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Item 2. Management’s Discussion and Analysis

2025-08-11 compared with 2025-05-13 · 156 added, 104 removed, 78 unchanged (77% of the section changed)

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

You should read this discussion together with

the Financial Statements, related Notes and other financial information included elsewhere in this Form 10-Q.

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

You should read this discussion together

with the Financial Statements, related Notes and other financial information included elsewhere in this Form 10-Q.

All references to “we,”

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Dominari Financial Inc.

(“Dominari Financial”),

a wholly-owned subsidiary of Dominari Holdings Inc., executes the Company’s growth strategy in the financial services industry.

In addition to organic growth, Dominari Financial seeks partnership opportunities and acquisitions of third-party financial assets such

as registered investment advisors and businesses, broker dealers, asset management and fintech firms, and insurance brokers.

transaction in furtherance of our growth in the financial services industry, the acquisition of 100% of a dually-registered broker dealer

and investment advisor from Fieldpoint Private Bank & Trust (“Fieldpoint”), was consummated on March 27, 2023.

acquired dually registered broker-dealer and investment adviser was renamed Dominari Securities LLC (“Dominari Securities”)

Financial”), a wholly-owned subsidiary of Dominari Holdings Inc., executes the Company’s growth strategy in the financial

services industry.

In addition to organic growth, Dominari Financial seeks partnership opportunities and acquisitions of third-party financial

assets such as registered investment advisors and businesses, broker dealers, asset management and fintech firms, and insurance brokers.

Our first transaction in furtherance of our growth in the financial services industry, the acquisition of 100% of a dually-registered

broker dealer and investment advisor from Fieldpoint Private Bank & Trust (“Fieldpoint”), was consummated on March 27,

The newly acquired dually registered broker-dealer and investment adviser was renamed Dominari Securities LLC (“Dominari Securities”)

and is a wholly-owned subsidiary of Dominari Financial.

On October 13, 2023, the Company entered into

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

On October 13, 2023, the Company entered

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

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

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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.

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”) and was assigned ninety percent (90%) Membership Interest in each, which are both ninety percent (90%) majority

owned subsidiaries of the Company and whose operations are included within the consolidated financial statements of Dominari Holdings

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

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.

Critical Accounting Estimates

We prepare our condensed consolidated financial

statements in accordance with GAAP.

The preparation of these condensed consolidated financial statements in conformity with GAAP requires

us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and

liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the

reporting period.

We base our estimates on historical experience and other assumptions that we believe are reasonable under the circumstances.

We prepare our condensed consolidated

financial statements in accordance with GAAP.

The preparation of these condensed consolidated financial statements in conformity with

GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent

assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses

during the reporting period.

We base our estimates on historical experience and other assumptions that we believe are reasonable under

the circumstances.

Our actual results could differ significantly from these estimates under different assumptions and conditions.

There have been no material changes to our critical accounting estimates

as compared to the critical accounting estimates discussed in the Form 10-K.

Refer to Note 3 of the Annual Report for a discussion of our significant

accounting policies.

There have been no material changes to

our critical accounting estimates as compared to the critical accounting estimates discussed in the Form 10- K.

Refer to Note 3 of the Annual Report for a discussion of our

significant accounting policies.

Recently Issued Accounting Pronouncements

See Note 3 to the unaudited condensed consolidated financial statements

for a discussion of recent accounting standards.

See Note 3 to the unaudited condensed consolidated financial

statements for a discussion of recent accounting standards.

Results of Operations

Three months ended March 31, 2025, compared to the three months

ended March 31, 2024

During the three months ended March 31, 2025 and

2024, we recognized approximately $8.1 million and $1.4 million in revenue from operations, respectively, primarily driven by the commissions

and underwriting revenue earned by Dominari Securities and Dominari Manager LLC (“Manager”).

During the three months ended

March 31, 2025 and 2024, we incurred a loss from operations of approximately $32.0 million and $2.8 million, respectively.

in losses from operations was primarily driven by increases in general and administrative costs and expenses, specifically increases in

stock based compensation expense of $7.7 million of restricted stock and $20.9 million of advisory agreement shares issued compared to

$187k during the same quarter in the prior year.

During the three months ended March 31, 2025 and 2024, other expenses

was approximately $0.5 million and $2.6 million, respectively.

The activity described above for the three months

ended March 31, 2025 and 2024, is primarily a result of the Company’s continued increase in activities related to the financial

Three months ended June 30, 2025, compared to the three

months ended June 30, 2024

During the three months ended June 30,

2025 and 2024, we recognized approximately $34.1 million and $6.2 million in revenue from operations, respectively, primarily driven by

the commissions and underwriting revenue earned by Dominari Securities and Dominari Manager LLC (“Manager”).

During the three

months ended June 30, 2025 we incurred net income of approximately $16.6 million and during the three months ended June 30, 2024, we incurred

a net loss of approximately $6.1 million.

The change in net income from operations was primarily driven by increases in overall revenues

and unrealized gain on long term investments offset by increases in general and administrative costs and expenses, specifically increases

in stock based compensation expense of $26 million for stock options granted and $15 million increase in commissions expense.

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

income (expenses) was approximately $37.1 million and ($3.3) million, respectively.

The activity described above for the three

months ended June 30, 2025 and 2024, is primarily a result of the Company’s continued increase in activities related to the financial

services industry, overall volatility in investment valuations due to macroeconomic uncertainty impacting marketable securities and the

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Specifically:

Marketable securities - we recognized a realized loss of approximately

$1 million for the three months ended March 31, 2025.

We also recognized an unrealized gain of approximately $210,000 and dividend income

of $96,000 for the three months ended March 31, 2025.

The decrease of approximately $1.6 million in realized gains over the three months

ended March 31, 2024, was driven by both market volatility and an decrease in sale activity resulting in less realized gains.

Notes receivable - we recognized $0.2 million realized and unrealized gain over the three months ended March 31, 2025, versus $0.9

million loss during the three months ended March 31, 2024 on notes receivable.

Long-term equity investments - changes over the three months ended March 31, 2025 and 2024 are a function

of observable market transactions which resulted in a increase of approximately $0.3 million on the adjusted carrying value of the investments

for the three months ended March 31, 2025, which is an increase of approximately $2.8 million from the three months ended March 31, 2024.

Marketable securities - We recognized an unrealized gain of approximately $5.0 million and realized gain of approximately $30,000

for the three months ended June 30, 2025.

The increase of approximately $5.0 million in realized and unrealized gains over the three months

ended June 30, 2024, was driven by both market volatility and a fair market value adjustment on warrants held by Dominari Securities.

Long-term equity investments - changes over the three months ended June 30, 2025 and 2024 are a function of observable market transactions

which resulted in a increase of approximately $31.7 million on the adjusted carrying value of the investments for the three months ended

June 30, 2025, which is an increase of approximately $35.0 million from the three months ended June 30, 2024 primarily driven by a markup

of the investment in American Bitcoin Corp.

Six months ended June 30, 2025, compared to the six months

ended June 30, 2024

During the six months ended June 30, 2025

and 2024, we recognized approximately $42.2 million and $7.5 million in revenue from operations, respectively, primarily driven by the

commissions and underwriting revenue earned by Dominari Securities and Dominari Manager LLC (“Manager”).

During the six months

ended June 30, 2025 and 2024 we incurred net losses of approximately $15.9 million and $11.6 million, respectively.

The change in net

losses was primarily driven by one-time stock-based compensation paid to external advisors and management of the Company offset by overall

revenues and unrealized gain on long term investments.

During the six months ended June 30, 2025 and 2024, other income

(expenses) was approximately $36.6 million and ($6.0) million, respectively.

The activity described above for the six

months ended June 30, 2025 and 2024, is primarily a result of the Company’s continued increase in activities related to the financial

services industry, overall volatility in investment valuations due to macroeconomic uncertainty impacting marketable securities and the

change in carrying value of long-term equity investments.

Specifically:

Marketable securities - We recognized realized gains of approximately $1.4 million and unrealized loss of approximately $5.2 million

and dividend income of $193,000 for the six months ended June 30, 2025.

The increase of approximately $3.5 million in realized and unrealized

gains over the six months ended June 30, 2024, was driven by both market volatility and a fair market value adjustment on warrants held

by Dominari Securities..

Notes receivable - we recognized $0.2 million realized and unrealized gain over the six months ended June 30, 2025, versus $1.7 million

loss during the six months ended June 30, 2024 on notes receivable.

Long-term equity investments - changes over the three months ended June 30, 2025 and 2024 are a function of observable market transactions

which resulted in a increase of approximately $32.0 million on the adjusted carrying value of the investments for the six months ended

June 30, 2025, which is an increase of approximately $37.8 million from the six months ended June 30, 2024.

Liquidity and Capital Resources

We continue to incur ongoing administrative and other expenses, including

public company expenses.

While we continue to implement our business strategy, we intend to finance our activities through:

We continue to incur ongoing administrative

and other expenses, including public company expenses.

While we continue to implement our business strategy, we intend to finance our

activities through:

● managing current cash and cash equivalents on hand from our past debt and equity offerings;

● seeking additional funds raised through the sale of additional securities in the future;

● seeking additional funds raised through the sale of additional securities in the future; and

● seeking additional liquidity through credit facilities or other debt arrangements.

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sustain operations that we need to execute our longer-term business plan to support our transition into the financial services industry.

Our working capital amounted to approximately $28.5 million as of March 31, 2025.

Our working capital amounted to approximately $43.8 million as of June 30, 2025.

We believe our cash and cash equivalents and marketable

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resulting from being a publicly traded company or from continuing operations.

Our ability to obtain capital to implement our

growth strategy over the longer term will depend on our future operating performance, financial condition and, more broadly, on the availability

of equity and debt financing.

Capital availability will be affected by prevailing conditions in our industry, the global economy, the

global financial markets, and other factors, many of which are beyond our control.

Specifically, as a result of recent volatility and

weakness in the public markets, due to, among other factors, uncertainty in the global economy and financial markets, it may be much more

difficult to raise additional capital, if and when it is needed, unless the public markets become less volatile and stronger at such time

that we seek to raise additional capital.

In addition, any additional debt service requirements we take on could be based on higher interest

rates and shorter maturities and could impose a significant burden on our results of operations and financial condition, and the issuance

of additional equity securities could result in significant dilution to stockholders.

Our ability to obtain capital to implement

our growth strategy over the longer term will depend on our future operating performance, financial condition and, more broadly, on the

availability of equity and debt financing.

Capital availability will be affected by prevailing conditions in our industry, the global

economy, the global financial markets, and other factors, many of which are beyond our control.

Specifically, as a result of recent volatility

and weakness in the public markets, due to, among other factors, uncertainty in the global economy and financial markets, it may be much

more difficult to raise additional capital, if and when it is needed, unless the public markets become less volatile and stronger at such

time that we seek to raise additional capital.

In addition, any additional debt service requirements we take on could be based on higher

interest rates and shorter maturities and could impose a significant burden on our results of operations and financial condition, and

the issuance of additional equity securities could result in significant dilution to stockholders.

The following table summarizes our net cash flows

from operating, investing and financing activities for the periods indicated (in thousands):

As of June 30,

Cash provided by (used in)

Operating activities

Investing activities

Financing activities

Net increase in cash

Cash Flows from Operating Activities

For the three months ended March 31, 2025 and

2024, net cash provided by/(used in) operations was approximately $1.2 million and $(8.6) million, respectively.

The cash provided by

operating activities for the three months ended March 31, 2025, is primarily attributable to decreases in receivable from clearing brokers

For the six months ended June 30, 2025

we generated $882,000 in operations as compared to cash flow use of $7,185,000 for the six months ended June 30, 2024 The cash provided

by operating activities for the six months ended June 30, 2025, is primarily attributable to increases in receivable from clearing brokers

of $2.3 million, increase in accrued commissions of $10.9 million, increase in stock based comp of $53.8 million, changes in operating

assets and liabilities of approximately $1.7 million, realized loss on marketable securities of approximately $1.4 million, offset by

a net loss of approximately $32.4 million and increase in due from related party of $2.5 million.

The cash used in operating activities

for the three months ended March 31, 2024, is primarily attributable to a net loss of approximately $5.4 million, approximately $0.5 million

of unrealized gain on marketable securities increase in clearing broker deposits of $6.4 million, partially offset by change in carrying

value of long term investments of approximately $2.5 million, and changes in operating assets and liabilities of $1.3 million.

assets and liabilities of approximately $2.5 million, net realized and unrealized gain on marketable securities of approximately $4.1

million, offset by a net gain on long term investments of $32.0 million, increases in prepaid expenses and other assets of approximately

$10.4 million, and net loss of approximately $15.9 million.

The cash used in operating activities for the six months ended June 30, 2024,

is primarily attributable to a net loss of approximately $11.6 million, approximately $2.9 million of unrealized gain on marketable securities,

increase in clearing broker deposits of $5.7 million, partially offset by approximately $3.3 million of realized gain on marketable securities,

the change in carrying value of long term investments of approximately $5.4 million, and changes in operating assets and liabilities of

$2.1 million.

Cash Flows from Investing Activities

For the three months ended March 31, 2025 and

2024, net cash (used in) provided by investing activities was approximately $(5.4) million and $7.7 million, respectively.

The cash used

in investing activities for the three months ended March 31, 2025, primarily resulted from our purchases of marketable securities of approximately

$9.6 million, partially offset by sale of marketable securities of $1.0 million collection of principal on notes receivable of $1.1 million,

sale of long term investments $0.5 million and collection of principal from employee loans of $0.1 million.

The cash provided by investing

activities for the three months ended March 31, 2024, primarily resulted from our sale of marketable securities of approximately $8.8

million and collection of principal on notes receivable $0.2 million, partially offset by funds to employee loans $(1.3) million.

For the six months ended June 30, 2025

and 2024, net cash (used in) provided by investing activities was approximately ($4.3) million and $10.2 million, respectively.

used in investing activities for the six months ended June 30, 2025, primarily resulted from our purchases of marketable securities of

approximately $13.2 million, partially offset by sale of marketable securities of $7.1 million collection of principal on notes receivable

of $1.1 million, sale of long term investments $0.5 million and collection of principal from employee loans of $0.3 million.

provided by investing activities for the six months ended June 30, 2024, primarily resulted from our sale of marketable securities of

approximately $11.6 million and collection of principal on notes receivable $0.5 million, and sale of long term investments of $3.5 million,

partially offset by funds to employee loans $(1.3) million and purchases of marketable securities of approximately $4.0 million.

Cash Flows from Financing Activities

For the three months ended March 31, 2025, cash

provided by financing activities was approximately $6.4 million, primarily driven by fund raising related to issuance of common stock

of $13.5 million, partially offset by payment of dividends $(7.1) million.

For the three months ended March 31, 2024, there are no cash

flows from financing activities.

Quantitative and Qualitative Disclosures About Market Risk.

For the six months ended June 30, 2025,

cash provided by financing activities was approximately $8.8 million, primarily driven by fund raising related to issuance of common stock

of $13.5 million and issuance of common stock for warrants exercised of $2.3 million, partially offset by payment of dividends $(7.1)

For the six months ended June 30, 2024, there are no cash flows from financing activities.

Subsequent to the end of the reporting period, the Company distributed approximately $1 million to holders of

non-controlling interests.

Quantitative and Qualitative

Disclosures About Market Risk.

Not Applicable.

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 2. Management’s Discussion and Analysis