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GOING CONCERN, LIQUIDITY, AND MANAGEMENT’S PLANS
6 Months Ended
Jun. 30, 2026
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
GOING CONCERN, LIQUIDITY, AND MANAGEMENT’S PLANS

2. GOING CONCERN, LIQUIDITY, AND MANAGEMENT’S PLANS

 

These unaudited consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. The Company is subject to a number of risks common to emerging companies stemming from, among other things, a limited operating history, rapid technological change, uncertainty of market acceptance and products, regulatory uncertainty, competition from substitute products and larger companies, the need to obtain additional financing, compliance with government regulation, protection of proprietary technology, interest rate fluctuations, product liability, and the dependence on key individuals. The Company has incurred recurring losses and negative cash flows from operations since its inception, and is dependent on equity financing. These factors raise substantial doubt about the Company’s ability to continue as a going concern for the twelve months following the issuance of these financial statements. The consolidated financial statements do not include any adjustments to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if assumes Company were unable to continue as a going concern.

 

Management believes that in order to accomplish its business plan objectives, the Company will need to raise capital by the issuance of debt and/or equity.

 

On July 28, 2026, the Company entered into a non-binding letter of intent with TYTL Corp. (“TYTL”), a related party, regarding a proposed business combination pursuant to which TYTL would merge with and into the Company in an all-stock transaction. The proposed transaction is intended to combine the Company’s digital mortgage, lending, and title platform with TYTL’s blockchain-based real estate tokenization platform. Subject to the negotiation of definitive agreements, if the transaction occurs it is expected that the combined company will pursue the development and commercialization of products designed to facilitate institutional participation in residential real estate through blockchain-enabled infrastructure while integrating mortgage lending, including Non-QM mortgage products, title, and settlement processes. The parties also intend to continue the development of TYTL’s home equity product, which is designed to utilize a Regulation D-compliant security structure together with blockchain technology and recorded real property interests. The Company’s principal stockholder and Chief Executive Officer, Mr. Nicholas Liuzza, is also Chief Executive Officer of TYTL. In addition, Christopher Moe, the Company’s Chief Financial Officer, and Joseph Freedman, a director, are each TYTL stockholders.

 

On June 30, 2026, the Company acquired the remaining outstanding equity interest in MagicBlocks, the artificial intelligence company whose technology powers Bob, the Company’s proprietary AI agent, and underpins key automation capabilities across the Company’s mortgage origination and title operations. The acquisition gives the Company full ownership and control of the AI technology already embedded across its platform. With MagicBlocks’ capabilities fully integrated, the Company expects to accelerate product innovation while supporting future initiatives across mortgage origination, title services, home equity products, and digital real estate transactions, reduce production costs, and improve the speed and consistency of the borrower experience. MagicBlocks continues to license its platform to other mortgage lenders and financial institutions. See Note 4 – Business Acquisition for further information on this business combination.

 

 

Beeline Holdings, Inc.

Notes to Consolidated Financial Statements

June 30, 2026 and 2025

(unaudited)

 

During 2026, the Company announced a strategic partnership with Structured Real Estate Group (“SRG”), a real estate developer, to directly integrate the Company’s mortgage platform into SRG’s proprietary AI-driven real estate platform. This will allow SRG’s homebuying customers to obtain loans through the Company generating loan revenues.

 

Despite the anticipated merger, recent business combination and new partnership, there can be no assurances that these business plans and actions will be successful, that the Company will generate anticipated revenues or operating results, or that unforeseen circumstances will not require additional funding sources in the future or effectuate plans to conserve liquidity. Future efforts to raise additional funds may not be successful or they may not be available on acceptable terms, if at all.