SNAL on Nasdaq

Snail, Inc.

Snail, Inc. is an American prepackaged software services company based in Culver City.1 Its shares trade on Nasdaq under the symbol SNAL.1

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Last updated Oct 20, 2026.

Overview

$81.2MRevenue, fiscal 20252
-$27.2MNet income, fiscal 20252

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  • TickerSNAL on Nasdaq1
  • IndustryServices-Prepackaged Software1
  • HeadquartersCulver City, California1
  • Incorporated inDE3
  • Business address12049 Jefferson Boulevard, Culver City, Ca 902303
  • Filer category, Emerging growth company3
  • Legal formCorporation

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Financial Condition and Results of Operations—Key Performance Metrics.” In the year ended December 31, 2025, ARK:5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

27.6%Gross margin2
-21.3%Operating margin2
-33.5%Net margin2
-3.8%Revenue growth, 20252
-$1.2MFree cash flow2

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Console brought in 43% of the revenue Snail, Inc. broke down this way in fiscal 2025.

  1. Console$31.2M243%down 13% from 2024
  2. Platform Three$19.8M228%down 6% from 2024
  3. Platform Two$10.1M214%down 19% from 2024
  4. Mobile$7.8M211%up 68% from 2024
  5. Physical Retail And Other$1.7M22%down 50% from 2024
  6. Platform Four$1.3M22%down 45% from 2024
Products and services by year
Products and services20242025
Console$35.8M$31.2M
Platform Three$21.1M$19.8M
Platform Two$12.4M$10.1M
Mobile$4.6M$7.8M
Physical Retail And Other$3.4M$1.7M
Platform Four$2.3M$1.3M

Regions

United States brought in 89% of the revenue Snail, Inc. broke down this way in fiscal 2025.

  1. United States$72.1M289%down 1% from 2024
  2. United Kingdoms$7.4M29%down 19% from 2024
  3. Rest of the world$1.7M22%down 19% from 2024
Regions by year
Regions20242025
United States$73.1M$72.1M
United Kingdoms$9.2M$7.4M
Rest of the world$2.1M$1.7M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue70¢$58.8M
  • Research and development17¢$14.6M
  • Income tax13¢$10.7M

Out of $81.2M in revenue.2 The company lost money this year.

Financial statements

Revenue6782$81.2M in 2025−24% since 2021
0$50.0M$100.0M$150.0M2021: $106.7M$106.7M20212022: $74.4M$74.4M2022−30%2023: $60.9M$60.9M2023−18%2024: $84.5M$84.5M2024+39%2025: $81.2M$81.2M2025−4%
Gross profit6782$22.4M in 2025−48% since 2021
0$20.0M$40.0M$60.0M2021: $43.0M$43.0M20212022: $21.3M$21.3M2022−50%2023: $12.6M$12.6M2023−41%2024: $30.2M$30.2M2024+140%2025: $22.4M$22.4M2025−26%
Operating income6782-$17.3M in 2025
-$20.0M-$10.0M0$10.0M2021: $8.3M$8.3M20212022: -$1.6M-$1.6M20222023: -$10.3M-$10.3M2023+539%2024: $3.9M$3.9M20242025: -$17.3M-$17.3M2025
Net income6782-$27.2M in 2025
-$30.0M-$20.0M-$10.0M0$10.0M2021: $8.5M$8.5M20212022: $947.8K$947.8K2022−89%2023: -$9.1M-$9.1M20232024: $1.8M$1.8M20242025: -$27.2M-$27.2M2025
Fiscal year202020212022202320242025
Revenue$106.7M6$74.4M7$60.9M8$84.5M2$81.2M2
Cost of revenue$63.7M6$53.1M7$48.3M8$54.2M2$58.8M2
Gross profit$43.0M6$21.3M7$12.6M8$30.2M2$22.4M2
Research and development$834.8K6$3.0M7$5.1M8$11.6M2$14.6M2
Operating expenses$34.7M6$22.9M7$22.9M8$26.3M2$39.7M2
Operating income$8.3M6-$1.6M7-$10.3M8$3.9M2-$17.3M2
Interest$1.5M7
Income before tax$9.7M6-$1.5M7-$11.5M8$2.5M2-$16.5M2
Income tax$1.8M6-$2.4M7-$2.4M8$632.1K2$10.7M2
Net income$8.5M6$947.8K7-$9.1M8$1.8M2-$27.2M2
Earnings per share$0.246$0.036-$0.258$0.052-$0.732
Earnings per share (diluted)$0.246$0.036-$0.258$0.058

Compare Snail, Inc. with another company

Corporate structure

Snail, Inc. sits at the top of its group. 15 entities, 3 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Snail, Inc.

  • Ancient Jade (East) Holdings Ltd Filed SC 13G on Snail, Inc., latest May 9, 2023
  • Hai Shi Filed SC 13G on Snail, Inc., latest Feb 14, 2023
  • Hua Yuan International Ltd Filed SC 13G on Snail, Inc., latest Feb 13, 2023
  • Qianrong Capital Ltd Filed SC 13G on Snail, Inc., latest Feb 7, 2023
  • Snail, Inc. Culver City, California
    • BTBX.IO, LLC Subsidiary · Delaware, United States
    • Donkey Crew Limited Liability Company Subsidiary · Poland
    • Egofold, LLC Subsidiary · Delaware, United States
    • Eminence Corp. Subsidiary · Delaware, United States
    • Frostkeep Studios, Inc. Subsidiary · California, United States
    • Interactive Films, LLC Subsidiary · California, United States
    • Matrioshka Games LLC Subsidiary · Delaware, United States
    • Project AWK Projections, LLC Subsidiary · Delaware, United States
    • Rustic Roost Studio LLC Subsidiary · Poland
    • Snail Coins (BVI) Limited Subsidiary · British Virgin Islands
    • Snail Coins, LLC Subsidiary · Delaware, United States
    • Snail Games USA Inc. Subsidiary · California, United States
    • Snail Innovation Institute Subsidiary · California, United States
    • Wandering Wizard LLC Subsidiary · Delaware, United States

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Snail, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$9.1M2 Dec 31, 2025$9.5M2 Dec 31, 2024−4.6%
Accumulated depreciation$4.9M2 Dec 31, 2025$5.1M2 Dec 31, 2024−4.1%
Property and equipment, net$4.1M2 Dec 31, 2025$4.4M2 Dec 31, 2024−5.3%
Operating-lease assets (leased space)$4.7M2 Dec 31, 2025$1.3M2 Dec 31, 2024+269.1%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$8.6M2 Dec 31, 2025$7.3M2 Dec 31, 2024+17.3%

Intangibles and goodwill

ItemLatestA year beforeChange
Finite-lived intangibles, net$8.7M2 Dec 31, 2025$973.9K8 Dec 31, 2024+797.9%

Properties, in its own words

As of December 31, 2025, we lease approximately 10,100 square feet of office space located in Beverly Hills, California under an operating lease that expires on January 31, 2033. We also own a two-story office building consisting of approximately 5,910 square feet of office space on 7,163 square feet of land in Culver City, California. We believe that these facilities are sufficient to meet our current and anticipated needs in the near term and that additional space can be obtained on commercially reasonable terms as needed.

Item 2 of the 10-K filed Mar 19, 2026.5

Leadership

Who has led Snail, Inc., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Jim S. Tsai2022
  2. Xuedong Tian2024

Chief financial officer

  1. Heidy Kingwan Chow2022

Chief operating officer

  1. Peter Yung Kang2022
2025
Board members and other officers (5)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • BTBX.IO, LLC Delaware4
  • Donkey Crew Limited Liability Company Poland4
  • Egofold, LLC Delaware4
  • Eminence Corp. Delaware4
  • Frostkeep Studios, Inc. California4
  • Interactive Films, LLC California4
  • Matrioshka Games LLC Delaware4
  • Project AWK Projections, LLC Delaware4
  • Rustic Roost Studio LLC Poland4
  • Snail Coins (BVI) Limited British Virgin Islands4
  • Snail Coins, LLC Delaware4
  • Snail Games USA Inc. California4
  • Snail Innovation Institute California4
  • Wandering Wizard LLC Delaware4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Sep 1, 20268-K Regulation FD disclosure; Other events22
  2. Aug 11, 20268-K Results of operations23
  3. Aug 11, 20268-K Entered a material agreement24
  4. Jul 2, 20268-K Listing notice or transfer; Change to shareholders' rights; Bylaws or fiscal year changed25
  5. Jun 3, 20268-K Shareholder vote26
  6. May 29, 20268-K Shareholder vote27
  7. May 28, 20268-K Shareholder vote28
  8. May 27, 20268-K Other events29
  9. May 21, 20268-K Other events30
  10. May 13, 20268-K Results of operations31
  11. Apr 10, 20268-K Entered a material agreement32
  12. Mar 31, 20268-K Listing notice or transfer33
  13. Apr 19, 2024New chief executive Xuedong Tian becomes CEO13
  14. Nov 9, 2022New chief executive Jim S. Tsai becomes CEO14

Calendar

Coming up

  1. Nov 11, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported ($1.05) a share, on Nov 12, 2025.34

When it reported results

  1. Aug 11, 2026Reported quarterly or annual results23
  2. May 13, 2026Reported quarterly or annual results31
  3. Mar 19, 2026Reported quarterly or annual results35
  4. Nov 12, 2025Reported quarterly or annual results36
  5. Aug 19, 2025Reported quarterly or annual results37
  6. May 14, 2025Reported quarterly or annual results38
  7. Mar 26, 2025Reported quarterly or annual results39
  8. Nov 13, 2024Reported quarterly or annual results40

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

160 filings to the SEC since October 2021: 5 annual reports, 12 quarterly reports, 44 major events, 26 insider forms, 4 large holders, 2 private raises, 67 other. The latest 20:

  1. Sep 1, 20268-K EDGAR
  2. Aug 11, 20268-K EDGAR
  3. Aug 11, 202610-Q EDGAR
  4. Aug 11, 20268-K EDGAR
  5. Jul 2, 20268-K EDGAR
  6. Jun 12, 2026DEF 14C EDGAR
  7. Jun 3, 20268-K EDGAR
  8. Jun 2, 2026PRE 14C EDGAR
  9. Jun 1, 20264 EDGAR
  10. May 29, 20268-K/A EDGAR
  11. May 28, 20268-K EDGAR
  12. May 28, 20264 EDGAR
  13. May 27, 20268-K EDGAR
  14. May 21, 20268-K EDGAR
  15. May 21, 2026424B5 EDGAR
  16. May 20, 20264 EDGAR
  17. May 13, 202610-Q EDGAR
  18. May 13, 20268-K EDGAR
  19. Apr 17, 2026ARS EDGAR
  20. Apr 17, 2026DEF 14A EDGAR

The 160 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Hai ShiFounder, Chief Strategy Officer, Chief Executive Officer (since October 2025), and Chairman of the Board of Directors; Former Co-Chief Executive Officer (until September 2025)53$407.7K$445.5K45
2025Heidy K. ChowChief Financial Officer and Director47$387.3K$407.7K45
2025Peter KangVice President, Director of Business Development and Operations (since September 2024), and Director; Former Chief Operating Officer (until September 2024)44$301.4K$346.9K45
2025Xue Dong TianFormer Co-Chief Executive Officer (until September 2025)$257.3K$264.3K45
2024Hai ShiFounder, Chief Strategy Officer, Chief Executive Officer (since October 2025), and Chairman of the Board of Directors; Former Co-Chief Executive Officer (until September 2025)53$400.0K$430.3K45
2024Heidy K. ChowChief Financial Officer and Director47$380.0K$397.7K45
2024Peter KangVice President, Director of Business Development and Operations (since September 2024), and Director; Former Chief Operating Officer (until September 2024)44$300.0K$337.5K45
2024Xue Dong TianFormer Co-Chief Executive Officer (until September 2025)$201.9K$205.5K45

Money raised

Private offerings the company reported to the SEC on Form D.

  1. Oct 24, 2025Raised $3.3 million in a private offering of securities Form D: $7.7 million offered in all Form D
  2. Feb 21, 2025Raised $3.3 million in a private offering of securities Form D: $11 million offered in all Form D

SEC filer profile

How Snail, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARSnail, Inc.1
  • CIK0001886894
  • Employer ID (EIN)88-41469915
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; a shell company5
  • Incorporated inDelaware5
  • Fiscal year endsDecember 311
  • Industry code (SIC)7372 Services-Prepackaged Software1
  • SEC reviewing officeOffice of Technology, Division of Corporation Finance1
  • Business address12049 Jefferson Boulevard, Culver City, CA 902301
  • Phone1 (310) 928-74281
  • Shares outstanding9,032,061 Common Class A shares; 28,748,580 Common Class B shares as of Mar 16, 20265
  • Public float$11.9M as of Jun 30, 20255
  • AuditorBDO USA, P.C., Costa Mesa, California PCAOB ID 243; no auditor attestation of internal control over financial reporting5
  • On EDGAR sinceNov 4, 20211
  • Filings160 in all: 8-K (43), 3 (14), 10-Q (12), 4 (12), CORRESP (11), UPLOAD (9), S-1/A (6), EFFECT (5)1
    All 30 form types

    10-K (4), ARS (4), DEF 14A (4), S-1 (4), SC 13G (4), 424B5 (3), DEF 14C (3), DRS/A (3), DRSLTR (3), PRE 14C (3), D (2), 10-K/A (1), 424B3 (1), 424B4 (1), 424B8 (1), 8-A12B (1), 8-K/A (1), CERT (1), DRS (1), NT 10-Q (1), S-3 (1), S-8 (1)

  • Latest filingsAnnual report (10-K) Mar 19, 2026
    Quarterly report (10-Q) Aug 11, 2026
    Proxy statement (DEF 14A) Apr 17, 2026
    Latest 8-K (8-K) Sep 1, 2026

Securities registered for trading

ClassSymbolExchange
Class A common stock, par value $0.0001 per shareSNALThe Nasdaq Stock Market LLC

From the cover page of the 10-K filed Mar 19, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks Snail, Inc. names in Item 1A of its 10-K filed Mar 19, 2026: 71 risks under these headings, as written.5

  • Risks Related to Our Business and Industry
  • Risks Related to Intellectual Property
  • Risks Related to Legal or Regulatory Compliance
  • Risks Related to Our Corporate Structure
  • Financial and Economic Risks
  • General Risk Factors
  • We are dependent on the future success of our ARK franchise, and we must continue to publish “hit” titles or sequels to such “hit” titles in order to compete successfully in our industry.
  • If we do not consistently deliver popular, high-quality content in a timely manner, if we are not successful in meaningfully expanding our existing franchise, or if consumers prefer products from our competitors, our business may be negatively impacted.
  • We rely on license agreements to publish certain games, including games in our ARK franchise. Failure to renew our existing content licenses on favorable terms or at all or to obtain additional licenses would impair our ability to introduce new games, improvements or enhancements or to continue to offer our current games, which would materially harm our business, results of operations, financial condition and prospects.
  • We depend on our key management and product development personnel.
  • Our management team has limited experience managing a public company.
  • Our industry is subject to rapid technological change, and if we do not adapt to, and appropriately allocate our resources among, emerging technologies and business models, our business may be negatively impacted.
The other 65 risks
  • We rely on third-party platforms, such as Xbox Live and Game Pass, PlayStation Network, Steam, Epic Games Store, My Nintendo Store, the Apple App Store, the Google Play Store, and the Amazon Appstore, to distribute our games and collect revenues generated on such platforms and rely on third-party payment service providers to collect revenues generated on our own platforms.
  • We depend on servers and networks to operate our games with online features. If we were to lose functionality in any of these areas for any reason, our business may be negatively impacted.
  • Our online games are vulnerable to the risk of Service Disruptions Due to Large-Scale Distributed Denial-of-Service (DDoS) Attacks
  • We may be unable to effectively manage the continued growth and the scope and complexity of our business, including our expansion into new business models that are untested and into adjacent business opportunities with large, established competitors.
  • The interactive entertainment software industry is highly competitive.
  • We are subject to product development risks, which could result in delays and additional costs, and often times we must adapt to changes in software technologies.
  • Our results of operations or reputation may be harmed as a result of objectionable consumer, or other third party-created content, or if our distributors, retailers, development and licensing partners, or other third parties with whom we are affiliated, act in ways that put our brand at risk.
  • The products or services we release may contain defects, bugs or errors.
  • External game developers may not meet product development schedules or otherwise fulfill their contractual obligations.
  • If we do not successfully invest in, establish and maintain awareness of our brand and games or if we incur excessive expenses promoting and maintaining our brand or our games, our business, financial condition, results of operations or reputation could be harmed.
  • Our operating results may fluctuate from quarter to quarter, which makes our future results difficult to predict.
  • We have experienced rapid growth and expect to invest in our growth for the foreseeable future. If we fail to manage our growth effectively, then our business, operating results and financial condition would be adversely affected.
  • User metrics and other estimates are subject to inherent challenges in measurement, and real or perceived inaccuracies in those metrics could harm our business, revenue and financial results.
  • Expansion of the Company’s operations into new products, services and technologies, including content categories, is inherently risky and may subject it to additional business, legal, financial and competitive risks.
  • If our efforts to attract and retain users are not successful, our business will be adversely affected.
  • If we do not continuously provide value to our users, including making improvements to our service in a manner that is favorably received by them, our revenue, results of operations and business will be adversely affected.
  • If we fail to grow and maintain our active user base, our business, financial condition and operating results may be materially and adversely affected.
  • We utilize artificial intelligence (“AI”), which could expose us to liability or adversely affect our business.
  • Failure to meet Nasdaq’s continued listing requirements could result in the delisting of our Class A common stock, negatively impact the price of our Class A common stock and negatively impact our ability to raise additional capital.
  • If we are unable to protect the intellectual property relating to our material software, the commercial value of our products will be adversely affected, and our competitive position could be harmed.
  • If we infringe, misappropriate, or otherwise violate or are alleged to infringe, misappropriate or otherwise violate the intellectual property rights of third parties, our business could be adversely affected.
  • If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed.
  • We may be subject to claims that our employees, consultants or advisors have wrongfully used or disclosed alleged trade secrets of their current or former employers or claims asserting ownership of what we regard as our own intellectual property.
  • We may become involved in lawsuits to protect or enforce our intellectual property, which could be expensive, time-consuming and unsuccessful.
  • We or our licensors may not be able to enforce our intellectual property rights throughout the world.
  • If our trademarks and trade names are not adequately protected, we may not be able to build name recognition in our markets of interest and our competitive position may be harmed.
  • We use open source software in connection with certain of our games and services, which may pose particular risks to our proprietary software, products, and services in a manner that could have a negative impact on our business.
  • Any cybersecurity-related attack, significant data breach or disruption of the information technology systems or networks on which we rely could negatively impact our business.
  • Changing data privacy and security laws and regulations in the jurisdictions in which we or our consumers do business could increase the cost of our operations and subject us to possible sanctions, civil lawsuits (including class action or similar representative lawsuits) and other penalties; such laws and regulations are continually evolving. Our platform and service providers’ actual or perceived failure to comply with these laws and regulations could harm our business financial condition and results of operations.
  • Our business and products are subject to potential legislation and other governmental restrictions. The adoption of such proposed legislation and restrictions could limit the retail market for our products.
  • Changes in government regulations relating to the Internet could have a negative impact on our business.
  • We may be involved in legal proceedings that have a negative impact on our business.
  • If general economic conditions decline, demand for our games could decline. In addition, our business is vulnerable to changing economic conditions and to other factors that adversely affect the gaming industry, which could negatively impact our business.
  • General economic factors, domestically and internationally, may adversely affect our business, financial condition, and results of operations.
  • Tariffs may cause cost increases and disruptions in technical R&D operations.
  • Changes in tax laws or tax rulings, or the examination of our tax positions, could materially affect our financial condition and results of operations.
  • Tax law or tax rate changes could affect our effective tax rate and future profitability.
  • We are exposed to exchange rate fluctuations in the international markets in which we operate.
  • Our reported financial results could be significantly impacted by changes in financial accounting standards or by the application of existing or future accounting standards to our business as it evolves.
  • We have debt obligations with short term durations that are coming due within one year.
  • We are subject to restrictive covenants as a result of our outstanding debt obligations. If we were to default in our obligation to repay any outstanding debt or otherwise violate the terms of the applicable note or loan agreement, the lenders thereunder could foreclose on our assets.
  • We are a “controlled company” under the corporate governance rules of Nasdaq and, as a result, qualify for and rely on exemptions from certain corporate governance requirements. Since we elected to rely on the exemptions available to a “controlled company,” you do not have the same protections afforded to stockholders of companies that are subject to such corporate governance requirements.
  • Mr. Shi, our Founder, Chief Executive Officer, Chief Strategy Officer and Chairman, controls us, and his ownership of our common stock prevents you and other stockholders from influencing significant decisions.
  • Mr. Shi, our Founder, Chief Executive Officer, Chief Strategy Officer and Chairman, is a Chinese national. For so long as a Chinese individual continues to exercise majority voting control over us, changes in U.S. and Chinese laws in the future may make it more difficult for us to operate as a publicly traded company in the United States.
  • The Committee on Foreign Investment in the United States may modify, delay or prevent our future acquisition or investment activities.
  • Our Chief Executive Officer and Chairman is a Chinese national, and should he choose to reside in China you may not be able to bring suit against him, or enforce a judgment obtained against him in the United States.
  • We are subject to risks related to corporate and social responsibility and reputation.
  • We cannot predict the impact our dual class structure may have on the market price of our Class A common stock.
  • Securities analysts may not publish favorable research or reports about our business or may publish no information at all, which could cause our stock price or trading volume to decline.
  • If our estimates or judgments relating to our critical accounting policies are based on assumptions that change or prove to be incorrect, our results of operations could fall below our publicly announced guidance or the expectations of securities analysts and investors, resulting in a decline in the market price of our Class A common stock.
  • We cannot guarantee that our share repurchase program will be fully implemented or it will enhance stockholder value, and share repurchases could affect the price of our Class A common stock.
  • Provisions in our amended and restated certificate of incorporation and bylaws and under Delaware law could make an acquisition of us more difficult and may prevent attempts by our stockholders to replace or remove our current management.
  • Because we do not anticipate paying any cash dividends on our capital stock in the foreseeable future, capital appreciation, if any, will be your sole source of gain.
  • If we default on our credit obligations, our operations may be interrupted, and our business could be seriously harmed.
  • If we fail to maintain effective internal control over financial reporting, as well as required disclosure controls and procedures, our ability to produce timely and accurate consolidated financial statements or comply with applicable regulations could be impaired.
  • We may identify additional material weaknesses in the future that may cause us to fail to meet our reporting obligations or result in material misstatements of our financial statements. If we do not effectively remediate the material weaknesses or if we otherwise fail to maintain effective internal control over financial reporting, we may not be able to accurately and timely report our financial results.
  • Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another State court in Delaware or the U.S. District Court for the District of Delaware) is the sole and exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ abilities to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
  • We are an “emerging growth company” and a “smaller reporting company,” and we cannot be certain if the reduced SEC reporting and disclosure requirements applicable to emerging growth companies or smaller reporting companies will make our securities less attractive to investors.
  • Risks Related to Convertible Notes Offerings, Equity Line Credit Financing and our At the Market Offering Program
  • Investors who buy shares in the convertible notes, equity line credit financing offering and in the “at the market offering program” at different times will likely pay different prices.
  • Our management will have broad discretion over the use of the net proceeds from our sale of shares of common stock to the Equity Line Investor and the ATM Offering, and you may not agree with how we use the proceeds and the proceeds may not be invested successfully.
  • We may require additional financing to sustain our operations, without which we may not be able to continue operations, and the terms of subsequent financings may adversely impact our stockholders.
  • The issuance of Class A common stock to the holders of the 2025 Convertible Notes may cause substantial dilution to our existing stockholders, and the sale of such shares acquired by the holders of our 2025 Convertible Note could cause the price of our Class A common stock to decline.
  • Risks Relating to Stablecoins
  • We may require additional capital to support our strategic digital asset initiative, and implementing such initiative may subject us to various licensing requirements and significant compliance costs.
  • Any negative publicity regarding stablecoins or the broader digital asset industry may have an outsized negative effect on consumer confidence in our proposed proprietary stablecoins.

Legal proceedings

See Item 8 of Part II, “Consolidated Financial Statements—Note 18—Commitments and Contingencies-Litigation.”

The opening of Item 3, Legal Proceedings.5

Sources

The numbers on this page point here. Each one links to the record it came from.

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    SEC EDGAROther events
  30. 30
    SEC EDGAROther events
  31. 31
  32. 32
  33. 33
  34. 34
  35. 35
  36. 36
  37. 37
  38. 38
  39. 39
  40. 40
  41. 41
  42. 42
  43. 43
  44. 44
  45. 45