Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 25, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Interactive Data Current | Yes | ||
ICFR Auditor Attestation Flag | false | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Documents Incorporated by Reference [Text Block] | Portions of the Registrant’s definitive proxy statement relating to its 2024 annual meeting of stockholders to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year ended December 31, 2023 are incorporated herein by reference in Part III of this Annual Report on Form 10-K. | ||
Entity Information [Line Items] | |||
Entity Registrant Name | ALLIED GAMING & ENTERTAINMENT INC. | ||
Entity Central Index Key | 0001708341 | ||
Entity File Number | 001-38226 | ||
Entity Tax Identification Number | 82-1659427 | ||
Entity Incorporation, State or Country Code | DE | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Shell Company | false | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Public Float | $ 17,651,593 | ||
Entity Contact Personnel [Line Items] | |||
Entity Address, Address Line One | 745 Fifth Ave | ||
Entity Address, Address Line Two | Suite 500 | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10151 | ||
Entity Phone Fax Numbers [Line Items] | |||
City Area Code | (646) | ||
Local Phone Number | 768-4240 | ||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Common Stock | ||
Trading Symbol | AGAE | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 44,135,686 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Auditor [Table] | |
Auditor Name | ZH CPA, LLC |
Auditor Firm ID | 6413 |
Auditor Location | Denver, Colorado |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 16,320,583 | $ 11,167,442 |
Short-term investments | 56,500,000 | 70,000,000 |
Interest receivable | 792,223 | 677,397 |
Accounts receivable | 529,369 | 72,739 |
Deposits, current portion | 3,700,000 | |
Prepaid expenses and other current assets | 498,886 | 459,274 |
Total Current Assets | 78,341,061 | 82,376,852 |
Restricted cash | 5,000,000 | 5,000,000 |
Property and equipment, net | 3,834,193 | 4,005,622 |
Digital assets | 49,300 | 49,761 |
Intangible assets, net | 6,254,731 | 22,836 |
Deposits, non-current portion | 392,668 | 379,105 |
Operating lease right-of-use asset | 5,415,678 | 5,845,549 |
Goodwill | 12,729,056 | |
Other assets | 49,950 | |
Total Assets | 112,016,687 | 97,729,675 |
Current Liabilities | ||
Accounts payable | 371,830 | 317,561 |
Accrued expenses and other current liabilities | 763,512 | 1,645,379 |
Deferred revenue | 103,748 | 108,428 |
Operating lease liability, current portion | 1,482,977 | 1,227,164 |
Loans payable | 9,230,168 | |
Total Current Liabilities | 11,952,235 | 3,298,532 |
Operating lease liability, non-current portion | 5,560,251 | 6,527,075 |
Deferred tax liability | 1,096,160 | |
Total Liabilities | 18,608,646 | 9,825,607 |
Stockholders’ Equity | ||
Preferred stock, $0.0001 par value, 1,000,000 shares authorized, none issued and outstanding | ||
Common stock, $0.0001 par value; 100,000,000 shares authorized, 39,085,470 shares issued at December 31, 2023 and 2022, and 36,805,686 and 38,503,724 shares outstanding at December 31, 2023 and 2022, respectively | 3,909 | 3,909 |
Additional paid in capital | 198,677,132 | 198,526,614 |
Accumulated deficit | (113,671,029) | (110,235,568) |
Accumulated other comprehensive income | 433,565 | 219,675 |
Treasury stock, at cost, 2,279,784 and 581,746 shares at December 31, 2023 and 2022, respectively | (2,693,653) | (610,562) |
Total Allied Gaming & Entertainment Inc. Stockholders’ Equity | 82,749,924 | 87,904,068 |
Non-controlling interest | 10,658,117 | |
Total Stockholders’ Equity | 93,408,041 | 87,904,068 |
Total Liabilities and Stockholders’ Equity | $ 112,016,687 | $ 97,729,675 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 39,085,470 | 39,085,470 |
Common stock, shares outstanding | 36,805,686 | 38,503,724 |
Treasury stock, shares | 2,279,784 | 581,746 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenues: | ||
In-person | $ 4,955,931 | $ 4,950,912 |
Multiplatform content | 2,000,586 | 1,401,558 |
Casual mobile gaming | 698,522 | |
Total Revenues | 7,655,039 | 6,352,470 |
Costs and Expenses: | ||
In-person (exclusive of depreciation and amortization) | 2,684,287 | 3,777,231 |
Multiplatform content (exclusive of depreciation and amortization) | 1,517,707 | 1,034,942 |
Casual mobile games (exclusive of depreciation and amortization) | 593,894 | |
Research and development expenses | 162,888 | |
Selling and marketing expenses | 226,745 | 234,813 |
General and administrative expenses | 7,569,154 | 10,774,421 |
Depreciation and amortization | 1,499,980 | 2,065,348 |
Impairment of digital assets | 164,411 | |
Impairment of property and equipment | 67,500 | |
Total Costs and Expenses | 14,254,655 | 18,118,666 |
Loss From Operations | (6,599,616) | (11,766,196) |
Other Income: | ||
Other income, net | 46,684 | 153,009 |
Interest income, net | 2,957,571 | 789,302 |
Total Other Income | 3,004,255 | 942,311 |
Net Loss | $ (3,595,361) | $ (10,823,885) |
Net Loss per Common Share | ||
Net Loss per Common Share, Basic (in Dollars per share) | $ (0.1) | $ (0.28) |
Weighted Average Number of Common Shares Outstanding: | ||
Weighted Average Number of Common Shares Outstanding, Basic (in Shares) | 37,218,708 | 39,071,501 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Net Loss per Common Share, Diluted | $ (0.1) | $ (0.28) |
Weighted Average Number of Common Shares Outstanding, Diluted | 37,218,708 | 39,071,501 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net Loss | $ (3,595,361) | $ (10,823,885) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustments | 531,907 | (49,931) |
Total comprehensive loss | (3,063,454) | (10,873,816) |
Less: Net loss attributable to non-controlling interest | (159,900) | |
Less: Other comprehensive loss attributable to non-controlling interest | 318,017 | |
Comprehensive Loss Attributable to Common Stockholders | $ (3,221,571) | $ (10,873,816) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders’ Equity - USD ($) | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Allied Gaming & Entertainment Inc. Stockholders’ Equity | Noncontrolling Interest | Total |
Balance at Dec. 31, 2021 | $ 3,912 | $ 197,784,972 | $ 269,606 | $ (99,411,683) | $ 98,646,807 | $ 98,646,807 | ||
Balance (in Shares) at Dec. 31, 2021 | 39,116,907 | |||||||
Stock-based compensation: | ||||||||
Restricted common stock | 82,345 | 82,345 | 82,345 | |||||
Stock options | 708,964 | 708,964 | 708,964 | |||||
Shares withheld for employee payroll tax | $ (3) | (49,667) | (49,670) | (49,670) | ||||
Shares withheld for employee payroll tax (in Shares) | (31,437) | |||||||
Repurchases of common stock | $ (610,562) | (610,562) | (610,562) | |||||
Repurchases of common stock (in Shares) | 581,746 | |||||||
Net income (loss) | (10,823,885) | (10,823,885) | (10,823,885) | |||||
Other comprehensive income (loss) | (49,931) | (49,931) | (49,931) | |||||
Balance at Dec. 31, 2022 | $ 3,909 | $ (610,562) | 198,526,614 | 219,675 | (110,235,568) | 87,904,068 | 87,904,068 | |
Balance (in Shares) at Dec. 31, 2022 | 39,085,470 | 581,746 | ||||||
Stock-based compensation: | ||||||||
Stock options | 150,518 | 150,518 | 150,518 | |||||
Non-controlling interest from acquisition of subsidiary | 10,500,000 | 10,500,000 | ||||||
Repurchases of common stock | $ (2,083,091) | (2,083,091) | (2,083,091) | |||||
Repurchases of common stock (in Shares) | 1,698,038 | |||||||
Net income (loss) | (3,435,461) | (3,435,461) | (159,900) | (3,595,361) | ||||
Other comprehensive income (loss) | 213,890 | 213,890 | 318,017 | 531,907 | ||||
Balance at Dec. 31, 2023 | $ 3,909 | $ (2,693,653) | $ 198,677,132 | $ 433,565 | $ (113,671,029) | $ 82,749,924 | $ 10,658,117 | $ 93,408,041 |
Balance (in Shares) at Dec. 31, 2023 | 39,085,470 | 2,279,784 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows | 12 Months Ended | |
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Cash Flows From Operating Activities | ||
Net loss | $ (3,595,361) | $ (10,823,885) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 150,518 | 791,309 |
Non-cash operating lease expense | 988,506 | 868,210 |
Digital currency received as revenue | (250,252) | |
Impairment of digital assets | 164,411 | |
Impairment of property and equipment | 67,500 | |
Net (gains) loss on sale of equipment | (8,388) | 33,583 |
Expenses paid using digital assets | 461 | 77,106 |
Change in fair value of warrant liabilities | (3,100) | |
Depreciation and amortization | 1,499,980 | 2,065,348 |
Deferred rent | 216,024 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (147,587) | 315,708 |
Interest receivable | (114,826) | (677,397) |
Prepaid expenses and other current assets | (7,312) | 519,463 |
Deposit | (3,701,598) | |
Accounts payable | (39,285) | (22,356) |
Accrued expenses and other current liabilities | (1,099,056) | (3,159,571) |
Operating lease liability | (1,267,143) | (1,083,178) |
Deferred revenue | (797,715) | (33,397) |
Total Adjustments | (4,543,445) | (110,589) |
Net Cash Used In Operating Activities | (8,138,806) | (10,934,474) |
Cash Flows From Investing Activities | ||
Expenditures on software development costs | (49,950) | |
Proceeds from maturing of short-term investments | 80,000,000 | |
Purchases of short-term investments | (66,500,000) | (70,000,000) |
Investment in digital assets | (41,026) | |
Proceeds from sale of equipment | 106,914 | |
Acquisition of Beijing Lianzhong Zhihe Technology Co., net of cash acquired | (6,431,893) | |
Purchases of intangibles | (668,880) | |
Purchases of property and equipment | (378,060) | (44,386) |
Net Cash Provided By (Used In) Investing Activities | 6,128,081 | (70,135,362) |
Cash Flows From Financing Activities | ||
Repurchases of common stock | (2,083,091) | (610,562) |
Proceeds from short-term loan | 9,230,168 | |
Net Cash Provided By (Used In) Financing Activities | 7,147,077 | (610,562) |
Effect of Exchange Rate Changes on Cash | 16,789 | (39,190) |
Net Increase (Decrease) In Cash, Cash Equivalents, And Restricted Cash | 5,153,141 | (81,719,588) |
Cash, cash equivalents, and restricted cash - Beginning of Year | 16,167,442 | 97,887,030 |
Cash, cash equivalents, and restricted cash - End of Year | 21,320,583 | 16,167,442 |
Cash and restricted cash consisted of the following: | ||
Cash | 16,320,583 | 11,167,442 |
Restricted cash | 5,000,000 | 5,000,000 |
Cash and restricted cash | 21,320,583 | 16,167,442 |
Supplemental Disclosures of Cash Flow Information | ||
Cash paid during the year for interest | ||
Non-Cash Investing and Financing Activities: | ||
ROU asset for operating lease liability | 289,886 | |
Property and equipment received as deferred revenue | 793,035 | |
Shares withheld for accrued employee payroll tax liability | 49,670 | |
ROU asset and lease liability, net of deferred rent, recognized upon adoption of ASU 2016-02 | $ 6,713,759 |
Background and Basis of Present
Background and Basis of Presentation | 12 Months Ended |
Dec. 31, 2023 | |
Business Organization and Nature of Operations [Abstract] | |
Background and Basis of Presentation | Note 1 – Background and Basis of Presentation Allied Gaming & Entertainment Inc. (“AGAE” and together with its subsidiaries, “the Company”) operates a public esports and entertainment company through its wholly owned subsidiaries 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”), Skyline Music Entertainment (Hong Kong) Limited (“Skyline HK”), 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 has a 40% interest in Beijing Lianzhong Zhihe Technology Co. (“ZTech”). ZTech is 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. AEG is currently inactive. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Significant Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 – Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been derived from the accounting records of AGAE and its consolidated subsidiaries. All significant intercompany balances have been eliminated in the consolidated financial statements. The consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”) and pursuant to the accounting rules and regulations of the United States Securities and Exchange Commission (“SEC”) and includes the operations of AGAE and its wholly owned subsidiaries, and Skyline and ZTech. Skyline is a majority owned subsidiary of AEE. The accounts of ZTech were consolidated in these financial statements based on the analysis performed under the voting interest model (“VOE”). The Company has controlling financial interest in ZTech and Skyline. As a result, the Company consolidates ZTech and Skyline. Business Combinations In applying the acquisition method of accounting for business combinations, amounts assigned to identifiable assets and liabilities acquired were based on estimated fair values as of the date of acquisition, with the remainder recorded as goodwill. Intangible assets are initially valued at fair value using generally accepted valuation methods appropriate for the type of intangible asset. Transaction costs associated with these acquisitions are expensed as incurred and are included in the accompanying consolidated statements of operations. Voting Interest Entities During the year ended December 31, 2023, the Company acquired two new entities with less than 100% interest which were consolidated under the voting interest model (“VOE”). AME-HK has control of the board of directors of ZTech, through the appointment of 3 of its 5 members, and the significant decisions of the entity are made at the board level. In addition, matters voted upon at the shareholder level are not considered significant decisions and other shareholders are not able to change the composition of the board of the directors without AME-HK consent. AEE owns a 51% interest in Skyline. Use of Estimates Preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, together with amounts disclosed in the related notes to the financial statements. The Company’s significant estimates used in these financial statements include, but are not limited to, the valuation and carrying amount of deferred tax assets, stock-based compensation, and accounts receivable reserves, the valuation of acquired assets and liabilities, as well as the recoverability and useful lives of long-lived assets, including intangible assets and property and equipment. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates. Cash and Cash Equivalents All highly liquid short-term investments of the Company that have a maturity of three months or less when purchased are considered to be cash equivalents. As of December 31, 2023 and 2022, the Company’s cash equivalents consist of certificate of deposits of $3 million and $10 million, respectively. Accrued interest receivable on cash equivalents totaled $33,271 and $80,137 at December 31, 2023 and 2022, respectively, and is included in current assets in the accompanying consolidated balance sheets. Restricted Cash Restricted cash consists of $5.0 million of cash held in an escrow account to be utilized for various approved strategic initiatives and esports event programs pursuant to an agreement with Brookfield Property Partners (See Note 12 – Commitments and Contingencies, Brookfield Partnership). Short-term Investments Short-term investments consist of certificates of deposit with original maturities of greater than three months but less than or equal to twelve months when purchased. Accrued interest receivable on short-term investments totaled $758,952 and $597,260 at December 31, 2023 and 2022, respectively, and is included in current assets in the accompanying consolidated balance sheets. Accounts Receivable Accounts receivables are carried at their contractual amounts less allowance for credit loss. Management estimates expected credit losses immediately based on existing economic conditions in addition to current and future economic conditions and events. Losses are charged to the allowance when management deems further collection efforts will not produce additional recoveries. As of December 31, 2023 and 2022, there was no allowance for credit loss. Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation and impairment using the straight-line method over their estimated useful lives once the asset is placed in service. Leasehold improvements are amortized over the lesser of (a) the useful life of the asset; or (b) the remaining lease term (including renewal periods that are reasonably assured). Expenditures for maintenance and repairs which do not extend the economic useful life of the related assets are charged to operations as incurred, and expenditures which extend the economic life are capitalized. When assets are retired or otherwise disposed of, the costs and related accumulated depreciation or amortization are removed from the accounts and any gain or loss on disposal is recognized in the statement of operations for the respective period. The estimated useful lives of property and equipment are as follows: Office equipment 3 - 5 years Computer equipment 3 - 5 years Production equipment 3 - 5 years Furniture and fixtures 3 - 5 years Esports gaming truck 5 years Leasehold improvements Lesser of 10 years or remaining lease term Internal Use Software Development Costs The costs incurred in the preliminary stages of software development are expensed as incurred. Once an application has reached the development stage, internal and external costs, if direct and incremental, are capitalized and included within intangible assets on the accompanying balance sheet. Once they are ready for intended use they are amortized on a straight-line basis over their estimated useful lives. As of December 31, 2023 and 2022, no internal use software has been placed into service (see Note 8 – Intangible Assets and Note 12 – Commitments and Contingencies – System Development Agreement for additional details). Long-Lived Assets and Goodwill The Company accounts for long-lived assets in accordance with the provisions of ASC 360-10-35, Property, Plant and Equipment, Impairment or Disposal of Long-lived Assets The Company accounts for goodwill and intangible assets in accordance with ASC 350, Intangibles – Goodwill and Other In determining whether a quantitative assessment is required, the Company will evaluate relevant events or circumstances to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after performing the qualitative assessment, an entity concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the entity would perform the quantitative impairment test described in ASC 350. However, if, after applying the qualitative assessment, the entity concludes that it is not more than likely that the fair value is less than the carrying amount, the quantitative impairment test is not required. The Company bases these assumptions on its historical data and experience, industry projections, micro and macro general economic condition projections, and its expectations. The Company’s intangible assets consist of the ESALV trademarks, which are being amortized over a useful life of 10 years, and software licenses, mobile games licenses, and customer relationships, which are being amortized over a useful life of 5-10 years. Management has determined that no impairment exists during the year ended December 31, 2023. During the year ended December 31, 2022, the Company recognized an impairment of $164,411 related to digital assets, and an impairment of $67,500 related to property and equipment, due to management’s determination that the future cash flows from these assets are not expected to be sufficient to recover their carrying value. Warrant Liabilities Entities must consider whether to classify contracts that may be settled in its own stock, such as warrants, as equity of the entity or as an asset or liability. If an event that is not within the entity’s control could require net cash settlement, then the contract should be classified as an asset or a liability rather than as equity. With regard to the warrants currently outstanding: ● Management has determined that its publicly traded warrants (the “public warrants”) are of a form that qualify for equity classification. ● Management has determined that the common stock purchase warrants issued by the Company on June 8, 2020 in connection with the issuance of convertible notes (the “convertible note warrants”) are of a form that qualify for equity classification. ● Management has determined that the warrants previously issued to the Company’s sponsor (the “Sponsor Warrants”) contain provisions that change depending on who holds the sponsor warrant. If the Sponsor Warrants are held by someone other than the initial purchasers or their permitted transferees, the Sponsor Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the public warrants. This feature precludes the Sponsor Warrants from being indexed to the Company’s common stock, and thus the Sponsor Warrants are classified as a liability measured at fair value, with changes in fair value each period reported in earnings. As of December 31, 2023 and 2022, the fair value of warrant liabilities related to our Sponsor Warrants totaled $100, which is included in accrued expenses and other current liabilities in the accompanying consolidated balance sheet. See Note 10 – Accrued Expenses and Other Current Liabilities. 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 December 31, 2023 Level 1 Level 2 Level 3 Total Digital assets $ 49,300 $ - $ - $ 49,300 Sponsor warrants - - 100 100 Total $ 49,300 $ - $ 100 $ 49,400 As of December 31, 2022 Level 1 Level 2 Level 3 Total Digital assets $ 49,761 $ - $ - $ 49,761 Sponsor warrants - - 100 100 Total $ 49,761 $ - $ 100 $ 49,861 The carrying amounts of the Company’s financial instruments, such as cash and cash equivalents, restricted cash, accounts receivable, short-term investments, interest receivable, accounts payable, loans payable, lease liabilities, and accrued liabilities approximate fair value due to the short-term nature of these instruments. Short-term investments consist of certificates of deposit with original maturities of greater than three months but less than or equal to twelve months when purchased. The Sponsor Warrants are carried at fair value as of December 31, 2023 and 2022. The Sponsor Warrants are valued using level 3 inputs. The fair value of the Sponsor Warrants is estimated using the Black-Scholes option pricing method. Significant level 3 inputs used to calculate the fair value of the Sponsor Warrants include the share price on the valuation date, expected volatility, expected term and the risk-free interest rate. The following is a roll forward of the Company’s Level 3 instruments during the year ended December 31, 2023: Balance, January 1, 2023 $ 100 Change in fair value of sponsor warrants - Balance, December 31, 2023 $ 100 The key inputs into the Black-Scholes model at the relevant measurement dates were as follows: December 31, December 31, Input 2023 2022 Risk-free rate 5.41 % 4.57 % Remaining term in years 0.61 1.61 Expected volatility 68.0 % 56.0 % Exercise price $ 11.50 $ 11.50 Fair value of common stock $ 1.06 $ 1.05 Income Taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date. The Company recognizes the tax benefit from an uncertain income tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement by examining taxing authorities. The Company’s policy is to recognize interest and penalties accrued on uncertain income tax positions in interest expense in the Company’s statements of operations. As of December 31, 2023 and 2022, the Company had no liability for unrecognized tax benefits. The Company does not expect the unrecognized tax benefits to change significantly over the next 12 months. Commitments and Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. Net Loss per Common Share Basic loss per common share is computed by dividing net loss attributable to the Company’s common stockholders 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 the vesting of restricted stock awards. The following table presents the computation of basic and diluted net loss per common share: For the Years Ended December 31, 2023 2022 Numerator: Net loss attributable to common stockholders $ (3,595,361 ) $ (10,823,885 ) Denominator: Weighted-average common shares outstanding 37,218,708 39,082,241 Less: weighted-average unvested restricted shares - (10,740 ) Denominator for basic and diluted net loss per share 37,218,708 39,071,501 Basic and Diluted Net Loss per Common Share $ (0.10 ) $ (0.28 ) The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: As of December 31, 2023 2022 Options 1,490,000 1,675,000 Warrants 20,091,549 20,091,549 Contingent consideration shares (1) 192,308 192,308 21,773,857 21,958,857 (1) Holders who elected to convert their convertible debt into common stock are entitled to receive contingent consideration shares equal to the product of (i) 3,846,153 shares, multiplied by (ii) that holder’s investment amount, divided by (iii) $100,000,000, if at any time within five years after August 9, 2019, the last exchange-reported sale price of common stock trades at or above $13.00 for thirty (30) consecutive calendar days. 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. There were no contracts with more than one performance obligation for the year ended December 31, 2023. The Company recognizes revenue from continuing operations primarily from the following sources: In-person revenue In-person revenue was comprised of the following for the years ended December 31, 2023 and 2022: For the Years Ended December 31, 2023 2022 Event revenue $ 2,294,616 $ 2,803,396 Sponsorship revenue 1,732,952 688,908 Food and beverage revenue 224,938 832,282 Ticket and gaming revenue 517,952 529,201 Merchandising revenue 185,473 97,125 Total in-person revenue $ 4,955,931 $ 4,950,912 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 Multiplatform revenue was comprised of the following for the years ended December 31, 2023 and 2022: For the Years Ended December 31, 2023 2022 NFT revenue $ - $ 250,252 Sponsorship revenue 2,000,000 1,150,000 Distribution revenue 586 1,306 Total multiplatform revenue $ 2,000,586 $ 251,558 The Company’s NFT revenue was generated from the sale of non-fungible tokens (NFTs). The Company’s NFTs exist on the Ethereum Blockchain under the Company’s EPICBEAST brand, a digital art collection of 1,958 unique beasts inspired by past and present e-sport games. The Company uses the NFT exchange, OpenSea, to facilitate the sale of NFTs. The Company, through OpenSea, has custody and control of the NFT prior to the delivery to the customer and records revenue at a point in time when the NFT is delivered to the customer and the customer pays. The Company has no obligations for returns, refunds or warranty after the NFT sale. The Company also earns a royalty of up to 10% of the sale price when an NFT is resold by its owner in a secondary market transaction. The Company recognizes this royalty as revenue when the sale is consummated. The Company generates sponsorship revenue from the production and distribution of original content programming over live-streaming services. The Company recognizes sponsorship revenue pursuant to the terms of each individual contract when the Company satisfies the respective performance obligations, which could be recognized at a point in time or over the term of the contract. 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 The Company’s casual mobile gaming revenue, which commenced on November 1, 2023 upon the business combination with ZTech (see Note 3 – Business Combination) amounted to $698,522 and $0 for the years ended December 31, 2023 and 2022, 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 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 consolidated statements of operations. Revenue recognition The following table summarizes our revenue recognized under ASC 606 in our consolidated statements of operations: For the Years Ended December 31, 2023 2022 Revenues Recognized at a Point in Time: Ticket and gaming revenue 517,952 529,201 NFT revenue - 250,252 Food and beverage revenue 224,938 832,282 Merchandising revenue 185,473 97,125 Casual mobile games 698,522 - Distribution revenue 586 1,306 Total Revenues Recognized at a Point in Time 1,627,471 1,710,166 Revenues Recognized Over a Period of Time: Event revenue 2,294,616 2,803,396 Sponsorship revenue 3,732,952 1,838,908 Total Revenues Recognized Over a Period of Time 6,027,568 4,642,304 Total Revenues $ 7,655,039 $ 6,352,470 The 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 December 31, 2023 and 2022, the Company had contract liabilities of $103,748 and $108,428, respectively, which are included in deferred revenue on the balance sheet. Through December 31, 2023, $94,682 of performance obligations in connection with contract liabilities included within deferred revenue on the prior year consolidated balance sheet have been satisfied. The Company expects to satisfy the remaining performance obligations of $13,746 related to its December 31, 2022 deferred revenue balance and $90,002 related to its December 31, 2023 balance within the next twelve months. During the years ended December 31, 2023 and 2022, there was no revenue recognized from performance obligations satisfied (or partially satisfied) in previous periods. Digital Assets The Company accepts Ether as a form of payment for NFT sales. The Company accounts for digital assets held as the result of the receipt of Ether, as indefinite-lived intangible assets in accordance with ASC 350, Intangibles—Goodwill and Other. The Company has ownership of and control over the digital assets and the Company may use third-party custodial services to secure them. The digital assets are initially recorded at cost and are subsequently remeasured, net of any impairment losses incurred since the date of acquisition. The Company determines the fair value of its digital assets on a nonrecurring basis in accordance with ASC 820, Fair Value Measurement, based on quoted prices on the active exchange(s) that the Company has determined is the principal market for Ether (Level 1 inputs). The Company performs an analysis each quarter to identify whether events or changes in circumstances, or decreases in the quoted prices on active exchanges, indicate that it is more likely than not that the Company’s digital assets are impaired. In determining if an impairment has occurred, the Company considers the lowest market price quoted on an active exchange since acquiring the respective digital asset. If the then current carrying value of a digital asset exceeds the fair value, an impairment loss has occurred with respect to those digital assets in the amount equal to the difference between their carrying values and the fair value of such assets. The impaired digital assets are written down to their fair value at the time of impairment and this new cost basis will not be adjusted upward for any subsequent increase in fair value. Gains are not recorded until realized upon sale, at which point they are presented net of any impairment losses for the same digital assets held. In determining the gain or loss to be recognized upon sale, the Company calculates the difference between the sales price and carrying value of the digital assets sold immediately prior to sale. Impairment losses and gains or losses on sales are recognized within operating expenses in our consolidated statements of operations and comprehensive loss. There were no impairment charges during the year ended December 31, 2023. During the year ended December 31, 2022, an impairment loss of $164,111 was recognized. The following table sets forth changes in our digital assets for the year ended December 31, 2023: Balance, December 31, 2022 $ 49,761 Expenses paid using digital assets (461 ) Balance, December 31, 2023 $ 49,300 Stock-Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award on the date of grant. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period that the estimates are revised. The Company accounts for forfeitures as they occur. Segment Information Our primary business activity is to provide gaming and entertainment services. Our chief operating decision maker, who is the Chief Executive Officer, reviews financial information presented on a consolidated basis for the purposes of making operating decisions, allocating resources, and evaluating financial performance. Accordingly, we operate our business as one operating and reporting segment. Advertising Costs Advertising costs are charged to operations in the year incurred and totaled $51,792 and $69,232 for the years ended December 31, 2023 and 2022, respectively, and are included in selling and marketing expenses on the accompanying statements of operations. Concentration Risks Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and cash equivalents, restricted cash, short-term investments, and accounts receivable. Concentrations of credit risk with respect to trade accounts receivable are generally diversified due to the large number of entities comprising the Company’s customer base and their dispersion across many different industries and geographies. 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 December 31, 2023, two customers represented 92% of the Company’s accounts receivable balance. Historically, the Company has not experienced any losses due to such concentration of credit risk. During the years ended December 31, 2023 and 2022, less than 10% of the Company’s revenues were from customers in foreign countries. During the year ended December 31, 2023, the Company’s two largest customers accounted for 26% and 20% of the Company’s consolidated revenues. During the year ended December 31, 2022, the Company’s three largest customers accounted for 17%, 16%, and 10% of the Company’s consolidated revenues. As of December 31, 2023, the Company’s two largest customers represented 66% and 26%, respectively, of the Company’s accounts receivable balance. As of December 31, 2022, the Company’s two largest customers represented 74% and 19%, respectively, of the Company’s accounts receivable balance. 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 (United States Dollar, Euro, and Chinese Yuan). Since the acquisition of ZTech on October 31, 2023, Yuan-denominated assets and liabilities are translated into the United States Dollar using the exchange rate at the balance sheet date (0.141048 at December 31, 2023) and revenue and expense accounts are translated using the weighted average exchange rate in effect for the period (0.139466 for the two months ended December 31, 2023). Euro-denominated assets and liabilities are translated into the United States Dollar using the exchange rate at the balance sheet date (1.1036 and 1.0699 at December 31, 2023 and 2022, respectively) and revenue and expense accounts are translated using the weighted average exchange rate in effect for the period (1.0727 and 1.0536 for the years ended December 31, 2023 and 2022, respectively). The Company is in the process of winding up the Germany business and therefore no activity or translations took place in 2023. Resulting translation adjustments are made directly to accumulated other comprehensive income (loss). The Company engages in foreign currency denominated transactions with customers and suppliers, as well as between subsidiaries with different functional currencies. Realized losses of $948 and $17,641 arising from exchange rate fluctuations on transactions denominated in a currency other than the functional currency for the years ended December 31, 2023 and 2022, respectively, are recognized in other income, net in the consolidated statements of operations. Subsequent Events The Company evaluates events that have occurred after the bala |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2023 | |
Business Combinations [Abstract] | |
Business Combination | Note 3 – Business Combination On October 31, 2023, AME-HK completed its acquisition of a 40% equity interest in ZTech for $7 million in cash from Beijing Lianzhong Co., Ltd, an entity owned by Ourgame International Holdings Limited, the holder of approximately 32% of AGAE’s outstanding common stock as of the acquisition date. Founded in Beijing in April 2022, ZTech is a mobile games developer and operator, specializing in the innovation, research, development and operation of premium card and Mahjong casual games. The acquisition of Z-Tech will allow the Company to expand its operations into one of the most revenue generating segments of the global games industry. The acquisition was considered a business acquisition as it was determined that ZTech would be consolidated under the VOE model. The business combination was recorded using the acquisition method of accounting and the initial purchase price allocation was based on our assessment of the fair value of the purchase consideration and the fair value of ZTech’ s tangible and intangible assets acquired and liabilities assumed at the date of acquisition. The fair value of the non-controlling interest was determined using the discounted cash-flow method. The following table summarizes the fair value of the assets acquired and the liabilities assumed using the exchange rate at the acquisition date of 0.13689: Cash consideration $ 7,000,000 Non-controlling interest 10,500,000 Fair value of business $ 17,500,000 Assets acquired: Cash and cash equivalents $ 568,107 Accounts receivable 301,802 Property and equipment, net 23,530 Prepaid expenses and other current assets 31,429 Operating lease right-of-use asset 261,001 Deposits, non-current portion 11,613 Goodwill 12,386,126 Intangible assets, net 5,573,599 [1] Total assets acquired 19,157,207 Liabilities assumed: Accounts payable (302,461 ) Deferred tax liability (1,096,160 ) Operating lease liability, current portion (68,638 ) Operating lease liability, non-current portion (189,948 ) Total liabilities assumed (1,657207 ) Net assets acquired $ 17,500,000 [1] Intangible assets include $154,088 of mobile games licenses and $5,419,511 of customer relationships. The Company recognized goodwill of $12,386,126, arising from the acquisition. Goodwill represents the excess fair value after the allocation to identifiable assets acquired, including intangibles. Intangible assets are expected to be amortized over the estimated useful life of 5-10 years. Goodwill is primarily attributable to the assembled workforce, market, and expansion capabilities, expected synergies from integration and streamlining operational activities and other factors. The goodwill did not have any tax basis and was not deductible for tax purposes. The following table sets forth changes in our goodwill from the date of acquisition to December 31, 2023: Balance, January 1, 2023 $ - Goodwill arising from acquisition of ZTech 12,386,126 Foreign currency translation adjustment 342,930 Balance, December 31, 2023 $ 12,729,056 The following information represents the unaudited pro forma combined results of operations, giving effect to the acquisitions as if they occurred at the beginning of the year ended December 31, 2022. For the Year Ended December 31, 2023 For the Year Ended December 31, 2022 Pro-forma Pro-forma As reported (c) Adjustments (a) Pro-forma As reported Adjustments (b) Pro-forma Revenues $ 7,655,039 $ 16,321,426 $ 23,976,465 $ 6,352,470 $ 10,577,179 $ 16,929,649 Net income (loss) $ (3,595,361 ) $ 310,712 $ (3,284,649 ) $ (10,823,885 ) $ 102,504 $ (10,721,381 ) Basic and diluted loss per common share $ (0.10 ) $ (0.09 ) $ (0.28 ) $ (0.27 ) Weighted-average common shares outstanding 37,218,708 37,218,708 39,071,501 39,071,501 (a) For the period from January 1 through October 31, 2023 (business combination date). (b) For the period from March 31 (date of incorporation) through December 31, 2022. (c) Includes $698,522 of revenue and $266,501 of net loss from ZTech for the period from November 1 through December 31, 2023. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2023 | |
Investments [Abstract] | |
Investments | Note 4 – Investments The Company owns a 25% non-voting membership interest in Esports Arena, LLC (“ESA”) and ESA’s wholly owned subsidiary. Because the Company does not have the ability to exercise significant influence over the operating and financial policies of ESA and because the investment doesn’t have a readily determinable market value, the Company elected to account for it using the adjusted cost method. Due to the Company recording impairment charges related to its investment in ESA, the carrying value of the Company’s investment in ESA is $0. |
Deposits
Deposits | 12 Months Ended |
Dec. 31, 2023 | |
Deposits [Abstract] | |
Deposits | Note 5 – Deposits On November 28, 2023, AEE entered into a joint venture agreement with Zhao Qian, a resident of the People’s republic of China, and All in Asia Culture and Tourism Development Company Limited (“All in Asia”) under which Skyline was formed and AEE received a 51% ownership interest. Skyline was established to diversify entertainment options for both locals and tourists throughout China through the hosting and organization of top artist events and concerts. AEE contributed $6,000,000 for its capital contribution in the 51% ownership of Skyline. Management determined there is no noncontrolling interest in their capital contribution. Prior to December 31, 2023, Skyline made an advance payment of $3.7 million to All in Asia under a Project Cooperation Agreement (See Note 7 - Related Party Transactions) to secure venues, negotiate sponsorships and to determine and prepay the performers for future concert and events, which is included within Deposits, current portion on the accompanying consolidated balance sheet. The project has not commenced as of December 31, 2023. Security deposits for operating leases in the aggregate amount of $392,668 are included in Deposits, non-current portion, on the accompanying consolidated Balance Sheet. See Note 12 – Commitments and Contingencies – Operating Leases for additional details related to the Company’s leases. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment, Net [Abstract] | |
Property and Equipment, net | Note 6 – Property and Equipment, net Property and equipment consist of the following: As of December 31, 2023 2022 Office equipment $ 46,351 $ 793,395 Computer equipment 1,267,340 563,042 Esports gaming truck 1,225,945 1,222,406 Furniture and fixtures 680,795 680,795 Production equipment 8,136,009 7,948,555 Leasehold improvements 4,711,996 4,578,081 16,068,436 15,786,274 Less: accumulated depreciation and amortization (12,234,243 ) (11,780,652 ) Property and equipment, net $ 3,834,193 $ 4,005,622 For the year ended December 31, 2023, a gain of $8,388 was recognized as a result of the disposal of office and production equipment. During the years ended December 31, 2023 and 2022, depreciation and amortization expense amounted to $1,270,149 and $2,061,357, respectively. During the years ended December 31, 2023 and 2022, the Company recorded impairment expense of $0 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 7 – Related Party Transactions On September 24, 2023, AME-HK advanced Beijing Lianzhong Co., Ltd, a related party (and a subsidiary of Ourgame International Holding Ltd. (“Ourgame”), AGAE’s largest investor), $3.5 million (the “Bridge Loan”) in connection with a certain Equity Interest Purchase Agreement dated August 16, 2023, under which AME-HK agreed to acquire a 40% equity interest in ZTech, a company engaged in the development and distribution of casual mobile games. The Bridge Loan was non-interest bearing and was repayable at the earlier of 90 days from the date of the advance or the closing of the ZTech acquisition. The acquisition closed on October 31, 2023, at which time the proceeds of the Bridge Loan were applied to the purchase price of the equity interests (See Note 3 – Business Combination). In December 2023, Skyline entered into a Project Cooperation Agreement with All in Asia, a 19% owner of Skyline, to secure venues, negotiate sponsorships, and to determine and prepay the performers for future concerts . |
Intangible Assets, net
Intangible Assets, net | 12 Months Ended |
Dec. 31, 2023 | |
Intangible Assets, net [Abstract] | |
Intangible Assets, net | Note 8 – Intangible Assets, net Intangible assets consist of the following: Trademarks Software Software Mobile Games Licenses Customer Relationships Total Intangibles Accumulated Amortization Total Balance as of January 1, 2023 $ 37,165 $ - $ - $ - $ - $ 37,165 $ (14,330 ) $ 22,836 Purchases of intangibles 3,980 565,000 149,850 154,088 5,419,511 6,292,427 (229,828 ) 6,062,599 Foreign currency translation adjustment - - - 4,680 164,616 169,296 - 169,296 Balance as of December 31, 2023 $ 41,145 $ 565,000 $ 149,850 $ 158,768 $ 5,584,127 $ 6,498,888 $ (244,158 ) $ 6,254,731 Weighted average remaining amortization period at December 31, 2023 (in years) 9.5 Intangible assets consist of the Allied Esports trademarks, which are being amortized over a useful life of 10 years, AGAE software licenses, which are being amortized over a useful life of 5 years, and AME mobile games licenses and customer relationships, which are being amortized over a useful life of 5-10 years. The initial term of the software license agreement expires on February 27, 2028, but can be renewed by the Company for an additional 5-year term under identical terms and conditions. The mobile game license agreement expires on December 31, 2024 and is expected to be renewed for additional 5 years on an exclusive basis with a similar royalty structure. Software development costs (See Note 12 – Commitments and Contingencies – System Development Agreement for details) have not yet been placed into service. During the years ended December 31, 2023 and 2022, amortization expense amounted to $229,828 and $3,991, respectively. Estimated future amortization expense (which includes amortization of software development costs expected to be placed in service on July 1, 2024) is as follows: Years Ended December 31, Amount 2024 $ 651,715 2025 747,056 2026 747,056 2027 747,056 2028 644,918 Thereafter 2,716,930 $ 6,254,731 |
Loans Payable
Loans Payable | 12 Months Ended |
Dec. 31, 2023 | |
Loans Payable [Abstract] | |
Loans Payable | Note 9 – Loans Payable On December 13, 2023, AME-HK borrowed 1.3 billion Yen or approximately $9.2 million (USD) under a $10 million credit facility provided by Morgan Stanley Bank Asia Limited (the “Bank”) 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. The 12-month term loan is non-interest bearing. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Expenses and Other Current Liabilities [Abstract] | |
Accrued Expenses and Other Current Liabilities | Note 10 – Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following: As of December 31, 2023 2022 Compensation expense $ 655,458 $ 1,546,805 Event costs 5,534 8,411 Legal and professional fees 32,150 43,676 Warrant liabilities 100 100 Other accrued expenses 70,270 46,387 Accrued expenses and other current liabilities $ 763,512 $ 1,645,379 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 11 – Income Taxes The Company and its subsidiaries file income tax returns in the United States (federal, California, New Jersey and New York), China, and Germany. The U.S. and foreign components of loss before income taxes were as follows: For the Years Ended December 31, 2023 2022 United States $ (3,543,090 ) $ (10,233,357 ) Foreign (52,271 ) (590,528 ) Loss before income taxes $ (3,595,361 ) $ (10,823,885 ) The income tax provision (benefit) for the years ended December 31, 2023 and 2022 consists of the following: For the Years Ended December 31, 2023 2022 Federal Current $ - $ - Deferred (1,302,543 ) (1,911,425 ) State and local: Current - - Deferred 2,621,361 (182,041 ) Foreign Current - - Deferred 716,439 (79,577 ) 2,035,257 (2,173,043 ) Change in valuation allowance (2,035,257 ) 2,173,043 Income tax provision (benefit) $ - $ - The reconciliation of the expected tax expense (benefit) based on the U.S. federal statutory rates for 2023 and 2022, respectively, with the actual expense is as follows: For the Years Ended December 31, 2023 2022 U.S. Federal statutory rate 21.0 % 21.0 % State taxes, net of federal benefit 0.0 % 5.6 % Permanent differences (0.2 )% (0.4 )% Untaxed foreign jurisdictions 0.0 % 0.0 % Lower taxed foreign jurisdictions (0.7 )% (0.7 )% Change in deferred taxes (76.2 )% (4.4 )% Rate change impact 0.0 % 0.0 % Change in valauation allowance 56.6 % (20.1 )% Other (0.5 )% (1.0 )% Total 0.0 % 0.0 % The tax effects of temporary differences that give rise to deferred tax assets are presented below: As of December 31, 2023 2022 Deferred Tax Assets: Net operating loss carryforwards $ 16,060,226 $ 15,989,995 Investment 2,690,777 5,506,829 Stock-based compensation 712,956 862,216 Capitalized start-up costs - 125,727 Property and equipment 1,662,594 - Accruals and other 567,119 1,583,759 Gross deferred tax assets 21,693,672 24,068,526 Valuation Allowance (21,396,432 ) (23,431,688 ) Deferred tax assets, net of valuation allowance 297,240 636,838 Deferred Tax Liabilities: Property and equipment - (636,838 ) Other DTL (1,393,400 ) - Deferred Tax Liabilities (1,393,400 ) (636,838 ) Deferred tax assets (liabilities), net $ (1,096,160 ) $ - As of December 31, 2023, the Company had $75,061,833, $24,376,723 and $1,188,961 of federal, state and foreign net operating loss (“NOL”) carryforwards available to offset against future taxable income. The federal NOL may be carried forward indefinitely. For state tax purposes, these NOLs will begin to expire in 2038. The foreign NOLs are related to Z-Tech acquisition in October 2023 will begin to expire in 2028. The federal and state NOL carryovers are subject to annual limitations under Section 382 of the U.S. Internal Revenue Code when there is a greater than 50% ownership change, as determined under the regulations. The Company is not aware that any annual limitations have been triggered. The Company remains subject to the possibility that a future greater than 50% ownership change could trigger annual limitations on the usage of NOLs. For federal income tax purposes, the Company’s future utilization of its NOLs may be limited to 80% of taxable income as provided under Tax Cuts and Jobs Act of 2017. The Company assesses the likelihood that deferred tax assets will be realized. ASC 740, “Income Taxes” requires that a valuation allowance be established when it is “more likely than not” that all, or a portion of, deferred tax assets will not be realized. A review of all available positive and negative evidence needs to be considered, including the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies. After consideration of all the information available, management believes that uncertainty exists with respect to future realization of its federal and state deferred tax assets and has, therefore, established a full valuation allowance as of December 31, 2023 and 2022. For the foreign deferred tax assets, management believes the scheduled reversal of deferred tax liabilities will allow them to be a source of taxable income to realize the foreign deferred tax assets, as such no valuation allowance is established against the foreign deferred tax assets. The Company is subject to taxation in the U.S. and various state jurisdictions. In general, the Company’s tax returns remain subject to examination by various taxing authorities beginning with the tax year ended December 31, 2019. However, to the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the Internal Revenue Service or state tax authorities. No tax audits were commenced or were in process during the years ended December 31, 2023 and 2022. The Company reviews its filing positions for all open tax years in all U.S. federal and state jurisdictions where the Company is required to file. The Company recognizes liabilities for uncertain tax positions based on a two-step process. To the extent a tax position does not meet a more-likely-than-not level of certainty, no benefit is recognized in the financial statements. If a position meets the more-likely-than-not level of certainty, it is recognized in the consolidated financial statements at the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company has not recognized any liability related to uncertain tax provisions as of December 31, 2023 and 2022. The Company’s practice is to recognize interest and/or penalties related to income tax matters in interest expense. The Company had no accrual for interest or penalties at December 31, 2023 and December 31, 2022, respectively, and has not recognized interest and/or penalties during the years then ended as there are no material unrecognized tax benefits. Management does not anticipate any material changes to the amount of unrecognized tax benefits within the next 12 months. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 12 – Commitments and Contingencies Litigations, Claims, and Assessments The Company is 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. On March 7, 2024, Knighted Pastures, LLC (“Knighted”), an AGAE stockholder, filed a complaint 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 alleges, 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. The Knighted Action seeks both injunctive reliefs and money damages. We believe the claims in the Knighted Action lack merit and intend to defend against them vigorously. Operating Leases Allied Esports leases an arena in Las Vegas, Nevada, for the purpose of hosting Esports activities (the “Las Vegas Lease”). The arena opened to the public on March 23, 2018 (the “Commencement Date”). Initial lease terms were for minimum monthly payments of $125,000 for 60 months from the Commencement Date with an option to extend for an additional 60 months at $137,500 per month. Additional annual tenant obligations were estimated at $2 per square foot for Allied’s portion of real estate taxes and $5 per square foot for common area maintenance costs. The original right-of-use asset and operating lease liability balance included the impact of the five-year renewal option that the Company was reasonably certain to exercise. The Las Vegas Lease expired on May 31, 2023 but was extended until July 31, 2023. Effective August 1, 2023, the Las Vegas Lease was extended until May 31, 2028 for minimum monthly payments of $137,500 for 58 months in addition to fixed monthly tenant obligations for real estate tax of $5,000. On July 17, 2023, the Company leased 5,067 square feet of building space in Las Vegas, Nevada, through an operating lease for the purpose of storage of the mobile esports truck. The lease term is for 36 months and ends on July 31, 2026. The monthly base rent ranges from $4,560 to $5,028. The Company leases office space in Beijing, China pursuant to a lease dated April 1, 2023 through an operating lease that expires on June 30, 2027. The lease provides for a monthly base rent of 50,000 yuan or approximately $6,900, payable quarterly. The Company also leased office and production space in Germany pursuant to a lease dated August 1, 2020 which expired on July 31, 2023 (the “Germany Lease”). Rent expense under the lease was €4,000 (approximately $4,280 United States dollars) per month. The Company did not renew the lease after it expired. The Company’s aggregate rent expense incurred during the years ended December 31, 2023 and 2022 amounted to $1,669,554 and $1,722,801, respectively, of which $1,334,805 and $1,283,976, respectively, is included within in-person costs and $334,749 and $438,825, respectively, is included in general and administrative expenses on the accompanying consolidated statements of operations. A summary of the Company’s right-of-use assets and liabilities is as follows: For the Years Ended December 31, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used in operating activities $ 1,267,143 $ 1,083,178 Right-of-use assets obtained in exchange for lease obligations Operating leases $ 289,886 $ - Weighted Average Remaining Lease Term (Years) Operating leases 4.35 5.42 Weighted Average Discount Rate Operating leases 5.00% - 5.75 % 5.00 % A summary of the Company’s remaining operating lease liabilities is as follows: For the Year Ending December 31, Amount 2024 $ 1,850,489 2025 1,853,285 2026 1,829,825 2027 1,731,157 Thereafter 712,500 Total lease payments 7,977,256 Less: amount representing imputed interest (934,028 ) Present value of lease liability 7,043,228 Less: current portion (1,482,977 ) Lease liability, non-current portion $ 5,560,251 Brookfield Partnership On January 14, 2020, the Company issued 758,725 shares of its common stock to BPR Cumulus LLC, an affiliate of Brookfield Property Partners (“Brookfield”) in exchange for $5,000,000 (the “Purchase Price”) pursuant to a Share Purchase Agreement (the “Brookfield Agreement”). The Purchase Price was placed into escrow and is to be used by the Company or its subsidiaries to develop integrated esports experience venues at mutually agreed upon shopping malls owned and/or operated by Brookfield or any of its affiliates (each, an “Investor Mall”), that will include a dedicated gaming space and production capabilities to attract and to activate esports and other emerging live events (each, an “Esports Venue”). To that end, half of the Purchase Price will be released from escrow to the Company upon the execution of a written lease agreement between Brookfield and the Company for the first Esports Venue, and the other half will be released to the Company upon the execution of a written lease agreement between Brookfield and the Company for the second Esports Venue. The balance held in escrow as of December 31, 2023 is $5,000,000 and is reflected in restricted cash on the accompanying consolidated balance sheet. As of the date of this document, no additional documents have been drafted or executed between the Company and Brookfield as the parties have not had further discussions on moving forward with any leases since they were delayed during the pandemic. System Development Agreement On October 31, 2022, the Company entered into a system development agreement to develop an Allied Gaming membership management system and event organizer system. Pursuant to the terms of the agreement, the Company has committed to spend an aggregate amount of $199,800 in four equal payments of $49,950. The Company has made $149,850 in aggregate payments which were capitalized and included within intangible assets on the accompanying balance sheet as of December 31, 2023. See Note 2 – Significant Accounting Policies – Internal Use Software Development Costs and Note 8 – Intangible Assets for additional details. Appointment and Resignation of Chief Executive Officer, President and General Counsel On July 13, 2021, the Company appointed Libing (Claire) Wu as its Chief Executive Officer, President and General Counsel. The Company entered into an employment agreement (the “CEO Agreement”) with Ms. Wu that provided for, among other things, payment to Ms. Wu of an annual base salary equal to $500,000, subject to certain cost-of-living adjustments. Upon commencement of her employment, Ms. Wu received a $200,000 bonus and was granted 80,000 shares of restricted common stock, subject to transfer and forfeiture restrictions until the shares’ scheduled vesting on August 16, 2022, and ten-year stock options to purchase up to 200,000 shares of the Company’s common stock at an exercise price of $2.21 per share that were scheduled to vest in four equal annual installments commencing on the one-year anniversary of the grant date. On February 18, 2022, Ms. Wu resigned as Chief Executive Officer and General Counsel of the Company. In connection with her resignation, the Company entered into a Separation Agreement and Release with Ms. Wu (the “Release”) pursuant to which, among other things, Ms. Wu released the Company from any and all claims she may have against the Company (subject to certain exclusions), and the Company agreed to provide Ms. Wu with certain separation benefits, including $750,000 in severance payable over an 18-month period which was expensed immediately, and accelerated vesting of 200,000 unvested stock options and 80,000 shares of restricted stock that were granted at the commencement of Ms. Wu’s employment. As no future substantive services will be performed by Ms. Wu, the Company recognized stock-based compensation expense of $258,979 related to the modification of these equity awards during the year ended December 31, 2022. At December 31, 2023, all remaining payments related to Ms. Wu’s severance benefit has been paid out. The Release also contains a customary non-disparagement provision. Board of Directors On February 18, 2022, Jerry Lewin resigned as a Class C Director of the Company. In appreciation of Mr. Lewin’s services to the Company as a director, Chair of the Compensation Committee and a member of the Audit Committee, the Company paid to Mr. Lewin $25,000, accelerated the vesting of 40,000 unvested stock options previously granted to Mr. Lewin pursuant to an option agreement dated effective May 6, 2021, and extended the exercise period of such options to May 6, 2031. The Company recognized stock-based compensation expense of $32,909 related to the modification of these awards during the year ended December 31, 2022. In March 2023, the Board of Directors approved a new director compensation arrangement for non-employee directors that will become effective immediately following the adjournment of the Annual Meeting. Under this new compensation arrangement, non-employee directors will receive the following fees: (i) annual cash fee of $20,000 for services on the Board as a director and (ii) an additional annual cash fee of $10,000 for services on one or more committees of the Board if such director serves as a chair of any committee. Accordingly, the maximum amount of cash fees that can be earned by each director is $30,000 regardless of the number of committees on which such director serves. The Company has the option to pay such amounts in cash or stock from the Company’s incentive plan (valued at the closing price of AGAE common stock on the trading day immediately prior to the scheduled payment date), with the current fees payable in cash. The fees are payable monthly by the Company. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity [Abstract] | |
Stockholders’ Equity | Note 13 – Stockholders’ Equity Authorized Shares The Company is authorized to issue up to 100,000,000 and 1,000,000 shares of common stock and preferred stock, respectively. Equity Incentive Plan On December 30, 2021, the stockholders approved an amendment to the 2019 Equity Incentive Plan (the “Plan”) to increase the number of shares of common stock authorized under the Plan from 3,463,305 shares to 3,763,305 shares. As of December 31, 2023 there were 1,662,345 shares available under the plan. Share Purchase Agreement On December 28, 2023, the Company entered into a Share Purchase Agreement (the “Purchase Agreement”) with Elite Fun Entertainment Co., Ltd. (the “Purchaser”), pursuant to which the Purchaser agreed to purchase 7,330,000 shares of the Company’s common stock, par value $0.0001 per share, at a purchase price of $0.90 per share (the “Purchased Shares”) for a total purchase price of $6,597,000. The Purchase Agreement is subject to customary representations, warranties, covenants and conditions, including an agreement that the Company and Purchaser will each use its best efforts to negotiate and finalize a collaboration or partnership agreement under which the Purchaser will assist the Company with organizing live shows and events in Asia. See Note 14 – Subsequent Events for details related to the closing of the share purchase. Treasury Stock On November 21, 2022, the Company’s Board of Directors authorized a stock repurchase program of up to $10 million of its outstanding shares of common stock. For the years ended December 31, 2023 and 2022, the Company repurchased 1,698,038 and 581,746 shares, respectively, at a cost of $2,083,091 and $610,562, respectively. As of December 31, 2023, approximately $7.3 million remains available to repurchase common stock under this program. Stock Options A summary of the option activity during the year ended December 31, 2023 is presented below: Weighted Weighted Average Average Number of Exercise Remaining Intrinsic Options Price Term (Yrs) Value Outstanding, January 1, 2023 1,675,000 $ 3.66 Granted - - Exercised - - Expired (115,000 ) 4.50 Forfeited (70,000 ) 4.54 Outstanding, December 31, 2023 1,490,000 $ 3.55 5.58 $ - Exercisable, December 31, 2023 1,240,000 $ 3.81 5.22 $ - Options outstanding and exercisable as of December 31, 2023 are as follows: Options Outstanding Options Exercisable Weighted Outstanding Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $ 2.11 40,000 6.50 30,000 $ 2.17 120,000 6.60 90,000 $ 2.21 350,000 5.95 200,000 $ 2.48 120,000 7.35 60,000 $ 4.09 630,000 4.34 630,000 $ 5.66 230,000 5.72 230,000 1,490,000 5.22 1,240,000 There were no new options granted during the years ended December 31, 2023 and 2022. The expected term used for options is the estimated period of time that options granted are expected to be outstanding. The Company utilizes the “simplified” method to develop an estimate of the expected term of “plain vanilla” option grants. The Company is utilizing an expected volatility figure based on a review of the historical volatilities, over a period of time, equivalent to the expected life of the instrument being valued, of similarly positioned public companies within its industry. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued. For the years ended December 31, 2023 and 2022, the Company recorded $150,518 and $708,964, respectively, of stock-based compensation expense related to stock options. As of December 31, 2023, there was $77,998 of unrecognized stock-based compensation expense related to the stock options that will be recognized over the weighted average remaining vesting period of 1.69 years. Restricted Common Stock For the years ended December 31, 2023 and 2022, the Company recorded $0 and $82,345, respectively, of stock-based compensation expense related to restricted stock. As of December 31, 2023, all restricted common stock was fully vested. Warrants In 2017, Black Ridge Acquisition Corp. (“BRAC’) issued 14,305,000 warrants (the “BRAC Warrants”) for the purchase of BRAC’s common stock at $11.50 per share in connection with BRAC’s initial public offering. As of result of the August 9, 2019 Merger, in which the Company and BRAC merged, the Company issued to the former owners of Allied Gaming and WPT five-year warrants to purchase an aggregate of 3,800,003 shares of common stock at a price of $11.50 per share and issued five-year warrants for the purchase of an aggregate of 532,000 shares of common stock to noteholders with an exercise price of $11.50 per share. On June 8, 2020, the Company issued warrants for the purchase of 1,454,546 shares of common stock at $4.13 per share in connection with the issuance of certain convertible notes. A summary of warrants outstanding and exercisable as of December 31, 2023 is presented below: Warrants Outstanding Warrants Exercisable Exercise Price Exercisable Into Outstanding Weighted Exercisable $ 11.50 Common Stock 18,637,003 0.6 18,637,003 $ 4.13 Common Stock 1,454,546 1.4 1,454,546 20,091,549 20,091,549 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14 – Subsequent Events Rights Agreement On February 9, 2024, the Company entered into a rights agreement with Continental Stock Transfer & Trust, as rights agent (the “Rights Agreement”) pursuant to which the Board declared a dividend of one preferred share purchase right (the “Right” or collectively the “Rights”) for each outstanding share of the Company’s common stock, par value $0.0001 (each, a “Common Share” and, collectively, the “Common Shares”). The Rights were distributed to the stockholders of record at the start of business on that date (the “Record Date”). Each Right provides the registered holder, under certain circumstances and if the Rights become exercisable, the right to purchase from the Company one one-thousandth of a share of a newly designated Series A Junior Participating Preferred Stock, par value $0.0001 per share (the “Series A Preferred Shares”) at an exercise price of $7.00 per one one-thousandth of a Series A Preferred Share. On that date, the Board also authorized the issuance of one Right with respect to each additional Common Share that becomes outstanding after the Record Date, but before the Distribution Date (as defined in the Rights Agreement) and, in certain limited circumstances, after the Distribution Date. The Rights are not exercisable until the Distribution Date. Until a Right is exercised, the holder thereof will have no rights as a stockholder of the Company, including dividend, voting or liquidation rights. At any time until the earlier of (a) a person becomes an Acquiring Person (as defined in the Rights Agreement) and (b) the final expiration date (as defined in the Rights Agreement), the Board may, at its option and in its sole discretion, direct the Company to redeem the Rights in whole but not in part, at a price of $0.0001 per Right (the “Redemption Price”). Share Purchase Agreement On March 7, 2024, the Company closed on the share purchase agreement entered into on December 28, 2023 (see Note 13 – Stockholders’ Equity – Share Purchase Agreement). The Company received $2 million of the total purchase price for the Purchased Shares and the Purchaser agreed to pay the remaining consideration of $4.597 million within 2 months of the closing along with interest thereon at a simple interest rate of 5% per annum. The remaining consideration is collateralized by a pledge and first priority lien and security interest in 5,107,778 shares issued by the Company to the Purchaser. Restricted Stock Units On February 22, 2024, the Company awarded, in aggregate, 1.46 million shares of common stock (the “Restricted Shares”) to its directors and certain executive officers which are subject to certain transfer and other restrictions set forth in the grant agreement signed by each recipient under the Equity Incentive Plan. The Restricted Shares vest in four equal installments as follows: twenty-five (25%) on the date of grant and 25% in three (3) successive installments upon the completion of each six (6) month period of service over an eighteen (18) month period measured from the date of grant. The transfer restrictions include a lock-up agreement under which, among other things, each recipient agreed not to sell, pledge, or otherwise dispose of the shares for a three-year period commencing on the date of the grant. Employment Agreement On March 6, 2024 (the “Effective Date”), the Company entered into an employment agreement with Ms. Ying Hua (Yinghua) Chen, the Chief Executive Officer of the Company (the “Employment Agreement”). Pursuant to the Employment Agreement, Ms. Chen will, among other things, (i) receive a base annual salary of $300,000, subject to adjustment as the Board deems appropriate; and (ii) be eligible to receive an annual incentive bonus of up to 60% of her annual salary, as determined annually at the discretion of the Board. If Ms. Chen is terminated without cause, she will be entitled to receive severance equal to sixty (60) months of her base salary payable in equal installments over a sixty-month period, as well as any accrued and unused vacation pay, and all equity compensation will be fully accelerated. |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Significant Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been derived from the accounting records of AGAE and its consolidated subsidiaries. All significant intercompany balances have been eliminated in the consolidated financial statements. The consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”) and pursuant to the accounting rules and regulations of the United States Securities and Exchange Commission (“SEC”) and includes the operations of AGAE and its wholly owned subsidiaries, and Skyline and ZTech. Skyline is a majority owned subsidiary of AEE. The accounts of ZTech were consolidated in these financial statements based on the analysis performed under the voting interest model (“VOE”). The Company has controlling financial interest in ZTech and Skyline. As a result, the Company consolidates ZTech and Skyline. |
Business Combinations | Business Combinations In applying the acquisition method of accounting for business combinations, amounts assigned to identifiable assets and liabilities acquired were based on estimated fair values as of the date of acquisition, with the remainder recorded as goodwill. Intangible assets are initially valued at fair value using generally accepted valuation methods appropriate for the type of intangible asset. Transaction costs associated with these acquisitions are expensed as incurred and are included in the accompanying consolidated statements of operations. |
Voting Interest Entities | Voting Interest Entities During the year ended December 31, 2023, the Company acquired two new entities with less than 100% interest which were consolidated under the voting interest model (“VOE”). AME-HK has control of the board of directors of ZTech, through the appointment of 3 of its 5 members, and the significant decisions of the entity are made at the board level. In addition, matters voted upon at the shareholder level are not considered significant decisions and other shareholders are not able to change the composition of the board of the directors without AME-HK consent. AEE owns a 51% interest in Skyline. |
Use of Estimates | Use of Estimates Preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, together with amounts disclosed in the related notes to the financial statements. The Company’s significant estimates used in these financial statements include, but are not limited to, the valuation and carrying amount of deferred tax assets, stock-based compensation, and accounts receivable reserves, the valuation of acquired assets and liabilities, as well as the recoverability and useful lives of long-lived assets, including intangible assets and property and equipment. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents All highly liquid short-term investments of the Company that have a maturity of three months or less when purchased are considered to be cash equivalents. As of December 31, 2023 and 2022, the Company’s cash equivalents consist of certificate of deposits of $3 million and $10 million, respectively. Accrued interest receivable on cash equivalents totaled $33,271 and $80,137 at December 31, 2023 and 2022, respectively, and is included in current assets in the accompanying consolidated balance sheets. |
Restricted Cash | Restricted Cash Restricted cash consists of $5.0 million of cash held in an escrow account to be utilized for various approved strategic initiatives and esports event programs pursuant to an agreement with Brookfield Property Partners (See Note 12 – Commitments and Contingencies, Brookfield Partnership). |
Short-term Investments | Short-term Investments Short-term investments consist of certificates of deposit with original maturities of greater than three months but less than or equal to twelve months when purchased. Accrued interest receivable on short-term investments totaled $758,952 and $597,260 at December 31, 2023 and 2022, respectively, and is included in current assets in the accompanying consolidated balance sheets. |
Accounts Receivable | Accounts Receivable Accounts receivables are carried at their contractual amounts less allowance for credit loss. Management estimates expected credit losses immediately based on existing economic conditions in addition to current and future economic conditions and events. Losses are charged to the allowance when management deems further collection efforts will not produce additional recoveries. As of December 31, 2023 and 2022, there was no allowance for credit loss. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation and impairment using the straight-line method over their estimated useful lives once the asset is placed in service. Leasehold improvements are amortized over the lesser of (a) the useful life of the asset; or (b) the remaining lease term (including renewal periods that are reasonably assured). Expenditures for maintenance and repairs which do not extend the economic useful life of the related assets are charged to operations as incurred, and expenditures which extend the economic life are capitalized. When assets are retired or otherwise disposed of, the costs and related accumulated depreciation or amortization are removed from the accounts and any gain or loss on disposal is recognized in the statement of operations for the respective period. The estimated useful lives of property and equipment are as follows: Office equipment 3 - 5 years Computer equipment 3 - 5 years Production equipment 3 - 5 years Furniture and fixtures 3 - 5 years Esports gaming truck 5 years Leasehold improvements Lesser of 10 years or remaining lease term |
Internal Use Software Development Costs | Internal Use Software Development Costs The costs incurred in the preliminary stages of software development are expensed as incurred. Once an application has reached the development stage, internal and external costs, if direct and incremental, are capitalized and included within intangible assets on the accompanying balance sheet. Once they are ready for intended use they are amortized on a straight-line basis over their estimated useful lives. As of December 31, 2023 and 2022, no internal use software has been placed into service (see Note 8 – Intangible Assets and Note 12 – Commitments and Contingencies – System Development Agreement for additional details). |
Long-Lived Assets and Goodwill | Long-Lived Assets and Goodwill The Company accounts for long-lived assets in accordance with the provisions of ASC 360-10-35, Property, Plant and Equipment, Impairment or Disposal of Long-lived Assets The Company accounts for goodwill and intangible assets in accordance with ASC 350, Intangibles – Goodwill and Other In determining whether a quantitative assessment is required, the Company will evaluate relevant events or circumstances to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after performing the qualitative assessment, an entity concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the entity would perform the quantitative impairment test described in ASC 350. However, if, after applying the qualitative assessment, the entity concludes that it is not more than likely that the fair value is less than the carrying amount, the quantitative impairment test is not required. The Company bases these assumptions on its historical data and experience, industry projections, micro and macro general economic condition projections, and its expectations. The Company’s intangible assets consist of the ESALV trademarks, which are being amortized over a useful life of 10 years, and software licenses, mobile games licenses, and customer relationships, which are being amortized over a useful life of 5-10 years. Management has determined that no impairment exists during the year ended December 31, 2023. During the year ended December 31, 2022, the Company recognized an impairment of $164,411 related to digital assets, and an impairment of $67,500 related to property and equipment, due to management’s determination that the future cash flows from these assets are not expected to be sufficient to recover their carrying value. |
Warrant Liabilities | Warrant Liabilities Entities must consider whether to classify contracts that may be settled in its own stock, such as warrants, as equity of the entity or as an asset or liability. If an event that is not within the entity’s control could require net cash settlement, then the contract should be classified as an asset or a liability rather than as equity. With regard to the warrants currently outstanding: ● Management has determined that its publicly traded warrants (the “public warrants”) are of a form that qualify for equity classification. ● Management has determined that the common stock purchase warrants issued by the Company on June 8, 2020 in connection with the issuance of convertible notes (the “convertible note warrants”) are of a form that qualify for equity classification. ● Management has determined that the warrants previously issued to the Company’s sponsor (the “Sponsor Warrants”) contain provisions that change depending on who holds the sponsor warrant. If the Sponsor Warrants are held by someone other than the initial purchasers or their permitted transferees, the Sponsor Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the public warrants. This feature precludes the Sponsor Warrants from being indexed to the Company’s common stock, and thus the Sponsor Warrants are classified as a liability measured at fair value, with changes in fair value each period reported in earnings. As of December 31, 2023 and 2022, the fair value of warrant liabilities related to our Sponsor Warrants totaled $100, which is included in accrued expenses and other current liabilities in the accompanying consolidated balance sheet. See Note 10 – Accrued Expenses and Other Current Liabilities. |
Fair Value of Financial Instruments | 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 December 31, 2023 Level 1 Level 2 Level 3 Total Digital assets $ 49,300 $ - $ - $ 49,300 Sponsor warrants - - 100 100 Total $ 49,300 $ - $ 100 $ 49,400 As of December 31, 2022 Level 1 Level 2 Level 3 Total Digital assets $ 49,761 $ - $ - $ 49,761 Sponsor warrants - - 100 100 Total $ 49,761 $ - $ 100 $ 49,861 The carrying amounts of the Company’s financial instruments, such as cash and cash equivalents, restricted cash, accounts receivable, short-term investments, interest receivable, accounts payable, loans payable, lease liabilities, and accrued liabilities approximate fair value due to the short-term nature of these instruments. Short-term investments consist of certificates of deposit with original maturities of greater than three months but less than or equal to twelve months when purchased. The Sponsor Warrants are carried at fair value as of December 31, 2023 and 2022. The Sponsor Warrants are valued using level 3 inputs. The fair value of the Sponsor Warrants is estimated using the Black-Scholes option pricing method. Significant level 3 inputs used to calculate the fair value of the Sponsor Warrants include the share price on the valuation date, expected volatility, expected term and the risk-free interest rate. The following is a roll forward of the Company’s Level 3 instruments during the year ended December 31, 2023: Balance, January 1, 2023 $ 100 Change in fair value of sponsor warrants - Balance, December 31, 2023 $ 100 The key inputs into the Black-Scholes model at the relevant measurement dates were as follows: December 31, December 31, Input 2023 2022 Risk-free rate 5.41 % 4.57 % Remaining term in years 0.61 1.61 Expected volatility 68.0 % 56.0 % Exercise price $ 11.50 $ 11.50 Fair value of common stock $ 1.06 $ 1.05 |
Income Taxes | Income Taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date. The Company recognizes the tax benefit from an uncertain income tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement by examining taxing authorities. The Company’s policy is to recognize interest and penalties accrued on uncertain income tax positions in interest expense in the Company’s statements of operations. As of December 31, 2023 and 2022, the Company had no liability for unrecognized tax benefits. The Company does not expect the unrecognized tax benefits to change significantly over the next 12 months. |
Commitments and Contingencies | Commitments and Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. |
Net Loss per Common Share | Net Loss per Common Share Basic loss per common share is computed by dividing net loss attributable to the Company’s common stockholders 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 the vesting of restricted stock awards. The following table presents the computation of basic and diluted net loss per common share: For the Years Ended December 31, 2023 2022 Numerator: Net loss attributable to common stockholders $ (3,595,361 ) $ (10,823,885 ) Denominator: Weighted-average common shares outstanding 37,218,708 39,082,241 Less: weighted-average unvested restricted shares - (10,740 ) Denominator for basic and diluted net loss per share 37,218,708 39,071,501 Basic and Diluted Net Loss per Common Share $ (0.10 ) $ (0.28 ) The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: As of December 31, 2023 2022 Options 1,490,000 1,675,000 Warrants 20,091,549 20,091,549 Contingent consideration shares (1) 192,308 192,308 21,773,857 21,958,857 (1) Holders who elected to convert their convertible debt into common stock are entitled to receive contingent consideration shares equal to the product of (i) 3,846,153 shares, multiplied by (ii) that holder’s investment amount, divided by (iii) $100,000,000, if at any time within five years after August 9, 2019, the last exchange-reported sale price of common stock trades at or above $13.00 for thirty (30) consecutive calendar days. |
Revenue recognition | 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. There were no contracts with more than one performance obligation for the year ended December 31, 2023. The Company recognizes revenue from continuing operations primarily from the following sources: In-person revenue In-person revenue was comprised of the following for the years ended December 31, 2023 and 2022: For the Years Ended December 31, 2023 2022 Event revenue $ 2,294,616 $ 2,803,396 Sponsorship revenue 1,732,952 688,908 Food and beverage revenue 224,938 832,282 Ticket and gaming revenue 517,952 529,201 Merchandising revenue 185,473 97,125 Total in-person revenue $ 4,955,931 $ 4,950,912 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 Multiplatform revenue was comprised of the following for the years ended December 31, 2023 and 2022: For the Years Ended December 31, 2023 2022 NFT revenue $ - $ 250,252 Sponsorship revenue 2,000,000 1,150,000 Distribution revenue 586 1,306 Total multiplatform revenue $ 2,000,586 $ 251,558 The Company’s NFT revenue was generated from the sale of non-fungible tokens (NFTs). The Company’s NFTs exist on the Ethereum Blockchain under the Company’s EPICBEAST brand, a digital art collection of 1,958 unique beasts inspired by past and present e-sport games. The Company uses the NFT exchange, OpenSea, to facilitate the sale of NFTs. The Company, through OpenSea, has custody and control of the NFT prior to the delivery to the customer and records revenue at a point in time when the NFT is delivered to the customer and the customer pays. The Company has no obligations for returns, refunds or warranty after the NFT sale. The Company also earns a royalty of up to 10% of the sale price when an NFT is resold by its owner in a secondary market transaction. The Company recognizes this royalty as revenue when the sale is consummated. The Company generates sponsorship revenue from the production and distribution of original content programming over live-streaming services. The Company recognizes sponsorship revenue pursuant to the terms of each individual contract when the Company satisfies the respective performance obligations, which could be recognized at a point in time or over the term of the contract. 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 The Company’s casual mobile gaming revenue, which commenced on November 1, 2023 upon the business combination with ZTech (see Note 3 – Business Combination) amounted to $698,522 and $0 for the years ended December 31, 2023 and 2022, 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 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 consolidated statements of operations. Revenue recognition The following table summarizes our revenue recognized under ASC 606 in our consolidated statements of operations: For the Years Ended December 31, 2023 2022 Revenues Recognized at a Point in Time: Ticket and gaming revenue 517,952 529,201 NFT revenue - 250,252 Food and beverage revenue 224,938 832,282 Merchandising revenue 185,473 97,125 Casual mobile games 698,522 - Distribution revenue 586 1,306 Total Revenues Recognized at a Point in Time 1,627,471 1,710,166 Revenues Recognized Over a Period of Time: Event revenue 2,294,616 2,803,396 Sponsorship revenue 3,732,952 1,838,908 Total Revenues Recognized Over a Period of Time 6,027,568 4,642,304 Total Revenues $ 7,655,039 $ 6,352,470 The 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 December 31, 2023 and 2022, the Company had contract liabilities of $103,748 and $108,428, respectively, which are included in deferred revenue on the balance sheet. Through December 31, 2023, $94,682 of performance obligations in connection with contract liabilities included within deferred revenue on the prior year consolidated balance sheet have been satisfied. The Company expects to satisfy the remaining performance obligations of $13,746 related to its December 31, 2022 deferred revenue balance and $90,002 related to its December 31, 2023 balance within the next twelve months. During the years ended December 31, 2023 and 2022, there was no revenue recognized from performance obligations satisfied (or partially satisfied) in previous periods. |
Digital Assets | Digital Assets The Company accepts Ether as a form of payment for NFT sales. The Company accounts for digital assets held as the result of the receipt of Ether, as indefinite-lived intangible assets in accordance with ASC 350, Intangibles—Goodwill and Other. The Company has ownership of and control over the digital assets and the Company may use third-party custodial services to secure them. The digital assets are initially recorded at cost and are subsequently remeasured, net of any impairment losses incurred since the date of acquisition. The Company determines the fair value of its digital assets on a nonrecurring basis in accordance with ASC 820, Fair Value Measurement, based on quoted prices on the active exchange(s) that the Company has determined is the principal market for Ether (Level 1 inputs). The Company performs an analysis each quarter to identify whether events or changes in circumstances, or decreases in the quoted prices on active exchanges, indicate that it is more likely than not that the Company’s digital assets are impaired. In determining if an impairment has occurred, the Company considers the lowest market price quoted on an active exchange since acquiring the respective digital asset. If the then current carrying value of a digital asset exceeds the fair value, an impairment loss has occurred with respect to those digital assets in the amount equal to the difference between their carrying values and the fair value of such assets. The impaired digital assets are written down to their fair value at the time of impairment and this new cost basis will not be adjusted upward for any subsequent increase in fair value. Gains are not recorded until realized upon sale, at which point they are presented net of any impairment losses for the same digital assets held. In determining the gain or loss to be recognized upon sale, the Company calculates the difference between the sales price and carrying value of the digital assets sold immediately prior to sale. Impairment losses and gains or losses on sales are recognized within operating expenses in our consolidated statements of operations and comprehensive loss. There were no impairment charges during the year ended December 31, 2023. During the year ended December 31, 2022, an impairment loss of $164,111 was recognized. The following table sets forth changes in our digital assets for the year ended December 31, 2023: Balance, December 31, 2022 $ 49,761 Expenses paid using digital assets (461 ) Balance, December 31, 2023 $ 49,300 |
Stock-Based Compensation | Stock-Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award on the date of grant. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period that the estimates are revised. The Company accounts for forfeitures as they occur. |
Segment Information | Segment Information Our primary business activity is to provide gaming and entertainment services. Our chief operating decision maker, who is the Chief Executive Officer, reviews financial information presented on a consolidated basis for the purposes of making operating decisions, allocating resources, and evaluating financial performance. Accordingly, we operate our business as one operating and reporting segment. |
Advertising Costs | Advertising Costs Advertising costs are charged to operations in the year incurred and totaled $51,792 and $69,232 for the years ended December 31, 2023 and 2022, respectively, and are included in selling and marketing expenses on the accompanying statements of operations. |
Concentration Risks | Concentration Risks Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and cash equivalents, restricted cash, short-term investments, and accounts receivable. Concentrations of credit risk with respect to trade accounts receivable are generally diversified due to the large number of entities comprising the Company’s customer base and their dispersion across many different industries and geographies. 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 December 31, 2023, two customers represented 92% of the Company’s accounts receivable balance. Historically, the Company has not experienced any losses due to such concentration of credit risk. During the years ended December 31, 2023 and 2022, less than 10% of the Company’s revenues were from customers in foreign countries. During the year ended December 31, 2023, the Company’s two largest customers accounted for 26% and 20% of the Company’s consolidated revenues. During the year ended December 31, 2022, the Company’s three largest customers accounted for 17%, 16%, and 10% of the Company’s consolidated revenues. As of December 31, 2023, the Company’s two largest customers represented 66% and 26%, respectively, of the Company’s accounts receivable balance. As of December 31, 2022, the Company’s two largest customers represented 74% and 19%, respectively, of the Company’s accounts receivable balance. |
Foreign Currency Translation | 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 (United States Dollar, Euro, and Chinese Yuan). Since the acquisition of ZTech on October 31, 2023, Yuan-denominated assets and liabilities are translated into the United States Dollar using the exchange rate at the balance sheet date (0.141048 at December 31, 2023) and revenue and expense accounts are translated using the weighted average exchange rate in effect for the period (0.139466 for the two months ended December 31, 2023). Euro-denominated assets and liabilities are translated into the United States Dollar using the exchange rate at the balance sheet date (1.1036 and 1.0699 at December 31, 2023 and 2022, respectively) and revenue and expense accounts are translated using the weighted average exchange rate in effect for the period (1.0727 and 1.0536 for the years ended December 31, 2023 and 2022, respectively). The Company is in the process of winding up the Germany business and therefore no activity or translations took place in 2023. Resulting translation adjustments are made directly to accumulated other comprehensive income (loss). The Company engages in foreign currency denominated transactions with customers and suppliers, as well as between subsidiaries with different functional currencies. Realized losses of $948 and $17,641 arising from exchange rate fluctuations on transactions denominated in a currency other than the functional currency for the years ended December 31, 2023 and 2022, respectively, are recognized in other income, net in the consolidated statements of operations. |
Subsequent Events | 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 consolidated financial statements, except as disclosed. |
Reclassifications | Reclassifications Certain prior year balances have been reclassified in order to conform to current year presentation. These reclassifications had no effect on previously reported results of operations or loss per share. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13 – Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, to clarify the accounting for certain financial instruments with characteristics of liabilities and equity. The amendments in this update reduce the number of accounting models for convertible debt instruments and convertible preferred stock by removing the cash conversion model and the beneficial conversion feature model. Limiting the accounting models will result in fewer embedded conversion features being separately recognized from the host contract. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in-capital. In addition, this ASU improves disclosure requirements for convertible instruments and earnings-per-share guidance. The ASU also revises the derivative scope exception guidance to reduce form-over-substance-based accounting conclusions driven by remote contingent events. The amendments in this update are effective for our fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption will be permitted, but no earlier than for fiscal years beginning after December 15, 2020. The Company early adopted ASU 2020-06 effective January 1, 2023 which eliminates the need to assess whether a beneficial conversion feature needs to be recognized upon the issuance of new convertible instruments. The adoption of ASU 2020-06 did not have a material impact on the Company’s financial position, results of operations or cash flows. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In December 2023, the FASB issued ASU 2023-08, Intangibles – Goodwill and Other – Crypto Assets (Subtopic 350 – 06). This update requires 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 balance sheet and changes from the remeasurement of crypto assets separately from changes in the carrying amounts of other intangible assets in the consolidated statement of operations. Although early adoption is permitted, the new guidance becomes effective on January 1, 2025, and should be applied using a modified retrospective transition method with a cumulative-effect adjustment recorded to the opening balance of retained earnings as of the beginning of the year of adoption. The Company does not believe the adoption of ASU 2023-06 to have a material impact on the Company’s financial position and expects the cumulative adjustment to increase retained earnings as of January 1, 2024 as a result of adopting this guidance in 2024. |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Significant Accounting Policies (Tables) [Line Items] | |
Schedule of Estimated Useful Lives of Property and Equipment | The estimated useful lives of property and equipment are as follows: Office equipment 3 - 5 years Computer equipment 3 - 5 years Production equipment 3 - 5 years Furniture and fixtures 3 - 5 years Esports gaming truck 5 years Leasehold improvements Lesser of 10 years or remaining lease term |
Schedule of Financial Assets Measured at Fair Value | 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 December 31, 2023 Level 1 Level 2 Level 3 Total Digital assets $ 49,300 $ - $ - $ 49,300 Sponsor warrants - - 100 100 Total $ 49,300 $ - $ 100 $ 49,400 As of December 31, 2022 Level 1 Level 2 Level 3 Total Digital assets $ 49,761 $ - $ - $ 49,761 Sponsor warrants - - 100 100 Total $ 49,761 $ - $ 100 $ 49,861 |
Schedule of Roll Forward of the Company’s Level 3 Instruments | The following is a roll forward of the Company’s Level 3 instruments during the year ended December 31, 2023: Balance, January 1, 2023 $ 100 Change in fair value of sponsor warrants - Balance, December 31, 2023 $ 100 |
Schedule of Key Inputs into the Black-Scholes Model Used to Value Sponsor Warrants | The key inputs into the Black-Scholes model at the relevant measurement dates were as follows: December 31, December 31, Input 2023 2022 Risk-free rate 5.41 % 4.57 % Remaining term in years 0.61 1.61 Expected volatility 68.0 % 56.0 % Exercise price $ 11.50 $ 11.50 Fair value of common stock $ 1.06 $ 1.05 |
Schedule of Basic and Diluted Net Loss Per Common Share | The following table presents the computation of basic and diluted net loss per common share: For the Years Ended December 31, 2023 2022 Numerator: Net loss attributable to common stockholders $ (3,595,361 ) $ (10,823,885 ) Denominator: Weighted-average common shares outstanding 37,218,708 39,082,241 Less: weighted-average unvested restricted shares - (10,740 ) Denominator for basic and diluted net loss per share 37,218,708 39,071,501 Basic and Diluted Net Loss per Common Share $ (0.10 ) $ (0.28 ) |
Schedule of Weighted Average Dilutive Common Shares | The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: As of December 31, 2023 2022 Options 1,490,000 1,675,000 Warrants 20,091,549 20,091,549 Contingent consideration shares (1) 192,308 192,308 21,773,857 21,958,857 (1) Holders who elected to convert their convertible debt into common stock are entitled to receive contingent consideration shares equal to the product of (i) 3,846,153 shares, multiplied by (ii) that holder’s investment amount, divided by (iii) $100,000,000, if at any time within five years after August 9, 2019, the last exchange-reported sale price of common stock trades at or above $13.00 for thirty (30) consecutive calendar days. |
Schedule of Person Revenue | In-person revenue was comprised of the following for the years ended December 31, 2023 and 2022: For the Years Ended December 31, 2023 2022 Event revenue $ 2,294,616 $ 2,803,396 Sponsorship revenue 1,732,952 688,908 Food and beverage revenue 224,938 832,282 Ticket and gaming revenue 517,952 529,201 Merchandising revenue 185,473 97,125 Total in-person revenue $ 4,955,931 $ 4,950,912 |
Schedule of Multiplatform Revenue | Multiplatform revenue was comprised of the following for the years ended December 31, 2023 and 2022: For the Years Ended December 31, 2023 2022 NFT revenue $ - $ 250,252 Sponsorship revenue 2,000,000 1,150,000 Distribution revenue 586 1,306 Total multiplatform revenue $ 2,000,586 $ 251,558 |
Schedule of Changes in our Digital Assets | The following table sets forth changes in our digital assets for the year ended December 31, 2023: Balance, December 31, 2022 $ 49,761 Expenses paid using digital assets (461 ) Balance, December 31, 2023 $ 49,300 |
Adjustment under 606 [Member] | |
Significant Accounting Policies (Tables) [Line Items] | |
Schedule of Revenue Recognized | The following table summarizes our revenue recognized under ASC 606 in our consolidated statements of operations: For the Years Ended December 31, 2023 2022 Revenues Recognized at a Point in Time: Ticket and gaming revenue 517,952 529,201 NFT revenue - 250,252 Food and beverage revenue 224,938 832,282 Merchandising revenue 185,473 97,125 Casual mobile games 698,522 - Distribution revenue 586 1,306 Total Revenues Recognized at a Point in Time 1,627,471 1,710,166 Revenues Recognized Over a Period of Time: Event revenue 2,294,616 2,803,396 Sponsorship revenue 3,732,952 1,838,908 Total Revenues Recognized Over a Period of Time 6,027,568 4,642,304 Total Revenues $ 7,655,039 $ 6,352,470 |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combinations [Abstract] | |
Schedule of Fair Value of the Assets Acquired and the Liabilities Assumed | The following table summarizes the fair value of the assets acquired and the liabilities assumed using the exchange rate at the acquisition date of 0.13689: Cash consideration $ 7,000,000 Non-controlling interest 10,500,000 Fair value of business $ 17,500,000 Assets acquired: Cash and cash equivalents $ 568,107 Accounts receivable 301,802 Property and equipment, net 23,530 Prepaid expenses and other current assets 31,429 Operating lease right-of-use asset 261,001 Deposits, non-current portion 11,613 Goodwill 12,386,126 Intangible assets, net 5,573,599 [1] Total assets acquired 19,157,207 Liabilities assumed: Accounts payable (302,461 ) Deferred tax liability (1,096,160 ) Operating lease liability, current portion (68,638 ) Operating lease liability, non-current portion (189,948 ) Total liabilities assumed (1,657207 ) Net assets acquired $ 17,500,000 [1] Intangible assets include $154,088 of mobile games licenses and $5,419,511 of customer relationships. |
Schedule of Table Sets Forth Changes in our Goodwill from the Date of acquisition | The following table sets forth changes in our goodwill from the date of acquisition to December 31, 2023: Balance, January 1, 2023 $ - Goodwill arising from acquisition of ZTech 12,386,126 Foreign currency translation adjustment 342,930 Balance, December 31, 2023 $ 12,729,056 |
Schedule of Unaudited Pro Forma combined Results of Operations, Giving Effect to the Acquisitions | The following information represents the unaudited pro forma combined results of operations, giving effect to the acquisitions as if they occurred at the beginning of the year ended December 31, 2022. For the Year Ended December 31, 2023 For the Year Ended December 31, 2022 Pro-forma Pro-forma As reported (c) Adjustments (a) Pro-forma As reported Adjustments (b) Pro-forma Revenues $ 7,655,039 $ 16,321,426 $ 23,976,465 $ 6,352,470 $ 10,577,179 $ 16,929,649 Net income (loss) $ (3,595,361 ) $ 310,712 $ (3,284,649 ) $ (10,823,885 ) $ 102,504 $ (10,721,381 ) Basic and diluted loss per common share $ (0.10 ) $ (0.09 ) $ (0.28 ) $ (0.27 ) Weighted-average common shares outstanding 37,218,708 37,218,708 39,071,501 39,071,501 (a) For the period from January 1 through October 31, 2023 (business combination date). (b) For the period from March 31 (date of incorporation) through December 31, 2022. (c) Includes $698,522 of revenue and $266,501 of net loss from ZTech for the period from November 1 through December 31, 2023. |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment, Net [Abstract] | |
Schedule of Property and Equipment | Property and equipment consist of the following: As of December 31, 2023 2022 Office equipment $ 46,351 $ 793,395 Computer equipment 1,267,340 563,042 Esports gaming truck 1,225,945 1,222,406 Furniture and fixtures 680,795 680,795 Production equipment 8,136,009 7,948,555 Leasehold improvements 4,711,996 4,578,081 16,068,436 15,786,274 Less: accumulated depreciation and amortization (12,234,243 ) (11,780,652 ) Property and equipment, net $ 3,834,193 $ 4,005,622 |
Intangible Assets, net (Tables)
Intangible Assets, net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Intangible Assets, net [Abstract] | |
Schedule of Intangible Assets, net | Intangible assets consist of the following: Trademarks Software Software Mobile Games Licenses Customer Relationships Total Intangibles Accumulated Amortization Total Balance as of January 1, 2023 $ 37,165 $ - $ - $ - $ - $ 37,165 $ (14,330 ) $ 22,836 Purchases of intangibles 3,980 565,000 149,850 154,088 5,419,511 6,292,427 (229,828 ) 6,062,599 Foreign currency translation adjustment - - - 4,680 164,616 169,296 - 169,296 Balance as of December 31, 2023 $ 41,145 $ 565,000 $ 149,850 $ 158,768 $ 5,584,127 $ 6,498,888 $ (244,158 ) $ 6,254,731 Weighted average remaining amortization period at December 31, 2023 (in years) 9.5 |
Schedule of Estimated Future Amortization Expense | Estimated future amortization expense (which includes amortization of software development costs expected to be placed in service on July 1, 2024) is as follows: Years Ended December 31, Amount 2024 $ 651,715 2025 747,056 2026 747,056 2027 747,056 2028 644,918 Thereafter 2,716,930 $ 6,254,731 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Expenses and Other Current Liabilities [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following: As of December 31, 2023 2022 Compensation expense $ 655,458 $ 1,546,805 Event costs 5,534 8,411 Legal and professional fees 32,150 43,676 Warrant liabilities 100 100 Other accrued expenses 70,270 46,387 Accrued expenses and other current liabilities $ 763,512 $ 1,645,379 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of U.S. and Foreign Components of Loss Before Income Taxes from Continuing Operations | The U.S. and foreign components of loss before income taxes were as follows: For the Years Ended December 31, 2023 2022 United States $ (3,543,090 ) $ (10,233,357 ) Foreign (52,271 ) (590,528 ) Loss before income taxes $ (3,595,361 ) $ (10,823,885 ) |
Schedule of Income Tax Provision (Benefit) from Continuing Operations | The income tax provision (benefit) for the years ended December 31, 2023 and 2022 consists of the following: For the Years Ended December 31, 2023 2022 Federal Current $ - $ - Deferred (1,302,543 ) (1,911,425 ) State and local: Current - - Deferred 2,621,361 (182,041 ) Foreign Current - - Deferred 716,439 (79,577 ) 2,035,257 (2,173,043 ) Change in valuation allowance (2,035,257 ) 2,173,043 Income tax provision (benefit) $ - $ - |
Schedule of Reconciliation of the Expected Tax Expense (Benefit) Based on U.S. Federal Statutory Rates | The reconciliation of the expected tax expense (benefit) based on the U.S. federal statutory rates for 2023 and 2022, respectively, with the actual expense is as follows: For the Years Ended December 31, 2023 2022 U.S. Federal statutory rate 21.0 % 21.0 % State taxes, net of federal benefit 0.0 % 5.6 % Permanent differences (0.2 )% (0.4 )% Untaxed foreign jurisdictions 0.0 % 0.0 % Lower taxed foreign jurisdictions (0.7 )% (0.7 )% Change in deferred taxes (76.2 )% (4.4 )% Rate change impact 0.0 % 0.0 % Change in valauation allowance 56.6 % (20.1 )% Other (0.5 )% (1.0 )% Total 0.0 % 0.0 % |
Schedule of Tax Effects of Temporary Differences that Give Rise to Deferred Tax Assets | The tax effects of temporary differences that give rise to deferred tax assets are presented below: As of December 31, 2023 2022 Deferred Tax Assets: Net operating loss carryforwards $ 16,060,226 $ 15,989,995 Investment 2,690,777 5,506,829 Stock-based compensation 712,956 862,216 Capitalized start-up costs - 125,727 Property and equipment 1,662,594 - Accruals and other 567,119 1,583,759 Gross deferred tax assets 21,693,672 24,068,526 Valuation Allowance (21,396,432 ) (23,431,688 ) Deferred tax assets, net of valuation allowance 297,240 636,838 Deferred Tax Liabilities: Property and equipment - (636,838 ) Other DTL (1,393,400 ) - Deferred Tax Liabilities (1,393,400 ) (636,838 ) Deferred tax assets (liabilities), net $ (1,096,160 ) $ - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
Schedule of Right-of-Use Assets and Liabilities | A summary of the Company’s right-of-use assets and liabilities is as follows: For the Years Ended December 31, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used in operating activities $ 1,267,143 $ 1,083,178 Right-of-use assets obtained in exchange for lease obligations Operating leases $ 289,886 $ - Weighted Average Remaining Lease Term (Years) Operating leases 4.35 5.42 Weighted Average Discount Rate Operating leases 5.00% - 5.75 % 5.00 % |
Schedule of Operating Lease Liabilities | A summary of the Company’s remaining operating lease liabilities is as follows: For the Year Ending December 31, Amount 2024 $ 1,850,489 2025 1,853,285 2026 1,829,825 2027 1,731,157 Thereafter 712,500 Total lease payments 7,977,256 Less: amount representing imputed interest (934,028 ) Present value of lease liability 7,043,228 Less: current portion (1,482,977 ) Lease liability, non-current portion $ 5,560,251 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity [Abstract] | |
Schedule of Option Activity | A summary of the option activity during the year ended December 31, 2023 is presented below: Weighted Weighted Average Average Number of Exercise Remaining Intrinsic Options Price Term (Yrs) Value Outstanding, January 1, 2023 1,675,000 $ 3.66 Granted - - Exercised - - Expired (115,000 ) 4.50 Forfeited (70,000 ) 4.54 Outstanding, December 31, 2023 1,490,000 $ 3.55 5.58 $ - Exercisable, December 31, 2023 1,240,000 $ 3.81 5.22 $ - |
Schedule of Warrants Outstanding and Exercisable | Options outstanding and exercisable as of December 31, 2023 are as follows: Options Outstanding Options Exercisable Weighted Outstanding Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $ 2.11 40,000 6.50 30,000 $ 2.17 120,000 6.60 90,000 $ 2.21 350,000 5.95 200,000 $ 2.48 120,000 7.35 60,000 $ 4.09 630,000 4.34 630,000 $ 5.66 230,000 5.72 230,000 1,490,000 5.22 1,240,000 |
Schedule of Warrants Outstanding and Exercisable | A summary of warrants outstanding and exercisable as of December 31, 2023 is presented below: Warrants Outstanding Warrants Exercisable Exercise Price Exercisable Into Outstanding Weighted Exercisable $ 11.50 Common Stock 18,637,003 0.6 18,637,003 $ 4.13 Common Stock 1,454,546 1.4 1,454,546 20,091,549 20,091,549 |
Background and Basis of Prese_2
Background and Basis of Presentation (Details) | Dec. 31, 2023 |
Beijing Lianzhong Zhihe Technology Co. [Member] | |
Background and Basis of Presentation (Details) [Line Items] | |
Subsidiary owned rate | 40% |
Skyline Music Entertainment Limited [Member] | |
Background and Basis of Presentation (Details) [Line Items] | |
Interest | 51% |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) | 2 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Significant Accounting Policies (Textual) | |||
Cash equivalents deposit | $ 3,000,000 | $ 3,000,000 | $ 10,000,000 |
Accrued interest on cash equivalents | 33,271 | 33,271 | 80,137 |
Restricted cash | 5,000,000 | 5,000,000 | 5,000,000 |
Accrued interest on short-term investments | $ 758,952 | $ 758,952 | 597,260 |
Finite-Lived Intangible Asset, Useful Life | 10 years | 10 years | |
Impairment of digital assets | 164,411 | ||
Impairment of property and equipment | 67,500 | ||
Sponsor warrants | (3,100) | ||
Ultimate settlement rate | 50% | 50% | |
Convertible share (in Shares) | 3,846,153 | 3,846,153 | |
Investment amount | $ 100,000,000 | $ 100,000,000 | |
Investment term | 5 years | 5 years | |
Sale price of common stock (in Dollars per share) | $ 13 | $ 13 | |
Royalty percentage | 10% | ||
Revenue | $ 698,522 | $ 7,655,039 | 6,352,470 |
Contract liabilities | 103,748 | 103,748 | 108,428 |
Performance obligations realized | 94,682 | 94,682 | |
Remaining performance obligations | 13,746 | 13,746 | |
Unrealized performance obligations | $ 90,002 | $ 90,002 | |
Impairment loss | 164,111 | ||
Number of operating segment. | 1 | ||
Advertising cost | $ 51,792 | $ 69,232 | |
Percentage of accounts receivable | 92% | ||
Percentage of customers in foreign countries | 10% | 10% | |
Exchange Rate of Euro | 1.1036 | 1.0699 | |
Weighted average exchange of Euro | 1.0727 | 1.0536 | |
Exchange rate fluctuations | $ 948 | $ 17,641 | |
Minimum [Member] | |||
Significant Accounting Policies (Textual) | |||
Finite-Lived Intangible Asset, Useful Life | 5 years | 5 years | |
Amortized over a useful life | 5 years | 5 years | |
Maximum [Member] | |||
Significant Accounting Policies (Textual) | |||
Finite-Lived Intangible Asset, Useful Life | 10 years | 10 years | |
Amortized over a useful life | 10 years | 10 years | |
Sponsor [Member] | |||
Significant Accounting Policies (Textual) | |||
Sponsor warrants | $ 100 | ||
Customer One [Member] | |||
Significant Accounting Policies (Textual) | |||
Percentage of accounts receivable | 66% | 74% | |
Percentage of consolidate revenues | 26% | 17% | |
Customer Two [Member] | |||
Significant Accounting Policies (Textual) | |||
Percentage of accounts receivable | 26% | 19% | |
Percentage of consolidate revenues | 20% | 16% | |
Customer Three [Member] | |||
Significant Accounting Policies (Textual) | |||
Percentage of consolidate revenues | 10% | ||
AEE [Member] | |||
Significant Accounting Policies (Textual) | |||
Owns percentage | 51% | 51% | |
Z-Tech [Member] | |||
Significant Accounting Policies (Textual) | |||
Revenue | $ 698,522 | $ 0 | |
Exchange rate | 0.141048 | 0.141048 | |
weighted average exchange | 0.139466 | 0.139466 | |
Variable Interest Entities and Voting Interest Entities [Member] | Board of directors [Member] | |||
Significant Accounting Policies (Textual) | |||
Percentage of voting shares | 100% | 100% |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of Estimated Useful Lives of Property and Equipment | Dec. 31, 2023 |
Office equipment [Member] | Minimum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Office equipment [Member] | Maximum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Computer equipment [Member] | Minimum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Computer equipment [Member] | Maximum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Production equipment [Member] | Minimum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Production equipment [Member] | Maximum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Furniture and fixtures [Member] | Minimum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Furniture and fixtures [Member] | Maximum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Esports gaming truck [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Leasehold improvements [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives | Lesser of 10 years or remaining lease term |
Significant Accounting Polici_5
Significant Accounting Policies (Details) - Schedule of Financial Assets Measured at Fair Value - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Significant Accounting Policies (Details) - Schedule of Financial Assets Measured at Fair Value [Line Items] | ||
Digital assets | $ 49,300 | $ 49,761 |
Sponsor warrants | 100 | 100 |
Total | 49,400 | 49,861 |
Level 1 [Member] | ||
Significant Accounting Policies (Details) - Schedule of Financial Assets Measured at Fair Value [Line Items] | ||
Digital assets | 49,300 | 49,761 |
Sponsor warrants | ||
Total | 49,300 | 49,761 |
Level 2 [Member] | ||
Significant Accounting Policies (Details) - Schedule of Financial Assets Measured at Fair Value [Line Items] | ||
Digital assets | ||
Sponsor warrants | ||
Total | ||
Level 3 [Member] | ||
Significant Accounting Policies (Details) - Schedule of Financial Assets Measured at Fair Value [Line Items] | ||
Digital assets | ||
Sponsor warrants | 100 | 100 |
Total | $ 100 | $ 100 |
Significant Accounting Polici_6
Significant Accounting Policies (Details) - Schedule of Roll Forward of the Company’s Level 3 Instruments - Level 3 [Member] | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Significant Accounting Policies (Details) - Schedule of Roll Forward of the Company’s Level 3 Instruments [Line Items] | |
Balance beginning | $ 100 |
Change in fair value of sponsor warrants | |
Balance ending | $ 100 |
Significant Accounting Polici_7
Significant Accounting Policies (Details) - Schedule of Key Inputs into the Black-Scholes Model Used to Value Sponsor Warrants - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Key Inputs into the Black Scholes Model Used to Value Sponsor Warrants [Abstract] | ||
Risk-free rate | 5.41% | 4.57% |
Remaining term in years | 7 months 9 days | 1 year 7 months 9 days |
Expected volatility | 68% | 56% |
Exercise price | $ 11.5 | $ 11.5 |
Fair value of common stock | $ 1.06 | $ 1.05 |
Significant Accounting Polici_8
Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Loss Per Common Share - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Numerator: | ||
Net loss attributable to common stockholders (in Dollars) | $ (3,595,361) | $ (10,823,885) |
Denominator: | ||
Weighted-average common shares outstanding | 37,218,708 | 39,082,241 |
Less: weighted-average unvested restricted shares | (10,740) | |
Denominator for basic and diluted net loss per share | 37,218,708 | 39,071,501 |
Basic Net Loss per Common Share (in Dollars per share) | $ (0.1) | $ (0.28) |
Significant Accounting Polici_9
Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Loss Per Common Share (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Basic and Diluted Net Loss Per Common Share [Abstract] | ||
Diluted Net Loss per Common Share | $ (0.1) | $ (0.28) |
Significant Accounting Polic_10
Significant Accounting Policies (Details) - Schedule of Weighted Average Dilutive Common Shares - shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Securities are excluded from calculation of weighted average dilutive common shares | 21,773,857 | 21,958,857 | |
Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Securities are excluded from calculation of weighted average dilutive common shares | 1,490,000 | 1,675,000 | |
Warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Securities are excluded from calculation of weighted average dilutive common shares | 20,091,549 | 20,091,549 | |
Contingent consideration shares [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Securities are excluded from calculation of weighted average dilutive common shares | [1] | 192,308 | 192,308 |
[1] Holders who elected to convert their convertible debt into common stock are entitled to receive contingent consideration shares equal to the product of (i) 3,846,153 shares, multiplied by (ii) that holder’s investment amount, divided by (iii) $100,000,000, if at any time within five years after August 9, 2019, the last exchange-reported sale price of common stock trades at or above $13.00 for thirty (30) consecutive calendar days. |
Significant Accounting Polic_11
Significant Accounting Policies (Details) - Schedule of Person Revenue - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue, Major Customer [Line Items] | ||
Total in-person revenue | $ 4,955,931 | $ 4,950,912 |
Event Revenue [Member] | ||
Revenue, Major Customer [Line Items] | ||
Total in-person revenue | 2,294,616 | 2,803,396 |
Sponsorship revenue [Member] | ||
Revenue, Major Customer [Line Items] | ||
Total in-person revenue | 1,732,952 | 688,908 |
Food and beverage revenue [Member] | ||
Revenue, Major Customer [Line Items] | ||
Total in-person revenue | 224,938 | 832,282 |
Ticket and gaming revenue [Member] | ||
Revenue, Major Customer [Line Items] | ||
Total in-person revenue | 517,952 | 529,201 |
Merchandising revenue [Member] | ||
Revenue, Major Customer [Line Items] | ||
Total in-person revenue | $ 185,473 | $ 97,125 |
Significant Accounting Polic_12
Significant Accounting Policies (Details) - Schedule of Multiplatform Revenue - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Total multiplatform revenue | $ 2,000,586 | $ 251,558 |
NFT revenue [Member] | ||
Segment Reporting Information [Line Items] | ||
Total multiplatform revenue | 250,252 | |
Sponsorship revenue [Member] | ||
Segment Reporting Information [Line Items] | ||
Total multiplatform revenue | 2,000,000 | 1,150,000 |
Distribution revenue [Member] | ||
Segment Reporting Information [Line Items] | ||
Total multiplatform revenue | $ 586 | $ 1,306 |
Significant Accounting Polic_13
Significant Accounting Policies (Details) - Schedule of Revenue Recognized - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenues Recognized at a Point in Time: | ||
Total Revenues | $ 7,655,039 | $ 6,352,470 |
Ticket and gaming revenue [Member] | Point in Time [Member] | ||
Revenues Recognized at a Point in Time: | ||
Total Revenues | 517,952 | 529,201 |
NFT revenue [Member] | Point in Time [Member] | ||
Revenues Recognized at a Point in Time: | ||
Total Revenues | 250,252 | |
Food and beverage revenue [Member] | Point in Time [Member] | ||
Revenues Recognized at a Point in Time: | ||
Total Revenues | 224,938 | 832,282 |
Merchandising revenue [Member] | Point in Time [Member] | ||
Revenues Recognized at a Point in Time: | ||
Total Revenues | 185,473 | 97,125 |
Casual Mobile Games [Member] | Point in Time [Member] | ||
Revenues Recognized at a Point in Time: | ||
Total Revenues | 698,522 | |
Distribution revenue [Member] | Point in Time [Member] | ||
Revenues Recognized at a Point in Time: | ||
Total Revenues | 586 | 1,306 |
Total Revenues Recognized at a Point in Time [Member] | Point in Time [Member] | ||
Revenues Recognized at a Point in Time: | ||
Total Revenues | 1,627,471 | 1,710,166 |
Event revenue [Member] | Over a Period of Time [Member] | ||
Revenues Recognized at a Point in Time: | ||
Total Revenues | 2,294,616 | 2,803,396 |
Sponsorship revenue [Member] | Over a Period of Time [Member] | ||
Revenues Recognized at a Point in Time: | ||
Total Revenues | 3,732,952 | 1,838,908 |
Total Revenues Recognized Over a Period of Time [Member] | Over a Period of Time [Member] | ||
Revenues Recognized at a Point in Time: | ||
Total Revenues | $ 6,027,568 | $ 4,642,304 |
Significant Accounting Polic_14
Significant Accounting Policies (Details) - Schedule of Changes in our Digital Assets | Dec. 31, 2023 USD ($) |
Schedule of Changes in Our Digital Assets [Abstract] | |
Balance | $ 49,761 |
Expenses paid using digital assets | (461) |
Balance | $ 49,300 |
Business Combination (Details)
Business Combination (Details) - USD ($) | 2 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Oct. 31, 2023 | |
Business Combination [Line Items] | ||||
Goodwill | $ 12,729,056 | $ 12,729,056 | ||
Estimated useful life | 10 years | 10 years | ||
Revenue | $ 698,522 | $ 7,655,039 | 6,352,470 | |
Net Loss | $ 266,501 | $ (3,595,361) | (10,823,885) | |
Minimum [Member] | ||||
Business Combination [Line Items] | ||||
Estimated useful life | 5 years | 5 years | ||
Maximum [Member] | ||||
Business Combination [Line Items] | ||||
Estimated useful life | 10 years | 10 years | ||
Z-Tech [Member] | ||||
Business Combination [Line Items] | ||||
Revenue | $ 698,522 | $ 0 | ||
Business Combination [Member] | ||||
Business Combination [Line Items] | ||||
Acquisition equity interest rate | 32% | |||
Mobile games licenses cost | 154,088 | |||
Customer relationships cost | 5,419,511 | |||
Goodwill | $ 12,386,126 | $ 12,386,126 | ||
Business Combination [Member] | Z-Tech [Member] | ||||
Business Combination [Line Items] | ||||
Acquisition equity interest rate | 40% | |||
Business combination asset acquired | $ 7,000,000 |
Business Combination (Details)
Business Combination (Details) - Schedule of Fair Value of the Assets Acquired and the Liabilities Assumed - Business Combination [Member] | 12 Months Ended | |
Dec. 31, 2023 USD ($) | ||
Business Combination (Details) - Schedule of Fair Value of the Assets Acquired and the Liabilities Assumed [Line Items] | ||
Cash consideration | $ 7,000,000 | |
Non-controlling interest | 10,500,000 | |
Fair value of business | 17,500,000 | |
Assets acquired: | ||
Cash and cash equivalents | 568,107 | |
Accounts receivable | 301,802 | |
Property and equipment, net | 23,530 | |
Prepaid expenses and other current assets | 31,429 | |
Operating lease right-of-use asset | 261,001 | |
Deposits, non-current portion | 11,613 | |
Goodwill | 12,386,126 | |
Intangible assets, net | 5,573,599 | [1] |
Total assets acquired | 19,157,207 | |
Liabilities assumed: | ||
Accounts payable | (302,461) | |
Deferred tax liability | (1,096,160) | |
Operating lease liability, current portion | (68,638) | |
Operating lease liability, non-current portion | (189,948) | |
Total liabilities assumed | (1,657,207) | |
Net assets acquired | $ 17,500,000 | |
[1] Intangible assets include $154,088 of mobile games licenses and $5,419,511 of customer relationships. |
Business Combination (Details_2
Business Combination (Details) - Schedule of Table Sets Forth Changes in our Goodwill from the Date of Acquisition | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Schedule of Table Sets Forth Changes in our Goodwill from the Date of Acquisition [Abstract] | |
Balance, January 1, 2023 | |
Goodwill arising from acquisition of ZTech | 12,386,126 |
Foreign currency translation adjustment | 342,930 |
Balance, December 31, 2023 | $ 12,729,056 |
Business Combination (Details_3
Business Combination (Details) - Schedule of Unaudited Pro Forma combined Results of Operations, Giving Effect to the Acquisitions - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | |||
As reported [Member] | ||||
Business Combination (Details) - Schedule of Unaudited Pro Forma combined Results of Operations, Giving Effect to the Acquisitions [Line Items] | ||||
Revenues | $ 7,655,039 | [1] | $ 6,352,470 | |
Net income (loss) | $ (3,595,361) | [1] | $ (10,823,885) | |
Basic and diluted loss per common share (in Dollars per share) | $ (0.1) | [1] | $ (0.28) | |
Weighted-average common shares outstanding (in Shares) | 37,218,708 | [1] | 39,071,501 | |
Pro-forma Adjustments [Member] | ||||
Business Combination (Details) - Schedule of Unaudited Pro Forma combined Results of Operations, Giving Effect to the Acquisitions [Line Items] | ||||
Revenues | $ 16,321,426 | [2] | $ 10,577,179 | [3] |
Net income (loss) | 310,712 | [2] | 102,504 | [3] |
Pro-forma [Member] | ||||
Business Combination (Details) - Schedule of Unaudited Pro Forma combined Results of Operations, Giving Effect to the Acquisitions [Line Items] | ||||
Revenues | 23,976,465 | 16,929,649 | ||
Net income (loss) | $ (3,284,649) | $ (10,721,381) | ||
Basic and diluted loss per common share (in Dollars per share) | $ (0.09) | $ (0.27) | ||
Weighted-average common shares outstanding (in Shares) | 37,218,708 | 39,071,501 | ||
[1] Includes $698,522 of revenue and $266,501 of net loss from ZTech for the period from November 1 through December 31, 2023. |
Business Combination (Details_4
Business Combination (Details) - Schedule of Unaudited Pro Forma combined Results of Operations, Giving Effect to the Acquisitions (Parentheticals) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
As reported [Member] | |||
Business Combination (Details) - Schedule of Unaudited Pro Forma combined Results of Operations, Giving Effect to the Acquisitions (Parentheticals) [Line Items] | |||
Diluted loss per common share | $ (0.10) | [1] | $ (0.28) |
Pro-forma [Member] | |||
Business Combination (Details) - Schedule of Unaudited Pro Forma combined Results of Operations, Giving Effect to the Acquisitions (Parentheticals) [Line Items] | |||
Diluted loss per common share | $ (0.09) | $ (0.27) | |
[1] Includes $698,522 of revenue and $266,501 of net loss from ZTech for the period from November 1 through December 31, 2023. |
Investments (Details)
Investments (Details) | Dec. 31, 2023 USD ($) |
Investments (Details) [Line Items] | |
Investment | $ 0 |
Esports Arena, LLC [Member] | |
Investments (Details) [Line Items] | |
Subsidiary owned rate | 25% |
Deposits (Details)
Deposits (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Nov. 28, 2023 | Dec. 31, 2022 | |
Deposits (Details) [Line Items] | |||
Advance payment | $ 3,700,000 | ||
Security deposits for operating leases | $ 392,668 | $ 379,105 | |
Allied Esports Entertainment Inc [Member] | |||
Deposits (Details) [Line Items] | |||
Ownership interest | 51% | 51% | |
Ownership contributed | $ 6,000,000 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property and Equipment, Net [Abstract] | ||
Disposal recognized of office and production equipment | $ 8,388 | |
Depreciation and amortization expense | 1,270,149 | $ 2,061,357 |
Impairment expense | $ 67,500 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - Schedule of Property and Equipment - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total Property and equipment | $ 16,068,436 | $ 15,786,274 |
Less: accumulated depreciation and amortization | (12,234,243) | (11,780,652) |
Property and equipment, net | 3,834,193 | 4,005,622 |
Office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total Property and equipment | 46,351 | 793,395 |
Computer equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total Property and equipment | 1,267,340 | 563,042 |
Esports gaming truck [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total Property and equipment | 1,225,945 | 1,222,406 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total Property and equipment | 680,795 | 680,795 |
Production equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total Property and equipment | 8,136,009 | 7,948,555 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total Property and equipment | $ 4,711,996 | $ 4,578,081 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | Sep. 24, 2023 | Dec. 31, 2023 |
Related Party Transactions (Details) [Line Items] | ||
Repayments of Related Party Debt (in Dollars) | $ 3.5 | |
Skyline [Memvber] | ||
Related Party Transactions (Details) [Line Items] | ||
Percentage of ownership | 19% | |
Ourgame [Member] | ||
Related Party Transactions (Details) [Line Items] | ||
Percentage of ownership | 20% | |
Z-Tech [Member] | ||
Related Party Transactions (Details) [Line Items] | ||
Equity interest | 40% | |
Beijing Lianzhong Co., Ltd [Member] | ||
Related Party Transactions (Details) [Line Items] | ||
Deposits (in Dollars) | $ 3.7 |
Intangible Assets, net (Details
Intangible Assets, net (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Intangible Assets, net [Line Items] | ||
Amortized over a useful life | 10 years | |
Amortization expense (in Dollars) | $ 229,828 | $ 3,991 |
Minimum [Member] | ||
Intangible Assets, net [Line Items] | ||
Amortized over a useful life | 5 years | |
Maximum [Member] | ||
Intangible Assets, net [Line Items] | ||
Amortized over a useful life | 10 years | |
Computer Software, Intangible Asset [Member] | ||
Intangible Assets, net [Line Items] | ||
Amortized over a useful life | 5 years |
Intangible Assets, net (Detai_2
Intangible Assets, net (Details) - Schedule of Intangible Assets, net | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Intangible Assets, net (Details) - Schedule of Intangible Assets, net [Line Items] | |
Total Beginning balance | $ 22,836 |
Total Purchases of intangibles | 6,062,599 |
Total Foreign currency translation adjustment | 169,296 |
Total Ending balance | 6,254,731 |
Trademarks [Member] | |
Intangible Assets, net (Details) - Schedule of Intangible Assets, net [Line Items] | |
Trademarks Beginning balance | 37,165 |
Trademarks Purchases of intangibles | 3,980 |
Trademarks Foreign currency translation adjustment | |
Trademarks Ending balance | $ 41,145 |
Trademarks Weighted average remaining amortization period at December 31, 2023 (in years) | 9 years 6 months |
Software Licenses [Member] | |
Intangible Assets, net (Details) - Schedule of Intangible Assets, net [Line Items] | |
Software Licenses Beginning balance | |
Software Licenses Purchases of intangibles | 565,000 |
Software Licenses Foreign currency translation adjustment | |
Software Licenses Ending balance | 565,000 |
Software Development Costs [Member] | |
Intangible Assets, net (Details) - Schedule of Intangible Assets, net [Line Items] | |
Software Development Costs Beginning balance | |
Software Development Costs Purchases of intangibles | 149,850 |
Software Development Costs Foreign currency translation adjustment | |
Software Development Costs Ending balance | 149,850 |
Mobile Games Licenses [Member] | |
Intangible Assets, net (Details) - Schedule of Intangible Assets, net [Line Items] | |
Mobile Games Licenses Beginning balance | |
Mobile Games Licenses Purchases of intangibles | 154,088 |
Mobile Games Licenses Foreign currency translation adjustment | 4,680 |
Mobile Games Licenses Ending balance | 158,768 |
Customer Relationships [Member] | |
Intangible Assets, net (Details) - Schedule of Intangible Assets, net [Line Items] | |
Customer Relationships Beginning balance | |
Customer Relationships Purchases of intangibles | 5,419,511 |
Customer Relationships Foreign currency translation adjustment | 164,616 |
Customer Relationships Ending balance | 5,584,127 |
Total Intangibles [Member] | |
Intangible Assets, net (Details) - Schedule of Intangible Assets, net [Line Items] | |
Total Intangibles Beginning balance | 37,165 |
Total Intangibles Purchases of intangibles | 6,292,427 |
Total Intangibles Foreign currency translation adjustment | 169,296 |
Total Intangibles Ending balance | 6,498,888 |
Accumulated Amortization [Member] | |
Intangible Assets, net (Details) - Schedule of Intangible Assets, net [Line Items] | |
Accumulated Amortization Beginning balance | (14,330) |
Accumulated Amortization Purchases of intangibles | (229,828) |
Accumulated Amortization Foreign currency translation adjustment | |
Accumulated Amortization Ending balance | $ (244,158) |
Intangible Assets, net (Detai_3
Intangible Assets, net (Details) - Schedule of Estimated Future Amortization Expense | Dec. 31, 2023 USD ($) |
Schedule of Estimated Future Amortization Expense [Abstract] | |
2024 | $ 651,715 |
2025 | 747,056 |
2026 | 747,056 |
2027 | 747,056 |
2028 | 644,918 |
Thereafter | 2,716,930 |
Total | $ 6,254,731 |
Loans Payable (Details)
Loans Payable (Details) ¥ in Billions | Dec. 31, 2023 USD ($) | Dec. 13, 2023 USD ($) | Dec. 13, 2023 JPY (¥) |
Loans Payable [Line Items] | |||
Borrowing amount | ¥ | ¥ 1.3 | ||
Credit facility | $ 10,000,000 | ||
Investment | $ 0 | ||
Morgan Stanley Bank Asia Limited [Member] | |||
Loans Payable [Line Items] | |||
Borrowing amount | 9,200,000 | ||
Investment | $ 40,000,000 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - Schedule of Accrued Expenses and Other Current Liabilities - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Accrued Expenses and Other Current Liabilities [Abstract] | ||
Compensation expense | $ 655,458 | $ 1,546,805 |
Event costs | 5,534 | 8,411 |
Legal and professional fees | 32,150 | 43,676 |
Warrant liabilities | 100 | 100 |
Other accrued expenses | 70,270 | 46,387 |
Accrued expenses and other current liabilities | $ 763,512 | $ 1,645,379 |
Income Taxes (Details)
Income Taxes (Details) | 12 Months Ended | |
Dec. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Income Taxes (Details) [Line Items] | ||
Federal net operating loss | $ 75,061,833 | $ 75,061,833 |
State net operating loss | 24,376,723 | 24,376,723 |
Foreign net operating loss | $ 1,188,961 | $ 1,188,961 |
Ownership change percentage | 50% | |
Limited to taxable income percentage | 80% | |
Description of likelihood of settlement | If a position meets the more-likely-than-not level of certainty, it is recognized in the consolidated financial statements at the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. | |
U S Internal Revenue [Member] | ||
Income Taxes (Details) [Line Items] | ||
Percentage of ownership | 50% | 50% |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of U.S. and Foreign Components of Loss Before Income Taxes from Continuing Operations - USD ($) | 2 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of U.S. and Foreign Components of Loss Before Income Taxes from Continuing Operations [Abstract] | |||
United States | $ (3,543,090) | $ (10,233,357) | |
Foreign | (52,271) | (590,528) | |
Loss before income taxes | $ 266,501 | $ (3,595,361) | $ (10,823,885) |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of Income Tax Provision (Benefit) from Continuing Operations - Income Taxes [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Federal | ||
Current | ||
Deferred | (1,911,425) | (1,302,543) |
State and local: | ||
Current | ||
Deferred | (182,041) | 2,621,361 |
Foreign | ||
Current | ||
Deferred | (79,577) | 716,439 |
Income Tax Expense Benefit Gross | (2,173,043) | 2,035,257 |
Change in valuation allowance | 2,173,043 | (2,035,257) |
Income tax provision (benefit) |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of Reconciliation of the Expected Tax Expense (Benefit) Based on U.S. Federal Statutory Rates | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Reconciliation of the Expected Tax Expense (Benefit) Based on U.S. Federal Statutory Rates [Abstract] | ||
U.S. Federal statutory rate | 21% | 21% |
State taxes, net of federal benefit | 0% | 5.60% |
Permanent differences | (0.20%) | (0.40%) |
Untaxed foreign jurisdictions | 0% | 0% |
Lower taxed foreign jurisdictions | (0.70%) | (0.70%) |
Change in deferred taxes | (76.20%) | (4.40%) |
Rate change impact | 0% | 0% |
Change in valauation allowance | 56.60% | (20.10%) |
Other | (0.50%) | (1.00%) |
Total | 0% | 0% |
Income Taxes (Details) - Sche_4
Income Taxes (Details) - Schedule of Tax Effects of Temporary Differences that Give Rise to Deferred Tax Assets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Tax Assets: | ||
Net operating loss carryforwards | $ 16,060,226 | $ 15,989,995 |
Investment | 2,690,777 | 5,506,829 |
Stock-based compensation | 712,956 | 862,216 |
Capitalized start-up costs | 125,727 | |
Property and equipment | 1,662,594 | |
Accruals and other | 567,119 | 1,583,759 |
Gross deferred tax assets | 21,693,672 | 24,068,526 |
Valuation Allowance | (21,396,432) | (23,431,688) |
Deferred tax assets, net of valuation allowance | 297,240 | 636,838 |
Deferred Tax Liabilities: | ||
Property and equipment | (636,838) | |
Other DTL | (1,393,400) | |
Deferred Tax Liabilities | (1,393,400) | (636,838) |
Deferred tax assets (liabilities), net | $ (1,096,160) |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | 12 Months Ended | ||||||||||||
Aug. 01, 2023 USD ($) | Mar. 31, 2023 USD ($) | Oct. 31, 2022 USD ($) | Aug. 16, 2022 $ / shares shares | Feb. 18, 2022 USD ($) shares | Jul. 13, 2021 USD ($) shares | Jan. 14, 2020 USD ($) shares | Dec. 31, 2023 USD ($) ft² shares | Dec. 31, 2023 CNY (¥) | Dec. 31, 2023 EUR (€) | Dec. 31, 2022 USD ($) | Jul. 31, 2026 | Jul. 17, 2023 ft² | |
Loss Contingencies [Line Items] | |||||||||||||
Minimum monthly lease payments | $ 125,000 | ||||||||||||
Additional monthly lease payments. | $ 137,500 | ||||||||||||
Real estate taxes (in Square Feet) | ft² | 2 | ||||||||||||
Common area maintenance costs (in Square Feet) | ft² | 5 | ||||||||||||
Monthly real estate tax charges | $ 5,000 | ||||||||||||
Area of Land (in Square Feet) | ft² | 5,067 | ||||||||||||
Rent expense | $ 4,280 | € 4,000 | |||||||||||
Expire date | Jul. 31, 2023 | Jul. 31, 2023 | Jul. 31, 2023 | ||||||||||
Aggregate lease expense | $ 1,669,554 | $ 1,722,801 | |||||||||||
Within in-person costs | 1,334,805 | 1,283,976 | |||||||||||
General and administrative expenses | 334,749 | 438,825 | |||||||||||
Shares issued (in Shares) | shares | 758,725 | ||||||||||||
Restricted cash | $ 5,000,000 | 5,000,000 | |||||||||||
Aggregate amount | $ 199,800 | ||||||||||||
Equal payments | 49,950 | ||||||||||||
Aggregate payments | $ 149,850 | ||||||||||||
Payment | $ 500,000 | ||||||||||||
Fees received | $ 200,000 | ||||||||||||
Restricted common stock (in Shares) | shares | 80,000 | ||||||||||||
Stock options to purchase (in Shares) | shares | 200,000 | 1,240,000 | |||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 2.21 | ||||||||||||
Severance payable | $ 750,000 | ||||||||||||
Unvested stock options (in Shares) | shares | 200,000 | ||||||||||||
Restricted stock (in Shares) | shares | 80,000 | ||||||||||||
Stock-based compensation expense | $ 258,979 | 32,909 | |||||||||||
Accelerated vesting | $ 25,000 | ||||||||||||
Cash fee | $ 20,000 | $ 16,320,583 | $ 11,167,442 | ||||||||||
Annual cash fee | 10,000 | ||||||||||||
cash fees | $ 30,000 | ||||||||||||
Brookfield [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Aggregate purchase amount | $ 5,000,000 | ||||||||||||
Minimum [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Rent expense | 4,560 | ||||||||||||
Maximum [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Rent expense | $ 5,028 | ||||||||||||
Las Vegas Lease [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Minimum monthly payments | $137,500 | $137,500 | $137,500 | ||||||||||
Board of Directors [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Unvested stock options (in Shares) | shares | 40,000 | ||||||||||||
Forecast [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Lease term | 36 months | ||||||||||||
Beijing [Member] | Minimum [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Rent expense | ¥ | ¥ 50,000 | ||||||||||||
Beijing [Member] | Maximum [Member] | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Rent expense | $ 6,900 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of Right-of-Use Assets and Liabilities - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows used in operating activities | $ 1,267,143 | $ 1,083,178 |
Right-of-use assets obtained in exchange for lease obligations | ||
Right-of-use assets obtained in exchange for lease obligations Operating leases | $ 289,886 | |
Weighted Average Remaining Lease Term (Years) | ||
Weighted Average Remaining Lease Term Operating leases | 4 years 4 months 6 days | 5 years 5 months 1 day |
Weighted Average Discount Rate | ||
Weighted Average Discount Rate Operating leases | 5% | |
Minimum [Member] | ||
Weighted Average Discount Rate | ||
Weighted Average Discount Rate Operating leases | 5% | |
Maximum [Member] | ||
Weighted Average Discount Rate | ||
Weighted Average Discount Rate Operating leases | 5.75% |
Commitments and Contingencies_4
Commitments and Contingencies (Details) - Schedule of Operating Lease Liabilities - Operating Lease [Member] | Dec. 31, 2023 USD ($) |
Commitments and Contingencies (Details) - Schedule of Operating Lease Liabilities [Line Items] | |
2024 | $ 1,850,489 |
2025 | 1,853,285 |
2026 | 1,829,825 |
2027 | 1,731,157 |
Thereafter | 712,500 |
Total lease payments | 7,977,256 |
Less: amount representing imputed interest | (934,028) |
Present value of lease liability | 7,043,228 |
Less: current portion | (1,482,977) |
Lease liability, non-current portion | $ 5,560,251 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 12 Months Ended | |||||||
Jun. 08, 2020 | Aug. 09, 2019 | Dec. 31, 2023 | Dec. 28, 2023 | Dec. 31, 2022 | Dec. 31, 2017 | Nov. 21, 2022 | Dec. 30, 2021 | |
Stockholders' Equity (Textual) | ||||||||
Common stock authorized | 100,000,000 | 100,000,000 | ||||||
Preferred stock authorized | 1,000,000 | 1,000,000 | ||||||
Common stock value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||
Share repurchase | 1,698,038 | 581,746 | ||||||
Cost (in Dollars) | $ 14,254,655 | $ 18,118,666 | ||||||
Stock-based compensation expense (in Dollars) | 150,518 | 791,309 | ||||||
Warrants issued | 1,454,546 | 14,305,000 | ||||||
Price per warrant (in Dollars per share) | $ 4.13 | $ 11.5 | ||||||
Warrants purchased | 532,000 | |||||||
Exercise price, per share (in Dollars per share) | $ 11.5 | |||||||
Treasury Stock [Member] | ||||||||
Stockholders' Equity (Textual) | ||||||||
Cost (in Dollars) | $ 2,083,091 | 610,562 | ||||||
2019 Equity Incentive Plan [Member] | ||||||||
Stockholders' Equity (Textual) | ||||||||
Shares available under the plan | 1,662,345 | |||||||
Minimum [Member] | 2019 Equity Incentive Plan [Member] | ||||||||
Stockholders' Equity (Textual) | ||||||||
Common stock authorized | 3,463,305 | |||||||
Maximum [Member] | 2019 Equity Incentive Plan [Member] | ||||||||
Stockholders' Equity (Textual) | ||||||||
Common stock authorized | 3,763,305 | |||||||
WPT Warrant [Member] | ||||||||
Stockholders' Equity (Textual) | ||||||||
Price per warrant (in Dollars per share) | $ 11.5 | |||||||
Warrants purchased | 3,800,003 | |||||||
Common Stock [Member] | ||||||||
Stockholders' Equity (Textual) | ||||||||
Repurchase of common stock | 7,300,000 | |||||||
Stock Options [Member] | ||||||||
Stockholders' Equity (Textual) | ||||||||
Stock-based compensation expense (in Dollars) | $ 150,518 | 708,964 | ||||||
Unrecognized stock based compensation expense (in Dollars) | $ 77,998 | |||||||
Weighted average remaining vesting period | 1 year 8 months 8 days | |||||||
Board of Directors [Member] | ||||||||
Stockholders' Equity (Textual) | ||||||||
Repurchase of common stock | 10,000,000 | |||||||
Share Purchase Agreement [Member] | ||||||||
Stockholders' Equity (Textual) | ||||||||
Repurchase of common stock | 7,330,000 | |||||||
Common stock value (in Dollars per share) | $ 0.0001 | |||||||
Purchase price (in Dollars per share) | $ 0.9 | |||||||
Total purchase price (in Dollars) | $ 6,597,000 | |||||||
Restricted Common Stock [Member] | ||||||||
Stockholders' Equity (Textual) | ||||||||
Stock-based compensation expense (in Dollars) | $ 0 | $ 82,345 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Schedule of Option Activity | 12 Months Ended |
Dec. 31, 2023 USD ($) $ / shares shares | |
Schedule of Option Activity [Abstract] | |
Number of Options, Outstanding, Beginning balance | shares | 1,675,000 |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ / shares | $ 3.66 |
Number of Options, Outstanding, Ending balance | shares | 1,490,000 |
Weighted Average Exercise Price, Outstanding, Ending balance | $ / shares | $ 3.55 |
Weighted Average Remaining Term, Outstanding | 5 years 6 months 29 days |
Intrinsic Value, Outstanding | $ | |
Number of Options, Exercisable | shares | 1,240,000 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 3.81 |
Weighted Average Remaining Term, Exercisable | 5 years 2 months 19 days |
Intrinsic Value, Exercisable | $ | |
Number of Options, Granted | shares | |
Weighted Average Exercise Price, Granted | $ / shares | |
Number of Options, Exercised | shares | |
Weighted Average Exercise Price, Exercised | $ / shares | |
Number of Options, Expired | shares | (115,000) |
Weighted Average Exercise Price, Expired | $ / shares | $ 4.5 |
Number of Options, Forfeited | shares | (70,000) |
Weighted Average Exercise Price, Forfeited | $ / shares | $ 4.54 |
Stockholders' Equity (Details_2
Stockholders' Equity (Details) - Schedule of Options Outstanding and Exercisable - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Aug. 16, 2022 | |
Stockholders' Equity (Details) - Schedule of Options Outstanding and Exercisable [Line Items] | ||
Outstanding Number of Options, Options Outstanding | 1,490,000 | |
Weighted Average Remaining Life In Years, Options Exercisable | 5 years 2 months 19 days | |
Exercisable Number of Options, Options Exercisable | 1,240,000 | 200,000 |
2.11 [Member] | ||
Stockholders' Equity (Details) - Schedule of Options Outstanding and Exercisable [Line Items] | ||
Exercise Price, Options Outstanding (in Dollars per share) | $ 2.11 | |
Outstanding Number of Options, Options Outstanding | 40,000 | |
Weighted Average Remaining Life In Years, Options Exercisable | 6 years 6 months | |
Exercisable Number of Options, Options Exercisable | 30,000 | |
2.17 [Member] | ||
Stockholders' Equity (Details) - Schedule of Options Outstanding and Exercisable [Line Items] | ||
Exercise Price, Options Outstanding (in Dollars per share) | $ 2.17 | |
Outstanding Number of Options, Options Outstanding | 120,000 | |
Weighted Average Remaining Life In Years, Options Exercisable | 6 years 7 months 6 days | |
Exercisable Number of Options, Options Exercisable | 90,000 | |
2.21 [Member] | ||
Stockholders' Equity (Details) - Schedule of Options Outstanding and Exercisable [Line Items] | ||
Exercise Price, Options Outstanding (in Dollars per share) | $ 2.21 | |
Outstanding Number of Options, Options Outstanding | 350,000 | |
Weighted Average Remaining Life In Years, Options Exercisable | 5 years 11 months 12 days | |
Exercisable Number of Options, Options Exercisable | 200,000 | |
2.48 [Member] | ||
Stockholders' Equity (Details) - Schedule of Options Outstanding and Exercisable [Line Items] | ||
Exercise Price, Options Outstanding (in Dollars per share) | $ 2.48 | |
Outstanding Number of Options, Options Outstanding | 120,000 | |
Weighted Average Remaining Life In Years, Options Exercisable | 7 years 4 months 6 days | |
Exercisable Number of Options, Options Exercisable | 60,000 | |
4.09 [Member] | ||
Stockholders' Equity (Details) - Schedule of Options Outstanding and Exercisable [Line Items] | ||
Exercise Price, Options Outstanding (in Dollars per share) | $ 4.09 | |
Outstanding Number of Options, Options Outstanding | 630,000 | |
Weighted Average Remaining Life In Years, Options Exercisable | 4 years 4 months 2 days | |
Exercisable Number of Options, Options Exercisable | 630,000 | |
5.66 [Member] | ||
Stockholders' Equity (Details) - Schedule of Options Outstanding and Exercisable [Line Items] | ||
Exercise Price, Options Outstanding (in Dollars per share) | $ 5.66 | |
Outstanding Number of Options, Options Outstanding | 230,000 | |
Weighted Average Remaining Life In Years, Options Exercisable | 5 years 8 months 19 days | |
Exercisable Number of Options, Options Exercisable | 230,000 |
Stockholders' Equity (Details_3
Stockholders' Equity (Details) - Schedule of Warrants Outstanding and Exercisable | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding Number of Warrants, Warrants Outstanding | 20,091,549 |
Exercisable Number of Warrants, Warrants Exercisable | 20,091,549 |
Exercise Price Eleven Point Five Zero [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price, Warrants Outstanding (in Dollars per share) | $ / shares | $ 11.5 |
Exercisable Into, Warrants Outstanding | Common Stock |
Outstanding Number of Warrants, Warrants Outstanding | 18,637,003 |
Weighted Average Remaining Life in Years, Warrants Exercisable | 7 months 6 days |
Exercisable Number of Warrants, Warrants Exercisable | 18,637,003 |
Exercise Price Four Point One Three [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price, Warrants Outstanding (in Dollars per share) | $ / shares | $ 4.13 |
Exercisable Into, Warrants Outstanding | Common Stock |
Outstanding Number of Warrants, Warrants Outstanding | 1,454,546 |
Weighted Average Remaining Life in Years, Warrants Exercisable | 1 year 4 months 24 days |
Exercisable Number of Warrants, Warrants Exercisable | 1,454,546 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 12 Months Ended | |||||
Mar. 07, 2024 | Mar. 06, 2024 | Feb. 22, 2024 | Feb. 09, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Subsequent Events (Details) [Line Items] | ||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||
Exercise price, per share | ||||||
Redemption price | $ 0.0001 | |||||
Shares of common stock | 10,740 | |||||
Series A Preferred Stock [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Exercise price, per share | $ 7 | |||||
Subsequent Event [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Common stock, par value | 0.0001 | |||||
Preferred Stock, par value | $ 0.0001 | |||||
Shares of common stock | 1,460,000 | |||||
Subsequent Event [Member] | Restricted Stock [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Restricted shares vest rate | 25% | |||||
Subsequent Event [Member] | Equity Option [Member] | Restricted Stock [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Restricted shares vest rate | 25% | |||||
Forecast [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Loan receivable amount | $ 2,000,000 | |||||
Consideration | $ 4,597,000 | |||||
Interest rate | 5% | |||||
Shares issued | 5,107,778 | |||||
Annual salary | $ 300,000 | |||||
Annual salary, rate | 60% |