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Item 1A. Risk Factors

2026-03-11 compared with 2025-03-10 · 168 added, 159 removed, 639 unchanged (34% of the section changed)

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We have a limited operating history, which makes it difficult to evaluate our business and prospects and may increase the risks associated with your investment.

S1 Holdco was formed in 2013 and, as a result, has only a limited operating history upon which our business and prospects may be evaluated.

Although we have experienced substantial revenue growth in our limited operating history, we may not be able to sustain this rate of growth or maintain our current revenue levels.

System1 Holdings was formed in 2013 and, as a result, has only a limited operating history upon which our business and prospects may be evaluated.

Although we have experienced revenue growth during a portion of our limited operating history, we have not been able to sustain this rate of growth in recent years and there is no guarantee that we will be able to maintain our current revenue levels.

We have encountered and will continue to encounter risks and challenges frequently experienced by growing companies in rapidly developing industries, including risks related to our ability to:

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• distinguish ourselves from competitors;

• develop, offer, maintain and continually improve a competitive customer acquisition marketing platform that meets the evolving needs of our consumers and platform customers;

• scale our business efficiently to keep pace with demand for services such as RAMP and other digital media and advertising technology offerings;

• develop, offer, maintain and continually improve a competitive customer acquisition platform that meets the evolving needs of our consumers and platform customers;

• scale our business efficiently to keep pace with demand for services such as our platform and other digital media and advertising technology offerings;

• create new revenue opportunities through acquiring new businesses and successfully integrate and meaningfully grow those businesses;

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If we are unable to do so, our business may suffer, our revenue and operating results may decline and we may not be able to achieve further growth or sustain profitability.

Our revenue is tied to the effectiveness and performance of our Responsive Acquisition Marketing Platform.

If RAMP does not acquire users with the relevant commercial intent to our websites via acquisition marketing channels, we may not be able to profitability monetize users.

Our revenue is tied to the effectiveness and ability to acquire traffic in a cost-effective manner.

Our revenue and operating results depend on our ability to generate revenue from advertisers and advertising networks by cost-effectively acquiring consumer Internet traffic and then directing these intent-driven consumers to our advertising partners.

If we are unable to cost-

effectively acquire users or provide value to our advertising partners based on their traffic acquisition costs, they may decline to utilize us to acquire and monetize users, which would harm our revenue and operating results.

If we are unable to cost-effectively acquire users or provide value to our

advertising partners based on their traffic acquisition costs, they may decline to utilize us to acquire and monetize users, which would harm our revenue and operating results.

A meaningful portion of our revenue is attributable to our agreements with Google, and therefore is subject to its practices.

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Moreover, if third parties that we work with violate applicable laws or our policies, such violations also may put consumer or advertiser information at risk and could in turn harm our reputation, business and operating results.

We rely on large-scale acquisition marketing channels, such as Google, Meta, Outbrain, and TikTok, as well as our Network Partners, for a significant portion of our consumer Internet traffic.

Consumer Internet traffic acquired and/or referred through acquisition marketing channels also provides a significant amount of the first party data that improves the predictive power of RAMP, which we leverage to deliver relevant users to our advertisers.

We rely on our Marketing and Network Partners for a significant portion of our consumer Internet traffic.

Consumer Internet traffic acquired and/or referred through acquisition marketing channels and Network Partners also provide a significant amount of the first party data that improves the predictive power of our platform, which we leverage to deliver relevant users to our advertisers.

If we are unable to maintain these relationships with these acquisition marketing channels, our business, financial condition and results of operations could be adversely affected.

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Traffic building and conversion initiatives involve considerable expenditures for online advertising and marketing.

We have made, and expect to continue to make, significant expenditures for search engine marketing (primarily in the form of developing and maintaining a database of keywords and search terms, for which we purchase advertising primarily through Google and, to a lesser extent, Microsoft and Yahoo!), online display advertising and native advertising in connection with these initiatives, which may not be successful or cost-effective.

We have made, and expect to continue to make, significant expenditures for search engine marketing (primarily in the form of developing and maintaining a database of keywords and search terms, for which we purchase advertising primarily through Google and, to a lesser extent, Microsoft and Yahoo!), social media channels, online display advertising and native advertising in connection with these initiatives, which may not be successful or cost-effective.

To continue to reach consumers and users, we will need to identify and devote more of our overall marketing expenditures to digital advertising channels (such as online video and other digital platforms), as well as reach consumers and users via these channels.

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In addition, the metrics we provide may differ from estimates published by third parties or from similar metrics of our competitors due to differences in methodology.

If our advertisers do not perceive our metrics to be accurate, or if we discover material inaccuracies in our metrics, it could adversely affect our online marketing efforts and business.

If our advertisers do not perceive our metrics to be

accurate, or if we discover material inaccuracies in our metrics, it could adversely affect our online marketing efforts and business.

We have entered into, and may in the future enter into, credit facilities which contain operating and financial covenants that restrict our business and financing activities.

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• make payments in respect of subordinated debt.

Our obligations under our credit facilities are collateralized by a pledge of substantially all of our assets, including accounts receivable, deposit accounts, intellectual property, and investment property and equipment.

Our obligations under our credit facilities are collateralized by a pledge of S1 Holdco and its subsidiaries remain obligors and guarantors under our Term Loan and Revolving Facility, including accounts receivable, deposit accounts, intellectual property, and investment property and equipment, and System1 Holdings and S1 Media are not parties thereto.

The covenants in our credit facilities may limit our ability to take actions and, in the event that we breach one or more covenants (including the timely delivery of financial statements), our lenders may choose to declare an event of default and require that we immediately repay all amounts outstanding, terminate the commitment to extend further credit and foreclose on the collateral granted to them to collateralize such indebtedness, which includes our intellectual property.

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If our cash flows and credit facility borrowings are insufficient to fund our working capital requirements, we may not be able to grow at the rate we currently expect or at all.

In addition, in

the absence of sufficient cash flows from operations, we might be unable to meet our obligations under our credit facility, and we may therefore be at risk of default thereunder.

In addition, in the absence of sufficient cash flows from operations, we might be unable to meet our obligations under our credit facility, and we may therefore be at risk of default thereunder.

If we raise additional funds through future issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock.

If we are unable to secure additional funding on favorable terms, or at all, when we require it, our ability to continue to grow our business to react to market conditions could be impaired and our business may be harmed.

We have a significant amount of debt maturing in the near term that may not be refinanced or repaid, which could materially and adversely affect our financial condition and liquidity.

We have $255.1 million of outstanding indebtedness under our Term Loan that is scheduled to mature in July 2027.

This maturity means that these long-term obligations will be reclassified as current liabilities on our balance sheet during fiscal 2026, which will significantly increase our short-term obligations.

Our ability to repay or refinance this debt when it becomes due will depend on our financial performance and our ability to generate sufficient cash flow from operations.

This, in turn, is subject to prevailing economic, financial, business, and other factors, many of which are beyond our control.

We cannot guarantee that we will be able to refinance these obligations on commercially reasonable terms, or at all.

If we are unable to successfully repay or refinance our maturing debt:

• We may be forced to seek alternative financing, sell assets, or pursue a debt restructuring on unfavorable terms.

• A default on our obligations could be triggered, which could, in turn, result in an acceleration of other outstanding debt.

There is substantial doubt about our ability to continue as a going concern, which may adversely affect our business, financial condition and results of operations.

We have incurred recurring operating losses and negative cash flows from operations as we continue to invest in the development and enhancement of our advertising technology platform, expand our sales and marketing efforts, and operate in a highly competitive and rapidly evolving digital advertising ecosystem.

As a result, our liquidity position is limited, and we must carefully manage our capital resources to fund our operations and meet our obligations as they become due.

Our ability to continue as a going concern is dependent on our ability to increase advertiser demand on our platform, retain and expand relationships with publishers and advertisers, improve gross margins, and effectively control operating expenses.

The digital advertising market is subject to significant volatility, including fluctuations in advertiser spending, increased competition from larger and better-capitalized competitors, changes in data privacy laws and platform policies, and broader macroeconomic uncertainty, any of which could materially and adversely affect our revenue and cash flows.

We expect that our existing cash and cash equivalents may not be sufficient to fund our operations and capital requirements beyond the near term, and we may need to obtain additional financing or pursue strategic alternatives to support our operations.

There can be no assurance that additional capital will be available when needed, on acceptable terms, or at all.

Market conditions, our financial performance, and other factors may limit our ability to access the capital markets or obtain financing from third parties.

If we are unable to improve our operating results, generate positive cash flows, or secure additional sources of liquidity, we may be required to take actions that could materially harm our business, including reducing headcount, limiting sales and marketing activities, renegotiating or defaulting on contractual obligations, selling assets, or pursuing restructuring or insolvency-related proceedings.

Any of these outcomes could have a material adverse effect on our business, financial condition, results of operations, and the value of our securities.

The transfer of assets in connection with our business restructuring is subject to legal challenge by certain creditors, including claims of fraudulent transfer or conveyance, which could result in significant liabilities.

On August 1, 2024, we undertook a corporate reorganization, the result of which was that all of the assets and business operations of the Company are now held by System1 Holdings, LLC ("System1 Holdings"), a newly formed intermediate holding company of which we maintain the controlling interest and in which the non-controlling interest is owned by the holders of our Class C common stock.

Following the corporate reorganization,

(a) System1 Holdings now owns 100% of S1 Holdco, LLC ("S1 Holdco"), the previous intermediate holding company with the non-controlling interests, and 100% of S1 Media, LLC ("S1 Media"), another new subsidiary formed in connection with the corporate reorganization, (b) S1 Media holds the assets and business operations associated with our Products businesses, which include CouponFollow, Startpage and MapQuest and (c) S1 Holdco holds our assets related to our Marketing businesses.

System1 Holdings holds our remaining assets and business operations.

S1 Holdco and its subsidiaries remain obligors and guarantors under our Term Loan and Revolving Facility, and System1 Holdings and S1 Media are not parties thereto.

While this was done to streamline operations, certain non-participating or dissenting debt holders may challenge these asset transfers.

Creditors may allege that the transfers were intentional and constructional fraudulent conveyances and voidable transactions because they were made for less than "reasonably equivalent value" while we were in financial distress or that the transfer was intended to delay, hinder, or defraud creditors.

If a court were to find these transfers to be fraudulent or voidable, we could be required to unwind the transaction and pay substantial damages.

Defending against these types of claims could be expensive, distract management, and divert significant company resources.

A successful legal challenge could have a material adverse effect on our financial condition and a negative impact on our reputation and ability to secure financing in the future.

We cannot predict with certainty whether such litigation will occur or what the outcome might be.

In September 2025, certain lenders under our Credit Agreement (as defined below), filed a lawsuit in the Supreme Court of the State of New York alleging (i) breach of contract against certain named subsidiaries of the Company that are parties to the Credit Agreement related to the corporate reorganization transactions undertaken by us in August 2024 to better align its corporate entity structure with its reportable business segments (the "Corporate Reorg Transactions"), (ii) both intentional fraudulent transfer and constructive fraudulent transfer against certain named subsidiaries of the Company, including certain subsidiaries that are parties to the Credit Agreement, related to certain steps that such defendants undertook in connection with certain transactions undertaken by the Company related to the sale of its Total Security business in November 2023 and (iii) both intentional fraudulent transfer and constructive fraudulent transfer against certain named subsidiaries of the Company, including certain subsidiaries that are parties to the Credit Agreement, related to certain steps that such defendants undertook in connection with the Corporate Reorg Transactions.

For more information on this matter, See Part II, Item 8 "Financial Statements and Supplementary Data — Note 8, Commitments and Contingencies" in our consolidated financial statements included in this report.

Operational and performance issues with our platform, whether real or perceived, including a failure to respond to technological changes or to upgrade our technology systems, may adversely affect our business, financial condition and operating results.

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and optimize campaign performance in real time and provide billing information to our financial systems.

If RAMP cannot scale to meet demand, if there are errors in our execution of any of these functions on our platform, or if we experience outages, then our business may be harmed.

If our marketing platform cannot scale to meet demand, if there are errors in our execution of any of these functions on our platform, or if we experience outages, then our business may be harmed.

We may also face material delays in introducing new services, products and enhancements.

If competitors introduce new products and services using new technologies or if new industry standards and practices emerge, our existing proprietary technology and systems may become obsolete.

RAMP is complex and multifaceted, and operational and performance issues could arise both from the platform itself and from outside factors.

• Our platform is complex and multifaceted, and operational and performance issues could arise both from the platform itself and from outside factors.

Errors, failures, vulnerabilities or bugs have been found in the past, and may in the future, be found.

Our platform also relies on third-party technology and systems to perform properly, and our platform is often used in connection with computing environments utilizing different operating systems, system management software, equipment and networking configurations, which may cause errors in, or failures of, our platform or such other computing environments.

Operational and performance issues with our platform could include the failure of our user interface, outages, errors during upgrades or patches, discrepancies in costs billed versus costs paid, unanticipated volume overwhelming our databases, server failure, or catastrophic events affecting one or more server farms.

Operational and performance issues with our platform could include the failure of our user interface, outages, errors

during upgrades or patches, discrepancies in costs billed versus costs paid, unanticipated volume overwhelming our databases, server failure, or catastrophic events affecting one or more server farms.

While we have built redundancies in our systems, full redundancies do not exist.

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If we are unable to anticipate or react to these continually evolving conditions, or if we make bad decisions regarding investments, we could lose market share and experience a decline in our revenue that could adversely affect our business and operating results.

Additionally, if new or existing competitors have more attractive offerings, we may lose customers or customers may decrease their use of RAMP and other software products and services that we provide.

Additionally, if new or existing competitors have more attractive offerings, we may lose customers or customers may decrease their use of our platform and other software products and services that we provide.

To compete successfully, we must maintain an innovative research and development effort to develop new solutions and enhance our existing solutions, effectively adapt to changes in the technology or product rights held by our competitors, appropriately respond to competitive strategies, and effectively adapt to technological changes and changes in the ways that our information is accessed, used, and stored by our customers.

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We believe that we also must continue to dedicate a significant amount of resources to our research and development efforts to decrease our reliance on third parties.

If we do not achieve the benefits anticipated from these investments, or if the achievement of these benefits is delayed, our operating results may be adversely affected.

If we do not achieve the benefits

anticipated from these investments, or if the achievement of these benefits is delayed, our operating results may be adversely affected.

Additionally, we must continually address the challenges of dynamic and accelerating market trends and competitive developments.

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As our costs increase, we may not be able to generate sufficient revenue to sustain profitability.

We have expended significant resources to grow our business in recent years by investing in the scope and breadth of RAMP, spending to acquire or develop software products and websites, growing our number of employees and expanding internationally.

We have expended significant resources to grow our business in recent years by investing in the scope and breadth of our platform and service offerings, spending to acquire or develop software products and websites, growing our number of employees and expanding internationally.

We anticipate continued growth would require substantial financial and other resources to, among other things:

• develop our existing websites, invest in RAMP and our other software products, including by investing in our engineering team, creating, acquiring or licensing new products or features, and improving the availability and security of our platform and product offerings;

• develop our existing websites, invest in our technology platform and our other software products, including by investing in our engineering team, creating, acquiring or licensing new products or features, and improving the availability and security of our platform and product offerings;

• create new products and services to meet consumer and partner demands;

• continue to expand internationally by and spend through RAMP by adding inventory and data from countries our clients are seeking;

• continue to expand internationally by and spend through our platform by adding inventory and data from countries our clients are seeking;

• improve our technology infrastructure, including investing in internal technology development and acquiring or licensing outside technologies;

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We expect that these will continue to be significant channels used by our clients for digital advertising.

Should our clients lose confidence in the value or effectiveness of mobile, display and video advertising, the demand for RAMP could decline.

Should our clients lose confidence in the value or effectiveness of mobile, display and video advertising, the demand for our services could decline.

We have been, and are continuing to, enhance our social, native, audio and CTV offerings.

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Likewise, the capital and credit markets may be adversely affected by fears of war, such as the war between Russia and Ukraine, and the conflict in the Middle East involving Israel and Hamas and the possibility of a wider European or global conflict, and global sanctions imposed in response thereto.

A severe or prolonged economic downturn could result in a variety of risks to our business, including diminished liquidity, weakened demand for our software products, RAMP and related products and services or delays in advertiser payments.

A severe or prolonged economic downturn could result in a variety of risks to our business, including diminished liquidity, weakened demand for our software products, our platform and related products and services or delays in advertiser payments.

A weak or declining economy could also strain our media supply channels and reduce the demand for or rates paid for advertising by brands and marketers.

Any of the foregoing could harm our business and we cannot anticipate all the ways in which the current global economic crisis and financial market conditions could adversely impact our business.

We identified material weaknesses in our internal control over financial reporting.

If we are unable to remediate the material weaknesses, or if other material weaknesses are identified, we may not be able to report our financial results accurately, prevent or detect material misstatements due to fraud or error, or file our periodic reports as a public company in a timely manner.

We have identified material weaknesses in our internal control over financial reporting as of December 31, 2024.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

The material weaknesses identified were as follows:

• We did not design and maintain an effective control environment commensurate with our financial reporting requirements.

Specifically, we lacked a sufficient number of professionals with an appropriate level of accounting knowledge, training and experience to appropriately analyze, record and disclose accounting matters timely and accurately.

Additionally, the limited personnel resulted in an inability to consistently establish appropriate authorities and responsibilities in pursuit of financial reporting objectives, as demonstrated by, among other things, insufficient segregation of duties in our finance and accounting functions.

• We did not design and maintain effective controls in response to the risks of material misstatement.

Specifically, changes to existing controls or the implementation of new controls have not been sufficient to respond to changes to the risks of material misstatement to financial reporting.

These material weaknesses contributed to the following additional material weaknesses:

• We did not design and maintain effective controls to timely analyze and record the financial statement effects from complex, non-routine transactions, including acquisitions, dispositions, equity commitments and post-combination compensation arrangements.

Specifically, we did not design and maintain effective controls over the application of US GAAP to such transactions, and, as it relates to acquisitions, did not design and maintain effective controls over (i) the review of the inputs and assumptions used in the measurement of assets acquired and liabilities assumed, including discounted cash flow analysis to value

acquired intangible assets at an appropriate level of precision, (ii) the tax impacts of acquisitions to the financial statements, and (iii) conforming of US GAAP and accounting policies of acquired entities to that of the Company.

In addition, we did not design and maintain effective controls relating to the oversight and ongoing recording of the financial statement results of the acquired businesses.

• We did not design and maintain formal accounting policies, procedures and controls to achieve complete, accurate and timely financial accounting, reporting and disclosures, including controls over (i) the preparation and review of business performance reviews, account reconciliations journal entries, and identification of asset groups and (ii) maintaining appropriate segregation of duties.

Additionally, we did not design and maintain controls over the classification and presentation of accounts and disclosures in the consolidated financial statements, including the statement of cash flows.

This Annual Report does not include an attestation report of the Company’s independent registered public accounting firm due to a transition period established by SEC rules and regulations for newly public companies.

We are not required to have, or to engage our independent registered public accounting firm to perform, an audit of the effectiveness of our internal controls over financial reporting for as long as we are an “emerging growth company” pursuant to the provisions of the JOBS Act.

We are in the process of, and we are focused on, designing and implementing effective measures to improve our internal control over financial reporting and remediate the material weaknesses.

Our remediation efforts to address the identified material weaknesses are ongoing.

Our efforts include a number of actions:

• Assessed the need of additional senior level accounting personnel with applicable technical accounting knowledge, training, and experience in accounting matters, and hired the appropriately skilled resources, continuing to assess the needs within the accounting department to ensure sufficient coverage for accounting and financial reporting;

• Designing and implementing controls to formalize roles and review responsibilities to align with our team’s skills and experience and designing and implementing controls ensuring segregation of duties;

• Engaged an accounting advisory firm to assist with the documentation, evaluation, remediation and testing of our internal control over financial reporting based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission;

• Designing and implementing controls to address the financial reporting risks over the accounting for dispositions, acquisitions and other complex, non-routine transactions, including controls over the preparation and review of accounting memoranda addressing these matters, valuations and key assumptions utilized in the valuations, allocation of goodwill to reporting units, tax impacts, and ongoing recording of the financial statement results of the acquired businesses;

• Designing and implementing formal accounting policies with periodic reviews, procedures and controls supporting our period-end financial reporting process, including controls over the preparation and review of account reconciliations and journal entries, business performance reviews, foreign exchange gains/losses for intercompany transactions, appropriate determination of asset groups for impairment consideration and classification and presentation of accounts and disclosures, including the statement of cash flows;

We believe the measures described above will facilitate the remediation of the material weaknesses we have identified and will strengthen our internal control over financial reporting.

We are committed to continuing to improve our internal control over financial reporting and will continue to review, optimize and enhance our processes, procedures and controls.

As we continue to evaluate and work to improve our internal control over financial reporting, we may take additional measures to address control deficiencies, or we may modify, or in appropriate circumstances not complete, certain of the remediation measures described above.

These material weaknesses will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Therefore, these material weaknesses have not been remediated as of December 31, 2024.

If we continue to fail to maintain effective internal control over financial reporting in the future, we may not be able to accurately or timely report our financial condition or results of operations.

If our internal control over financial reporting continues to not be effective, it may adversely affect investor confidence in us and the price of our common stock.

If material weaknesses are identified, we may not be able to report our financial results accurately, prevent or detect material misstatements due to fraud or error, or file our periodic reports as a public company in a timely manner.

Effective internal controls are necessary for companies to provide reliable and accurate financial reporting and financial statements for external purposes in accordance with generally accepted accounting principles.

A failure to maintain effective internal control processes could lead to violations, unintentional or otherwise, of laws and regulations.

In the past, we have determined that there were certain material weaknesses in our internal control over financial reporting, which have since been remediated.

If the additional controls and procedures that we have implemented to remediate the material weaknesses prove to be insufficient or if we identify other control deficiencies that individually or together constitute significant deficiencies or material weaknesses, Our ability to record, process, and report financial information accurately, and to prepare financial statements within required time periods, could be adversely affected.

Litigation, government investigations, or regulatory enforcement actions arising out of any such failure or alleged failure could subject System1 to civil and criminal penalties that could materially and adversely affect our reputation, financial condition, and operating results.

Similarly, the control deficiency, remediation efforts, and any related litigation, government investigations, or regulatory enforcement actions will require management attention and resources, cause us to incur unanticipated costs, and negatively affect investor confidence in our financial statements, cause us reputational harm, and raise other risks to its operations.

If we fail to maintain effective internal control over financial reporting in the future, we may not be able to accurately or timely report our financial condition or results of operations.

If our internal control over financial reporting is not effective, it may adversely affect investor confidence in us and the price of our common stock.

As a public company, we are subject to the reporting obligations under the U.S.

securities laws.

The SEC, as required under Section 404 of the Sarbanes-Oxley Act of 2002, has adopted rules requiring certain public companies to include a report of management on the effectiveness of such company’s internal control over financial reporting in its annual report.

Management has identified material weaknesses in our internal control over financial reporting.

While the material weaknesses identified remain unremediated, or if we identify additional weaknesses or fail to timely and successfully implement new or improved controls, our ability to assure timely and accurate financial reporting may be adversely affected, and we could suffer a loss of investor confidence in the reliability of our financial statements, which in turn could negatively impact the trading price of our shares of common stock, result in lawsuits being filed against us by our stockholders, or otherwise harm our reputation.

If additional material weaknesses are identified in the future, it could be costly to remediate such material weaknesses, which may adversely affect our results of operations.

A significant portion of our assets consists of other intangible assets, the value of which may be reduced if we determine that those assets are impaired.

As of December 31, 2024, the net carrying value of other intangible assets represented $304.7 million, or 66% of our total assets.

The SEC, as required under Section 404 of the Sarbanes-Oxley Act of 2002, has adopted rules that we evaluate and determine the effectiveness of our internal control over financial reporting and provide a management report on our internal control over financial reporting.

This Annual Report does not include an attestation report of the Company’s independent registered public accounting firm due to the SEC rules and regulations for certain public companies.

We are not required to have, or to engage our independent registered public accounting firm to perform, an audit of the effectiveness of our internal controls over financial reporting for as long as we are "smaller reporting company" pursuant to the provisions of Regulation S-K.

Our platform system applications are complex, multi-faceted and include applications that are highly customized in order to serve and support our clients, advertising inventory and data suppliers, as well as support our financial reporting obligations.

We regularly make improvements to our platform to maintain and enhance our competitive position.

In the future, we may implement new offerings and engage in business transactions, such as acquisitions, reorganizations or implementation of new information systems.

These factors require us to develop and maintain our internal controls, processes and reporting systems, and we expect to incur ongoing costs in this effort.

We may not be successful in developing and maintaining effective internal controls, and any failure to develop or maintain effective controls, or any difficulties encountered in their implementation or improvement, could harm our operating results or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods.

If we identify weaknesses or fail to timely and successfully implement new or improved controls, our ability to assure timely and accurate financial reporting may be adversely affected, and we could suffer a loss of investor confidence in the reliability of our financial statements, which in turn could negatively impact the trading price of our shares of common stock, result in lawsuits being filed against us by our stockholders, or otherwise harm our reputation.

If material weaknesses are identified in the future, it could be costly to remediate such material weaknesses, which may adversely affect our results of operatio ns and if we are unable to comply with the requirements of the Sarbanes-Oxley Act in a timely manner, then, we may be late with the filing of our periodic reports, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common stock could be negatively affected.

Such failures could also subject us to investigations by

New York Stock Exchange ("NYSE") , the stock exchange on which our securities are listed, the SEC or other regulatory authorities, and to litigation from stockholders, which could harm our reputation, financial condition or divert financial and management resources from our core business.

A significant portion of our assets consists of goodwill and other intangible assets, the value of which may be reduced if we determine that those assets are impaired.

As of December 31, 2025, the net carrying value of goodwill and other intangible assets represented $230.5 million, or 57% of our total assets.

Indefinite-lived intangible assets, such as goodwill, are evaluated for impairment annually, or more frequently if circumstances indicate impairment may have occurred.

Finite-lived intangible assets totaling $148.1 million are amortized up to 10 years.

Based on our annual goodwill impairment test in the fourth quarter of 2024, we determined our intangible assets were not impaired.

If future operating performance were to fall below current projections or if there are material changes to management’s assumptions, we could be required to recognize additional non-cash charges to operating earnings for other intangible asset impairment, which could be significant.

We may experience outages and disruptions on RAMP, our websites and other software products if we fail to maintain adequate security and supporting infrastructure as we scale RAMP, websites and other software products, which may harm our reputation and negatively impact our business, financial condition and operating results.

Based on our annual impairment test in the fourth quarter of 2025, we determined our intangible assets were not impaired.

If future operating performance were to fall below current projections or if there are material changes to management’s assumptions, we could be required to recognize additional non-cash charges to operating earnings for goodwill and other intangible asset impairment, which could be significant.

We may experience outages and disruptions on our platform, our websites and other software products if we fail to maintain adequate security and supporting infrastructure as we scale our platform, websites and other software products, which may harm our reputation and negatively impact our business, financial condition and operating results.

We rely on our own and third-party computer systems, hardware, software, technology infrastructure and online sites and networks for both internal and external operations that are critical to our business (collectively, "IT Systems").

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The steps we take to increase the reliability, integrity and security of our platform, our software products, and our websites as they scale are expensive and complex, and our execution could result in operational failures and increased vulnerability to cyber and ransomware attacks.

Such cyber and ransomware attacks could include denial-of-service attacks impacting service availability (including the

ability to deliver ads) and reliability, social engineering/phishing or the introduction of computer viruses or malware (including ransomware) into our IT Systems with a view to steal confidential or proprietary data or personal information.

Such cyber and ransomware attacks could include denial-of-service attacks impacting service availability (including the ability to deliver ads) and reliability, social engineering/phishing or the introduction of computer viruses or malware (including ransomware) into our IT Systems with a view to steal confidential or proprietary data or personal information.

Cyberattacks are expected to accelerate on a global basis in frequency and magnitude as threat actors are becoming increasingly sophisticated in using techniques and tools—including artificial intelligence—that circumvent security controls, evade detection and remove forensic evidence.

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We are also vulnerable to human or technological error, malicious code embedded in open-source software, misconfigurations, "bugs" or other vulnerabilities in our IT Systems or in commercial software that is integrated into our (or our suppliers’ or service providers’) IT Systems, products or services and unintentional errors or malicious actions by persons with authorized access to our IT Systems that exceed the scope of their access rights, distribute data erroneously, or, unintentionally or intentionally, interfere with the intended operations of our platform, websites and other software products.

Moreover, we could be adversely impacted by outages and disruptions in the online platforms of our inventory and data suppliers, such as real-time advertising exchanges, which may harm our reputation and negatively impact our business, financial condition and results of operations.

Moreover, we could be adversely impacted by outages and disruptions in the online platforms of our inventory and data suppliers, such as real-time

advertising exchanges, which may harm our reputation and negatively impact our business, financial condition and results of operations.

Any adverse impact to the availability, integrity or confidentiality of our IT Systems or data can result in legal claims or proceedings (such as class actions), regulatory investigations and enforcement actions, fines and penalties, negative reputational impacts that cause us to lose existing or future customers, and/or significant incident response, system restoration or remediation and future compliance costs.

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A failure by us to build our brands and maintain consumer expectations of our brands could harm our reputation and damage our ability to attract and retain consumers, which could adversely affect our business.

If consumers do not perceive our portfolio websites or our software products offer a better user experience or offer good value for the services, or if advertisers do not perceive RAMP as a more effective platform, our reputation and the strength of our brand may be adversely affected.

If consumers do not perceive our portfolio websites or our software products offer a better user experience or offer good value for the services, or if advertisers do not perceive our service offering as a more effective platform, our reputation and the strength of our brand may be adversely affected.

Some of our competitors have more resources than we do and can spend more advertising their brands and technology solutions.

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We currently have account management, inventory, and other personnel in countries within North America, Europe and Asia, and we anticipate expanding our international operations in the future.

Some of the countries into

which we are, or potentially may, expand score unfavorably on the Corruption Perceptions Index, or CPI, of Transparency International.

Some of the countries into which we are, or potentially may, expand score unfavorably on the Corruption Perceptions Index, or CPI, of Transparency International.

Our teams outside the U.S.

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We may in the future explore potential acquisitions of companies or technologies, strategic investments, or alliances to strengthen our business.

Even if we identify an appropriate acquisition candidate, we may not be successful in negotiating the terms or obtaining the financing for the acquisition, and our due diligence may fail to

identify all of the problems, risks, liabilities or other shortcomings or challenges of an acquired business, product or technology, including issues related to intellectual property, product quality or technology infrastructure and architecture, regulatory compliance practices, revenue recognition or other accounting practices or employee or client issues, and other issues including, but not limited to, the following:

Even if we identify an appropriate acquisition candidate, we may not be successful in negotiating the terms or obtaining the financing for the acquisition, and our due diligence may fail to identify all of the problems, risks, liabilities or other shortcomings or challenges of an acquired business, product or technology, including issues related to intellectual property, product quality or technology infrastructure and architecture, regulatory compliance practices, revenue recognition or other accounting practices or employee or client issues, and other issues including, but not limited to, the following:

• regulatory requirements or delays;

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Future acquisitions could also result in dilutive issuances of our equity securities, the incurrence of debt, contingent liabilities, amortization expenses or the impairment of goodwill, any of which could harm our business, financial condition and operating results.

We may pursue new business lines which could disrupt and adversely affect our operating results.

We may pursue new business line, including, but not limited to, AI-enabled services.

Such initiatives

present new challenges for us, including some which we cannot anticipate at this time.

Gaining familiarity

with a new business line may require significant time and focus from our management team and may divert

attention from the day-to-day operations of our existing business.

Our future success depends on the continuing efforts of our key employees, and our ability to attract, hire, retain and motivate highly skilled employees in the future.

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Employee turnover, including any potential future changes in our management team, could disrupt our business.

For instance, in 2021, we replaced both Chief Executive Officer and Chief Technology Officer.

For instance, in 2024, our Chief Technology Officer departed the Company and was not replaced until 2025.

Our employees are at-will employees and may terminate their employment with us at any time.

The loss of one or more of our executive officers, especially Mr.

Blend, our CEO and Co-Founder, or our inability to attract and retain highly skilled employees, could have an adverse effect on our business, financial condition and operating results.

Blend, our CEO and Co-Founder and Mr.

Ursini, our President and Co-Founder, or our inability to attract and retain highly skilled employees, could have an adverse effect on our business, financial condition and operating results.

We may need to change our pricing models to compete successfully.

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Most members of our management team have limited experience managing a publicly traded company, interacting with public company investors, and complying with the increasingly complex laws, rules and regulations that govern public companies.

As a public company following completion of the Merger, we are subject to significant obligations relating to reporting, procedures and internal controls, and our management team may not successfully or efficiently manage such obligations.

As a public company, we are subject to significant obligations relating to reporting, procedures and internal controls, and our management team may not successfully or efficiently manage such obligations.

These obligations and scrutiny will require significant attention from our management and could divert their attention away from the day-to-day management of our business, which could adversely affect our business, financial condition and results of operations.

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• cross-border e-commerce issues;

• ease of access by our users to our product offerings, including RAMP.

• ease of access by our users to our product offerings, including our platform.

The adoption of any new laws or regulations, or the application or interpretation of existing laws or regulations to the Internet, could hinder growth in the use of the Internet and online services generally, and decrease acceptance of the Internet and online services as a means of communications, e-commerce and advertising.

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This legislation and regulation is generally intended to protect individual privacy and the privacy and security of personal information.

We could be adversely affected if government regulations require us to significantly change our business practices with respect to this type of information or if the advertisers RAMP violate applicable laws and regulations.

We could be adversely affected if government regulations require us to significantly change our business practices with respect to this type of information.

Changes in applicable laws and regulations may materially increase our direct and indirect compliance and other expenses of doing business, having a material adverse effect on our business, financial condition and results of operations.

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We cannot predict whether any proposed legislation or regulatory changes will be adopted, or what impact, if any, such proposals or, if enacted, such laws could have on our business, results of operations and financial condition.

approval, increased scrutiny or oversight by regulatory authorities, the suspension of individual employees, limitations on engaging in a particular business or redress to customers.

The cost of compliance and the consequences of non-compliance could have a material adverse effect on our business, results of operations and financial condition.

If we are alleged to have failed to comply with applicable laws and regulations, we may be subject to investigations, criminal penalties or civil remedies, including fines, injunctions, loss of an operating license or approval, increased scrutiny or oversight by regulatory authorities, the suspension of individual employees, limitations on engaging in a particular business or redress to customers.

The cost of compliance and the

consequences of non-compliance could have a material adverse effect on our business, results of operations and financial condition.

In addition, a finding that we have failed to comply with applicable laws and regulations could have a material adverse effect on our business, results of operations and financial condition by exposing us to negative publicity and reputational damage or by harming our customer or employee relationships.

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We adopt appropriate policies and procedures and conduct training, but cannot guarantee that improprieties will not occur.

Noncompliance with these laws could subject us to investigations, sanctions, settlements, prosecution, other

enforcement actions, disgorgement of profits, significant fines, damages, other civil and criminal penalties or injunctions, suspension and/or debarment from contracting with specified persons, the loss of export privileges, reputational harm, adverse media coverage, and other collateral consequences.

Noncompliance with these laws could subject us to investigations, sanctions, settlements, prosecution, other enforcement actions, disgorgement of profits, significant fines, damages, other civil and criminal penalties or injunctions, suspension and/or debarment from contracting with specified persons, the loss of export privileges,

reputational harm, adverse media coverage, and other collateral consequences.

Any investigations, actions and/or sanctions could have a material negative impact on our business, operating results and financial condition.

Privacy and data protection laws to which we are subject may cause us to incur additional or unexpected costs, subject us to enforcement actions for compliance failures, or cause us to change RAMP or our business model, which may have a material adverse effect on our business.

Privacy and data protection laws to which we are subject may cause us to incur additional or unexpected costs, subject us to enforcement actions for compliance failures, or cause us to change offerings or our business model, which may have a material adverse effect on our business.

Information relating to individuals and their devices (sometimes called "personal information" or "personal data") is regulated under a wide variety of local, state, national, and international laws and regulations that apply to the collection, use, retention, protection, disclosure, transfer (including transfer across national boundaries) and other processing of such data.

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In addition to laws regulating the processing of personal information, we are also subject to regulation with respect to political advertising activities, which are governed by various federal and state laws in the U.S., and national and provincial laws worldwide.

process to which they relate, the identity of the person who paid for them and how much they paid, and whether such advertisements have been targeted.

Online political advertising laws are rapidly evolving, and in certain jurisdictions have varying transparency and disclosure requirements.

For example, in November 2023, EU legislators reached a political agreement regarding a regulation to increase transparency in political advertising – under the proposed rules, political adverts will need to be clearly labelled as such and must indicate the election, referendum or regulatory process to which they relate, the identity of the person who paid for them and how much they paid, and whether such advertisements have been targeted.

Online political advertising laws are rapidly evolving, and in certain

jurisdictions have varying transparency and disclosure requirements.

We have already seen publishers impose varying prohibitions and restrictions on the types of political advertising and breadth of targeted advertising allowed on their platforms with respect to advertisements for the 2020 U.S.

presidential election in response to political advertising scandals like Cambridge Analytica.

The lack of uniformity and increasing requirements on transparency and disclosure could adversely impact the inventory made available for political advertising and the demand for such inventory on RAMP, and otherwise increase our operating and compliance costs.

Concerns about political advertising, whether or not valid and whether or not driven by applicable laws and regulations, industry standards, client or inventory provider expectations, or public perception, may harm our reputation, result in loss of goodwill, and inhibit use of RAMP by current and future clients.

The lack of uniformity and increasing requirements on transparency and disclosure could adversely impact the inventory made available for political advertising and the demand for such inventory on our platform, and otherwise increase our operating and compliance costs.

Changes in data residency and cross-border transfer restrictions also impact our operations.

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Additional laws, regulations, and standards covering marketing, advertising, and other activities may be or become applicable to our business.

As laws and regulations, including FTC enforcement,

rapidly evolve to govern the use of these communications and marketing platforms, the failure by us, our employees or third parties acting at our direction to abide by applicable laws and regulations could adversely impact our business, financial condition and results of operations or subject us to fines or other penalties.

As laws and regulations, including FTC enforcement, rapidly evolve to govern the use of these communications and marketing platforms, the failure by us, our employees

or third parties acting at our direction to abide by applicable laws and regulations could adversely impact our business, financial condition and results of operations or subject us to fines or other penalties.

Regulatory investigations and enforcement actions could also impact us.

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We cannot control or predict the pace or effectiveness of such adaptation, and we cannot currently predict the impact such changes may have on our business.

Additionally, as the advertising industry evolves, and new ways of collecting, combining and using data are created, governments may enact legislation in response to technological advancements and changes that could result in our having to re-design features or functions of RAMP, therefore incurring unexpected compliance costs.

These laws and other obligations may be interpreted and applied in a manner that is inconsistent with our existing data management practices or the features of RAMP.

Additionally, as the advertising industry evolves, and new ways of collecting, combining and using data are created, governments may enact legislation in response to technological advancements and changes that could result in our having to re-design features or functions of our platform, therefore incurring unexpected compliance costs.

These laws and other obligations may be interpreted and applied in a manner that is inconsistent with our existing data management practices or the features of our platform.

If so, in addition to the possibility of fines, lawsuits and other claims, we could be required to fundamentally change our business activities and practices or modify our products, which could have an adverse effect on our business.

We may be unable to make such changes and modifications in a commercially reasonable manner or at all, and our ability to develop new products and features could be limited.

All of this could impair our or our clients’ ability to collect, use, or disclose information relating to consumers, which could decrease demand for RAMP, increase our costs, and impair our ability to maintain and grow our client base and increase our revenue.

All of this could impair our or our clients’ ability to collect, use, or disclose information relating to consumers, which could decrease demand for our platform, increase our costs, and impair our ability to maintain and grow our client base and increase our revenue.

Failure to comply with current or future laws and regulations relating to AI could adversely affect our business, operations, and financial condition.

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In October 2023, the President of the United States issued an executive order on the Safe, Secure and Trustworthy Development and Use of AI, emphasizing the need for transparency, accountability and fairness in the development and use of AI Tools.

Both in the United States and internationally, AI Tools are the subject of evolving review by various governmental and regulatory agencies, including the SEC and the FTC, and changes in laws, rules, directives and regulations governing the use of AI Tools may adversely affect the ability of our business to use or rely on AI Tools.

Both in the United States and internationally, AI Tools are the subject of evolving review by various governmental

and regulatory agencies, including the SEC and the FTC, and changes in laws, rules, directives and regulations governing the use of AI Tools may adversely affect the ability of our business to use or rely on AI Tools.

As a result, implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future, and we cannot yet determine the impact future laws, regulations, standards, or perception of their requirements may have on our business.

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Our success depends, in part, on our ability to access, collect and use first-party data about our users and subscribers.

If that access is restricted or otherwise subject to unfavorable regulation, blocked or limited by technical changes on end users’ devices and web browsers, or our and our clients’ ability to use data on RAMP is otherwise restricted, our performance may decline and we may lose advertisers and revenue.

If that access is restricted or otherwise subject to unfavorable regulation, blocked or limited by technical changes on end users’ devices and web browsers, or our and our clients’ ability to use data on our platform is otherwise restricted, our performance may decline and we may lose advertisers and revenue.

Digital advertising mostly relies on the ability to uniquely identify devices across websites and applications, and to collect data about user interactions with those devices for purposes such as serving relevant ads and measuring the effectiveness of ads.

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We also use data associated with device identifiers to help our clients decide whether to bid on, and how to price, an opportunity to place an advertisement in a specific location, at a given time, in front of a particular Internet user.

Additionally, our clients rely on device identifiers to add information they have collected or acquired about users into RAMP.

Without such data, our clients may not have sufficient insight into an Internet user’s activity, which may compromise their and our ability to determine which inventory to purchase for a specific campaign and may undermine the effectiveness of RAMP or our ability to improve RAMP and remain competitive.

Today, digital advertising, including RAMP, makes significant use of first-party cookies to store device identifiers for the advertising activities described above.

When we utilize or deploy cookies and similar tracking or recording means, they are usually first-party cookies, which are cookies deployed by us on our own and operated websites or other domains which we operate through RAMP.

We rely on the first party data provided to us by consumers and advertisers to improve our product and service offerings and to feed the RAMP data loop in particular, and if we are unable to maintain or grow such data we may be unable to provide consumers with an experience that is relevant, efficient and effective, which could adversely affect our business.

Additionally, our clients rely on device identifiers to add information they have collected or acquired about users into our technology platform.

Without such data, our clients may not have sufficient insight into an Internet user’s activity, which may compromise their and our ability to determine which inventory to purchase for a specific campaign and may undermine the effectiveness of our offerings or our ability to improve our platform and remain competitive.

Today, digital advertising, including our offering, makes significant use of first-party cookies to store device identifiers for the advertising activities described above.

We rely on the first party data provided to us by consumers and advertisers to improve our product and service offerings and to inform the data models that our platform uses in particular, and if we are unable to maintain or grow such data we may be unable to provide consumers with an experience that is relevant, efficient and effective, which could adversely affect our business.

Additionally, the regulation of the use of cookies and other current online tracking and advertising practices or a loss in our ability to make effective use of services that employ such technologies could increase our costs of operations and limit our ability to acquire new customers on cost-effective terms and, consequently, materially and adversely affect our business, financial condition and results of operations.

Our business relies on the first party data provided to us by consumers and advertisers through using websites and RAMP.

The large amount of information we use in operating our websites and RAMP is critical to the web platform experience we provide for consumers.

If we are unable to maintain or grow the data provided to us, the value that we provide to consumers and advertisers using our websites and RAMP may be limited.

Our business relies on the first party data provided to us by consumers and advertisers through using websites and our platform.

The large amount of information we use in operating our websites and our platform is critical to the web platform experience we provide for consumers.

If we are unable to maintain or grow the data provided to us, the value that we provide to consumers and advertisers using our websites and other service offerings may be limited.

In addition, the quality, accuracy and timeliness of this information may suffer, which may lead to a negative experience for consumers using our websites and our advertisers using our platform and could materially adversely affect our business and financial results.

We also rely on our Network Partners to access, collect and use first-party data about our users and subscribers.

increasingly limit, eliminate or otherwise impair our ability to access, collect, process and/or use data about or derived from our users or subscribers, including certain user-profile elements such as IP address, device or browser type, operating system or search query information, our business, financial condition and results of operations could be adversely affected.

To the extent that our Network Partners, the applications we make available through the leading app marketplaces and the social media platforms upon which we rely for users and certain related first party data limit or increasingly limit, eliminate or otherwise impair our ability to access, collect, process and/or use data about or

derived from our users or subscribers, including certain user-profile elements such as IP address, device or browser type, operating system or search query information, our business, financial condition and results of operations could be adversely affected.

Advertising shown on mobile applications can also be affected by blocking or restricting use of mobile device identifiers.

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California’s new ballot initiative, the CPRA, similarly contemplates the use of technical opt outs for the sale and sharing of personal information for advertising purposes as well as to opt out of the use of sensitive information for advertising purposes and allows for AG rulemaking to develop these technical signals.

If a "Do Not Track," “Do Not Sell," or similar control is adopted by many Internet users or if a “Do Not Track" standard is imposed by state, federal, or foreign legislation (such as the proposed ePrivacy Regulation or CCPA regulations), or is agreed upon by standard setting groups, we may have to change our business practices, our clients may reduce their use of RAMP, and our business, financial condition, and results of operations could be adversely affected.

If a "Do Not Track," "Do Not Sell," or similar control is adopted by many Internet users or if a "Do Not Track" standard is imposed by state, federal, or foreign legislation (such as the proposed ePrivacy Regulation or CCPA regulations), or is agreed upon by standard setting groups, we may have to change our business practices, our clients may reduce their use of our platform, and our business, financial condition, and results of operations could be adversely affected.

New requirements relating to automated, browser-based, or one-stop opt-out mechanisms ("OOMs") such as the Global Privacy Control, the forthcoming opt-out mechanism for data brokers established under the California Delete Act, or other OOMs that will be established in the future may result in significantly larger numbers of consumers opting out of having their data used for marketing purposes.

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Public perception regarding data protection and privacy are significant in the programmatic advertising buying industry.

Concerns about industry practices with regard to the collection, use, and disclosure of personal information, whether or not valid and whether driven by applicable laws and regulations, industry standards, client or inventory provider expectations, or the broader public, may harm our reputation, result in loss of goodwill, and inhibit use of RAMP by current and future clients.

For example, perception that our practices involve an invasion of

privacy, whether or not such practices are consistent with current or future laws, regulations, or industry practices, may subject us to public criticism, private class actions, reputational harm, or claims by regulators, which could disrupt our business and expose us to increased liability.

For example, perception that our practices involve an invasion of privacy, whether or not such practices are consistent with current or future laws, regulations, or industry

practices, may subject us to public criticism, private class actions, reputational harm, or claims by regulators, which could disrupt our business and expose us to increased liability.

Risks Related to Intellectual Property

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and certain foreign countries.

We also rely on copyright laws to protect computer programs related to RAMP and our proprietary technologies, although to date we have not registered for statutory copyright protection.

We also rely on copyright laws to protect computer programs related to our technology platform and our proprietary technologies, although to date we have not registered for statutory copyright protection.

We have registered numerous Internet domain names in the U.S.

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In addition, the laws of some foreign countries may not be as protective of intellectual property rights as those of the U.S., and mechanisms for enforcement of our proprietary rights in such countries may be inadequate.

If we are unable to protect our proprietary rights (including in particular, the proprietary aspects of RAMP) we may find ourselves at a competitive disadvantage to others who have not incurred the same level of expense, time and effort to create and protect their intellectual property.

If we are unable to protect our proprietary rights (including in particular, the proprietary aspects of our platform) we may find ourselves at a competitive disadvantage to others who have not incurred the same level of expense, time and effort to create and protect their intellectual property.

Confidentiality agreements with employees and others may not adequately prevent disclosure of trade secrets and other proprietary information.

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Our business depends on our intellectual property, the protection of which is crucial to the success of our business.

Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of RAMP, our websites, and our other software products or obtain and use information that we consider proprietary.

Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our platform, our websites, and our other software products or obtain and use information that we consider proprietary.

We may not be able to discover or determine the extent of any unauthorized use or infringement or violation of our intellectual property or proprietary rights.

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In connection with a previous dispute regarding the use of the "SYSTEM1" trade name, we entered into a Settlement and Co-Existence Agreement regarding our continued use of the "SYSTEM1" trade name in the businesses in which we operate utilizing such trade name.

Our success also depends on the continual development of RAMP.

From time to time, we may receive claims from third parties that RAMP and its underlying technology infringe or violate such third parties’ intellectual property rights.

Our success also depends on the continual development of our technology platform.

From time to time, we may receive claims from third parties that our platform and its underlying technology infringe or violate such third parties’ intellectual property rights.

To the extent we gain greater public recognition, we may face a higher risk of being the subject of intellectual property claims.

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Additionally, we have obligations to indemnify our clients or inventory and data suppliers in connection with certain intellectual property claims.

If we are found to infringe these rights, we could potentially be required to cease utilizing portions of RAMP.

If we are found to infringe these rights, we could potentially be required to cease utilizing portions of the platform.

We may also be required to develop alternative non-infringing technology, which could require significant time and expense.

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Any of these results could harm our business.

We face potential liability and harm to our business based on the nature of our business and the content on RAMP.

Advertising often results in litigation relating to misleading or deceptive claims, copyright or trademark infringement, public performance royalties or other claims based on the nature and content of advertising that is distributed through RAMP.

Though we contractually require clients to generally represent to us that their advertisements comply with our ad standards and our inventory providers’ ad standards and that they have the rights necessary to serve advertisements through RAMP, we do not independently verify whether we are permitted to deliver, or review the content of, such advertisements.

We face potential liability and harm to our business based on the nature of our business and the content on our technology platform.

Though we contractually require clients to generally represent to us that their advertisements comply with our ad standards and our inventory providers’ ad standards and that they have the rights necessary to serve advertisements through our platform, we do not independently verify whether we are permitted to deliver, or review the content of, such advertisements.

If any of these representations are untrue, we may be exposed to potential liability and our reputation may be damaged.

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We use AI Tools and are making significant investments to continuously improve our use of such technologies.

For example we use machine learning algorithms and automated decision making technologies in RAMP to generate ads and identify target customer bases for our clients.

There are significant risks involved in developing, maintaining and deploying these technologies and there can be no assurance that the usage of such technologies will always enhance our products or services or be beneficial to our business, including our efficiency or profitability.

For example we use machine learning algorithms and automated decision making technologies in our platform to generate ads and identify target customer bases for our clients.

There are significant risks involved in developing, maintaining and deploying these technologies and there can be no assurance that the usage of such

technologies will always enhance our products or services or be beneficial to our business, including our efficiency or profitability.

In particular, if AI Tools are incorrectly designed or implemented;

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Issuing additional shares of our capital stock, other equity securities, or securities convertible into equity may dilute the economic and voting rights of our existing stockholders, reduce the market price of our common stock and Warrants, or both.

Debt securities convertible into equity could be subject to adjustments in the conversion ratio pursuant to which certain events may increase the number of equity securities issuable upon conversion.

Preferred stock, if issued, could have a preference with respect to liquidating distributions or a preference with respect to dividend payments that could limit our ability to

pay dividends to the holders of our common stock.

Debt securities convertible into equity could be subject to adjustments in the conversion ratio pursuant to which certain events may increase the

number of equity securities issuable upon conversion.

Preferred stock, if issued, could have a preference with respect to liquidating distributions or a preference with respect to dividend payments that could limit our ability to pay dividends to the holders of our common stock.

Our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, which may adversely affect the amount, timing or nature of our future offerings.

As a result, holders of our common stock and Warrants bear the risk that our future offerings may reduce the market price of our common stock and Warrants and dilute their percentage ownership.

We are an "emerging growth company" and the reduced disclosure requirements applicable to emerging growth companies may make our common stock and Warrants less attractive to investors.

We qualify as an "emerging growth company" within the meaning of the Securities Act, as modified by the JOBS Act.

We are a "smaller reporting company" and the reduced disclosure requirements applicable to smaller reporting companies may make our common stock and Warrants less attractive to investors.

We qualify as a "smaller reporting company" within the meaning of the Securities Act.

We have taken advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies or smaller reporting companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on certain executive compensation matters and reduced reporting periods.

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If some investors find the securities less attractive as a result of reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

We will remain an emerging growth company until the earlier of (a) the last day of the fiscal year in which we have total annual gross revenue of $1.235 billion or more;

(b) the last day of the fiscal year following the fifth anniversary of the date of the completion of the initial public offering of Trebia;

or (d) the date on which we are deemed to be a large accelerated filer under the rules of the SEC, which means the market value of our common stock that is held by non-affiliates exceeds $700.0 million as of the prior June 30th in which case we would no longer be an emerging growth company as of the following December 31.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from complying with new or revised financial accounting standards until private companies (that is, those that have not had a 1933 Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable.

We have elected not to opt out of such extended transition period.

Accordingly, when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, could adopt the new or revised standard at the time private companies adopt the new or revised standard, unless early adoption is permitted by the standard.

This may make comparison of us with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

The market price of our common stock and Warrants may be volatile or may change significantly regardless of our operating performance.

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If we were involved in securities litigation, it could have a substantial cost and divert resources and the attention of executive management from our business regardless of the outcome of such litigation.

There can be no assurance that we will be able to comply with the continued listing standards of the NYSE, which could result in the delisting of our securities, limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

On January 6, 2025, we received a written notice from NYSE that, because the average closing price for our Class A common stock had fallen below $1.00 per share for 30 consecutive trading days, we no longer comply with the minimum share price criteria for continued listing on the NYSE.

The NYSE continued listing criteria provide us with a cure period of six months in which to regain compliance.

We may regain compliance at any time during the six-month cure period if on the last trading day of any calendar month during the six-month cure period our Class A common stock has a closing share price of at least $1.00 and an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month.

If we are unable to regain compliance with the $1.00 share price rule within this period, the NYSE may initiate procedures to suspend and delist our Class A common stock.

If the NYSE delists our Class A common stock or Warrants from trading on its exchange for failure to meet the continued listing standards, we and our securityholders could face significant material adverse consequences including:

• a limited availability of market quotations for our securities;

• reduced liquidity for our securities;

Our failure to satisfy the NYSE continued listing standards could result in the delisting of our common stock, which could adversely affect the market for our common stock and our ability to access capital.

On December 8, 2025, we received written notice from the NYSE that our 30 trading-day average market capitalization was less than $50 million and our reported stockholders' equity as of September 30, 2025 was also less than $50 million, as set forth in Section 802.01B of the NYSE Listed Company Manual.

In response, we submitted a business and remediation plan to the NYSE outlining our efforts that we intend to implement over the ensuing 18-months to cure our market capitalization and/or stockholders' equity deficiencies in order to regain compliance with the NYSE's continued listing standards.

The Company’s business and remediation plan was recently approved by the NYSE’s regulatory compliance staff, but there are no assurances that the Company will be successful in implementing its planned business and other remediation efforts intended to regain compliance with such NYSE’s continued listing standards.

The Company intends to evaluate, consider and seek to implement all available alternatives and/or remediation measures in order to cure the listing compliance deficiencies identified by the NYSE.

If we fail to maintain compliance with these requirements and are unable to regain compliance within the applicable cure period, the NYSE may commence delisting proceedings with respect to our common stock.

We and our security holders could face significant material adverse consequences including:

• a limited availability of market quotations for our common stock;

• reduced liquidity for our common stock;

• a determination that our common stock is a "penny stock," which will require brokers trading in our common stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our common stock;

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• a decreased ability to issue additional securities or obtain additional financing in the future.

If securities analysts do not publish research or reports about us, or if they issue unfavorable commentary about us or our industry or downgrade our common stock or Warrants, the price of our common stock and Warrants could decline.

The trading market for our common stock and Warrants depends, in part, on the research and reports that third-party securities analysts publish about us and the industries in which we operate.

We may be unable or slow to attract research coverage, and if one or more analysts cease coverage of us, the price and trading volume of our securities would likely be negatively impacted.

If any of the analysts that may cover us change their recommendation regarding our common stock or Warrants adversely, or provide more favorable relative recommendations about our competitors, the price of our common stock and Warrants would likely decline.

If any analyst that may cover us ceases covering us or fails to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the price or trading volume of our common stock and Warrants to decline.

Moreover, if one or more of the analysts who cover us downgrades our common stock or Warrants, or if our reporting results do not meet their expectations, the market price of our common stock and Warrants could decline.

The obligations associated with being a public company involve significant expenses and require significant resources and management attention, which may divert from our business operations.

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As a result, it may be more difficult for us to attract and retain qualified people to serve on our Board of Directors, on our board committees or as executive officers.

We do not intend to pay dividends on our common stock for the foreseeable future.

We have never declared or paid any cash dividends on our capital stock.

We currently intend to retain all available funds and future earnings, if any, to fund the development and growth of the business, and therefore, do not anticipate declaring or paying any cash dividends on common stock in the foreseeable future.

Any future determination related to our dividend policy will be made at the discretion of our Board of Directors after considering our business prospects, results of operations, financial condition, cash requirements and availability, debt repayment obligations, capital expenditure needs, contractual restrictions, covenants in the agreements governing current and future indebtedness, industry trends, the provisions of Delaware law affecting the payment of dividends and distributions to stockholders and any other factors or considerations the Board of Directors deems relevant.

You may only be able to exercise the Warrants on a "cashless basis" under certain circumstances, and if you do so, you will receive fewer shares of common stock from such exercise than if you were to exercise such Warrants for cash.

You may only be able to exercise the Warrants (as defined below) on a "cashless basis" under certain circumstances, and if you do so, you will receive fewer shares of common stock from such exercise than if you were to exercise such Warrants for cash.

The Warrant Agreement provides that in the following circumstances holders of Warrants who seek to exercise their Warrants will not be permitted to do so for cash and will, instead, be required to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act:

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All other amendments require the approval by the holders of at least 65% of the then-outstanding Warrants, including any change that adversely affects the rights of the registered holders of Warrants.

Accordingly, we may amend the terms of the Warrants in a manner adverse to a holder of Warrants if holders of at least 65% of the then outstanding Warrants approve of such amendment.

Accordingly, we may amend the terms of the Warrants in a manner adverse to a holder of Warrants if holders of at least 65% of the then

outstanding Warrants approve of such amendment.

Although our ability to amend the terms of the Warrants with the consent of at least 65% of the then outstanding Warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the Warrants, convert the Warrants into cash or shares, shorten the exercise period or decrease the number of shares of common stock purchasable upon exercise of a Warrant.

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If and when the Warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Redemption of the outstanding Warrants could force you to (i) exercise your Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your Warrants at the then-current market price when you might otherwise wish to hold your Warrants or (iii) accept the nominal redemption price which, at the time the outstanding Warrants are called for redemption, is likely to be substantially less than the market value of your Warrants.

you might otherwise wish to hold your Warrants or (iii) accept the nominal redemption price which, at the time the outstanding Warrants are called for redemption, is likely to be substantially less than the market value of your Warrants.

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 1A. Risk Factors