What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2026-03-05 compared with 2025-03-25 · 313 added, 267 removed, 267 unchanged (68% of the section changed)

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Key, Florida, 34228.

Our shares of Class A common stock and warrants are traded on The Nasdaq Global Market (“Nasdaq”) under

the symbols “RUM” and “RUMBW”, respectively.

Our shares of Class A common stock and warrants are traded on Nasdaq under the symbols “RUM” and “RUMBW”,

respectively.

Significant Events and Transactions

On December 20, 2024, the

Company announced that it had entered into a definitive agreement for a strategic investment of $775 million from Tether, the largest

company in the digital assets industry and the most widely used dollar stablecoin across the world with more than 400 million users.

part of the transaction, which closed on February 7, 2025, Tether purchased 103,333,333 shares of Class A Common Stock at a price per

share of $7.50, totaling $775 million in gross proceeds to Rumble.

As part of the closing of the transaction, the Company completed a

tender offer to purchase 70,000,000 shares of its Class A Common Stock at a price of $7.50 per share (the “Tender Offer”),

for a total of $525 million, excluding fees and expenses related to the Tender Offer.

The Company will use $250 million of the proceeds,

less transaction expenses, to support growth initiatives.

Refer to Note 11, Derivative

Liability, to our consolidated financial statements included elsewhere in this Annual Report.

We generate revenues primarily

from Audience Monetization and Other Initiatives.

On February 7, 2025, Tether,

the largest company in the digital assets industry and the most widely used dollar stablecoin across the world, purchased 103,333,333

shares of Class A Common Stock at a price per share of $7.50, totaling $775 million in gross proceeds to Rumble.

As part of the closing

of the transaction, the Company completed a tender offer to purchase 70,000,000 shares of its Class A Common Stock at a price of $7.50

per share for a total of $525 million, excluding fees and expenses related to the tender offer.

On November 10, 2025, the

Company entered into the ND Business Combination Agreement.

Subject to the satisfaction or waiver of the terms and conditions of the ND

Business Combination Agreement, the Company will submit the Exchange Offer to all shareholders of Northern Data to

acquire each Northern Data Share in exchange for certain shares of Class A Common Stock.

Each Northern Data Share that is validly

tendered and accepted for exchange will be exchanged for 2.0281 newly

issued shares of our Class A Common Stock (with customary settlement mechanisms for fractional shares), subject

to the satisfaction or waiver of the conditions to the Exchange Offer .

Tether, along with an affiliate

of Northern Data’s current co-CEO (Aroosh Thillainathan) and another significant shareholder, collectively holding approximately

70% of the outstanding Northern Data Shares, have entered into the Transaction Support Agreements pursuant to which they will exchange

their Northern Data Shares at the same Exchange Ratio contemporaneously with the closing of the Exchange Offer.

The launch of the Exchange

Offer is expected to occur during the second quarter of 2026.

The ND Business Combination is expected to close in the second quarter of

2026, subject to satisfaction of closing conditions and regulatory approvals.

Additionally, the Company

has entered into a significant agreement with Tether, which includes an initial commitment by Tether to purchase up to $150 million of

GPU services over a two-year period following the closing of the ND Business Combination.

The Company also announced

a $100 million advertising commitment from Tether, representing $50 million per year over a two-year period beginning in the first quarter

This commitment is not contingent upon the completion of the ND Business Combination.

We generate revenues from

Audience Monetization and Other Initiatives.

Audience Monetization includes

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revenues generated from content that is licensed by third-parties;

pay-per-view;

and fees from tipping and platform hosting

Advertising fees are generated by delivering digital video and display advertisements as well as cost-per-message-read advertisements.

Digital video and display advertisements are placed on Rumble websites or mobile applications.

Customers pay for advertisements either

directly or through relationships with advertising agencies or resellers, based on the number of impressions delivered or the number of

actions, such as clicks, or purchases taken, by our users.

and fees from tipping and platform hosting fees.

fees are generated by delivering digital video and display advertisements as well as cost-per-message-read advertisements.

Other Initiatives includes

digital advertisements that are placed on Rumble’s network of third-party publisher websites or mobile applications;

Cloud includes consumption-based fees, subscriptions for infrastructure and professional services.

Cloud includes consumption-based fees, subscriptions for infrastructure and professional services, and license agreements related to Rumble

Refer to Note 2, Summary

of Significant Accounting Policies, to the consolidated financial statements.

of Significant Accounting Policies, under “Item 8.

Financial Statements and Supplementary Data.”

Expenses primarily include

cost of services, general and administrative, research and development, sales and marketing, acquisition-related transaction costs, amortization

and depreciation, and changes in fair value of contingent consideration.

The most significant component of our expenses on an ongoing

basis are programming and content.

and depreciation, change in fair value of digital assets, and change in fair value of contingent consideration.

The most significant components

of our expenses on an ongoing basis are programming and content, service provider costs, and staffing-related costs.

We expect to continue to invest

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Acquisition-related transaction

costs consist of transaction expenses related to acquisitions.

costs consist of professional fees and other expenses incurred in connection with acquisition-related initiatives.

Amortization and Depreciation

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service lives.

Change in Fair Value of Digital Assets

Change in fair value of digital

assets reflects gains or losses arising from the remeasurement of our bitcoin investment.

Change in Fair Value of Contingent Consideration

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it is measured at fair value at inception and at each reporting date in accordance with the guidance in ASC 820, Fair Value Measurement

(“ASC 820”), with any subsequent changes in fair value recognized in the consolidated statement of operations in the applicable

period of change.

(“ASC 820”), with any subsequent changes in fair value recognized in the consolidated statements of operations in the

applicable period of change.

Non-Operating Income and Other Items

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Interest income consists of

interest earned on our cash, cash equivalents, and marketable securities We invest in highly liquid securities such as money market funds,

treasury bills and term deposits.

Other Expense

Other expense consists of

miscellaneous income earned outside of normal company revenue as well as foreign exchange gains and losses related to gains and losses

interest earned on our cash and cash equivalents.

We invest in highly liquid securities such as money market funds, treasury bills and

term deposits.

Other Income (Expense)

Other income (expense) consists

of miscellaneous income earned and expenses incurred outside of the normal course of business as well as foreign exchange gains and losses

on transactions denominated in currencies other than the U.S.

1 unchanged sentence

We account for our outstanding

warrants in accordance with ASC 815-40, under which the warrants issued in connection with Business Combination do not meet the criteria

for equity classification, and must be recorded as liabilities.

As these warrants meet the definition of a liability under ASC 815, they

are measured at fair value at inception and at each reporting date in accordance with the guidance in ASC 820, with any subsequent changes

in fair value recognized in the consolidated statement of operations in the applicable period of change.

warrants in accordance with ASC 815-40, under which the warrants issued in connection with the ND Business Combination do not meet the

criteria for equity classification, and must be recorded as liabilities.

As these warrants meet the definition of a liability under ASC

815, they are measured at fair value at inception and at each reporting date in accordance with the guidance in ASC 820, with any subsequent

changes in fair value recognized in the consolidated statements of operations in the applicable period of change.

Change in Fair Value of Derivative

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in connection with the Tether transaction do not meet the criteria for equity classification, and must be recorded as a liability in accordance

with guidance contained in ASC 815-40, Derivatives and Hedging Contracts in Entity’s Own Equity (“ASC 815-40”).

Because the derivative meets the definition of a liability under ASC 815, Derivatives and Hedging (“ASC 815”), it is

measured at fair value at inception and at each reporting date in accordance with the guidance in ASC 820, Fair Value Measurement (“ASC

820”), with any subsequent changes in fair value recognized in the consolidated statement of operations in the applicable period

with guidance contained in ASC 815-40.

Because the derivative meets the definition of a liability under ASC 815, it is measured at fair

value at inception and at each reporting date in accordance with the guidance in ASC 820, with any subsequent changes in fair value recognized

in the consolidated statements of operations in the applicable period of change.

Income Tax Benefit (Expense)

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determine financial forecasts and help develop long-term strategic plans, we review the key business metrics described below.

Monthly Active Users (“MAUs”)

use MAUs as a measure of audience engagement to help us understand the volume of users engaged with our content on a monthly basis.

represent the total web, mobile app, and connected TV users of Rumble for each month, which allows us to measure our total user base

calculated from data provided by Google, a third-party analytics provider.

Google defines “active users” as the “[n]umber

of distinct users who visited your website or application.” 1 We have used the Google

analytics systems since we first began publicly reporting MAU statistics, and the resulting data have not been independently verified.

of July 1, 2023, Universal Analytics (“UA”), Google’s analytics platform on which we historically relied for calculating

MAUs using company-set parameters, was phased out by Google and ceased processing data.

At that time, Google Analytics 4 (“GA4”)

succeeded UA as Google’s next-generation analytics platform, which has been used to determine MAUs since the third quarter of 2023

and which we expect to continue to use to determine MAUs in future periods.

Although Google has disclosed certain information regarding

the transition to GA4, 2 Google does not currently make available sufficient information

relating to its new GA4 algorithm for us to determine the full effect of the switch from UA to GA4 on our reported MAUs.

Because Google

has publicly stated that metrics in UA “may be more or less similar” to metrics in GA4, and that “[i]t is not unusual

for there to be apparent discrepancies” between the two systems, 3 we are unable

to determine whether the transition from UA to GA4 has had a positive or negative effect, or the magnitude of such effect, if any, on

our reported MAUs.

It is therefore possible that MAUs that we reported based on the UA methodology (“MAUs (UA)”) for periods

prior to July 1, 2023, cannot be meaningfully compared to MAUs based on the GA4 methodology (“MAUs (GA4)”) in subsequent

(GA4) represent the total web, mobile app, and connected TV users of Rumble for each month, 4 which

allows us to measure our total user base calculated from data provided by Google.

TV users were not counted within MAUs within MAUs (UA) for periods prior to July 1, 2023, and we believe the number of such users was

immaterial in those prior periods.

We also believe that fewer than 1 million MAUs in the current period are from connected TV, making

them similarly immaterial.

Google’s parameters for measuring “active users” appear to exclude many, but not all, users

who access content on Rumble through “embedded” videos on domains other than rumble.com, and we are unable to determine the

exact number of users who access “embedded” content within our total number of MAUs.

In addition, MAUs (GA4) may rely on

statistical sampling and may be based on estimates of data that Google is missing “due to factors such as cookie consent.” 6

1 Google, “[UA → GA4]

Comparing Metrics:

Google Analytics 4 vs.

Universal Analytics, https://support.google.com/analytics/answer/11986666#zippy=%2Cin-this-article

(last accessed Mar.

12, 2025) [hereinafter:

“Google, Comparing Metrics.”] (providing the technical criteria Google uses to

calculate active users).

4 During the measurement period, Rumble was available on

the following connected TV systems:

Roku, Android TV, Amazon Fire, LG, and Samsung TVs.

5 Google provides additional information on its definition

of an “active user,” see Google, Comparing Metrics.

According to the GA4 dashboard, “[a]s of August 26, 2023, Analytics is estimating data that’s missing due to factors such as cookie consent.”

Monthly Active Users

We use MAUs as a measure of

audience engagement to help us understand the volume of users engaged with our content on a monthly basis.

MAUs represent the total web,

mobile app, and connected TV users of Rumble for each month, which allows us to measure our total user base calculated from data provided

by Google, a third-party analytics provider.

Google defines “active users” as the “[n]umber of distinct users who visited

your website or application.” We have used the Google analytics systems since we first began publicly reporting MAU statistics,

and the resulting data have not been independently verified.

As of July 1, 2023, UA, Google’s

analytics platform on which we historically relied for calculating MAUs using company-set parameters, was phased out by Google and ceased

processing data.

At that time, GA4 succeeded UA as Google’s next-generation analytics platform, which has been used to determine

MAUs since the third quarter of 2023 and which we expect to continue to use to determine MAUs in future periods.

Although Google has disclosed

certain information regarding the transition to GA4, Google does not currently make available sufficient information relating to its new

GA4 algorithm for us to determine the full effect of the switch from UA to GA4 on our reported MAUs.

Because Google has publicly stated

that metrics in UA “may be more or less similar” to metrics in GA4, and that “[i]t is not unusual for there to be apparent

discrepancies” between the two systems, we are unable to determine whether the transition from UA to GA4 has had a positive or negative

effect, or the magnitude of such effect, if any, on our reported MAUs.

It is therefore possible that MAUs that we reported based on the

UA methodology (“MAUs (UA)”) for periods prior to July 1, 2023, cannot be meaningfully compared to MAUs based on the GA4 methodology

(“MAUs (GA4)”) in subsequent periods.

MAUs (GA4) represent the total

web, mobile app, and connected TV users of Rumble for each month, which allows us to measure our total user base calculated from data

provided by Google.

Connected TV users were not counted within MAUs within MAUs (UA) for periods prior to July 1, 2023, and we believe

the number of such users was immaterial in those prior periods.

We also believe that fewer than 1 million MAUs in the current period are

from connected TV, making them similarly immaterial.

Google’s parameters for measuring “active users” appear to exclude

many, but not all, users who access content on Rumble through “embedded” videos on domains other than rumble.com, and we are

unable to determine the exact number of users who access “embedded” content within our total number of MAUs.

MAUs (GA4) may rely on statistical sampling and may be based on estimates of data that Google is missing “due to factors such as

cookie consent.”

As with our earlier MAU reporting,

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We will not, however, succeed in identifying and removing all spam.

MAUs (GA4) were 68 million

on average in the fourth quarter of 2024, an increase of 1% from the third quarter of 2024.

The increase in MAUs was primarily driven

by increased interest in politics during the final stretch of the U.S.

presidential election campaign, offset in part by reduced MAU

activity during the December holiday season.

(GA4) were 52 million on average in the fourth quarter of 2025, an increase of 11% from the third quarter of 2025.

The increase is primarily

related to an initial investment into international expansion.

Average Revenue Per User (“ARPU”)

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ARPU does not include Other Initiatives revenue.

was $0.39 in the fourth quarter of 2024, an increase of 18% from the third quarter of 2024.

The increase from the third quarter is attributable

to higher advertising revenue and subscription revenue.

regularly review, have adjusted in the past, and may in the future adjust our processes for calculating our key business metrics to improve

their accuracy, including through the application of new data or technologies or product changes that may allow us to identify previously

undetected spam activity.

ARPU was $0.46 in the fourth quarter of 2025, an increase of 2% from the third quarter

ARPU did not increase materially due to both audience monetization revenue and MAUs both increasing.

We regularly review, have

adjusted in the past, and may in the future adjust our processes for calculating our key business metrics to improve their accuracy, including

through the application of new data or technologies or product changes that may allow us to identify previously undetected spam activity.

As a result of such adjustments, our key business metrics may not be comparable period-over-period.

of Operations

following table sets forth our consolidated statements of operations for the years ended December 31, 2024 and 2023 and the dollar

and percentage change between the two periods:

Results of Operations

The following table sets forth

our consolidated statements of operations for the years ended December 31, 2025 and 2024:

For the year ended December 31,

Cost of services (content, hosting and other)

$ 100,622,320

Cost of services (content, hosting and other)

$ 107,383,833

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Amortization and depreciation

Changes in fair value of contingent consideration

Change in fair value of digital assets

Change in fair value of contingent consideration

Total expenses

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(32,694,697 )

(35,060,592 )

Change in fair value of derivative

(184,699,998 )

Loss before income taxes

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(340,371,794 )

Income tax (expense) benefit

$ (81,830,362 )

Income tax benefit

$ (338,362,779 )

Year Ended December 31,

$ 100,622,320

Revenues increased by $5.1

million to $100.6 million in the year ended December 31, 2025 compared to the year ended December 31, 2024, of which $3.0 million was

attributable to an increase in Audience Monetization revenues, in addition to higher Other Initiatives revenues of $2.1 million.

in Audience Monetization revenues was driven by $14.0 million in higher subscription fees and $2.8 million from licensing, tipping fees,

and platform hosting fees, offset by a $13.8 million decrease in advertising.

We are continuing to see progress in the uptake of new brands,

but we are still at the early stages of that process.

The increase in Other Initiative revenue was due to a $1.2 million increase in cloud

services offered and a $0.9 million increase in advertising inventory being monetized by our publisher network.

Cost of Services

Year Ended December 31,

Cost of services (content, hosting and other)

$ 107,383,833

Percentage change not meaningful.

increased by $14.5 million to $95.5 million in the year ended December 31, 2024 compared to the year ended December 31, 2023, of which

$10.3 million was attributable to an increase in Audience Monetization revenues and $4.2 million was attributable to higher Other Initiatives.

The increase in Audience Monetization revenues was mainly due to higher revenue from subscriptions, tipping fees, licensing, platform

hosting and advertising.

The increase in Other Initiative revenue was mostly due to more advertising inventory being monetized by our

publisher network and an increase in cloud services offered.

of services decreased by $7.7 million to $138.5 million in the year ended December 31, 2024 compared to the year ended December 31, 2023.

The decrease was primarily due to a reduction in programming and content costs of $9.5 million, offset by an increase of $1.8 million

in other cost of services including payment processing fees and costs paid to publishers.

and Administrative Expenses

and administrative expenses decreased by $0.5 million to $36.6 million in the year ended December 31, 2024 compared to the year ended

December 31, 2023.

The decrease was mainly driven by a reduction in administrative expenses of $2.8 million and share-based compensation

of $1.1 million, offset by an increase in payroll and related expenses of $3.4 million.

The decrease of $2.8 million in administrative

expenses was primarily due to lower expenses related to public company-related costs, legal, insurance, and other administrative services.

The decrease in share-based compensation was related to the recognition of contingent shares issued in connection with the Callin acquisition

that was accounted for as a post-combination expense as well as the expense of previously and newly granted restricted stock units and

stock options for certain employees and executives.

$ 138,472,266

$ (31,088,433 )

Cost of services decreased

by $31.1 million to $107.4 million in the year ended December 31, 2025 compared to the year ended December 31, 2024.

The decrease was

primarily due to a reduction in programming and content costs of $33.9 million, offset by an increase in other costs of services of $2.8

General and Administrative Expenses

Year Ended December 31,

General and administrative

expenses increased by $12.1 million to $48.7 million in the year ended December 31, 2025 compared to the year ended December 31, 2024.

The increase was due to an increase of $6.3 million in payroll and related expenses and $5.8 million in other administrative expenses.

The increase in payroll and related expense is driven by:

a one-time $4.8 million increase in compensation costs related to the departures

of an executive and a director;

a one-time $2.3 million increase in payroll taxes associated with stock options exercised related to

the tender offer in the first quarter of 2025 stemming from the strategic investment from Tether;

offset by a $0.8 million decrease in

share-based compensation related to the recognition of contingent shares issued in connection with the Callin acquisition that were accounted

for as a post-combination expense.

The increase in other administrative expenses of $5.8 million was due to a rise in expenses related

to public company-related costs, including legal, accounting, and other administrative services.

and Development Expenses

and development expenses increased by $3.2 million to $18.9 million in the year ended December 31, 2024 compared to the year ended December

The increase was due to an increase of $2.7 million in payroll and related expenses, and an increase of $0.5 million in other

Ended December 31,

Research and development

and development expenses decreased by $0.2 million to $18.7 million in the year ended December 31, 2025 compared to the year ended December

The decrease resulted from a $0.4 million reduction in costs associated with computer software, hardware, and other expenditures

used in research and development-related activities, offset by an increase in payroll and related expenses of $0.2 million.

and Marketing Expenses

Ended December 31,

Sales and marketing

and marketing expenses increased by $6.6 million to $23.9 million in the year ended December 31, 2025 compared to the year ended December

The increase was due to an increase of $2.7 million in payroll and related expenses, $0.4 million in consulting services, and

$0.8 million in other marketing and public relations activities.

The increase was due to a rise in marketing and public relations activities of $5.5 million and an increase in payroll and

related expenses of $1.5 million, offset by a reduction in consulting services of $0.4 million.

Acquisition-Related

Transaction Costs

Ended December 31,

Acquisition-related transaction

– not meaningful

Acquisition-related

transaction costs decreased by $1.2 million to $nil in the year ended December 31, 2024 compared to the year ended December 31, 2023.

Acquisition-related transaction costs for the year ended December 31, 2023 consisted of transaction costs incurred related to acquisitions

completed in 2023.

transaction costs increased by $13.3 million to $13.3 million in the year ended December 31, 2025 compared to the year ended December

The increase was driven by professional fees and other expenses incurred in connection with acquisition-related initiatives.

These costs reflect the Company’s continued evaluation of strategic opportunities to support growth.

and Depreciation

Ended December 31,

Amortization and depreciation

and depreciation increased by $0.9 million to $14.6 million in the year ended December 31, 2025 compared to the year ended December 31,

1 unchanged sentence

our infrastructure, as well as an increase in amortization from intangible assets of $0.4 million.

in Fair Value of Contingent Consideration

in fair value of contingent consideration increased by $3.3 million to $1.4 million in the year ended December 31, 2024 compared to the

in Fair Value of Digital Assets

Ended December 31,

Change in fair value of digital

– not meaningful

in fair value of digital assets expense increased by $0.6 million to $0.6 million for the year ended December 31, 2025 compared to the

year ended December 31, 2024.

The contingent consideration liability arose in connection with the Callin acquisition and the fair value

of this contingent consideration was measured using the fair value of the expected number of shares to be issued and the Company’s

The change in fair value of digital assets reflects the remeasurement of our Bitcoin investment to its

fair value at each reporting period.

There were no investments in Bitcoin during the year ended December 31, 2024.

in Fair Value of Contingent Consideration

Ended December 31,

Change in fair value of contingent

consideration

$ (1,354,357 )

in fair value of contingent consideration decreased by $1.4 million to $nil in the year ended December 31, 2025 compared to the year

ended December 31, 2024.

The contingent consideration liability arose in connection with the Callin acquisition and the fair value of

this contingent consideration was measured using the fair value of the expected number of shares to be issued and the Company’s

share price at closing.

The change in fair value of contingent consideration was directly attributable to changes in the Company’s

share price since the closing and the probability of contingencies being met.

income decreased by $5.5 million to $8.1 million in the year ended December 31, 2024 compared to the year ended December 31, 2023.

decrease was due to our reduced investment in money market funds, treasury bills, and term deposits.

Other expense increased by an immaterial amount in the year ended December

31, 2024 compared to the year ended December 31, 2023.

The increase was primarily due to lower foreign currency rate fluctuation as we

maintained the majority of our cash balance in U.S.

dollars, which is our functional currency, as of December 31, 2024.

The change in fair value of contingent consideration for the year ended December 31, 2024 was directly attributable

to changes in the Company’s share price since the closing and the probability of contingencies being met.

No comparable change

occurred following the derecognition and reclassification of the contingent consideration to equity on May 15, 2024.

Ended December 31,

Interest income

income increased by $2.3 million to $10.4 million in the year ended December 31, 2025 compared to the year ended December 31, 2024.

increase was due to the Company’s investment in money market funds, treasury bills and term deposits.

Ended December 31,

Other expense

expense decreased by $0.2 million to $10.6 thousand in the year ended December 31, 2025 compared to the year ended December 31, 2024.

The decrease was driven by higher foreign currency rate fluctuation as we maintained the majority of our cash balance in U.S.

which is our functional currency, as of December 31, 2025.

in Fair Value of Warrant Liability

in fair value of warrant liability decreased by $35.1 million resulting in a loss of $32.7 million in the year ended December 31, 2024.

Ended December 31,

Change in fair value of warrant

$ (32,694,697 )

in fair value of warrant liability increased by $57.5 million, resulting in a gain of $24.8 million in the year ended December 31, 2025.

The warrant liability arose in connection with the warrants offered as part of the Business Combination.

4 unchanged sentences

warrants listed on the Nasdaq.

The decrease in the change in fair value of warrant liability was directly attributable to changes in

The increase in the change in fair value of warrant liability was directly attributable to changes in

the trading price of Rumble’s warrants.

in Fair Value of Derivative

Ended December 31,

Change in fair value of derivative

decreased by $184.7 million resulting in a loss of $184.7 million in the year ended December 31, 2024.

The derivative arose in connection

with the forward purchase contracts related to the Tether transaction.

As the forward purchase contracts meet the classification of a

financial liability in accordance with ASC 815-40, the related derivative is measured at its fair value, determined in accordance with

ASC 820, at each reporting period.

The fair value of this forward purchase contracts were measured using a Monte Carlo simulation methodology

that includes simulating the stock price using a risk-neutral Geometric Brownian Motion-based pricing model.

The decrease relates to the

revaluation of the forward purchase contracts in connection with the Tether transaction.

tax benefit decreased by $1.3 million to $2.0 million in the year ended December 31, 2024 compared to the year ended December 31, 2023.

$ (184,699,998 )

$ 194,399,998

in fair value of derivative increased by $194.4 million, resulting in a gain of $9.7 million in the year ended December 31, 2025 compared

to the year ended December 31, 2024.

The derivative arose in connection with the forward purchase contracts related to the Tether transaction.

As the forward purchase contracts meet the classification of a financial liability in accordance with ASC 815-40, the related derivative

is measured at its fair value, determined in accordance with ASC 820, at each reporting period.

The fair value of these forward purchase

contracts was measured using a Monte Carlo simulation methodology that includes simulating the stock price using a risk-neutral Geometric

Brownian Motion-based pricing model.

The increase relates to the revaluation of the forward purchase contracts in connection with the

Tether transaction.

Tax (Expense) Benefit

Ended December 31,

Income tax (expense) benefit

$ (2,076,243 )

tax expense increased by $2.1 million to $67.2 thousand in the year ended December 31, 2025 compared to the year ended December 31, 2024.

The income tax expense increase was driven by the capitalization of a deferred tax liability of $2.1 million during the year ended December

31, 2024 in connection with the milestone payments related to the North River acquisition.

There was no comparable item during the year

ended December 31, 2025.

and Capital Resources

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with banks and amounts held in money market funds, treasury bills, and term deposits.

of December 31, 2025, our digital asset holdings were valued at $18.5 million and consisted of 210.82 bitcoin.

Our corporate treasury

diversification strategy of allocating a portion of the Company’s excess cash reserves to bitcoin emphasizes our belief in bitcoin

as a valuable tool for strategic planning and is designed to accelerate the Company’s expansion into cryptocurrency.

we have consistently stated, we are using a substantial portion of funds to acquire content by providing economic incentives to a small

4 unchanged sentences

paid over 12 to 36 months, commencing in 2026.

following table presents a summary of the consolidated statement of cash flows for the years ended December 31, 2024 and 2023:

Year ended December 31,

Net cash provided by (used in):

following table presents a summary of the consolidated statements of cash flows:

Ended December 31,

provided by (used in):

Operating activities

4 unchanged sentences

(15,644,135 )

(10,410,631 )

Financing activities

Net cash used in operating

activities for the year ended December 31, 2024 primarily consisted of net loss adjusted for certain non-cash items, including a $218.7

million loss on the change in fair value of warrants, contingent consideration and derivative, $21.5 million change in share-based compensation,

$13.6 million change in amortization and depreciation, $1.0 million changes in non-cash lease expenses, as well as changes in operating

assets and liabilities.

The decrease in net cash used in operating activities during the year ended December 31, 2024 compared to the

year ended December 31, 2023 was mostly due to changes in net loss adjusted for certain non-cash items, offset by changes in operating

assets and liabilities.

Net cash used in investing

activities for the year ended December 31, 2024 consisted of $7.2 million in purchases of property, equipment, and intangible assets,

$9.6 million in cash paid in connection with the acquisitions of Callin and North River, and $1.1 million in the sale of marketable securities.

The decrease in net cash used in investing activities during the year ended December 31, 2024 compared to the year ended December 31,

2023 was mainly driven by decreases in purchases of property and equipment and marketable securities, which were partially offset by

a rise in spending on intangible assets.

Additionally, the reduction in net cash used was due to cash payments made to non-accredited

investors related to the Callin acquisition during the year ended December 31, 2024 as well as cash acquired in connection with the Callin

acquisition during the year ended December 31, 2023.

cash used in financing activities for the year ended December 31, 2024 consisted of $2.0 million in taxes paid from the net share settlement

of share-based compensation and $0.4 million in share issuance costs, offset by $0.7 million from proceeds related to stock options exercised.

The decrease in net cash used in financing activities was due to a decrease in taxes paid from the net share settlement of share-based

compensation as well as an increase in proceeds from stock options exercised in the year ended December 31, 2024 compared to net cash

used in the year ended December 31, 2023.

The reduction in net cash used was offset by an increase in share issuance costs.

cash used in operating activities for the year ended December 31, 2025 primarily consisted of net loss adjusted for certain non-cash

items, including $33.8 million in gains from the changes in fair value of warrants, derivatives and digital assets, partially offset

by a $23.8 million change in share-based compensation, $14.6 million in changes in amortization and depreciation, $1.2 million in changes

in non-cash lease expenses,$1.0 million in changes in the provision of credit losses, as well as changes in operating assets and liabilities.

The decrease in net cash used in operating activities during the year ended December 31, 2025 compared to the year ended December 31,

2024 was mostly due to changes in net loss adjusted for certain non-cash items, offset by changes in operating assets and liabilities.

cash used in investing activities for the year ended December 31, 2025 consisted of $7.0 million in purchases of property, equipment,

and intangible assets, and $19.1 million in the purchase of digital assets.

The increase in net cash used in investing activities during

the year ended December 31, 2025 compared to the year ended December 31, 2024 was due to the investment in digital assets, offset by

a decrease in purchases of property, equipment and intangible assets.

Additionally, the cash paid to non-accredited investors related

to the Callin acquisition and cash paid in connection with the North River acquisition in the year ended December 31, 2024 contributed

to the increase in net cash used in investing activities.

cash provided by financing activities for the year ended December 31, 2025 consisted of the issuance of $775.0 million in shares of Class

A Common Stock and a corresponding $525.0 million share repurchase completed in connection with the tender offer, both related to the

strategic investment from Tether.

Share issuance costs of $29.4 million were incurred in connection with the transaction.

Additionally,

the net cash provided by financing activities includes $3.2 million from proceeds related to stock options exercised and employee stock

purchase plan contributions, offset by $3.3 million in taxes paid from the net share settlement of share-based compensation.

in net cash provided by financing activities compared to the year ended December 31, 2025 was due to the proceeds from the strategic

investment from Tether, as well as the proceeds from stock options exercised and employee stock purchase plan contributions.

These inflows

were partially offset by the share repurchases in connection with the tender offer and taxes paid from the net share settlement of share-based

compensation.

of Quarterly Results

for the most recent quarters presented are as follows:

for the most recent quarters presented is as follows:

Total revenue

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$ (43,290,040 )

Financial Measures

supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we use certain non-GAAP financial

measures, as described below, to understand and evaluate our core operating performance.

These non-GAAP financial measures, which may

be different than similarly titled measures used by other companies, are presented to enhance investors’ overall understanding

of our financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented

in accordance with GAAP.

We use the non-GAAP financial measure of:

Adjusted EBITDA, which is defined as net income (loss) excluding interest

income (expense), net, other income (expense), net;

provision for income taxes, depreciation and amortization, share-based compensation

expense, acquisition-related expense, change in fair value of warrants, change in fair value of contingent consideration, and change

in the fair value of derivative.

The Company’s management believes that it is important to consider Adjusted EBITDA, in addition

to net income (loss), as it helps identify trends in our business that could otherwise be masked by the effect of the gains and losses

that are included in net income (loss) but excluded from Adjusted EBITDA.

EBITDA should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP.

are a number of limitations related to the use of Adjusted EBITDA rather than net income (loss), the nearest GAAP equivalent.

of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures, including net income (loss)

and our other financial results presented in accordance with GAAP.

The following table presents a reconciliation of net income (loss),

the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted EBITDA:

GAAP Financial Measures

supplement our consolidated financial statements, which are prepared and presented in accordance with U.S.

GAAP, we use certain non-U.S.

GAAP financial measures, as described below, to understand and evaluate our core operating performance.

These non-U.S.

GAAP financial

measures, which may be different than similarly titled measures used by other companies, are presented to enhance investors’ overall

understanding of our financial performance and should not be considered a substitute for, or superior to, the financial information prepared

and presented in accordance with U.S.

We use the non-U.S.

GAAP financial measure of Adjusted EBITDA, which is defined as net income

(loss) excluding interest income (expense), net, other income (expense), net, provision for income taxes, depreciation and amortization,

share-based compensation expense, acquisition-related transaction costs, change in fair value of warrants, change in fair value of digital

assets, change in fair value of contingent consideration, and change in the fair value of derivative.

The Company’s management

believes that it is important to consider Adjusted EBITDA, in addition to net income (loss), as it helps identify trends in our business

that could otherwise be masked by the effect of the gains and losses that are included in net income (loss) but excluded from Adjusted

EBITDA should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with U.S.

There are a number of limitations related to the use of Adjusted EBITDA rather than net income (loss), the nearest U.S.

GAAP equivalent.

As a result of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures, including net income

(loss) and our other financial results presented in accordance with U.S.

The following table presents a reconciliation of net income

(loss), the most directly comparable financial measure calculated and presented in accordance with U.S.

GAAP, to Adjusted EBITDA:

Reconciliation

of Adjusted EBITDA

For the year ended

the year ended December 31,

$ (81,830,362 )

$ (338,362,779 )

Amortization and depreciation

Share-based compensation expense

Interest income

and depreciation

compensation expense

(10,419,139 )

Other expense

Income tax benefit

Change in fair value of warrants liability

Change in fair value of contingent consideration

Change in fair value of derivative

Acquisition-related transaction costs

Adjusted EBITDA

tax (expense) benefit

in fair value of warrants liability

(24,781,975 )

in fair value of contingent consideration

in fair value of derivative

in fair value of digital assets

Acquisition-related

transaction costs

$ (74,299,119 )

$ (92,069,864 )

Accounting Policies and Estimates

prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of

America (“US GAAP”).

The preparation of consolidated financial statements also requires us to make estimates and assumptions

that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures.

We evaluate our estimates

on a continuous basis.

We base our estimates on historical experience and on various other assumptions that we believe to be reasonable

under the circumstances.

prepare our consolidated financial statements in accordance with US GAAP.

The preparation of consolidated financial statements also requires

us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related

We evaluate our estimates on a continuous basis.

We base our estimates on historical experience and on various other assumptions

that we believe to be reasonable under the circumstances.

Actual results could differ significantly from the estimates made by our management.

To the extent that there

are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of

operations and cash flows will be affected.

To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial

condition, results of operations and cash flows will be affected.

believe the following key accounting policies require significant judgments and estimates used in the preparation of our consolidated

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further information on the summary of significant accounting policies and the effect on our consolidated financial statements, see Note

2, Summary of Significant Accounting Policies, to the consolidated financial statements.

(Business Combination vs Asset Acquisition)

Company evaluates whether acquired net assets should be accounted for as a business combination or an asset acquisition by first applying

a screen test to determine whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable

asset or group of similar identifiable assets.

If so, the transaction is accounted for as an asset acquisition.

If not, the Company applies

its judgment to determine whether the acquired net assets meet the definition of a business by considering if the set includes an acquired

input, process, and the ability to create outputs.

of Intangible Assets

Company acquired intangible assets in connection with the acquisitions of Callin and North River.

A valuation was performed to determine

the estimated fair value of identifiable intangible assets related to the acquisition.

Judgment is required to estimate the fair value

of these identifiable intangible assets.

We may use quoted market prices, prices for similar assets, present value techniques, and other

valuation techniques such as the depreciated replacement cost and relief from royalty methods to prepare these estimates.

to make estimates of future cash flows and discount rates as well as other assumptions in order to implement these valuation techniques.

Due to the degree of judgment involved in our estimation techniques, our estimate may result in a significant difference in the estimation

of fair value.

2, Summary of Significant Accounting Policies, in the accompanying notes to the consolidated financial statements included in “Item

Financial Statements and Supplementary Data.”

Company issues equity awards such as stock options and restricted stock units to certain of its employees, directors, officers and consultants.

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The trade and barter expense is

recorded in sales and marketing expense in the consolidated statement of operations.

recorded in sales and marketing expenses in the consolidated statements of operations.

to Sell Shares to Tether (Unit of Account)

The Company applied judgement in determining whether the support agreements

and agreement to sell shares to Tether were a single unit or multiple units of account.

Given that the agreements were entered into contemporaneously

and in contemplation of one another, the closing of the support agreements was contingent on the close of the sale of shares to Tether,

and the agreements relate to the same underlying risk (the price risk of the Company’s shares), the Company determined that the

overall arrangement was one unit of account.

As a result, the arrangement is accounted for as a derivative, initially and subsequently

measured at fair value with changes through net loss.

See Note 17 for information regarding the estimation of the fair value of the derivative.

Company applied judgment in determining whether the support agreements and agreement to sell shares to Tether were a single unit or multiple

units of account.

Given that the agreements were entered into contemporaneously and in contemplation of one another, the closing of the

support agreements was contingent on the close of the sale of shares to Tether, and the agreements relate to the same underlying risk

(the price risk of the Company’s shares), the Company determined that the overall arrangement was one unit of account.

the arrangement is accounted for as a derivative initially and subsequently measured at fair value with changes through net loss.

Note 16 for information regarding the estimation of the fair value of the derivative.

Accounting Pronouncements

Note 2, Summary of Significant Accounting Policies, to our consolidated financial statements for the years ended December 31, 2024

Note 2, Summary of Significant Accounting Policies, in the accompanying notes to the consolidated financial statements included

Financial Statements and Supplementary Data.”

Act Accounting Election

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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-K

Item 7. Management’s Discussion and Analysis