235~~186
Supplemental Disclosures of Cash Flow Information
Cash paid during the period for:
Interest	$	204,140		$	-
Income taxes	$	-		$	-
Non-Cash Investing and Financing Activities:
Cumulative effect adjustment upon adoption of ASU 2023-08	$	(89,428	)	$	-
Shares withheld for accrued employee payroll tax liability
Purchase of land use rights with existing deposit	$	2,247,742		$	-
Cumulative effect adjustment upon adoption of ASU 2023-08	$	-		$	(89,248	)
ROU asset and lease liability	$	-		$	85,095

The accompanying notes are an integral part of these condensed consolidated financial statements.

~~ALLIED~~All in ~~GAMING~~FutureTech &Alliance, ~~ENTERTAINMENT INC~~Inc. ~~AND~~and ~~SUBSIDIARIES~~Subsidiaries

Notes to Condensed Consolidated Financial Statements

(unaudited)

Note 1 – Business Organization and Nature of Operations

~~Allied~~All in FutureTech Alliance, Inc. (formerly known as Allied Gaming & Entertainment Inc. (,“~~AGAE~~AIFA” and together with its subsidiaries, the “Company”) operates a public esports and entertainment company through its wholly owned subsidiaries Allied Esports Media Inc., (“AEM”), Allied Esports International, Inc., (“AEII”), Esports Arena Las Vegas, LLC (“ESALV”), Allied Mobile Entertainment Inc. (“AME”), Allied Mobile Entertainment (Hong Kong) Limited (“AME-HK”), Allied Experiential Entertainment Inc. (“AEE”), AGAE Investment Limited, formerly known as Skyline Music Entertainment (Hong Kong) Limited (“Skyline HK”), Beijing Lianhuan Technology Co., Ltd (“BLT”), and Allied Commercial Development (Hainan) Co., Ltd (“ACD”)~~, and Allied Esports GmbH (“AEG”)~~. AEII produces a variety of esports and gaming-related content, including world class tournaments, live and virtual events, and original programming to continuously foster an engaged gaming community. ESALV operates HyperX Arena Las Vegas, the world’s most recognized esports facility. AME-HK is a wholly owned subsidiary of AME and owns a 40% interest in Beijing Lianzhong Zhihe Technology Co. (“~~ZTech~~Z-Tech”). ~~ZTech~~ Z-Tech and BLT are engaged in the development and distribution of mobile casual games in China. AEE owns a 51% interest in Skyline Music Entertainment Limited (“Skyline”), which is principally engaged in the organization of events, shows and concerts by top entertainment artists. ACD is in the early stages of the development of esports and other entertainment venues in Hainan, an island province in southern China. ~~AEG is in the final stage of liquidation.~~

Note 2 – Significant Accounting Policies

There have been no material changes to the Company’s significant accounting policies as set forth in the Company’s audited consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, ~~2024~~2025, filed with the Securities and Exchange Commission (“SEC”) on ~~June~~May 922, ~~2025~~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 ~~September~~March 3031, ~~2025~~2026, and for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025. The results of operations for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~ 2026 are not necessarily indicative of the operating results for the full year ending December 31, ~~2025~~2026 or any other period. These unaudited condensed consolidated financial statements have been derived from the Company’s accounting records and should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, ~~2024~~2025, filed with the SEC on ~~June~~May 922, ~~2025~~2026.

Investments in Equity Linked, Bond Linked, and FXETF Linked Notes

The Company has elected the fair value option for recording its equity linked, bond linked, and FXETF linked notes (the “Notes”), pursuant to ASC 825-10, Financial Instruments (“ASC 825”), whereby the hybrid instrument is initially recorded in its entirety at fair value and changes in fair value are recorded in other income (expense) on the condensed consolidated statements of operations. The Company determines the appropriate classification of these investments at the time of purchase and reevaluates such designation at each balance sheet date. The Company’s Notes are included in short-term investments on the Company’s balance sheet if the maturity date is less than one year from the balance sheet date.

~~ALLIED~~All ~~GAMING~~in &FutureTech ~~ENTERTAINMENT~~Alliance, ~~INC~~Inc. ~~AND~~and ~~SUBSIDIARIES~~Subsidiaries

Notes to Condensed Consolidated Financial Statements

(unaudited)

Fair Value of Financial Instruments

The Company measures the fair value of financial assets and liabilities based on the guidance of ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”).

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 - quoted prices in active markets for identical assets or liabilities.

Level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable.

Level 3 - inputs that are unobservable (for example, cash flow modeling inputs based on assumptions).

The following table provides information about the Company’s financial assets measured at fair value on a recurring basis and indicates the level of the fair value hierarchy utilized to determine such fair values:

As of September 30, 2025	Level 1		Level 2		Level 3			Total
As of March 31, 2026	Level 1		Level 2		Level 3			Total
Digital assets	$	~~356~~68,~~017~~229	$	-	$	-		$	~~356~~68,~~017~~229
Cash equivalent - money market funds		122,~~339~~871,~~429~~990		-		-			122,~~339~~871,~~429~~990
Marketable securities		2387,~~155,326~~778		-		-			2387,~~155,326~~778
Short-term investment - bond linked notes		-		25,585,425		-			25,585,425
Derivative instruments		-		-		(2,290,800	)		(2,290,800	)
Short-term investment - equity linked notes		-		6,019,800		-			6,019,800
Short-term investment - Bond linked notes		-		7,010,990		-			7,010,990
Short-term investment - FX linked notes		-		6,742,622		-			6,742,622
Short-term investment - Equity linked notes		-		14,912,800		-			14,912,800
Total	$	143,~~850~~327,~~772~~997	$	3821,~~347~~923,~~847~~790	$	-(2,290,800	)	$	5322,~~198~~960,~~619~~987

As of December 31, 2024	Level 1		Level 2		Level 3			Total
As of December 31, 2025	Level 1		Level 2		Level 3			Total
Cash equivalent - money market funds	$	40,007,612	$	-	$	-		$	40,007,612
Digital assets	$	260,652	$	-	$	-		$	260,652
Marketable securities		3,483,211		-		-			3,483,211
Cash equivalent - Money market funds		4,797,697		-		-			4,797,697
Total	$	43,490,823	$	-	$	-		$	43,490,823
Marketable securities		1,334,719		-		-			1,334,719
Derivative instruments		-		-		(657,136	)		(657,136	)
Short-term investment - Bond linked notes		-		14,766,470		-			14,766,470
Short-term investment - Equity linked notes		-		11,310,650		-			11,310,650
Short-term investment - US Treasury Bond		-		11,587,134		-			11,587,134
Total	$	6,393,068	$	37,664,254	$	(657,136	)	$	43,400,186

The carrying amounts of the Company’s financial instruments, such as cash equivalents, accounts receivable, short-term investments (excluding equity, ETF, and bond linked notes), other receivable, deposits - current portion, interest receivable, loans receivable, accounts payable, operating lease liabilities – current portion, accrued liabilities, and loans payable approximate fair value due to the short-term nature of these instruments.

ETF, bond, and equity linked notes are categorized within level 2 of the fair value hierarchy, as the fair value is based on the price of the underlying equity securities or foreign exchange rates. See Note 3 – Short-Term Investments for further details on short-term investments.

~~ALLIED~~All ~~GAMING~~in &FutureTech ~~ENTERTAINMENT~~Alliance, ~~INC~~Inc. ~~AND~~and ~~SUBSIDIARIES~~Subsidiaries

Notes to Condensed Consolidated Financial Statements

(unaudited)

Net Loss per Common Share

Basic loss per common share is computed by dividing net loss attributable to the Company by the weighted average number of common shares outstanding during the period. Diluted loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding, plus the impact of common shares, if dilutive, resulting from the potential exercise of outstanding stock options and warrants and vesting of restricted stock awards.

The following table presents the computation of basic and diluted net loss per common share:

	For the Three Months Ended						~~For the Nine Months Ended~~
	September 30,						September 30,
	March 31,
	2025			2024			2025			2024
	2026			2025
Numerator:
Net loss attributable to common stockholders	$	(5,~~361~~194,~~229~~881	)	$	(4,~~027~~836,~~941~~484	)	$	~~(15,008,847~~	)	$	~~(9,530,309~~	)
Denominator:
Weighted-average common shares outstanding		386,~~167~~229,~~484~~522			387,~~151~~345,~~697~~463			~~40,900,281~~			~~40,582,346~~
Less: weighted-average unvested restricted shares		-			(~~931~~94,~~793~~009	)		-			~~(828,394~~	)
Denominator for basic and diluted net loss per share		386,~~167~~229,~~484~~522			377,~~219~~251,~~904~~454			~~40,900,281~~			~~39,753,952~~
Basic and Diluted Net Loss per Common Share	$	(0.1483	)	$	(0.1167	)	$	~~(0.37~~	)	$	~~(0.24~~	)

The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive:

	As of September 30,
	For the Three Months Ended
	2025		2024
	March 31,
Options		1,270,000		1,320,000
	2026		2025
Warrants		-		1,454,546
Unvested restricted common shares		-		59,167
		1,270,000		2,774,546
Options		211,667		211,667
Warrants		-		1,242,424
		211,667		1,513,258

~~ALLIED~~All ~~GAMING~~in &FutureTech ~~ENTERTAINMENT~~Alliance, ~~INC~~Inc. ~~AND~~and ~~SUBSIDIARIES~~Subsidiaries

Notes to Condensed Consolidated Financial Statements

(unaudited)

Revenue Recognition

To determine the proper revenue recognition method, the Company evaluates each of its contractual arrangements to identify its performance obligations. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. The majority of the Company’s contracts have a single performance obligation because the promise to transfer the individual good or service is not separately identifiable from other promises within the contract and is therefore not distinct. Some of the Company’s contracts have multiple performance obligations, primarily related to the provision of multiple goods or services. For contracts with more than one performance obligation, the Company allocates the total transaction price in an amount based on the estimated relative standalone selling prices underlying each performance obligation.

The Company recognizes revenue primarily from the following sources:

In-person revenue

In-person ~~revenue~~ revenue was comprised of the following for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025:

For the Three Months Ended

~~For the Nine Months Ended~~

September 30,

March 31,

2025

2024

2025

2024

2026

2025

Event revenue

~~414~~471,~~318~~832

~~700~~1,~~943~~020,682

~~2,000,352~~

~~1,572,864~~

Sponsorship revenue

458,~~967~~237

~~460~~458,~~237~~547

~~1,377,051~~

~~1,378,711~~

Food and beverage revenue

4566,~~956~~782

4477,~~615~~311

~~170,197~~

~~115,746~~

Ticket and gaming revenue

8147,~~777~~618

~~103~~88,~~376~~335

~~247,978~~

~~325,788~~

Merchandising revenue

7,~~965~~963

3611,~~313~~880

~~31,155~~

~~124,935~~

Total in-person revenue

1,~~008~~052,~~983~~432

1,~~345~~656,~~484~~755

~~3,826,733~~

~~3,518,044~~

Event revenues from the rental of the ESALV arena and gaming trucks are recognized over the term of the event based on the number of days completed relative to the total days of the event, as this method best depicts the transfer of control to the customer. In-person revenue also includes revenue from ticket sales, admission fees and food and beverage sales for events held at the Company’s esports properties. Ticket revenue is recognized at the completion of the applicable event. Point of sale revenues, such as food and beverage, gaming and merchandising revenues, are recognized when control of the related goods are transferred to the customer.

The Company generates sponsorship revenue from the naming rights of its esports arena which is recognized on a straight-line basis over the contractual term of the agreement.

The Company records deferred revenue to the extent that payment has been received for services that have yet to be performed.

Multiplatform revenue

Distribution revenue amounted to $67 and $71 for the three months ended September 30, 2025 and 2024, respectively. Distribution revenue amounted to $204 and $182 for the nine months ended September 30, 2025 and 2024, respectively. The Company’s distribution revenue is generated primarily through the distribution of content to online channels. Any advertising revenue earned by online channels is shared with the Company. The Company recognizes online advertising revenue at the point in time when the advertisements are placed in the video content.

~~ALLIED~~All ~~GAMING~~in &FutureTech ~~ENTERTAINMENT~~Alliance, ~~INC~~Inc. ~~AND~~and ~~SUBSIDIARIES~~Subsidiaries

Notes to Condensed Consolidated Financial Statements

(unaudited)

Multiplatform revenue

Distribution revenue amounted to $53 and $57 for the three months ended March 31, 2026 and 2025, respectively. The Company’s distribution revenue is generated primarily through the distribution of content to online channels. Any advertising revenue earned by online channels is shared with the Company. The Company recognizes online advertising revenue at the point in time when the advertisements are placed in the video content.

Casual mobile gaming revenue

Casual mobile gaming revenue amounted to ~~approximately~~ $~~0.8~~500,779 ~~million~~ and $~~0.8~~618,323 ~~million~~ for the three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024, respectively. Casual mobile gaming revenue amounted to approximately $2.2 million and $3.7 million for the nine months ended September 30,~~ 2025 ~~and 2024~~, respectively. Casual mobile gaming revenue is generated through contractual relationships with various advertising service providers for advertisements within the Company’s casual mobile games. Advertisements can be in the form of an impression, click-throughs, videos, or banners. The Company has determined the advertising service provider to be its customer and displaying the advertisements within its games is identified as the single performance obligation. Revenue from advertisements is recognized when the ad is displayed or clicked and the advertising service provider receives the benefits provided from this service. The price can be determined by the applicable evidence of the arrangement, which may include a master contract or a third-party statement of activity.

The transaction price is generally the product of the advertising units delivered (e.g. impressions, click-throughs) and the contractually agreed upon price per advertising unit. The price per advertising unit can also be based on revenue share percentages stated in the contract. The number of advertising units delivered is determined at the end of each month so there is no uncertainty about the transaction price.

The Company’s casual games are played on various mobile third-party platforms for which such third parties collect monies from advertisers and remit the net proceeds after deducting payment processing fees, user acquisition cost, agent fees, and player incentive payments. The Company is primarily responsible for providing access to the games, has control over the content and functionality of games before they are accessed by players, and has the discretion to establish the pricing for the advertisements. Therefore, the Company concluded that it is the principal, and as a result, revenues are reported gross of payment processing fees and player incentive fees. Payment processing fees and player incentive fees are recorded as components of cost of revenue in the accompanying condensed consolidated statements of operations.

Revenue recognition

The following table summarizes our revenue recognized under ASC 606 in our condensed consolidated statements of operations:

	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
Revenues Recognized at a Point in Time:
Food and beverage revenue	$	45,956	$	44,615	$	170,197	$	115,746
Ticket and gaming revenue		81,777		103,376		247,978		325,788
Merchandising revenue		7,965		36,313		31,155		124,935
Casual mobile games		837,862		817,986		2,214,593		3,664,244
Distribution revenue		67		71		204		182
Total Revenues Recognized at a Point in Time		973,627		1,002,361		2,664,127		4,230,895
Revenues Recognized Over a Period of Time:
Event revenue		414,318		700,943		2,000,352		1,572,864
Sponsorship revenue		458,967		460,237		1,377,051		1,378,711
Total Revenues Recognized Over a Period of Time		873,285		1,161,180		3,377,403		2,951,575
Total Revenues	$	1,846,912	$	2,163,541	$	6,041,530	$	7,182,470

~~ALLIED~~All ~~GAMING~~in &FutureTech ~~ENTERTAINMENT~~Alliance, ~~INC~~Inc. ~~AND~~and ~~SUBSIDIARIES~~Subsidiaries

Notes to Condensed Consolidated Financial Statements

(unaudited)

~~The~~Revenue ~~timing of the Company’s revenue~~ recognition may differ from the timing of payment by its customers. A receivable is recorded when revenue is recognized prior to payment and the Company has an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, the Company records deferred revenue until the performance obligations are satisfied. As of September 30, 2025 and December 31, 2024, the Company had contract liabilities of $302,429 and $656,382, respectively, which is included in deferred revenue on the condensed consolidated balance sheet.

Through September 30, 2025, $641,652 of performance obligations in connection with contract liabilities included within deferred revenue on the December 31, 2024 consolidated balance sheet have been satisfied. The ~~Company expects to satisfy the remaining performance obligations~~ offollowing ~~$14,730~~table ~~related~~summarizes toour ~~its December 31, 2024 deferred~~ revenue ~~balance within the next twelve months. During the nine months ended September 30, 2025 and 2024, there was no revenue~~ recognized ~~from~~under ~~performance~~ASC ~~obligations~~606 ~~satisfied~~in ~~(or~~our ~~partially~~condensed ~~satisfied)~~consolidated instatements ~~previous~~of ~~periods.~~operations:

Effective February 22, 2023, the Company entered into a sponsorship agreement which expires on April 2, 2026. The total contract price for this sponsorship agreement is $5.8 million. As of September 30, 2025, the aggregate transaction price allocated to the unsatisfied performance obligations under this agreement is approximately $0.9 million. The Company expects to recognize this revenue as the performance obligations are satisfied over the remaining term of the contract.

	For the Three Months Ended
	March 31,
	2026		2025

Revenues Recognized at a Point in Time:
Food and beverage revenue	$	66,782	$	77,311
Ticket and gaming revenue		47,618		88,335
Merchandising revenue		7,963		11,880
Casual mobile games		500,779		618,323
Distribution revenue		53		57
Total Revenues Recognized at a Point in Time		623,195		795,906

Revenues Recognized Over a Period of Time:
Event revenue		471,832		1,020,682
Sponsorship revenue		458,237		458,547
Total Revenues Recognized Over a Period of Time		930,069		1,479,229
Total Revenues	$	1,553,264	$	2,275,135

~~Digital~~The ~~Assets~~timing of the Company’s revenue recognition may differ from the timing of payment by its customers. A receivable is recorded when revenue is recognized prior to payment and the Company has an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, the Company records deferred revenue until the performance obligations are satisfied. As of March 31, 2026 and December 31, 2025, the Company had contract liabilities of $91,834 and $218,275, respectively, which is included in deferred revenue on the condensed consolidated balance sheet.

~~The~~Through ~~Company~~March ~~has~~31, ~~ownership~~2026, $198,592 of ~~and~~performance ~~control~~obligations ~~over~~in ~~the~~connection ~~digital~~with ~~assets~~contract ~~and~~liabilities ~~the~~included ~~Company~~within ~~may~~deferred ~~use~~revenue ~~third-party~~on ~~custodial~~the ~~services~~December 31, to2025 ~~secure~~consolidated ~~them.~~balance ~~The Company~~sheet ~~accounted~~have ~~for~~been ~~digital~~satisfied. ~~assets~~The ~~held~~Company asexpects ~~the~~to ~~result~~satisfy of the ~~receipt~~remaining ofperformance ~~Ethereum~~obligations ~~and~~of ~~Bitcoin~~$30, ~~as indefinite-lived intangible assets~~483 inrelated ~~accordance~~to ~~with~~its ~~ASC 350, Intangibles—Goodwill and Other through~~ December 31, ~~2024.~~2025 ~~Following~~deferred ~~the~~revenue ~~adoption~~balance ~~of ASU~~within ~~2023-08 effective January 1, 2025,~~ the ~~Company~~next ~~measures digital~~twelve ~~assets at~~months. ~~fair~~During ~~value~~the ~~with~~three ~~changes~~months ~~recognized~~ended inMarch ~~other~~31, ~~(expense) income in the~~2026 ~~condensed~~and ~~consolidated~~2025, ~~statement~~there ofwas ~~operations. Refer~~no torevenue ~~Note~~recognized 8from –performance ~~Digital~~obligations ~~Assets~~satisfied ~~for~~(or ~~further~~partially ~~information~~satisfied) ~~regarding~~in ~~the~~previous ~~Company’s impact of the adoption of ASU 2023-08~~periods.

Concentration Risks

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and cash equivalents, short-term investments, loans receivable, accounts receivable, interest receivable, other receivables, and current and non-current deposits. The Company maintains cash deposits and short-term investments with major U.S. financial institutions that at various times may exceed Federal Deposit Insurance Corporation (“FDIC”) insurance limits. As of September 30, 2025, two customers represented 87% of the Company’s accounts receivable balance. Historically, the Company has not experienced any losses due to such concentration of credit risk.

During the three months ended September 30, 2025 and 2024, 45% and 38%, respectively, of the Company’s revenues were from customers located outside the United States. During the nine months ended September 30, 2025 and 2024, 37% and 51%, respectively, of the Company’s revenues were from customers located outside the United States.

~~ALLIED~~All ~~GAMING~~in &FutureTech ~~ENTERTAINMENT~~Alliance, ~~INC~~Inc. ~~AND~~and ~~SUBSIDIARIES~~Subsidiaries

Notes to Condensed Consolidated Financial Statements

(unaudited)

~~During~~Concentration the three months ended September 30, 2025, the Company’s two largest customers accounted for 44%, and 25% of the Company’s consolidated revenues. During the nine months ended September 30, 2025, the Company’s two largest customers accounted for 35%, and 27% of the Company’s consolidated revenues.Risks

~~During~~Financial instruments that potentially subject the ~~three~~Company ~~months~~to ~~ended~~concentration ~~September~~of 30credit risk consist of cash and cash equivalents, ~~2024~~short-term investments, ~~the~~loans receivable, interest receivable accounts receivable, other receivables, and deposits – current portion. The Company’s ~~three~~maintains ~~largest~~cash ~~customers~~deposits and ~~accounted~~short-term ~~for~~investments ~~15%~~with major U.S. financial institutions that at various times may exceed Federal Deposit Insurance Corporation (“FDIC”) insurance limits. As of March 31, ~~21%~~2026, ~~and~~one 38customer represented 95% of the Company’s ~~consolidated~~ ~~revenues.~~accounts ~~During~~receivable ~~the~~balance. As ~~nine~~of ~~months~~December ~~ended September 30~~31, ~~2024~~2025, the Company’s two largest customers ~~accounted~~represented ~~for 36~~80%, and 2019%, respectively, of the Company’s ~~consolidated~~accounts receivable ~~revenues~~balance. Historically, the Company has not experienced any losses due to such concentration of credit risk.

During the three months ended March 31, 2026 and 2025, 32% and 27%, respectively, of the Company’s revenues were from customers located outside the United States.

During the three months ending March 31, 2026, the Company’s two largest customers accounted for 32% and 30% of the Company’s consolidated revenue. During the three months ending March 31, 2025, the Companies’ four largest customers accounted for 27%, 20%,12% and 10% of the Companies consolidated revenue.

Foreign Currency Translation

The Company’s reporting currency is the United States Dollar. The functional currencies of the Company’s operating subsidiaries are their local currencies (primarily United States Dollar, and Chinese Yuan). ~~Since the acquisition of ZTech on October 31, 2023,~~ Yuan-denominated assets and liabilities are translated into the ~~United~~ United States Dollar using the exchange rate at the balance sheet date (0.~~1404~~1447 and 0.~~1370~~1429 at ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025, respectively) and revenue and expense accounts are translated using the weighted average exchange rate in effect for the period (0.~~1397~~1443 and 0.~~1396~~1375 for the three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024, respectively, and (0.1385 and 0.1379 for the nine months ended September 30,~~ 2025 ~~and 2024~~, respectively). Resulting translation adjustments are made directly to accumulated other comprehensive income (loss).

The Company engages in foreign currency denominated transactions with customers, suppliers, investment, and financing, as well as between subsidiaries with different functional currencies. (Losses) ~~gains~~ of $~~0.3~~954,266 ~~million~~ and ($~~1.2)~~565,296 ~~million~~ arising from exchange rate fluctuations on transactions denominated in a currency other than the functional currency for the three months ended ~~September~~March 3031, ~~2025~~2026 and 2024, respectively, are recognized in other (expense) income in the accompanying condensed consolidated statements of operations. Losses of $0.8 million and $0.9 million arising from exchange rate fluctuations on transactions denominated in a currency other than the functional currency for the nine months ended September 30, 2025 ~~and 2024~~, respectively, are recognized in other (expense) income in the accompanying condensed consolidated statements of operations.

Segment Information

Reportable segments are components of an enterprise about which separate financial information is available for evaluation by the chief operating decision maker in making decisions about how to allocate resources and assess performance. The ~~chief~~Company’s ~~operating decision maker of Allied Gaming & Entertainment Inc is its~~ chief executive officer. ~~Financial information~~is ~~for each of~~ the ~~separate entities are reviewed by the~~ chief operating decision maker. ~~The operations~~ of Allied Esports, (video game events and tournaments), Z-Tech and BLT (casual mobile games) and Skyline (live concert promotion), which are reported as separate operating segments. See Note 1410 – Segment ~~Reporting~~Data.

Subsequent Events

The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements, except as disclosed.

~~ALLIED~~All ~~GAMING~~in &FutureTech ~~ENTERTAINMENT~~Alliance, ~~INC~~Inc. ~~AND~~and ~~SUBSIDIARIES~~Subsidiaries

Notes to Condensed Consolidated Financial Statements

(unaudited)

Subsequent Events

Recently Issued Accounting Pronouncements

In November 2024, ~~the~~The FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220 – 04). ~~The~~This ~~ASU~~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, ~~among~~the ~~other~~entity ~~items~~must disclose amounts related to purchases of inventory, ~~additional~~employee ~~disaggregated~~compensation, depreciation, ~~disclosures~~intangible inasset amortization and depreciation, depletion, and amortization recognized as part of oil and gas- producing activities. Including the ~~notes~~amounts, the entity is required to ~~financial~~disclose ~~statements for~~and ~~certain~~qualitative ~~categories~~description of ~~expenses~~the ~~that~~amounts ~~are~~remaining ~~included~~in onrelevant expense captions, and to disclose the ~~condensed~~total ~~consolidated~~amount ~~statements~~of selling expenses and the definition of ~~operations~~selling expenses. ~~ASU~~The ~~2024-03~~amendments isin ~~effective~~this ~~for~~update ~~fiscal~~should ~~years~~be ~~beginning~~applied ~~after~~prospectively ~~December~~to ~~15,~~financial ~~2026,~~statements ~~and~~issued for ~~interim~~reporting periods, ~~within~~and ~~fiscal~~retrospectively ~~years~~to ~~beginning~~any ~~after~~prior ~~December~~periods presented ~~15,~~in ~~2027,~~the ~~with~~ financials. Although early adoption is permitted, the new guidance becomes effective for annual reporting periods beginning after December 15, 2026, and ~~may~~interim bereporting ~~applied~~periods ~~either~~beginning ~~prospectively~~after orDecember ~~retrospectively~~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. ~~The Company is currently evaluating the effect of adopting the ASU on its disclosures.~~

~~Recently~~Note ~~Adopted~~3 ~~Accounting~~– ~~Pronouncements~~Short-Term Investments

~~In December 2023, the FASB issued ASU 2023~~Short-~~08, Intangibles – Goodwill and Other – Crypto Assets (Subtopic 350 – 60). This~~term ~~update~~investments ~~requires~~consist an entity to subsequently measure certain assets at fair value with changes recognized in net income each reporting period. This update also requires that an entity present crypto assets measured at fair value separately from other intangible assets in the condensed consolidated balance sheet and changes from the remeasurement of ~~crypto assets separately from changes in~~ the carrying amounts of other intangible assets in the condensed consolidated statement of operations. The Company adopted ASU 2023-08 on January 1, 2025 and recorded a cumulative-effect adjustment to the opening balance of retained earnings in the amount of $89,428.following:

Tax Law Change

	Fixed Rate		Equity Linked			Bond Linked			US Treasury			Total Short-Term
	Deposits		Notes			Notes			Bonds			Investments
Balance, January 1, 2026	$	-	$	11,310,650		$	14,766,470		$	11,587,134		$	37,664,254
Purchases		4,800,000		29,000,000			7,000,000			3,497,588			44,297,588
Maturing		-		(11,500,000	)		(15,000,000	)		-			(26,500,000	)
Early withdrawals		-		(13,000,000	)		-			(14,858,608	)		(27,858,608	)
Fair value adjustment		-		(897,850	)		244,520			(226,114	)		(879,444	)
Balance, March 31, 2026	$	4,800,000	$	14,912,800		$	7,010,990		$	-		$	26,723,790

On July 4, 2025, the President signed into law significant federal tax legislation, H.R.1 (the “Tax Reform Act of 2025”). The legislation includes numerous changes to U.S. corporate income tax law, including but not limited to: permanent 100% bonus depreciation for qualified property, immediate expensing of domestic research and experimental expenditures, modifications to the limitation on business interest expense, increased Section 179 expensing limits, changes to the international tax regime, and expanded limitations on the deductibility of executive compensation under IRC Section 162(m). Most provisions are effective for tax years beginning after December 31, 2024, with certain transition rules and exceptions.

The Company is currently evaluating the impact of the Tax Reform Act of 2025 on its condensed consolidated financial statements. The effects of the new law, including remeasurement of deferred tax assets and liabilities and changes to current and future tax expense, will be evaluated. No material impact is expected given the Company’s historical net operating losses.

~~ALLIED~~All ~~GAMING~~in &FutureTech ~~ENTERTAINMENT~~Alliance, ~~INC~~Inc. ~~AND~~and ~~SUBSIDIARIES~~Subsidiaries

Notes to Condensed Consolidated Financial Statements

(unaudited)

~~Note~~Short-term 3investments –include ~~Short-Term~~fixed ~~Investments~~rate deposits with original maturities of greater than three months but less than or equal to twelve months when purchased. Interest income on fixed rate deposits amounted to $40,859 for the three months ended March 31, 2026.

~~Short~~As of January 1, 2026, the Company had entered into two three-~~term~~month equity linked notes which are investment products that provide for a ~~investments~~coupon ~~consist~~amount of 6.5% per annum and an ultimate return (or loss) tied to the ~~following:~~ performance of the underlying equities. During the three months ended March 31, 2026, these notes matured and the Company entered into two additional three-month equity linked notes which provide for a coupon amount of 9.0% per annum. The notes are callable by the issuer at the end of each month at which time no further coupon amounts shall be payable. Interest income on equity linked notes for the three months March 31, 2026 amounted to $215,951.

	Certificates of Deposit			Fixed Rate Deposits			US Treasury Note			Equity Linked Notes			ETF Linked Notes			FX Linked Notes			Bond Linked Notes			Total Short-Term Investments
Balance as of January 1, 2025	$	3,800,000		$	5,000,000		$	-		$	-		$	-		$	-		$	-		$	8,800,000
Purchases		4,010,000			15,433,500			29,954,520			32,000,000			10,000,000			12,620,645			82,500,000		$	186,518,665
Maturities		(4,198,091	)		(20,433,500	)		-			(5,000,000	)		(10,000,000	)		(5,847,402	)		(57,000,000	)		(102,478,993	)
Fair value adjustment		-			-			-			19,800			-			(30,621	)		85,425			74,604
Early withdrawals		(3,611,909	)		-			(29,954,520	)		(21,000,000	)		-			-			-			(54,566,429	)
Balance as of September 30, 2025	$	-		$	-		$	-		$	6,019,800		$	-		$	6,742,622		$	25,585,425		$	38,347,847

As of January 1, 2026, the Company had entered into three three-month bond linked notes which are investment products that provide for a coupon amount between 6.39% and 7.20 % per annum and an ultimate return (or loss) tied to the performance of the underlying bond. During the three months ended March 31, 2026, these notes matured and the Company entered into one additional three-month bond linked note which provides for a coupon amount of 7.39% per annum. Interest income on bond linked notes for the three months ended March 31, 2026 amounted to $143,540.

~~Short-term~~As ~~investments~~of ~~include~~January ~~certificates~~1, of2026, ~~deposit~~the ~~and~~Company ~~fixed~~had ~~rate~~purchased ~~deposits~~a ~~with~~U.S. ~~original~~Treasury ~~maturities~~Bond of(4.875% ~~greater~~DTD ~~than~~08/15/2025, ~~three~~due ~~months~~08/15/2045), ~~but~~which ~~less~~had ~~than or~~a ~~equal~~fair tovalue ~~twelve~~on that ~~months~~date ~~when~~of ~~purchased~~$11,587,134. ~~Interest~~On ~~income~~January on5, ~~certificates~~2026, ofthe ~~deposit~~Company ~~and~~purchased ~~fixed~~an ~~rate~~additional ~~deposits~~U.S. ~~amounted~~Treasury toBond ~~$248~~(4.750% DTD 08/15/2025,~~721~~ ~~and~~due 08/15/2055) for $13,~~965~~497,~~314~~588. ~~for~~Both bonds were sold during the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, ~~and~~pursuant ~~2024~~to which the Company recognized a loss of $226,114. ~~respectively~~Interest income on these bonds amounted to $280,908 for the three months ended March 31, 2026.

~~During the nine months ended September 30, 2025, the Company entered~~Note ~~into~~4 ~~five~~– ~~three-month~~Marketable equity linked note which is an investment product that provides for a coupon amount between 8% and 9% per annum and an ultimate return (or loss) tied to the performance of the underlying equities. The note is callable by the issuer at the end of each month at which time no further coupon amounts shall be payable. Interest income on this note for the nine months ended September 30, 2025 amounted to $272,508.Securities

On ~~March~~October 1115, ~~2025~~2024, the Company ~~entered~~purchased ~~into~~$5,011,365 ain ~~three-month~~certain ~~exchange-traded~~publicly ~~fund~~listed ~~(“ETF”)~~marketable ~~linked~~securities ~~note~~through ~~which is~~ an ~~investment~~open ~~product that~~market ~~provides for a coupon amount of 0~~transaction.~~75%~~ The ~~per~~investment ~~month~~was ~~(9%~~initially onrecorded anat ~~annualized~~cost ~~basis)~~ and ansubsequently ~~ultimate~~measured ~~return~~at ~~(or~~fair ~~loss)~~value ~~tied~~with to the ~~performance of~~changes ~~the~~in ~~underlying~~fair ~~ETF.~~value ~~The~~recorded ~~note~~in isother income ~~callable~~(expenses), atnet in the ~~end~~condensed ofconsolidated ~~each~~statements ~~month~~of atoperations. ~~which~~For ~~time~~the nothree ~~further~~months ~~coupon~~ended ~~amounts~~March ~~shall~~31, be2026 ~~payable.~~and ~~Interest~~2025, the ~~income~~Company onrecorded ~~this~~an ~~note~~increase ~~for~~(decrease) ~~the~~in ~~nine~~fair ~~months~~value ~~ended~~of ~~September 30~~$292,485 ~~2025~~and ~~amounted to~~ ($~~225~~275,~~000~~276), respectively.

On May 20, 2025, the Company purchased 10-year U.S. Treasury Notes bearing a fixed interest rate of 4.25%. These notes were sold on May 30, 2025 at a loss of $22,640. Interest income on these notes amounted to $29,675.

Balance as of January 1, 2026	$	1,334,719
Purchases of marketable securities		1,035,296
Proceeds from sale of marketable securities		(2,227,407	)
Net realized/unrealized gain on marketable securities		292,485
Foreign currency transaction adjustment		(47,315	)
Balance as of March 31, 2026	$	387,778

~~ALLIED~~All ~~GAMING~~in &FutureTech ~~ENTERTAINMENT~~Alliance, ~~INC~~Inc. ~~AND~~and ~~SUBSIDIARIES~~Subsidiaries

Notes to Condensed Consolidated Financial Statements

(unaudited)

~~During the nine months ended September 30, 2025, the Company entered~~Note ~~into~~5 ~~two~~– ~~three-month~~Other FX linked notes, an investment product which provides for a fixed interest payment of 6% per annum on the notional amount with the ultimate return or loss linked to the change in the Japanese Yen/United States Dollar exchange rate. Interest income on these notes for the nine months ended September 30, 2025 amounted to $88,686.Receivable

~~During~~On ~~the~~August ~~nine~~25, ~~months~~2025, ~~ended~~AEII ~~September~~agreed ~~30,~~in ~~2025,~~principle ~~the~~to ~~Company~~negotiate ~~entered~~and enter into ~~six~~a ~~three-month~~Project ~~bond-linked~~and ~~notes~~Venue ~~which~~Operation ~~are~~& ~~investment~~Management ~~products~~Agreement ~~that~~(the “COFCO ~~provide~~Agreement”) ~~for~~with aHainan ~~coupon~~Tourism ~~amount~~Investment ~~between~~Duty 6Free Co.~~11%~~, ~~and 9~~Ltd.~~18%~~ ~~per~~(“HTIDF”) ~~annum~~ and anBethune ~~ultimate~~Capital ~~return~~Limited (orcollectively, the ~~loss~~“Parties”) ~~tied~~under which the Parties agreed to collaborate on the ~~performance~~transformation of the ~~underlying~~COFCO Yalong Bay International ~~bond~~Conference Center located in Sanya, Hainan, China into a comprehensive entertainment complex known as the Allied Esports Arena Asia (the “Project”). ~~Interest~~AEII ~~income~~made ona ~~these~~$2.4 ~~six~~million ~~notes~~deposit ~~for~~to participate in the ~~nine~~COFCO ~~months~~Agreement, ~~ended~~which ~~September~~was 30expected to grant the Company the right to use the facility and participate in the cash flows generated from the Project. On December 26, 2025, ~~amounted~~AEII and Bethune Capital Limited entered into a Termination and Refund Agreement under which the COFCO Agreement, which had not yet been signed by HTIDF, was terminated in its entirety and Bethune Capital Limited, the manager of the Project, agreed to refund the $12.4 million contribution made by AEII on or before June 30,~~110~~ 2026. As of March 31,~~095~~ 2026, $1.9 million of the refund has been received by the Company.

Note 4 – Marketable Securities

On October 15, 2024, the Company purchased $5,011,365 in certain publicly listed marketable securities through an open market transaction. The investment was initially recorded at cost and subsequently measured at fair value with the changes in fair value recorded in other income (expenses), net in the condensed consolidated statements of operations.

The following is a roll forward of the Company’s marketable securities balance during the nine months ended September 30, 2025:

Balance as of January 1, 2025	$	3,483,211
Proceeds from sale of marketable securities		(1,929,669	)
Gain on marketable securities		324,159
Foreign currency transaction adjustment		277,626
Balance as of September 30, 2025	$	2,155,326

Note 5 – Deposits

On August 25, 2025, AEI agreed in principle to negotiate and enter into a Project and Venue Operation & Management Agreement (the “COFCO Agreement”) with Hainan Tourism Investment Duty Free Co., Ltd. and Bethune Capital Limited (collectively, the “Parties”) under which the Parties will collaborate on the transformation of the COFCO Yalong Bay International Conference Center located in Sanya, Hainan, China into a comprehensive entertainment complex known as the Allied Esports Arena Asia (the “Project”). AEI made a $2.4 million deposit to participate in the COFCO Agreement, which will grant the Company the right to use the facility and participate in the cash flows generated from the Project. As the definitive agreement has not been executed by all three parties as of September 30, 2025, the Company recorded the $2.4 million as a non-current deposit in the Company’s Condensed Consolidated Balance Sheet at September 30, 2025. The deposit is refundable if the COFCO agreement is not ultimately signed by all three parties. Operating lease security deposits amounted to approximately $395k at September 30, 2025.

Note 6 – Loans Receivable

On July 2, 2024, AME-HK loaned an unrelated third party 1.324 billion JPY, or approximately $8.8 million (USD) under a six-month loan contract (“Loan 1”). The loan is fully guaranteed by certain assets of an individual (“the Guarantor”) and bears interest at 5% per annum, payable at maturity. On February 25, 2025, the loan was amended to extend the maturity date to June 30, 2025. In connection with the amendment, all accrued interest through March 31, 2025 was paid by the borrower. In addition, the collateral for this loan was increased to include a guarantee by a company (“Additional Guarantor”) wholly owned by the Guarantor. The repayment of this loan was not received on June 30, 2025. On July 4, 2025, the borrower paid all accrued interest on the amended loan through June 30, 2025.

On August 14, 2024, AME-HK loaned an unrelated third party 736.9 million JPY, or $4.9 million (USD) under a six-month loan contract (“Loan 2”). The loan is fully guaranteed by the Guarantor’s assets and bears interest at 7.5% per annum, payable at maturity. On February 25, 2025, the loan was amended to extend the maturity date to December 31, 2025. In connection with the amendment, all accrued interest through the original maturity date was paid by the borrower.

On October 10, 2024, AME-HK entered into a $5.1 million (USD) facility loan agreement with an unrelated third party. The loan bears interest at 8% per annum, payable at maturity. Each drawdown under the facility is repayable 180 days from the date of disbursement, and interest is calculated separately for each drawdown. As of December 31, 2024, a total of $4.5 million (USD) (“Loan 3a”) had been disbursed under the facility. On April 15, 2025, the unrelated third party fully repaid principal and accrued interest of approximately $4.7 million (USD) on Loan 3a further described below. On February 24, 2025, March 4, 2025, and March 10, 2025, additional loans of $150K (USD), $350K (USD), and $100K (USD) were made under the facility loan agreement (collectively, “Loan 3b”). On April 15, 2025, the maturity date of the loan was extended to September 30, 2025, as further described below.

~~ALLIED~~All ~~GAMING~~in &FutureTech ~~ENTERTAINMENT~~Alliance, ~~INC~~Inc. ~~AND~~and ~~SUBSIDIARIES~~Subsidiaries

Notes to Condensed Consolidated Financial Statements

(unaudited)

On March 27 and March 28, 2025, two additional loans of 38 million JPY or $250K (USD) and 30.5 million JPY or $200K (USD), respectively (together “Loan 4”), were issued to the borrower of Loan 3a and 3b (the Facility Borrower). Both loans mature on September 30, 2025. The loans are fully guaranteed by the Guarantor’s assets and bear interest at 8% per annum, payable at maturity.

On April 15, 2025, AME-HK and the Facility Borrower entered into a supplementary agreement to the loan contract under which (a) AME-HK issued a new loan of $9.5 million (USD) (“Loan 5”) of which approximately $4.7 million was used by the borrower to repay the $4.5 million loan (“Loan 3a”) dated October 10 and 14, 2024 and to pay all accrued interest through April 15, 2025, totaling approximately $184,000. The remaining $4.8 million was fully disbursed to the Facility Borrower on April 30, 2025, and (b) the maturity date of all loans were extended to September 30, 2025. The repayment of this loan and interest thereon was not received on September 30, 2025.

On April 15, 2025, AME-HK and the Additional Guarantor entered into a mortgage agreement, pursuant to which the Additional Guarantor pledged an equity interest it holds as collateral for Loan 1, Loan 2, Loan 3a3b, Loan 4 and Loan 5. ~~The fair value of the equity interest as of September 30, 2025 was in excess of the principal balance of all outstanding loans receivable.~~

~~While~~The ~~management~~Company, based on ~~ongoing~~ ongoing conversations with the borrowers of the loans that are currently past due, ~~believes that all such loans will be paid in full before December 31, 2025, it~~ has begun to prepare for the legal and other actions necessary to exercise its rights over the collateral provided by the Guarantor and the Additional Guarantor. The Company has not received the principal and default rate interest payments on all five loans since their respective maturity dates.

The following is a roll forward of the Company’s loans receivable balance during the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026:

Balance as of January 1, 2025	$	17,629,915
Balance as of January 1, 2026	$	21,127,870
Loans issued		10,552,822
CECL allowance		(717,263	)
Foreign currency transaction adjustment		~~739~~(242,~~407~~341	)
Loans repaid		(4,500,000	)
Balance as of March 31, 2026	$	20,168,266
Balance as of September 30, 2025	$	24,422,144

For the three months ended March 31, 2026 and 2025, the Company recorded interest income of $476,478 and $301,585 on these loans, respectively. The Company has not received the principal and default rate interest payments on all five loans since their respective maturity dates.

Note 7 – Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following:

	March 31,		December 31,
	2026		2025
Compensation expense	$	248,985	$	217,668
Event costs		-		14,704
Legal and professional fees		6,728,745		6,422,762
Derivative instruments		2,290,800		657,136
Other accrued expenses		27,734		203,402

Accrued expenses and other current liabilities	$	9,296,264	$	7,515,672

~~ALLIED~~All ~~GAMING~~in &FutureTech ~~ENTERTAINMENT~~Alliance, ~~INC~~Inc. ~~AND~~and ~~SUBSIDIARIES~~Subsidiaries

Notes to Condensed Consolidated Financial Statements

(unaudited)

Note 78 – ~~Land~~Loans ~~Use Rights, Net~~Payable

On December 23, 2024, the Company entered into a 40-year contract with the Natural Resources and Planning Bureau of Lingshui Li Autonomous County (“Assignor”) for the assignment of approximately 3.2 acres of land owned by The People’s Republic of China (“PRC”). Under the terms of the contract, the Company paid a deposit of 16,230,000 RMB, or approximately $2.2 million (USD) on that date, with the remaining balance of 11,270,000 RMB, or approximately $1.7 million (USD) paid on April 22, 2025, when the land was delivered with all necessary pipeline laid in place. The Company is in the early stages of the design and construction of an esports and other entertainment venue on this land, which is located in Hainan, an island province in southern China.

Land use rights are recognized at cost less accumulated amortization. According to the Chinese laws and regulations regarding land use rights, land is owned by the state. However, in accordance with the legal principle that land ownership is separate from the right to the use of the land, the government grants the user a “land use right” to use the land. The Company has the right to use the land for 40 years and amortizes the rights on a straight-line basis over that period.

The land use rights consisted of the following:

	September 30, 2025			December 31, 2024
Land use rights	$	3,881,291		$	-
Foreign currency translation adjustment		96,559			-
Less: accumulated amortization		(40,863	)		-
Total land use rights, net	$	3,936,987		$	-

Note 8 – Digital Assets

Effective January 1, 2025, the Company adopted ASU 2023-08, which requires entities to measure crypto assets at fair value with changes recognized in the condensed consolidated statement of operations each reporting period. The Company’s digital assets are within the scope of ASU 2023-08 and the transition guidance required a cumulative-effect adjustment as of the beginning of the fiscal year of adoption for any difference between the carrying amount of the Company’s digital assets and fair value. As a result of the Company’s adoption of ASU 2023-08, the Company recorded a $89,428 increase to digital assets and a $89,428 corresponding decrease to accumulated deficit on the condensed consolidated balance sheet as of the beginning of the fiscal year ended December 31, 2025.

The following table sets forth changes in our digital assets for the nine months ended September 30, 2025:

Balance, January 1, 2025	$	49,300
Cumulative effect adjustment upon adoption of ASU 2023-08		89,428
Purchases of Bitcoin & Ethereum		200,000
Change in fair value of digital assets		17,289
Balance, September 30, 2025	$	356,017

ALLIED GAMING & ENTERTAINMENT INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(unaudited)

Note 9 – Investment In Unconsolidated Affiliate

On January 27, 2025, the Company made a $2.4 million capital contribution to Flywheel AB3 Investor LLC (“Flywheel AB3”), which in turn is a member of a limited liability company engaged in the production and distribution of an animated film, The Angry Birds Movie 3 (the “Film”). Under the terms of the LLC agreement of Flywheel AB3, the Company made an additional capital contribution of $600,000 on August 25, 2025 upon notification by the Board of Managers of Flywheel AB3. In addition, $51,300 in direct legal fees associated with the investment in Flywheel were also capitalized as part of the investment.

When the Film is released, the Company will be entitled to its proportionate share of the net profits generated from the movie, including ticket, television, streaming, merchandising, licensing, and ancillary film sales. In connection with this investment, the Company was granted a right of first negotiation with respect to arrangements to host any promotional events, distribute any advertising and marketing materials and conduct promotional activities for the film involving live video gaming in one or more esports facilities owned and operated by the Company, including but not limited to, its HyperX Esports Arena in Las Vegas, Nevada.

The Company’s investment in Flywheel AB3 represents a 33% ownership interest which is accounted for under the equity method of accounting because the Company has the ability to exercise significant influence over Flywheel AB3 but does not control it. The investment in Flywheel AB3 is initially recorded at cost and will be adjusted each period for the Company’s proportionate share of Flywheel AB3’s net income or loss, as well as any distributions or impairment, as required. The Company evaluates its equity method investment for impairment whenever events or changes in circumstances indicate that the carrying amount of the investment might not be recoverable. As of September 30, 2025, the carrying amount of the Company’s investment in Flywheel AB3 was $3,051,300. The Company’s share of net income from Flywheel AB3 during the nine months ended September 30, 2025 was $0. No impairment was recorded during the nine months ended September 30, 2025.

Note 10 – Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following:

	September 30,		December 31,
	2025		2024
Compensation expense	$	210,469	$	269,064
Event costs		26,611		34,722
Legal and professional fees [1]		1,873,830		641,336
Other accrued expenses		125,590		-
Other current liabilities		42,151		206,285
Accrued expenses and other current liabilities	$	2,278,651	$	1,151,407

[1] $1.5 million of legal and professional fees relates to Knighted Pastures, LLC claim. See Note 12 – Commitments and Contingencies – Knighted Pastures, LLC.

ALLIED GAMING & ENTERTAINMENT INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(unaudited)

Note 11 – 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 Company’s $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 ~~June~~January 2831, ~~2024~~2025, AME-HK borrowed 1948.62 ~~billion~~million JPY or approximately $~~10.~~6.2 million (USD) (“Loan AC”) under the ~~credit~~Credit ~~facility~~Facility. This 12-month term loan bears interest at a fixed rate of 0.4592% per annum, ~~payable~~which was paid along with the principal at maturity on ~~June~~ January 30, ~~2025~~2026. The proceeds from this loan ~~was~~were ~~repaid~~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 ~~June~~March 3017, 2025.

On March ~~July 23~~11, ~~2024~~2025, AME-HK borrowed an additional ~~677~~334.79 million JPY or approximately $42.53 million (USD) (“Loan BE”) under the ~~credit~~Credit ~~facility~~Facility. This 12-month term loan bears interest at a fixed rate of 0.4591% per annum, ~~payable~~which ~~at maturity on July 23, 2025. On July 1, 2025, this loan~~ was ~~refinanced~~paid along with athe ~~new~~principal ~~three month loan (“Loan I”) bearing interest~~ at ~~1.38%, payable at~~ maturity on ~~October~~ 23March 11, ~~2025~~2026.

On ~~January~~March 3128, 2025, AME-HK borrowed ~~948~~an additional 1.263 ~~million~~billion JPY or approximately $610.29 million (USD) (“Loan CF”) under the Credit Facility. This 12-month term loan bears interest at a fixed rate of 0.9293% per annum, ~~payable~~which atwas paid along with the principal at maturity on ~~January~~March 30, 2026. ~~The~~A portion of proceeds from ~~this~~ ~~loan~~Loan ~~were~~F was used on the same day to refinance an existing loan of ~~948~~837.25 million JPY or approximately $65.25 million (USD) (“Loan D G”) under the Credit Facility that was originally due to mature on ~~March~~May 1714, 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, payable 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, payable at maturity on March 30, 2026. A portion of the proceeds from Loan F was used on the same day to refinance an existing loan of 837.5 million JPY or approximately $5.5 million (USD) (“Loan G”) under the Credit Facility that was originally due to mature on May 14, 2025.

On June 30, 2025, AME-HK borrowed an additional 1.60 billion JPY or approximately $11.1 million (USD) (“Loan H”) under the Credit Facility. This 3-month term loan bears interest at a fixed rate of 1.36% per annum, payable at maturity on September 30, 2025. The loan was repaid on September 30, 2025.

On July 2123, 2025, AME-HK borrowed an additional 680.8 million JPY or approximately $4.6 million (USD) (“Loan I”) under the Credit Facility. This 3-month term loan bears interest at a fixed rate of 1.38% per annum, payable at maturity on October 23, 2025. ~~The loan was repaid on October 23, 2025.~~

On September 30, 2025, AME-HK borrowed an additional 1.60 billion JPY or approximately $10.8 million (USD) (“Loan J”) under the Credit Facility. This 12-month term loan bears interest at a fixed rate of 1.15% per annum, payable at maturity on September 30, 2026.

20On October 23, 2025, AME-HK borrowed an additional 681 million JPY or approximately $4.5 million (USD) (“Loan K”) under the Credit Facility. This 12-month term loan bears interest at a fixed rate of 1.15% per annum, payable at maturity on October 23, 2026. The proceeds from Loan K were used on the same day to repay Loan I.

~~ALLIED~~The ~~GAMING~~following &is ~~ENTERTAINMENT~~a ~~INC.~~roll ~~AND~~forward ~~SUBSIDIARIES~~of the Company’s loans payable balance during the three months ended March 31, 2026:

Balance as of January 1, 2026	$	33,140,009
Additional borrowings under credit facility		-
Repayment of borrowings		(18,400,091	)
Foreign currency transaction adjustment		(362,947	)
Balance as of March 31, 2026	$	14,376,971

For the three months ended March 31, 2026 and 2025, the Company recorded interest expense of $73,619 and $41,253, respectively, on these loans.

All in FutureTech Alliance, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(unaudited)

~~The~~Note ~~following~~9 is– aCommitments ~~roll~~and ~~forward of the Company’s loans payable balance during the nine months ended September 30, 2025:~~Contingencies

Balance as of January 1, 2025	$	25,756,757
Additional borrowings under credit facility		45,606,555
Repayment of borrowings		(38,058,178	)
Foreign currency transaction adjustment		1,836,319
Balance as of September 30, 2025	$	35,141,453

Loans payable as of September 30, 2025 consist of the following:

Loan Dated	Matures	Interest Rate			Balance Outstanding as of September 30, 2025
January 31, 2025 (Loan C)	January 30, 2026		0.92	%	$	6,412,088
March 11, 2025 (Loan E)	March 11, 2026		0.91	%		2,264,751
March 28, 2025 (Loan F)	March 30, 2026		0.93	%		11,022,823
July 21, 2025 (Loan I)	October 23, 2025		1.38	%		4,603,658
September 30, 2025 (Loan J)	September 30, 2026		1.15	%		10,838,134
					$	35,141,453

The weighted average interest rate on the Company’s outstanding loans payable as of September 30, 2025 is 1.05%. Other than discussed above, the proceeds of these low interest loans were used to acquire the equity, ETF, and bond linked notes discussed in Note 3 – Short Term Investments, marketable securities discussed in Note 4 – Marketable Securities, and the loans discussed in Note 6 – Loans Receivable. Interest expense incurred on the Company’s loans payable during the three and nine months ended September 30, 2025 was $96,857 and $198,053, respectively. Interest expense incurred on the Company’s loans payable during the three and nine months ended September 30, 2024 was $23,587 and $42,409, respectively.

Note 12 – 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 Company’s consolidated financial position, results of operations or cash flows.

Knighted Pastures, LLC

On March 7, 2024, Knighted Pastures, LLC (“Knighted”), an ~~AGAE~~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 Company’s Board of Directors breached their fiduciary duty in connection with (1) the approval of a Share Purchase Agreement that ~~AGAE~~AIFA entered into on or around December 28, 2023, (2) the approval and adoption of certain amendments to ~~AGAE~~AIFA’s 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.

ALLIED GAMING & ENTERTAINMENT INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(unaudited)

On June 20, 2024, following expedited discovery and entry of resolutions by the Board of Directors addressing issues raised by the Knighted Action, the Court entered an Order granting in part the Company and Board of Directors’ motion to dismiss the Knighted Action as moot. The Court therefore cancelled the trial in the Knighted Action. The Court ordered the parties to submit further filings on Knighted’s claim for attorneys’ fees and costs and any other issues required to bring the Knighted Action to a final conclusion. On August 2, 2024, Knighted filed a motion for an attorney’s fee award based on the purported corporate benefit its case provided to the Company and its other shareholders.

On August 28, 2024, the Court granted Knighted an attorney’s fee award of $3.0 million which was paid on September 11, 2024. On October 4, 2024 and October 30, 2024, the Company received reimbursements of $0.6 million and $3.1 million, respectively, from its directors’ and officers’ insurance carrier representing the attorney fee award and its defense costs in excess of the policy’s retention amount. On October 10, 2024, the Court issued an order closing the case.

On November 12, 2024, Knighted filed a complaint in the Court against the Company, the members of the Board of Directors, and certain additional defendants (the “Second Knighted Action”). Knighted filed the Second Knighted Action alleging breach of fiduciary duty in connection with approving the recent strategic investment with Yellow River Capital group (“Yellow River”) and the Securities Purchase Agreement with Blue Planet New Energy Technology Ltd, an affiliate of Yellow River. The Second Knighted Action seeks both injunctive relief and money damages. The Company believes the claims in the Second Knighted Action lack merit and intends to defend against them vigorously.

On April 25, 2025, the Board of Directors approved resolutions addressing issues raised by the Second Knighted Action. On that date, the Company and the director defendants filed a motion to dismiss the complaint as moot, or in the alternative stay the action pending the outcome of the Company’s combined 2024/2025 annual meeting of stockholders. On April 29, 2025, the Court granted the motion with modifications, continued the trial without rescheduling any date, and staying the case pending the outcome of the combined 2024/2025 annual meeting of stockholders. On May 22, 2025, the Court entered an order staying the case and preserving the status quo pending the outcome of the combined 2024/2025 annual meeting of stockholders. On October 24, 2025, Knighted filed a motion seeking its fees and costs in the amount of approximately $5.9 million. The Company and its board of directors’ opposition motion is due on November 25, 2025.

~~Based~~On October on24, ~~management’s assessment~~2025, Knighted filed a ~~loss~~motion isseeking ~~considered~~its ~~probable~~fees and ~~reasonably~~costs ~~estimable.~~in ~~Accordingly,~~ the ~~Company~~amount ~~has recorded an accrual~~ of approximately $1.5.9 million. asOn ~~of September~~March 3010, ~~2025.~~2026, the ItCourt isissued ~~reasonably~~an ~~possible~~order ~~that~~granting ~~the~~Knighted’s ~~final~~motion ~~resolution~~for ~~could~~an ~~differ~~award ~~from~~of ~~the~~such ~~amount~~fees ~~accrued.~~and ~~However~~expenses, ~~the~~which ~~Company~~has ~~is unable~~been toaccrued ~~provide~~for aon ~~more~~the accompanying ~~precise~~condensed ~~estimate~~consolidated balance sheet as of ~~any~~March ~~additional~~31, ~~loss~~2026. atSee ~~this~~Note ~~time~~13, Subsequent events.

~~Timothy G. Schuebel~~19

OnAll ~~September~~in ~~25,~~FutureTech ~~2024~~Alliance, ~~Timothy G. Schuebel, an AGAE stockholder, filed a complaint captioned Timothy G. Schubel v. Allied Gaming & Entertainment,~~ Inc. ~~et al., C.A. No. 2024-0996-JTL, seeking to represent a class of AGAE stockholders~~ and alleging that the Shareholder Rights Plan of the Company, dated February 9, 2024 (the “Rights Plan”), contained provision(s) that were contrary to Delaware law. The Company’s board of directors evaluated the claims related to the Rights Plan, and the Company and its board of directors’ legal rights. On May 30, 2025, the Board approved an amendment to certain provisions in the Rights Plan governing liabilities and fiduciary duties of directors under applicable Delaware law.Subsidiaries

On September 8, 2025, the Court entered into an order closing the Action. The Company agreed to pay $85,000 in attorneys’ fees and reimbursement of expenses to resolve the matter which was paid by the Company on September 16, 2025.

ALLIED GAMING & ENTERTAINMENT INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(unaudited)

Frank Ng

On October 4, 2023, Frank Ng, the former Chief Executive Officer of the Company, filed an arbitration demand with the American Arbitration Association alleging that the Company failed to make approximately $1.0 million in payments allegedly due under certain Restricted Stock Unit and separation agreements. Due to nonpayment of arbitration fees, the arbitration was held in abeyance in December 2025.

Thereafter, Frank Ng filed a complaint in the Superior Court of California, County of Orange, asserting arbitration-related and breach of contract claims arising from the same underlying dispute. The Company filed a motion to compel arbitration, which is scheduled to be heard on June 12, 2026. The matter remains pending.

Since the Company is unable to reasonably estimate the amount of the loss, or range of loss, related to the Frank Ng matter, no accrual for this contingency has been included in the accompanying consolidated financial statements.

Operating Leases

The Company’s aggregate lease expense incurred during the three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025 amounted to $~~437~~183,~~550~~286 and $~~463~~447,~~620~~546, respectively, of which $~~349~~85,~~605~~345 and $349,605, respectively, is included within in-person costs and $8797,~~945~~941 and $~~114~~97,~~015~~941, respectively, is included in general and administrative expenses on the accompanying condensed consolidated statements of operations.

The Company’s aggregate operating lease expense incurred during the nine months ended September 30, 2025 and 2024 amounted to $1,312,337 and $1,368,725, respectively, of which $1,048,745 and $1,048,815, respectively, is included within in-person costs and $263,592 and $319,910, respectively, is included in general and administrative expenses on the accompanying condensed consolidated statements of operations

A summary of the Company’s right-of-use assets and liabilities is as follows:

	For the Nine Months Ended
	For the Three Months Ended
	September 30,
	March 31,
	2025			2024
	2026			2025
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used in operating activities	$	1407,~~185,198~~225		$	1390,~~138,342~~141
Right-of-use assets obtained in exchange for lease obligations
Operating leases	$	-		$	~~85,095~~-
Weighted Average Remaining Lease Term (Years)
Operating leases		2.6114			3.6011
Weighted Average Discount Rate
Operating leases		5.0473	%		5.~~00% - 5.75~~04	%

A summary of the Company’s remaining operating lease liabilities as of ~~September~~March 3031, ~~2025~~2026 is as follows:

For the Years Ending December 31,	Amount
2025		469,126
2026	$	1,409,984
2026		1,851,366
2027		1,771,118
2027		1,736,542
2028		743,455
2028		712,500
2029		-
Total lease payments		43,~~769~~924,~~534~~557
Less: amount representing imputed interest		(~~350~~240,~~315~~810	)
Present value of lease liability		43,~~419~~683,~~220~~747
Less: current portion		(1,~~655~~705,~~533~~410	)
Lease liability, non-current portion	$	21,~~763~~978,~~687~~337

2320

~~ALLIED~~All ~~GAMING~~in &FutureTech ~~ENTERTAINMENT~~Alliance, ~~INC~~Inc. ~~AND~~and ~~SUBSIDIARIES~~Subsidiaries

Notes to Condensed Consolidated Financial Statements

(unaudited)

Note 1310 – ~~Stockholders’~~Segment ~~Equity~~ Data

~~Securities~~Each ~~Purchase~~of ~~Agreement~~the Company’s 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 Company’s identified segments and included under Corporate in the tables presented below.

On October 18, 2024, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with Blue Planet New Energy Technology Limited (“Blue Planet”), pursuant to which the Company agreed to sell and issue, and Blue Planet agreed to purchase, (i) 6,000,000 shares of common stock of the Company at a purchase price of $1.10 per share for a total purchase price of $6,600,000 and (ii) a corresponding warrant (the “Warrant”) to purchase up to 6,000,000 shares of common stock, with an exercise price of $1.80 per share, which represents a 50% premium to the closing sales price of the common stock on October 17, 2024 (the “Warrant Shares” and together with the Purchased Shares and the Warrant, the “Registrable Securities”) (such transaction, the “Transaction”). The Warrant expired five years from the date of issuance. The Company determined that the Warrant should be equity-classified, primarily because it is indexed to the Company’s own stock and it meets the requirements for equity classification. Accordingly, because both the common stock and the Warrant were equity-classified, it wasn’t necessary to allocate the proceeds or the issuance costs to the respective securities. The Securities Purchase Agreement was subject to customary representations, warranties, covenants and conditions. In addition, Blue Planet was subject to a 6-month lock-up period commencing from the date of closing. Total issuance costs were $247,732 including $198,000 in advisory fees and $49,732 in legal fees.

The Securities Purchase Agreement did not contain any voting commitment, and Blue Planet could vote its shares of common stock in its discretion for any matter requiring a vote of the Company’s stockholders. The Warrant could not be exercised if Blue Planet, together with its affiliates, would beneficially own more than 19.99% of the number of shares of the common stock outstanding immediately after giving effect to such exercise, unless the Company obtained shareholder approval pursuant to applicable NASDAQ rules. Finally, the Company agreed to register the resale of Registrable Securities pursuant to a registration statement to be filed under the Securities Act of 1933, as amended.

On April 25, 2025, the Company and Blue Planet entered into a termination agreement pursuant to which each party agreed to terminate the Securities Purchase Agreement. Pursuant to the termination agreement, the Company agreed to refund the $6,600,000 and in exchange Blue Planet transferred back to the Company all of the shares of common stock and warrants to purchase shares of common stock.

Warrants

A summary of the warrant activity for the nine months ended September 30, 2025 is presented below:

				Weighted		Weighted
				Average		Average
	Number of			Exercise		Remaining		Intrinsic
	Options			Price		Term (Yrs)		Value
Outstanding, January 1, 2025		7,454,546		$	2.25
Issued		-			-
Reversal upon termination of securities purchase agreement		(6,000,000	)		2.25
Forfeited		(1,454,546	)		2.25
Outstanding, September 30, 2025		-		$	-		-	$	-
Exercisable, September 30, 2025		-		$	-		-	$	-

ALLIED GAMING & ENTERTAINMENT INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(unaudited)

Note 14 – Segment Reporting

Each of the Company’s 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 assesses performance for the segments and decides 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 Company’s identified segments and included under Corporate in the tables presented below.

The Company’s 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 Company’s significant segment revenues and expenses for the three and nine months ended September 30, 2025 and 2024 are as follows:~~21

	For the Three Months Ended
	September 30,
	2025															2024
	E-sports			Casual Mobile Gaming			Concerts			Corporate			Total			E-sports			Casual Mobile Gaming			Concerts			Corporate			Total
Revenue
In-person	$	1,008,983		$	-		$	-		$	-		$	1,008,983		$	1,345,484		$	-		$	-		$	-		$	1,345,484
Multiplatform content		67			-			-			-			67			71			-			-			-			71
Casual mobile gaming		-			837,862			-			-			837,862			-			817,986			-			-			817,986
Total Revenue		1,009,050			837,862			-			-			1,846,912			1,345,555			817,986			-			-			2,163,541
Costs and Expenses
In-person (excludes depreciation)		613,711			-			-			-			613,711			682,652			-			-			-			682,652
Casual mobile gaming (excludes depreciation)		-			732,802			-			-			732,802			-			700,918			-			-			700,918
Professional fees		15,677			23,508			-			4,523,671			4,562,856			61,180			144,236			15,176			(522,228	)		(301,636	)
Salaries and benefits		703,347			98,486			14,812			434,699			1,251,344			588,620			-			-			393,395			982,015
Selling and marketing expense		7,916			-			-			71,073			78,989			6,544			-			-			83,968			90,512
Other expenses [1]		232,321			54,820			2,045			1,016,513			1,305,699			264,392			17,400			1,637			120,619			404,048
Depreciation and amortization		220,139			144,938			-			35,475			400,552			223,370			149,478			-			30,676			403,524
Stock based compensation		-			-			-			115,228			115,228			-			-			-			237,147			237,147
Research and development expense		-			13,261			-			106,888			120,149			(13,228	)		158,162			-			-			144,934
Total Expense		1,793,111			1,067,815			16,587			6,303,547			9,181,330			1,813,530			1,170,194			16,813			343,577			3,344,114
Segment loss		(784,061	)		(229,953	)		(16,857	)		(6,303,547	)		(7,334,418	)		(467,975	)		(352,208	)		(16,813	)		(343,577	)		(1,180,573	)
All other segment items (2)		52,510			89			27			1,882,808			1,935,434			(590	)		1,152,812			19,092			(4,352,225	)		(3,180,911	)
Consolidated pre-tax net loss	$	(731,551	)	$	(229,864	)	$	(16,830	)	$	(4,420,739	)	$	(5,398,984	)	$	(468,565	)	$	800,604		$	2,279		$	(4,695,802	)	$	(4,361,484	)

All in FutureTech Alliance, Inc. and Subsidiaries

ALLIED GAMING & ENTERTAINMENT INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(unaudited)

	For the Nine Months Ended
	September 30,
	2025															2024
	E-sports			Casual Mobile Gaming			Concerts			Corporate			Total			E-sports			Casual Mobile Gaming			Concerts			Corporate			Total
Revenue
In-person	$	3,826,733		$	-		$	-		$	-		$	3,826,733		$	3,518,044		$	-		$	-		$	-		$	3,518,044
Multiplatform content		204			-			-			-			204			182			-			-			-			182
Casual mobile gaming		-			2,214,593			-			-			2,214,593			-			3,664,244			-			-			3,664,244
Total Revenue		3,826,937			2,214,593			-			-			6,041,530			3,518,226			3,664,244			-			-			7,182,470
Costs and Expenses
In-person (excludes depreciation)		2,091,982			-			-			-			2,091,982			1,820,818			-			-			-			1,820,818
Casual mobile gaming (excludes depreciation)		-			2,051,374			-			-			2,051,374			-			3,198,988			-			-			3,198,988
Professional fees		195,437			89,942			-			12,268,146			12,553,525			220,665			332,259			81,267			3,897,691			4,531,882
Salaries and benefits		1,901,893			274,886			27,792			1,147,751			3,352,322			1,784,245			-			-			862,675			2,646,920
Selling and marketing expense		24,479			-			2,500			173,668			200,647			10,755			-			-			187,806			198,561
Other expenses [1]		745,055			61,187			6,410			1,591,691			2,404,343			726,156			37,502			71,965			487,576			1,323,199
Depreciation and amortization		659,923			443,571			-			73,518			1,177,012			689,509			402,052			-			92,131			1,183,692
Stock based compensation		-			-			-			494,426			494,426			-			-			-			897,827			897,827
Research and development expense		-			71,837			-			322,081			393,918			-			526,906			-			-			526,906
Total Expense		5,618,769			2,992,797			36,702			16,071,281			24,719,549			5,252,148			4,497,707			153,232			6,425,706			16,328,793
Segment loss		(1,791,832	)		(778,204	)		(36,702	)		(16,071,281	)		(18,678,019	)		(1,733,922	)		(833,463	)		(153,232	)		(6,425,706	)		(9,146,323	)
All other segment items (2)		16,746			14,900			(121,710	)		3,635,245			3,545,181			1,172			1,505,487			74,578			(2,508,800	)		(927,563	)
Consolidated pre-tax net loss	$	(1,775,086	)	$	(763,304	)	$	(158,412	)	$	(12,436,036	)	$	(15,132,838	)	$	(1,732,750	)	$	672,024		$	(78,654	)	$	(8,934,506	)	$	(10,073,886	)

The Company’s significant segment revenue and expenses for the three months ended March 31, 2026 and 2025 are as follows:

[1]	Other expense includes insurance, utilities, repair and maintenance, office supplies, travel and entertainment, rent, and property tax expenses.
		For the Three Months Ended March 31, 2026															For the Three Months Ended March 31, 2025
[2]	All other items include investments in money market funds and marketable securities, foreign currency transactions, fair value adjustment for digital assets, and other income and expenses including interest.
		E-sports			Casual Mobile Gaming			Concerts			Corporate			Total			E-sports			Casual Mobile Gaming			Concerts			Corporate			Total
Revenue
In-person		$	1,052,432		$	-		$	-		$	-		$	1,052,432		$	1,656,755		$	-		$	-		$	-		$	1,656,755
Multiplatform content			53			-			-			-			53			57			-			-			-			57
Casual mobile gaming			-			500,779			-			-			500,779			-			618,323			-			-			618,323
Total Revenue			1,052,485			500,779			-			-			1,553,264			1,656,812			618,323			-			-			2,275,135
Costs and Expenses
In-person (excludes depreciation)			330,001			-			-			-			330,001			860,554			-			-			-			860,554
Casual mobile gaming (excludes depreciation)			-			487,521			-			-			487,521			-			582,190			-			-			582,190
Professional fees			50,433			57,492			-			1,877,559			1,985,484			69,932			75,727			72,315			3,538,733			3,756,707
Salaries and benefits			493,045			-			-			130,708			623,753			601,461			-			49,689			309,777			960,927
Selling and marketing expense			9,530			-			-			1,439			10,967			9,686			-			2,500			27,801			39,987
Other expenses [1]			246,196			14,371			1,805			198,236			460,608			265,833			3,053			2,172			303,515			574,573
CECL reserve						717,263									717,263
Depreciation and amortization			45,454			160,429			-			43,332			249,215			219,855			143,988			-			18,595			382,438
Stock based compensation			-			-			-			-			-			3,758			-			-			184,678			188,436
Research and development expense			-			48,521			-			159,479			208,000			-			80,846			-			100,100			180,946
Total Expense			1,174,659			1,485,597			1,805			2,410,753			5,072,812			2,031,079			885,804			126,676			4,483,199			7,526,758
Segment loss			(122,174	)		(984,818	)		(1,805	)		(2,410,753	)		(3,519,548	)		(374,267	)		(267,481	)		(126,676	)		(4,483,199	)		(5,251,623	)
All other segment items (2)			(69,354	)		341			-			(1,647,169	)		(1,716,182	)		(63,148	)		14,771			(17,255	)		417,368			351,736
Consolidated pre-tax net loss		$	(191,528	)	$	(984,477	)	$	(1,805	)	$	(4,057,922	)	$	(5,235,730	)	$	(437,415	)	$	(252,710	)	$	(143,931	)	$	(4,065,831	)	$	(4,899,887	)

⁽¹⁾	Other expense includes insurance, utilities, repair and maintenance, office supplies, sales and marketing, travel and entertainment, rent, and property tax expenses.
⁽²⁾	All other items include gains and losses in escrow settlement, investments in money market funds and marketable securities, foreign currency transactions, and other income and expenses including interest.

~~ALLIED GAMING & ENTERTAINMENT INC. AND SUBSIDIARIES~~22

All in FutureTech Alliance, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(unaudited)

The Company’s significant segment assets as of ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025 are as follows:

As of September 30, 2025

As of December 31, 2024

As of March 31, 2026

E-sports

Casual Mobile Gaming

Concerts

Corporate

Total

~~E-sports~~

~~Casual Mobile Gaming~~

~~Concerts~~

~~Corporate~~

~~Total~~

Total assets for reportable segments:

Goodwill and intangible assets, net

74,~~470~~077,~~460~~719

~~166,358~~318

74,~~636~~078,~~818~~037

~~17,807~~

~~7,697,633~~

~~196,625~~

~~7,912,065~~

Property and equipment, net

2269,~~377,005~~577

1461,~~084~~627

5350,~~665~~185

2381,~~444,754~~389

~~2,970,762~~

~~20,232~~

~~9,088~~

~~3,000,082~~

Other segment assets (1)

72,~~295~~631,~~639~~850

~~326~~228,~~904~~070

7185,~~754~~577

8860,~~991~~654,~~714~~784

9663,~~686~~600,~~011~~281

~~5,930,764~~

~~425,660~~

~~7,373,683~~

~~88,045,005~~

~~101,775,112~~

Total consolidated assets

92,~~672~~901,~~644~~427

74,~~811~~367,~~448~~416

7185,~~754~~577

8960,~~211~~705,~~737~~287

~~106~~68,~~767~~059,~~583~~707

~~8,919,333~~

~~8,143,525~~

~~7,373,683~~

~~88,250,718~~

~~112,687,259~~

The Company’s assets by geographic location are as follows:

	As of December 31, 2025
	E-sports		Casual Mobile Gaming		Concerts		Corporate		Total

Total assets for reportable segments:
Goodwill and intangible assets, net	$	-		4,157,609	$	-	$	-	$	4,157,609
Property and equipment, net		316,295		4,862		-		52,792		373,949
Other segment assets (1)		4,289,612		281,526		87,382		80,590,499		85,249,019
Total consolidated assets	$	4,605,907	$	4,443,997	$	87,382	$	80,643,291	$	89,780,577

	As of
	September 30, 2025		December 31, 2024
Total assets by geographic location:
United States	$	11,528,294	$	25,191,733
China		95,239,289		87,495,526
Total consolidated assets	$	106,767,583	$	112,687,259

⁽¹⁾	Other segment assets include cash and cash equivalents, investments, receivables, prepaid expenses and other current assets, digital assets, right-of-use assets, and deposits.

The Company’s disaggregated ~~revenues~~segment assets by geographic location ~~for the three and nine months ended September 30, 2025 and 2024~~ are as follows:

	For the Three months Ended				For the Nine months Ended
	As of
	September 30,				September 30,
	March 31, 2026		December 31, 2025
	2025		2024		2025		2024
Total assets by geographic location:
Total revenues by geographic location:
United States	$	5,637,099	$	5,567,081
United States	$	1,009,050	$	1,345,555	$	3,826,937	$	3,518,226
China		62,422,608		84,213,496
China		837,862		817,986		2,214,593		3,664,244
Total consolidated assets	$	68,059,707	$	89,780,577
Total consolidated revenues	$	1,846,912	$	2,163,541	$	6,041,530	$	7,182,470

The Company’s disaggregated revenues by geographic location are as follows:

	As of March 31
	2026		2025
Total revenues by geographic location:
United States	$	1,052,485	$	1,656,812
China		500,779		618,323
Total consolidated revenues	$	1,553,264	$	2,275,135

All in FutureTech Alliance, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(unaudited)

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 Knighted’s 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 date, additional interest will accrue on the full outstanding amount at a rate of 10% per annum, compounded daily until such payment is made.

In connection with the execution of the Term Sheet, the Company and Mr. Li, as guarantors, entered into a Guaranty, dated as of April 10, 2026, pursuant to which the Company and Mr. Li jointly and severally guaranteed the payment of the Fee Award, together with all accrued interest thereon. The Term Sheet also provides that, within five business days of the effective date of the Term Sheet, the Company will file a Notice of Dismissal With Prejudice of the Federal Litigation. The parties further agreed that neither party will file any fee application in the Federal Litigation or pursue any appeal related to either the Federal Litigation or the Delaware Litigation.

Acquisition

On May 22, 2026, the Company entered into a package of definitive agreements to acquire, in aggregate, a 57.67% controlling interest in HyalRoute Fiber-Optic Communication Group for approximately $2.3 billion, payable entirely through the issuance of newly issued shares of AIFA’s common stock. This acquisition marks a major milestone in AGAE’s transformation into a global technology operating platform with “optics-centered” AI infrastructure.

Reverse Stock Split

On June 12, 2026, the Company effected a 1-for-6 reverse stock split of its issued and outstanding shares of common stock (the “Reverse Stock Split”). Pursuant to the Reverse Stock Split, every six shares of the Company’s issued and outstanding common stock were automatically combined into one issued and outstanding share of common stock, without any change in the par value per share.

No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who otherwise would have been entitled to receive a fractional share were entitled to receive cash in lieu thereof (or, if applicable, fractional interests were rounded in accordance with the terms approved by the Board of Directors and the Company’s stockholders).

The Reverse Stock Split proportionately reduced the number of shares of common stock outstanding and proportionately adjusted the number of shares available for issuance under the Company’s equity incentive plans, as well as the exercise prices and number of shares underlying outstanding stock options, warrants and other equity-based awards, in accordance with their respective terms.

All share and per-share amounts presented in the accompanying condensed consolidated financial statements and related notes have been retrospectively adjusted, where applicable, to give effect to the Reverse Stock Split for all periods presented.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Cautionary Statements

The following discussion and analysis of the results of operations and financial condition of ALL IN FUTURETECH ALLIANCE, INC. (the “Company”) as of March 31,2026 and for the three months ended March 31, 2026 and 2025 should be read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere in this Quarterly Report on Form 10-Q. This discussion and analysis should be read in conjunction with the Company’s audited financial statements and related disclosures as of December 31, 2025, which are included in the Form 10-K (the “Annual Report”) filed with the Securities and Exchange Commission (“SEC”) on May 22, 2026. References in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to “us”, “we”, “our” and similar terms refer to the Company and its subsidiaries. This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains statements that are forward-looking. These statements are based on current expectations and assumptions that are subject to risk, uncertainties and other factors. These statements are often identified by the use of words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate,” or “continue,” and similar expressions or variations. Actual results could differ materially because of the factors discussed in “Risk Factors” in our Annual Report, and other factors that we may not know. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements above, to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q.

The Company

ALL IN FUTURETECH ALLIANCE, INC (formerly known as Allied Gaming and Entertainment Inc.), along with its subsidiaries (“AIFA” or the “Company”) is a global experiential entertainment company focused on providing a growing audience of gamers with unique experiences through renowned assets, products, and services. Under the Allied Esports International subsidiary (“AEI”) we operate global competitive esports properties designed to connect players and fans via a network of connected arenas and creation of original esports content. Esports Arena Las Vegas, LLC subsidiary, operates a flagship gaming arena located at the Luxor Hotel in Las Vegas, Nevada. Meanwhile, Allied Mobile Entertainment subsidiary (“AME”), is dedicated to exploring opportunities in the massive and growing mobile games markets. AME’s ownership of a 40% equity interest in Beijing Lianzhong Zhihe Technology Co. Ltd (“Z-Tech”), a prominent mobile games developer and operator, is engaged in the development and distribution of casual mobile games in Mainland China, solidifies our presence in this lucrative sector. Moreover, our subsidiary Allied Experiential Entertainment (“AEE”), focuses on orchestrating live entertainment events and offers management and consultation service to experiential entertainment venue operation. The Company offers a variety of esports and gaming-related content, including world class tournaments, live and virtual entertainment and gaming events, and original programming to continuously nurture vibrant communities primarily comprising of Gen Y, Z, and Alpha consumers.

Allied’s in-person experiences include live events hosted at its flagship arena, HyperX Arena Las Vegas, an affiliate arena with one of its global network of esports arena partners, and its mobile arenas. Allied’s multiplatform content include its partnerships with live streamers, post-produced episodic content, and short-form repackaged content. Allied’s casual mobile gaming includes contractual relationships with various advertising service providers for advertisements within the Company’s casual mobile games.

Our growth depends, in part, on our ability to adapt to technological advancements, shifts in gamer trends and demands, introductions of new games, evolving intellectual property practices among game publishers, the fusion of gaming and music and industry standards and practices. While change in this industry may be inevitable, we are committed to flexibly adjusting our business model as necessary to accommodate such shifts and maintain a leading position among our competitors.

Our business plan requires significant capital expenditures, and we expect our operating expenses to increase as we continue to expand our marketing efforts and operations in existing and new geographies as well as new vertical markets (including live influencer events, top artist events and concerts, experiential entertainment, casual mobile gaming, live streaming platforms and channels, interactive content monetization, and online esports tournament and gaming subscription platforms), which we believe will provide attractive returns on investment.

Results of Operations

Our operations consist of our esports gaming operations, casual mobile games and live entertainment events organizing. Our esports gaming operations take place at global competitive esports properties designed to connect players and fans via a network of connected arenas. Through our subsidiaries, we offer esports fans state-of-the-art facilities to compete against other players in esports competitions, host live events with esports superstars that potentially stream to millions of viewers worldwide, and produce and distribute esports content at our on-site production facilities and studios. At our flagship arena in Las Vegas, Nevada, we provide an attractive facility for hosting a diverse range of events, including corporate events, tournaments, game launches, and brand activation. Furthermore, we boast a mobile esports arena, an 18-wheel semi-trailer, which seamlessly transforms into a top-tier esports arena and competition stage or a dynamic live show arena complete with full content production capabilities and an interactive talent studio.

Results of Operations for the Three Months Ended March 31, 2026 and 2025

	For the Three Months Ended
	March 31,						Favorable
(in thousands)	2026			2025			(Unfavorable)

Revenues:
In-person	$	1,052		$	1,657		$	(605	)
Casual mobile gaming		501			618			(117	)
Total Revenues		1,553			2,275			(722	)
Costs and Expenses:
In-person (exclusive of depreciation and amortization)		330			861			531
Casual mobile gaming (exclusive of depreciation and amortization)		488			582			94
Research and development expenses		208			181			(27	)
Selling and marketing expenses		11			40			29
General and administrative expenses		3,787			5,481			1,694
Depreciation and amortization		249			382			133
Total Costs and Expenses		5,073			7,527			2,454
Loss From Operations		(3,520	)		(5,252	)		1,732
Other Income (Expense):
Other (expense) income, net		-			24			(24	)
Realized gain on investment in money market fund		-			367			(367	)
Unrealized loss on investment in marketable securities and derivatives		(1,634	)		(275	)		(1,359	)
(Loss) gain on foreign currency transactions, net		(954	)		(565	)		(389	)
Change in fair value of digital assets		(65	)		(63	)		(2	)
Interest income, net		937			864			73
Total Other Income (Expense)		(1,716	)		352			(2,068	)
Pre-Tax Loss		(5,236	)		(4,900	)		(336	)
Income tax benefit		-			-			-
Net Loss	$	(5,236	)	$	(4,900	)	$	(336	)

Revenues

In-person experience revenues decreased by approximately $0.6 million to approximately $1.1 million for the three months ended March 31, 2026 from approximately $1.7 million for the three months ended March 31, 2025. The decrease in event revenue is primarily attributable to the number of events held during 2026 versus the quantity of such events in the prior year.

Casual mobile gaming revenue was $0.5 million and $0.6 million for the three months ended March 31, 2026 and 2025, respectively. The decrease in casual mobile games revenue was primarily due to contraction of the online card game market as well as increasing competition from new mobile game developers.

Costs and expenses

In-person costs (exclusive of depreciation and amortization) decreased by approximately $0.5 million, or 62%, to approximately $0.3 million for the three months ended March 31, 2026 from approximately $0.9 million for the three months ended March 31, 2025. The decrease is the result of the costs associated with third party events held at the arena during 2026 compared to 2025

Casual mobile gaming costs (exclusive of depreciation and amortization) were $0.5 million for the three months ended March 31, 2026 and $0.6 million for the three months ended March 31, 2025, respectively, resulting from a decrease in user incentive, user acquisition and other costs directly associated with the decline in revenues.

Research and development expenses were $208 thousand and $181 thousand for the three months ended March 31, 2026 and 2025, respectively. Research and development expenses consist principally of costs related to the development of new casual mobile games for ZTech.

Selling and marketing expenses decreased by approximately $29 thousand to approximately $11 thousand for the three months ended March 31, 2026 from approximately $40 thousand for the three months ended March 31, 2025.

General and administrative expenses decreased by approximately $1.7 million, or 31%, to approximately $3.8 million for the three months ended March 31, 2026, from approximately $5.5 million for the three months ended March 31, 2025. The decrease in general and administrative expenses resulted primarily from a $2.5 million decrease in legal and professional fees incurred during 2025 in connection with a complaint filed by a dissident stockholder, a $0.2 million decrease in share based compensation, as well as a $0.4 million decrease in salaries and related costs. These decreases were partially offset by a $0.7 CECL allowance on the Company’s loans receivable, and a $0.8 million expense under a strategic cooperation agreement, which represented a significant first step in the Company’s planned development into a leading global fiber optic communication, computing power, and AI-enabled services provider,

Depreciation and amortization decreased by approximately $133 thousand to approximately $249 thousand for the three months ended March 31, 2026, from approximately $382 thousand for the three months ended March 31, 2025.

Gain on investment in money market fund

During the three months ended March 31, 2025 we recorded a gain on our investment in money market funds of $0.4 million resulting from the change in the fair value of the funds between the purchase date and March 31, 2025.

Loss on investment in marketable securities and derivatives

The Company recognized a loss of $1.6 million on its investments in marketable securities and certain derivative instruments during the three months ended March 31, 2026, due to the change in the fair value of these investments during the period. During the three months ended March 31, 2025, the Company recognized a loss of $275 thousand on its investments in marketable securities. There were no investments in derivative instruments during the three months ended March 31, 2025.

~~ITEM~~Loss on 2.foreign ~~MANAGEMENT’S~~currency ~~DISCUSSION~~transactions, ~~AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.~~net

~~Cautionary~~The loss ~~Statements~~on foreign currency transactions was approximately $0.9 million for the three months ended March 31, 2026 compared to $0.6 million for the three months ended March 31, 2025. These losses result from changes in the exchange rate of the Japanese Yen to United States Dollar between the dates certain loans payable were borrowed, the dates certain loans receivable were issued, and the dates certain equity linked notes, bond linked notes, ETF linked notes, and foreign securities were purchased and their remeasurements on March 31, 2026 and 2025.

~~The following discussion~~Interest ~~and analysis of the results of operations and financial condition of Allied Gaming & Entertainment Inc. (the “Company”) as of September 30~~income, 2025 and for the three and nine months ended September 30, 2025 and 2024 should be read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere in this Quarterly Report on Form 10-Q. This discussion and analysis should be read in conjunction with the Company’s audited financial statements and related disclosures as of December 31, 2024, which are included in the Form 10-K (the “Annual Report”) filed with the Securities and Exchange Commission (“SEC”) on June 9, 2025. References in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to “us”, “we”, “our” and similar terms refer to the Company and its subsidiaries. This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains statements that are forward-looking. These statements are based on current expectations and assumptions that are subject to risk, uncertainties and other factors. These statements are often identified by the use of words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate,” or “continue,” and similar expressions or variations. Actual results could differ materially because of the factors discussed in “Risk Factors” in our Annual Report, and other factors that we may not know. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements above, to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q.net

Interest income, net, was approximately $937 thousand for the three months ended March 31, 2026 compared to approximately $864 thousand of interest income for the three months ended March 31, 2025. The ~~Company~~ increase is a result of the interest earned on fixed term deposits and equity, bond, and ETF linked notes, as well as interest earned on loans receivable during the periods.

~~Allied Gaming and Entertainment~~Liquidity Inc., along with its subsidiaries (“Allied” or the “Company”) is a global experiential entertainment company focused on providing a growing audience of gamers with unique experiences through renowned assets, products, and ~~services.~~Capital The Company offers a variety of esports, gaming-and entertainment content and services through its three subsidiaries, Allied Esports International (“AEI”), Allied Mobile Entertainment and Allied Experiential Entertainment, including world class tournaments, live and virtual entertainment and gaming events, and original programming to continuously nurture vibrant communities primarily comprising Gen Y, Z, and Alpha consumers.Resources

~~Under AEI we operate global~~The ~~competitive~~following ~~esports~~table ~~properties~~summarizes ~~designed~~our tototal ~~connect~~current ~~players~~assets, ~~and~~current ~~fans~~liabilities ~~via a network of connected arenas~~ and ~~creation~~working ofcapital ~~original~~at ~~esports content.~~March ~~AEI owns and operates HyperX Arena Las Vegas~~31, ~~one~~2026 ~~of the world’s most recognized esports~~ and ~~entertainment~~December ~~events facilities~~31, ~~one~~ ~~mobile arena-Allied Esports Omen Truck~~2025, ~~and an original content studio which creates and produces proprietary content series to serve~~ ~~brand activation and promotion, fans and community engagement.~~respectively:

Allied Mobile Entertainment (“AME”) is dedicated to exploring opportunities in the massive and growing mobile games markets. AME’s ownership of a 40% equity interest in Beijing Lianzhong Zhihe Technology Co. Ltd, a prominent mobile games developer and operator who is engaged in the development and distribution of casual mobile games in Mainland China, solidifies our presence in this lucrative sector.

	March 31,		December 31,
(in thousands)	2026		2025
Current Assets	$	55,104	$	76,776
Current Liabilities	$	33,099	$	49,589
Working Capital Surplus	$	22,005	$	27,187

~~Allied Experiential Entertainment~~Our ~~(“AEE”)~~primary ~~focuses~~sources onof ~~orchestrating~~liquidity ~~live~~and ~~entertainment~~capital ~~events~~resources ~~and~~have ~~offers~~been ~~management~~cash and ~~consultation~~short-term ~~service~~investments toon ~~experiential entertainment venue operations. In January 2025, AEE made a strategic investment by acquiring a minority interest stake in a partnership engaged in~~ the ~~production~~balance ~~and distribution of The Angry Birds Movie 3~~sheet, ~~which~~including ~~will allow us to potentially receive profits generated by~~ the ~~movie after it is released. This initiative underscores Allied’s commitment to investing in iconic intellectual properties with~~funds ~~broad,~~received ~~cross-generational~~through ~~appeal and multi-platform potential; supporting~~ the ~~Company’s~~sale ~~growth~~of ~~strategy~~World ~~and~~Poker ~~expanding its global audience reach~~Tour.

~~Allied’s in-person~~As ~~experiences~~of ~~include~~March ~~live events hosted at its flagship arena~~31, ~~HyperX Arena Las Vegas~~2026, anwe ~~affiliate~~had ~~arena~~cash ~~with~~and ~~one~~cash ofequivalents ~~its global network~~ of ~~esports~~approximately ~~arena~~$4.3 ~~partners,~~million ~~and~~(not ~~its~~including ~~mobile arenas~~$26.7 ~~Allied’s~~million ~~multiplatform~~of ~~content includes its partnerships with live streamers, post~~short-~~produced~~term ~~episodic content,~~ investments and ~~short-form repackaged content~~$0.4 ~~Allied’s~~million ~~casual~~of ~~mobile~~marketable ~~gaming~~securities) ~~includes~~and ~~contractual~~working ~~relationships with~~capital ~~various~~of ~~advertising~~approximately ~~service~~$23.0 ~~providers for advertisements within the Company’s casual mobile games~~million.

~~Our~~Cash requirements ~~growth~~for ~~depends,~~our incurrent ~~part, on~~liabilities ~~our~~include ~~ability~~approximately to$14.4 ~~adapt~~million tofor ~~technological~~loans ~~advancements~~payable, ~~shifts~~approximately $14.8 million in ~~gamer~~the ~~trends~~aggregate for accounts payable and ~~demands~~accrued expenses, ~~introductions~~which ofexcludes ~~new~~approximately ~~games,~~$2.3 ~~evolving~~million ~~intellectual property~~for ~~practices~~derivative ~~among~~instruments ~~game~~included ~~publishers,~~in ~~the~~accrued ~~fusion~~expenses ofand ~~gaming~~other ~~and~~current ~~music~~liabilities ~~and~~on ~~industry~~the condensed ~~standards~~consolidated balance sheet, and ~~practices~~approximately $1.7 ~~While~~million ~~change~~for inthe ~~this~~current ~~industry~~portion of an operating lease liability. Cash ~~may~~requirements befor ~~inevitable,~~non-current weliabilities ~~are~~include ~~committed~~approximately to$2.0 ~~flexibly~~million ~~adjusting~~for ~~our~~the ~~business~~non-current ~~model~~portion asof ~~necessary~~an operating lease liability. The Company intends to ~~accommodate~~meet ~~such~~these ~~shifts~~cash ~~and~~requirements ~~maintain~~from aits ~~leading position~~current ~~among~~cash, ~~our~~investments ~~competitors~~and loan receivable balances.

~~Our business plan requires~~Cash ~~significant~~Flows ~~capital~~from ~~expenditures~~Operating, ~~and~~Investing ~~we expect our operating expenses to increase as we continue to expand our marketing efforts~~ and ~~operations~~ inFinancing existing and new geographies as well as new vertical markets (including live influencer events, top artist events and concerts, experiential entertainment, casual mobile gaming, live streaming platforms and channels, interactive content monetization, and online esports tournament and gaming subscription platforms), which we believe will provide attractive returns on investment.Activities

28The table below summarizes cash flows for the three months ended March 31, 2026 and 2025:

Corporate Developments

	For the Three Months Ended
	March 31,
(in thousands)	2026			2025
Net cash provided by (used in):
Operating activities	$	(661	)	$	(2,184	)
Investing activities	$	11,381		$	(45,092	)
Financing activities	$	(18,400	)	$	7,506

~~Collaboration Arrangement~~28

~~On August 25, 2025, AEI agreed~~Net inCash ~~principle~~Used to negotiate and enter into a Project and Venue Operation & Management Agreement (the “COFCO Agreement”) with Hainan Tourism Investment Duty Free Co., Ltd. and Bethune Capital Limited (collectively, the “Parties”) under which the Parties will collaborate on the transformation of the COFCO Yalong Bay International Conference Center located in ~~Sanya,~~Operating Hainan, China into a comprehensive entertainment complex known as the Allied Esports Arena Asia (the “Project”). AEI made a $2.4 million deposit to participate in the COFCO Agreement, which will grant the Company the right to use the facility and participate in the cash flows generated from the Project. The definitive agreement has not yet been executed by all three parties.Activities

~~Compliance~~Net cash ~~with~~used ~~Nasdaq~~in ~~Listing~~operating ~~Rules~~activities for the three months ended March 31, 2026 was approximately $0.7 million and net cash used in operating activities for the three months ended March 31, 2025 was approximately $2.2 million, representing a decreased usage of $1.5 million.

AsDuring ~~previously~~the ~~disclosed~~three ~~in a~~months ~~Form~~ended ~~8-K~~March ~~filed on June 25~~31, ~~2025,~~2026 onand ~~June 25,~~ 2025, ~~Allied Gaming & Entertainment Inc. (~~the ~~“Company”)~~net ~~submitted a request~~cash toused ~~Nasdaq~~in ~~Hearings~~operating ~~Panel~~activities, ~~(the~~respectively, ~~“Panel”)~~was toprimarily ~~appeal~~attributable ~~a decision by the Staff of The Nasdaq Stock Market~~ to ~~initiate delisting procedure for non-compliance with Listing Rule 5620(a), which requires~~ the ~~Company~~net toloss ~~hold an annual meeting~~ of ~~shareholders~~approximately ~~within twelve months of the end of the Company’s fiscal year end~~$5.2 Onmillion ~~August~~and $4,.9 ~~2025~~million, respectively, ~~the~~adjusted ~~Company~~for ~~held~~approximately ~~its~~$3.1 ~~combined~~million ~~2024~~ and ~~2025 Annual Meeting of Stockholders~~$1.5 Inmillion, ~~addition~~respectively, ~~the~~of ~~Company~~net ~~attended~~non-cash ~~the~~expenses, ~~hearing with the Panel~~ and ~~also~~approximately ~~provided certain supplementary information to the Panel~~$1.4 and ~~On September~~ $1.2, ~~2025~~million, ~~the Panel issued its decision~~respectively, inof ~~which~~cash ~~the~~used ~~Panel~~to ~~finds~~fund ~~that~~changes ~~the Company is~~ in ~~compliance with Listing Rule 5620(a). Accordingly,~~ the ~~Company~~levels ~~has~~of ~~regained~~operating ~~compliance~~assets ~~with Listing Rule 5620(a)~~ and ~~this matter is now closed~~liabilities.

~~Noncompliance~~Net Cash ~~with~~Used ~~Nasdaq~~In ~~Listing~~Investing ~~Rules~~Activities

OnNet ~~November~~cash 4,provided ~~2025,~~by ~~the~~investing ~~Company~~activities ~~received~~for athe ~~deficiency~~three months ended ~~letter~~March ~~from~~31, ~~the~~2026 ~~Listing~~was ~~Qualifications~~approximately ~~Department~~$11.4 ~~(the~~million, ~~“Staff”)~~which consisted of ~~the~~$54.4 ~~Nasdaq~~million ~~Stock~~in ~~Market~~proceeds ~~(“Nasdaq”)~~from ~~notifying~~ the ~~Company~~maturing ~~that,~~of ~~for~~short-term ~~the~~investments and ~~preceding~~$2.2 30million ~~consecutive~~in ~~business~~proceeds ~~days,~~from the ~~closing~~sale ~~bid~~of ~~price~~marketable ~~for~~securities, ~~the~~partially ~~Company’s~~offset ~~common~~by ~~stock, par value~~ $044.~~0001~~3 ~~per~~million ~~share~~used (for the ~~“Common~~purchase ~~Stock”)~~of ~~was~~short-term investments ~~below~~and ~~the minimum~~ $1.000 ~~per~~million ~~share~~used ~~requirement~~ for ~~continued inclusion on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (~~the ~~“Bid~~purchase ~~Price~~of ~~Requirement”)~~marketable securities.

~~The~~Net ~~notification~~cash ~~received~~used ~~has~~in ~~no immediate effect~~investing onactivities for the ~~Company’s~~three ~~Nasdaq~~months ~~listing.~~ended InMarch ~~accordance~~31, ~~with~~2025 ~~Nasdaq~~was ~~rules~~approximately $45.1 million, ~~the~~which ~~Company~~consisted ~~has~~of ~~been~~$64.0 ~~provided~~million anused ~~initial~~for ~~period~~the purchase of ~~180~~short-term ~~calendar days~~investments, ~~or until May~~ $2.4, ~~2026~~million ~~(the~~used ~~“Compliance~~for ~~Date”)~~loans receivable, to$2.6 ~~regain~~million ~~compliance~~used ~~with~~for ~~the~~a ~~Bid~~land ~~Price~~deposit, ~~Requirement~~and $2.5 ~~If,~~million atused ~~any~~for ~~time before~~ the investments, ~~Compliance~~partially ~~Date,~~offset ~~the~~by ~~closing~~$23.8 ~~bid~~million ~~price~~in ~~for~~proceeds from the ~~Common~~maturing ~~Stock~~of isshort-term atinvestments, ~~least~~ $1.003 ~~for~~million afrom ~~minimum~~proceeds from repayment of 10short-term ~~consecutive business days~~loans, ~~the~~and ~~Staff will~~$1.2 ~~provide~~million ~~the~~from ~~Company~~proceeds ~~written~~from ~~confirmation of compliance with~~ the ~~Bid~~sale ~~Price~~of ~~Requirement~~marketable securities.

~~The Company intends to monitor the closing bid~~Net ~~price~~Cash ofProvided ~~the~~By ~~Common~~Financing ~~Stock and may, if appropriate, consider available options to regain compliance with the Bid Price Requirement.~~Activities

~~Results~~Net cash used in financing activities during the three months ended March 31, 2026, was approximately $18.4. million, consisting entirely of ~~Operations~~the repayment of short-term loans.

~~Our operations consist of~~Net ~~our~~cash ~~esports~~provided ~~gaming~~by ~~operations,~~financing ~~casual~~activities ~~mobile~~during ~~games~~the ~~and~~three ~~live~~months ~~entertainment~~ended ~~events~~March ~~organizing.~~31, ~~Our~~2025 ~~esports~~was ~~gaming~~approximately ~~operations take place at global competitive esports properties designed to connect players and fans via a network of connected arenas~~$7.5 ~~Through our subsidiaries~~million, we ~~offer~~which ~~esports~~consisted ~~fans state-~~of~~-the-art facilities to compete against other players in esports competitions, host live events with~~ ~~esports superstars that potentially stream to millions of viewers worldwide and produce and distribute esports content at our on-site production facilities and studios~~$19.2 Atmillion ~~our flagship arena~~ in ~~Las~~proceeds ~~Vegas,~~from ~~Nevada, we provide an attractive facility for hosting~~ a ~~diverse~~short-term ~~range~~loan of ~~events~~, ~~including~~ ~~corporate~~partially ~~events,~~offset ~~tournaments,~~by ~~game launches, and brand activation. Furthermore, we boast~~ a ~~mobile~~repayment ~~esports~~of ~~arena, an 18~~short-~~wheel semi-trailer,~~term ~~which~~loans ~~seamlessly~~of ~~transforms~~11.7 ~~into a top-tier esports arena and competition stage or a dynamic live show arena complete with full content production capabilities and an interactive talent studio~~million.

29 Off-Balance Sheet Arrangements

~~Results~~There are ofno ~~Operations~~off-balance ~~for~~sheet ~~the~~arrangements ~~Three~~between ~~Months~~us ~~Ended~~and ~~September~~any 30other entity that have, or are reasonably likely to have, a current or future ~~2025~~effect ~~and~~on ~~2024~~financial conditions, changes in financial conditions, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

	For the
	Three Months Ended
	September 30,						Favorable
(in thousands)	2025			2024			(Unfavorable)
Revenues:
In-person	$	1,009		$	1,345		$	(336	)
Casual mobile gaming		838			818			20
Total Revenues		1,847			2,163			(316	)
Costs and Expenses:
In-person (exclusive of depreciation and amortization)		614			683			69
Casual mobile gaming (exclusive of depreciation and amortization)		733			701			(32	)
Research and development expenses		175			158			(17	)
Selling and marketing expenses		79			91			12
General and administrative expenses		7,176			1,310			(5,866	)
Depreciation and amortization		405			401			(4	)
Total Costs and Expenses		9,182			3,344			(5,838	)
Loss From Operations		(7,335	)		(1,181	)		(6,154	)
Other (Expense) Income:
Other (expense) income, net		324			(1	)		325
Loss on escrow settlement		-			(3,000	)		3,000
Realized gain on investment in money market fund		27			-			27
Loss on investment in marketable securities and short-term investments		(114	)		-			(114	)
(Loss) gain on foreign currency transactions, net		282			(1,213	)		1,495
Change in fair value of digital assets		53			-			53
Interest income, net		1,363			1,033			331
Pre-Tax Loss		(5,400	)		(4,362	)		(1,038	)
Income tax benefit		-			333			(333	)
Net Loss	$	(5,400	)	$	(4,029	)	$	(1,371	)

Critical Accounting Estimates

~~Revenues~~ We prepare our condensed consolidated financial statements in accordance with U.S. generally accepted accounting principles, which require our management to make estimates that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the balance sheet dates, as well as the reported amounts of revenues and expenses during the reporting periods. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations would be affected. We base our estimates on our own historical experience and other assumptions that we believe are reasonable after taking account of our circumstances and expectations for the future based on available information. We evaluate these estimates on an ongoing basis.

~~In-person~~We consider ~~experience~~an ~~revenues decreased~~accounting byestimate ~~approximately~~to ~~$0.3~~be ~~million,~~critical orif: ~~25%,~~(i) the accounting estimate requires us to ~~approximately~~make ~~$1.0~~assumptions ~~million~~about ~~for~~matters that were highly uncertain at the ~~three~~time ~~months~~the ~~ended~~accounting ~~September~~estimate 30was made, ~~2025~~and ~~from~~(ii) ~~approximately~~changes in the estimate that are reasonably likely to occur from ~~$1.3~~period ~~million~~to ~~for~~period ~~the~~or ~~three~~use ~~months~~of ~~ended~~different ~~September~~estimates ~~30,~~that ~~2024.~~we ~~The~~reasonably ~~decrease~~could inhave used in~~-person~~ ~~revenues~~the iscurrent ~~primarily~~period, ~~attributable~~would tohave ~~lower~~a ~~average~~material impact ~~revenue~~on ~~per~~our ~~event~~financial condition or results of operations. We consider accounting for ~~the~~income ~~three~~taxes, ~~months~~impairment ~~ended~~of ~~September~~long-lived 30assets, ~~2025~~and ~~compared~~impairment of goodwill to ~~the~~be ~~three~~critical ~~months~~accounting ~~ended~~estimates. ~~September~~There ~~30,~~are ~~2024~~other ~~due~~items towithin aour ~~decrease in~~financial ~~the~~statements ~~size~~that ofrequire ~~events~~estimation atbut ~~the~~are not ~~arena~~deemed ~~during~~critical, ~~the~~as ~~quarters~~defined above.

Casual mobile gaming revenue was $0.8 million for the three months ended September 30, 2025 and $0.8 million for the three months ended September 30, 2024, respectively. The slight increase in casual mobile games revenue was primarily due to the launch of a new poker game in June of 2025.29

~~Costs~~ITEM 3. ~~and~~QUANTITATIVE ~~expenses~~ AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

~~In-person costs (exclusive~~Not ~~of depreciation and amortization) decreased by approximately $0~~applicable.1 million, or 10%, to approximately $0.6 million for the three months ended September 30, 2025 from approximately $0.7 million for the three months ended September 30, 2024. The decrease is the result of lower costs associated with the smaller events held at the arena during the three months ended September 30, 2025 compared to the three months ended September 30, 2024.

~~Casual mobile gaming costs~~ITEM ~~(exclusive of depreciation and amortization) were $0~~4.7 ~~million~~CONTROLS ~~for~~AND ~~the three months ended September 30, 2025 and $0~~PROCEDURES.~~7 million for the three months ended September 30, 2024, respectively, resulting from higher costs associated with the new gaming model approach discussed in casual mobile gaming revenue above.~~

~~Research and development~~Effectiveness ~~expenses~~of ~~were~~Disclosure ~~$175~~Controls ~~thousand~~ and $158 thousand for the three months ended September 30, 2025 and 2024, respectively. Research and development expenses consist principally of costs related to the development of new casual mobile games for ZTech.Procedures

~~Selling~~Our ~~and~~management, ~~marketing~~under ~~expenses~~the ~~decreased~~direction byof ~~approximately~~our ~~$12~~Chief ~~thousand~~Executive Officer and Chief Financial Officer, orhas ~~13%~~evaluated the effectiveness of our disclosure controls and procedures (as such terms are defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, to2026. ~~approximately~~Based ~~$79~~on ~~thousand~~this ~~for~~evaluation our management, including the ~~three~~Company’s ~~months~~Chief ~~ended~~Executive ~~September~~Officer 30and Chief Financial Officer, ~~2025~~has ~~from~~concluded ~~approximately~~that the Company’s ~~$91~~disclosure ~~thousand~~controls ~~for~~and procedures were effective as of March 31, 2026 to ensure that the ~~three~~information ~~months~~required ~~ended~~to ~~September~~be 30disclosed in our Exchange Act reports was recorded, ~~2024~~processed, summarized and reported on a timely basis.

~~General and administrative expenses increased by approximately $5.9~~Inherent ~~million,~~Limitations oron ~~448%,~~Effectiveness toof approximately $7.2 million for the three months ended September 30, 2025, from approximately $1.3 million for the three months ended September 30, 2024. The significant increase in general and administrative expenses resulted primarily from a $5.4 million increase in legal and professional fees incurred in connection with complaints filed by a dissident stockholder as well as a $0.1 million increase in directors’ and officers’ insurance.Controls

30Even assuming the effectiveness of our controls and procedures, our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all error or all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. In general, our controls and procedures are designed to provide reasonable assurance that our control system’s objective will be met, and our principal executive officer and principal financial officer has concluded that our disclosure controls and procedures are effective at the reasonable assurance level. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls in future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

~~Depreciation and amortization~~Changes increased by approximately $4 thousand, or 1%, to approximately $405 thousand for the three months ended September 30, 2025, from approximately $401 thousand for the three months ended September 30, 2024. The slight increase was mainly due to additional property and equipment placed in ~~service~~Internal ~~during~~Control ~~the~~Over ~~three~~Financial ~~months ending September 30, 2025.~~Reporting

~~Other~~During ~~(expense)~~the ~~income~~quarter ended March 31, ~~net~~2026, there were no changes in our internal control over financial reporting that have affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~We recognized other non-operating income, net, of approximately $324 thousand during the three months ended September~~ 30, 2025, compared to $1 thousand of other expense, net, recorded for the three months ended September 30, 2024, representing an increase in other expense, net of $325 thousand. The increase is primarily attributable to gains recognized on the sale of marketable securities and short-term investments.

~~Loss~~PART II on- ~~escrow~~OTHER ~~settlement~~INFORMATION

~~We recognized a loss in connection with a Settlement and Release Agreement~~ITEM ~~dated September 16, 2024, with Brookfield Property Partners (“Brookfield”), under which $3~~1.0 ~~million~~LEGAL ~~was released and paid to Brookfield from an escrow account established in January 2020~~PROCEEDINGS. ~~The entire escrow account of $5.0 million was included in restricted cash on the condensed consolidated balance sheets since that date.~~

~~Realized~~We may ~~gain~~be subject to litigation from stockholders, suppliers and other third parties from time to time. Such litigation may have an adverse impact on ~~investment~~our inbusiness ~~money~~and ~~market~~results of operations or may cause disruptions to our operations. We expect to incur additional costs to defend ~~fund~~such litigation which may cause our management to divert attention and resources from our business operations.

~~We realized a gain on an~~Knighted ~~investment in a money market fund of $27 thousand for the three months ended September 30~~Pastures, ~~2025,~~LLC ~~resulting~~– ~~from~~Delaware ~~a change in the fair value of the money market funds between the purchase date and September 30, 2025. There were no investments in money market funds for the three months ended September 30, 2024.~~Litigation

~~Loss~~On November on12, ~~investment~~2024, Knighted Pastures, LLC (“Knighted”) filed a complaint (Knighted Pastures, LLC v. Yangyang Li, et al., C.A. No. 2024-1158-JTL) in ~~marketable~~the ~~securities~~Court of Chancery of the State of Delaware concerning the board of directors’ approval of the transaction with Blue Planet New Technology, Ltd., an affiliate of Yellow River. The complaint alleged, among other things, breaches of fiduciary duties by the Company’s board of directors.

~~The~~On April ~~Company~~25, ~~recognized~~2025, ~~a loss~~the board of ~~$0.1~~directors ~~million~~approved oncertain ~~its~~resolutions, ~~investments~~including inrescinding ~~marketable~~the ~~securities~~transaction ~~during~~with ~~the~~Blue ~~three~~Planet ~~months~~New ~~ended~~Technologies, Ltd. ~~September~~and 30agreeing to certain governance-related undertakings. On May 22, 2025, ~~due~~the toCourt ~~the~~entered ~~change~~an ~~in fair~~order ~~value~~staying ofthe case and preserving the ~~marketable~~status ~~securities~~quo ~~during~~pending the ~~period.~~outcome ~~There~~of ~~were~~the nocombined ~~investments~~2024/2025 inannual ~~marketable~~meeting ~~securities~~of ~~for~~stockholders ~~the~~held ~~three~~on ~~months~~August ~~ended September 30~~4, ~~2024~~2025.

~~(Loss)~~On October ~~gain~~24, on2025, ~~foreign~~Knighted ~~currency~~filed ~~transactions~~a motion seeking legal fees and costs of approximately $5.9 million. On March 10, 2026, the Court granted ~~net~~Knighted’s motion and awarded attorneys’ fees and expenses totaling approximately $5.94 million.

~~The~~On April ~~gain~~10, on2026, ~~foreign currency transactions was approximately $0.3 million for~~ the ~~three~~Company ~~months~~and ~~ended~~Knighted ~~September~~entered ~~30,~~into ~~2025 compared to~~ a ~~$1.2~~binding ~~million~~Term ~~loss~~Sheet for ~~the~~Global ~~three~~Resolution ~~months~~relating ~~ended~~to ~~September~~the ~~30,~~Delaware ~~2024. The increase~~litigation isand acertain ~~result~~related offederal ~~changes~~litigation. inPursuant to the ~~exchange~~settlement, ~~rate of~~ the ~~Japanese~~parties ~~Yen~~agreed to ~~United~~mutual ~~States~~releases ~~Dollar~~and ~~between~~certain ~~the~~standstill ~~dates~~and non-disparagement ~~certain~~provisions. ~~loans~~Pursuant ~~payable~~to ~~were borrowed,~~ the ~~dates~~settlement ~~certain~~and ~~loans~~related ~~receivable~~court ~~were issued~~orders, ~~and~~all ~~the~~substantive ~~dates~~claims ~~certain~~asserted ~~equity~~in ~~linked~~the ~~notes,~~Delaware ~~bond~~litigation have ~~linked~~been ~~notes,~~resolved ~~ETF~~and ~~linked~~dismissed, ~~notes~~other ~~and~~than ~~foreign securities~~matters ~~were~~relating ~~purchased~~to ~~and~~ the ~~September~~payment ~~30,~~and ~~2025~~enforcement ~~and~~of ~~2024~~the ~~remeasurement~~fee ~~date~~award.

~~Change~~Knighted Pastures, inLLC ~~fair~~– ~~value~~Federal ~~of digital assets~~Litigation

~~The~~On June ~~increase~~11, in2025, the ~~fair value~~Company offiled ~~digital~~a ~~assets~~lawsuit ~~was~~against ~~approximately~~Knighted, ~~$53~~Roy ~~thousand~~Choi, ~~and~~Naomi $0Choi, ~~for~~and ~~the~~Yiu-Ting ~~three~~So ~~months~~in ~~ended~~the ~~September~~United ~~30,~~States ~~2025~~District ~~and~~Court for ~~2024,~~the ~~respectively.~~Central ~~We adopted~~District ~~ASU~~of ~~2023-08~~California onalleging ~~January~~violations 1,of ~~2025,~~Section ~~which~~13 ~~requires~~of ~~entities~~the toSecurities ~~measure~~Exchange ~~crypto~~Act ~~assets~~of at1934 ~~fair~~and ~~value~~related claims. The Company ~~increase~~also insought ~~fair~~preliminary ~~value~~injunctive ~~is a~~relief. ~~result~~On ofAugust ~~the~~12, ~~increase~~2025, in the ~~fair~~Court ~~value~~entered ofan ~~Ethereum~~order ~~and~~partially ~~Bitcoin~~granting ~~from~~ the ~~date~~Company’s motion offor ~~adoption~~preliminary injunction.

~~Interest~~On April ~~income~~17, ~~net~~2026, pursuant to the settlement entered into by the parties, the Company filed a Notice of Dismissal With Prejudice of the federal litigation.

~~Interest income, net, was~~ITEM ~~approximately $1~~1A.4 ~~million~~RISK ~~for the three months ended September 30, 2025 compared to approximately $1~~FACTORS.0 million for the three months ended September 30, 2024. Interest income is a result of interest earned on fixed term deposits and equity, bond, and FX linked notes, as well as interest earned on loans receivable during the period.

In addition to the other information set forth in this report, you should carefully consider the factors discussed in the “Risk Factors” in the Company’s Form 10-K for the year ended December 31, 2025 and our other public filings, which could materially affect our business, financial condition or future results. Except as listed below, there have been no material changes from risk factors previously disclosed in “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on May 22, 2026.

~~Results~~We have ofreceived ~~Operations~~a Nasdaq Staff determination to delist our common stock and there can be no assurance that our common stock will continue to be listed on Nasdaq. Our continued eligibility for ~~the~~listing ~~Nine~~on ~~Months~~The ~~Ended~~Nasdaq ~~September~~Capital ~~30,~~Market depends upon our compliance with Nasdaq’s ~~2025~~continued ~~and~~listing ~~2024~~standards.

	For the
	Nine Months Ended
	September 30,						Favorable
(in thousands)	2025			2024			(Unfavorable)
Revenues:
In-person	$	3,827		$	3,518		$	309
Casual mobile gaming		2,215			3,664			(1,449	)
Total Revenues		6,042			7,182			(1,140	)
Costs and Expenses:
In-person (exclusive of depreciation and amortization)		2,092			1,821			(271	)
Casual mobile gaming (exclusive of depreciation and amortization)		2,051			3,199			1,148
Research and development expenses		523			527			4
Selling and marketing expenses		201			198			(3	)
General and administrative expenses		18,676			9,402			(9,274	)
Depreciation and amortization		1,177			1,182			5
Total Costs and Expenses		24,720			16,329			8,391
Loss From Operations		(18,678	)		(9,147	)		(9,531	)
Other (Expense) Income:
Other (expense) income, net		292			1			291
Loss on escrow settlement		-			(3,000	)		3,000
Realized gain on investment in money market fund		413			-			413
Gain on investment in marketable securities		399			-			399
(Loss) gain on foreign currency transactions, net		(819	)		(862	)		43
Change in fair value of digital assets		17			-			17
Interest income, net		3,243			2,934			309
Pre-Tax Loss		(15,133	)		(10,074	)		(5,059	)
Income tax benefit		-			333			(333	)
Net Loss	$	(15,133	)	$	(9,741	)	$	(5,392	)

On May 6, 2026, the Company received a notice from the Listing Qualifications Department of The Nasdaq Stock Market notifying the Company that Nasdaq had determined to delist the Company’s common stock. The Staff determination was based on the Company’s failure to regain compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00 per share, during the applicable compliance period, as well as the Company’s failure to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

In-person experience revenues increased by approximately $0.3 million, or 9%, to approximately $3.8 million for the nine months ended September 30, 2025 from approximately $3.5 million for the nine months ended September 30, 2024. The increase in in-person revenues resulted from higher revenue generated from arena events, including both the quantity of events and the average revenue per event.31

~~Casual~~Subsequently, on ~~mobile~~May ~~gaming~~19, ~~revenue~~2026, the Company received an additional notice from Nasdaq stating that the Company’s failure to timely file its Quarterly ~~was~~Report ~~$2.2~~on ~~million~~Form 10-Q for the ~~nine~~quarter ~~months~~ ended ~~September~~March 3031, ~~2025~~2026 ~~and~~constituted $3an additional basis for delisting under Nasdaq Listing Rule 5250(c)(1).7 Although ~~million~~the Company subsequently filed its Annual Report on Form 10-K for the ~~nine~~fiscal ~~months~~year ended ~~September~~December 3031, ~~2024~~2025, ~~respectively. The~~and ~~decrease~~is infiling ~~casual~~the Quarterly ~~mobile~~Report ~~games~~on ~~revenue~~Form ~~was~~10-Q ~~primarily~~for ~~due~~the toquarter ~~the~~ended ~~contraction~~March of31, 2026, the ~~online~~Company ~~card~~remains ~~game~~subject ~~market~~to asNasdaq’s ~~well~~review asprocess ~~increasing~~and ~~competition~~continues ~~from~~to ~~new~~work ~~mobile~~to ~~game~~regain ~~developers.~~compliance with the minimum bid price requirement

32The Company timely requested a hearing before a Nasdaq Hearings Panel. While the hearing request may stay any immediate suspension or delisting action pending the Panel’s decision, there can be no assurance that the Panel will grant the Company’s request for continued listing, permit additional time to regain compliance, or determine that the Company has adequately demonstrated its ability to satisfy Nasdaq’s continued listing standards.

~~Costs~~The Company has implemented, or is in the process of implementing, various corrective measures intended to regain compliance, including the filing of its Annual Report on Form 10-K, for the fiscal year ended December 31, 2025, the filing of its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, the approval and ~~expenses~~ implementation of a 1-for-6 reverse stock split, and other corporate actions. However, there can be no assurance that such efforts will be successful or that the Company will regain compliance within any period permitted by Nasdaq.

~~In-person~~If the ~~costs~~Company’s ~~(exclusive of~~common ~~depreciation~~stock is delisted from Nasdaq, the Company and ~~amortization)~~its ~~increased~~stockholders bycould ~~approximately~~face ~~$0.3~~significant ~~million~~adverse consequences, including orreduced ~~15%,~~liquidity toand ~~approximately~~marketability ~~$2.1~~of ~~million~~the ~~for~~Company’s common stock, increased volatility in the ~~nine~~trading ~~months~~price ~~ended~~of the Company’s ~~September~~common 30stock, ~~2025~~reduced ~~from~~analyst ~~approximately~~coverage, ~~$1.8~~diminished ~~million~~access ~~for~~to the ~~nine~~capital ~~months~~markets, ~~ended~~increased ~~September~~difficulty 30obtaining financing, ~~2024.~~reduced ~~The~~attractiveness to ~~increase~~strategic isinvestors ~~the~~and ~~result~~business ofpartners, ~~the~~and ~~costs associated~~a ~~with~~potential ~~third~~determination ~~party~~that ~~events~~the atCompany’s ~~the~~common ~~arena~~stock ~~held~~constitutes ~~during~~a ~~the~~“penny stock.” ~~nine~~Any ~~months~~such ~~ended~~delisting ~~September~~could ~~30,~~materially ~~2025~~and ~~compared~~adversely toaffect the ~~nine~~Company’s ~~months~~business, ~~ended September~~financial 30condition, ~~2024~~results of operations, prospects and ability to execute its strategic objectives.

~~Casual~~Our ~~mobile~~recently ~~gaming~~completed ~~costs~~1-for-6 ~~(exclusive~~reverse ofstock ~~depreciation~~split ~~and~~may ~~amortization)~~not ~~were~~enable ~~$2.1~~us ~~million~~to ~~for~~regain ~~the~~or ~~nine~~maintain ~~months~~compliance ~~ended~~with ~~September~~Nasdaq ~~30,~~listing ~~2025~~requirements and ~~$3.2~~may ~~million~~adversely ~~for~~affect the ~~nine~~ ~~months~~market ~~ended~~price ~~September 30, 2024, respectively, resulting from a decrease in user incentive, user acquisition~~ and ~~other~~liquidity ~~costs~~of ~~directly associated~~our ~~with~~common ~~the decline in revenues~~stock.

~~Research~~On ~~and~~June ~~development~~11, 2026, the Company effected a 1-for-6 reverse stock split ~~expenses~~of ~~were~~its ~~$523~~common ~~thousand~~stock, ~~and~~which ~~$527~~became ~~thousand~~effective ~~for~~at 5:01 p.m. Eastern Time. Trading of the ~~nine~~Company’s ~~months~~common ~~ended~~stock ~~September~~on ~~30,~~a ~~2025~~split-adjusted basis ~~and~~commenced ~~2024~~on June 12, ~~respectively~~2026. ~~Research~~The ~~and~~reverse ~~development expenses~~stock ~~consist~~split ~~principally~~was implemented as part of ~~costs~~the ~~related~~Company’s efforts to ~~the~~regain ~~development~~compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of ~~new~~$1.00 ~~casual~~per ~~mobile~~share, ~~games~~and ~~for~~to ~~ZTech~~support the Company’s continued listing on The Nasdaq Capital Market.

~~Selling~~The ~~and~~reverse ~~marketing~~stock ~~expenses~~split does not itself result in compliance with Nasdaq’s ~~increased~~minimum bybid ~~approximately~~price $3requirement. ~~thousand,~~The orCompany ~~1%,~~must continue to ~~approximately~~satisfy Nasdaq’s continued listing standards, including maintaining a minimum closing bid price of at least $~~201~~1.00 ~~thousand~~per share for the ~~nine~~period ~~months~~required ~~ended~~by ~~September~~Nasdaq. ~~30,~~There ~~2025~~can ~~from~~be ~~approximately~~no assurance that the market price ~~$198~~of ~~thousand~~the ~~for~~Company’s common stock will remain above such threshold following the ~~nine~~reverse ~~months~~stock ~~ended~~split ~~September~~or ~~30,~~that ~~2024~~Nasdaq will determine that the Company has regained compliance with applicable listing standards.

~~General~~There ~~and~~can ~~administrative~~be ~~expenses~~no ~~increased~~assurance bythat ~~approximately $9.3 million, or 99%, to approximately $18.7 million for~~ the ~~nine~~reverse ~~months~~stock ~~ended~~split ~~September~~will ~~30, 2025, from approximately $9.4 million for the~~result ~~nine months ended September 30, 2024. The increase~~ in ~~general and administrative expenses resulted primarily from~~ a ~~$7.9~~sustained ~~million~~ increase in ~~legal and professional fees incurred~~ in ~~connection~~the ~~with~~market ~~complaints~~price ~~filed~~of bythe aCompany’s ~~dissident~~common ~~stockholder~~stock, aimprove ~~$0.4~~investor ~~million~~confidence, increase intrading ~~salaries~~activity, ~~due~~or tootherwise enable the ~~hiring~~Company ofto ~~our~~regain ~~new~~or ~~President~~maintain incompliance ~~April~~with ofNasdaq’s ~~2024~~continued aslisting ~~well as a $0~~standards.3 ~~million~~The ~~increase~~market inprice ~~directors’~~of the ~~and officers~~Company’s ~~insurance costs.~~common ~~These~~stock ~~increases~~may ~~were~~decline ~~slightly~~following ~~offset~~the byreverse astock ~~$0.4~~split, ~~million~~and ~~decrease~~any inincrease ~~stock-based~~resulting ~~compensation~~from ~~due~~the toreverse ~~restricted~~stock ~~share~~split may ~~awards~~not ~~granted on~~be ~~February~~proportional ~~22,~~to ~~2024~~the reduction in ~~which~~the anumber ~~portion~~of ~~immediately~~outstanding ~~vested~~shares.

~~Depreciation~~In ~~and~~addition, ~~amortization decreased~~the byreverse ~~approximately~~stock $5split ~~thousand,~~may orreduce ~~0%,~~the toliquidity ~~approximately~~of ~~$1.2~~the Company’s ~~million~~common ~~for~~stock, ~~the~~increase ~~nine~~share ~~months~~price ~~ended~~volatility, ~~September~~discourage ~~30,~~certain ~~2025,~~investors from ~~approximately $1.2~~purchasing ~~million~~or ~~for~~holding the ~~nine~~Company’s common ~~months~~stock, ~~ended~~increase ~~September~~transaction ~~30,~~costs ~~2024.~~for ~~The~~stockholders, ~~decrease~~and ~~was~~adversely ~~mainly~~affect ~~due~~overall tomarket ~~the~~perception ~~impairment~~ of ~~software~~the ~~licenses at December 31, 2024~~Company.

~~Other~~Although ~~(expense)~~the ~~income~~Company believes that the reverse stock split may assist in its efforts to regain compliance with Nasdaq listing requirements, ~~net~~the Company may be required to undertake additional actions to regain or maintain compliance with Nasdaq’s continued listing standards. If the reverse stock split does not achieve its intended purpose, or if the Company is otherwise unable to regain or maintain compliance with Nasdaq listing requirements, the Company may remain subject to delisting proceedings, which could materially and adversely affect the Company’s business, financial condition, results of operations, prospects and ability to raise additional capital.

We recognized other non-operating income, net, of approximately $292 thousand during the nine months ended September 30, 2025, compared to $1 thousand of other income, net, recorded for the nine months ended September 30, 2024, representing an increase in other non-operating income, net of $291 thousand. The increase is primarily attributable to a gain recognized on the sale of marketable securities and short-term investments.32

~~Realized~~ITEM 2. ~~gain~~UNREGISTERED onSALES ~~investment~~OF inEQUITY ~~money~~SECURITIES ~~market fund~~AND USE OF PROCEEDS.

~~We realized a gain on an investment in a money market fund of $0.4 million for the nine months ended September 30, 2025, resulting from~~Recent ~~the~~Sales ~~change in the fair value~~ of ~~the~~Unregistered ~~money market funds between the purchase date and the date the money market funds were sold. There were no investments in money market funds for the nine months ended September 30, 2024.~~Securities

33None.

~~Gain~~Purchases of onEquity ~~investment~~Securities inby ~~marketable~~the ~~securities~~Issuer and Affiliated Purchasers

~~The Company recognized a gain of $0~~None.4 million on its investments in marketable securities during the nine months ended September 30, 2025, due to the change in the fair value of the marketable securities during the period. There were no investments in marketable securities for the nine months ended September 30, 2024.

~~Loss~~ITEM 3. onDEFAULTS ~~escrow~~UPON ~~settlement~~SENIOR SECURITIES.

~~We recognized a loss in connection with a Settlement and Release Agreement dated September 16, 2024, with Brookfield Property Partners (“Brookfield”), under which $3~~None.0 million was released and paid to Brookfield from an escrow account established in January 2020. The entire escrow account of $5.0 million was included in restricted cash on the condensed consolidated balance sheets since that date.

~~(Loss)~~ITEM 4. ~~gain~~MINE onSAFETY ~~foreign currency transactions, net~~DISCLOSURES.

~~The loss on foreign currency~~Not ~~transactions was approximately $0~~applicable.8 million for the nine months ended September 30, 2025 compared to a $0.9 million loss for the nine months ended September 30, 2024. The increase in loss is a result of changes in the exchange rate of the Japanese Yen to United States Dollar between the dates certain loans payable were borrowed, the dates certain loans receivable were issued, and the dates certain equity linked notes, bond linked notes, ETF linked notes and foreign securities were purchased and the September 30, 2025 and 2024 remeasurement date.

~~Change~~ITEM 5. inOTHER ~~fair value of digital assets~~INFORMATION.

~~The increase in the fair value of digital assets was approximately $17 thousand and $0 for the nine months ended September 30, 2025 and 2024, respectively. We adopted ASU 2023~~10b5-~~08 on January~~ 1~~, 2025, which requires entities to measure crypto assets at fair value. The change in fair value represents fluctuations~~ ~~in the fair value of Ethereum and Bitcoin from the date of adoption or the date of purchase if made during the nine months ended September 30, 2025.~~Arrangements

~~Interest~~To the ~~income~~best of the Company’s knowledge during the fiscal quarter ended March 31, ~~net~~2025, no director or officer (as defined in Rule 16a-1(f) of the Securities Exchange Act) of the Company adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements.

~~Interest income, net, was~~ITEM ~~approximately $3~~6.2 ~~million and $2~~EXHIBITS.9 million for the nine months ended September 30, 2025 and 2024 respectively. Interest income is a result of the interest earned on fixed term deposits and equity, bond, and ETF linked notes, as well as interest earned on loans receivable during the period.

Liquidity and Capital Resources

Exhibit		Description
10.1		Termination Agreement, dated April 25, 2025, by and between the Company and Blue Planet New Energy Technology (incorporated by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K filed June 9, 2025).
10.2		Side Letter to Termination Agreement, dated May 4, 2025, by and between the Company and Blue Planet New Energy Technology Limited (incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K filed June 9, 2025).
31.1*		Chief Executive Officer Certification pursuant to Exchange Act Rule 13a-14(a)
31.2*		Chief Financial Officer Certification pursuant to Exchange Act Rule 13a-14(a)
32.1**		Chief Executive Officer Certification pursuant to 18 U.S.C. Section 1350
32.2**		Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

~~The~~* ~~following~~Filed ~~table summarizes our total current assets, current liabilities and working capital at September 30, 2025 and December 31, 2024, respectively:~~herewith

	September 30,		December 31,
(in thousands)	2025		2024
Current Assets	$	83,070	$	94,746
Current Liabilities	$	46,432	$	30,478
Working Capital Surplus	$	36,639	$	64,268

**	Furnished herewith

3433

~~Our primary sources of liquidity and capital resources have been cash and short-term investments on the balance sheet, including the funds received through the sale of World Poker Tour.~~SIGNATURES

AsPursuant to ofthe ~~September~~requirements ~~30,~~of ~~2025, we~~the ~~had~~Securities ~~cash~~Exchange ~~and~~Act ~~cash~~of ~~equivalents~~1934, ofas ~~approximately~~amended, ~~$15.4~~the ~~million~~registrant ~~(not~~has ~~including~~duly ~~$38.3~~caused ~~million~~this ofreport ~~short-term~~to ~~investments~~be ~~and~~signed ~~$2.2~~on ~~million~~its ofbehalf ~~marketable~~by ~~securities)~~the ~~and~~undersigned ~~working~~thereunto ~~capital~~duly ~~of approximately $36~~authorized.~~6 million.~~

Cash requirements for our current liabilities include approximately $35.1 million for loans payable, approximately $9.3 million in the aggregate for accounts payable and accrued expenses, and approximately $1.7 million for the current portion of an operating lease liability. Cash requirements for non-current liabilities include approximately $2.8 million for the non-current portion of an operating lease liability. The Company intends to meet these cash requirements from its current cash, short-term investments, and marketable securities balances.

	ALL IN FUTURETECH ALLIANCE, INC.

Dated: June 15, 2026	By:	/s/ Yangyang Li
		Yangyang Li, President and Chief Executive Officer
		(Principal Executive Officer)

Dated: June 15, 2026	By:	/s/ Roy Anderson
		Roy Anderson, Chief Financial Officer
		(Principal Financial Officer)

~~Cash Flows from Operating, Investing and Financing Activities~~34

The table below summarizes cash flows for the nine months ended September 30, 2025 and 2024:

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	For the Nine Months Ended
	September 30,
(in thousands)	2025			2024
Net cash provided by (used in):
Operating activities	$	(3,690	)	$	(13,249	)
Investing activities	$	(41,032	)	$	(24,767	)
Financing activities	$	854		$	28,027

Net Cash Used in Operating Activities

Net cash used in operating activities for the nine months ended September 30, 2025 and 2024 was approximately $3.7 million and $13.2 million, respectively, representing decreased usage of cash of $9.5 million. During the nine months ended September 30, 2025 and 2024, the net cash used in operating activities was primarily attributable to the net loss of approximately $15.1 million and $9.7 million, respectively, adjusted for approximately $3.2 million and $2.9 million, respectively, of net non-cash expenses, and approximately $8.2 million and ($6.4) million, respectively, of cash generated by or (used to fund) changes in the levels of operating assets and liabilities.

Net Cash (Used in) Provided by Investing Activities

Net cash used in investing activities for the nine months ended September 30, 2025 was approximately $41.0 million, which consisted of $186.5 million used for the purchase of short-term investments, $6.1 million used for loans receivable, $1.7 million used for the purchase of land use rights, $2.4 million collaborative agreement deposit, and $3.1 million used for the investments in unconsolidated affiliate, partially offset by $102.5 million in proceeds from the maturing of short-term investments, $54.6 million from proceeds from early withdrawal of short-term investments, and $1.9 million from proceeds from the sale of marketable securities.

Net cash used in investing activities for the nine months ended September 30, 2024 was approximately $24.7 million, which consisted of approximately $72.9 million used for the purchase of short-term investments and $14.4 million used for the issuance of a short-term loan. This was partially offset by approximately $62.7 million in proceeds from the maturing of short-term investments.

Net Cash Provided By Financing Activities

Net cash provided by financing activities for the nine months ended September 30, 2025 was approximately $0.9 million compared to approximately $28.0 million of net cash provided by financing activities during the nine months ended September 30, 2024. Net cash provided by financing activities during the nine months ended September 30, 2025 represented proceeds from a loans payable of $45.6 million, which is partially offset by a repayment of loans payable of $38.1 million and proceeds upon cancellation of common stock previously issued of $6.6 million. Net cash provided by financing activities during the nine months ended September 30, 2024 represented proceeds from short-term loans of approximately $28 million and proceeds from the issuance of common stock in a share purchase agreement of $2 million, offset by the $2 million return of proceeds upon cancellation of common stock previously issued.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements between us and any other entity that have, or are reasonably likely to have, a current or future effect on financial conditions, changes in financial conditions, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Critical Accounting Estimates

We prepare our condensed consolidated financial statements in accordance with U.S. generally accepted accounting principles, which require our management to make estimates that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the balance sheet dates, as well as the reported amounts of revenues and expenses during the reporting periods. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations would be affected. We base our estimates on our own historical experience and other assumptions that we believe are reasonable after taking account of our circumstances and expectations for the future based on available information. We evaluate these estimates on an ongoing basis.

We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. We consider accounting for the allowance for credit loss on loans receivable, impairment of long-lived assets, impairment of goodwill, and accruals for loss contingencies to be critical accounting estimates. There are other items within our financial statements that require estimation but are not deemed critical, as defined above.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES.

Effectiveness of Disclosure Controls and Procedures

Our management, under the direction of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such terms are defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2025. Based on this evaluation our management, including the Company’s Chief Executive Officer and Chief Financial Officer, has concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2025 to ensure that the information required to be disclosed in our Exchange Act reports was recorded, processed, summarized and reported on a timely basis.

Inherent Limitations on Effectiveness of Controls

Even assuming the effectiveness of our controls and procedures, our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all error or all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. In general, our controls and procedures are designed to provide reasonable assurance that our control system’s objective will be met, and our principal executive officer and principal financial officer has concluded that our disclosure controls and procedures are effective at the reasonable assurance level. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls in future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

Changes in Internal Control Over Financial Reporting

During the quarter ended September 30, 2025, there were no changes in our internal control over financial reporting that have affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We may be subject to litigation from stockholders, suppliers and other third parties from time to time. Such litigation may have an adverse impact on our business and results of operations or may cause disruptions to our operations. As discussed in more detail below, Knighted Pastures, LLC (“Knighted”) recently filed a complaint against, among other defendants, us and the members of our Board of Directors. We expect to incur additional costs to defend such litigation which may cause our management to divert attention and resources from our business operations. In addition, the complaint states that Knighted seeks to nominate directors to AGAE’s Board and effect certain changes with respect to the business and management of AGAE. In the event directors nominated by Knighted are elected to our board of directors, such directors may disagree with the strategic directions of the Company or otherwise take actions that may adversely affect the interest of our shareholders.

Knighted Pastures, LLC

On March 7, 2024, Knighted Pastures, LLC (“Knighted”), an AGAE stockholder, filed a complaint captioned Knighted Pastures, LLC v. Yangyang Li, et al., C.A. No. 2024-0222 in the Court of Chancery of the State of Delaware against us, the members of our Board of Directors, and certain additional defendants (the “Knighted Action”). The complaint alleged, among other things, that the members of our Board of Directors breached their fiduciary duty in connection with (1) the approval of a Share Purchase Agreement that AGAE entered into on or around December 28, 2023, (2) the approval and adoption of certain amendments to AGAE’s Bylaws on or around January 5, 2024, and (3) the approval and adoption of a rights agreement on or around February 8, 2024. On June 15, 2024, the Company’s board of directors approved resolutions providing Amendment of Bylaws, Exemption to Shareholders Rights Plan, Election of Class B Directors, Proxy for Restricted Stock Awards, Waiver of Advance Notice Provision in Bylaws, Determination of Annual Meeting Date and Authority to Modify Resolutions. On June 17, 2024, the directors filed a motion to dismiss the complaint as moot based on the board of directors’ approval of the foregoing resolutions. On October 10, 2024, the Court issued an order closing the case.

On November 12, 2024, Knighted filed a complaint captioned Knighted Pastures, LLC v. Yangyang Li, et al., C.A. No. 2024-1158-JTL in the Court of Chancery of the State of Delaware, naming the Company’s board of directors and certain third parties concerning the board of directors’ approval of the transaction with Blue Planet New Technology, Ltd., an affiliate of Yellow River. The complaint alleges that the board of directors breached its fiduciary duties by approving the transaction which Knighted alleges served to disenfranchise Knighted’s stockholder rights. On April 25, 2025, the board of directors approved resolutions to rescind the transaction with Blue Planet New Technologies, Ltd., acknowledge and accept the resignation of Zongmin Ding from the board, effective April 25, 2025, determine to hold a combined annual meeting for 2024 and 2025 within 120 days from the date the Court enters dismissal or otherwise stays the lawsuit, and resolve that until the occurrence of the 2024 and 2025 combined annual meeting, the Company shall not: (i) take any action that would result in changes to the size of Board; (ii) modify the Company’s Bylaws or Certificate of Incorporation; (iii) modify the Company’s charters for its audit, compensation, and nominating and corporate governance committees; (iv) modify the Company’s code of business conduct and ethics; (v) take any action to invalidate Plaintiff’s nomination of Roy Choi, Walter Ivey Delph III, and Jennifer van Dijk to the Board in opposition to the Company’s three directors that are up for election at the 2024 annual meeting; and (vi) enter into any transaction that would result in the issuance of equity in the Company to any third party, provided, however, that the foregoing shall not apply to any matter that is subject to a stockholder vote and does not take effect until the requisite stockholder approval is obtained. The same day, director defendants filed a motion to dismiss the complaint as moot, or in the alternative stay the action pending the outcome of the combined 2024/2025 annual meeting. On April 29, 2025, the Court granted the motion with modifications. On May 22, 2025, the Court entered an order staying the case and preserving the status quo pending the outcome of the combined 2024/2025 annual meeting of stockholders scheduled to be held on August 4, 2025. On October 24, 2025, Knighted filed a motion seeking its legal fees and costs of approximately $5.9 million. The Company and its board of directors’ opposition motion is due on November 25, 2025. It is premature to make any assessment regarding the outcome of the motion.

On June 11, 2025, the Company filed a lawsuit against Knighted Pastures, LLC, Roy Choi, Naomi Choi, and Yiu-Ting So for violations of Section 13 of the Securities Exchange Act of 1934 for failing to disclose the coordinated group of stockholders that acted together to acquire more than 5% of Allied’s stock which improperly deprived Allied and the market of material information. The lawsuit also alleges that Knighted and Roy Choi failed to comply with Allied’s Bylaws. The Company filed a motion for preliminary injunction seeking certain preliminary relief to preserve the status quo. The preliminary injunction motion was heard on July 28 and, on August 1, the Court granted in part and denied in part the Company’s motion, ordering to enjoin any vote at the Company’s 2024 and 2025 Annual Meeting regarding changes to the composition of Allied’s board of directors. The Court’s full order was entered on August 12, 2025. On August 12, 2025, Knighted Pastures and Roy Choi filed a notice of appeal and on September 3, 2025, filed a motion to voluntarily dismiss the appeal. On October 17, 2025, the Company filed a motion for leave to file an amended complaint, alleging violations of the federal securities laws including Section 9(a)(2) and 10(b) of the Securities Exchange Act of 1934. The motion is pending. It is premature to make any assessments regarding the outcome of the matter.

Timothy G. Schuebel

On September 25, 2024, Timothy G. Schubel, an AGAE stockholder, filed a complaint captioned Timothy G. Schubel v. Allied Gaming & Entertainment, Inc. et al., C.A. No. 2024-0996-JTL, seeking to represent a class of AGAE stockholders and alleging that the Shareholder Rights Plan of the Company, dated February 9, 2024 (the “Rights Plan”), contained provision(s) that were contrary to Delaware law. The Company’s board of directors is evaluating the claims related to the Rights Plan, and the Company and its board of directors’ legal rights. On May 30, 2025, the Board approved an amendment to certain provisions in Shareholder Rights Plan governing liabilities and fiduciary duties of directors under applicable Delaware law.

ITEM 1A. RISK FACTORS.

In addition to the other information set forth in this report, you should carefully consider the factors discussed in the “Risk Factors” in the Company’s Form 10-K for the year ended December 31, 2024 and our other public filings, which could materially affect our business, financial condition or future results. Except as listed below, there have been no material changes from risk factors previously disclosed in “Risk Factors” in such Form 10-K in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on June 9, 2025.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Recent Sales of Unregistered Securities

None.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

10b5-1 Arrangements

To the best of the Company’s knowledge during the fiscal quarter ended September 30, 2025, no director or officer (as defined in Rule 16a-1(f) of the Securities Exchange Act) of the Company adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements.

ITEM 6. EXHIBITS.

Exhibit		Description
31.1*		Chief Executive Officer Certification pursuant to Exchange Act Rule 13a-14(a)
31.2*		Chief Financial Officer Certification pursuant to Exchange Act Rule 13a-14(a)
32.1**		Chief Executive Officer Certification pursuant to 18 U.S.C. Section 1350
32.2**		Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith ** Furnished herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ALLIED GAMING & ENTERTAINMENT INC.
Dated: November 19, 2025	By:	/s/ Yangyang Li
		Yangyang Li, President and Chief Executive Officer (Principal Executive Officer)
Dated: November 19, 2025	By:	/s/ Roy Anderson
		Roy Anderson, Chief Financial Officer (Principal Financial Officer)

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