Mobile Global Esports Inc 2025年度报告

FORM 10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41458 Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large Accelerated Filer☐Accelerated Filer☐Non-accelerated Filer☒Smaller Reporting Company☒Emerging Growth Company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act☒ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates based on a closing sale price of $0.062per share, which was the last sale price of the common stock as of June30, 2025, the last business day of the registrant’s most recentlycompleted second fiscal quarter, was approximately $2,886,000. As of March 30, 2026, there were 64,456,391 shares of the registrant’s common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. Table of Contents Mobile Global Esports Inc. Part I1Item 1.Business1Item 1A.Risk Factors2Item 1B.Unresolved Staff Comments6Item 1C.Cybersecurity6Item 2.Properties6Item 3.Legal Proceedings6Item 4.Mine Safety Disclosures6Part II7Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities7Item 6.[Reserved]7Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations8Item 7A.Quantitative and Qualitative Disclosures About Market Risk15Item 8.Financial Statements and Supplementary Data15Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure16Item 9A.Controls and Procedures16Item 9B.Other Information17Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections17Part III18Item 10.Directors, Executive Officers and Corporate Governance18Item 11.Executive Compensation20Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters21Item 13.Certain Relationships and Related Transactions, and Director Independence22Item 14.Principal Accountant Fees and Services22Part IV23Item 15.Exhibits and Financial Statement Schedules23Item 16.Form 10-K Summary24 Part I Forward-Looking Statements This Annual Report on Form 10-K (this “Annual Report”) contains forward-looking statements within the meaning of Section 27A ofthe Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended(the “Exchange Act”), that involve substantial risks and uncertainties. All statements other than statements of historical facts containedin this Annual Report may be forward-looking st