IDG Holdco, LLC and Subsidiaries,

Sushi Concepts Pasadena, LLC and

Sushi Concepts AZ1, LLC

Consolidated and Combined Financial Statements

(With Consolidating and Combining Information)
and Independent Auditor's Report

January 2, 2022
 IDG Holdco, LLC and Subsidiaries,
Sushi Concepts Pasadena, LLC and
Sushi Concepts AZ1, LLC

Index

Page

Independent Auditor's Report 2

Consolidated and Combined Financial Statements

Consolidated and Combined Balance Sheet 4

Consolidated and Combined Statement of Income and Members' Equity 5

Consolidated and Combined Statement of Cash Flows 6

Notes to Consolidated and Combined Financial Statements 7

Supplementary Information

Consolidating and Combining Balance Sheet 15

Consolidating and Combining Statement of Income and Members' Equity 17

Consolidating and Combining Statement of Cash Flows 19

1
 Independent Auditor's Report

To Management
IDG Holdco, LLC and Subsidiaries
Sushi Concepts Pasadena, LLC and
Sushi Concepts AZ1, LLC

Opinion

We have audited the consolidated and combined financial statements of IDG Holdco, LLC and
Subsidiaries, Sushi Concepts Pasadena, LLC and Sushi Concepts AZ1, LLC (the "Companies") which
comprise the consolidated and combined balance sheet as of January 2, 2022, and the related
consolidated and combined statements of income and members' equity, and cash flows for the year
then ended, and the related notes to the consolidated and combined financial statements.

In our opinion, the accompanying consolidated and combined financial statements present fairly, in all
material respects, the financial position of the Companies as of January 2, 2022, and the results of their
operations and their cash flows for the year then ended in accordance with accounting principles
generally accepted in the United States of America.

Basis for Opinion

We conducted our audit in accordance with auditing standards generally accepted in the United States
of America ("GAAS"). Our responsibilities under those standards are further described in the Auditor's
Responsibilities for the Audit of the Financial Statements section of our report. We are required to be
independent of the Companies, and to meet our other ethical responsibilities, in accordance with the
relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated and combined
financial statements in accordance with accounting principles generally accepted in the United States of
America, and for the design, implementation, and maintenance of internal control relevant to the
preparation and fair presentation of consolidated and combined financial statements that are free from
material misstatement, whether due to fraud or error.

In preparing the consolidated and combined financial statements, management is required to evaluate
whether there are conditions or events, considered in the aggregate, that raise substantial doubt about
the Companies' ability to continue as a going concern for one year after the date that the consolidated
and combined financial statements are available to be issued.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated and combined
financial statements as a whole are free from material misstatement, whether due to fraud or error, and
to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of
assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in
accordance with GAAS will always detect a material misstatement when it exists. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error, as
fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of

2
internal control. Misstatements are considered material if there is a substantial likelihood that,
individually or in the aggregate, they would influence the judgment made by a reasonable user based
on the consolidated and combined financial statements.

In performing an audit in accordance with GAAS, we:

 Exercise professional judgment and maintain professional skepticism throughout the audit.

 Identify and assess the risks of material misstatement of the consolidated and combined
financial statements, whether due to fraud or error, and design and perform audit procedures
responsive to those risks. Such procedures include examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated and combined financial statements.

 Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Companies' internal control. Accordingly, no such opinion is
expressed.

 Evaluate the appropriateness of accounting policies used and the reasonableness of significant
accounting estimates made by management, as well as evaluate the overall presentation of the
consolidated and combined financial statements.

 Conclude whether, in our judgment, there are conditions or events, considered in the aggregate,
that raise substantial doubt about the Companies' ability to continue as a going concern for a
reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters,
the planned scope and timing of the audit, significant audit findings, and certain internal control-related
matters that we identified during the audit.

Supplementary Information

Our audit was conducted for the purpose of forming an opinion on the consolidated and combined
financial statements as a whole. The consolidating and combining balance sheet and the consolidating
and combining statement of income and members’ equity and cash flows is presented for purposes of
additional analysis and is not a required part of the consolidated and combined financial statements.
Such information is the responsibility of management and was derived from and relates directly to the
underlying accounting and other records used to prepare the financial statements. The information has
been subjected to the auditing procedures applied in the audit of the consolidated and combined
financial statements and certain additional procedures, including comparing and reconciling such
information directly to the underlying accounting and other records used to prepare the consolidated
and combined financial statements or to the consolidated and combined financial statements
themselves, and other additional procedures in accordance with auditing standards generally accepted
in the United States of America. In our opinion, the information is fairly stated in all material respects in
relation to the financial statements as a whole.

Los Angeles, California

June 21, 2022

3
 IDG HoldCo, LLC and Subsidiaries,
Sushi Concepts Pasadena, LLC and
Sushi Concepts AZ1, LLC

Consolidated and Combined Balance Sheet

January 2, 2022

Assets

Current assets
Cash $ 15,048,325
Accounts receivable 4,390,235
Notes receivable - related parties 331,197
Inventories 1,113,121
Prepaid expenses and other receivables 529,663

Total current assets 21,412,541

Property and equipment, net of accumulated

depreciation and amortization 2,773,107
Intangible assets, net 349,202
Deposits 205,575

Total assets $ 24,740,425

Liabilities and Members' Equity

Current liabilities
Accounts payable $ 955,348
Accrued expenses 2,323,311
Deferred revenues 328,746
Due to related parties 240,212
Current portion of long-term debt 14,243

Total current liabilities 3,861,860

Long-term debt, net of current portion 956,557

Deferred rent 950,762

Total liabilities 5,769,179

Commitments and contingencies

Total members' equity 18,971,246

Total liabilities and members' equity $ 24,740,425

See Notes to Consolidated and Combined Financial Statements.

4
 IDG HoldCo, LLC and Subsidiaries,
Sushi Concepts Pasadena, LLC and
Sushi Concepts AZ1, LLC

Consolidated and Combined Statement of Income and Members' Equity

Year Ended January 2, 2022

Revenues
Food and beverage sales $ 63,281,764
Other income 307,303

63,589,067
Operating expenses
Food and beverage cost of sales 37,685,395
Overhead costs 5,954,252
Occupancy 3,841,284
Advertising and promotion 2,626,054
General and administrative 4,085,660
Depreciation and amortization 692,957
Repairs and maintenance 722,048
Utilities 711,751

Total operating expenses 56,319,401

Income from operations 7,269,666

Other income
Interest income 43,492
Other income 12,457,224

Total 12,500,716

Consolidated net income 19,770,382

Members' equity, beginning 5,762,391

Distributions to members (6,561,527)

Members' equity, end $ 18,971,246

See Notes to Consolidated and Combined Financial Statements.

5
 IDG Holdco, LLC and Subsidiaries,
Sushi Concepts Pasadena, LLC and
Sushi Concepts AZ1, LLC

Consolidated and Combined Statement of Cash Flows

Year Ended January 2, 2022

Cash flows from operating activities

Consolidated net income $ 19,770,382
Adjustments to reconcile consolidated net income
to net cash provided by operating activities
Bad debts 70,295
Depreciation and amortization 692,957
Deferred rent (287,696)
PPP loan forgiveness (5,268,000)
Restaurant revitalization funds used (2,377,490)
Changes in operating assets and liabilities
Accounts receivable (4,056,254)
Notes receivable - related parties 388,681
Inventories (37,765)
Prepaid expenses and other receivables (229,541)
Accounts payable 105,860
Accrued expenses 226,796
Deferred revenues 68,509
Due to related parties (451,467)

Net cash provided by operating activities 8,615,267

Cash flows from investing activities

Purchase of intangible assets (99,422)
Purchases of property and equipment (1,486,834)

Net cash used in investing activities (1,586,256)

Cash flows from financing activities

Principal payments on notes payable, related parties (348,386)
Proceeds from PPP loan 5,268,000
Restaurant revitalization funds received 2,377,490
Members' distributions (6,561,527)

Net cash provided by financing activities 735,577

Net increase in cash 7,764,588

Cash, beginning 7,283,737

Cash, end $ 15,048,325

Supplemental disclosure of cash flow data

Interest paid $ -

See Notes to Consolidated and Combined Financial Statements.

6
 IDG Holdco, LLC and Subsidiaries,
Sushi Concepts Pasadena, LLC and
Sushi Concepts AZ1, LLC

Notes to Consolidated and Combined Financial Statements

January 2, 2022

Note 1 - Business activity and summary of significant accounting policies

Business activity
IDG Holdco, LLC manages and operates fine dining restaurants located in the Los Angeles,
California area; Las Vegas, Nevada; and Scottsdale, Arizona. There are five main concepts,
including Sushi Roku sushi restaurants, BOA steakhouses, Katana Robata and Sushi Bar, and B
Grill by BOA Steakhouse. The liability of the members of IDG Holdco, LLC is generally limited to the
members' total capital contributions but is governed by applicable state laws.

Principles of consolidation and combination

The consolidated and combined financial statements of IDG Holdco, LLC include the accounts of
Innovative Dining Group, LLC ("IDG Corporate"), Innovative Dining SM, LLC ("BOA Santa Monica"),
Innovative Dining MB (“Innovative MB”), BOA Sunset, LLC ("BOA Sunset"), Sushi Concepts SM,
LLC ("Sushi Roku Santa Monica"), Sushi Concepts, LLC ("Sushi Roku Hollywood"), Sushi Concepts
OC, LLC ("Sushi Roku Orange County"), Sushi Concepts Sunset, LLC ("Katana Hollywood"), and
IDG Partners 2, LLC ("IDG Partners 2").

Also included are the financial statements of Sushi Concepts Pasadena, LLC ("Sushi Roku
Pasadena"), Sushi Concepts AZ1, LLC ("Sushi Roku Scottsdale") and the IDG Catering division
(which is owned by the managing members of IDG Holdco, LLC). All three entities are under
common control and management with IDG Holdco, LLC. All of the consolidated and combined
entities are herein collectively referred to as the "Companies."

Operating cycle
The Companies' accounting period is a fiscal year consisting of the 52- or 53-week period ending
on the Sunday closest to the fiscal year end.

Inventory
Inventory consists of food, beverages, and retail and is stated at the lower of average cost or net
realizable value.

Intangible assets
Costs associated with acquiring leases are capitalized and amortized using the straight-line method
based upon the initial terms of the applicable lease agreements. The Companies also capitalize the
cost of obtaining liquor licenses. Such intangibles have indefinite lives and are not amortized;
rather, they are tested for impairment at least annually.

Accounts receivable
Accounts receivable are stated at the amount management expects to collect from balances
outstanding at year-end. At January 2, 2022, no allowance for doubtful accounts was required. The
Companies periodically evaluate their accounts receivable and will establish an allowance when
necessary. The beginning balance of accounts receivable was $282,928.

Property and equipment

Property and equipment are stated at cost less accumulated depreciation and amortization.
Depreciation is computed using the straight-line method based on the estimated useful lives of the
asset, generally ranging from four to ten years. Expenditures for major renewals and improvements
that extend the useful lives of property and equipment are capitalized. Expenditures for repairs and
maintenance are charged to expense as incurred.

7
 IDG Holdco, LLC and Subsidiaries,
Sushi Concepts Pasadena, LLC and
Sushi Concepts AZ1, LLC

Notes to Consolidated and Combined Financial Statements

January 2, 2022

Leasehold improvements are amortized using the straight-line method over the shorter of the
estimated useful life of the asset or the lease term. For leases with renewal periods at the
Companies' option, if failure to exercise a renewal option imposes an economic penalty to the
Companies, management may determine at the inception of the lease that renewal is reasonably
assured and include the renewal option period in the determination of appropriate estimated useful
lives.

Long-lived assets
The Companies review their long-lived assets for impairment whenever events or changes in
circumstances indicate that their carrying value may not be recoverable. In performing a review for
impairment, the Companies compare the carrying value of the assets with their estimated future
undiscounted cash flows. If it is determined that impairment has occurred, the loss would be
recognized during that period. The impairment loss is calculated as the difference between the
carrying value of the assets and their fair value based on established future discounted cash flows.
During the year ended January 2, 2022, there were no impairment charges recorded.

Revenue recognition
Revenue from restaurant sales is recognized net of any discounts when payment is tendered at the
point of sale, as the Companies' performance obligation to provide food and beverage products is
satisfied. Revenue is presented net of sales tax. Sales taxes collected from customers are included
in accrued expenses on the consolidated and combined balance sheets until the taxes are remitted
to governmental authorities.

Deferred rent
The Companies record rent expense under their operating leases on a straight-line basis over the
lease terms. Deferred rent results from the difference between increasing monthly cash rent
payments and the straight-line expense.

Deferred revenues
Deferred revenues represent gift certificates outstanding. The Company recognizes this income
when the gift certificates are redeemed. Unearned gift card revenue, net of estimated breakage
income, included in accrued expenses on the consolidated and combined balance sheet amounted
to $205,511. The beginning balance of deferred revenues was $282,928.

Recent accounting pronouncements

The Financial Accounting Standards Board issued Accounting Standards Update 2016-02, Leases,
in February 2016 to replace the existing lease accounting standard. This new standard ("Topic
842"), as amended by subsequent updates, is effective for fiscal years beginning after December
15, 2021 and interim periods beginning after December 15, 2022. Topic 842 generally requires a
lessee to recognize a right-of-use asset and corresponding lease liability on the balance sheet for
each contract that is or contains a lease. Leases will be classified as finance or operating, with
classification affecting the pattern and classification of lease-related expense recognition in the
income statement. Lease classification will also affect lease presentation in a lessee's balance
sheet and statement of cash flows. The Company is currently evaluating the effect that the adoption
of Topic 842 will have on its consolidated and combined financial statements.

8
 IDG Holdco, LLC and Subsidiaries,
Sushi Concepts Pasadena, LLC and
Sushi Concepts AZ1, LLC

Notes to Consolidated and Combined Financial Statements

January 2, 2022

Income taxes
The Companies are limited liability companies and are classified as partnerships for income tax
purposes. The Companies' profits and losses are reportable by the members on their respective
income tax returns. Accordingly, no provision for income taxes has been reflected in these
consolidated and combined financial statements for liabilities for federal income taxes. However,
these entities are subject to a minimum California franchise fee of $800 each per year.

The Companies have no unrecognized tax benefits at January 2, 2022.

The Companies' federal and state income tax returns prior to 2018 are closed and management
continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax
law and new authoritative rulings.

When necessary, the Companies recognize interest and penalties associated with tax matters as
part of the income tax provision and include accrued interest and penalties with the related tax
liability in the consolidated and combined balance sheets.

Advertising costs
Advertising costs are expensed as incurred. Advertising expense was $446,626 for the year ended
January 2, 2022.

Preopening costs
Preopening costs of new restaurant openings are expensed as incurred. Preopening costs primarily
include occupancy, payroll and general operating costs incurred prior to the restaurant opening.

Employee retention credit

The Employee Retention Credit (originally under the Coronavirus Aid, Relief, and Economic
Security (the "CARES Act"), and for purposes of the third and fourth calendar quarters of 2021,
under IRC Section 3134) is a fully refundable payroll tax credit available for certain eligible
employers that continued to compensate and/or provide medical insurance coverage for employees
during 2021 and 2020. For the year ended January 2, 2022, the Company filed for Employee
Retention Credits of $4,202,542. The Companies recognized those payroll tax credits in its
statement of income and changes in members' equity and is included in other income. As of
January 2, 2022, the Companies had not received $3,659,320 of the ERC credits and recorded this
amount in accounts receivable in its consolidated and combined balance sheet.

Use of estimates
The preparation of consolidated and combined financial statements in conformity with accounting
principles generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the consolidated and combined financial
statements and the reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.

Subsequent events
The Companies have evaluated the impact of subsequent events through June 21, 2022, which is
the date the consolidated and combined financial statements were available to be issued.

9
 IDG Holdco, LLC and Subsidiaries,
Sushi Concepts Pasadena, LLC and
Sushi Concepts AZ1, LLC

Notes to Consolidated and Combined Financial Statements

January 2, 2022

Note 2 - Concentration of credit risk

Financial instruments which potentially subject the Companies to concentrations of credit risk
consist of cash. The Companies maintain their cash with high-quality financial institutions. At times,
such amounts may exceed federally insured limits.

Note 3 - Property and equipment

At January 2, 2022, property and equipment consist of the following:

Furniture and fixtures $ 4,768,501

Machinery and equipment 4,919,380
Leasehold improvements 14,598,474
Computers and point-of-sale systems 892,118
Construction in progress 234,285

25,412,758
Less accumulated depreciation and amortization (22,639,651)

Total $ 2,773,107

For the year ended January 2, 2022, depreciation and amortization expense was $662,957.

Note 4 - Intangible assets

At January 2, 2022, intangible assets consist of the following:

Amortized intangibles
Lease intangibles $ 630,000
Less accumulated amortization (540,000)

Total amortized intangibles 90,000

Unamortized intangibles
Liquor license 259,202

Total intangible assets $ 349,202

For the year ended January 2, 2022, amortization expense was $30,000, and is included in
depreciation and amortization expense. Amortization expense for each of the three remaining
succeeding fiscal years is as follows:

2023 $ 30,000
2024 30,000
2025 30,000

10
 IDG Holdco, LLC and Subsidiaries,
Sushi Concepts Pasadena, LLC and
Sushi Concepts AZ1, LLC

Notes to Consolidated and Combined Financial Statements

January 2, 2022

Note 5 - Debt

PPP Loan
In response to COVID-19, the Coronavirus Aid, Relief, and Economic Security Act (the "CARES
Act") was enacted on March 27, 2020. The CARES Act provides numerous tax provisions and other
stimulus measures, including relief for small businesses through the Paycheck Protection Program
("PPP"). During the year ended January 2, 2022, the Company received several loans under this
program in the amount of $5,268,000. The PPP loans were scheduled to mature in 2023, had a 1%
annual interest rate, may be prepaid at any time without penalty and is subject to the terms and
conditions applicable to all loans made pursuant to the PPP as administered by the Small Business
Administration under the CARES Act. In accordance with the requirements of the CARES Act, the
Companies used the proceeds for eligible purposes, including payroll, benefits, rent and utilities,
and to maintain required payroll levels. During the year ended January 2, 2022, the Companies
received loan forgiveness for all loans and recognized $5,268,000 of other income on the
consolidated and combined statement of income and members' equity.

SBA Loans
In response to COVID-19, Sushi Roku Santa Monica received a loan in the amount of $500,000
from the Small Business Act ("SBA"). The loan has a 30-year team and bears interest at the rate of
3.75% per annum. Principal and interest payments of $2,582 are due monthly beginning April 2022.
The proceeds of the loan must be used for working capital. The loan is secured by substantially all
of the Company's assets and is personally guaranteed by a member of the Company. At January 2,
2022, $500,000 was outstanding.

In response to COVID-19, Sushi Roku Las Vegas received a loan in the amount of $150,000 from
SBA. The loan has a 30-year team and bears interest at the rate of 3.75% per annum. Principal and
interest payments of $768 are due monthly beginning April 2022. The proceeds of the loan must be
used for working capital. The loan is secured by substantially all of the Company's assets. At
January 2, 2022, $150,000 was outstanding.

In response to COVID-19, BOA Santa Monica received a loan in the amount of $321,100 from the
SBA. The loan has a 30-year team and bears interest at the rate of 3.75% per annum. Principal and
interest payments of $1,685 are due monthly beginning April 2022. The proceeds of the loan must
be used for working capital. The loan is secured by substantially all of the Company's assets and is
personally guaranteed by a member of the Company. At January 2, 2022, $321,000 was
outstanding.

The following is a schedule by years of the future minimum principal payments on the Companies'
SBA Loans:

2023 $ 14,243
2024 22,044
2025 22,884
2026 23,757
2027 24,663
Thereafter 863,509

$ 971,100

11
 IDG Holdco, LLC and Subsidiaries,
Sushi Concepts Pasadena, LLC and
Sushi Concepts AZ1, LLC

Notes to Consolidated and Combined Financial Statements

January 2, 2022

Note 6 - Restaurant revitalization fund grant

During 2021, the Company received a $2,377,490 Restaurant Revitalization Fund Grant ("RRF
Grant") from the Small Business Association ("SBA") pursuant to the American Rescue Plan Act of
2021 (The Act). Income from the grant is recognized as allowable qualifying expenses have been
incurred. At January 2, 2022, RRF Grant income amounted to $2,377,490 and is reflected as other
income in the consolidated and combined statement of income and members’ equity.

Note 7 - Members' equity

Members distributions, contributions and allocation of net profits and losses are allocated based on
the terms set forth in the Amended and Restated Limited Liability Company Agreement.

At January 2, 2022, the Company has 531,706 class A-1 units outstanding and 468,294 class A-2
units outstanding. Certain members of class A-1 units comprise the board of managers of the
Company.

Note 8 - Commitments and contingencies

Operating leases
The Companies lease most of their restaurant facilities and corporate office space under
noncancelable operating leases. The restaurants' leases generally include land and buildings and
require various expenses incidental to the use of the property, and certain leases require contingent
rent above the minimum lease payments based on a percentage of sales. Certain leases also
contain renewal options and escalation clauses. Lease escalation clauses based on changes in the
Consumer Price Index are accounted for as contingent rentals.

The aggregate future minimum lease payments under noncancelable operating leases are as
follows:

2023 $ 2,703,492
2024 2,592,390
2025 2,105,970
2026 1,865,245
2027 958,276
Thereafter 2,810,335

$ 13,035,708

Rent expense was $3,848,834 for the year ended January 2, 2022.

Contingencies
Certain claims have been filed against the Companies in the ordinary course of business. In the opinion
of management, these matters would not have a material effect on the Companies' consolidated and
combined financial position or results of operations.

12
 IDG Holdco, LLC and Subsidiaries,
Sushi Concepts Pasadena, LLC and
Sushi Concepts AZ1, LLC

Notes to Consolidated and Combined Financial Statements

January 2, 2022

COVID-19
In early 2020, an outbreak of a novel strain of coronavirus ("COVID-19") emerged globally. As a
result, events have occurred including mandates from federal, state and local authorities leading to
significant declines in customers as well as closures of retailers and restaurants, including the
Companies' locations. The significant reduction in customer visits to, and spending at, the
Companies' locations caused by COVID-19 has resulted in a loss of revenue and other material
adverse effects to the Companies' financial position, results of operations, and cash flows. The
Companies' are not able to estimate the length or severity of this outbreak and the related financial
impact.

Note 9 - Related party transactions

The Companies have amounts due on demand to related parties. At, January 2, 2022, the
Companies had amounts due to related parties of approximately $240,000.

Note 10 - Subsequent events

In late February 2022 and as these financial statements are being made available for issuance, the
Russian Federation commenced an invasion of the country of Ukraine. The United States
Government and other western European nations responded by imposing economic sanctions on
Russia. The Company cannot predict nor reasonably estimate the impact of the Russian invasion of
Ukraine and any heightened geopolitical instability or results that may follow, heightened inflation,
cyber disruptions or attacks, higher fuel costs, higher manufacturing costs and higher supply chain
costs, or other effects.

13
Supplementary Information
 IDG HoldCo, LLC.
Sushi Concepts Pasadena, LLC and
Sushi Concepts AZ1, LLC

Consolidating and Combining Balance Sheet

January 2, 2022

IDG IDG IDG BOA BOA Sushi Roku Sushi Roku Sushi Roku
Assets Corporate Holdco Partners 2 Santa Monica Sunset Las Vegas Santa Monica Hollywood

Current assets
Cash $ 32,979 $ 5,093,208 $ 10,044 $ 1,027,204 $ 1,636,502 $ 1,571,890 $ 464,231 $ 13,414
Accounts receivable 14,136 31,128 86,403 401,833 1,035,190 418,051 253,934 -
Notes receivable - related parties 57,867 18,010 - 16,293 20,724 4,911 10,142 22,118
Due from (to) intercompany 41,767 (12,594,215) 300,960 650,578 4,586,206 4,135,467 348,181 513,378
Inventories - - - 208,855 389,921 67,280 102,127 -
Prepaid expenses and other receivables - 23,700 - 57,118 122,304 40,332 48,593 -

Total current assets 146,749 (7,428,169) 397,407 2,361,881 7,790,847 6,237,931 1,227,208 548,910

Property and equipment, net of accumulated

depreciation and amortization 8,342 20,833 - 315,661 276,180 84,643 783,026 -
Intangible assets, net - - - 89,754 82,360 - 4,274 -
Deposits - - - 22,000 44,606 - 25,000 -

Total $ 155,091 $ (7,407,336) $ 397,407 $ 2,789,296 $ 8,193,993 $ 6,322,574 $ 2,039,508 $ 548,910

Liabilities and Members' Equity (Deficit)

Current liabilities
Accounts payable $ 375 $ 24,853 $ - $ 96,284 $ 231,003 $ 154,667 $ 75,795 $ 857
Accrued expenses 119,063 285,603 - 161,042 433,961 239,385 88,266 -
Deferred revenues 162,883 130,581 - 1,000 31,532 - - -
Due to related parties 67,468 - - - - - - -
Current portion of long-term debt - - - 4,715 - 2,185 7,343 -

Total current liabilities 349,789 441,037 - 263,041 696,496 396,237 171,404 857

Long-term debt, net of current portion - - - 316,285 - 147,715 492,557 -

Deferred rent - - - 52,570 46,396 331,962 - -

Total 349,789 441,037 - 631,896 742,892 875,914 663,961 857

Total members' equity (deficit) (194,698) (7,848,373) 397,407 2,157,400 7,451,101 5,446,660 1,375,547 548,053

Total $ 155,091 $ (7,407,336) $ 397,407 $ 2,789,296 $ 8,193,993 $ 6,322,574 $ 2,039,508 $ 548,910

See Independent Auditor's Report.

15
 IDG HoldCo, LLC.
Sushi Concepts Pasadena, LLC and
Sushi Concepts AZ1, LLC

Consolidating and Combining Balance Sheet

January 2, 2022

Consolidated
Sushi Roku Katana Innovative Consolidated IDG Sushi Roku Sushi Roku and combined
Assets Orange County Hollywood Manhattan Beach entities Cater Scottsdale Pasadena total

Current assets
Cash $ 1,440,628 $ 1,255,573 $ 373,448 $ 12,919,121 $ 38,366 $ 658,058 $ 1,432,780 $ 15,048,325
Accounts receivable 557,203 715,233 - 3,513,111 - 467,489 409,635 4,390,235
Notes receivable - related parties 5,191 51,616 - 206,872 119,095 484 4,746 331,197
Due from (to) intercompany 2,207,341 519,275 (709,570) (632) - 1,059 (427) -
Inventories 98,294 112,767 - 979,244 - 77,951 55,926 1,113,121
Prepaid expenses and other receivables 76,061 80,073 10,836 459,017 - 25,854 44,792 529,663

Total current assets 4,384,718 2,734,537 (325,286) 18,076,733 157,461 1,230,895 1,947,452 21,412,541

Property and equipment, net of accumulated

depreciation and amortization 573,527 227,018 226,110 2,515,340 - 202,588 55,179 2,773,107
Intangible assets, net 26,878 15,695 99,176 318,137 - - 31,065 349,202
Deposits 14,784 50,000 - 156,390 - 32,625 16,560 205,575

Total $ 4,999,907 $ 3,027,250 $ - $ 21,066,600 $ 157,461 $ 1,466,108 $ 2,050,256 $ 24,740,425

Liabilities and Members' Equity (Deficit)

Current liabilities
Accounts payable $ 98,468 $ 108,450 - $ 790,752 $ - $ 87,961 76,635 $ 955,348
Accrued expenses 192,145 411,812 - 1,931,277 - 280,486 111,548 2,323,311
Deferred revenues - 750 - 326,746 - 2,000 - 328,746
Due to related parties - - - 67,468 29,667 - 143,077 240,212
Current portion of long-term debt - - - 14,243 - - - 14,243

Total current liabilities 290,613 521,012 - 3,130,486 29,667 370,447 331,260 3,861,860

Long-term debt, net of current portion - - - 956,557 - - - 956,557

Deferred rent 463,520 44,867 - 939,315 - 11,447 - 950,762

Total 754,133 565,879 - 5,026,358 29,667 381,894 331,260 5,769,179

Total members' equity (deficit) 4,245,774 2,461,371 - 16,040,242 127,794 1,084,214 1,718,996 18,971,246

Total $ 4,999,907 $ 3,027,250 $ - $ 21,066,600 $ 157,461 $ 1,466,108 $ 2,050,256 $ 24,740,425

See Independent Auditor's Report.

16
 IDG HoldCo, LLC,
Sushi Concepts Pasadena, LLC and
Sushi Concepts AZ1, LLC

Consolidating and Combining Statement of Income and Members' Equity (Deficit)

Year Ended January 2, 2022

IDG IDG IDG BOA BOA Sushi Roku Sushi Roku Sushi Roku
Corporate HoldCo Partners 2 Santa Monica Sunset Las Vegas Santa Monica Hollywood

Revenues
Food and beverage sales $ - $ - $ - $ 6,480,451 $ 17,769,821 $ 8,121,876 $ 3,674,055 $ -
Other income - - 307,303 - - - - -

- - 307,303 6,480,451 17,769,821 8,121,876 3,674,055 -

Operating expenses
Food and beverage cost of sales 20,514 3,055,419 - 3,773,211 9,866,323 3,902,992 1,932,614 -
Overhead costs 25,330 389,135 - 663,946 1,527,798 440,915 504,435 -
Occupancy 59,203 303,052 - 311,160 780,469 458,692 309,509 -
Advertising and promotion 5,445 59,701 - 241,327 703,547 327,392 155,696 -
General and administrative (83,970) (2,221,538) 4,409 603,648 1,601,488 949,981 351,970 5,456
Depreciation and amortization 2,780 - - 152,613 97,493 33,722 106,913 -
Repairs and maintenance 210 12,416 - 115,695 191,356 58,077 38,751 -
Utilities - 12 - 96,680 150,269 102,904 85,003 -

Total operating expenses 29,512 1,598,197 4,409 5,958,280 14,918,743 6,274,675 3,484,891 5,456

Income (loss) from operations (29,512) (1,598,197) 302,894 522,171 2,851,078 1,847,201 189,164 (5,456)

Other income (expense)

Interest income (expense) - 8,469 - 1,877 6,635 2,713 4,902 3
Other income 1,353 302,882 - 813,741 2,172,547 3,579,954 656,139 95,413

Total 1,353 311,351 - 815,618 2,179,182 3,582,667 661,041 95,416

Consolidated net income (loss) (28,159) (1,286,846) 302,894 1,337,789 5,030,260 5,429,868 850,205 89,960

Members' equity (deficit), beginning (166,539) - 94,513 819,611 2,420,841 16,792 525,342 458,093

Distributions to members - (6,561,527) - - - - - -

Members' equity (deficit), end $ (194,698) $ (7,848,373) $ 397,407 $ 2,157,400 $ 7,451,101 $ 5,446,660 $ 1,375,547 $ 548,053

17
 IDG HoldCo, LLC,
Sushi Concepts Pasadena, LLC and
Sushi Concepts AZ1, LLC

Consolidating and Combining Statement of Income and Members' Equity (Deficit)

Year Ended January 2, 2022

Sushi Roku Katana Innovative Consolidated IDG Sushi Roku Sushi Roku Consolidated and
Orange County Hollywood Manhattan Beach entities Cater Scottsdale Pasadena combined total

Revenues
Food and beverage sales $ 8,953,654 $ 8,242,450 $ - $ 53,242,307 $ - $ 5,048,961 $ 4,990,496 $ 63,281,764
Other income - - - 307,303 - - - 307,303

8,953,654 8,242,450 - 53,549,610 - 5,048,961 4,990,496 63,589,067

Operating expenses
Food and beverage cost of sales 4,511,530 4,790,247 - 31,852,850 - 3,135,520 2,697,025 37,685,395
Overhead costs 718,135 765,657 - 5,035,351 - 426,257 492,644 5,954,252
Occupancy 413,219 602,277 - 3,237,581 - 482,626 121,077 3,841,284
Advertising and promotion 394,886 350,176 - 2,238,170 - 185,351 202,533 2,626,054
General and administrative 978,106 805,247 - 2,994,797 4,437 514,540 571,886 4,085,660
Depreciation and amortization 184,409 96,517 - 674,447 - 8,143 10,367 692,957
Repairs and maintenance 44,000 39,681 - 500,186 - 128,535 93,327 722,048
Utilities 65,509 94,950 - 595,327 - 63,173 53,251 711,751

Total operating expenses 7,309,794 7,544,752 - 47,128,709 4,437 4,944,145 4,242,110 56,319,401

Income (loss) from operations 1,643,860 697,698 - 6,420,901 (4,437) 104,816 748,386 7,269,666

Other income (expense)

Interest income (expense) 11,218 2,473 - 38,290 - 2,531 2,671 43,492
Other income 1,440,683 1,168,726 - 10,231,438 - 1,310,508 915,278 12,457,224

Total 1,451,901 1,171,199 - 10,269,728 - 1,313,039 917,949 12,500,716

Consolidated net income (loss) 3,095,761 1,868,897 - 16,690,629 (4,437) 1,417,855 1,666,335 19,770,382

Members' equity (deficit), beginning 1,150,013 592,474 - 5,911,140 132,231 (333,641) 52,661 5,762,391

Distributions to members - - - (6,561,527) - - - (6,561,527)

Members' equity (deficit), end $ 4,245,774 $ 2,461,371 $ - $ 16,040,242 $ 127,794 $ 1,084,214 $ 1,718,996 $ 18,971,246

See Independent Auditor's Report.

18
 IDG HoldCo, LLC,
Sushi Concepts Pasadena, LLC and
Sushi Concepts AZ1, LLC

Consolidating and Combining Statement of Cash Flows

Year Ended January 2, 2022

IDG IDG IDG BOA BOA Sushi Roku Sushi Roku Sushi Roku
Corporate Holdco Partners 2 Santa Monica Sunset Las Vegas Santa Monica Hollywood
Cash flows from operating activities
Net income (loss) $ (28,159) $ (1,286,846) $ 302,894 $ 1,337,789 $ 5,030,260 $ 5,429,868 $ 850,205 $ 89,960
Adjustments to reconcile net income (loss) to
net cash provided by (used in) operating activities
Bad debts - - - 10,419 39,304 452 1,647 -
Depreciation and amortization 2,780 - - 152,613 97,493 33,722 106,913 -
Deferred rent - - - - 46,396 (45,453) (94,389) -
PPP loan forgiveness - - - (420,000) (1,209,700) (673,500) (400,000) -
Restaurant revitalization funds used (2,377,490)
Changes in operating assets and liabilities
Accounts receivable - (36,245) (86,403) (383,066) (1,008,707) (409,814) (236,107) (2,515)
Notes receivable - related parties 83,115 (12,893) - (2,595) 16,004 (1,149) 4,955 304,910
Inventories - - - (37,885) 25,331 (26,210) (5,546) -
Prepaid expenses and other receivables 4,225 (23,700) - (23,188) (60,865) (25,803) (11,139) 19,602
Accounts payable (20,638) 24,853 - 54,616 62,585 125,078 7,865 -
Accrued expenses (64,539) 284,703 - 24,818 118,853 93,632 (90,611) -
Deferred revenues (89,475) 130,581 - (7,053) 34,456 - - -
Due to (from) related parties (41,768) 12,595,115 (300,960) (659,824) (4,604,976) (4,147,808) (354,810) (513,378)

Net cash provided by (used in) operating

activities (154,459) 11,675,568 (84,469) 46,644 (1,413,566) (2,024,475) (221,017) (101,421)

Cash flows from investing activities

Purchases of intangible assets - - - - (246) - - -
Purchases of property and equipment - (20,833) - (78,590) (67,489) (30,086) (706,538) -

Net cash used in investing activities - (20,833) - (78,590) (67,735) (30,086) (706,538) -

Cash flows from financing activities

Principal payments on notes payable, related parties - - - - - - - -
Proceeds from PPP loan - - - 420,000 1,209,700 673,500 400,000 -
Restaurant revitalization funds received - - - - - 2,377,490
Members' distributions - (6,561,527) - - - - - -

Net cash used in financing activities - (6,561,527) - 420,000 1,209,700 3,050,990 400,000 -

Net increase (decrease) in cash (154,459) 5,093,208 (84,469) 388,054 (271,601) 996,429 (527,555) (101,421)

Cash, beginning 187,438 - 94,513 639,150 1,908,103 575,461 991,786 114,835

Cash, end $ 32,979 $ 5,093,208 $ 10,044 $ 1,027,204 $ 1,636,502 $ 1,571,890 $ 464,231 $ 13,414

19
 IDG HoldCo, LLC,
Sushi Concepts Pasadena, LLC and
Sushi Concepts AZ1, LLC

Consolidating and Combining Statement of Cash Flows

Year Ended January 2, 2022

Consolidated
Sushi Roku Katana Innovative Consolidated IDG Sushi Roku Sushi Roku and combined
Orange County Hollywood Manhattan Beach entities Cater Scottsdale Pasadena total
Cash flows from operating activities
Net income (loss) $ 3,095,761 $ 1,868,897 $ - $ 16,690,629 $ (4,437) $ 1,417,855 $ 1,666,335 $ 19,770,382
Adjustments to reconcile net income (loss) to
net cash provided by (used in) operating activities
Bad debts 4,369 10,760 - 66,951 - 2,494 850 70,295
Depreciation and amortization 184,409 96,517 - 674,447 - 8,143 10,367 692,957
Deferred rent (134,407) (4,011) - (231,864) - (55,832) - (287,696)
PPP loan forgiveness (844,700) (450,000) - (3,997,900) - (830,000) (440,100) (5,268,000)
Restaurant revitalization funds used - - - (2,377,490) - - - (2,377,490)
Changes in operating assets and liabilities
Accounts receivable (520,317) (672,914) - (3,356,088) 29,668 (347,178) (382,656) (4,056,254)
Notes receivable - related parties 4,826 (14,187) - 382,986 - 2,450 3,245 388,681
Inventories (1,815) (27,392) - (73,517) - 32,136 3,616 (37,765)
Prepaid expenses and other receivables (34,276) (38,121) (10,836) (204,101) - (3,760) (21,680) (229,541)
Accounts payable 52,664 (112,686) - 194,337 - 48,201 (136,678) 105,860
Accrued expenses (28,321) 234,438 - 572,973 - (208,211) (137,966) 226,796
Deferred revenues - - - 68,509 - - - 68,509
Due to (from) related parties (2,221,193) (521,667) 709,570 (61,699) - (333,666) (56,102) (451,467)

Net cash provided by (used in) operating

activities (443,000) 369,634 698,734 8,348,173 25,231 (267,368) 509,231 8,615,267

Cash flows from investing activities

Purchase of intangible assets - - (99,176) (99,422) - - - (99,422)
Purchases of property and equipment (5,512) (78,550) (226,110) (1,213,708) - (210,731) (62,395) (1,486,834)

Net cash used in investing activities (5,512) (78,550) (325,286) (1,313,130) - (210,731) (62,395) (1,586,256)

Cash flows from financing activities

Principal payments on notes payable, related parties - - - - - (348,386) - (348,386)
Proceeds from PPP loan 844,700 450,000 - 3,997,900 - 830,000 440,100 5,268,000
Restaurant revitalization funds received - - - 2,377,490 - - - 2,377,490
Members' distributions - - - (6,561,527) - - - (6,561,527)

Net cash used in financing activities 844,700 450,000 - (186,137) - 481,614 440,100 735,577

Net increase (decrease) in cash 396,188 741,084 373,448 6,848,906 25,231 3,515 886,936 7,764,588

Cash, beginning 1,044,440 514,489 - 6,070,215 13,135 654,543 545,844 7,283,737

Cash, end $ 1,440,628 $ 1,255,573 $ 373,448 $ 12,919,121 $ 38,366 $ 658,058 $ 1,432,780 $ 15,048,325

See Independent Auditor's Report.

20