What changed in this filing

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Item 1. Financial Statements

2025-08-11 compared with 2025-05-13 · 688 added, 586 removed, 365 unchanged (78% of the section changed)

8 unchanged sentences

Prepaid expenses and other assets

Due from related party

Total current assets

19 unchanged sentences

Convertible Preferred Series D:

5,000,000 shares designated;

3,825 shares issued and outstanding as of March 31, 2025 and December 31, 2024;

liquidation value of $ 0.0001 per share

5,000,000 shares designated; 3,825 shares issued and outstanding as of June 30, 2025 and December 31, 2024; liquidation value of $ 0.0001 per share

Convertible Preferred Series D-1:

5,000,000 shares designated;

834 shares issued and outstanding as of March 31, 2025 and December 31, 2024;

liquidation value of $ 0.0001 per share

Common stock, $ 0.0001 par value, 100,000,000 shares authorized;

14,704,045 and 7,037,022 shares issued as of March 31, 2025 and December 31, 2024, respectively;

14,643,897 and 6,976,874 shares outstanding as of March 31, 2025 and December 31, 2024

5,000,000 shares designated; 834 shares issued and outstanding as of June 30, 2025 and December 31, 2024; liquidation value of $ 0.0001 per share

Common stock, $ 0.0001 par value, 100,000,000 shares authorized; 15,295,930 and 7,037,022 shares issued as of June 30, 2025 and December 31, 2024, respectively; 15,235,782 and 6,976,874 shares outstanding as of June 30, 2025 and December 31, 2024

Additional paid-in capital

Treasury stock, as of cost, 60,148 shares as of March 31, 2025 and December 31, 2024

Treasury stock, as of cost, 60,148 shares as of June 30, 2025 and December 31, 2024

Accumulated deficit

Non-controlling interests

Total stockholders’ equity

Total liabilities and stockholders’ equity

See accompanying notes to unaudited condensed consolidated

financial statements.

See accompanying notes to unaudited condensed consolidated financial

DOMINARI HOLDINGS INC.

Condensed Consolidated Statements of Operations

($ in thousands except share and per share

Consolidated Statements of Operations

($ in thousands except share and per share amounts)

Three Months Ended

Six Months Ended

Operating costs and expenses

4 unchanged sentences

Interest income

Gain (loss) on marketable securities, net

Realized and unrealized loss on note receivable, net

Change in carrying value of investments

Total other expenses

Net loss per share, basic and diluted

Gain on marketable securities, net

Realized and unrealized gain (loss) on note receivable, net

Change in fair value of investments

Total other income (expenses)

Net income (loss)

Net profit attributable to non-controlling interests

Net income (loss) attributable to common stockholders of Dominari Holdings Inc.

Net income (loss) per share, basic and diluted

Basic and Diluted

1 unchanged sentence

Basic and Diluted

See accompanying notes to unaudited condensed consolidated

financial statements.

See accompanying notes to unaudited condensed

consolidated financial statements.

DOMINARI HOLDINGS INC.

Condensed Consolidated Statements of Changes

in Stockholders’ Equity

($ in thousands except share and per share

For the Three Months Ended March 31, 2025 and

Condensed Consolidated Statements

of Changes in Stockholders’ Equity

($ in thousands except share and per share amounts)

For the Three Months

Ended June 30, 2025 and 2024

Stockholders’

at March 31, 2025

$ ( 263,034 )

of common stock

issued under Advisory Agreements

at June 30, 2025

$ ( 246,424 )

Stockholders’

at March 31, 2024

$ ( 214,204 )

at June 30, 2024

$ ( 220,324 )

accompanying notes to unaudited condensed consolidated financial statements

the Six Months Ended June 30, 2025 and 2024

Preferred Stock

1 unchanged sentence

Stockholders’

Balance at December 31, 2024

2 unchanged sentences

Issuance of Common Stock

Advisory shares issued

Issuance of Common Stock from warrants exercised

Shares issued under Advisory Agreements

Dividends issued

Balance at March 31, 2025

Net (loss)/income

Balance at June 30, 2025

$ ( 246,424 )

2 unchanged sentences

Stockholders’

Balance at December 31, 2023

1 unchanged sentence

Stock-based compensation

Balance at March 31, 2024

Balance at June 30, 2024

$ ( 220,324 )

See accompanying notes to unaudited condensed consolidated

financial statements

See accompanying notes to unaudited condensed

consolidated financial statements.

DOMINARI HOLDINGS INC.

Condensed Consolidated Statements of Cash Flows

Condensed Consolidated Statements

of Cash Flows

($ in thousands)

Six Months Ended

Cash flows from operating activities

4 unchanged sentences

Stock-based compensation

Realized loss on marketable securities

Unrealized (gain) on marketable securities

Realized loss (gain) on marketable securities

Unrealized (gain) loss on marketable securities

Realized and unrealized (gain) loss on note receivable

1 unchanged sentence

Prepaid expenses and other assets

Due from related party

Receivable from clearing brokers

13 unchanged sentences

Loans to employees

Purchase of short-term and long-term investments

Collection of loans to employees

3 unchanged sentences

Cash received from issuance of common stock

Cash received from issuance of common stock for warrants exercised

Net cash provided by financing activities

Net increase (decrease) in cash and cash equivalents and restricted cash

Net increase in cash and cash equivalents and restricted cash

Cash and cash equivalents, beginning of period

Cash and cash equivalents,

end of period

See accompanying notes to unaudited condensed consolidated

financial statements.

Cash and cash equivalents, end of period

See accompanying notes to unaudited condensed

consolidated financial statements.

DOMINARI HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements

Organization and Description of Business and Recent Developments

Notes to Condensed Consolidated

Financial Statements

and Description of Business and Recent Developments

Organization and Description of Business

5 unchanged sentences

The Company is in

the process of winding down its historical pipeline of biotechnology assets held by Aikido Labs, LLC.

In an effort to enhance shareholder

value, in June of 2022, the Company formed a wholly owned financial services subsidiary, Dominari Financial Inc.

(“Dominari Financial”),

with the intent of shifting the Company’s primary operating focus away from biotechnology to the fintech and financial services

Through Dominari Financial, the Company acquired Dominari Securities LLC (“Dominari Securities”), an introducing

broker-dealer, a member of the Financial Industry Regulatory Authority (“FINRA”) and an investment adviser registered with

the Securities and Exchange Commission (“SEC”).

Dominari Securities is also licensed to provide investment advisory services

and annuity and insurance products of certain insurance carriers as an insurance agency through independent and affiliated brokers.

On September 9, 2022, Dominari Financial entered

into a membership interest purchase agreement, as amended and restated on March 27, 2023 (the “FPS Purchase Agreement”) with

Fieldpoint Private Bank & Trust (“Seller”), a Connecticut bank, for the purchase of its wholly owned subsidiary, Fieldpoint

Private Securities, LLC, a Connecticut limited liability company (“FPS”), that is a broker-dealer, a member of FINRA and an

investment adviser registered with the SEC.

the process of winding down its historical pipeline of biotechnology assets held by Dominari Labs, LLC (formerly Aikido Labs, LLC).

an effort to enhance shareholder value, in June of 2022, the Company formed a wholly owned financial services subsidiary, Dominari Financial

(“Dominari Financial”), with the intent of shifting the Company’s primary operating focus away from biotechnology

to the fintech and financial services industries.

Through Dominari Financial, the Company acquired Dominari Securities LLC (“Dominari

Securities”), an introducing broker- dealer, a member of the Financial Industry Regulatory Authority (“FINRA”) and an

investment adviser registered with the Securities and Exchange Commission (“SEC”).

Dominari Securities is also licensed to

provide investment advisory services and annuity and insurance products of certain insurance carriers as an insurance agency through independent

and affiliated brokers.

On September 9, 2022, Dominari Financial

entered into a membership interest purchase agreement, as amended and restated on March 27, 2023 (the “FPS Purchase Agreement”)

with Fieldpoint Private Bank & Trust (“Seller”), a Connecticut bank, for the purchase of its wholly owned subsidiary,

Fieldpoint Private Securities, LLC, a Connecticut limited liability company (“FPS”), that is a broker-dealer, a member of

FINRA and an investment adviser registered with the SEC.

Pursuant to the terms of the FPS Purchase Agreement, Dominari Financial purchased

from the Seller 100 % of the membership interests in FPS (the “Membership Interests”).

The registered broker-dealer and

investment adviser businesses will be operated as a wholly owned subsidiary of Dominari Financial.

The FPS Purchase Agreement provided

for Dominari Financial’s acquisition of FPS’ Membership Interests in two closings, the first of which occurred on October

4, 2022 (the “Initial Closing”), at which Dominari Financial paid to the Seller $ 2.0 million in consideration for a transfer

by the Seller to Dominari Financial 20 % of the FPS Membership Interests.

Following the Initial Closing, FPS filed a continuing

membership application requesting approval for a change of ownership, control, or business operations with FINRA in accordance with FINRA

Rule 1017 (the “Rule 1017 Application”).

The registered broker-dealer and investment

adviser businesses will be operated as a wholly owned subsidiary of Dominari Financial.

The FPS Purchase Agreement provided for Dominari

Financial’s acquisition of FPS’ Membership Interests in two closings, the first of which occurred on October 4, 2022 (the

“Initial Closing”), at which Dominari Financial paid to the Seller $ 2.0 million in consideration for a transfer by the Seller

to Dominari Financial 20 % of the FPS Membership Interests.

Following the Initial Closing, FPS filed a continuing membership application

requesting approval for a change of ownership, control, or business operations with FINRA in accordance with FINRA Rule 1017 (the “Rule

1017 Application”).

The Rule 1017 Application was approved by FINRA on March 20, 2023.

closing occurred on March 27, 2023.

Dominari Financial paid to the Seller an additional $ 1.4 million in consideration for a transfer

by the Seller to Dominari Financial of the remaining 80 % of the Membership Interests.

As a result of the ownership change, FPS

was renamed Dominari Securities LLC.

On October 13, 2023, the Company entered into

two separate Limited Liability Agreements with Dominari Manager LLC (“Manager”) and Dominari IM LLC (“Investment Manager”)

which are both wholly owned subsidiaries and whose operations are included within the consolidated financial statements of Dominari Holdings

Manager was named as the manager of Dominari Master SPV LLC (the “Master SPV”), a limited liability company formed by

the Company in 2022, and is responsible for the day-to-day operations of the Master SPV.

Investment Manager was named the investment manager

of Master SPV and is responsible for providing investment advice and decisions on behalf of the Master SPV.

Beginning in March 2024, the

Manager established various series of funds (the “Series”) of the Master SPV for the purpose of making investments in companies

identified by the Investment Manager with proceeds generated by the sale of non-voting interests in such Series by the Master SPV to investors,

in which the Company may, from time to time as it deems appropriate, also invest in such series alongside third-party investors.

On May 21, 2024, Dominari Financial and Heritage

Strategies LLC (“HS”) entered into a Limited Liability Company Operating Agreement (the “JV Agreement”) of Dominari

Financial Heritage Strategies LLC (“DFHS”).

The JV Agreement governs the operation of DFHS, including the distributions to

the members of DFHS upon the offer, sale and renewal of various insurance products and services, including life insurance, private placement

insurance, group medical plans, qualified plans, business insurance, and family office and estate planning services.

Pursuant to the terms

of the JV Agreement, Dominari Financial and HS are the co-managing members (the “Co-Managing Members”), each with fifty percent

( 50 %) ownership interests in DFHS.

Revenues from the sale of the various insurance products and services after deducting general and administrative

costs are distributed to the Co-Managing Members as set forth in the JV Agreement.

The second closing occurred on March 27,

Dominari Financial paid to the Seller an additional $ 1.4 million in consideration for a transfer by the Seller to Dominari Financial

of the remaining 80 % of the Membership Interests.

As a result of the ownership change, FPS was renamed Dominari Securities LLC.

On October 13, 2023, the Company entered

into two separate Limited Liability Agreements with Dominari Manager LLC (“Manager”) and Dominari IM LLC (“Investment

Manager”) which are both wholly owned subsidiaries and whose operations are included within the consolidated financial statements

of Dominari Holdings Inc.

Manager was named as the manager of Dominari Master SPV LLC (the “Master SPV”), a limited liability

company formed by the Company in 2022, and is responsible for the day-to-day operations of the Master SPV.

Investment Manager was named

the investment manager of Master SPV and is responsible for providing investment advice and decisions on behalf of the Master SPV.

in March 2024, the Manager established various series of funds (the “Series”) of the Master SPV for the purpose of making

investments in companies identified by the Investment Manager with proceeds generated by the sale of non-voting interests in such Series

by the Master SPV to investors, in which the Company may, from time to time as it deems appropriate, also invest in such series alongside

third-party investors.

On May 21, 2024, Dominari Financial and

Heritage Strategies LLC (“HS”) entered into a Limited Liability Company Operating Agreement (the “JV Agreement”)

of Dominari Financial Heritage Strategies LLC (“DFHS”).

The JV Agreement governs the operation of DFHS, including the distributions

to the members of DFHS upon the offer, sale and renewal of various insurance products and services, including life insurance, private

placement insurance, group medical plans, qualified plans, business insurance, and family office and estate planning services.

to the terms of the JV Agreement, Dominari Financial and HS are the co-managing members (the “Co-Managing Members”), each

with fifty percent ( 50 %) ownership interests in DFHS.

Revenues from the sale of the various insurance products and services after deducting

general and administrative costs are distributed to the Co-Managing Members as set forth in the JV Agreement.

On June 17, 2025, the Company entered

into two Limited Liability Agreements with American Ventures Management LLC (“AV Manager”) and American Ventures IM LLC (“AV

Investment Manager”).

The Company holds a ninety percent ( 90 %) Membership Interest in each, and their operations are included within

the consolidated financial statements of Dominari Holdings Inc.

AV Manager was named as the manager of American Ventures LLC (the “AV

Master SPV”), a series limited liability company formed by AV Manager and owned by the investors of each fund series, and is responsible

for the day-to-day operations of the AV Master SPV.

AV Investment Manager was named the investment manager of the AV Master SPV and is

responsible for providing investment advice and decisions on behalf of the AV Master SPV.

AV Manager and AV Investment Manager are the

managing members of AV Master SPV and may not be removed without their respective consent.

The other members of AV Master SPV are the

passive investing members of each series of funds (the “AV Series”) established under the AV Master SPV.

The AV Manager established

various AV Series of the AV Master SPV for the purpose of making investments in companies identified by the AV Investment Manager with

proceeds generated by the sale of non-voting interests in such AV Series by the AV Master SPV to investors, in which the Company may,

from time to time as it deems appropriate, also invest in such series alongside third-party investors.

Liquidity and Capital Resources

The Company continues to incur ongoing administrative

and other expenses, including public company expenses, in excess of corresponding (non-financing related) revenue.

The Company continues to incur ongoing administrative and other expenses,

including public company expenses, in excess of corresponding cash flows from operating and investing activities.

While the Company continues

1 unchanged sentence

past equity offerings.

As of March 31, 2025, the Company has approximately $ 6.3 million

As of June 30, 2025, the Company has approximately $ 9.5 million

of cash and cash equivalents and $ 18.8 million of marketable securities.

Additionally, the Company had approximately $ 12.4 million

in receivable from clearing brokers.

Additionally, the Company had approximately $ 31.0 million in

receivable from clearing brokers.

All of such funds are available to fund the Company’s operations.

Based upon projected cash

flow requirements, the Company has adequate cash and cash equivalents and marketable securities, together with the anticipated cash flow

from operations to fund its operations for at least the next twelve months from the date of the issuance of these consolidated financial

Based upon projected cash flow

requirements, the Company has adequate cash and cash equivalents and marketable securities, together with the anticipated cash flow from

operations to fund its operations for at least the next twelve months from the date of the issuance of these consolidated financial statements.

Summary of Significant Accounting Policies

There have been no material changes in the Company’s significant

accounting policies from those previously disclosed in the 2024 Annual Report.

There have been no material changes in the Company’s

significant accounting policies from those previously disclosed in the 2024 Annual Report.

Basis of Presentation and Principles of Consolidation

6 unchanged sentences

The condensed

consolidated balance sheet as of March 31, 2025, condensed consolidated statements of operations for the three months ended March 31,

2025 and 2024, condensed consolidated statements of stockholders’ equity for the three months ended March 31, 2025 and 2024, and

the condensed consolidated statements of cash flows for the three months ended March 31, 2025 and 2024 are unaudited, but include all

adjustments, consisting only of normal recurring adjustments, which the Company considers necessary for a fair presentation of the financial

position, operating results and cash flows for the periods presented.

The results for the three months ended March 31, 2025 are not necessarily

indicative of results to be expected for the year ending December 31, 2025 or for any future interim period.

The condensed consolidated

balance sheet as of December 31, 2024 has been derived from audited financial statements;

however, it does not include all of the information

and notes required by U.S.

consolidated balance sheet as of June 30, 2025, condensed consolidated statements of operations for the three and six months ended June

30, 2025 and 2024, condensed consolidated statements of stockholders’ equity for the three and six months ended June 30, 2025 and

2024, and the condensed consolidated statements of cash flows for the six months ended June 30, 2025 and 2024 are unaudited, but include

all adjustments, consisting only of normal recurring adjustments, which the Company considers necessary for a fair presentation of the

financial position, operating results and cash flows for the periods presented.

The results for the three and six months ended June 30,

2025 are not necessarily indicative of results to be expected for the year ending December 31, 2025 or for any future interim period.

The condensed consolidated balance sheet as of December 31, 2024 has been derived from audited financial statements; however, it

does not include all of the information and notes required by U.S.

GAAP for complete financial statements.

The accompanying unaudited condensed consolidated financial statements

should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s annual

report on Form 10-K for the year ended December 31, 2024.

The Company’s policy is to consolidate all

entities that it controls by ownership of a majority of the membership interest or outstanding voting stock.

The accompanying unaudited

condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Aikido Labs, Dominari

Financial, and Dominari Securities.

All significant intercompany balances and transactions have been eliminated in consolidation.

condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes

thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2024.

The Company’s policy is to consolidate

all entities that it controls by ownership of a majority of the membership interest or outstanding voting stock.

The accompanying unaudited

condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Dominari Labs LLC (formerly,

Aikido Labs LLC), Dominari Financial, and Dominari Securities.

All significant intercompany balances and transactions have been eliminated

in consolidation.

Joint Ventures

On May 21, 2024, the Company entered into a limited

liability company operating agreement to form Dominari Financial Heritage Strategies LLC (“DFHS”).

The Company has a 50 % interest

The purpose of DFHS is to sell various insurance products and services, including life insurance, private placement insurance,

group medical plans, qualified plans, business insurance, and family office and estate planning services.

The Company has determined it

is not the primary beneficiary of DFH and thus will not consolidate the activities in its consolidated financial statements.

On May 21, 2024, the Company entered into

a limited liability company operating agreement to form Dominari Financial Heritage Strategies LLC (“DFHS”).

The Company has

a 50 % interest in DFHS.

The purpose of DFHS is to sell various insurance products and services, including life insurance, private placement

insurance, group medical plans, qualified plans, business insurance, and family office and estate planning services.

The Company has determined

it is not the primary beneficiary of DFH and thus will not consolidate the activities in its consolidated financial statements.

will account for its interest in DFHS under the equity method accounting in accordance with ASC 323.

As of March 31, 2025, there has been

As of June 30, 2025, there has been

no material activity in DFHS.

13 unchanged sentences

Receivable from Clearing Brokers

Receivable from Dominari Securities’ clearing brokers consisted

of approximately $ 10.4 million of liquid insured deposits, $ 0.3 million of commissions receivable and $ 0.8 million of good

faith deposits maintained by the Company with its clearing brokers as of March 31, 2025.

Receivable from Dominari Securities’ clearing

brokers consisted of approximately $ 14.4 million of liquid insured deposits, $ 1.3 million of commissions receivable and $ 0.6 million

of good faith deposits maintained by the Company with its clearing brokers as of December 31, 2024.

Such amount is stated at the amount

the Company expects to collect.

The Company maintains allowances for credit losses for estimated losses resulting from the inability of

its clearing brokers to make required payments.

Management considers the following factors when determining the collectability of specific

customer credit-worthiness, past transaction history with the customer, current economic industry trends, and changes in customer

payment terms.

If the financial condition of the Company’s customers were to deteriorate, adversely affecting their ability to make

payments, additional allowances would be required.

Based on management’s assessment, the Company provides for estimated uncollectible

amounts through a charge to earnings and a credit to a valuation allowance.

As of March 31, 2025 and December 31, 2024 an allowance for

credit losses was not deemed necessary.

The Company accounts for its leases under ASC

842, Leases (“ASC 842”).

Under this guidance, arrangements meeting the definition of a lease are classified as operating

or financing leases and are recorded on the unaudited condensed consolidated balance sheet as both a right-of-use asset and lease liability,

calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental

borrowing rate.

Lease liabilities are increased by interest and reduced by payments each period, and the right-of-use asset is amortized

over the lease term.

For operating leases, interest on the lease liability and the amortization of the right-of-use asset result in straight-line

rent expense over the lease term.

For finance leases, interest on the lease liability and the amortization of the right-of-use asset results

in front-loaded expense over the lease term.

Variable lease expenses are recorded when incurred (see Note 8 - Leases ).

brokers consisted of approximately $ 0.5 million in good faith deposits maintained by the Company with its clearing brokers as of June

The Company also has amounts with the clearing brokers held in cash in the amount of $ 19.1 million which consisted of $ 15.5

million of liquid insured deposits and $ 3.6 million of commissions receivable and $ 10.5 million of carried interest fees receivable as

of June 30, 2025.

The carried interest receivable was received during Q3 2025.

Receivable from Dominari Securities’ clearing brokers

consisted of approximately $ 14.4 million of liquid insured deposits, $ 1.3 million of commissions receivable and $ 0.6 million of good faith

deposits maintained by the Company with its clearing brokers as of December 31, 2024.

Such amount is stated at the amount the Company

expects to collect.

The Company maintains allowances for credit losses for estimated losses resulting from the inability of its clearing

brokers to make required payments.

Management considers the following factors when determining the collectability of specific accounts:

customer credit-worthiness, past transaction history with the customer, current economic industry trends, and changes in customer payment

If the financial condition of the Company’s customers were to deteriorate, adversely affecting their ability to make payments,

additional allowances would be required.

Based on management’s assessment, the Company provides for estimated uncollectible amounts

through a charge to earnings and a credit to a valuation allowance.

As of June 30, 2025 and December 31, 2024 an allowance for credit

losses was not deemed necessary.

The Company accounts for its leases under

ASC 842, Leases (“ASC 842”).

Under this guidance, arrangements meeting the definition of a lease are classified as

operating or financing leases and are recorded on the unaudited condensed consolidated balance sheet as both a right-of-use asset and

lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s

incremental borrowing rate.

Lease liabilities are increased by interest and reduced by payments each period, and the right-of-use asset

is amortized over the lease term.

For operating leases, interest on the lease liability and the amortization of the right-of-use asset

result in straight-line rent expense over the lease term.

For finance leases, interest on the lease liability and the amortization of

the right-of-use asset results in front-loaded expense over the lease term.

Variable lease expenses are recorded when incurred (see Note

8 - Leases ).

The Company recognizes revenue under ASC

606 - Revenue from Contracts with Customers (“ASC 606”) .

Revenue is recognized when control of the promised goods

or performance obligations for services is transferred to the Company’s customers, in an amount that reflects the consideration

Revenue is recognized when control of the promised

goods or performance obligations for services is transferred to the Company’s customers, in an amount that reflects the consideration

the Company expects to be entitled to in exchange for the goods or services.

1 unchanged sentence

of the Company’s revenue from contracts with customers:

● Underwriting services include underwriting and private placement agent services in both the public and

private equity and debt capital markets, including private equity placements, initial public offerings, follow-on offerings, and underwriting

and distributing public and private debt.

Underwriting and placement agent revenue are recognized at a point in time on trade-date, as

the client obtains the control and benefit of the underwriting offering at that point.

The Company expenses any costs associated with

underwriting transactions and they are recorded on a gross basis within the general and administrative line item in the consolidated statements

of operations as the Company is acting as a principal in the arrangement.

The Company applies the practical expedient under ASC 606, as

any such costs would by amortized in one year or less.

● Underwriting services include underwriting and private placement agent services in both the public and private equity and debt capital

markets, including private equity placements, initial public offerings, follow-on offerings, and underwriting and distributing public

and private debt.

Underwriting and placement agent revenues are recognized at a point in time on trade-date, as the client obtains the

control and benefit of the underwriting offering at that point.

The Company expenses any costs associated with underwriting transactions

and they are recorded on a gross basis within the general and administrative line item in the consolidated statements of operations as

the Company is acting as a principal in the arrangement.

The Company applies the practical expedient under ASC 606, as any such costs

would by amortized in one year or less.

The Company also provides investment banking services.

Investment banking services

typically include fees earned for acting as a financial advisor for mergers and acquisitions or similar transactions.

These services provided

by the Company are not distinct from the potential transaction that may occur.

Due to this, the Company believes the performance obligation

for providing investment banking services is satisfied when the earliest occurs (i) termination of the engagement letter, (ii) expiration

of engagement letter or (iii) successful transaction has occurred.

Any non-cash consideration earned by

the Company in providing the aforementioned services is recorded at fair value in accordance with ASC 820, on the date that revenue is

● Commissions are earned by executing transactions for clients primarily in equity, equity-related, and

debt products.

Commission revenue associated with trade execution are recognized at a point in time on trade-date.

Commissions revenue

are generally paid on settlement date and the Company records receivables to account for timing between trade-date and payment on settlement

date and are included in receivable from clearing brokers on the accompanying consolidated balance sheet.

Investment banking services typically include

fees earned for acting as a financial advisor for mergers and acquisitions or similar transactions.

These services provided by the Company

are not distinct from the potential transaction that may occur.

Due to this, the Company believes the performance obligation for providing

investment banking services is satisfied when the earliest occurs (i) termination of the engagement letter, (ii) expiration of engagement

letter or (iii) successful transaction has occurred.

Any non-cash consideration earned by the Company in providing

the aforementioned services is recorded at fair value in accordance with ASC 820, on the date that revenue is recognized.

● Commissions are earned by executing transactions for clients primarily in equity, equity-related, and debt products.

Commission revenue

associated with trade execution are recognized at a point in time on trade-date.

Commissions revenue are generally paid on settlement

date and the Company records receivables to account for timing between trade-date and payment on settlement date and are included in receivable

from clearing brokers on the accompanying consolidated balance sheet.

● Account advisory and management fees are two revenue streams which are both recognized over time.

Please see further description below:

o The Company earns revenue for performing account advisory and investment advisory services for customers

based on contractually fixed rates applied, as a percentage, to the market value of assets in a customer’s account.

The performance

obligation for investment advisory services is considered a series of distinct services that are substantially the same and are satisfied

each day of the contract and are recognized as revenue over time.

Investment advisory fees are payable in arrears on a quarterly basis.

o Management fees represent asset-based fees received in exchange for providing management services to certain

related party pooled investment vehicles (funds).

These fees are charged based upon contractually fixed rates applied, as a percentage,

to the total assets of those pooled investment vehicles managed by the Company at the date upon which an investor subscribes into the

fund, subsequently deferred.

The Company recognizes these revenues over time as the Company has determined that the customer simultaneously

receives and consumes the benefits of the management services as they are provided.

Revenues are typically recognized over a period of

five years, which the Company has estimated to be a reasonable estimate of the period during which the Company shall provide management

Contract liabilities relate to payments

o The Company earns revenue for performing account advisory and investment

advisory services for customers based on contractually fixed rates applied, as a percentage, to the market value of assets in a customer’s

In determining the transaction price, an entity may include variable consideration only to the extent that it is probable that

a significant reversal in the amount of cumulative revenue recognized would not occur when the uncertainty associated with the variable

consideration is resolved.

The performance obligation for investment advisory services is considered a series of distinct services that

are substantially the same and are satisfied each day of the contract and are recognized as revenue over time.

Investment advisory fees

are payable in arrears on a quarterly basis.

o Management fees represent asset-based fees received in exchange for

providing management services to certain related party pooled investment vehicles (funds).

These fees are charged based upon contractually

fixed rates applied, as a percentage, to the total assets of those pooled investment vehicles managed by the Company at the date upon

which an investor subscribes into the fund, subsequently deferred.

The Company recognizes these revenues over time as the Company has

determined that the customer simultaneously receives and consumes the benefits of the management services as they are provided.

are typically recognized over a period of five years, which the Company has estimated to be a reasonable estimate of the period during

which the Company shall provide management services.

o Contract liabilities relate to payments

received in advance of performance under the contract and are the result of remaining performance obligations for management services.

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The remaining balance is expected to be recognized through 2030.

During the three months ended March 31, 2025, the Company recognized

revenue of $ 0.06 million that was included in contract liabilities as of December 31, 2024.

● Other revenue includes amounts recognized over time and at a point

Amounts recognized over time are recognized ratably over the period that such services are provided which are distinct from the

services provided in other periods.

Types of other revenue include trailing fees for mutual funds 12b- 1, variable annuity, fixed annuities,

and insurance products.

During the six months ended June 30, 2025, the Company recognized revenue

of $ 0.2 million that was included in contract liabilities as of June 30, 2025.

During the three months ended June 30, 2025, the Company

recognized revenue of $ 0.1 million that was included in contract liabilities as of June 30, 2025.

There was no revenue associated with

contract liabilities for the period ended June 30, 2024.

o Carried interest fees are earned based on performance of the vehicle during the period, subject to the achievement of minimum return levels, or high water marks, in accordance with the respective terms set out in each vehicle’s governing agreements.

Carried interest is a form of variable consideration in the Company’s contracts with investment management customers and is fully constrained at contract inception.

Carried interest fees are not recognized as revenue until (a) it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur, or (b) the uncertainty associated with the variable consideration is subsequently resolved.

Incentive Fees are typically recognized as revenue when realized at the end of the measurement period.

Once realized, such fees are not subject to clawback or reversal.

During the six months ended June 30, 2025 the Company recognized carried interest of $ 10.5 million which had not been received as of June 30, 2025.Such amount is included in receivable from broker on the accompanying consolidated balance sheet.

● Other revenue includes amounts recognized over time and at a point in time.

Amounts recognized over

time are recognized ratably over the period that such services are provided which are distinct from the services provided in other

Types of other revenue include trailing fees for mutual funds 12b- 1, variable annuity, fixed annuities, and insurance

These trailing fees are paid by product partners for ongoing services and/or advice provided to underlying investor

Trailing fees are recognized as income when earned, usually monthly or quarterly as net asset value is determined.

Other revenues

recognized at a point in time include carried interest fees.

Carried interest is typically charged to investment vehicles managed at a

rate of 20 % of realized gains recognized by those vehicles managed by the Company.

Carried interest is considered a form of variable consideration

as the fee is subject to reversal, and therefore the recognition of such fee is deferred until the fee becomes fixed and determinable.

As the value of the eligible assets in an advisory account is susceptible

to changes due to customer activity, this revenue includes variable consideration and is constrained until the date that the fees are

determinable.

Long-term equity investments

The Company accounts for long-term equity investments

under Accounting Standards Codification (“ASC”) 321 “Investments—Equity Securities” (“ASC 321”).

The Company accounts for long-term equity

investments under Accounting Standards Codification (“ASC”) 321 “Investments-Equity Securities” (“ASC 321”).

In accordance with ASC 321, equity securities with readily determinable fair values are accounted for at fair value based on quoted market

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Recently adopted accounting standards

In June 2022, the FASB issued ASU 2022-03, Fair

Value Measurement of Equity Securities Subject to Contractual Sale Restrictions , to clarify that a contractual restriction on the

sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring

the fair value of the equity security.

ASU 2022-03 also clarifies that an entity cannot recognize and measure a contractual sale restriction

as a separate unit of account.

The amendments in ASU 2022-03 may be early adopted and are effective on a prospective basis for fiscal

years beginning after December 15, 2023, and interim periods within those fiscal years.

The Company adopted ASU 2022-03 on January 1,

There was no material impact to the Company’s unaudited condensed consolidated financial statements from the implementation

of ASU 2022-03.

In March 2023, the FASB issued ASU 2023-01, Leases ,

to require entities to classify and account for leases with related parties on the basis of legally enforceable terms and conditions

of the arrangement.

The amendments are effective in periods beginning after December 15, 2023, including interim periods within those

fiscal years.

The Company adopted ASU 2023-01 on January 1, 2024.

There was no material impact to the Company’s unaudited condensed

consolidated financial statements from the implementation of ASU 2023-01.

In December 2023, the FASB issued ASU

2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.” The standard requires all entities subject to

income taxes to disclose disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information

on income taxes paid.

The new requirement is effective for annual periods beginning after December 15, 2024.

The guidance will be applied

on a prospective basis with the option to apply the standard retrospectively.

Early adoption is permitted.

The Company does not expect

the adoption of ASU 2023-09 to have a material impact on the consolidated financial statements.

In November 2024, the FASB issued ASU No.

2023-07, Segment

Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which requires enhanced disclosures regarding significant

segment expenses and other segment items for public entities on both an annual and interim basis.

Specifically, the update required that

entities provide, during interim periods, all disclosures related to a reportable segment’s profit or loss and assets that were

previously required only on an annual basis.

Additionally, this guidance necessitates the disclosure of the title and position of the

Chief Operating Decision Maker (“CODM”).

The new guidance does not modify how a public entity identifies its operating segments,

aggregates them, or applies the quantitative thresholds to determine its reportable segments.

This update is effective for fiscal years

beginning after December 15, 2023, and interim periods within those fiscal years starting after December 15, 2024.

This ASU must be applied

retrospectively to all prior periods presented.

The Company adopted this ASU during the year ended December 31, 2024.

Effect of new accounting pronouncements to be adopted in future

The Company reviewed all other recently issued

accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact on these unaudited

condensed consolidated financial statements.

2024-03, “Income Statement

- Reporting Comprehensive Income - Expense Disaggregation Disclosures.” This ASU requires that each interim and annual reporting

period, an entity disclose more information about the components of certain expense captions that is currently disclosed in the financial

This update is effective for annual reporting periods beginning after December 15, 2026.

Early adoption is permitted.

is currently evaluating the effects this guidance will have on its consolidated financial statements

Effect of new accounting pronouncements to be adopted in

future periods

The Company reviewed all other recently

issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact on these

unaudited condensed consolidated financial statements.

Marketable Securities

The realized gain or loss, unrealized gain or

loss, and dividend income related to marketable securities for the three months ended March 31, 2025 and 2024, which are recorded as a

component of gains and (losses) on marketable securities on the unaudited condensed consolidated statements of operations, are as follows

($ in thousands):

The realized gain or loss, unrealized

gain or loss, and dividend income related to marketable securities for the three and six months ended June 30, 2025 and 2024, which are

recorded as a component of gains and (losses) on marketable securities on the unaudited condensed consolidated statements of operations,

are as follows ($ in thousands):

Three Months Ended

Six Months Ended

Realized gain (loss)

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Long Term Equity Investments

The Company holds interests in several privately held and publicly

traded companies as long-term investments.

The following table presents the

Company’s long-term investments as of March 31, 2025, and December

The Company holds interests in several privately held companies

as long-term investments.

The following table presents the Company’s long-term investments as of June 30, 2025, and December 31,

2024 ($ in thousands):

December 31, 2024

March 31, 2025

June 30, 2025

Investment in Kerna Health

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Investment in Payward, Inc.

and MWSI VC Kraken-II, LLC (Payward, Inc.

Masterclass)**

and MWSI VC Kraken-II, LLC

(Payward, Inc.

Investment in Aeon Partners Fund Series EG (Epic Games, Inc.)*

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The Company does not hold these stock certificates directly.

** Investments made in these companies are through both an SPV and direct investments.

The Company recorded an increase in the carrying

values of approximately $ 0.3 million for the three month period ended March 31, 2025.

Investment in Aeon Partners Fund Series DB (Databricks, Inc.)

During the first quarter of 2025, the Company redeemed its interest

in Databricks, Inc.

** Investments made in these companies are through both an SPV

and direct investments.

The Company recorded an increase in the carrying values of

approximately $ 31.7 million and a decrease of approximately $ 3.0 million for the three month period ended June 30, 2025 and 2024, respectively.

The Company recorded an increase in the carrying values of approximately $ 32.0 million and a decrease of approximately $ 5.5 million for

the six month period ended June 30, 2025 and 2024, respectively.

Investment in Aeon Partners Fund Series DB (Databricks,

During the first quarter of 2025, the

Company redeemed its interest in Databricks, Inc.

for net proceeds of approximately $ 0.5 million, which resulted in a gain of approximately

Investment in American Bitcoin Corp.

On February 18, 2025, the Company announced the creation of American

Data Centers Inc.

(“ADC”), a strategic venture focused on acquiring, building out and transforming data center campuses across

the United States to meet the accelerated demand for advanced computing.

On March 31, 2025, ADC completed a series of transactions providing

for the launch of American Bitcoin Corp., a strategic initiative focused on industrial-scale Bitcoin mining and strategic Bitcoin reserve

development and monetization (the “Transactions”).

To effectuate the Transactions, ADC, Hut 8 Corp., a Delaware corporation,

and certain of its subsidiaries (“Hut 8”), and the stockholders of ADC entered into a Contribution and Stock Purchase Agreement,

pursuant to which Hut 8 contributed to ADC substantially all of Hut 8’s wholly owned ASIC bitcoin miners in exchange for newly issued

stock representing 80 % of the issued and outstanding equity interests of ADC after giving effect to the issuance.

At the closing of the

Transactions, ADC changed its name to American Bitcoin Corp.

On February 18, 2025, the Company announced

the creation of American Data Centers Inc.

(“ADC”), a strategic venture focused on acquiring, building out and transforming

data center campuses across the United States to meet the accelerated demand for advanced computing.

On March 31, 2025, ADC completed

a series of transactions providing for the launch of American Bitcoin Corp., a strategic initiative focused on industrial- scale Bitcoin

mining and strategic Bitcoin reserve development and monetization (the “Transactions”).

To effectuate the Transactions, ADC,

Hut 8 Corp., a Delaware corporation, and certain of its subsidiaries (“Hut 8”), and the stockholders of ADC entered into a

Contribution and Stock Purchase Agreement, pursuant to which Hut 8 contributed to ADC substantially all of Hut 8’s wholly owned

ASIC bitcoin miners in exchange for newly issued stock representing 80 % of the issued and outstanding equity interests of ADC after giving

effect to the issuance.

At the closing of the Transactions, ADC changed its name to American Bitcoin Corp.

(“American Bitcoin”).

In connection with the Transactions, American

Bitcoin and Hut 8 also entered into definitive agreements providing for Hut 8 and its personnel to provide day-to-day commercial and operational

management services and ASIC colocation services to American Bitcoin, in each case on an exclusive basis for so long as such agreements

remain in effect.

Hut 8 and its personnel will also provide back-office support services to American Bitcoin pursuant to a shared services

agreement with American Bitcoin.

As a result of the Transactions, American Bitcoin has become a subsidiary of Hut 8 in which the Company

holds a 3.17 % minority interest in American Bitcoin.

Based upon a recent funding round, the Company adjusted its carrying value of

American Bitcoin to be $ 0.3 million.

In connection with the Transactions, American Bitcoin and Hut 8 also entered into definitive agreements providing for Hut 8 and its personnel

to provide day-to-day commercial and operational management services and ASIC colocation services to American Bitcoin, in each case on

an exclusive basis for so long as such agreements remain in effect.

Hut 8 and its personnel will also provide back-office support services

to American Bitcoin pursuant to a shared services agreement with American Bitcoin.

As a result of the Transactions, American Bitcoin became

a subsidiary of Hut 8 in which the Company held a 3.17 % minority interest in American Bitcoin.

On June 27, 2025, American Bitcoin

consummated a private placement (the “Private Placement”) pursuant to which it raised gross proceeds of approximately

$ 220 million from the sale of American Bitcoin’s Class A common stock at a per share purchase price of $ 20 .

Company’s wholly owned subsidiary, Dominari Securities, acted as placement agent for the transaction.

The Company holds 1.6

million shares of American Bitcoin Class B common stock.

The Class A and Class B common stock have the same rights, powers and

privileges and are identical in all respects as to all matters.

As a result of the Private Placement, the Company holds an

approximate 2.6 % minority interest in American Bitcoin and adjusted the carrying value of its 1.6 million shares of American

Bitcoin’s Class B common stock, which is exchangeable with the Class A common stock on a one for one basis, to $ 32 million as

of June 30, 2025.

On May 9, Gryphon Digital Mining, Inc.

(NASDAQ:GRYP), a bitcoin mining

company that offers carbon-neutral bitcoin mining and digital mining operations, entered into a definitive merger agreement with American

Bitcoin Corp.

to form a combined company that would operate under the brand American Bitcoin and be led by the board of directors of American

The transaction is expected to close as early as Q3 2025, and management anticipates the combined company to trade on NASDAQ

under the ticker symbol “ABTC”.

Notes Receivable

The following table presents the Company’s notes receivable as

of March 31, 2025 and December 31, 2024 ($ in thousands):

March 31, 2025

Maturity Date Stated

Interest Rate Principal

The following table presents the Company’s notes receivable

as of June 30, 2025 and December 31, 2024 ($ in thousands):

June 30, 2025

Rate Principal

Amount Interest

Receivable Fair Value

Receivable Fair

Notes receivable, at fair value

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December 31, 2024

Maturity Date Stated

Interest Rate Principal

Rate Principal

Amount Interest

Receivable Fair Value

Receivable Fair

Notes receivable, at fair value

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The Company recorded interest income of approximately $ 20,000 ,

$ 20,000 , and an unrealized gain on the note of approximately $ 221,000 on the American Innovative Robotics Promissory Note for the three

months ended March 31, 2025.

and an unrealized gain on the note of approximately $ 221,000 on the American Innovative Robotics Promissory Note for the six months ended

June 30, 2025.

The note was fully paid off as of March 24, 2025 resulting in an ending value of $ 0 .

1 unchanged sentence

During 2024, the Company deemed that the

note for Raefan Industries LLC was uncollectible, and as a result, the Company recorded a realized loss as a result of directly

writing off the note on Raefan Industries LLC, resulting in an ending value of $ 0 for the period ended March 31, 2025 and December

note for Raefan Industries LLC was uncollectible, and as a result, the Company recorded a realized loss as a result of directly writing

off the note on Raefan Industries LLC, resulting in an ending value of $ 0 for the period ended June 30, 2025 and December 31, 2024.

June 30, 2025, the Company executed a Note Modification Agreement to extend the maturity date of the note to December 31, 2025 .

June 30, 2025, the Company maintained the note as uncollectible and fully written off.

Fair Value of Financial Assets and Liabilities

Financial instruments, including cash and cash

equivalents, accounts payable and accrued liabilities are carried at cost, which management believes approximates fair value due to the

short-term nature of these instruments.

The Company measures the fair value of financial assets and liabilities based on the exchange

price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market

for the asset or liability in an orderly transaction between market participants on the measurement date.

The Company maximizes the use

of observable inputs and minimizes the use of unobservable inputs when measuring fair value.

The Company uses three levels of inputs that may be used to measure

Financial instruments, including cash

and cash equivalents, accounts payable and accrued liabilities are carried at cost, which management believes approximates fair value

due to the short-term nature of these instruments.

The Company measures the fair value of financial assets and liabilities based on the

exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous

market for the asset or liability in an orderly transaction between market participants on the measurement date.

The Company maximizes

the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value.

uses three levels of inputs that may be used to measure fair value:

Level 1 - quoted prices in active markets for identical assets or

Level 2 - quoted prices for similar assets and liabilities in active

markets or inputs that are observable

Level 3 - inputs that are unobservable (for example, cash flow modeling

inputs based on assumptions)

Observable inputs are based on market data obtained

from independent sources, while unobservable inputs are based on the Company’s market assumptions.

Unobservable inputs require significant

management judgment or estimation.

In some cases, the inputs used to measure an asset or liability may fall into different levels of the

fair value hierarchy.

In those instances, the fair value measurement is required to be classified using the lowest level of input that

is significant to the fair value measurement.

Level 2 - quoted prices for similar

assets and liabilities in active markets or inputs that are observable

Level 3 - inputs that are unobservable

(for example, cash flow modeling inputs based on assumptions)

Observable inputs are based on market

data obtained from independent sources, while unobservable inputs are based on the Company’s market assumptions.

Unobservable inputs

require significant management judgment or estimation.

In some cases, the inputs used to measure an asset or liability may fall into different

levels of the fair value hierarchy.

In those instances, the fair value measurement is required to be classified using the lowest level

of input that is significant to the fair value measurement.

Such determination requires significant management judgment.

The following table presents the Company’s

assets and liabilities that are measured at fair value as of March 31, 2025, and December 31, 2024 ($ in thousands):

Fair value measured as of March 31, 2025

active markets

assets and liabilities that are measured at fair value as of June 30, 2025, and December 31, 2024 ($ in thousands):

Fair value measured as of June 30, 2025

Marketable securities:

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Fair value measured as of December

active markets

Marketable securities:

3 unchanged sentences

Level 3 Measurement

The following table sets forth a summary of the

changes in the fair value of the Company’s Level 3 financial assets that are measured at fair value on a recurring basis ($ in thousands):

The following table sets forth a summary

of the changes in the fair value of the Company’s Level 3 financial assets that are measured at fair value on a recurring basis

($ in thousands):

Notes receivable at fair value, non-current portion at December 31, 2024

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Collection of principal and interest outstanding

Notes receivable at fair value, non-current portion at March 31, 2025

Notes receivable at fair value, non-current portion at June 30, 2025

Notes receivable at fair value, current portion at December 31, 2023

2 unchanged sentences

Change in interest receivable

Notes receivable at fair value, current portion at March 31, 2024

Notes receivable at fair value, current portion at June 30, 2024

Notes receivable at fair value, non-current portion at December 31, 2023

Unrealized loss on notes receivable

Notes receivable at fair value, non-current portion at March 31, 2024

Notes receivable at fair value, non-current portion at June 30, 2024

Notes Receivable at fair value

As of March 31, 2025, the fair value of the notes

receivable was measured taking into consideration cost basis, market participant inputs, market conditions, liquidity, operating results

and other qualitative and quantitative factors.

As of June 30, 2025, the fair value of

the notes receivable was measured taking into consideration cost basis, market participant inputs, market conditions, liquidity, operating

results and other qualitative and quantitative factors.

On December 1, 2021, the Company entered

into a Lease Agreement (the “Company’s Lease”) with Trump Tower Commercial LLC, a New York limited liability

Under the Company’s Lease, the Company rents a portion of the twenty-second floor at 725 Fifth Avenue, New York, New

York (the “22 nd Floor Premises”).

The Company currently uses the 22 nd Floor Premises to run its

day-to-day operations.

The initial term of the Company’s Lease is seven ( 7 ) years commencing on July 11, 2022

(“Commencement Date).

Under the Company’s Lease, the Company is required to pay monthly rent, commencing on January 11,

2023, equal to $ 12,874 .

Effective for the sixth and seventh years of the Company’s Lease, the rent shall increase to $ 13,502 .

The Company took possession of the 22 nd Floor Premises on the Commencement Date.

into a Lease Agreement (the “Company’s Lease”) with Trump Tower Commercial LLC, a New York limited liability company.

Under the Company’s Lease, the Company rents a portion of the twenty-second floor at 725 Fifth Avenue, New York, New York (the “22 nd

Floor Premises”).

The Company currently uses the 22 nd Floor Premises to run its day-to-day

The initial term of the Company’s Lease is seven ( 7 ) years commencing on July 11, 2022 (“Commencement Date).

the Company’s Lease, the Company is required to pay monthly rent, commencing on January 11, 2023, equal to $ 12,874 .

Effective for

the sixth and seventh years of the Company’s Lease, the rent shall increase to $ 13,502 .

The Company took possession of the 22 nd

Floor Premises on the Commencement Date.

On September 23, 2022, Dominari Financial

entered into a Lease Agreement (“Dominari Financial’s Lease”) with Trump Tower Commercial LLC, a New York limited

liability company.

Under Dominari Financial’s Lease, Dominari Financial rents a portion of a floor at 725 Fifth Avenue, New

York, New York (the “Premises”).

entered into a Lease Agreement (“Dominari Financial’s Lease”) with Trump Tower Commercial LLC, a New York limited liability

Under Dominari Financial’s Lease, Dominari Financial rents a portion of a floor at 725 Fifth Avenue, New York, New York

(the “Premises”).

Dominari Financial currently uses the Premises to run its day-to-day operations.

initial term of Dominari Financial’s Lease is seven ( 7 ) years

commencing on the date that possession of the Premises is delivered to Dominari Financial.

Under Dominari Financial’s Lease,

Dominari Financial is required to pay monthly rent equal to $ 49,368 .

Effective for the sixth and seventh years of Dominari

Financial’s Lease, the rent shall increase to $ 51,868 per month.

The Company took possession of the Premises in February

The tables below represent the Company’s lease assets and liabilities

as of March 31, 2025:

The initial term of Dominari

Financial’s Lease is seven ( 7 ) years commencing on the date that possession of the Premises is delivered to Dominari Financial.

Under Dominari Financial’s Lease, Dominari Financial is required to pay monthly rent equal to $ 49,368 .

Effective for the sixth and

seventh years of Dominari Financial’s Lease, the rent shall increase to $ 51,868 per month.

The Company took possession of the Premises

in February 2023.

The tables below represent the Company’s lease assets and liabilities as of June 30, 2025:

Operating lease right-of-use-assets

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Weighted-average discount rate - operating leases 10.0 %

During the three months ended March 31, 2025 and

2024, the Company recorded approximately $ 0.2 million, respectively, of lease expense to current period operations.

During the three and six months ended June 30, 2025 and 2024,

the Company recorded approximately $ 0.2 million and 0$ .4 million, respectively, of lease expense to current period operations.

Operating leases

6 unchanged sentences

Net rent expense

As of March 31, 2025, future minimum payments during the next five

years and thereafter are as follows:

Supplemental cash

flow information related to leases were as follows:

Operating cash flows - operating leases

As of June 30, 2025, future minimum payments during the next five years and thereafter are as follows:

Remaining Period Ended December 31, 2025

5 unchanged sentences

Operating lease liabilities

Net Loss per Share

Basic loss per share of common stock is computed

by dividing the net loss allocable to common stockholders by the weighted-average number of shares of common stock or common stock equivalents

outstanding for the period.

Diluted loss per common share is computed similar to basic loss per share except that it reflects the potential

dilution that could occur if dilutive securities or other obligations to issue common stock were exercised or converted into common stock

as of the first day of the period.

Securities that could potentially dilute loss per share in the future that were not included in the

computation of diluted loss per share for the three months ended March 31, 2025, and 2024 are as follows:

As of March 31,

Net Income (Loss) per Share

Basic loss per share of common stock is

computed by dividing the net loss allocable to common stockholders by the weighted-average number of shares of common stock or common

stock equivalents outstanding for the period.

Diluted loss per common share is computed similar to basic loss per share except that it

reflects the potential dilution that could occur if dilutive securities or other obligations to issue common stock were exercised or converted

into common stock as of the first day of the period.

Securities that could potentially dilute

loss per share in the future that were not included in the computation of diluted loss per share for the six months ended June 30, 2025,

and 2024 are as follows:

As of June 30,

Convertible preferred stock

2 unchanged sentences

Options to purchase common stock

Stockholders’ Equity and Convertible Preferred Stock

As of March 31, 2025, there are 14,704,045 shares of common stock issued

and 14,643,897 shares outstanding.

Stockholders’ Equity and Convertible Preferred

As of June 30, 2025, there are 15,295,930 shares of common

stock issued and 15,235,782 shares outstanding.

On February 10, 2025, the Company entered

into securities purchase agreements with certain accredited investors for the sale by the Company of 1,439,467 registered shares of

its common stock, and the same amount of unregistered Series A warrants and unregistered Series B warrants were issued at a combined

purchase price of $ 3.47 per share and accompanying warrants in a direct offering.

In a concurrent private placement, the Company

entered into securities purchase agreements with certain accredited investors for the sale of 2,436,587 unregistered shares of

common stock, and the same amount of unregistered Series A warrants and unregistered Series B warrants were

issued at a combined purchase price of $ 3.47 per share and accompanying warrants (the “February 2025 Financings”).

Series A warrants are exercisable immediately upon issuance at an exercise price of $ 3.72 per share and will expire five years from

the date of issuance.

The Series B warrants are exercisable immediately upon issuance at an exercise price of $ 4.22 per share and

will expire five years from the date of issuance.

The net proceeds to the Company from the February 2025 Financings were

approximately $ 13.5 million.

On February 10, 2025, the Company entered into advisory agreements

with various individuals who were issued shares of common stock.

The agreements are for a term of two years but are cancellable by either

into securities purchase agreements with certain accredited investors for the sale by the Company of 1,439,467 registered shares of its

common stock, and the same amount of unregistered Series A warrants and unregistered Series B warrants were issued at a combined purchase

price of $ 3.47 per share and accompanying warrants in a direct offering.

In a concurrent private placement, the Company entered into securities

purchase agreements with certain accredited investors for the sale of 2,436,587 unregistered shares of common stock, and the same amount

of unregistered Series A warrants and unregistered Series B warrants were issued at a combined purchase price of $ 3.47 per share and accompanying

warrants (the “February 2025 Financings”).

The Series A warrants are exercisable immediately upon issuance at an exercise

price of $ 3.72 per share and will expire five years from the date of issuance.

The Series B warrants are exercisable immediately upon

issuance at an exercise price of $ 4.22 per share and will expire five years from the date of issuance.

The net proceeds to the Company

from the February 2025 Financings were approximately $ 13.5 million.

On February 10, 2025, the Company entered into

advisory agreements with various individuals who were issued shares of common stock.

The agreements are for a term of two years but

are cancellable by either party.

As part of these agreements, 2,550,000 shares of common stock were issued on February 18, 2025.

An additional 850,000 shares may

be issued under the terms of the agreements when certain provisions are met which as of the date of grant is probable.

These shares are

nonforfeitable and thus were fully expensed by the Company at the time of grant.

The Company used a Monte Carlo simulation to calculate

the grant date fair value of the common stock.

The fair value of issued shares amounted to $ 20,944,000 and is presented in general and

administrative expenses on the consolidated statement of operations.

The following were assumptions used in the Company’s

fair value analysis:

additional 850,000 shares may be issued under the terms of the agreements when certain provisions are met which as of the date of

grant is probable.

These shares are nonforfeitable and thus were fully expensed by the Company at the time of grant.

used a Monte Carlo simulation to calculate the grant date fair value of the common stock.

The fair value of issued shares amounted

to $ 20,944,000 and is presented in general and administrative expenses on the consolidated statement of operations.

The following were assumptions used in the Company’s fair value analysis:

Risk-free interest rate 4.14 %

2 unchanged sentences

Expected volatility 112.5 %

The securities in the concurrent private placement were offered under

Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder and, along with the shares of common stock underlying such

warrants, have not been registered under the Securities Act or applicable state securities laws.

Accordingly, the unregistered shares,

the warrants, and the shares of common stock underlying the warrants may not be offered or sold in the United States absent registration

with the SEC or an applicable exemption from such registration requirements.

Certain officers, directors, employees and members of the Company’s

advisory board participated in the February 2025 Financings on the same terms as the other investors.

The securities in the concurrent private

placement were offered under Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder and, along with the shares

of common stock underlying such warrants, have not been registered under the Securities Act or applicable state securities laws.

the unregistered shares, the warrants, and the shares of common stock underlying the warrants may not be offered or sold in the United

States absent registration with the SEC or an applicable exemption from such registration requirements.

Certain officers, directors, employees

and members of the Company’s advisory board participated in the February 2025 Financings on the same terms as the other investors.

During the period April 1, 2025 to June

30, 2025 warrants were exercised by various individuals resulting in additional common stock issuance of 591,885 shares generating cash

proceeds of $ 2.3 million which is included in additional paid-in capital on the statement of equity.

Series D Convertible Preferred Stock

In connection with the acquisition of North South’s patent portfolio

in September 2013, the Company issued 1,379,685 shares of its Series D Convertible Preferred Stock (“Series D Preferred

Stock”) to the stockholders of North South.

Each share of Series D Preferred Stock has a stated value of $ 0.0001 per share

and is convertible into 10 over 1,373 of a share of Common Stock.

In connection with the acquisition of

North South’s patent portfolio in September 2013, the Company issued 1,379,685 shares of its Series D Convertible Preferred Stock

(“Series D Preferred Stock”) to the stockholders of North South.

Each share of Series D Preferred Stock has a stated value

of $ 0.0001 per share and is convertible into 10 over 1,373 of a share of Common Stock.

Upon the liquidation, dissolution or winding up

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transactions.

As of March 31, 2025 and December 31, 2024, 5,000,000 Series

D Preferred Stock was designated;

3,825 and 3,825 shares remained issued and outstanding.

As of June 30, 2025 and December 31, 2024,

5,000,000 Series D Preferred Stock was designated; 3,825 and 3,825 shares remained issued and outstanding.

Series D-1 Convertible Preferred Stock

The Company’s Series D-1 Convertible Preferred Stock (“Series

D-1 Preferred Stock”) was established on November 22, 2013.

Each share of Series D-1 Preferred Stock has a stated value of $ 0.0001 per

share and is convertible into 10 over 1,373 of a share of Common Stock.

Upon the liquidation, dissolution or winding

up of the Company’s business, each holder of Series D-1 Preferred Stock shall be entitled to receive, for each share of Series D-1

Preferred Stock held, a preferential amount in cash equal to the greater of (i) the stated value or (ii) the amount the holder would receive

as a holder of Common Stock on an “as converted” basis.

Each holder of Series D-1 Preferred Stock shall be entitled to vote

on all matters submitted to the Company’s stockholders and shall be entitled to such number of votes equal to the number of shares

of Common Stock such shares of Series D-1 Preferred Stock are convertible into at such time, taking into account the beneficial ownership

limitations set forth in the governing Certificate of Designation.

The conversion ratio of the Series D-1 Preferred Stock is subject to

adjustment in the event of stock splits, stock dividends, combination of shares and similar recapitalization transactions.

commenced an exchange with holders of Series D Convertible Preferred Stock pursuant to which the holders of the Company’s outstanding

shares of Series D Preferred Stock acquired in the Merger could exchange such shares for shares of the Company’s Series D-1 Preferred

Stock on a one-for-one basis.

As of March 31, 2025 and December 31, 2024, 5,000,000 Series

D-1 Preferred Stock was designated;

834 and 834 shares remained issued and outstanding.

On February 11, 2025, the board of directors approved

a special cash dividend of $ 0.32 per share payable on March 3, 2025, to holders of common stock and certain warrant holders as of close

of business on February 24, 2025.

The Company’s Series D-1 Convertible

Preferred Stock (“Series D-1 Preferred Stock”) was established on November 22, 2013.

Each share of Series D-1 Preferred Stock

has a stated value of $ 0.0001 per share and is convertible into 10 over 1,373 of a share of Common Stock.

Upon the liquidation, dissolution

or winding up of the Company’s business, each holder of Series D-1 Preferred Stock shall be entitled to receive, for each share

of Series D-1 Preferred Stock held, a preferential amount in cash equal to the greater of (i) the stated value or (ii) the amount the

holder would receive as a holder of Common Stock on an “as converted” basis.

Each holder of Series D-1 Preferred Stock shall

be entitled to vote on all matters submitted to the Company’s stockholders and shall be entitled to such number of votes equal to

the number of shares of Common Stock such shares of Series D-1 Preferred Stock are convertible into at such time, taking into account

the beneficial ownership limitations set forth in the governing Certificate of Designation.

The conversion ratio of the Series D-1 Preferred

Stock is subject to adjustment in the event of stock splits, stock dividends, combination of shares and similar recapitalization transactions.

The Company commenced an exchange with holders of Series D Convertible Preferred Stock pursuant to which the holders of the Company’s

outstanding shares of Series D Preferred Stock acquired in the Merger could exchange such shares for shares of the Company’s Series

D-1 Preferred Stock on a one-for-one basis.

As of June 30, 2025 and December 31, 2024,

5,000,000 Series D-1 Preferred Stock was designated; 834 and 834 shares remained issued and outstanding.

On February 11, 2025, the board of directors

approved a special cash dividend of $ 0.32 per share payable on March 3, 2025, to holders of common stock and certain warrant holders as

of close of business on February 24, 2025.

Cash dividends paid in 2025 totaled $ 7 million and have been charged to accumulated deficit.

Treasury Stock

There are 60,148 shares of treasury stock as of March 31, 2025.

A summary of warrant activity for the three months ended March 31,

2025, is presented below:

Warrants Weighted Average Exercise Price Total Intrinsic Value Weighted Average Remaining Contractual Life

There are 60,148 shares of treasury stock as of June 30, 2025.

A summary of warrant activity for the six months ended June 30, 2025, is presented below:

Weighted Weighted

Exercise Total Intrinsic Contractual

Warrants Price Value (in years)

Outstanding as of December 31, 2024 444,796 $ 29.25 -

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Expired ( 87,598 ) $ 28.74 -

Outstanding as of March 31, 2025 8,175,188 $ 5.26 -

Restricted Stock Awards and Stock Options

On October 7, 2022, the Company adopted the 2022

Equity Incentive Plan (“2022 Plan”).

The 2022 Plan provided for the issuance of up to 1,100,000 shares in the form of stock

options, stock appreciation rights, restricted stock, restricted stock units, and other stock-based awards.

The 2022 Plan expires on January

1, 2032, and is administered by Dominari Holdings Board of Directors.

Exercised ( 591,885 ) 3.94

Outstanding as of June 30, 2025 7,517,421 $ 5.22 -

Restricted Stock Awards

and Stock Options

On October 7, 2022, the Company adopted

the 2022 Equity Incentive Plan (“2022 Plan”).

The 2022 Plan provided for the issuance of up to 1,100,000 shares in the form

of stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock-based awards.

The 2022 Plan expires

on January 1, 2032, and is administered by Dominari Holdings Board of Directors.

On February 10, 2025, the Company issued

50,000 shares of the Company’s common stock under the Company’s 2022 Equity Incentive Plan.

Upon issuance, the shares were fully-vested

and nonforfeitable with a total fair value $ 308,000 .

Upon issuance, the shares were

fully-vested and nonforfeitable with a total fair value $ 308,000 .

On February 10, 2025 the Company issued

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Christopher Devall under the Company’s 2022 Equity Incentive Plan.

Upon issuance,

the shares were fully-vested and nonforfeitable with a total fair value $ 2.1 million.

On February 14, 2025 in connection with the closing of the PIPE, the

Committee determined that it is in the best interests of the Company and its stockholders to make a special equity grant to Messr.

Pursuant to the Committee’s decision, he received 500,000 shares of the Company’s common stock.

Upon issuance, the

shares were fully-vested and nonforfeitable with a total fair value of approximately $ 3.4 million.

On March 11, 2025, the Company executed grant

agreements with each of Messrs.

Upon issuance, the shares were fully-vested and nonforfeitable with a total fair value $ 2.1 million.

On February 12, 2025 in connection with

the closing of the PIPE, the Committee determined that it is in the best interests of the Company and its stockholders to make a special

equity grant to Messr.

Anthony Hayes.

Pursuant to the Committee’s decision, he received 500,000 shares of the Company’s common

Upon issuance, the shares were fully-vested and nonforfeitable with a total fair value of approximately $ 3.4 million.

On March 11, 2025, the Company executed

grant agreements with each of Messrs.

Anthony Hayes and Kyle Wool pursuant to their employment agreements with the Company, and in accordance

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Additionally,

on February 14, 2025 the Company granted an additional 500 k shares to Anthony Hayes and Kyle pursuant to their employment agreements

with the Company, and in accordance with the Company’s 2022 Equity Incentive Plan.

The shares were issued in April, 2025 following

a vote by the board and shareholders to approve the additional shares.

on February 10, 2025, the Company granted an additional 5 million fully vested nonqualified stock options (each, a “Performance

Award” and collectively, the “Performance Awards”) each to Anthony Hayes and Kyle Wool conditioned upon either the Company’s

shareholders approving the Performance Awards or approving an increase in the share reserve of the Company’s 2022 Equity Incentive

Plan (the “Plan”) such that the full number of shares underlying the Performance Awards could be delivered under the Plan.

On April 1, 2025, following a special meeting of shareholders, the Company’s shareholders voted to approve an increase in the Plan’s

share reserve allowing the Performance Awards to be delivered under the Plan.

As of June 30, 2025, the Company recorded an expense of

$ 26.1 million for the Performance Awards.

See Restricted Stock roll-forward below.

A summary of restricted stock awards activity for the three months

ended March 31, 2025, is presented below:

A summary of restricted stock awards activity for the six months ended June 30, 2025, is presented below:

Nonvested at December 31, 2024

( 1,210,969 )

Nonvested at March 31, 2025

Stock-based compensation associated with the amortization

of restricted stock awards expense was approximately $ 7,644,000 and $ 75,000 for the three months ended March 31, 2025, and 2024, respectively.

All stock compensation was recorded as a component of general and administrative expenses.

As of March 31, 2025, there is approximately $ 36,000 unrecognized stock-based

compensation expense related to restricted stock awards.

Nonvested at June 30, 2025

Stock-based compensation associated with

the amortization of restricted stock awards expense was approximately $ 7,657,000 and $ 75,000 for the six months ended June 30, 2025, and

2024, respectively.

Stock-based compensation associated with the amortization of restricted stock awards expense was approximately $ 12,000

and $ 75,000 for the three months ended June 30, 2025, and 2024, respectively All stock compensation was recorded as a component of general

and administrative expenses.

As of June 30, 2025, there is approximately $ 25,000 unrecognized

stock-based compensation expense related to restricted stock awards.

Stock Options

A summary of option activity under the Company’s stock option

plan for the three months ended March 31, 2025, is presented below:

Weighted Remaining

Number of Average Total Intrinsic Contractual

A summary of option activity under the Company’s

stock option plan for the six months ended June 30, 2025, is presented below:

Weighted Total Remaining

Number of Average Intrinsic Contractual

Shares Exercise Price Value Life (in years)

Outstanding as of December 31, 2024 376,654 $ 4.29 $ -

Employee options granted 10,000,000 $ 3.85 9.8

Employee options expired ( 103,334 ) $ 3.21

Employee options forfeited ( 307,560 ) $ 3.47 $ 47,267 -

Outstanding as of March 31, 2025 39,274 $ 11.38 $ -

Outstanding as of June 30, 2025 10,346,654 $ 3.87 $ 123,633 9.7

Options vested and exercisable 10,212,604 $ 3.87 $ 74,615 9.7

Stock-based compensation associated with the amortization

of stock option expense was approximately $ 37,500 and $ 0.1 million for the three months ended March 31, 2025, and 2024, respectively.

All stock compensation was recorded as a component of general and administrative expenses.

Estimated future stock-based compensation expense relating to unvested

stock options is approximately $ 100,000 .

The following table presents our total revenue

disaggregated by revenue type for the three months ended March 31, 2025 and 2024 (in thousands):

Stock-based compensation associated with

the amortization of stock option expense was approximately $ 26,198,600 and $ 0.1 million for the three months ended June 30, 2025, and

2024, respectively.

Stock-based compensation associated with the amortization of stock option expense was approximately $ 33,855,000 and

$ 0 million for the six months ended June 30, 2025, and 2024, respectively.

All stock compensation was recorded as a component of general

and administrative expenses.

Estimated future stock-based compensation expense relating

to unvested stock options is approximately $ 68,000 .

Non-controlling Interest

As previously discussed, the Company owns 90 %

of AV Manager and AV Investment Manager, the remaining 10 % is owned by non-controlling parties.

As such, 10 % of any profits earned by

these entities are attributable to non-controlling interests and are presented in the statement of changes in equity.

After June 30, 2025

the entire amount of $ 1.05 million attributable to non-controlling interests was distributed.

The following table presents our total revenue disaggregated

by revenue type for the three and six months ended June 30, 2025 and 2024 (in thousands):

Three Months Ended

Six Months Ended

Account advisory and management fees

Carried interest fees

Commitments and Contingencies

Legal Proceedings

The Company may be subject to certain legal and

other claims that arise in the ordinary course of its business.

In particular, the Company and its subsidiaries may be named in and subject

to various proceedings and claims arising primarily from the Company’s securities business activities, including lawsuits, arbitration

claims, class actions, and regulatory matters.

Some of these claims may seek substantial compensatory, punitive, or indeterminate damages.

The Company and its subsidiaries may also be subject to other reviews, investigations, and proceedings by governmental and self-regulatory

organizations regarding the Company’s business, which may result in adverse judgments, settlements, fines, penalties, injunctions,

and other relief.

Due to the inherent difficulty of predicting the outcome of litigation and other claims the Company cannot state with

certainty what the eventual outcome of potential litigation or other claims will be.

Notwithstanding this uncertainty, the Company does

not believe that the results of these claims are likely to have a material effect on its financial position or results of operations.

In March 2024, the Company received a notice of

petition of a filed action seeking relief related to the hiring in March 2024 of new registered representatives from the representatives’

The Company may be subject to certain

legal and other claims that arise in the ordinary course of its business.

In particular, the Company and its subsidiaries may be named

in and subject to various proceedings and claims arising primarily from the Company’s securities business activities, including

lawsuits, arbitration claims, class actions, and regulatory matters.

Some of these claims may seek substantial compensatory, punitive,

or indeterminate damages.

The Company and its subsidiaries may also be subject to other reviews, investigations, and proceedings by governmental

and self-regulatory organizations regarding the Company’s business, which may result in adverse judgments, settlements, fines, penalties,

injunctions, and other relief.

Due to the inherent difficulty of predicting the outcome of litigation and other claims the Company cannot

state with certainty what the eventual outcome of potential litigation or other claims will be.

In March 2024, the Company received a

notice of petition of a filed action seeking relief related to the hiring in March 2024 of new registered representatives from the representatives’

former employer.

7 unchanged sentences

has not recorded a loss contingency for the aforementioned claim.

In the past, in the ordinary course of business,

the Company actively pursued legal remedies to enforce its intellectual property rights and to stop unauthorized use of the Company’s

Other than ordinary routine litigation incidental to the business, the Company is not aware of any material, active or pending

legal proceedings brought against it.

Dominari Securities, the Company’s broker-dealer

subsidiary, is registered with the SEC as an introducing broker-dealer and is a member of FINRA.

The Company’s broker-dealer subsidiary

is subject to SEC Uniform Net Capital Rule (Rule 15c3-1) which requires the maintenance of minimum net capital and requires that the ratio

of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1.

As such, the subsidiary is subject to the minimum

net capital requirements promulgated by the SEC and has elected to calculate minimum capital requirements using the basic method permitted

by Rule 15c3-1.

As of March 31, 2025, Dominari Securities had net capital of approximately $ 9.39 million, which was approximately $ 8.98

In the past, in the ordinary course of

business, the Company actively pursued legal remedies to enforce its intellectual property rights and to stop unauthorized use of the

Company’s technology.

Other than ordinary routine litigation incidental to the business, the Company is not aware of any material,

active or pending legal proceedings brought against it.

Dominari Securities, the Company’s

broker-dealer subsidiary, is registered with the SEC as an introducing broker-dealer and is a member of FINRA.

The Company’s broker-dealer

subsidiary is subject to SEC Uniform Net Capital Rule (Rule 15c3-1) which requires the maintenance of minimum net capital and requires

that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1.

As such, the subsidiary is subject

to the minimum net capital requirements promulgated by the SEC and has elected to calculate minimum capital requirements using the basic

method permitted by Rule 15c3-1.

As of June 30, 2025, Dominari Securities had net capital of approximately $ 16.77 million, which was approximately$ 15.68

million in excess of net capital requirement of $ 1.09 million.

Related Party Transaction

In 2021, the Company engaged the services of Revere

Securities, LLC (“Revere”) to assist in the management and building of the Company’s investment processes.

one of the Company’s board members, was previously a member of the board of directors of Revere until June 2023, and currently holds

approximately 30 % of Revere’s outstanding equity.

From time to time, Company participates in offerings of securities as an underwriter

in transactions in which Revere is also participating as an underwriter.

On such transactions, the Company earned $ 368,000 and $ 20,000

in the three months ending March 31, 2025 and 2024, respectively.

The Company incurred fees on behalf of Series

which were intended for future expenses of each Series entity.

As of March 31, 2025, such amount was approximately $ 52,000 and is included

in other current liabilities on the accompanying consolidated balance sheet.

During the year December 31, 2024, the Company

entered into employee loans with various employees totaling $ 2.4 million.

The terms of the loan agreements range from 3 years to 7 years,

with an average annual interest rate of approximately 3.2 .

The total interest received for the period ended March 31, 2025 was approximately

As of March 31, 2025, the total outstanding balance of the employee loans was $ 2.0 million included in loans to employees on

the accompanying consolidated balance sheet.

Certain of the Company’s investments are

made through related party special purpose vehicles.

These are included within Note 5 of the consolidated financial statements and include

the following investments:

investment in Revere Master SPV Series 1 (Qxpress Pte Ltd), investment in Dominari Master SPV LLC Series VI

xAI), investment in Dominari Master SPV LLC Series XI (Cerebras Systems Inc.), and investment in Dominari Master SPV

LLC Series XII (Groq, Inc.).

The Company earns revenues for managing certain

pooled investment vehicles which are related parties.

These include the entirety of the management fee revenues ($ 0.1 million) included

within the advisory and management fees caption within the statement of operations.

As of March 31, 2025, the total amount of contract

liabilities disclosed in Note 2 represented amounts received in advance of revenue earned on managing such related party investment vehicles.

In addition to managing these related party pooled investment vehicles, the Company also acts as placement agent and earns placement fees,

of which $ 2.8 million is included in underwriting revenues.

Additionally, on February 4, 2025 the Company

deposited $ 2.5 million from brokerage accounts on behalf of SPV Series XII for the purchase of 1,752 .

shares of xAI common stock.

is amount is reflected in the due from related party balance on the consolidated balance sheet.

The deposit was subsequently repaid to

the Company during April, 2025.

In 2021, the Company engaged the services

of Revere Securities, LLC (“Revere”) to assist in the management and building of the Company’s investment processes.

Kyle Wool, one of the Company’s board members, was previously a member of the board of directors of Revere until June 2023, and

held approximately 30 % of Revere’s outstanding equity until May 20, 2025.

From time to time, Company participates in offerings of

securities as an underwriter in transactions in which Revere is also participating as an underwriter.

On such transactions, the Company

earned $ 310,405 and $ 103,470 in the three months ending June 30, 2025 and 2024, respectively.

On such transactions, the Company earned

$ 318,405 and $ 123,470 in the six months ending June 30, 2025 and 2024, respectively.

As of May 20, 2025, Kyle Wool no longer holds an

equity interest in Revere.

The Company collected fees on behalf of

Series which were intended for future expenses of each Series entity.

As of June 30, 2025, such amount was approximately $ 53,000 and is

included in other current liabilities on the accompanying consolidated balance sheet.

During the year ended December 31, 2024,

the Company entered into employee loans with various employees totaling $ 2.4 million.

The terms of the loan agreements range from 3 years

to 7 years, with an average annual interest rate of approximately 3.2 %.

The total interest received for the period ended June 30, 2025

was approximately $ 41,000 .

As of June 30, 2025, the total outstanding balance of the employee loans was $ 1.87 million included in loans

to employees on the accompanying consolidated balance sheet.

Certain of the Company’s investments

are made through related party special purpose vehicles.

These are included within Note 5 of the consolidated financial statements and

include the following investments:

investment in Revere Master SPV Series 1 (Qxpress Pte Ltd), investment in Revere Master SPV Series

VI (TessPay, Inc.), investment in Dominari Master SPV LLC Series VI (X.AI Corp.

xAI), investment in Dominari Master SPV LLC Series

XI (Cerebras Systems Inc.), and investment in Dominari Master SPV LLC Series XII (Groq, Inc.).

The Company earns revenues for managing

certain pooled investment vehicles which are related parties.

These include the entirety of the management fee revenues ($ 0.2 million)

included within the advisory and management fees caption within the statement of operations.

As of June 30, 2025, the total amount of

contract liabilities disclosed in Note 2 represented amounts received in advance of revenue earned on managing such related party investment

Segment Reporting

Operating segments are defined as components of an entity for which

discrete financial information is available that is regularly reviewed by the Chief Operating Decision Maker (“CODM”), who

is the Chief Executive Officer, in deciding how to allocate resources to an individual segment and in assessing performance.

Operating segments are defined as components

of an entity for which discrete financial information is available that is regularly reviewed by the Chief Operating Decision Maker (“CODM”),

who is the Chief Executive Officer , in deciding how to allocate resources to an individual segment and in assessing performance.

reviews financial information for the purposes of making operating decisions, allocating resources, and evaluating financial performance

7 unchanged sentences

The Legacy AIkido reportable business segment

includes Aikido Labs, which manages the investments holdings of the legacy entity.

Prior to the FPS Acquisition, the Company operated

as a single operating segment comprised of Legacy AIkido.

The CODM has access to and regularly reviews internal financial reporting

for each business and uses that information to make operational decisions and allocate resources.

Accounting policies applied by the reportable

segments are the same as those used by the Company and described in the “ Summary of Significant Accounting Policies.

The measures of segment profitability that are

most relied upon by the CODM are gross revenue and net loss, as presented within the table below and reconciled to the statement of operations.

includes Dominari Labs (formerly Aikido Labs), which manages the investments holdings of the legacy entity.

Prior to the FPS Acquisition,

the Company operated as a single operating segment comprised of Legacy AIkido.

The CODM has access to and regularly reviews

internal financial reporting for each business and uses that information to make operational decisions and allocate resources.

policies applied by the reportable segments are the same as those used by the Company and described in the “ Summary of Significant

Accounting Policies.

The measures of segment profitability

that are most relied upon by the CODM are gross revenue and net loss, as presented within the table below and reconciled to the statement

of operations.

Additionally, the CODM views the expenses listed below to be significant in their analysis.

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Operating Costs

2 unchanged sentences

Data processing

Other (income)/expenses

Loss from operations

Other (expenses) income

Interest income

Gain on marketable securities

Change in fair value of investments

Total other (expenses) income

Noncontrolling interests

Net gain attributable to common stock holders of Dominari Holdings

Six Months Ended June 30, 2025

Operating Costs

Compensation and benefits

Professional and consulting fees

Data processing

Other expenses

6 unchanged sentences

Total other (expenses) income

Three Months Ended March 31, 2024

Noncontrolling interests

Net gain attributable to common stock holders of Dominari Holdings

Three Months Ended June 30, 2024

Dominari Financial

Legacy AIkido Pharma

Operating Costs

10 unchanged sentences

Total other (expenses) income

Six Months Ended June 30, 2024

Operating Costs

Compensation and benefits

Professional and consulting fees

Data processing

Other expenses

Loss from operations

Other (expenses) income

Interest income

Gain on marketable securities

Unrealized loss on note receivable

Change in fair value of investments

Total other (expenses) income

The Company recorded no income tax expense for

the three months ended March 31, 2025 and 2024 because the estimated annual effective tax rate was zero .

the six months ended June 30, 2025 and 2024 because the estimated annual effective tax rate was zero .

In determining the estimated

annual effective income tax rate, the Company analyzes various factors, including projections of the Company’s annual earnings and

taxing jurisdictions in which the earnings will be generated, the impact of state and local income taxes, the ability to use tax credits

and net operating loss carry forwards, and available tax planning alternatives.

As of March 31, 2025, and December 31, 2024,

the Company provided a full valuation allowance against its net deferred tax assets since the Company believes it is more likely than

not that its deferred tax assets will not be realized.

annual effective income tax rate, the Company analyzes various factors, including projections of the Company’s annual earnings

and taxing jurisdictions in which the earnings will be generated, the impact of state and local income taxes, the ability to use tax

credits and net operating loss carry forwards, and available tax planning alternatives.

As of June 30, 2025, and December 31,

2024, the Company provided a full valuation allowance against its net deferred tax assets since the Company believes it is more likely

than not that its deferred tax assets will not be realized.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements