Beeline Holdings, Inc.

Beeline Holdings, Inc. (the “Company”) is unable to file the Quarterly Report on Form 10-Q for the three months ended March 31, 2025 (the “Report”) by the prescribed due and date of May 15, 2025, without unreasonable effort or expense, due to its limited management and accounting personnel and resources and the process of preparing and undergoing auditor review of the financial statements of the combined company following the Company’s merger with Beeline Financial Holdings, Inc. (“Beeline Financial”) which closed on October 7, 2024. The Company intends to file the Report as soon as practicable on or before May 20, 2025. 2

Beeline Holdings, Inc. (the “Company”) is unable to file the Annual Report on Form 10-K (the “Form 10-K”) for the fiscal year ended December 31, 2024 in a timely manner without unreasonable effort or expense, because the Company and its accounting personnel have been engaged in the ongoing process of preparing and undergoing audit procedures for audited financial statements of the combined company following the Company’s merger with Beeline Financial Holdings, Inc. (“Beeline”) which closed on October 7, 2024 and a debt exchange transaction and sale of its subsidiary Craft Canning & Bottling, LLC (“Craft”) which also closed on such date (collectively, the “October 7 th Transactions”), as disclosed on a Current Report on Form 8-K filed on such date. Based upon generally accepted accounting principles (“GAAP”), our results of operations for the year ended December 31, 2024 (“FY 2024”) reflect the full year 2024 for our spirits business; the period from October 8 through December 31, 2024 for Beeline; and the period from January 1 through October 7, 2024 for Craft which is presented as one line item in discontinued operations. Our results of operations for the year ended December 31, 2023 (“FY 2023”) reflect the full year for our spirits business with Craft presented as one line item in discontinued operations for FY 2023

The registrant is unable to file its quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2024 (the “Form 10-Q”), within the prescribed time period without unreasonable effort or expense due to its limited management and accounting personnel and resources, as well as efforts to raise capital in its recently closed secured note and warrant financing transaction, as disclosed in the Company’s Current Report on Form 8-K filed on November 15, 2024. Such transaction is also expected to result in certain additional disclosure in the Form 10-Q which further contributed to the delay