BUSINESS ACQUISITION

6 Months Ended

Jun. 30, 2026

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

BUSINESS ACQUISITION

4. BUSINESS ACQUISITION

On June 30, 2026, the Company completed the acquisition of the remaining outstanding ownership interest of 52.4% in MagicBlocks in a transaction accounted for as a step-acquisition in accordance with ASC 805. 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. The Company’s consolidated financial statements for the six months ended June 30, 2026 reflect the purchase accounting adjustments whereby the purchase price was allocated to the assets acquired and liabilities assumed based upon their estimated fair values on the acquisition date. The estimated fair value of the assets acquired and liabilities assumed is subject to the Company completing its valuation during a one-year measurement period as allowed under ASC 805. The Company’s consolidated statement of operations for the three and six months ended June 30, 2026 do not include MagicBlocks’ results of operations since the acquisition was completed on June 30, 2026.

The purchase price was valued at $0.6 million, which consisted of the estimated fair value of the Company’s original 47.6% interest of $0.5 million and the issuance of 211,679 shares of common stock valued at $1.22 per share based on the Company’s closing price on June 30, 2026, resulting in a value of $0.2 million; and offset by the forgiveness of a preexisting liability of the Company due to MagicBlocks prior to the acquisition closing date of $0.1 million. The fair value of the Company’s original 47.6% interest was remeasured at $0.5 million, included in gain on remeasurement on the consolidation statements of operations, based on an independent business valuation of MagicBlocks of $1.0 million.

The allocation of the purchase price to the fair value of the assets acquired and liabilities assumed was as follows:

(Dollars in thousands)	June 30, 2026
Cash and cash equivalents	$	34
Property and equipment, net		739
Accounts payable		(82	)
Accrued liabilities		(53	)
	$	638

The Company incurred acquisition related costs of $17,676 for the six months ended June 30, 2026 that have been recorded in general and administrative expenses in the consolidated statements of operations.

For income tax purposes, this was a non-taxable business combination as it was an all-stock transaction and accordingly goodwill will not be deductible for tax purposes.

Pro Forma Financial Information

The following unaudited pro forma consolidated results of operations for the six months ended June 30, 2026 and 2025 assume that the acquisition of MagicBlocks was completed on January 1, 2025:

(Dollars in thousands, except per share amounts)	2026			2025
Pro forma net revenues	$	5,342		$	2,946
Pro forma net losses	$	(9,749	)	$	(11,395	)
Pro forma basic and diluted net loss per share	$	(0.32	)	$	(1.95	)

Pro forma data does not purport to be indicative of the results that would have been obtained had these events actually occurred at the beginning of the periods presented and is not intended to be a projection of future results.

Beeline Holdings, Inc.

Notes to Consolidated Financial Statements

June 30, 2026 and 2025

(unaudited)