4 unchanged sentences
(in thousands, except share and par value amounts)
−Removed: March 31, 2025 December 31, 2024
+Added: June 30, 2025 December 31, 2024
CURRENT ASSETS
Cash and cash equivalents $ 1,593 $ 1,445
−Removed: Accounts receivable, net of provision for credit losses of $ 978
+Added: Accounts receivable, net of provision for credit losses of $ 934 and $ 978 , respectively
Prepaid expenses and other current assets 1,243 2,117
34 unchanged sentences
Three Months Ended
+Added: June 30, Six Months Ended
+Added: 2025 2024 2025 2024
Sell-side advertising $ 2,483 $ 14,298 $ 4,511 $ 30,799
33 unchanged sentences
(in thousands except share data)
−Removed: Three Months Ended March 31, 2025
+Added: Six Months Ended June 30, 2025
Common Stock APIC Accumulated
9 unchanged sentences
Noncontrolling interest rebalancing — — — — ( 5,660 ) — 5,660 —
+Added: Balance, June 30, 2025 12,069,388 $ 12 10,448,000 $ 11 $ 2,775 $ ( 13,378 ) $ ( 14,001 ) $ ( 24,581 )
+Added: Three Months Ended June 30, 2025
+Added: Common Stock APIC Accumulated
+Added: Deficit Noncontrolling Interest Stockholders’
+Added: Class A Class B
+Added: Units Amount Units Amount
Balance, March 31, 2025 7,093,480 $ 7 10,798,000 $ 11 $ 3,776 $ ( 11,129 ) $ ( 15,980 ) $ ( 23,315 )
−Removed: Three Months Ended March 31, 2024
+Added: Stock-based compensation — — — — 389 — — 389
+Added: Issuance related to vesting of restricted stock units, net of tax withholdings 105,908 — — — — — — —
+Added: Conversion of Class B to Class A Common Stock 350,000 — ( 350,000 ) — ( 518 ) — 518 —
+Added: Issuance pursuant to the Equity Reserve Facility 4,520,000 5 — — 2,536 — — 2,541
+Added: Net loss — — — — — ( 2,249 ) ( 1,947 ) ( 4,196 )
+Added: Noncontrolling interest rebalancing — — — — ( 3,408 ) — 3,408 —
+Added: Balance, June 30, 2025 12,069,388 $ 12 10,448,000 $ 11 $ 2,775 $ ( 13,378 ) $ ( 14,001 ) $ ( 24,581 )
+Added: Six Months Ended June 30, 2024
Common Stock APIC Accumulated
10 unchanged sentences
Noncontrolling interest rebalancing — — — — ( 1,493 ) — 1,493 —
+Added: Balance, June 30, 2024 3,788,446 $ 4 10,868,000 $ 11 $ 3,444 $ ( 3,903 ) $ ( 10,065 ) $ ( 10,509 )
+Added: Three Months Ended June 30, 2024
+Added: Common Stock APIC Accumulated
+Added: Deficit Noncontrolling Interest Stockholders’
+Added: Class A Class B
+Added: Units Amount Units Amount
Balance, March 31, 2024 3,684,278 $ 4 10,868,000 $ 11 $ 3,441 $ ( 3,313 ) $ ( 7,671 ) $ ( 7,528 )
+Added: Stock-based compensation — — — — 158 — — 158
+Added: Issuance related to vesting of restricted stock units, net of tax withholdings 103,752 — — — — — — —
+Added: Stock options exercised 416 — — — 2 — — 2
+Added: Net loss — — — — — ( 590 ) ( 2,551 ) ( 3,141 )
+Added: Noncontrolling interest rebalancing — — — — ( 157 ) — 157 —
+Added: Balance, June 30, 2024 3,788,446 $ 4 10,868,000 $ 11 $ 3,444 $ ( 3,903 ) $ ( 10,065 ) $ ( 10,509 )
See accompanying notes to the unaudited condensed consolidated financial statements.
3 unchanged sentences
(in thousands)
−Removed: Three Months Ended March 31,
+Added: Six Months Ended June 30,
Cash Flows Used In Operating Activities:
24 unchanged sentences
Proceeds from line of credit — 6,700
+Added: Payments on shares withheld for taxes — ( 551 )
Payment of expenses for Equity Reserve Facility ( 198 ) —
1 unchanged sentence
Payment of deferred financing cost ( 46 ) —
+Added: Payments on financed insurance premiums ( 114 ) —
Proceeds from options exercised — 82
4 unchanged sentences
Cash and cash equivalents, end of the period $ 1,593 $ 1,069
−Removed: Supplemental Disclosure of Cash Flow Information:
−Removed: Cash paid for taxes $ 19 $ 28
−Removed: Cash paid for interest $ 92 $ 1,078
Non-cash Financing Activities:
−Removed: Common stock issued for subscription receivable $ 90 $ —
+Added: Financed insurance premiums $ 291 $ —
See accompanying notes to the unaudited condensed consolidated financial statements.
16 unchanged sentences
Direct Digital Holdings, Inc.
−Removed: owns 100 % of the voting interest in DDH LLC and as of March 31, 2025, it owns 39.6 % of the economic interest in DDH LLC.
+Added: owns 100 % of the voting interest in DDH LLC and as of June 30, 2025, it owns 53.6 % of the economic interest in DDH LLC.
See further discussion of the Up-C structure in Note 6 — Related Party Transactions.
18 unchanged sentences
The condensed consolidated balance sheet as of December 31, 2024 included herein was derived from audited financial statements but does not include all disclosures required by GAAP for complete financial statements.
−Removed: In the opinion of the Company’s management, the accompanying condensed unaudited consolidated financial statements contain all adjustments, consisting of items of a normal and recurring nature, necessary to present fairly the Company’s financial position as of March 31, 2025, the results of its operations for the three months ended March 31, 2025 and 2024, cash flows for the three months ended March 31, 2025 and 2024, and stockholders’ deficit for the three months ended March 31, 2025 and 2024.
−Removed: The results of operations for the three months ended March 31, 2025 are not necessarily indicative of the results to be expected for the full year.
+Added: In the opinion of the Company’s management, the accompanying condensed unaudited consolidated financial statements contain all adjustments, consisting of items of a normal and recurring nature, necessary to present fairly the Company’s financial position as of June 30, 2025, the results of its operations for the three and six months ended June 30, 2025 and 2024, cash flows for the six months ended June 30, 2025 and 2024, and stockholders’ deficit for the three and six months ended June 30, 2025 and 2024.
+Added: The results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the full year.
The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities, and related disclosures, as of the date of the financial statements, and the amounts of revenues and expenses reported during the period.
Actual results could differ from estimates.
−Removed: The accompanying condensed unaudited consolidated financial statements should be read in conjunction with the Company’s audited financial statements and the accompanying notes for the year ended December 31, 2024.
+Added: The accompanying condensed unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the accompanying notes for the year ended December 31, 2024.
The condensed consolidated financial statements include the accounts of Direct Digital Holdings, Inc.
30 unchanged sentences
The Company recognizes revenue at a point in time when an ad is delivered or displayed in response to a winning bid request from ad buyers.
+Added: Cash payments made to customers to support integration efforts and long-term contracts are recorded to prepaid expenses or other long-term assets (contract assets) and amortized to revenue over the term of the contract.
+Added: The Company recorded contract assets in prepaid expenses and other current assets for $ 0.3 million and $ 0 and in other long-term assets for $ 0.3 million and $ 0 as of June 30, 2025 and December 31, 2024, respectively.
Buy-side advertising
11 unchanged sentences
Cash payments received prior to the Company’s delivery of its services are recorded to deferred revenue until the performance obligation is satisfied.
−Removed: The Company recorded deferred revenue (contract liabilities) to account for billings in excess of revenue recognized, primarily related to contractual minimums billed in advance and customer prepayment, of $ 0.6 million and $ 0.5 million as of March 31, 2025 and December 31, 2024, respectively.
−Removed: Revenue recognized during the three months ended March 31, 2025 and 2024 from amounts included within the deferred revenue balances at the beginning of each respective period amounted to $ 0.2 million and $ 0.4 million, respectively.
+Added: The Company recorded deferred revenue (contract liabilities) to account for billings in excess of revenue recognized, primarily related to contractual minimums billed in advance and customer prepayment, of $ 0.6 million and $ 0.5 million as of June 30, 2025 and December 31, 2024, respectively.
+Added: Revenue recognized during the six months ended June 30, 2025 and 2024 from amounts included within the deferred revenue balances at the beginning of each respective period amounted to $ 0.4 million and $ 0.4 million, respectively.
Accounting Standards Codification ("ASC") 606 provides various optional practical expedients.
The Company elected the use of the practical expedient relating to the disclosure of remaining performance obligations within a contract and will not disclose remaining performance obligations for contracts with an original expected duration of one year or less.
−Removed: As of March 31, 2025 and December 31, 2024, goodwill was $ 6.5 million, including amounts related to acquisitions in 2018 and in 2020.
−Removed: Goodwill is attributable to entry into new markets not previously accessible and generation of future growth opportunities.
−Removed: The Company expects to deduct goodwill for tax purposes in future years.
−Removed: Goodwill is assessed for impairment at least annually (December 31) starting with a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit containing goodwill is less than its carrying value.
+Added: As of June 30, 2025 and December 31, 2024, goodwill was $ 6.5 million, including amounts related to acquisitions in 2018 and in 2020.
+Added: The goodwill is deductible for tax purposes and is assessed for impairment at least annually (December 31) starting with a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit containing goodwill is less than its carrying value.
This qualitative assessment may include, but is not limited to, reviewing factors such as macroeconomic conditions, industry and market considerations, cost factors, entity-specific financial performance and other events, such as changes in our management, strategy and primary user base.
−Removed: If the Company determines that it is more likely than not that the fair value of a reporting
−Removed: unit is less than its carrying value, then a quantitative goodwill impairment analysis is performed.
+Added: If the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then a quantitative goodwill impairment analysis is performed.
Depending upon the results of the quantitative measurement, the recorded goodwill may be written down and an impairment expense is recorded in the condensed consolidated statements of operations when the carrying amount of the reporting unit exceeds the fair value of the reporting unit.
Goodwill is reviewed annually and tested for impairment upon the occurrence of a triggering event.
−Removed: The carrying value of the Company's sell-side reporting unit was negative as of March 31, 2025.
−Removed: Goodwill of $ 1.2 million as of March 31, 2025 is allocated to the sell-side reporting unit, which is included in the sell-side reportable segment.
−Removed: The Company also performed a qualitative goodwill impairment assessment on the buy-side reporting unit.
−Removed: The Company determined that there was no impairment of goodwill during the three months ended March 31, 2025 and 2024.
+Added: The carrying value of the Company's sell-side reporting unit was negative as of June 30, 2025.
+Added: Goodwill of $ 1.2 million as of June 30, 2025 is allocated to the sell-side reporting unit, which is included in the sell-side reportable segment.
+Added: The Company determined that there was no impairment of goodwill during the six months ended June 30, 2025 and 2024.
Intangible assets, net
6 unchanged sentences
ASC 360-10-15 requires the Company to group assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and evaluate the asset group against the sum of the undiscounted future cash flows to determine if a write-down to fair value is necessary.
−Removed: No impairment loss was recognized during the three months ended March 31, 2025 and 2024.
+Added: No impairment loss was recognized during the six months ended June 30, 2025 and 2024.
Stock-based compensation
12 unchanged sentences
federal income tax and certain state and local income taxes.
−Removed: Any taxable income or loss generated by the Company is allocated to holders of LLC units (“LLC Units”) in accordance with the Second Amended and Restated Limited Liability Company Agreement (“LLC Agreement”), and distributions to the owners of LLC Units in an amount sufficient to fund their tax obligations.
+Added: Any taxable income or loss generated by the Company is allocated to holders of LLC units (“LLC Units”) in accordance with the Second Amended and Restated Limited Liability Company Agreement (“LLC Agreement”), and distributions to the owners of LLC Units in an amount
+Added: sufficient to fund their tax obligations.
The Company is subject to U.S.
2 unchanged sentences
The Company made an election under Section 754 of the Code for each taxable year in which a redemption or exchange of LLC interest occurred.
−Removed: During the three months ended March 31, 2025, members of DDM exchanged 70,000 shares of Class B Common Stock into shares of Class A Common Stock.
−Removed: No shares were exchanged or converted during the three months ended March 31, 2024.
+Added: During the six months ended June 30, 2025, members of DDM exchanged 420,000 shares of Class B Common Stock into shares of Class A Common Stock.
+Added: No shares were exchanged or converted during the six months ended June 30, 2024.
Deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.
13 unchanged sentences
Accounts receivable balances are written off against the provision when the Company believes it is probable the receivable will not be recovered.
−Removed: For the three months ended March 31, 2025 and 2024, the Company's provision for credit losses net of recoveries, as reflected in the condensed consolidated statements of cash flows was $ 0 and less than $ 0.1 million, respectively.
+Added: For the six months ended June 30, 2025 and 2024, the Company's provision for credit losses net of recoveries, as reflected in the condensed consolidated statements of cash flows, was $ 0 and less than $ 0.1 million, respectively.
Concentrations of customers and suppliers
There is an inherent concentration of credit risk associated with accounts receivable arising from revenue from major customers on both the sell-side and buy-side of the business.
−Removed: For the three months ended March 31, 2025, three customers (one sell-side and two buy-side) accounted for 39 % of revenues.
−Removed: For the three months ended March 31, 2024, one sell-side customer represented 68 % of revenues.
−Removed: As of March 31, 2025 two customers (one sell-side and one buy-side) accounted for 29 % of accounts receivable.
+Added: For the three months ended June 30, 2025, two customers (one sell-side and one buy-side) accounted for 31 % of revenues.
+Added: For the three months ended June 30, 2024, one customer of the sell-side of the business accounted for 58 % of revenues.
+Added: For the six months ended June 30, 2025, three customers (one sell-side and two buy-side) accounted for 39 % of revenues.
+Added: For the six months ended June 30, 2024, one sell-side customer represented 62 % of revenues.
+Added: As of June 30, 2025 , one buy-side customer accounted for 14 % of accounts receivable.
As of December 31, 2024, three customers (two buy-side and one sell-side) accounted for 34 % of accounts receivable.
−Removed: As of March 31, 2025 and December 31, 2024, two vendors and one vendor each accounted for at least 10%, and collectively accounted for 26 % and 16 %, r espectively, of accounts payable.
+Added: As of June 30, 2025 and December 31, 2024 , two vendors and one vendor each accounted for at least 10%, and collectively accounted for 34 % and 16 %, respectively, of accounts payable.
Accrued liabilities
−Removed: The components of accrued liabilities on the condensed consolidated balance sheet as of March 31, 2025 and December 31, 2024 are as follows (in thousands):
+Added: The components of accrued liabilities on the condensed consolidated balance sheet as of June 30, 2025 and December 31, 2024 are as follows (in thousands):
2025 December 31,
11 unchanged sentences
Costs associated with debt offerings are amortized to interest expense using the straight-line method, which approximates the effective interest method, over the life of the debt.
−Removed: As of March 31, 2025 and December 31, 2024, $ 3.7 million and $ 4.2 million, respectively, of unamortized deferred financing costs are netted against debt in the condensed consolidated balance sheets.
−Removed: As of March 31, 2025 and December 31, 2024, less than $ 0.1 million and $ 0.1 million, respectively, of unamortized deferred financing costs are classified as prepaid expenses and other current assets in the condensed consolidated balance sheets.
+Added: As of June 30, 2025 and December 31, 2024, $ 3.2 million and $ 4.2 million, respectively, of unamortized deferred financing costs are netted against debt in the condensed consolidated balance sheets.
+Added: As of June 30, 2025 and December 31, 2024, $ 0 and $ 0.1 million, respectively, of unamortized deferred financing costs are classified as prepaid expenses and other current assets in the condensed consolidated balance sheets.
The Company records the differences between the face amount and the proceeds upon issuance of debt as a discount.
−Removed: As of March 31, 2025 and December 31, 2024, $ 0.5 million and $ 1.7 million, respectively, of unamortized debt discount related to the interest reserve added under the LS Amendment are netted against debt in the condensed consolidated balance sheets.
+Added: As of June 30, 2025 and December 31, 2024, $ 0 and $ 1.7 million, respectively, of unamortized debt discount related to the interest reserve added under the LS Amendment are netted against debt in the condensed consolidated balance sheets.
Fees that are directly associated with an equity offering are recorded to additional paid-in capital in the event the Company completes an equity issuance.
9 unchanged sentences
The carrying value of the Company’s debt approximates fair value due to the market rates of interest.
−Removed: Net income (loss) per share
−Removed: Basi c net income (loss) per share excludes dilution and is determined by dividing net income (loss) by the w eighted average number of common shares outstanding including participating securities during the period.
−Removed: Diluted net income per share attributable to common stockholders reflects the potential dilution that could occur if securities and other contracts to issue common stock were exercised or converted into common stock including stock options, restricted stock units and warrants using the treasury stock method.
+Added: Net loss per share
+Added: Basi c net loss per share excludes dilution and is determined by dividing net loss by the w eighted average number of common shares outstanding including participating securities during the period.
+Added: Diluted net income per share attributable to common stockholders reflects the potential dilution that could occur if securities and other contracts to issue common stock
+Added: were exercised or converted into common stock including stock options, restricted stock units and warrants using the treasury stock method.
Recent accounting pronouncements
4 unchanged sentences
The adoption of this ASU did not have a material impact on the Company's condensed consolidated financial statements.
−Removed: During the three months ended March 31, 2025, the Company entered into a joint venture, but no material activity has occurred to date.
+Added: During the six months ended June 30, 2025, the Company entered into a joint venture, but no material activity has occurred to date.
Accounting pronouncements not yet adopted
2 unchanged sentences
The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions and applies to all entities subject to income taxes.
−Removed: The new standard is effective for emerging growth companies for annual periods beginning after December 15, 2025.
−Removed: This accounting standard is effective in the first quarter of the Company's fiscal year ending December 31, 2026.
+Added: The new standard is effective for public entities for annual periods beginning after December 15, 2024, and early adoption is permitted.
The Company is currently evaluating the impact on the disclosures of the Company's condensed consolidated financial statements.
11 unchanged sentences
As discussed in Note 9 — Commitments and Contingencies, one of the Company’s sell-side customers paused its connection to the Company for a couple of weeks in May 2024, which reduced sell-side sales volumes.
−Removed: As of the date of this report, sell-side volumes related to this customer have resumed but not yet at the levels experienced prior to the pause in May 2024 which has created significant disruption in the Company’s sell-side business.
+Added: As of the date of this report, sell-side volumes have resumed but not yet at the levels experienced prior to the pause in May 2024 which has created significant disruption in the Company’s sell-side business.
The Company is actively working with its partners to achieve prior volume levels.
However, there can be no assurance that the Company will be able to achieve prior volume levels with its partners or on the timing of achieving such volume levels.
−Removed: Additionally, the Company (1) incurred a net loss of $ 5.9 million for the three months ended March 31, 2025 including the impact of the sell-side disruption described above, (2) reported an accumulated deficit of $ 11.1 million as of March 31, 2025, (3) reported cash and cash equivalents of $ 1.8 million as of March 31, 2025, (4) has borrowed $ 3.7 million as of March 31, 2025 and the date of this report, under the Credit Agreement (as defined below) which matures in July 2025 and (5) was notified by Nasdaq on October 18, 2024 that it was not in compliance with Nasdaq's minimum stockholders' equity requirements and is currently subject to a delisting letter and a hearings and appeal process.
+Added: Additionally, the Company (1) incurred a net loss of $ 10.1 million for the six months ended June 30, 2025 including the impact of the sell-side disruption described above, (2) reported an accumulated deficit of $ 13.4 million as of June 30, 2025, (3) reported cash and cash equivalents of $ 1.6 million as of June 30, 2025, (4) has borrowed $ 3.7 million as of June 30, 2025 under the Credit Agreement (as defined below) which matured in July 2025 and (5) was notified by Nasdaq on October 18, 2024 that it was not in compliance with Nasdaq's minimum stockholders' equity requirements and is currently subject to a delisting letter and a hearings and appeal process.
These factors raise substantial doubt about the Company’s ability to continue as a going concern over the next twelve months.
−Removed: The Company anticipates sources of liquidity to include cash on hand, cash flow from operations and cash generated from its sales under the Company's Equity Reserve Facility with New Circle Principal Investments LLC and has taken several actions to address liquidity concerns.
−Removed: These actions include (1) a plan to reduce expenses through a staff reduction, a pause on hiring and cost savings measures that was executed on July 1, 2024 with continuing cost savings impacts through March 31, 2025, (2) working with lenders to provide temporary various relief from debt covenants via amendments on October 15, 2024 and December 27, 2024 (see Note 3 — Long-Term Debt) while rebuilding sell-side volumes, (3) putting in place a program to raise capital through an Equity Reserve Facility with stock sales continuing into 2025 (see Note 4 — Stockholders’ Deficit and Stock-Based Compensation ) , and (4) a plan to achieve compliance with Nasdaq's minimum stockholders' equity requirement by raising additional funds in a registered or private offering.
+Added: The Company anticipates sources of liquidity to include cash on hand, cash flow from operations, cash generated from its sales under the Company's Equity Reserve Facility with New Circle Principal Investments LLC and cash generated from other potential sales of equity and/or debt securities and has taken several actions to address liquidity concerns.
+Added: These actions include (1) a plan to reduce expenses through a staff reduction, a pause on hiring and cost savings measures that was executed on July 1, 2024 with continuing cost savings impacts through June 30, 2025, (2) working with lenders to provide temporary various relief from debt covenants via amendments on October 15, 2024, December 27, 2024, July 17, 2025 and August 5, 2025 (see Note 3 — Long-Term Debt) while rebuilding sell-side volumes, (3) putting in place a program to raise capital through an Equity Reserve Facility with stock sales continuing into 2025 (see Note 4 — Stockholders’ Deficit and Stock-Based Compensation), and (4) a plan to achieve compliance with Nasdaq's minimum stockholders' equity requirement by raising additional funds in a registered or private offering.
There can be no assurance that the Company’s actions will be successful or that additional financing will be available when needed or on acceptable terms.
1 unchanged sentence
Note 3 — Long-Term Debt
−Removed: At March 31, 2025 and December 31, 2024, long-term debt consisted of the following (in thousands):
−Removed: March 31, 2025 December 31, 2024
+Added: At June 30, 2025 and December 31, 2024, long-term debt consisted of the following (in thousands):
+Added: June 30, 2025 December 31, 2024
2021 Credit Facility (1)
6 unchanged sentences
debt discount (2)
−Removed: ( 494 ) ( 1,671 )
Total long-term debt, net of deferred financing cost and debt discount 38,052 35,303
1 unchanged sentence
Total long-term debt, net of current portion, deferred financing cost and debt discount $ 33,510 $ 31,603
−Removed: (1) As of March 31, 2025 and December 31, 2024, amount includes an exit fee of $ 3.0 million, which is non-interest bearing and due at maturity or prepayment.
−Removed: (2) As of March 31, 2025 and December 31, 2024, amount includes $ 0.5 million and $ 1.7 million, respectively, for the interest reserve, pursuant to the LS Amendment, as defined below, net of amounts amortized for interest.
+Added: (1) As of June 30, 2025 and December 31, 2024, amount includes an exit fee of $ 3.0 million, which is non-interest bearing and due at maturity or prepayment.
+Added: (2) As of June 30, 2025 and December 31, 2024, amount includes $ 0 and $ 1.7 million, respectively, for the interest reserve, pursuant to the LS Amendment, as defined below, net of amounts amortized for interest.
The components of interest expense and related fees for long-term debt is as follows (in thousands):
Three Months Ended
+Added: June 30, Six Months Ended
+Added: 2025 2024 2025 2024
Interest expense – 2021 Credit Facility (1)
4 unchanged sentences
Total interest expense and amortization of deferred financing cost and debt discount $ 1,789 $ 1,358 $ 3,635 $ 2,655
−Removed: (1) For the three months ended March 31, 2025, the interest expense related to the 2021 Credit Facility was applied against the interest reserve, as described below, and included in amortization of deferred financing cost and debt discount in the condensed consolidated statement of cash flows.
+Added: (1) For the three and six months ended June 30, 2025, a portion of the interest expense related to the 2021 Credit Facility was applied against the interest reserve, as described below, and included in amortization of deferred financing cost and debt discount in the condensed consolidated statement of cash flows.
Lafayette Square
3 unchanged sentences
The loans under the 2021 Credit Facility bear interest at Term SOFR plus the applicable margin minus any applicable impact discount.
−Removed: Prior to entering into the Fifth Amendment as defined below, the applicable margin under the 2021 Credit Facility was based on the consolidated total net leverage ratio of the Company at a rate of 7.00 % per annum if the consolidated total net leverage ratio was less than or equal to 1.00 to 1.00 with gradual increases as the ratio increased up to 10.00 % per annum if the consolidated total net leverage ratio was
−Removed: greater than 3.50 to 1.00.
+Added: Prior to entering into the Fifth Amendment as defined below, the applicable margin under the 2021 Credit Facility was based on the consolidated total net leverage ratio of the Company at a rate of 7.00 % per annum if the consolidated total net leverage ratio was less than or equal to 1.00 to 1.00 with gradual increases as the ratio increased up to 10.00 % per annum if the consolidated total net leverage ratio was greater than 3.50 to 1.00.
After giving effect to the Fifth Amendment, the applicable margin under the 2021 Credit Facility is based on the consolidated total leverage ratio of the Company at a rate of 7.00 % per annum if the consolidated total leverage ratio is less than or equal to 1.00 to 1.00 with gradual increases as the ratio increases up to 10.00 % per annum if the consolidated total leverage ratio is greater than 3.50 to 1.00.
17 unchanged sentences
Lastly, a $ 3.0 million exit fee, which was fully earned upon execution of the LS Amendment and is payable directly to Lafayette Square at maturity or prepayment, was added to the term loan balance.
−Removed: The Company was in compliance with all the financial covenants under the 2021 Credit Facility, as amended, as of March 31, 2025.
+Added: The Company was in compliance with all the financial covenants under the 2021 Credit Facility, as amended, as of June 30, 2025.
The LS Amendment was accounted for as a modification.
In connection with the amendment, the $ 3.0 million exit fee was capitalized and is being amortized to interest expense using the straight-line method, which approximates the effective interest method, over the life of the debt, and fees paid to third parties totaling $ 0.1 million were expensed as incurred.
−Removed: At the Company's option, the Company may at any time prepay the outstanding principal balance of the 2021 Credit Facility in whole or in part, without fee, penalty or premium other than the $ 3.0 million exit fee due at maturity or
−Removed: prepayment, as defined under the LS Amendment.
+Added: At the Company's option, the Company may at any time prepay the outstanding principal balance of the 2021 Credit Facility in whole or in part, without fee, penalty or premium other than the $ 3.0 million exit fee due at maturity or prepayment, as defined under the LS Amendment.
The obligations under the 2021 Credit Facility are secured by senior, first-priority liens on all or substantially all assets of the Company.
−Removed: Additional deferred financing costs of less than $ 0.1 million and $ 0 were incurred during the three months ended March 31, 2025 and 2024, respectively.
−Removed: Unamortized deferred financing costs as of March 31, 2025 and December 31, 2024 were $ 3.7 million and $ 4.2 million , respectively.
−Removed: Unamortized debt discount related to the interest reserve added under the LS Amendment as of March 31, 2025 and December 31, 2024 was $ 0.5 million and $ 1.7 million, respectively.
−Removed: Accrued and unpaid interest was less than $ 0.1 million as of March 31, 2025 and December 31, 2024 .
+Added: Additional deferred financing costs of less than $ 0.1 million and $ 0 were incurred during the six months ended June 30, 2025 and 2024, respectively.
+Added: Unamortized deferred financing costs as of June 30, 2025 and December 31, 2024 were $ 3.2 million and $ 4.2 million , respectively.
+Added: Unamortized debt discount related to the interest reserve added under the LS Amendment as of June 30, 2025 and December 31, 2024 was $ 0 and $ 1.7 million, respectively.
+Added: Accrued and unpaid interest was less than $ 0.1 million as of June 30, 2025 and December 31, 2024 .
2023 Revolving Line of Credit - East West Bank
1 unchanged sentence
The Credit Agreement provides for a revolving credit facility in the principal amount of up to $ 10.0 million, subject to a borrowing base determined based on eligible accounts, and an up to $ 5.0 million uncommitted incremental revolving facility.
−Removed: Loans under the Credit Agreement mature on July 7, 2025 (the “Maturity Date”), unless the Credit Agreement is otherwise terminated pursuant to the terms of the Credit Agreement.
+Added: Loans under the Credit Agreement originally matured on July 7, 2025 (the “Maturity Date”), unless the Credit Agreement is otherwise terminated pursuant to the terms of the Credit Agreement.
Borrowings under the Credit Agreement bear interest at a rate per annum equal to the one-month Term SOFR rate and as determined by EWB on the first day of the applicable interest period, plus 0.10 %, plus 3.00 % per annum (the “Loan Rate”);
11 unchanged sentences
On December 27, 2024, the Company and EWB entered into the Waiver and Fourth Amendment (the “EWB Amendment”) to Credit Agreement.
−Removed: Under the terms of the EWB Amendment, among other things, (1) the Company made prepayments on the revolving credit notes under the Credit Agreement equal to $ 5.0 million, consisting of (a) $ 4.0 million
−Removed: from the proceeds of the LS Amendment (as defined above) and (b) $ 1.0 million as the Company's out-of-pocket prepayment, (2) such prepayments were used to permanently reduce the commitment under the Credit Agreement to $ 5.0 million, (3) the financial covenants under the Credit Agreement were amended to implement a minimum unrestricted cash requirement of $ 750,000 at all times and to remove the minimum EBITDA covenant;
+Added: Under the terms of the EWB Amendment, among other things, (1) the Company made prepayments on the revolving credit notes under the Credit Agreement equal to $ 5.0 million, consisting of (a) $ 4.0 million from the proceeds of the LS Amendment (as defined above) and (b) $ 1.0 million as the Company's out-of-pocket prepayment, (2) such prepayments were used to permanently reduce the commitment under the Credit Agreement to $ 5.0 million, (3) the financial covenants under the Credit Agreement were amended to implement a minimum unrestricted cash requirement of $ 750,000 at all times and to remove the minimum EBITDA covenant;
and (4) EWB waived certain existing events of default related to the prior minimum EBITDA covenant.
−Removed: Additionally, the Company is required to provide to EWB a weekly cash flow forecast, prepared on a cumulative, weekly roll forward basis through a thirteen (13) week projection period.
−Removed: The Company was in compliance with all the financial covenants under the Credit Agreement, as amended, as of March 31, 2025.
+Added: Additionally, the Company is required to
+Added: provide to EWB a weekly cash flow forecast, prepared on a cumulative, weekly roll forward basis through a thirteen (13) week projection period.
+Added: The Company was in compliance with all the financial covenants under the Credit Agreement, as amended, as of June 30, 2025.
The EWB Amendment was accounted for as a modification.
In connection with the EWB Amendment, fees paid to third parties totaling less than $ 0.1 million were expensed as incurred.
+Added: On July 17, 2025, the Company entered into the Fifth Amendment (the “Fifth EWB Amendment”) to the Credit Agreement, dated as of July 17, 2025 but effective as of July 7, 2025 which extended the maturity date of the Credit Agreement from July 7, 2025 to July 31, 2025 and extended the repayment date of any outstanding loans and advances, including any principal, interest or fees with respect thereto, from July 7, 2025 to July 31, 2025.
+Added: In connection with the extension of the maturity date, the Company agreed to pay a $ 50,000 extension fee and agreed to pay additional interest on any loans at the existing loan rate plus 5 % per annum between July 7, 2025 and the revised maturity date.
+Added: On August 5, 2025, the Company entered into that certain Sixth Amendment (the “Sixth EWB Amendment”) to the Credit Agreement, dated as of August 5, 2025 but effective as of July 31, 2025 which extended the maturity date of the Credit Agreement from July 31, 2025 to August 31, 2025 (the "revised maturity date") and extended the repayment date of any outstanding loans and advances, including any principal, interest or fees with respect thereto, from July 31, 2025 to August 31, 2025.
+Added: In connection with the extension of the maturity date, the Company agreed to make a principal payment in an amount equal to $ 200,000 to reduce the outstanding loan balance by August 15, 2025.
The Credit Agreement contains customary representations and warranties and includes affirmative and negative covenants applicable to the borrowers and their respective subsidiaries.
3 unchanged sentences
The occurrence of an event of default could result in the acceleration of the obligations under the Credit Agreement of the Company or other borrowers.
−Removed: Additional deferred financing costs of less than $ 0.1 million and $ 0 were incurred during the three months ended March 31, 2025 and 2024, respectively.
+Added: Additional deferred financing costs of less than $ 0.1 million and $ 0 were incurred during the six months ended June 30, 2025 and 2024, respectively.
The collateral securing the obligations under the 2021 Credit Facility and the Credit Agreement is subject to intercreditor agreements between Lafayette Square and EWB.
8 unchanged sentences
The loan is secured by substantially all assets of DDH LLC.
−Removed: As of March 31, 2025, future minimum payments related to long-term debt are as follows (in thousands):
+Added: As of June 30, 2025, future minimum payments related to long-term debt are as follows (in thousands):
Remaining 2025 $ 3,700
7 unchanged sentences
Following the completion of the Organizational Transactions, DDH LLC’s limited liability company agreement was amended and restated to, among other things, appoint the Company as the sole managing member of DDH LLC and effectuate a recapitalization of all outstanding preferred units and common units into (i) economic nonvoting units of DDH LLC held by the Company and, through their indirect ownership of DDM, the Company's Chairman and Chief Executive Officer and President, and (ii) noneconomic voting units of DDH LLC, 100 % of which are held by the Company.
−Removed: In March 2025, DDM tendered 70,000 of its limited liability company units to the Company in exchange for newly issued shares of Class A Common Stock of the Company on a one -for-one basis.
+Added: During the six months ended June 30, 2025, members of DDM tendered 420,000 of its limited liability company units to the Company in exchange for newly issued shares of Class A Common Stock of the Company on a one -for-one basis.
In connection with these exchanges, an equivalent number of the holder’s shares of Class B Common Stock were cancelled.
−Removed: As of March 31, 2025, DDM held 10,798,000 shares of Class B Common Stock.
+Added: As of June 30, 2025, DDM held 10,448,000 shares of Class B Common Stock.
The Company is authorized to issue 160,000,000 shares of Class A Common Stock, par value $ 0.001 per share, 20,000,000 shares of Class B Common Stock, par value $ 0.001 per share, and 10,000,000 shares of preferred stock, par value $ 0.001 per share.
−Removed: In connection with the Company’s initial public offering of units (“Units”), each consisting of (i) one share of its Class A Common Stock and (ii) one warrant entitling the holder to purchase one share of its Class A Common Stock at an exercise price of $ 5.50 per share, the Company issued to the underwriters of the offering a unit purchase option to purchase (i) an additional 140,000 Units at a per Unit exercise price of $ 6.60 , which was equal to 120 % of the public offering price per Unit sold in the initial public offering, and (ii) warrants to purchase 21,000 shares of Class A Common Stock at a per warrant exercise price of $ 0.012 , which was equal to 120 % of the public offering price per warrant sold in the offering.
−Removed: A group of underwriters exercised 70,000 Units and 10,500 warrants in November 2023.
−Removed: At March 31, 2025, 70,000 Units and 10,500 were outstanding.
−Removed: The warrants had a fair value of $ 0 that was calculated using the Black-Scholes option-pricing model and were equity classified.
+Added: In connection with the Company’s initial public offering of units (“Units”), each consisting of (i) one share of its Class A Common Stock and (ii) one public warrant entitling the holder to purchase one share of its Class A Common Stock at an exercise price of $ 5.50 per share, the Company issued to the underwriters of the offering a unit purchase option to purchase (i) an additional 140,000 Units at a per Unit exercise price of $ 6.60 , which was equal to 120 % of the public offering price per Unit sold in the initial public offering, and (ii) underwriter warrants to purchase 21,000 shares of Class A Common Stock at a per warrant exercise price of $ 0.012 , which was equal to 120 % of the public offering price per warrant sold in the offering.
+Added: A group of underwriters exercised 70,000 Units and 10,500 underwriter warrants in November 2023.
+Added: At June 30, 2025 and December 31, 2024, 70,000 Units and 10,500 underwriter warrants were outstanding while there were no public warrants outstanding as of June 30, 2025 and December 31, 2024.
+Added: The underwriter warrants had a fair value of $ 0 that was calculated using the Black-Scholes option-pricing model and were equity classified.
Variables used in the Black-Scholes option-pricing model include:
1 unchanged sentence
Treasury bill rate, (2) expected life of 5 years, (3) expected volatility of approximately 66 % based on the trading history of similar companies, and (4) zero expected dividends.
−Removed: There were no warrants outstanding as of March 31, 2025 and December 31, 2024.
Equity Reserve Facility
On October 18, 2024, the Company entered into a Share Purchase Agreement (the “Purchase Agreement”) with New Circle Principal Investments LLC, a Delaware limited liability company (“New Circle”), pursuant to which New Circle has committed to purchase, subject to certain limitations, up to $ 20 million (the “Total Commitment”) of the Company’s Class A Common Stock, par value $ 0.001 per share (the “Class A Common Stock”).
−Removed: Under the applicable Nasdaq rules, the Company was not permitted to issue to New Circle under the Purchase Agreement more than 19.99 % of the shares of all classes of the Company’s common stock outstanding immediately prior to the execution of the Purchase Agreement (the “Exchange Cap”), unless (i) the Company obtained stockholder approval to issue shares of its Class A Common Stock in excess of the Exchange Cap in accordance with applicable Nasdaq rules, or (ii) the average purchase price per share paid by New Circle for all shares of the Company’s Class A Common Stock, if any, that the Company elected to sell to New Circle under the Purchase Agreement equaled or exceeded certain minimums permitted under the rules of the Nasdaq Stock Market.
+Added: Under the applicable Nasdaq rules, the Company was not permitted to issue to New Circle under the Purchase Agreement more than 19.99 % of the shares of all classes of the Company’s common stock outstanding immediately prior to the execution of the Purchase Agreement (the
+Added: “Exchange Cap”), unless (i) the Company obtained stockholder approval to issue shares of its Class A Common Stock in excess of the Exchange Cap in accordance with applicable Nasdaq rules, or (ii) the average purchase price per share paid by New Circle for all shares of the Company’s Class A Common Stock, if any, that the Company elected to sell to New Circle under the Purchase Agreement equaled or exceeded certain minimums permitted under the rules of the Nasdaq Stock Market.
The purchase price of the shares that may be sold to New Circle under the Purchase Agreement is based on an agreed upon fixed discount to the market price of our Class A Common Stock as computed under the Purchase Agreement.
3 unchanged sentences
The Company sold 1,580,000 shares of the Company's Class A Common Stock for $ 3.0 million during the year ended December 31, 2024.
−Removed: During the three months ended March 31, 2025, the Company sold 1,539,351 shares of the Company's Class A Common Stock for $ 2.0 million.
−Removed: Subsequently and through the date of this report, the Company sold an additional 1,020,000 shares of the Company's Class A Common Stock for $ 0.5 million.
−Removed: During the three months ended March 31, 2025, the Company incurred incremental issuance costs, which were expensed in the condensed consolidated statements of operations, given the nature of the Equity Reserve Facility.
−Removed: The Purchase Agreement will automatically terminate on the earliest of (i) the 36-month anniversary of the of the Purchase Agreement, (ii) the date on which New Circle shall have made payment to the Company for Class A Common Stock equal to the Total Commitment or (iii) the date any statute, rule, regulation, executive order, decree, ruling or
−Removed: injunction that would prohibit any of the transactions contemplated by the Purchase Agreement goes into effect.
+Added: During the six months ended June 30, 2025, the Company sold 6,059,351 shares of the Company's Class A Common Stock for $ 4.6 million.
+Added: During the six months ended June 30, 2025, the Company incurred incremental issuance costs, which were expensed in the condensed consolidated statements of operations, given the nature of the Equity Reserve Facility.
+Added: The Purchase Agreement will automatically terminate on the earliest of (i) the 36-month anniversary of the Purchase Agreement, (ii) the date on which New Circle shall have made payment to the Company for Class A Common Stock equal to the Total Commitment or (iii) the date any statute, rule, regulation, executive order, decree, ruling or injunction that would prohibit any of the transactions contemplated by the Purchase Agreement goes into effect.
The Company has the right to terminate the Purchase Agreement at any time, at no cost or penalty, upon five trading days’ prior written notice to New Circle so long as (a) there are no outstanding purchase notices under which our Class A Common Stock have yet to be issued and (b) the Company has paid all amounts owed to New Circle pursuant to the Purchase Agreement.
12 unchanged sentences
Information on activity for both the stock options and RSUs is detailed below.
−Removed: During the three months ended March 31, 2025 and 2024, the Company recognized $ 0.3 million and $ 0.5 million, respectively, of total stock-based compensation expense in the condensed consolidated statement of operations in compensation, tax and benefits.
+Added: During the six months ended June 30, 2025 and 2024, the Company recognized $ 0.7 million and $ 0.7 million, respectively, of total stock-based compensation expense in the condensed consolidated statement of operations in compensation, taxes and benefits.
Stock Options
Options to purchase shares of common stock vest annually on the grant date anniversary over a period of three years and expire 10 years following the date of grant.
−Removed: The following table summarizes the stock option activity under the 2022 Omnibus Plan during the three months ended March 31, 2025:
+Added: The following table summarizes the stock option activity under the 2022 Omnibus Plan during the six months ended June 30, 2025:
Stock Options
8 unchanged sentences
Forfeited and expired ( 26,765 ) $ 1.16 — $ —
−Removed: Outstanding at March 31, 2025 610,624 $ 1.99 8.56 $ —
−Removed: Vested and exercisable at March 31, 2025 212,102 $ 2.50 7.51 $ —
−Removed: As of March 31, 2025, unrecognized stock-based compensation of $ 0.4 million was related to 398,522 of unvested stock options which will be recognized on a straight-line basis over a weighted-average vesting period o f 0.73 y ears.
+Added: Outstanding at June 30, 2025 910,518 $ 1.53 8.77 $ —
+Added: Vested and exercisable at June 30, 2025 280,014 $ 2.29 7.12 $ —
+Added: As of June 30, 2025, unrecognized stock-based compensation of $ 0.5 million was related to 630,504 of unvested stock options which will be recognized on a straight-line basis over a weighted-average vesting period o f 1.16 y ears.
Restricted Stock Units
RSUs generally vest annually on the grant date anniversary over a period of three years .
−Removed: A summary of RSU activity during the three months ended March 31, 2025 and related information is as follows:
+Added: A summary of RSU activity during the six months ended June 30, 2025 and related information is as follows:
Restricted Stock Units
5 unchanged sentences
Forfeited ( 46,549 ) $ 2.60
−Removed: Unvested- March 31, 2025 667,921 $ 1.71
+Added: Unvested - June 30, 2025 927,364 $ 1.20
The majority of vested RSUs were net share settled such that the Company withheld shares with a value equivalent to the employees’ obligation for the applicable income and other employment taxes.
−Removed: The total shares withheld were 13,978 and were based on the value of the RSUs on their respective vesting dates as determined by the Company’s closing stock price.
−Removed: As of March 31, 2025, there was unrecognized stock-based compensation o f $ 0.8 million related to unvested RSUs which will be recognized on a straight-line basis over a weighted average period of 0.69 yea rs.
+Added: The total shares withheld were 50,303 (including 21,512 sold as of June 30, 2025) and were based on the value of the RSUs on their respective vesting dates as determined by the Company’s closing stock price.
+Added: As of June 30, 2025, there was unrecognized stock-based compensation o f $ 0.8 million related to unvested RSUs which will be recognized on a straight-line basis over a weighted average period of 1.00 yea rs.
Note 5 — Tax Receivable Agreement and Income Taxes
6 unchanged sentences
federal income tax rate and assumed combined state and local income tax rate driven by the apportionment factors applicable to each state.
−Removed: Any taxable income or loss generated by the Company will be allocated to TRA Holders in accordance with the LLC Agreement and the TRA, and distributions to the owners of LLC Units in an amount sufficient to fund their tax obligations will be made.
+Added: Any taxable income or loss generated by the Company will be allocated to TRA Holders in accordance with the LLC Agreement and the TRA, and distributions to the owners of LLC Units in an amount sufficient to fund their tax
+Added: obligations will be made.
Pursuant to the Company’s election under Section 754 of the Code in 2022, the Company expects to obtain an increase in its share of the tax basis in the net assets of DDH, LLC when LLC interests are redeemed or exchanged by the members of DDH, LLC.
−Removed: During the three months ended March 31, 2025, members of DDM exchanged 70,000 Class B shares into Class A shares.
−Removed: The Company has recorded a liability related to the tax receivable agreement of less than $0.1 million as of March 31, 2025 and December 31, 2024.
−Removed: The Company has recorded a deferred tax asset of $ 0 as of March 31, 2025 and December 31, 2024 which is net of a valuation allowance.
−Removed: Payments of $ 0 were made during the three months ended March 31, 2025 and 2024.
+Added: During the six months ended June 30, 2025, members of DDM exchanged 420,000 Class B shares into Class A shares.
+Added: The Company has recorded a liability related to the tax receivable agreement of less than $0.1 million as of June 30, 2025 and December 31, 2024.
+Added: The Company has recorded a deferred tax asset of $ 0 as of June 30, 2025 and December 31, 2024 which is net of a valuation allowance.
+Added: Payments of $ 0 were made during the six months ended June 30, 2025 and 2024.
The payments under the TRA will not be conditional on holder of rights under the TRA having a continued ownership interest in either DDH LLC or the Company.
2 unchanged sentences
The Company accounts for any amounts payable under the TRA in accordance with ASC Topic 450, Contingencies, and recognizes subsequent period changes to the measurement of the liability from the TRA in the condensed consolidated statement of operations as a component of income before taxes.
−Removed: For the three months ended March 31, 2025 and 2024, no amounts were recorded as income in other income (expense) for such change.
+Added: For the six months ended June 30, 2025 and 2024, no amounts were recorded as income in other income (expense) for such change.
The term of the TRA commenced upon completion of the initial public offering and will continue until all tax benefits that are subject to the TRA have been utilized or expired, unless the Company exercises its right to terminate the TRA.
5 unchanged sentences
Three Months Ended
+Added: June 30, Six Months Ended
+Added: 2025 2024 2025 2024
Income tax benefit $ — $ ( 274 ) $ — $ ( 475 )
Effective income tax rate — % 8.0 % — % 6.4 %
−Removed: The effective tax rates were lower than the statutory tax rates for the three months ended March 31, 2024 primarily due to the Company’s partnership loss that is not subject to federal and state taxes.
−Removed: The effective tax rates were different from the statutory rates for the three months ended March 31, 2025 primarily due to the Company’s partnership loss that is not subject to federal and state taxes and recording a valuation allowance against deferred taxes.
+Added: The effective tax rates were lower than the statutory tax rates for the three and six months ended June 30, 2024 primarily due to the Company’s partnership loss that is not subject to federal and state taxes.
+Added: The effective tax rates were different from the statutory rates for the six months ended June 30, 2025 primarily due to the Company’s partnership loss that is not subject to federal and state taxes and recording a valuation allowance against deferred taxes.
The Company files income tax returns in the United States federal jurisdiction and various state jurisdictions.
3 unchanged sentences
federal, state and local tax jurisdictions where it is required to file income tax returns, as well as for all open tax years in these jurisdictions.
−Removed: Federal and various states returns for the years ended December 2023 and 2022 remain open as of March 31, 2025.
+Added: Federal and various states returns for the years ended December 2023 and 2022 remain open as of June 30, 2025.
The Company evaluates tax positions taken or expected to be taken in the course of preparing an entity’s tax returns to determine whether it is “more-likely-than-not” that each tax position will be sustained by the applicable tax authority.
−Removed: As of March 31, 2025 and December 31, 2024, the Company had no uncertain tax positions.
+Added: As of June 30, 2025 and December 31, 2024, the Company had no uncertain tax positions.
Accordingly, the Company has not recognized any penalty, interest or tax impact related to uncertain tax positions.
+Added: On July 4, 2025, new tax legislation commonly referred to as the One Big Beautiful Bill Act (“OBBBA”), was enacted effectively extending certain provisions of the 2017 Tax Cuts and Jobs Act, including adjusting a number of provisions that were subject to sunsets, phase-outs, or phase-ins.
+Added: While most of the changes made by OBBBA are effective in future tax years, some of its provisions are effective in the current tax year.
+Added: We are currently evaluating the impact of OBBBA on our consolidated financial statements.
Note 6 — Related Party Transactions
7 unchanged sentences
If the Company ever generates sufficient taxable income to utilize the tax benefits, DDH expects to benefit from the Up-C structure because, in general, the Company expects cash tax savings in amounts equal to 15 % of certain tax benefits arising from such redemptions or exchanges of DDM's LLC Units for Class A Common Stock or cash and certain other tax benefits covered by the TRA.
−Removed: The aggregate balance of tax receivable liabilities as of March 31, 2025 and December 31, 2024, is as follows (in thousands):
+Added: The aggregate balance of tax receivable liabilities as of June 30, 2025 and December 31, 2024, is as follows (in thousands):
2025 December 31,
5 unchanged sentences
Three Months Ended
+Added: June 30, Six Months Ended
+Added: 2025 2024 2025 2024
Sell-side advertising $ 2,483 $ 14,298 $ 4,511 $ 30,799
3 unchanged sentences
Three Months Ended
+Added: June 30, Six Months Ended
+Added: 2025 2024 2025 2024
Sell-side advertising $ ( 703 ) $ 447 $ ( 1,695 ) $ 1,409
16 unchanged sentences
Three Months Ended
+Added: June 30, Six Months Ended
+Added: 2025 2024 2025 2024
Net loss allocated to Class A shareholders $ ( 2,249 ) $ ( 590 ) $ ( 4,604 ) $ ( 1,365 )
8 unchanged sentences
Three Months Ended
+Added: June 30, Six Months Ended
+Added: 2025 2024 2025 2024
Class B Common Stock 10,775 10,868 10,820 10,868
11 unchanged sentences
In May 2024, the Company, as plaintiff, filed a lawsuit against the author of the defamatory article.
−Removed: On March 5, 2025, the United States District Court for the District of Maryland denied the defendant’s motion to dismiss in its entirety, and the Company will continue to vigorously pursue its claims and rights and any defenses against counterclaims.
+Added: On March 5, 2025, the United States District Court for the District of Maryland denied the defendant’s motion to dismiss in its entirety.
+Added: The Company has filed a motion to dismiss counterclaims which is currently pending.
+Added: The Company will continue to vigorously pursue its claims and rights and any defenses against counterclaims.
The Company cannot make any predictions about the final outcome of this litigation matter or the timing thereof.
6 unchanged sentences
Operating Leases
−Removed: During the three months ended March 31, 2025 and 2024, the Company incurred fixed rent expense associated with operating leases for real estate of $ 0.1 million.
+Added: During the six months ended June 30, 2025 and 2024, the Company incurred fixed rent expense associated with operating leases for real estate of $ 0.1 million.
The Company did not have any finance leases, short-term leases nor variable leases over this time period.
−Removed: During the three months ended March 31, 2025 and 2024, the Company had the following cash and non-cash activities associated with leases (in thousands):
−Removed: Three Months Ended March 31,
+Added: During the three and six months ended June 30, 2025 and 2024, the Company had the following cash and non-cash activities associated with leases (in thousands):
+Added: Three Months Ended June 30, Six Months Ended June 30,
+Added: 2025 2024 2025 2024
Cash paid for amounts included in the measurement of lease liabilities:
2 unchanged sentences
Additions and modifications to ROU asset obtained from new operating liabilities $ — $ 200 $ 52 $ 200
−Removed: The weighted-average remaining lease term and discount rate for the Company’s operating leases is 4.3 years and 8.2 %, respectively, as of March 31, 2025.
−Removed: The weighted-average remaining lease term and discount rate for the Company's operating leases is 5.3 years and 8.3 %, respectively, as of March 31, 2024 .
−Removed: The future payments due under operating leases as of March 31, 2025 are as follows (in thousands):
+Added: The weighted-average remaining lease term and discount rate for the Company’s operating leases is 4.1 years and 8.3 %, respectively, as of June 30, 2025.
+Added: The weighted-average remaining lease term and discount rate for the Company's operating leases is 5.0 years and 8.4 %, respectively, as of June 30, 2024 .
+Added: The future payments due under operating leases as of June 30, 2025 are as follows (in thousands):
Thereafter 31
5 unchanged sentences
Property, equipment and software, net consists of the following (in thousands):
−Removed: Useful Life (Years) March 31,
+Added: Useful Life (Years) June 30,
2025 December 31,
6 unchanged sentences
Total property, equipment and software, net $ 234 $ 341
−Removed: The following table summarizes depreciation and amortization expense related to property, equipment and software by line item for the three months ended March 31, 2025 and 2024 (in thousands):
+Added: The following table summarizes depreciation and amortization expense related to property, equipment and software by line item for the three and six months ended June 30, 2025 and 2024 (in thousands):
Three Months Ended
+Added: June 30, Six Months Ended
+Added: 2025 2024 2025 2024
Cost of revenue $ 42 $ 59 $ 84 $ 120
3 unchanged sentences
The Company records amortization expense on a straight-line basis over the life of the identifiable intangible assets related to an acquisition in September 2020.
−Removed: For the three months ended March 31, 2025 and 2024, amortization expense of $ 0.5 million was recognized.
−Removed: As of March 31, 2025 and December 31, 2024, intangible assets net of accumulated amortization was $ 9.2 million and $ 9.7 million, respectively.
−Removed: As of March 31, 2025, intangible assets and the related accumulated amortization, weighted-average remaining life and future amortization expense are as follows (in thousands):
−Removed: March 31, 2025
+Added: For the three months ended June 30, 2025 and 2024, amortization expense of $ 0.5 million and for the six months ended June 30, 2025 and 2024, amortization expense of $ 1.0 million was recognized.
+Added: As of June 30, 2025 and December 31, 2024, intangible assets net of accumulated amortization was $ 8.8 million and $ 9.7 million, respectively.
+Added: As of June 30, 2025, intangible assets and the related accumulated amortization, weighted-average remaining life and future amortization expense are as follows (in thousands):
+Added: June 30, 2025
Weighted-Average Original Accumulated Net
14 unchanged sentences
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.