As filed with the Securities and Exchange Commission on May 29, 2026.

Registration No. 333-295144

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Liftoff Mobile, Inc.

(Exact Name of Registrant as Specified in its Charter)

      Delaware

      7370

      86-1817506

      (State or other jurisdiction of
incorporation or organization)

      (Primary Standard Industrial
Classification Code Number)

      (I.R.S. Employer
Identification No.)

     

900 Middlefield Road

Redwood City, California 94063

(650) 319-7151

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Jeremy Bondy

Chief Executive Officer

Liftoff Mobile, Inc.

900 Middlefield Road

Redwood City, California 94063

(650) 319-7151

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

      Joshua Ford Bonnie
Jonathan R. Ozner
Katharine L. Thompson
Simpson Thacher & Bartlett LLP
900 G Street, N.W.
Washington, D.C. 20001
Telephone: (202) 636-5500

      Susan Rickard Hansen
General Counsel
Liftoff Mobile, Inc.
900 Middlefield Road
Redwood City, California 94063
Telephone: (650) 319-7151

      Michael Kaplan
Yasin Keshvargar
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000

     

Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after the Registration Statement is declared effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☐

		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Table of Contents

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MAY 29, 2026

PRELIMINARY PROSPECTUS

19,000,000 Shares

Liftoff Mobile, Inc.

Common Stock

$ per share

This is the initial public offering of shares of common stock of Liftoff Mobile, Inc. We are offering 19,000,000 shares in this offering. Prior to this offering, there has been no public market for our common stock. We currently expect the initial public offering price to be between $20.00 and $22.00 per share of common stock. We have applied to list our shares of common stock on the Nasdaq Global Select Market (“Nasdaq”) under the trading symbol “LFTO.” The approval of our common stock for listing on Nasdaq is a condition to the closing of this offering.

Prior to this offering, entities controlled by affiliates of Blackstone Inc. (“Blackstone”) beneficially owned or controlled a majority of the voting power of shares eligible to vote in the election of our directors. To the extent that Blackstone continues to beneficially own or control a majority of the voting power of shares eligible to vote in the election of our directors, we will be a “controlled company” within the meaning of Nasdaq corporate governance standards. See “Management—Controlled Company Exception” and “Principal Stockholders.”

We are an “emerging growth company” as defined under the federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements for future filings. See “Summary—Implications of Being an Emerging Growth Company.”

Investing in shares of our common stock involves risks. See “Risk Factors” beginning on page 15 to read about factors you should consider before buying shares of the common stock.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.


	Per Share	Total
Initial public offering price	$	$
Underwriting discounts and commissions(1)	$	$
Proceeds, before expenses, to Liftoff Mobile, Inc.	$	$

(1) Please see the section entitled “Underwriting (Conflicts of Interest)” for a description of compensation payable to the underwriters.

To the extent that the underwriters sell more than 19,000,000 shares of our common stock, the underwriters have the option to purchase up to an additional 2,850,000 shares of common stock from us at the initial public offering price less the underwriting discounts and commission, within 30 days from the date of this prospectus.

The underwriters expect to deliver the shares of our common stock against payment in New York, New York on or about , 2026.

       Joint Lead Book-Running Managers*

      

       (* in alphabetical order)

      


Goldman Sachs & Co. LLC*	Jefferies*	Morgan Stanley*

Joint Book-Running Managers



Barclays		RBC Capital Markets		UBS Investment Bank		Wells Fargo Securities			William Blair

Cantor	Deutsche Bank Securities				PJT Partners			Wolfe \| Nomura Alliance

BTIG			Needham & Company				Raymond James

Co-Managers

Blackstone Capital Markets			MUFG				Stifel

LUMA Securities			Bancroft Capital				Cabrera Capital Markets LLC

Drexel Hamilton			Independence Point Securities				Tigress Financial Partners

The date of this prospectus is , 2026.

Table of Contents


	Page		Page
Summary	1	Management	108
Risk Factors	15	Certain Relationships and Related Person Transactions	131
Forward-Looking Statements	56	Certain Relationships and Related Person Transactions	131
Market and Industry Data	57	Principal Stockholders	134
Trademarks, Service Marks, Trade Names and Copyrights	58	Description of Certain Indebtedness	136
Trademarks, Service Marks, Trade Names and Copyrights	58		Description of Capital Stock	139
Use of Proceeds	59	Material U.S. Federal Income Tax Consequences To Non-U.S. Holders	145
Dividend Policy	60		145
Capitalization	61	Shares Eligible for Future Sale	148
Dilution	63	Underwriting (Conflicts of Interest)	150
Management’s Discussion and Analysis of Financial Condition and Results of Operations	65	Legal Matters	159
		Experts	159
		Where You Can Find More Information	159
A Letter From Our CEO	91	Index to Financial Statements	F-1
Business	93

Neither we nor the underwriters have authorized anyone to provide you with information different from that contained in this prospectus, any amendment or supplement to this prospectus, or any free writing prospectus prepared by us or authorized to be provided on our behalf. Neither we nor the underwriters take any responsibility for, or can provide any assurance as to the reliability of, any information other than the information in this prospectus, any amendment or supplement to this prospectus, or any free writing prospectus prepared by us or authorized to be provided on our behalf. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of shares of our common stock. Our business, financial condition, results of operations, and prospects may have changed since that date.

We and the underwriters are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. Neither we nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside of the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of common stock and the distribution of this prospectus outside of the United States.

Through and including , 2026 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

Table of Contents

About This Prospectus

Certain monetary amounts, percentages, and other figures included in this prospectus have been subject to rounding adjustments. Percentage amounts included in this prospectus have been calculated, in some cases, not on the basis of such rounded figures, but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this prospectus may vary from those obtained by performing the same calculations using the figures, on the face of our consolidated financial statements included elsewhere in this prospectus. Certain other amounts that appear in this prospectus may not sum due to rounding.

Certain Definitions

As used in this prospectus, unless otherwise noted or the context requires otherwise:

•

“Adapter” refers to a technical modification of our core DSP and/or SSP that enables us to address a customer- and/or vertical-specific need.

•

“Blackstone” refers to investment funds associated with Blackstone Inc.

•

“Core Advertising revenue” refers to revenue from our current advertising platforms, which are now predominantly powered by Cortex-backed demand solutions.

•

“Demand Side Platform” or “DSP” refers to a software platform that enables advertisers to execute mobile advertising campaigns to acquire users across multiple supply sources through a single interface.

•

“Demand Side Customers” refers to direct advertisers and third-party programmatic platforms buying on our SSP.

•

“Existing owners” or “pre-IPO owners” refer to stockholders of Liftoff immediately prior to the consummation of this offering.

•

“General Atlantic” refers to investment funds affiliated with General Atlantic, L.P.

•

“Liftoff,” the “Company,” “we,” “us,” and “our” refer to Liftoff Mobile, Inc. and its consolidated subsidiaries.

•

“LTM Core Advertising Net Dollar Retention” is calculated by taking Core Advertising revenue for a particular twelve-month period and comparing it to Core Advertising revenue earned in the subsequent twelve-month period from the same customers.

•

“LTM Top 100 Advertiser Logo Retention” is the percentage of our Top 100 advertisers in the prior twelve-month period that remained active advertisers with us in the current twelve-month period.

•

“LTM Top 100 Publisher Logo Retention” is the percentage of our Top 100 publishers in the prior twelve-month period that remained active publishers with us in the current twelve-month period.

•

“Other revenue” refers to revenue from our legacy advertising platforms that are no longer live, as well as from other non-advertising offerings.

•

“Principal Stockholders” refer collectively to Blackstone and General Atlantic.

•

“Senior Secured Credit Facilities” refer collectively to the New Term Loan Facility and the New Revolving Credit Facility (each as defined herein).

•

“Supply Side Platform” or “SSP” refers to a software platform that enables publishers to manage, sell, and optimize digital advertising inventory across multiple demand sources through a single interface.

We intend to effect a 1.3-for-1 forward split of our common stock to occur after the effectiveness of the registration statement of which this prospectus forms a part and prior to the closing of this offering. Unless otherwise noted, the information in this prospectus gives effect to such stock split. However, the financial statements and the related notes thereto included elsewhere in this prospectus, including the share and per share information therein, are presented only on a historical basis and therefore do not reflect the 1.3-for-1 forward stock split of our common stock, because the stock split and any related board approval will not be completed by the date of effectiveness of the registration statement of which this prospectus forms a part.

Table of Contents

Summary

This summary highlights information contained elsewhere in this prospectus and does not contain all of the information you should consider before investing in shares of our common stock. You should read this entire prospectus carefully, including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as the consolidated financial statements and the related notes thereto included elsewhere in this prospectus before you decide to invest in shares of our common stock.

Liftoff

Overview

Liftoff is a mission-critical growth monetization engine for the app economy. Our AI-powered platform is designed to serve all verticals in the app ecosystem and is fully integrated to drive differentiated advertising performance for our customers across the app economy. We deliver profitable users for app advertisers and help to maximize advertising revenue for apps that monetize with ads. For each of the years ended December 31, 2024 and 2025, and the three months ended March 31, 2026, 728, 881 and 878 Demand Side Customers, respectively, used our platform to acquire new users, and 126,509, 163,708 and 167,814 apps, respectively, have integrated our software development kit (“SDK”) to monetize their media inventory. Through these SDK integrations, in the first quarter of 2026, our platform connects to over 1.4 billion daily active users worldwide. We are built to grow as our customers grow: our models are continually improving, which enables us to deliver better performance for our customers, expanding our market opportunity and strengthening our role in the app economy.

The app ecosystem is massive — SensorTower estimates that during 2024 over five billion global mobile users spent an average of approximately three hours daily on apps. In this expanding market, app developers have two primary needs to grow their businesses. The first is user acquisition, which is acquiring engaged and high intent users with a lot of choices to drive growth; the other is user monetization, as in-app advertising is usually a core revenue driver for many apps. These needs are driving an expanding opportunity, with in-app ad spend projected to grow from $332 billion in 2025 to nearly $617 billion by 2030, according to a November 2025 study we commissioned by a third-party strategy consulting firm, Altman Solon (the “Altman Solon Report”). Within this market, the Altman Solon Report estimates our serviceable addressable market for mobile, global in-app independent ad tech platforms to be approximately $79 billion in 2025, with an estimated growth trajectory of 11% compound annual growth rate (“CAGR”) through 2030, driven by strong growth across the app economy, particularly in verticals outside of gaming.

From the beginning, we designed our platform to serve all verticals in the app economy, enabling us to diversify our customer base and expand our market opportunity. We have developed broad vertical expertise spanning social media, finance, entertainment, and gaming, among other verticals, allowing us to address our customers’ unique goals and resulting in differentiated end-market diversification in our industry. For the three months ended March 31, 2026, slightly more than half of our advertiser revenue came from verticals outside gaming. As the mobile app landscape evolves and new and high-growth verticals emerge, we expect to be well-positioned to capture the opportunities that follow.

We benefit from the rare combination of a leading DSP and SSP, which are unified to deliver differentiated advertising performance for our customers. Our DSP provides mobile advertiser customers with cutting-edge predictive capabilities designed to drive profitable user acquisition. Our SSP provides broad reach and direct access to users through an established and widely-distributed ad auction supply footprint that integrates directly into apps to drive ad monetization. Our unified platform combines our DSP and SSP so that each side is more effective than either would be alone. Managing demand and supply in a single, unified platform reduces friction between systems and increases data visibility. This leads to increased advertising performance and auction win rates relative to what a typical standalone DSP or SSP can achieve. This results in higher advertising performance for our customers, which enables additional users for advertisers and revenue generation for app publishers.

Cortex, our internally developed neural network-powered AI prediction model, is the foundation of our business. During the fourth quarter of 2023 through early 2025, we transformed our business by adopting Cortex (which uses the same type of underlying technology as today’s leading large language models) to replace our legacy linear regression-based prediction models. Our Core Advertising revenue is primarily generated through Cortex, while our Other revenue is generated from legacy linear models and advertising platforms that are no longer live as well as from other non-advertising offerings. Cortex unlocked a cycle of continuous improvement for our business by significantly improving our testing velocity and expanding our data-processing capacity. After rolling out Cortex, we are running 4x more tests, enabling us to iterate and deploy model enhancements at a faster rate, accelerating its self-learning capabilities. In addition, as of the fourth quarter of 2025, Cortex processes roughly 21x more data than our previous models, allowing it to refine predictions with greater precision and adaptability. The enhanced power and speed of Cortex has been instrumental in the evolution of both our DSP and our SSP. Powered by Cortex, our DSP now excels at optimizing bid strategy for advertisers across both our own SSP and all other major sources of ad supply. At the same time, our SSP now distinguishes itself in

Table of Contents

auction execution and real-time optimization of ad inventory yield for publishers. These capabilities drive a meaningful increase in results for our customers.

We believe our technology platform, cross-vertical expertise, and business model create a powerful virtuous flywheel: as our customers grow, so do we. The combination of our unified DSP and SSP platform, proprietary Cortex neural network technology, and differentiated operating model enabling configurable modules, which we call Adapters, deliver differentiated performance for our customers, measured through Return on Ad Spend (“ROAS”) and similar profitability-focused metrics. We have seen that, when our DSP meets or exceeds targets, customers often increase spend. Increased spend attracts more developers to use our SSP to monetize their inventory and users, growing our datasets. Ever-growing datasets improve our Cortex neural network technology, enhancing advertiser performance in a continuous cycle. This flywheel is further amplified by our Adapters: we believe that, by combining our models with Adapters, we boost customer performance, which enables us to capture a broader market and achieve compounding revenue growth. In addition, our non-gaming exposure drives a rich data set to build on — we utilized over $160 billion in in-app transaction data for the twelve months ended March 31, 2026. This flywheel drives synchronous growth with our ability to unlock incremental platform performance through customers: our LTM Core Advertising Net Dollar Retention of 130% for the period ended March 31, 2026 underscores the strength of our business model and durability of our growth. We consider ourselves well-positioned to grow with the app economy, fueling and benefiting from an expanding app market as our solutions drive higher advertiser spend.

Our financial model is characterized by diversified and durable revenue, compounding revenue growth powered by our alignment with our customers’ success, and strong platform economics. Core Advertising revenue includes revenue from our current advertising platforms, which are predominantly powered by Cortex-backed demand solutions. Core Advertising represents the foundation of our business moving forward, reflecting our strategic focus on Cortex-enabled solutions and anticipated long-term growth within performance advertising.

We believe Core Advertising revenue, and its historical growth, is important as it aligns with the rollout of Cortex in 2023 and is more representative of our growth potential versus total revenue in historical periods.

In 2023, Core Advertising revenue represented approximately 79% of our total revenue and increased to approximately 99% of our total revenue in 2025. For the three months ended March 31, 2026, Core Advertising revenue represented approximately 100% of our total revenue. We expect Core Advertising revenue as a percentage of our total revenue to remain the primary contributor to our total revenue as customers increasingly opt into our Cortex-backed demand solutions.

Since our initial roll-out of Cortex in the fourth quarter of 2023, the first quarter of 2026 represented the tenth quarter of sequential Core Advertising revenue growth, averaging over 8% during that ten-quarter period. For the years ended December 31, 2024 and 2025 and the three months ended March 31, 2026, our net (loss) income was $(48.2) million, $(23.1) million and $49.3 million, respectively. Over the trailing eight quarters ending March 31, 2026, our net income margin has improved from 1% to 24% as our model has become increasingly efficient, and we have delivered significant operating leverage with Adjusted EBITDA Margins expanding from 47% to 58%. For the three months ended March 31, 2026, we generated year-over-year Core Advertising revenue growth of 37%, net income margin of 24% and Adjusted EBITDA Margin of 58%. We enhance our financial profile with a capital-light architecture that is expected to drive cash flow generation. For the three months ended March 31, 2026, capitalized internal-use software costs (excluding capitalized stock-based compensation expense) were 6% of total revenue.

Our Market Opportunity

Key Trends in the App Economy

Mobile Apps are the Primary Channel for User Engagement

The mobile app economy has become a central pillar of digital activity. During 2024, users spent more than three hours per day on mobile devices, and approximately 90% of that time occurred within apps. With over five billion mobile users worldwide using over four million apps, according to 42matters, for social media, finance, entertainment, and gaming, among others, the app economy represents a large and growing market.

Younger cohorts are increasingly mobile-first, with Gen Z’s spending over six hours per day on mobile devices in 2023, roughly 70% more than older generations. Gen Z also shows higher engagement rates in non-gaming apps.

Table of Contents

Mobile Ad Budgets are Rapidly Growing

Within mobile, global in-app ad spend is estimated to be approximately $332 billion in 2025 and is predicted to reach approximately $617 billion by 2030, representing an approximate 13.2% CAGR, according to the Altman Solon Report.

The Altman Solon Report estimates that the gross serviceable addressable market1 for independent ad tech platforms is approximately $79 billion in 2025, estimated to expand to approximately $136 billion by 2030, representing an approximate 11% CAGR. Growth within this market is expected to be broad-based and bolstered by non-gaming categories, which are projected to grow at an approximate 14% CAGR from 2025 to 2030, according to the Altman Solon Report, surpassing the forecasted open app ecosystem growth of larger walled garden ecosystems outside their owned and operated properties.

Despite the volume and depth of engagement in apps, mobile in-app advertising remains significantly under-monetized relative to other digital and legacy channels. As of 2024, ad spend per user hour is approximately $0.07 within third-party apps, compared to approximately $0.14 per user hour in walled-garden mobile apps, approximately $0.24 per user hour in CTV, and approximately $0.38 per user hour in traditional TV, representing an approximate 2.0x gap as compared to walled garden mobile apps, an approximate 3.5x gap as compared to CTV and an approximate 6x gap as compared to traditional TV, according to the Altman Solon Report.

Ad Budgets are Shifting from Brand to Performance

Budget reallocation is driven by the convergence of engagement and measurability. As engagement continues to grow in mobile, we expect marketing dollars to continue to shift. Advertisers are also shifting spend from brand or awareness oriented goals, toward outcome-based marketing that provide reach, addressability, and closed-loop measurement, as well as partners that combine scale, precision, and measurement to achieve these goals.

Advancements in technology have redefined advertiser expectations. AI and machine learning now underpin campaign execution for the leading performance advertising platforms, enabling predictive targeting that can deliver significant uplift in campaign outcomes. This is causing advertisers to rethink their budgets and shift more dollars towards performance marketing.

Key Opportunities in the App Economy

Commercialization of the App Economy

While mobile app creation has become easier and the number of apps has proliferated, effective commercialization has emerged as a large opportunity in the ecosystem. Mobile in-app advertising auctions stimulate and expand consumer demand, making them “positive-sum” marketing environments.

Challenges Faced by In-App Advertisers

Advertisers face challenges acquiring profitable users at scale and current buying tools often lack flexibility to meet company-specific goals. The growing abundance of apps, which is accelerating due to the proliferation of generative AI technologies, increases the importance of discovery and marketing as the mode of differentiation for mobile app developers.

Challenges Faced by In-App Publishers

Publishers seek to maximize advertising dollars while minimizing disruption in their business. Publishers must also maintain ad quality, viewability, and brand safety, as well as mitigate fraud without degrading user experience or retention.

Liftoff Helps Power the App Economy

Our technology platform includes:

•

Cortex, our advanced neural network-powered prediction engine, is the core AI technology that powers our entire business and provides the backbone for our innovative solutions and continuous improvement.

•

Our leading DSP facilitates profitable user acquisition for advertisers through advanced algorithms that deliver precise targeting, underwriting, and conversion, which collectively drive user acquisition results across the app economy.

1 Shown as serviceable addressable market for independent ad tech platforms based on a gross revenue basis (including publisher’s share of revenues).

Table of Contents

•

Our widely-adopted SSP provides direct access to in-app users in the over 167,000 apps we are integrated in as of March 31, 2026.

•

Our operating model extends the capabilities of our core technology platform through configurable, scalable, and reusable modules called Adapters.

We believe the combination of these capabilities that underpin our technology platform allows us to drive differentiated returns for our advertiser customers and differentiated monetization for our publisher partners.

Cortex: Our Advanced Neural Network Technology

Cortex, our proprietary neural network-powered AI prediction model, is the foundation of our technology platform. Neural networks can process exponentially more data and calibrate to bidding signals much faster than previous model paradigms. Neural networks can also continuously self-learn to improve predictive performance even before additional R&D investment is made. These advancements result in greater precision in identifying valuable users for advertisers, efficiently targeting such users with the right ad creatives, and ultimately driving outcomes aligned with advertiser specific goals – a process referred to as “underwriting.”

Innovative Combination of DSP and SSP

Our DSP empowers advertisers to programmatically deploy user-acquisition budgets and drive profitable user growth across a broad universe of mobile apps. We believe our DSP excels in driving performance through optimization of advertisers’ direct objectives. While the specific objective might vary by advertiser, the end goal is the same: acquire users to drive growth. As such, when we deliver user growth for our customers, their marketing budgets tend to expand in tandem.

Our SSP, powered by our widely distributed SDK, serves as the entry point to reaching the end user. The SDK enables publishers to execute the selling, management, and optimization of their digital advertising inventory leading to increased advertising revenue and, critically, serves as a direct distribution channel for our DSP. Our SSP additionally allows third-party DSPs to access users using our technology. We believe our robust infrastructure and wide demand access, combined with advanced yield optimization tools and comprehensive analytics, helps maximize publishers’ revenue potential and strengthens our SSP solution.

Our unified performance platform combines the strengths of our DSP and SSP to deliver significant customer value on both sides of the marketplace. We believe our SDK integration, which has over 167,000 publisher apps worldwide as of March 31, 2026, provides a performance and data advantage. Our unified view of price, supply, and demand enables us to achieve higher auction win rates with lower latency. The deep integration of our DSP and SSP enhances the overall value we deliver to our customers, which we expect to strengthen our customer relationships, drive high revenue retention, and enable durable growth for our business.

Differentiated Operating Model: Extending Reach of Our Core Technology Platform Through Adapters

We address the diverse challenges and opportunities of customers across sectors through modular technical enhancements that we call Adapters built on top of our Cortex-powered platform. Our customers’ requirements are not “one-size-fits-all” — they span many industry verticals and have differing performance criteria, underlying business models, approaches to user acquisition, and “last-mile” obstacles. A typical standalone DSP or SSP does not solve customer needs consistently across the app economy. Adapters are technical solutions that bridge from core technology platform to business outcomes. They extend the reach of our platform and are a major enabler of marketing performance and spend growth on Liftoff’s platform.

Our cross-functional R&D, go-to-market (“GTM”), and operations teams collaborate to apply existing Adapters to defined problems and, when appropriate, develop new ones. We originate new Adapters where a market gap exists. Each new Adapter becomes part of Liftoff’s expanding Adapter technology suite, enhancing our ability to address customer challenges through reusable and proven solutions. Existing Adapters can be applied to other relevant customers, and when new Adapters are launched, we endeavor to broaden adoption across all our customers that benefit from the enhanced capabilities.

Value Proposition to Our Customers

For in-app advertisers, we identify and deliver users at the right price to drive their economic models. We believe our innovative combination of DSP and SSP capabilities and assets, built on Cortex, enables scalable, profitable user acquisition for apps across the ecosystem. Additionally, Adapters unlock ad budgets that may otherwise go unspent. This comprehensive platform, coupled with a focus on delivering strong outcomes for advertisers according to their specific needs, increases ad budgets and creates a self-reinforcing business model.

Table of Contents

For app publishers, we provide a comprehensive ad monetization platform that helps maximize revenue from their advertising inventory. Our SDK possesses the unique ability to access both premium Liftoff DSP demand and third-party DSP demand, optimizing publisher yield across the broadest range of advertisers. As of March 31, 2026, 36% of our supply exists in verticals outside gaming, and this percentage has rapidly increased as non-gaming apps increasingly focus on monetization. This supply base is highly differentiated when compared to our predominantly gaming-focused SSP peers. This non-gaming supply leadership builds on our vertical-agnostic DSP, and as app economy verticals are created and expand, both sides of our business grow, delivering more demand to our publishers and encouraging SDK adoption.

Our Competitive Strengths

Sophisticated Machine Learning and Optimized Infrastructure. Our core technology platform is designed to deliver durable, compounding outcomes for customers through advanced neural network–based machine learning and an optimized technology stack. At its core is Cortex, our proprietary, advanced, and continuously self-improving neural network prediction engine. This technology translates into more accurate predictions, tighter feedback loops, and sustained customer performance at scale. Since introducing our neural network engine, we have observed a clear inflection in performance.

Broadly Proliferated Monetization Software. As of March 31, 2026, our SDK was integrated into over 167,000 apps, which allows us to reach a wide audience of mobile app users directly through high-quality, engaging ads. This access is across app verticals and drives strong ad monetization for our vast range of publisher customers. We believe this broad SDK footprint represents a durable strength.

Unified Demand and Supply Platform. We operate a unified platform that combines leading-edge demand and supply at scale. Our powerful DSP technology efficiently identifies relevant, profitable users for advertisers. Our SSP provides an efficient path for our DSP to reach those users. This combination enhances real-time data symmetry to improve underwriting and bidding effectiveness and provides improved customer performance. We believe this combination of DSP and SSP technologies at scale is unique in our market.

Configurable Adapters Expand Value Proposition for Diverse Customer Base. Our configurable Adapter layer enhances our core technology platform to improve outcomes across verticals and use cases. We design Adapters to scale across customers and verticals. This approach systematically unlocks incremental spend by meeting the performance requirements of more customers. We set ourselves apart through our ability to develop and deploy Adapters at scale to solve vertical-specific problems.

Experienced Team with Relentless Focus on Innovation. As of March 31, 2026, approximately 84% of our employees are dedicated to delivering customer outcomes, of which approximately 60% are in technical roles. Our senior leadership team has an average tenure of nine years at Liftoff and twelve years in ad tech.

Our Growth Flywheel

There are two fundamental characteristics of our business that drive the powerful virtuous cycle that fuels our ability to grow as our customers do.

The first characteristic relates to the fundamentals of mobile performance marketing. Mobile performance marketing offers precise, per-user return on investment (“ROI”) tracking, enabling advertisers to scale spend rapidly when profitability goals are met. Unlike other types of marketing, if we deliver against known customer requirements, spend often increases in real time. This performance threshold is on a per campaign or partner basis. Advertisers will increase budgets for any profitable spend, independent of overall budget or the performance of other providers.

Second, our unified DSP and SSP platform, powered by Cortex and augmented with our configurable Adapters, creates a compounding data flywheel. As advertisers hit performance KPIs, they may increase their spend — feeding more data into Cortex, improving model accuracy, and campaign outcomes. Adapters amplify this effect across verticals, unlocking more spend and expanding market reach. Increased demand drives more supply via SDK integrations, reinforcing growth. This virtuous cycle underpins our durable performance, reflected in our 130% LTM Core Advertising Net Dollar Retention for the period ended March 31, 2026.

Table of Contents

Each iteration strengthens the flywheel, making our models faster, more accurate, and better at delivering results to more customers.

Our Growth Strategy

As the app economy expands through new app categories, we believe we are well positioned to serve them. We expect growth of the app economy will increase our opportunity set, lead to additional momentum and accelerate our self-reinforcing growth flywheel.

Continued Technology-Driven Compounding Growth Through AI Self Learning. As we continue to scale and process increasing volumes of data, Cortex is designed to continuously self-improve and further accelerate our compounding revenue growth. Having transitioned to neural network-based models only about two years ago, we expect Cortex’s capabilities to expand significantly as we capture more data and deploy ongoing model and infrastructure enhancements.

New Market Expansion and Emerging Demand Verticals. We continuously identify potential customers to acquire in emerging demand verticals across the app economy. Our team’s dedicated approach enables us to extend into new app categories as they scale, with a focus on high-growth segments.

Increasing Supply Outside Gaming. As mobile adoption and engagement expands, many companies are developing apps to engage consumers in their own mobile environment. Many of those apps are now seeking monetization opportunities to drive incremental revenue. We consider ourselves well-positioned to capture disproportionate spend migration from non-mobile formats to in-app environments outside of gaming.

AI App Supply and Demand. AI chat and productivity apps are surging in popularity across the app stores. As these apps are increasingly used for search or product discovery, we expect at least a portion of them to monetize that engagement through ads.

Opportunistic Acquisitions. We believe we have a strong track record of identifying and integrating complementary technology businesses and teams. The combination of legacy Liftoff and Vungle represented a significant merger in our industry.

Collectively, these initiatives form a comprehensive growth strategy designed to build new layers of expansion on top of our AI-driven platform. We believe our position serving all the verticals of the app economy on both the demand and supply side uniquely positions us to capture and power growth as the app economy expands.

Our Principal Stockholders

Blackstone is the world’s largest alternative asset manager. Blackstone seeks to deliver compelling returns for institutional and individual investors by strengthening the companies in which the firm invests. Blackstone’s $1.3 trillion in assets under management include global investment strategies focused on real estate, private equity, credit, infrastructure, life sciences, growth equity, secondaries and hedge funds.

General Atlantic is a leading global growth equity firm with more than four decades of experience providing capital and strategic support for over 500 growth companies throughout its history. Established in 1980 to partner with visionary entrepreneurs and deliver lasting impact, the firm combines a collaborative global approach, sector specific expertise, a long-term investment

Table of Contents

horizon and a deep understanding of growth drivers to partner with great entrepreneurs and management teams to scale innovative businesses around the world.

We intend to enter into separate stockholders agreements with each of our Principal Stockholders in connection with this offering. Among other things, these agreements will grant each of the Principal Stockholders the right to designate an agreed number of individuals to our board of directors. See “Certain Relationships and Related Person Transactions—Stockholders Agreements” for a description of these agreements.

Investment Risks

An investment in shares of our common stock involves substantial risks and uncertainties that may materially adversely affect our business, financial condition, results of operations and cash flows. Some of the more significant challenges and risks relating to an investment in our company include, among other things, the following:

•

The failure to retain existing customers, expand our customers’ use of our solutions, attract new customers, or a reduction in spending by these customers could adversely affect our business, financial condition, and results of operations.

•

We generally do not have long-term agreements with our customers.

•

We rely on operating system providers and app stores to support our solutions, and any disruption, deterioration or change in their services, policies, practices, guidelines and/or terms of service could have a material adverse effect on our reputation, business, financial condition and results of operations.

•

Large and established internet and technology companies may be able to independently transform the marketplace for data and native advertising and significantly impair our ability to operate.

•

Our revenue and results of operations are highly dependent on the overall demand for marketing. Factors that affect the amount of advertising spending, such as economic downturns, can make it difficult to predict our revenue and could adversely affect our business, results of operations, and financial condition.

•

Our revenue has been concentrated in various ways, and the loss of, or a significant reduction in, any such revenue source, or our failure to successfully expand and diversify our revenue sources could adversely affect our business, financial condition, and results of operations. Additionally, our services are interdependent on third-party service providers within the mobile advertising ecosystem that are not within our control and which could affect our business.

•

Our business depends on our ability to collect, use, disclose and otherwise process data to deliver our products and services. Any limitation imposed on our collection, use, disclosure or other processing of this data could significantly diminish the value of our solutions and cause us to lose publishers, buyers, and revenue. Consumer tools, regulatory restrictions and technological limitations could all threaten our ability to collect, use, disclose and otherwise process data.

•

We are increasingly incorporating artificial intelligence and/or machine learning systems and technologies (collectively, “AI” or “AI technologies”) into certain aspects of our offerings and otherwise using AI in our business, and challenges related thereto could adversely affect our reputation, business, financial condition and results of operations.

•

Security breaches, including improper access to or disclosure of our data, hacking and phishing attacks, or other cybersecurity incidents affecting our systems, or those of our third-party vendors, could harm our reputation and adversely affect our business.

•

We are subject to laws, rules, regulations, industry standards and contractual obligations concerning privacy, information security, data protection, the use and sharing of data, the provision of digital services, anti-trust, AI, breach notification, consumer protection, advertising, tracking, targeting, and protection of minors, and these laws, rules, regulations and industry standards are continually evolving and increasingly stringent. Our actual or perceived failure to comply with these obligations could adversely affect our business, financial condition, and results of operations.

•

Our business is subject to a variety of U.S. and foreign laws, many of which are unsettled and still developing, which could subject us to claims or otherwise adversely affect our business, financial condition, and results of operations.

•

Failure to obtain, maintain, protect, defend or enforce our proprietary and intellectual property rights could adversely affect our business, financial condition, and results of operations.

•

After the completion of this offering we may be a “controlled company” within the meaning of the rules of Nasdaq, and even if we are not, we may in the future become a “controlled company” due to the concentration of voting power by Blackstone. If we were a “controlled company,” we would qualify for exemptions from certain corporate governance

Table of Contents

requirements. If we were to rely on such exemptions in the future, you would not have the same protections afforded to stockholders of companies that are subject to such requirements.

•

Our substantial indebtedness could adversely affect our financial condition, our ability to operate our business, react to changes in the economy or our industry, prevent us from fulfilling our obligations under our debts and could divert our cash flow from operations for debt payments.

Before you invest in our common stock, you should carefully consider all of the information in this prospectus, including matters set forth under the heading “Risk Factors.”

Implications of Being an Emerging Growth Company

We qualify as an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As an emerging growth company, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies that are not emerging growth companies. These provisions include:

•

presentation of only two years of audited financial statements and only two years of related management’s discussion and analysis of financial condition and results of operations in this prospectus;

•

reduced disclosure about our executive compensation arrangements;

•

no non-binding stockholder advisory votes on executive compensation or golden parachute arrangements; and

•

exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting.

We may take advantage of these exemptions for up to five years or such earlier time that we are no longer an emerging growth company. We will cease to be an emerging growth company upon the earliest of: (1) the end of the fiscal year following the fifth anniversary of this offering; (2) the first fiscal year after our annual gross revenues are $1.235 billion or more; (3) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities; or (4) the date on which we are deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have taken advantage of reduced disclosure regarding executive compensation arrangements and the presentation of certain historical financial information in this prospectus, and we may choose to take advantage of some but not all of these reduced disclosure obligations in future filings. If we do, the information that we provide stockholders may be different than you might get from other public companies in which you hold stock.

The JOBS Act permits an emerging growth company like us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We have elected to use this extended transition period until we are no longer an emerging growth company or until we affirmatively and irrevocably opt out of the extended transition period. Accordingly, this election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies. When a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, will 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. As a result, our consolidated financial statements may not be comparable to the financial statements of companies that comply with new or revised accounting pronouncements as of public company effective dates.

Corporate Information

Liftoff Mobile, Inc. was incorporated in Delaware on November 6, 2020. Our principal executive offices are located at 900 Middlefield Road, Redwood City, California 94063 and our telephone number is (650) 319-7151. We maintain a website at www.liftoff.ai. The reference to our website is intended to be an inactive textual reference only. The information contained on, or that can be accessed through, our website is not part of this prospectus.

Table of Contents

The Offering

Share information presented below reflects a 1.3-for-1 forward split of our common stock to occur after the effectiveness of the registration statement of which this prospectus forms a part and prior to the closing of this offering.


Common stock offered by Liftoff Mobile, Inc.	19,000,000 shares.
Option to purchase additional shares	We have granted the underwriters an option for a period of 30 days to purchase up to 2,850,000 additional shares of common stock from us.
Common stock outstanding after giving effect to this offering	166,480,527 shares (or 169,330,527 shares if the underwriters exercise in full their option to purchase additional shares of common stock).
Use of proceeds	We estimate that the proceeds to us from this offering, after deducting estimated underwriting discounts and commissions and before estimated offering expenses, will be approximately $377.1 million (or $433.6 million if the underwriters exercise in full their option to purchase additional shares of common stock).
	We intend to use the proceeds (net of underwriting discounts and commissions) to us from the issuance of shares in this offering to repay outstanding indebtedness under our New Term Loan Facility totaling approximately $357.3 million (or $413.8 million if the underwriters exercise in full their option to purchase additional shares of common stock) and the remainder for general corporate purposes and to bear all of the expenses of this offering. We estimate these offering expenses (excluding underwriting discounts and commissions) will be approximately $19.8 million. See “Use of Proceeds.”
Voting rights	Each share of our common stock entitles its holder to one vote on all matters to be voted on by stockholders generally.
Dividend policy	We have no current plans to pay dividends on our common stock following this offering. The declaration, amount and payment of any future dividends will be at the sole discretion of our board of directors. Our board of directors may take into account general economic and business conditions, our financial condition and operating results, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions and implications on the payment of dividends by us to our stockholders or by our subsidiaries to us, and such other factors as our board of directors may deem relevant. See “Dividend Policy.”
Controlled company	Prior to this offering, Blackstone beneficially owned or controlled a majority of the voting power of shares eligible to vote in the election of our directors. Upon the closing of this offering, Blackstone will beneficially own or control approximately 50.4% of the voting power of our shares eligible to vote in the election of our directors (or 49.5% if the underwriters exercise in full their option to purchase additional shares of common stock). To the extent that Blackstone beneficially owns or controls a majority of the voting power of shares eligible to vote in the election of our directors, we will be a “controlled company” under Nasdaq rules. If we were a controlled company, we would qualify for exemptions from certain corporate governance requirements of Nasdaq.
Conflicts of Interest	Because certain affiliates of Blackstone Securities Partners L.P., an underwriter in this offering, own in excess of 10% of our issued and outstanding common stock, Blackstone Securities Partners L.P. is deemed to have a “conflict of interest” under Rule 5121 of the Financial Industry Regulatory Authority, Inc. (“FINRA”). Accordingly, this offering is being made in compliance with the requirements of FINRA Rule 5121. Pursuant to that rule, the appointment of a “qualified independent underwriter” is not required in connection with this offering. In accordance with FINRA Rule 5121(c), no sales of the shares of our common Stock in this offering will be made to any discretionary account over which Blackstone Securities Partners L.P.

Table of Contents


	exercises discretion without the prior specific written approval of the account holder. See “Underwriting (Conflicts of Interest).”
Risk factors	See “Risk Factors” for a discussion of risks you should carefully consider before deciding to invest in our common stock.
Proposed trading symbol	“LFTO.”

The number of shares of our common stock that will be outstanding after this offering is based on (1) the reclassification of all 111,822,020 outstanding shares of our Class A common stock and all 11,647,208 outstanding shares of our Class B common stock (in each case, after giving effect to the 1.3-for-1 forward split) into an equal number of shares of common stock (the “Reclassification”) and (2) the conversion of all of our outstanding shares of Series A Redeemable Convertible Preferred Stock into 24,011,299 shares of common stock (after giving effect to the 1.3-for-1 forward split) (the “Conversion”). The Reclassification and the Conversion will occur after the effectiveness of the registration statement of which this prospectus forms a part and prior to the closing of this offering.

In this prospectus, unless otherwise indicated, the number of shares of common stock outstanding and the other information based thereon does not reflect:

•

45,851,698 shares of common stock issuable pursuant to outstanding stock options and restricted stock units granted under the Booster Parent Holdings, Inc. 2021 Stock Incentive Plan (the “2021 Stock Incentive Plan”) as of May 28, 2026 with the stock options having a weighted average exercise price of $12.97 per share. See “Management—Executive Compensation—2021 Stock Incentive Plan”;

•

24,200,000 shares of common stock related to awards that may be granted under the Liftoff 2026 Omnibus Incentive Plan (the “Omnibus Incentive Plan”). See “Management—Executive Compensation— Omnibus Incentive Plan”, including 24,375 additional shares of common stock issuable pursuant to an award of restricted stock units that we expect to grant under the Omnibus Incentive Plan to one of our non-employee directors. See “Director Compensation”;

•

4,900,000 shares of common stock available for issuance under the Liftoff Inc. Employee Stock Purchase Plan (the “ESPP”). See “Management—Executive Compensation—Employee Stock Purchase Plan”; and

•

shares of common stock that may be issued if the post-conversion earnout share liability is settled. See “Certain Relationships and Related Person Transactions—General Atlantic Investment.”

Unless otherwise indicated, all information contained in this prospectus assumes:

•

the filing and effectiveness of our amended and restated certificate of incorporation, which will occur after the effectiveness of the registration statement of which this prospectus forms a part and prior to the completion of this offering;

•

the Reclassification, the Conversion and a 1.3-for-1 forward split of our common stock, each of which will occur after the effectiveness of the registration statement of which this prospectus forms a part and prior to the completion of this offering;

•

no exercise of outstanding stock options described above;

•

no exercise by the underwriters of their option to purchase up to an additional 2,850,000 shares of common stock from us; and

•

an initial public offering price of $21.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus.

The share and per share information in the financial statements and the related notes thereto included elsewhere in this prospectus are presented on a historical basis only and therefore do not reflect the 1.3-for-1 forward stock split of our common stock.

Table of Contents

Summary Historical Financial and Other Data

The following tables present the summary historical consolidated financial and other data for Liftoff Mobile, Inc. and its subsidiaries for the periods and at the dates indicated. The summary unaudited consolidated statements of operations data and statements of cash flows data presented below for the three months ended March 31, 2026 and 2025 and the summary unaudited condensed consolidated balance sheet data presented below as of March 31, 2026 have been derived from the unaudited condensed consolidated financial statements of Liftoff Mobile, Inc. included elsewhere in this prospectus. The summary consolidated statements of operations data and statements of cash flows data presented below for the years ended December 31, 2025 and 2024 have been derived from the audited consolidated financial statements of Liftoff Mobile, Inc. included elsewhere in this prospectus.

The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in our opinion, have included all adjustments, which include only normal recurring adjustments, necessary to present fairly in all material respects our financial position and results of operations. The results for any interim period are not necessarily indicative of the results that may be expected for the full year. Historical results are not necessarily indicative of the results expected for any future period. You should read the summary historical consolidated financial data below, together with the consolidated financial statements and related notes thereto included elsewhere in this prospectus, as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the other information included elsewhere in this prospectus.


	Three Months Ended March 31,						Year Ended December 31,
(in thousands)	2026			2025			2025			2024
Summary Statements of Operations Data:
Revenue	$	205,642		$	149,969		$	685,744		$	519,250
Costs and operating expenses:
Cost of revenue, excluding depreciation and amortization		27,985			23,508			101,863			86,856
General and administrative		24,843			20,722			140,672			80,757
Research and development		27,374			20,924			113,504			80,583
Sales and marketing		17,735			14,262			64,710			58,130
Depreciation and amortization		21,768			25,552			97,762			107,222
Impairment of intangible assets and capitalized internal- use software		—			—			428			12,799
Total costs and operating expenses		119,705			104,968			518,939			426,347
Income from operations		85,937			45,001			166,805			92,903
Other income (expense):
Interest expense, net		(34,975	)		(29,604	)		(127,039	)		(97,898	)
Loss on debt extinguishment		—			—			(5,264	)		—
Post-conversion earnout share liability revaluation		2,536			—			(9,242	)		—
Contingent consideration revaluation		4,900			(8,400	)		(45,000	)		(24,300	)
Other (expense) income, net		(112	)		145			(1,847	)		(86	)
Income (loss) before income taxes		58,286			7,142			(21,587	)		(29,381	)
Income tax expense		(8,955	)		(3,274	)		(1,558	)		(18,852	)
Net income (loss)	$	49,331		$	3,868		$	(23,145	)	$	(48,233	)
Net income (loss) per share - basic	$	0.44		$	0.03		$	(0.22	)	$	(0.43	)
Net income (loss) per share - diluted(1)	$	0.40		$	0.03		$	(0.22	)	$	(0.43	)
Weighted average common shares used to compute net income (loss) per share attributable to common stockholders - basic(1)		94,683,393			111,773,192			103,138,111			111,619,510
Weighted average common shares used to compute net income (loss) per share attributable to common stockholders - diluted(1)		103,816,635			117,997,784			103,138,111			111,619,510
Pro forma net income (loss) per share - basic (unaudited)(2)	$	0.34					$	(0.16	)
Pro forma net income (loss) per share - diluted (unaudited)(2)	$	0.31					$	(0.16	)
Weighted average common shares used to compute pro forma net income (loss) per share attributable to common stockholders (unaudited) - basic(2)		147,099,710						146,085,193
Weighted average common shares used to compute pro forma net income (loss) per share attributable to common stockholders (unaudited) - diluted(2)		158,972,924						146,085,193

Table of Contents


	As of March 31, 2026
(in thousands)	Actual			Pro Forma As Adjusted(3)
Summary Balance Sheet Data:
Cash and cash equivalents	$	200,940		$	209,680
Total assets	$	1,998,837		$	1,993,844
Total liabilities	$	2,478,515		$	2,113,021
Total redeemable convertible preferred stock	$	414,607		—
Total stockholders’ deficit	$	(894,285	)	$	(119,177	)

(1)

Presented on a historical basis without giving effect to the 1.3-for-1 forward split of our common stock to occur after the effectiveness of the registration statement. See note 2 below for per share information giving effect to the forward stock split.

(2)

The unaudited pro forma net loss per share, basic and diluted, is based on our historical consolidated statements of operations after giving effect to the 1.3-for-1 forward split of our common stock as well as the conversion of the Series A Redeemable Convertible Preferred Stock into common stock on a post-split basis, which will occur after the effectiveness of the registration statement of which this prospectus forms a part and prior to the completion of this offering. Please note that the additional shares of our common stock created by the conversion of the Series A Redeemable Convertible Preferred Stock have been weighted for the period that the Series A Redeemable Convertible Preferred Stock were outstanding following the GA Investment Transaction on June 30, 2025.

(3)

The pro forma as adjusted balance sheet data gives effect to the Reclassification, the Conversion, the 1.3-for-1 forward stock split of our common stock, and issuance and sale of shares of our common stock at an assumed initial public offering price of $21.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. This information is illustrative only and will change based on the actual initial public offering price and other terms of this offering determined at pricing.


	Three Months Ended March 31,						Year Ended December 31,
(in thousands)	2026			2025			2025			2024
Summary Statements of Cash Flows Data:
Net cash provided by operating activities	$	87,168		$	51,463		$	163,354		$	98,786
Net cash used in investing activities		(13,304	)		(13,298	)		(50,135	)		(45,109	)
Net cash used in financing activities		(6,511	)		(2,580	)		(78,573	)		(134,521	)


	Three Months Ended March 31,						Year Ended December 31,
(dollars in thousands, except percentages and customer count data)	2026			2025			2025			2024
Other Financial and Operating Data:
Net income (loss)	$	49,331		$	3,868		$	(23,145	)	$	(48,233	)
Adjusted EBITDA(1)	$	120,085		$	77,867		$	374,400		$	256,092
Net income (loss) margin		24	%		3	%		(3	)%		(9	)%
Adjusted EBITDA Margin(1)		58	%		52	%		55	%		49	%
Core Advertising revenue(2)	$	204,690		$	148,986		$	681,691		$	483,416
Customers Contributing More Than $100,000 of Core Advertising revenue(3)	384			328			376			316

(1)

We report our financial results in accordance with generally accepted accounting principles in the United States (“GAAP”), however, management believes that Adjusted EBITDA and Adjusted EBITDA Margin, which are non-GAAP measures, provide users of our financial information with useful supplemental information enabling a comparison of our performance across periods. We believe Adjusted EBITDA and Adjusted EBITDA Margin provide visibility to the underlying continuing operating performance of our business. Management uses Adjusted EBITDA and Adjusted EBITDA Margin to evaluate and manage the performance of our business, make resource allocation decisions, and compensate key personnel as they provide further understanding with respect to the results of our operations.

We define Adjusted EBITDA as net income adjusted for interest expense, net, income tax expense, depreciation and amortization expense, stock-based compensation, other expenses, net, and further adjusted for certain items that impact comparison of the performance of our businesses either period-over period or with other businesses as more fully described below. We also disclose Adjusted EBITDA Margin, which is calculated as Adjusted EBITDA divided by revenue.

Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial measures and are presented for supplemental informational purposes only and should not be considered as alternatives or substitutes to financial information presented in accordance with GAAP. These measures have certain limitations in that they do not include the impact of certain expenses that are reflected in our consolidated statement of operations that are necessary to run our business. Our definitions may differ from the definitions used by other companies and therefore comparability may be limited. In addition, other companies may not publish these or similar metrics. Thus, our Adjusted EBITDA and Adjusted EBITDA Margin should be considered in addition to, not as substitutes for, or in isolation from, measures prepared in accordance with GAAP. Some of the limitations and other factors to consider include:

•

Adjusted EBITDA and Adjusted EBITDA Margin exclude the recurring, non-cash expenses of depreciation and amortization of property and equipment, capitalized internal-use software, and definite-lived intangible assets, and although these are non-cash expenses, the assets being depreciated and amortized may have to be replaced in the future;

Table of Contents

•

Adjusted EBITDA and Adjusted EBITDA Margin do not reflect changes in or cash requirements for, our working capital needs;

•

Adjusted EBITDA and Adjusted EBITDA Margin exclude stock-based compensation expense, which has been, and will continue to be for the foreseeable future, an important part of how we attract and retain our employees and a significant recurring expense in our business;

•

Adjusted EBITDA and Adjusted EBITDA Margin do not reflect the interest expense, net or the cash requirements to service interest or principal payments on our indebtedness;

•

Adjusted EBITDA and Adjusted EBITDA Margin exclude the non-cash charges related to debt extinguishments, impairments of primarily capitalized internal-use software, and revaluation of contingent consideration, as these impact the comparability of our business across periods and do not relate to the continuing operating performance of our business;

•

Adjusted EBITDA and Adjusted EBITDA Margin exclude costs related to IPO, integration, non-recurring transactions and expenses, and reorganization severance costs, as these impact the comparability of our business across periods and do not relate to the continuing operating performance of our business;

•

Adjusted EBITDA and Adjusted EBITDA Margin do not reflect our income tax expense provision; and

•

Adjusted EBITDA and Adjusted EBITDA Margin exclude other expenses, net, which primarily relate to non-operating foreign exchange gains and losses.

Adjusted EBITDA is not a liquidity measure and should not be considered as discretionary cash available to us to reinvest in the growth of our business or to distribute to stockholders or as a measure of cash that will be available to us to meet our obligations.

To properly and prudently evaluate our business, we encourage you to review the financial statements included elsewhere in this prospectus, and not rely on a single financial measure to evaluate our business. We also strongly urge you to review the reconciliation to the corresponding GAAP financial measures set forth in this prospectus.

The following table reconciles net income (loss) and net income (loss) margin, the most comparable GAAP financial measures, to Adjusted EBITDA and Adjusted EBITDA Margin, respectively, for the periods presented:


	Three Months Ended March 31,						Year Ended December 31,
(in thousands, except percentages)	2026			2025			2025			2024
Net income (loss)	$	49,331		$	3,868		$	(23,145	)	$	(48,233	)
Interest expense, net		34,975			29,604			127,039			97,898
Income tax expense		8,955			3,274			1,558			18,852
Depreciation and amortization		21,768			25,552			97,762			107,222
Stock-based compensation expense (a)		6,611			3,831			46,807			27,941
Contingent consideration revaluation		(4,900	)		8,400			45,000			24,300
Loss on impairment		—			—			428			12,799
Other expense, net		112			(145	)		1,847			86
Integration costs (b)		—			—			—			8,579
Reorganization severance costs (c)		—			44			677			3,107
Transaction costs (d)		—			1,051			48,860			3,541
Other non-recurring expenses (e)		5,769			2,388			13,061			—
Loss on debt extinguishment (f)		—			—			5,264			—
Post-conversion earnout share liability revaluation		(2,536	)		—			9,242			—
Adjusted EBITDA	$	120,085		$	77,867		$	374,400		$	256,092
Net income (loss) margin		24	%		3	%		(3	)%		(9	)%
Adjusted EBITDA margin		58	%		52	%		55	%		49	%

(a)

Stock-based compensation includes $4.2 million and $3.2 million related to the vesting and payment of the 2021, 2024, and 2025 Distributions to employee equity holders for the three months ended March 31, 2026 and 2025, respectively, as well as $14.6 million and $10.3 million for the years ended December 31, 2025 and 2024, respectively. Distributions of this nature are not expected to reoccur once we are a public company. Refer to Note 10–Stock-based compensation within the Company’s audited consolidated financial statements included elsewhere in this prospectus for further detail.

(b)

Represents costs related to the integration of legacy Liftoff and Vungle operations as a result of the 2021 merger. Following the merger, the Company undertook integration efforts to combine legacy Liftoff and Vungle’s functions (including cost of revenue, sales and marketing, research and development, and general and administrative costs), consolidating our legal entities and office footprints in various countries, and redesigning our business processes to operate efficiently as a single entity. These integration costs primarily came in the form of third-party advisor fees, who assisted in advising management on go-forward organization structure, redesigning processes, and facilitating change management. These activities were concluded in 2024.

(c)

Represents reorganization costs associated with aforementioned integration activities. As a result of the Company’s integration activities, the Company undertook multiple defined reduction-in-force programs to eliminate duplicative roles and streamline the Company’s workforce across all functions. The costs came primarily in the form of severance and professional service costs associated with such operating model redesign, including severance related expenses and professional fees. Reorganization costs relating to these integration activities are expected to be minimal following the 2025 fiscal year.

(d)

Represents costs for transaction-related services, such as investment banking, legal, accounting, and diligence, primarily incurred in connection with capital markets activities, including debt refinancing efforts and General Atlantic’s investment.

(e)

Represents non-recurring third-party professional fees in preparation of becoming a public company that are not capitalizable and $1.2 million of other non-recurring fees incurred during the year ended December 31, 2025.

(f)

Consisted of a write-off of $4.9 million of unamortized issuance costs and $0.4 million of fees paid to lenders and third parties.

Table of Contents

(2)

Core Advertising revenue represents the vast majority of our total revenue and is derived from our current advertising platforms, which are primarily powered by Cortex-backed demand solutions.

(3)

Calculated for a period by counting the number of unique customers whose Core Advertising revenue exceeded $100,000 on a trailing twelve-month basis as of each period end.

Table of Contents

Risk Factors

Investing in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below and the other information set forth in this prospectus before deciding to invest in shares of our common stock. If any of the following risks actually occur, our business, results of operation, financial condition, cash flows, and prospects may be materially adversely affected. The risks and uncertainties described below are not the only risks and uncertainties that we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also materially and adversely affect our business, results of operations, and financial condition. In such case, the trading price of our common stock could decline and you may lose all or part of your investment. The risks discussed below also include forward-looking statements, and our actual results may differ substantially from those discussed in these forward-looking statements. See “Forward-Looking Statements” in this prospectus. References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past.

Risks Related to our Business, Products and Industry

Our future success depends on our ability to retain our existing customers and expand their use of our solutions, and an important component of our strategy is to broaden our relationships with existing customers. In addition, we are focused on attracting new customers. As is common in the mobile app ecosystem and in the advertising industry, our customers do not have long-term commitments with us. Our success depends in part on our ability to satisfy our customers.

Whether our customers continue or expand their use of our solutions, or adopt our solutions in the case of new customers, depends on a number of other factors that could impact revenue, including:

•

our ability to improve the effectiveness and predictability of our algorithms and our machine learning platform Cortex;

•

our ability to access high quality advertising inventory;

•

our ability to continue to maintain and grow our capabilities in user acquisition and app monetization;

•

our ability to maintain or increase marketer demand and third-party publisher supply, the quantity, or quality of advertisements shown to users (including our ability to satisfy trust and safety measures to ensure the content of advertisements meets our standards), or our pricing of advertisements;

•

our ability to continue to increase user access to and engagement with our solutions;

•

changes in measuring or pricing of mobile or other advertising markets;

•

our ability to recruit, train, and retain personnel to support continued growth of our solutions;

•

our ability to establish and maintain our brand and reputation;

•

loss of market share to our competitors, including if competitors offer lower priced, more integrated, or otherwise more effective products;

•

the development and success of technologies designed to block the display of advertisements, block our solutions, or make it easier for users to opt out of tailored advertising or limit or suppress usage of mobile identifiers for advertising purposes, all of which may impact our business;

•

the development and introduction by competitors of new products or technologies, including those leveraging AI, that could replace or render our existing products and platform obsolete;

•

the availability, accuracy, utility, and security of analytics and measurement solutions offered by us or third parties that demonstrate the value of our solutions to customers, or our ability to further improve such tools;

•

customers’ willingness and ability to transition from our legacy platforms and whether the demand for our new solutions meets their expectations;

•

government inquiries, investigations and actions or legislative, regulatory, or other legal developments relating to AI or advertising, including developments that may impact our ability to deliver, target, or measure the effectiveness of campaigns;

•

changes that limit our ability to deliver, target, or measure the effectiveness of campaigns, including changes to policies by mobile operating system and third-party platform providers, and the degree to which users opt out of certain types of

Table of Contents

ad targeting as a result of changes and controls implemented in connection with such policy changes and with foreign, federal, state and local laws, rules and regulations with respect to consumer privacy, data protection and cybersecurity, including the EU General Data Protection Regulation (“EU GDPR”), its equivalent in the United Kingdom (“UK”) (“UK GDPR”), the ePrivacy Directive, the California Consumer Privacy Act, as amended by the California Privacy Rights Act (“CPRA”), and all implementing regulations thereto (collectively, “CCPA”), other U.S. state privacy legislation, Section 5 of the Federal Trade Commission Act (the “FTC Act”), the Children’s Online Privacy Protection Act (“COPPA”), Executive Order 14117, titled “Preventing Access to Americans’ Bulk Sensitive Personal Data and United States Government-Related Data by Countries of Concern” (the “Bulk Data Rule”), Brazil’s Lei Geral de Proteção de Dados Pessoais (“LGPD”), People’s Republic of China’s (“China”) Data Security Law (“DSL”), China’s Personal Information Protection Law (“PIPL”) and China’s Cybersecurity Law (“CSL”);

•

decisions by customers to reduce their marketing spend due to concerns about legal liability or uncertainty regarding their own legal and compliance obligations, or due to whistleblower reports or negative publicity or allegations, regardless of their accuracy involving us, our user data practices, metrics or tools, our solutions, or other companies in our industry; and

•

the impact of macroeconomic conditions, including tariffs, trade wars, inflation, high interest rates, uncertainty in the global banking and financial services markets, political uncertainty and international conflicts around the world, such as in Ukraine and the Middle East, as well as friction between the United States and China, and responses thereto and seasonality, whether in our industry in general, or among specific types of marketers or within particular geographies.

From time to time, certain of these factors have adversely affected our revenue to varying degrees. The occurrence of any of these or other factors in the future could result in a reduction in demand for our solutions, which would adversely affect our business and results of operations. The failure to retain existing customers, expand our customers’ use of our solutions, attract new customers, loss of customers, or reduction in spending by customers could adversely affect our business, financial condition, and results of operations.

We generally do not have long-term agreements with our customers.

Our customers generally are not party to long-term agreements with us and may choose to stop using our solutions at any time. For example, our form insertion orders can be terminated for convenience on two days’ notice. If we fail to perform under our insertion orders, our customers may choose to terminate the relationship. Additionally, most of our insertion orders incorporate the standard terms and conditions for the purchase of internet advertising published by the Interactive Advertising Bureau (“IAB”). In order to continue to grow our solutions, we must consistently provide offerings that customers see as valuable and choose to use. If we fail to maintain our relationships with our customers, or if the terms of these relationships become less favorable to us, our results of operations would be harmed. Additionally, our customers may choose to invest in their own offerings rather than continue to use our solutions. As of the three months ended March 31, 2026, we had 384 customers contributing more than $100,000 per year of Core Advertising revenue on our platform. For the three months ended March 31, 2026, no single customer represented more than 10% of our Core Advertising revenue. Any failure to maintain our relationships with our customers could adversely affect our business, financial condition, and results of operations.

The success of our solutions depends upon the effective operation of certain mobile operating systems, networks and standards that are run by operating system providers and app stores (which we collectively refer to as “Providers”). We do not control these Providers and as a result, we are subject to risks and uncertainties related to the actions taken, or not taken, by these Providers. We largely utilize Android-based and iOS-based technology, and in some cases, these Providers include companies that we also regard as our competitors.

The Providers that control these operating systems frequently introduce new technology, and from time to time, they may introduce new operating systems or modify existing ones. Further, we and our customers are also subject to the policies, practices, guidelines, certifications and terms of service of Providers’ platforms on which we monetize applications and our customers create and run content. These policies, guidelines and terms of service govern the promotion, distribution, content and operation generally of applications and content available through such Providers. Each Provider has broad discretion to change and interpret its terms of service, guidelines and policies, and those changes may have an adverse effect on us or our customers’ ability to use our solutions. A Provider may also change its fee structure, add fees associated with access to and use of its platform or app store, alter how customers are able to advertise and monetize on their platform, change how the personal or other information of its users is made available to application developers on their platform, limit the use of personal information and other data for advertising purposes or restrict how users can share information on their platform or across other platforms. If we or our customers were to violate a Provider’s terms of

Table of Contents

service, guidelines, certifications or policies, or if a Provider, a regulator or others believe or allege that we or our customers have violated its terms of service, guidelines, certifications or policies, then that Provider could limit or discontinue our or our customers’ access to its platform or app store, or we could be subject to regulatory inquiries, investigations or actions, negative publicity or reputational harm, all of which could have a material adverse effect on our business, financial condition and results of operations. In some cases, these requirements may not be clear and our interpretation of the requirements may not align with the interpretation of the Provider, which could lead to inconsistent enforcement of these terms of service or policies against us or our customers and could also result in the Provider limiting or discontinuing access to its platform or app store. If our solutions are unable to work effectively on these operating systems, either because of technological constraints or because the Provider impairs our ability to operate on their platform, this would have a material adverse effect on our business, financial condition and results of operations.

Providers, such as Apple Inc. (“Apple”) or Alphabet Inc. (“Google”), have also changed in the past, and could change in the future, their technical requirements, guidelines or policies in a manner that materially and adversely impacts the way in which we or our customers collect, use, share and otherwise process data from users of our website and our customers’ end users, including restricting our ability to use or read device identifiers, other tracking features or other general device data. For example, Google’s “Privacy Sandbox” initiative, which was first announced in 2019, aimed to provide alternative solutions for browsing without third-party cookies and reduce cross-site and cross-app tracking. However, in October 2025, Google retired the Privacy Sandbox initiative and announced plans to discontinue most of its associated technologies across both Chrome and Android. There also is the risk that a Provider could limit or discontinue our access to its platform or app store if it establishes more favorable relationships with one or more of our competitors or it determines that it is in their business interests to do so, and we would have no recourse against any such Provider, which could have a material adverse effect on our business, financial condition and results of operations.

Further, at any time, these Providers can change their policies on how our customers or we operate on their platform or in their app stores by, for example, applying content moderation for apps and advertising or imposing technical or code requirements. Actions by Providers may affect the manner in which we or our customers collect, use, share and otherwise process data from user devices, which could have a material adverse effect on our and our customers’ businesses. In addition, if any of our customers have apps removed from app stores as a result of their use of our solutions, we may be forced to change our individual products, solution suites, practices or business, and we could be exposed to legal risk and lose customers.

If any Providers, including either Google (with respect to Android) or Apple (with respect to iOS), stop providing us with access to their platform or infrastructure, fail to provide reliable access, cease operations, modify or introduce new systems or otherwise terminate services, the delay caused by qualifying and switching to other operating systems could be time consuming and costly and could materially and adversely affect our business, financial condition and results of operations. The long-term impact of these and other future privacy, platform and regulatory changes could increase application store fees to our customers or have other impacts which could harm our business. Any limitation on or discontinuation of our or our customers’ access to any Provider’s platform or app store could materially and adversely affect our business, financial condition, results of operations or otherwise require us to change the way we conduct our business.

We also utilize operating systems from Providers to enable certain of our business operations, including our organization email services, and we expect that we will continue to rely on these systems going forward. Our reliance on operating systems reduces our control over quality of service and exposes us to potential service outages and other disruptions. If any problems occur with these operating systems, it may cause errors or poor quality communications with our solutions, and we could encounter difficulty identifying the source of the problems. The occurrence of errors or poor quality communications with our solutions, whether caused by our solutions or an operating system platform, may result in the loss of our existing customers or the delay of adoption of our solutions by potential customers and may materially and adversely affect our business, financial condition and results of operations.

Large and established internet and technology companies may be able to independently transform the marketplace for data and native advertising and significantly impair our ability to operate.

Large and established internet and technology companies such as Amazon.com, Inc. (“Amazon”), Apple, Meta Platforms, Inc. (“Facebook”) and Google may have the power to significantly change the very nature of the internet display advertising marketplace, and these changes could materially disadvantage us. For example, Amazon, Apple, Facebook and Google have substantial resources and have a significant share of widely adopted industry platforms such as web browsers, mobile operating systems and advertising exchanges and networks. In addition, these or other companies may bundle other services alongside the services that compete with our solutions, thus potentially creating a more competitive platform than ours. Therefore, these companies could leverage their position to make changes to their web browsers, mobile operating systems, platforms, exchanges, networks or other products or services that could be significantly harmful to our business and results of operations.

Table of Contents

Our business depends on the overall demand for marketing and on the economic health of our current and prospective customers. Various macroeconomic factors could cause customers to reduce their advertising budgets, including adverse economic conditions and general uncertainty about economic recovery or growth, particularly in North America, Europe, and Asia, where we do most of our business; instability in political or market conditions generally; supply chain and labor market disruptions; and any changes in tax treatment of advertising expenses and the deductibility thereof. Reductions in overall advertising spending as a result of these factors could make it difficult to predict our revenue and could adversely affect our business, results of operations, and financial condition.

Our revenue has been concentrated in various ways, the loss of, or a significant reduction in, any such revenue source, or our failure to successfully expand and diversify our revenue sources could adversely affect our business, financial condition, and results of operations. Additionally, our services are interdependent on third-party service providers within the mobile advertising ecosystem that are not within our control and which could affect our business.

We have historically experienced revenue concentration with respect to certain customers as well as other facets of our business, such as our gaming vertical. For example, among our advertiser customers (excluding third-party programmatic platforms which spend on our SSP), slightly less than half of our advertiser revenue came from our gaming vertical for the three months ended March 31, 2026. Our future success depends, in part, on acquiring new customers in the mobile app development space and successfully monetizing their apps, and on establishing and maintaining successful relationships with a diverse set of business clients who wish to promote their products and services on our platform. The loss of a top customer or the failure to successfully monetize their apps could have, and has had in the past, a significant impact on our results of operations.

As with any aspect of pop culture, the popularity of mobile games, as well as any specific category or genre of mobile game, waxes and wanes and we therefore must ensure that our network of gaming clients remains current at all times as we continue expanding and diversifying our overall customer base.

Additionally, and as noted above, our ability to successfully market our customer’s products and services necessitates supply sources where we can display ads (i.e., dedicated advertising space within mobile apps). This requires direct integrations with mobile apps using our proprietary SDK or integrations with third-party aggregators of supply sources, such as SSPs. As such, our business depends, in part, on the continued health and growth of these ecosystems. The mobile app ecosystem also faces competition for advertising spending and for the discretionary spending, leisure time, and attention of users from game platforms such as personal computer and console games, and other leisure time activities, such as television, movies, music, sports, and the internet. In addition, non-game applications for mobile devices, such as social media and messaging, television, movies, music, dating, and sports, have become increasingly popular, making the overall mobile app ecosystem highly fragmented.

Further, competition is fierce for advertising inventory within the universe of mobile apps that monetize through advertising, and accordingly third-party services are often utilized that are not within our control. For example, mobile apps that use advertising monetization platforms such as ours may also use those of our competitors. For the sake of efficiency, header bidding platforms often help mobile apps prioritize and/or determine which platform will “win” the impression and serve the ad in any given transaction. We have little visibility into that process and, in some cases, our competitors may control that process. Moreover, our customers use mobile measurement partners and other analytics vendors to measure ad performance and effectiveness as well as to determine which platform should receive credit and payment for serving an ad in any given transaction. These third-party services can malfunction and affect our business.

Finally, a significant amount of our total revenue is derived through a limited number of third-party distribution platforms, such as the Apple App Store and the Google Play Store and a deterioration in our relationship with such companies could have an impact on our business, financial condition, and results of operations. If any of these concentrated portions of our revenue are harmed or are lost, our business, financial condition, and results of operations could be adversely affected.

As we process transactions through our platform, we collect large amounts of data about advertisements and where they are placed, such as customer and publisher preferences for media and advertising content. We also collect data on ad specifications such

Table of Contents

as placement, size and format, ad pricing, and auction activity such as price floors, bid response behavior, and clearing prices. We collect data on individuals such as identification, contact, transaction, communication and marketing data. Further, we collect certain data on consumers that does not directly identify the individual, including browser type and version, internet service provider, operating system, device location and characteristics, online browsing behavior, exposure to and interaction with advertisements, inferential data about purchase intentions, and interests and preferences. We collect this data through various means, including from our own systems, SDKs installed in mobile applications, and other tracking technologies. Our customers and data providers may choose to provide us with their proprietary data about their consumers and end-users.

We collect and, often, aggregate this data and anonymize and analyze it in order to provide our services to our customers, such as app user acquisition and app monetization. Our ability to collect, use, share and otherwise process data about our customers’ end users is critical to the value of our services and is subject to a rapidly evolving regulatory framework that is not always consistent across geographies and jurisdictions. There are many technical challenges relating to our data processing, including our ability to collect, import, move, aggregate and associate the data, and we cannot assure you that we will be able to do so effectively. Evolving and conflicting legal and regulatory standards could place restrictions on the collection, management, aggregation, use and other processing of data, which could result in a material increase in the cost of collecting or otherwise obtaining certain kinds of data and could limit the ways in which we may use, disclose or otherwise process data. Internet users can, with increasing ease, implement practices or technologies that may limit our ability to collect and use data to provide services to our customers or otherwise inhibit the effectiveness of our solutions.

Any limitations on this ability could impair our ability to deliver effective solutions, which could adversely affect our business, results of operations, and financial condition.

If we or our competitors fail to detect or prevent fraud on our respective platforms, or malware or other intrusions into the systems or devices of customers and their users, customers could lose confidence in our or our competitors’ platforms, and we could face legal claims that could materially and adversely affect our reputation, business, financial condition and results of operations.

We and our competitors may be subject to fraudulent or malicious activities undertaken by persons or third parties seeking to use our or our competitors’ platforms for improper purposes. For example, someone may attempt to divert or artificially inflate mobile app users’ actions recorded in our solutions or to disrupt or manipulate the operation of the systems and devices of our customers and their users in order to misappropriate information, generate fraudulent billings or stage cyberattacks or for other illicit purposes. Bad actors may also introduce malware through our or our competitors’ platforms in order to commandeer or gain access to information of our customers or partners. For example, sophisticated bot-nets and other complex forms of “click fraud” might be used to generate fraudulent impressions and divert advertising revenue from the legitimate apps of our customers.

We may also be subject to malicious activity by competitors for the purpose of manipulating the allocation of advertising budgets across their platforms, artificially inflating their results. If we fail to detect such activity, this could divert advertising revenue from us to our competitors. We use third-party tools to identify non-human traffic and malware, and we may reduce or terminate relationships with customers that we find to be engaging in any such activities, which could adversely affect our revenue and harm our relationships with our other customers or partners. Although we continuously assess the quality and performance of advertising on our customers’ apps, it may be difficult to detect fraudulent or malicious activity, and we rely on third-party tools, as well as the controls of our customers. Further, perpetrators of fraudulent impressions and malware frequently change their tactics and may become more sophisticated over time, requiring both us and our competitors or others in our industry to improve processes for assessing the quality of customers’ inventory and controlling fraudulent activity. If we or our competitors fail to detect or prevent fraudulent or malicious activity of this sort, our reputation, or the broader reputation of our industry, could be damaged, and our customers may contest payment, demand refunds or fail to give us future business, or we could face legal claims from our customers. Even if we are not directly involved in fraud or malicious activity, any sustained failures of others in our industry to adequately detect and prevent fraud could materially and adversely affect the industry and its reputation, which would have a material adverse effect on our business, financial condition and results of operations.

We are increasingly incorporating AI into certain aspects of our offerings and otherwise using AI in our business, and challenges related thereto could adversely affect our reputation, business, financial condition and results of operations.

We use AI in our business and are increasingly building AI into certain of our platforms, such as Cortex, and the use of AI may become more important in our operations over time. AI technologies are complex and rapidly evolving, and can require significant resources to develop, test and maintain. We also face significant competition from other companies and an evolving regulatory landscape. The use of AI, including generative AI, a relatively new and emerging technology still in the early stages of commercial use, may result in new or enhanced governmental or regulatory scrutiny, litigation, risks related to privacy and data protection or security, social or ethical concerns, damage to our competitive position, additional costs, or other complications that could adversely affect our business, reputation, or financial results.

Table of Contents

For example, AI technologies are highly reliant on the collection and analysis of large amounts of data and complex algorithms, and due to errors, inaccuracies, or other flaws in such data and algorithms, AI technologies may create flawed, incomplete, inaccurate or misleading outputs, any of which may appear correct and may not be easily detectable by us or any of our related service providers. We may rely on AI outputs for decision-making or other purposes, and these potential flaws or inaccuracies could result in unintended biases and other unknowingly discriminatory or unexpected results, errors or inadequacies toward certain individuals or classes of individuals and otherwise adversely impact our business. Our use or development of AI technologies, or our use of content generated by AI technologies, may otherwise be found to be insufficient, offensive, biased, or harmful, or to violate current or future laws and regulations or third-party rights. As a result of any of the foregoing, we could face adverse consequences, including brand, reputational and competitive harm, customer loss, and legal liability.

Additionally, if any of our employees, contractors, consultants, vendors or service providers use any third-party AI technologies in connection with our business or the services they provide to us, it may lead to the inadvertent disclosure or incorporation of our confidential information into publicly available training sets, which may impact our ability to realize the benefit of, or adequately maintain, protect and enforce our intellectual property or confidential information, harming our competitive position and business. Any output created by our use of AI technologies may not be subject to copyright protection, which may adversely affect our intellectual property rights in, or ability to commercialize or use, any such content. In the United States, a number of civil lawsuits have been initiated related to the foregoing and other concerns, any one of which may, among other things, require us to limit the ways in which our AI technologies are trained and may affect our ability to develop our AI technologies. To the extent that we do not have sufficient rights to use the data or other material or content used in or produced by the AI tools used in our business, or if we experience cybersecurity incidents in connection with our use or any third party’s use of AI, it could adversely affect our reputation and expose us to legal liability or regulatory risk, including with respect to third-party intellectual property, data privacy, cybersecurity, publicity, contractual or other rights.

In addition, the regulatory framework for AI and similar technologies, and automated decision making, is changing rapidly. It is possible that new laws and regulations will be adopted in the United States and in non-U.S. jurisdictions, or that existing laws and regulations may be interpreted, in ways that would affect the operation of our products and solutions and the way in which we use AI and similar technologies. See “—We are subject to laws, rules, regulations, industry standards and contractual obligations concerning privacy, information security, data protection, the use and sharing of data, the provision of digital services, anti-trust, AI, breach notification, consumer protection, advertising, tracking, targeting, and protection of minors, and these laws, rules, regulations and industry standards are continually evolving and increasingly stringent. Our actual or perceived failure to comply with these obligations could adversely affect our business, financial condition, and results of operations.”

In addition, market acceptance of AI technologies is uncertain, and we may be unsuccessful in product development efforts. Our solutions that use AI could fail to achieve market acceptance, or our competitors may use AI technologies more quickly, efficiently or successfully than we do. Further, there can be no assurance that technological advances, including with respect to AI, will not make it easier for new competitors to emerge or cause our present or future offerings to become uncompetitive or obsolete. We may incur significant costs, including to develop and maintain our products and solutions, to minimize potentially harmful or unintended consequences, to comply with applicable and emerging laws and regulations, to maintain or extend our competitive position, and to address any ethical, reputational, technical, operational, legal, competitive or regulatory issues, and we may not achieve any significant revenue from these offerings. Any of these factors could adversely affect our reputation, business, financial condition and results of operations.

Our results of operations are likely to fluctuate from period-to-period which could cause the market price of our common stock to decline.

Our results of operations have fluctuated in the past and are likely to fluctuate significantly from quarter-to-quarter and year-to-year in the future for a variety of reasons, many of which are outside of our control and difficult to predict. As a result, you should not rely upon our historical results of operations as indicators of future performance. Numerous factors can influence our results of operations, including:

•

our ability to maintain and grow our customer base;

•

changes to our solutions, or other offerings, or the development and introduction of new solutions, entry into new markets or development of new solutions by our competitors, including, in each case, with respect to AI;

•

changes to the policies or practices of companies or governmental agencies that determine access to third-party platforms, such as the Apple App Store and the Google Play Store, or to our solutions websites, or the internet generally;

•

changes to the policies or practices of third-party platforms, such as the Apple App Store and the Google Play Store, including with respect to Apple’s Identifier for Advertisers, which helps advertisers assess the effectiveness of their advertising efforts, and with respect to transparency regarding data processing;

Table of Contents

•

the diversification and growth of revenue sources beyond our current solutions;

•

our ability to achieve the anticipated synergies from our strategic acquisitions and effectively integrate new assets and businesses acquired by us;

•

the actions of our competitors;

•

costs and expenses related to strategic acquisitions, including costs related to integrating companies that we acquire, as well as costs and expenses related to the development of our solutions;

•

our ability to maintain profitability;

•

increases in and timing of operating expenses that we may incur to grow and expand our operations and to remain competitive;

•

system failures, disruptions or outages, or actual or perceived breaches of security or privacy, and the costs associated with preventing, responding to, or remediating any such incidents;

•

changes in the legislative or regulatory environment, including with respect to privacy, data protection and AI, inquiries, investigations or actions by governments or regulators, including fines, orders, or consent decrees;

•

charges associated with impairment of any assets on our balance sheet or changes in our expected estimated useful life of property and equipment and intangible assets;

•

adverse litigation judgments, settlements, or other litigation-related costs and the fees associated with investigating and defending claims;

•

the overall tax rate for our business, which may be affected by the mix of income we earn in the United States and in jurisdictions with comparatively lower tax rates;

•

the impact of changes in tax laws or judicial or regulatory interpretations of tax laws, which are recorded in the period such laws are enacted or interpretations are issued and may significantly affect the effective tax rate of that period;

•

the impact of tariffs recently imposed by the U.S. government and its trading partners in response, other possible tariffs or trade protection measures, import or export licensing requirements, new or different customs duties, trade embargoes and sanctions and other trade barriers;

•

the application of new or changing financial accounting standards or practices;

•

changes in regional or global business or macroeconomic conditions, including as a result of uncertainty in the global banking and financial services markets, political uncertainty and international conflicts around the world, inflation, and high interest rates, which may impact the other factors described above; and

•

changes with respect to consumer tastes in mobile applications, or with respect to the types of creatives that perform well with consumers and generate revenue.

In particular, it is difficult to predict if, when, or how quickly newly-launched solutions may begin to generate revenue or decline in popularity. The success of our business depends in part on our ability to develop and enhance our solutions. It is difficult for us to predict with certainty when we will expand our solutions as we may require longer development schedules or soft launch periods to meet our quality standards and expectations. If our customers do not adopt our new solutions offerings, or develop or further invest in their own competing alternatives, or if we are unable to successfully launch or acquire new solutions or maintain or improve our existing solutions, our business and results of operations could be adversely affected. Fluctuations in our results of operations may cause such results to fall below any financial guidance we choose to provide or the expectations of analysts or investors, which could cause the market price of our common stock to decline.

We plan to continue to consider opportunities to expand and diversify our operations through strategic acquisitions and partnerships. We face a number of risks related to strategic transactions we may pursue.

We will continue to consider opportunities to expand and diversify our operations with additional strategic acquisitions or partnerships, strategic collaborations, joint ventures, or licensing arrangements. As we continue to grow, these transactions may be larger and require significant investments. We may be unable to identify or complete prospective acquisitions or partnerships for many reasons, including our ability to identify suitable targets, increasing competition from other potential acquirers, the effects of consolidation in our industries, potentially high valuations of acquisition candidates, and the availability of financing to complete larger acquisitions. Even if we do complete any such transactions, we may incur significant costs, such as professional service fees. In addition, applicable antitrust laws and other regulations may limit our ability to acquire targets, particularly larger targets, or force us

Table of Contents

to divest an acquired business. If we are unable to identify suitable targets or complete acquisitions, our growth prospects could be adversely affected, and we may not be able to realize sufficient scale and technological advantages to compete effectively in all markets.

Further, completing larger acquisitions or other strategic transactions is significantly riskier in that such transactions involve complicated integrations and require additional consideration and management attention to complete, and could introduce additional exposure to regulatory and compliance risk. To complete these transactions, we may need to spend large amounts of cash or incur significant indebtedness, which may not be available to us on acceptable terms, if at all, or issue equity or equity-linked consideration, which may dilute our current stockholders. Further, we expect to devote more time and resources towards performing diligence on larger transactions and may be required to devote more resources towards regulatory requirements in connection with such transactions. To the extent that we do not perform sufficient diligence on a larger acquisition or such a transaction does not generate the expected benefits, our business, financial condition, and results of operations will be harmed, and to a greater extent than would occur with a smaller transaction.

Absent such strategic transactions, we would need to undertake additional development or commercialization activities at our own expense. If we elect to fund and undertake such additional efforts on our own, we may need to obtain additional expertise and additional capital, which may not be available to our company on acceptable terms, if at all. If we are unable to do any of the foregoing, we may not be able to develop our solutions effectively or achieve our expected product roadmap on a timely basis, which could adversely affect our business, financial condition, and results of operations.

The benefits of a strategic acquisition or partnership may also take considerable time to develop, and we cannot be certain that any particular strategic acquisition or partnership will produce the intended benefits. Further, acquisitions could result in potential dilutive issuances of equity securities, use of significant cash balances or incurrence of debt (and increased interest expense), contingent liabilities or amortization expenses related to intangible assets, or write-offs of goodwill and intangible assets. If we are unable to identify and complete strategic acquisitions or partnerships, our business, financial condition, and results of operations could be adversely affected.

Our future growth may involve expansion into new business opportunities, and any efforts to do so that are unsuccessful or are not cost-effective could adversely affect our business, financial condition, and results of operations.

In the past, we have grown by expanding our offerings into new business opportunities and we expect to continue to do so. We have dedicated resources to expanding into adjacent business opportunities in which large competitors have an established presence. Additionally, our future growth may include expansion into other app or advertising environments, which may require significant investment in order to launch and which may not prove successful. Our future growth depends in part on our ability to correctly identify areas of investment and to cost-effectively execute on our plans. We have in the past and may in the future expend significant resources in connection with strategic acquisitions and partnerships to expand into new business opportunities. Even if successful, the growth of any new business opportunity could create significant challenges for our management and operational resources and could require considerable investment. The deployment of significant resources towards a new opportunity that proves unsuccessful, or our inability to choose the correct investment opportunities for our future, could adversely affect our business, financial condition, and results of operations.

We may be unable to develop and introduce in a timely way new products or services, and our products and services may have defects, which could harm our brand.

The planned timing and introduction of new products and services, as well as updates and upgrades thereto, are subject to risks and uncertainties. Unexpected technical, operational or other problems, whether homegrown or caused by interdependencies with third-party service providers (e.g., a temporary outage with Amazon Web Services (“AWS”)), could delay, disrupt, or prevent the introduction of new products and services, which could result in a loss of, or delay in, revenues or damage to our reputation and brand. If we release any of our products or services with defects, errors or failures, we could experience loss of customers, and damage to our reputation and brand. In addition, new products and services, including any which may incorporate AI, may not achieve sufficient market acceptance to offset the costs of development, which could materially harm our business, operating results and financial condition.

If we fail to maintain and enhance the capabilities of our offerings to a broad array of our customers as well as the end users who ultimately experience the ads, our attractiveness to all who interact with our products will be impaired, and our sales could suffer. Intervening changes in business and market practices (e.g., the shift toward header bidding platforms), as well as Provider platforms (e.g., enhancement to privacy settings in Apple’s latest iOS) and legal and regulatory requirements (e.g., data protection laws such as the EU GDPR, UK GDPR, Directive on Privacy and Electronic Communications (Directive 2002/58/EC), as amended, CCPA and

Table of Contents

other U.S. state privacy laws, Brazil’s LGPD, and China’s DSL, PIPL and CSL), could also impact the effectiveness and desirability of our products if we fail to timely adapt our offerings to maintain relevancy and competitiveness.

Changes to our design and development processes to address new features or functions of our products and solutions might cause inefficiencies that might result in more labor-intensive software integration processes. In addition, we anticipate that in the future we will be required to update existing and new products and applications to a broader array of mobile operating systems. If we utilize more labor intensive processes, our margins could be significantly reduced and it might take us longer to integrate our products and applications to additional mobile operating systems. This, in turn, could harm our business, operating results and financial condition.

Our business depends in part on our ability to maintain and scale our technology, and any disruption to our solutions could damage our reputation, result in a potential loss of engagement, and adversely affect our business, financial condition, and results of operations.

Our reputation and ability to attract and retain our customers and users depends in part on the reliable performance of our solutions. We have in the past experienced, and may in the future experience, interruptions in the availability or performance of our offerings from time to time. Our systems may not be adequately designed or may not operate with the reliability and redundancy necessary to avoid performance delays, disruptions or outages that could be harmful to our business. If our offerings are unavailable when users attempt to access them, or if they do not load as quickly as expected, users may not use our offerings as often in the future, or at all, which could adversely affect our business and results of operations. As we continue to grow, we will need an increasing amount of technical infrastructure, including network capacity and computing power, to continue to satisfy our needs and the needs of our customers and users. It is possible that we may fail to continue to effectively scale and grow our technical infrastructure to accommodate these increased demands, which may adversely affect our user engagement and revenue growth. Additionally, we rely on certain third-party providers for our increasing network capacity and computing power needs, and if we fail to properly anticipate our needs or secure sufficient capacity at a reasonable cost, our ability to scale and grow our business, or our profitability, could be negatively impacted. Our business may be subject to interruptions, disruptions, delays, or failures resulting from natural disasters (including fires, floods, wars, earthquakes, hurricanes, tornadoes, epidemics, pandemics or similar catastrophic events), power and service outages, computer and telecommunication failures and other events outside of our control that impact us or these third-party providers. If such an event were to occur, users may be subject to service disruptions or outages and we may not be able to recover our technical infrastructure and user data in a timely manner to restart or provide our services. If we fail to efficiently scale and manage our infrastructure, or if events disrupt our infrastructure or those of our third-party providers, our business, financial condition, and results of operations could be adversely affected.

The industry in which we operate is competitive, and if we do not compete effectively, our business, financial condition and results of operations could be harmed.

The industry in which we operate is highly competitive. We compete for a share of total advertising budgets with online search and display advertising, including large “walled garden” advertising platforms such as Google and Facebook, and, to a lesser degree, with traditional advertising media, such as direct mail, television, radio, cable and print. A significant number of companies have developed or are developing solutions that currently, or in the future may, compete with some or all of our offerings. As we look to market and sell our solutions to potential customers with existing solutions, we must convince their internal stakeholders that our solutions are superior and/or more cost-effective to their current solutions.

With the introduction of new technologies and market entrants, we expect that the competitive environment will remain intense or become even more intense in the future. We have faced, and will continue to face, competition as the result of rapid technological change, such as the rise of AI and machine learning, increasing use of data and trained models, evolving industry standards, changing regulations, as well as changing customer needs, requirements and preferences. Additionally, some of our actual and potential competitors have been acquired by other larger enterprises and have made or may make acquisitions or may enter into partnerships or other strategic relationships that may provide more comprehensive offerings than they individually had offered or achieve greater economies of scale than us.

Our competitors vary in size and in the breadth and scope of the solutions offered. Some of our competitors and potential competitors have greater name recognition, longer operating histories, more established customer relationships, larger marketing budgets and greater financial and operational resources than we do. Further, other potential competitors not currently offering competing products or services may expand their offerings to compete with our solutions or enter the market through acquisitions, partnerships or strategic relationships. Those competitors have greater brand recognition in those industries where they already have a presence. In addition, our current and potential competitors may have or establish cooperative relationships among themselves or with our customers or other third parties that may further enhance their resources and offerings in our addressable market. Our competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards, and

Table of Contents

customer requirements. An existing competitor or new entrant could introduce new technology that is perceived to be easier to use or otherwise favorable to ours, which could reduce demand for our solutions.

In addition to solutions and technology competition, we face pricing competition. Some of our competitors offer their solutions at a lower price which has resulted in, and may continue to result in, pricing pressures. We cannot assure you that we will not be forced to engage in price-cutting or revenue limiting initiatives, change payment terms or increase our advertising and other expenses to attract and retain customers in response to competitive pressures.

For all of these reasons, we may not be able to compete successfully against our current or future competitors, which could result in the failure of our solutions to continue to achieve or maintain market acceptance, which would harm our business, results of operations and financial condition.

If we fail to maintain and enhance our brand, our ability to expand our customer base will be impaired and our business, financial condition and results of operations may suffer.

We believe that maintaining and enhancing our brand reputation is important to expand sales of our platform to existing customers, support the marketing and sale of our platform to new customers, convert free creators to customers and grow our strategic partnerships. We also believe that the importance of brand recognition will increase as competition in our market increases. Successfully maintaining and enhancing our brand will depend largely on the effectiveness of our marketing efforts, our ability to offer a reliable platform that continues to meet the needs and preferences of our customers at competitive prices, our ability to maintain our customers’ trust, our ability to continue to develop new functionalities to address a wide variety of use cases and our ability to successfully differentiate our platform from competitors. Our brand promotion activities may not generate customer awareness or yield increased revenue, and even if they do, any increased revenue may not offset the expenses we incur in building our brand. If we fail to successfully promote and maintain our brand, our business, financial condition and results of operations may suffer.

We are highly dependent on our key employees and our business and growth may be adversely affected if we fail to attract, retain, and motivate key personnel.

Our future success depends in significant part on the continued service of our key management and technical personnel. Our ability to compete and grow depends in part on the efforts and talents of these employees and executives, who are important to our vision, strategic direction, culture, products, and technology. The loss of key employees or any other member of our senior management team could cause disruption and adversely affect our business, financial condition, or results of operations.

Additionally, key employees often hold multiple responsibilities, making us more vulnerable to disruptions caused by turnover or unexpected absences. If we are unable to attract, retain, and efficiently allocate personnel, our operational capabilities, growth potential, and competitive position could be adversely affected. Furthermore, as we expand, we may need to hire additional employees and enhance our infrastructure to support growth. Failure to do so in a timely or effective manner could strain our existing workforce and negatively impact our financial performance and strategic objectives.

While we believe we compete favorably, competition for highly skilled employees is intense, particularly in the San Francisco Bay Area, where our headquarters is located. As a result, we may incur costs to attract and retain employees, including expenditures related to salaries and benefits and compensation expenses related to equity awards. New employees often require significant training and, in many cases, take significant time before they achieve full productivity.

In addition, our ability to execute our strategy depends in part on our continued ability to identify, hire, develop, motivate, and retain highly skilled employees, particularly in the competitive fields of AI development, machine learning, product management, engineering, and data science. We believe that our corporate culture has been an important factor in our ability to hire and retain key employees, and if we are unable to maintain our corporate culture as we grow, we may be unable to foster the innovation, creativity, and teamwork we believe we need to support our growth. If we are unable to identify, hire, and retain highly skilled employees, our business, financial condition, and results of operations could be adversely affected.

We have historically hired a number of key personnel and added additional team members through strategic acquisitions, and as competition within the mobile app ecosystem for attractive target companies with a skilled employee base persists and increases, we may incur significant expenses and difficulty in continuing this practice. New hires require training and take time before they achieve full productivity. New employees may not become as productive as we expect, and we may be unable to hire or retain sufficient numbers of qualified individuals. The loss of talented employees with experience in the assets we acquire could result in significant

Table of Contents

disruptions to our business and the integration of acquired assets and businesses. If we do not succeed in recruiting, retaining, and motivating these key employees, we may not achieve the anticipated results of acquisitions.

If we do not effectively retain and train our sales teams, we may be unable to add new customers or increase sales to our existing customers and our business will be adversely affected.

We are substantially dependent on our sales teams to obtain new customers and to increase spend by our existing customers. We believe that there is significant competition for sales personnel with the skills and technical knowledge that we require. Our ability to achieve revenue growth will depend, in large part, on our success in retaining, training and integrating sufficient numbers of sales personnel to support our growth. Our recent and planned hires may not become productive as quickly as we expect, and we may be unable to retain sufficient numbers of qualified individuals in the markets where we do business or plan to do business. If we are unable to retain and train sufficient numbers of effective sales personnel, or the sales personnel are not successful in obtaining new customers or increasing our existing customers’ spend with us, our business will be adversely affected.

Our company culture has contributed to our success and if we cannot maintain this culture as we grow, our business could be harmed.

We believe that our company culture has been critical to our success and will be important for our continued growth. We face a number of challenges that may affect our ability to sustain our corporate culture, including: failure to identify, attract, reward, and retain people in critical technical and leadership positions in our organization who share and further our culture and values; the increasing size and geographic diversity of our workforce; competitive pressures to move in directions that may divert us from our culture and values; the continued challenges of a rapidly-evolving industry; the increasing need to develop expertise in new areas of business that affect us; a negative perception of our treatment of employees or our response to employee sentiment related to political or social causes or actions of management; and the integration of new personnel and businesses from acquisitions. If we are not able to maintain our culture, we could lose the innovation, passion, and dedication of our team and as a result, our business, financial condition, and results of operations could be adversely affected.

Our international operations and customer base subject our business to increased challenges and risks.

We operate globally and our international operations and customer base subject us to increased challenges and risks. We expect to continue to expand our international operations in the future by opening new offices, entering into strategic partnerships with international partners, acquiring companies that may have international operations, and providing our solutions in additional countries. For example, our offices are located throughout the world, including in areas with less certain legal and regulatory regimes or more potential risks, such as China. Our current operations and expanding our international operations and customer base subject us to risks, including those associated with:

•

compliance with U.S. federal, state, and local and foreign government laws and regulations;

•

recruiting and retaining talented and capable management and employees in foreign countries;

•

the diversion of senior management attention;

•

challenges caused by distance, language, and cultural differences;

•

increased risk of loss, data breaches or cybersecurity attacks from our global operations;

•

compliance with domestic and foreign bulk data transfer laws;

•

developing and customizing solutions that appeal to the tastes and preferences of users in international markets;

•

the inability to offer certain solutions in certain foreign countries;

•

competition from local mobile app developers with intellectual property rights and significant market share in those markets and with a better understanding of user preferences;

•

utilizing, obtaining, maintaining, protecting, defending, and enforcing our intellectual property rights;

•

the inability to extend intellectual property or other proprietary rights in our brand, content, or technology into new jurisdictions;

Table of Contents

•

negotiating agreements with local distribution platforms that are sufficiently economically beneficial to us and protective of our rights;

•

implementing alternative payment methods for features and virtual goods in a manner that complies with local laws and practices and protects us from fraud;

•

compliance with evolving applicable domestic and foreign laws, rules and regulations, including anti-bribery laws, AI laws, data privacy, data protection and security laws, employment and labor laws, laws relating to content and consumer protection, anti-trust laws and laws relating to the development, use and provision of AI technologies and other digital products and services;

•

credit risk and higher levels of payment fraud;

•

currency exchange rate fluctuations;

•

heightened inflationary pressures and rising interest rates in key markets in which we operate, resulting, among other reasons, from conflicts around the world, such as in Ukraine and the Middle East;

•

protectionist laws and business practices that favor local businesses in certain countries;

•

double taxation of our international earnings and potentially adverse tax consequences due to changes in the tax laws in the United States or the foreign jurisdictions in which we operate;

•

political, economic, macro-economic climate, and social instability, including impacts related to labor, inflation and as a result of war, terrorism, or armed conflict, including international conflicts around the world, such as between Russia and Ukraine and in the Middle East, as well as, increasing friction between the United States and China and the impacts on their respective regions and the regional and global economy, and continuously evolving relations between the U.S. and other countries;

•

threatened or actual terrorist attacks and military action, including the intensification or expansion of the conflicts in Ukraine and the Middle East;

•

compliance with economic sanctions such as those administered by the U.S. Office of Foreign Assets Control, the United Nations Security Council, the European Union (the “EU”) and its member states, His Majesty’s Treasury of the United Kingdom, and other applicable sanctions authorities that prohibit or restrict our dealings with certain sanctioned countries, territories, individuals, and entities; these laws and regulations are complex, frequently changing, and increasing in number, and may impose additional prohibitions or compliance obligations on our dealings in certain countries and territories, including sanctions imposed on Russia, Belarus and certain Ukrainian territories;

•

public health crises which can result in varying impacts to our employees, customers, users, advertisers, app developers, and business partners internationally;

•

higher costs associated with doing business internationally, including costs related to local advisors;

•

compliance with anti-money laundering and countering the financing of terrorism, anti-corruption and anti-bribery laws, including the Foreign Corrupt Practices Act (the “FCPA”), the UK Bribery Act, and similar laws and regulations in other jurisdictions;

•

compliance with export controls, including the U.S. Export Administration Regulations, or import controls, and other international trade laws and regulations;

•

exposure to risk that actors misuse our solutions for malign or illegal purposes, including monetizing prohibited, restricted or inappropriate content, or engaging or attempting to engage in fraudulent activity, or that actors we work with may not comply with the legal and regulatory requirements imposed on them in regulated industries and markets; and

•

trade and tariff restrictions, including those recently announced by the U.S. government and other governments, and exposure to potential digital taxes.

Our ability to successfully gain market acceptance in any particular international market is uncertain and, in the past, we have experienced difficulties and have not been successful in all the countries we have entered. If we are unable to continue to expand internationally or manage the complexity of our global operations successfully, our business, financial condition, and results of operations could be adversely affected.

Table of Contents

We anticipate increasing our operating expenses in the future, and we may not be able to maintain our profitability in any given period. If we cannot maintain our profitability, our business could be adversely affected.

We may not always achieve sufficient revenue or manage our expenses in order to achieve positive cash flow from operations or profitability in any given period. Our operating expenses may continue to rise as we implement additional initiatives designed to increase revenue, potentially including: developing and expanding our solutions, strategic acquisitions and partnerships, customer acquisition spending, international expansion, hiring additional employees, and taking other steps to strengthen and grow our company. We are likely to recognize costs associated with these investments earlier than some of the anticipated benefits, and the return on these investments may be lower, or may develop more slowly, than we expect. We also anticipate that the costs of acquiring new customers, and otherwise marketing our solutions, will continue to rise. Further, we may continue to incur significant costs in connection with strategic acquisitions and partnerships, which costs may increase or become more concentrated to the extent we enter into larger transactions. We will also incur increased costs as a result of becoming a public company. See “—Risks Related to this Offering and Ownership of our Common Stock—We will incur increased costs and become subject to additional regulations and requirements as a result of becoming a public company, which could lower our profits, make it more difficult to run our business or divert management’s attention from our business.” If we are not able to maintain positive cash flow in the long term, we may require additional financing, which may not be available on favorable terms or at all, and which may be dilutive to our stockholders. If we are unable to generate adequate revenue growth and manage our expenses, we may incur significant losses in the future and may not be able to maintain positive cash flow from operations or profitability.

The mobile app ecosystem is prone to cyberattacks by third parties seeking unauthorized access to our data or the data of our customers or users or to disrupt our ability to provide services. Our solutions involve the collection, storage, transmission and other processing of a large amount of data, including personal information. Any failure to prevent or mitigate security breaches or improper access to or disclosure of our data, including source code, user data (including personal information), content, or payment information from users, or information from customers, could result in the unauthorized loss, modification, disclosure, destruction, or other misuse of such data, which could adversely affect our business and reputation, result in significant fines, damage our operations, result in litigation or regulatory enforcement actions, investigations or inquiries, and diminish our competitive position. In particular, a breach, whether physical, electronic, or otherwise, of the systems on which such source code and other sensitive data are stored could lead to damage or piracy of our offerings, lost or reduced ability to protect our intellectual property, and diminished competitive position.

Cybersecurity incidents including those related to computer malware, viruses, or ransomware, social engineering (predominantly spear phishing attacks or credential stuffing), attacks enhanced or facilitated by AI, and general hacking have become more prevalent in the mobile app ecosystem. Cybersecurity incidents have occurred on our systems and otherwise in our business in the past, and we expect will continue to occur in the future. We regularly encounter attempts to spam or otherwise defraud our solutions. Such breaches and attacks may cause interruptions to the services we provide, degrade the user experience, cause customers or users to lose confidence and trust in our solutions, impair our internal systems and other systems and networks used in our business, or adversely affect our financial condition. Our efforts to protect our data, user data (including personal information), and information from customers and partners, and to disable undesirable activities within our solutions, may also be unsuccessful due to software bugs or other technical malfunctions, distributed denial of service attacks, employee, contractor, vendor, or partner error, negligence, theft or malfeasance, breach by nation states or state-sponsored organizations with significant financial and technological resources, defects or vulnerabilities in information technology systems or offerings, breaches of physical security of our facilities or technical infrastructure, or other threats that evolve.

In addition, some business partners or their third-party vendors, such as those that help measure the effectiveness of advertisements or participate in the bidding process, may receive or store mobile app and/or end user mobile device information made accessible through our services. These third parties may misappropriate our information and engage in unauthorized use of it. If these third parties fail to adopt or adhere to adequate contractual restrictions, data security practices, or experience a breach of their networks, our data or our users’ data (including personal information) may be improperly accessed, used, or disclosed. In such an event, we may have increased costs arising from the restoration or implementation of additional security measures which could adversely affect our business and results of operations, as well as costs related to litigation or regulatory enforcement. Although we generally have agreements relating to cybersecurity and data privacy in place with our third-party vendors, they are limited in nature and we cannot guarantee that such agreements will prevent the accidental or unauthorized access to or disclosure, loss, destruction, disablement or encryption of, use or misuse of or modification of data (including personal information) or enable us to obtain adequate or any reimbursement from our third-party vendors in the event we should suffer any such incidents. Any theft or unauthorized use or publication of our intellectual property, trade secrets and other confidential business information or personal information as a result of such an event could also adversely affect our business, competitive position, and results of operations.

Table of Contents

Cyberattacks continue to evolve in sophistication and volume, and inherently may be difficult to detect for long periods of time. The increasing sophistication and resources of cyber criminals and other non-state threat actors, and increased actions by nation-state and nation-state supported actors, make keeping up with new threats difficult and could result in a breach of security. Further, the emergence of new AI technologies, our use of AI, the use of AI in third-party products and services, and the use of AI in connection with cyberattacks may create additional cybersecurity risks or increase cybersecurity risks. For example, our or our customers’ sensitive, proprietary, or confidential information could be leaked, disclosed, or revealed as a result of or in connection with our employees’, personnel’s, or vendors’ use of AI technologies. Any such information that we input into third-party AI technologies could be revealed to others, including if information is used to train such third-party AI technologies. Additionally, where an AI model ingests personal information and makes connections using such data, those technologies may reveal other sensitive, proprietary, or confidential information generated by the model. As a result, we could face adverse consequences, including exposure to reputational and competitive harm, customer loss, and legal liability.

Although we have developed systems and processes that are designed to protect our data, user data (including personal information), and information from our partners; to prevent data loss, disable undesirable accounts and activities on our solutions; and to prevent and detect security breaches; we cannot assure you that such measures will provide comprehensive security, that we will be able to identify breaches or to react to them in a timely manner or that our remediation efforts will be successful. We experience cyberattacks and other security incidents of varying degrees from time to time, and we may incur significant costs in investigating, protecting against, litigating, or remediating such incidents. We may face increased risks of cyberattacks and other security incidents as a result of more employees working remotely and/or our use of third-party systems designed to support a remote or hybrid workforce. Although we carry cybersecurity insurance, it may not extend to all types of privacy or security breaches or other incidents, and may not be sufficient to compensate us for the potentially significant losses, including the potential harm to the future growth of our business, that may result from interruptions in our services or products. Such insurance may not be available in the future on commercially reasonable terms, or at all, and insurers may deny us coverage as to any future claim. Any of the foregoing could adversely affect our business, including our reputation, financial condition, or results of operations.

We are subject to a variety of laws, rules and regulations in the United States and abroad relating to cybersecurity and data privacy and protection, a number of which also provide a private right of action. Affected users or government authorities could initiate legal or regulatory actions against us in connection with any actual or perceived security breaches or improper access to or disclosure of data, including personal information, which has occurred in the past and which could cause us to incur significant expense and liability, distract management and technical personnel, and result in orders or consent decrees forcing us to modify our business practices. Such incidents or our efforts to remediate such incidents may also result in a decline in our active user base or engagement levels. Any of these events could adversely affect our reputation, business, financial condition, or results of operations.

One such regulation is the issuance of the Bulk Data Rule which became effective on April 8, 2025. The Bulk Data Rule prohibits or restricts certain categories of data-related transactions between U.S. persons and entities or individuals associated with countries designated as “countries of concern,” which currently include China (including Hong Kong and Macau), Cuba, Iran, North Korea, Russia, and Venezuela. The Bulk Data Rule applies to transactions that involve access to bulk U.S. sensitive personal data or U.S. government-related data by designated counterparties, including: (i) entities organized or principally based in a country of concern or that are 50% or more owned by such entities; (ii) entities majority-owned by a previously defined covered person; (iii) foreign employees or contractors associated with a covered person or a country of concern; and (iv) individuals resident in or designated as associated with a country of concern. The Bulk Data Rule also restricts data brokerage agreements, investment agreements, employment agreements, and vendor agreements involving such data and “countries of concern.” Failure to comply with the Bulk Data Rule may result in significant fines and regulatory investigations, or criminal sanctions and exclusion from participation in federal and state programs, and could materially and adversely affect our investment activities, operational flexibility, and our ability to achieve our investment objectives, and may create operational challenges and legal risks for our operations, particularly regarding China.

In addition to our efforts to mitigate cybersecurity risks, we are making significant investments in privacy, safety, security, and content review efforts to combat misuse of our services and user data by third parties. As a result of these efforts, we anticipate that we will discover incidents of misuse of user data or other undesirable activity by third parties. We may not discover all such incidents or activity, whether as a result of our data limitations, the scale of activity on our solutions, challenges related to our personnel working remotely, the reallocation of resources to other projects, or other factors, and we may be notified of such incidents or activity by users, the media, or other third parties. Such incidents and activities have in the past, and/or may in the future, include the use of user data or our systems in a manner inconsistent with our terms, contracts or policies, the existence of false or undesirable user accounts, improper advertising practices, activities that threaten people’s safety on- or offline or instances of spamming, scraping, data harvesting, or unsecured datasets. We may also be unsuccessful in our efforts to enforce our policies or otherwise remediate any such incidents. Any of the foregoing developments could adversely affect user trust and engagement, harm our brand and reputation, require us to change our business practices, and adversely affect our business and results of operations.

Table of Contents

Our solutions, as well as our internal systems, rely on software and hardware that is highly technical, and any errors, bugs, vulnerabilities or other defects in these solutions and systems, or failures to address or mitigate technical limitations in the same, could adversely affect our business, financial condition, and results of operations.

Our solutions, as well as our internal systems, rely on software and hardware, including AI technologies, that are highly technical and complex. In addition, our solutions, as well as our internal systems, depend in part on the ability of such software and hardware to store, retrieve, manage and otherwise process immense amounts of data. The software and hardware on which we rely has contained, and will in the future contain, errors, bugs, vulnerabilities and other defects and our systems are subject to certain technical limitations that may compromise our ability to meet our objectives. Some errors, bugs, vulnerabilities or other defects inherently may be difficult to detect and may only be discovered after the code has been released for external or internal use. Errors, bugs, vulnerabilities, design or other defects, or technical limitations within the software and hardware on which we rely have in the past led to, and may in the future lead to, outcomes including a negative experience for customers and users who use our offerings, compromised ability of our offerings to perform in a manner consistent with our terms, contracts, or policies, delayed solutions launches or enhancements, targeting, measurement, or billing errors, compromised ability to protect the data of our users (including personal information) and/or our intellectual property, or reductions in our ability to provide some or all of our services. To the extent such errors, bugs, vulnerabilities, or other defects impact our solutions or the accuracy of data in any such solutions, our customers may become dissatisfied with our offerings, our brand and reputation may be harmed, and we may make operational decisions, such as with respect to our solutions or any future strategic acquisition, that are based on inaccurate data. We may need to expend significant financial and development resources to analyze, correct, eliminate or work around errors or defects or to address and eliminate vulnerabilities. Any errors, bugs, vulnerabilities, or other defects in our systems or the software and hardware on which we rely, failures to properly or timely address or mitigate the technical limitations in our systems, or associated degradations or interruptions of service or failures to fulfill our commitments to our customers may lead to outcomes including damage to our reputation, increased product engineering expenses, regulatory inquiries, litigation, or liability for fines, damages, or other remedies, any of which could adversely affect our business, financial condition, and results of operations.

We rely upon third-party data centers, providers of cloud-based infrastructure to host our solutions and other third-party service providers. Any disruption in the operations of these third-party providers, limitations on capacity or interference with our use could materially and adversely affect our business, financial condition and results of operations.

We currently serve our customers from data centers in various locations worldwide, which are operated by a third-party cloud hosting provider. We use various third-party cloud hosting providers, such as AWS, to provide cloud infrastructure for our solutions. Our solutions rely on the operations of this infrastructure. Customers need to be able to access, send requests and receive communication from our solutions at any time, without interruption or degradation of performance, and we provide some customers with service-level commitments with respect to uptime. In addition, our solutions depend on the ability of these data centers and cloud infrastructure to allow for our customers’ configuration, architecture, features and interconnection specifications and to secure the information stored in these data centers. Any limitation on the capacity of our data centers or cloud infrastructure could impede our ability to onboard new customers or expand the usage of our existing customers, host our solutions or serve our customers, which could materially and adversely affect our business, financial condition and results of operations. In addition, any incident affecting our data centers or cloud infrastructure that may be caused by cyber-attacks, natural disasters, fire, flood, severe storm, earthquake, power loss or outages, outbreaks of contagious diseases, computer or telecommunications failures, software bugs, computer viruses, malware, distributed denial of service attacks, hardware failures, spam attacks, phishing or other social engineering, ransomware, security breaches, credential stuffing, human error, terrorist or other attacks and other similar events beyond our control could negatively affect the cloud-based portion of our solutions, including by destroying customer data, including personal information. A prolonged service disruption affecting our data centers or cloud-based services for any of the foregoing reasons would negatively impact our ability to serve our customers and could damage our reputation with current and potential customers, expose us to liability, cause us to lose customers or incur additional costs under our customer and partner agreements or otherwise harm our business. We may also incur significant costs for using alternative providers or taking other actions in preparation for, or in response to, events that damage the third-party hosting services we use.

In the event that our service agreements relating to our data centers or cloud infrastructure are terminated or there is a lapse of service, elimination of services or features that we utilize, interruption of internet service provider connectivity or damage to such facilities, we could experience interruptions in access to our solutions, loss of revenue from revenue-share and usage-based solutions, as well as significant delays and additional expense in arranging or creating new facilities and services or re-architecting our solutions for deployment on a different data center provider or cloud infrastructure service provider, which could materially and adversely affect our business, financial condition and results of operations.

In addition, we rely on the use of third parties to deliver certain aspects of contracted services in certain other areas. This presents additional risk related to legal, regulatory, financial or customer obligations because third parties fail to deliver contracted services, or that we are exposed to reputational damage because third parties operate in a poorly controlled manner. We use affiliates

Table of Contents

and third-party vendors located outside the U.S. to provide certain services and functions, which also exposes us to business disruptions and political risks as a result of risks inherent in conducting business outside of the United States.

Our business is subject to global economic, market, public health, and geopolitical conditions as well as to natural disasters beyond our control.

Our business is subject to global economic, market, public health, and geopolitical conditions, as well as natural disasters beyond our control and could adversely affect our revenue and results of operations. Our revenue is driven in part by discretionary consumer spending habits and preferences, and by advertising spending patterns. Historically, consumer purchasing and advertising spending have each declined during economic downturns and periods of uncertainty regarding future economic prospects or when disposable income or consumer lending is lower. General macroeconomic conditions, such as inflation, high interest rates, or a recession or economic slowdown in the United States or internationally, including those resulting from tariffs, trade wars, uncertainty in the global banking and financial services markets, political uncertainty and international conflicts around the world, such as between Russia and Ukraine and in the Middle East, as well as friction between the United States and China, could create uncertainty and adversely affect discretionary consumer spending habits and preferences as well as advertising spending. In addition, changes in macroeconomic conditions, including those due to recent actual and proposed tariff increases imposed by the United States on various trading partners, could change consumer behavior and adversely affect advertising spending and costs related to our operations. Specifically, the U.S. government has implemented or announced significant new tariffs on products manufactured in a wide range of countries outside the United States, including China, Mexico, and Canada. These actions have prompted a cycle of retaliatory tariffs and potential retaliatory tariffs by a number of these countries and the United States. The U.S. government may in the future impose, reimpose, increase, or pause tariffs, and countries subject to such tariffs have imposed, and in the future may impose, reciprocal tariffs or other protectionist or retaliatory trade measures in response. In addition, ongoing geopolitical tensions between the United States and China (including the elimination of the de minimis tariff exception and tariffs on Chinese goods) may adversely impact our revenue by reducing demand for our services from Chinese advertisers targeting the U.S. or other markets or by limiting our ability to serve U.S. and other customers seeking to reach Chinese markets. The extent and duration of the tariffs and other trade restrictions and the resulting impact on general economic conditions and on our business are uncertain and depend on various factors, such as negotiations involving the United States and other countries, the responses of other countries or regions, and exemptions or exclusions that may be granted. As a result, we may be unable to continue to grow in the event of future economic slowdowns.

Additionally, our principal offices are located in the San Francisco Bay Area, an area known for earthquakes and susceptible to fires, and are thus vulnerable to damage. All of our facilities are also vulnerable to damage from natural or manmade disasters, including power loss, earthquakes, fires, explosions, floods, communications failures, terrorist attacks, contagious disease outbreak (such as the COVID-19 pandemic), and similar events. If any disaster were to occur, our ability to operate our business at our facilities could be impaired and we could incur significant losses, recovery from which may require substantial time and expense.

The markets for our solutions are rapidly evolving and may decline or experience limited growth.

The industry in which we operate is characterized by rapid technological change, new features, tools, solutions and strategies, evolving legal and regulatory requirements, changing customer needs and a dynamic competitive market. Our future success will depend in large part on the continued growth of our markets and our ability to improve and expand our solutions to respond quickly and effectively to this growth.

If we fail to successfully transition from deprecated or legacy products to our new solutions, our business could be adversely affected. From time to time, we discontinue legacy products or migrate customers to newer technologies, such as our transition from legacy ad-tech stacks to our Cortex platform. Although these changes are designed to improve long-term performance, such transitions can lead to customer churn, reduced spend, or technical issues. If customers do not adopt our new products as expected, or if we fail to maintain performance levels during transitions, our revenue and results of operations could be adversely affected.

Further, the opportunities provided by mobile advertising, social media marketing and other engagement touchpoints in mobile devices are still relatively new. Our customers, who range from large global enterprises to smaller enterprises and app developers, spanning verticals including gaming, social, e-commerce, utility, entertainment and finance, may not recognize the need for, or benefits of, some or all of our solution suites. Moreover, they may decide to adopt alternative products and services to satisfy some portion of their business needs. Rapidly shifting consumer behavior can drive high growth in certain verticals over other verticals and we may have more customers than others in a particularly high or low growth vertical.

If we fail to deliver timely releases of our solutions that are ready for use, release a new version, service, tool or update, or respond to new offerings by our competitors, or if new technologies emerge that are able to deliver competitive products more efficiently, more conveniently or more securely than our solutions, or if we are unable to adapt our solutions to new devices or adapt

Table of Contents

to changes on Providers’ platforms that use different operating systems, then our position in our markets could be harmed, and we could lose customers, which would adversely affect our business and results of operations.

Additionally, the shifting regulatory landscape in regards to both our solutions and our customers drives our opportunities and will impact the solutions that we offer. Further, we must be able to keep pace with rapid regulatory changes in order to compete successfully in our markets. Our revenue growth depends on our ability to respond to frequently changing data privacy and security laws, rules, regulations, policies and user demands and expectations, which will require us to incur additional costs to implement. The regulatory landscape in this industry is rapidly shifting, and we may become subject to new laws, rules and regulations that restrict our operations or materially and adversely affect our business, financial condition, and results of operations. For more information on our risks related to regulatory changes, see “—We are subject to laws, rules, regulations, industry standards and contractual obligations concerning privacy, information security, data protection, the use and sharing of data, the provision of digital services, anti-trust, AI, breach notification, consumer protection, advertising, tracking, targeting, and protection of minors, and these laws, rules, regulations and industry standards are continually evolving and increasingly stringent. Our actual or perceived failure to comply with these obligations could adversely affect our business, financial condition, and results of operations.”

Our ability to succeed within the markets that our solutions address and continue to be profitable in the future depends upon a number of factors, including the cost, performance and perceived value associated with our solutions. Significant time, resources and expertise are required in order to build the technology that can deliver solutions to successfully enable app user acquisition and app monetization. The trust and reputation we have built with our customers, who leverage our solutions to acquire, monetize, and engage with their users, must constantly be maintained with technological improvements, operational excellence and the ability to predict and adapt to the needs of our customers. If we fail to maintain that trust and reputation, our ability to grow our business may be materially and adversely impacted.

The markets for our solutions could fail to grow significantly or there could be a reduction in demand for our solutions as a result of a lack of customer acceptance, technological challenges, competing products and services, decreases in spending by current and prospective customers, weakening economic conditions and other causes. If our markets do not continue to experience growth or if the demand for our products and solutions decreases, then we may not be as profitable as we have been in the past, and our business, financial condition and results of operations could be materially and adversely affected.

Our business is subject to risks generally associated with the mobile gaming industry.

Among our advertiser customers (excluding third-party programmatic platforms which spend on our SSP), slightly less than half of our advertiser revenue came from our gaming vertical for the three months ended March 31, 2026. The success of our advertisers’ games plays a significant role in maintaining and increasing our revenue. Accordingly, we are susceptible to market conditions and risks associated with the mobile gaming industry, including the popularity, price and timing of release of games, changes in consumer demographics, the availability and popularity of other forms of entertainment and public tastes and preferences, and an evolving and uncertain regulatory landscape, all of which are difficult to predict and are beyond our control. In order to be successful, our customers must also utilize effective marketing strategies for games; expand and enhance games after their initial release; attract experienced game designers, product managers and engineers; and adapt to an increasingly diverse set of new mobile devices as they emerge. In certain jurisdictions, we have to register with gaming authorities to provide our services to advertisers in the gaming industry. Moreover, laws or regulations that govern or restrict gaming activities, including online or mobile gaming, could have a material adverse impact on our business, financial condition and results of operations.

In addition, users may view games as a discretionary purchase. Although in periods of economic downturn time spent on gaming has typically increased, if we experience a prolonged downturn, users may reduce their discretionary spending on games, and our customers, in turn, may see an adverse effect on their business and reduce their usage of or lower their spending on our solutions, which would adversely impact our revenue and financial condition. Economic conditions that negatively impact discretionary consumer spending, including heightened inflation, slower growth, unemployment levels, tax rates, rising interest rates, energy prices, declining consumer confidence, recession and other macroeconomic conditions, including those resulting from geopolitical issues and uncertainty, such as ongoing military conflicts in Ukraine and the Middle East, could have a material adverse impact on our business, financial condition and results of operations.

We are dependent on the success of the mobile app ecosystem. Adverse events relating to this ecosystem, including events related to our customers or their apps, could have a negative impact on our business.

We are dependent on the success of the mobile app ecosystem to sustain and increase our business, including the success of our customers and their apps. Our customers are developers of mobile apps who use our services and solutions to control ad monetization and user acquisition. As a result, our success depends in part on the mobile app ecosystem, which includes our current and potential new customers creating new apps and then using solutions to monetize them and acquire new users. If a significant amount of our

Table of Contents

customers’ marketing efforts are unsuccessful or if a large number of our customers experience a decrease in demand for their apps, our revenue could be reduced. The mobile app ecosystem is characterized by intense competition, rapid technological change and economic uncertainty and, as such, there is no guarantee that any of our customers’ apps will gain any meaningful traction with users. In addition, we are more reliant on some customer segments and their ability to continue to use our solutions to engage with their users. While our large and diverse customer portfolio has helped to reduce the fluctuations in our revenue as a whole, we cannot assure you that the size and diversification of our customer portfolio will sufficiently mitigate this risk. If our customers fail to use our solutions, and we are not able to maintain a diversified portfolio of customers, our business, financial condition and results of operations may be materially and adversely affected.

Our business growth is dependent upon the continued growth of the app economy and the increased usage of smartphones, tablets and other connected devices.

Our business growth depends on the continued proliferation of mobile connected devices, such as smartphones and tablets, which can connect to the Internet over a cellular, wireless or other network, as well as the increased consumption of content through those devices. Consumer usage of these mobile connected devices may be inhibited for a number of reasons, such as:

•

inadequate network infrastructure to support advanced features beyond just mobile web access;

•

users’ concerns about the security of these devices;

•

inconsistent quality of cellular or wireless connections;

•

unavailability of cost-effective, high-speed Internet services;

•

changes in network carrier pricing plans that charge device users based on the amount of data consumed; and

•

new technology which is not compatible with our solutions.

In particular, the increased usage of smartphones, tablets and other mobile connected devices is dependent upon user sentiment and the increased availability of such devices. Public opinion towards mobile connected devices and other similar technological advancements is rapidly evolving, and as such, our industries have faced criticism in the past. We cannot be certain that the public will continue to support new technologies, such as app-based gaming and advertising. If we lose public interest and support for in-app mobile advertising, it could have a material adverse effect on our business, financial condition and results of operations.

In addition, the Internet infrastructure that we and our customers rely on in any particular geographic area may be unable to support the demands placed upon it, which could interfere with the speed and availability of our solutions. As a result, we could lose customers if the infrastructure is unable to support our solutions, which could have a material adverse effect on our business, financial condition and results of operations.

For any of these reasons, users of mobile connected devices may limit the amount of time they spend on these devices and the number of applications or amount of content they download on these devices. If user adoption of mobile connected devices and user consumption of content on those devices do not continue to grow, our total addressable market size may be significantly limited, which could compromise our ability to increase our revenue and our ability to become profitable.

If the use of mobile advertising is rejected by consumers, through opt-in, opt-out or ad-blocking technologies or other means, it could have an adverse effect on our business, results of operations, and financial condition.

Consumers can, with increasing ease, implement opt-in and opt-out technologies, “do not track” mechanisms, “ad blocking” software and other technologies that limit our ability to collect and use data to deliver advertisements, or otherwise limit the effectiveness of our solutions, and are increasingly aware of options related to consent and the use of such technologies to prevent the collection of their personal information for targeted advertising purposes. Some consumers download free or paid “ad blocking” software on their mobile devices, not only for privacy reasons, but also to counteract the adverse effect advertisements can have on the consumer experience, including increased load times, data consumption, and screen overcrowding. Ad-blocking technologies and other global privacy controls may prevent some third-party cookies, or other tracking technologies, from being stored on a consumer’s computer or mobile device. As a result, we have been and may be required to change the way we market our offerings, and if more consumers adopt these measures, or if more regulators mandate the use of specific controls, it could reduce the volume or effectiveness and value of targeted advertising, and our business, results of operations, and financial condition could be adversely affected. Other technologies allow ads that are deemed “acceptable,” which could be defined in ways that place us or our publishers at a disadvantage, particularly if such technologies are controlled or influenced by our competitors. Even if ad blockers do not ultimately have an adverse effect on our business, investor concerns about ad blockers could cause our stock price to decline.

Table of Contents

The estimates of market opportunity and forecasts of market growth included in this prospectus may prove to be inaccurate, and even if the market in which we compete achieves the forecasted growth, our business could fail to grow at a similar rate, if at all.

The estimates of market opportunity and forecasts of market growth included in this prospectus may prove to be inaccurate. Market opportunity estimates and growth forecasts included in this prospectus, including those generated by both ourselves and Altman Solon, are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. The variables that affect the calculation of our market opportunity are also subject to change over time.

Our expectations regarding potential future market opportunities that we may be able to address are subject to even greater uncertainty. For example, our expectations regarding future market opportunities in mobile marketing and monetization solutions, depend, among other things, on the extent to which we are able to develop new products and features that expand the applicability of our platform.

We cannot assure you that any particular number or percentage of addressable customers covered by our market opportunity estimates will purchase our solutions at all or generate any particular level of revenue for us. In addition, any expansion in our market depends on a number of factors, including the cost, performance and perceived value associated with our platform and those of our competitors. Even if the market in which we compete meets the size estimates and growth forecasted in this prospectus, our business could fail to achieve a substantial share of this market or grow at a similar rate, if at all. Our growth is subject to many risks and uncertainties. Accordingly, the estimates of market opportunity or forecasts of market growth included in this prospectus should not be taken as indicative of our future growth.

Risks Related to Legal and Regulatory Matters

We collect, use, maintain, transmit, share and otherwise process personal information and user, end user and general device data, and we enable our and our customers’ end users to share their personal information with each other and with third parties. There are numerous foreign, federal, state, and local laws, rules and regulations regarding privacy and the collection, storing, sharing, use, disclosure, deletion, protection and other processing of personal information and other user data, which are constantly evolving, subject to differing interpretations and levels of enforcement, including in connection with changes in government administrations, and may be inconsistent between states or countries or conflict with other rules, laws and regulations.

Various government and consumer agencies worldwide have called for new regulation and changes in industry practices and are continuing to review the need for greater regulation for the collection of information concerning consumer behavior on the internet, including regulation aimed at restricting certain targeted advertising practices. For example, on the international level, European Union and UK laws, which transpose the ePrivacy Directive, require informed consent for the placement of non-strictly necessary cookies or similar technologies on an individual’s device and for direct electronic marketing, and recent decisions from European courts and regulators are driving increased attention to cookies and similar technologies. The UK, French and other EU data protection regulators are increasingly active in this area, in part as a result of actions by not-for-profit privacy activists that have made a significant number of complaints to European website operators regarding their cookie banners and referred a significant number of such website operators to relevant national regulators.

Additionally, the EU GDPR, which became effective in May 2018, and the UK GDPR, which was implemented in the UK after its exit from the EU, created new individual privacy rights and imposed worldwide obligations on companies processing personal information of European users, which has created a greater compliance burden for us and other companies with European users, and subjects violators to substantial monetary penalties. The EU GDPR and UK GDPR impose requirements on both data controllers and data processors (we act as both). Data controllers are required to implement stringent operational requirements, including, for example, transparent and expanded disclosure to data subjects about how their personal information is to be used, limitations on retention of information, mandatory data breach notification requirements, and higher standards for demonstrating that they have obtained valid consent for certain data processing activities, and also to impose significant requirements on data processing actions on their behalf. Data processors are subject to narrower obligations, including, for example, processing personal information only on instruction from the data controller and implementing appropriate security measures. The EU GDPR and UK GDPR also impose strict rules on the transfer of personal information to countries outside the European Economic Area (“EEA”) or UK (as applicable), including the United States. Laws, guidance and the enforcement landscape around these requirements, including international data transfers to the United States, is complex and continuing to evolve, and we may incur costs in taking compliance measures and/or these requirements may affect the manner in which we provide our products and services, and could adversely affect our business,

Table of Contents

operations and financial condition. Failure to comply with these requirements may result in enforcement actions by data protection authorities in the EEA and/or UK, including regulatory investigations, significant penalties (for the EU GDPR, up to the greater of €20 million or 4% of annual worldwide turnover), and/or orders to cease or change our processing of data. Any such enforcement actions could result in substantial costs and diversion of resources, distract management and technical personnel, damage our reputation and adversely affect our business, financial condition, and results of operations.

European privacy and wider digital regulation is continuing to evolve, and these developments may have an adverse effect on our business. For example, the UK’s Data (Use and Access) Act received Royal Assent on June 19, 2025 (phasing in between June 2025 and June 2026) and makes various amendments to the existing UK data protection regime, including by bringing the maximum fine threshold for infringement of certain requirements relating to direct marketing and use of cookies (currently £500,000) in line with the UK GDPR threshold (the higher of £17.5 million or 4% of annual worldwide turnover). In addition, on November 19, 2025, the EU published a proposal to make certain simplifications to the EU GDPR and other data, privacy and cybersecurity related laws, including the ePrivacy Directive and AI Act (as defined below). This may lead to additional compliance costs and could increase overall risk exposure as businesses may no longer be able to take a unified approach across the European Economic Area (“EEA”) and the U.K., and such businesses may need to amend their processes and procedures to align with the new framework. Implementing mechanisms to endeavor to ensure compliance with the GDPR and the U.K. GDPR may be onerous and expose businesses to divergent parallel regimes that may be subject to potentially different interpretations and enforcement actions for certain violations and related uncertainty. Further, the recent enactment of the EU Digital Services Act (“DSA”), the EU Digital Markets Act (“DMA”) and the UK Online Safety Act (“OSA”) have created new obligations for and restrictions on certain types of organisations within the ad tech ecosystem, and the consequential changes to in-scope organisations’ business practices and the flow down of requirements to other ad tech players may have impacts for our business and the broader ecosystem in which we operate. For example, the DSA requires, amongst other things, that in-scope platforms provide users with clear, real-time information about the advertisements they see (including disclosing the identity of the advertiser and the main parameters used to determine why a particular ad is shown to a user). It also prohibits targeted advertising at minors or based on sensitive personal information. The UK has introduced an equivalent to the DSA, in the form of the OSA, pursuant to which in-scope services are required, amongst other things, to put in place proportionate systems and processes to prevent individuals from encountering fraudulent adverts. The DMA limits the EU GDPR legal bases that certain industry participants can rely on to process personal information of end-users for advertising purposes, and requires them to provide publishers and advertisers with advertising pricing information and tools and data to measure advertising performance.

There has also been increasing regulatory scrutiny in Europe over ‘consent or pay’ digital advertising models. For example, in April 2024, the European Data Protection Board published an opinion on the use of ‘consent or pay’ models by large online platforms (“LOPs”) for behavioral advertising, which questioned the lawfulness of such models under the EU GDPR and suggested that LOPs should also offer a free of charge alternative without behavioral advertising. In April 2025, the European Commission imposed a fine of € 200 million on an LOP under the DMA in respect of its use of such models.

In the United States, various states have adopted or are considering adopting data privacy and security laws and regulations. One example is the State of California’s passage of the CCPA, which went into effect in 2020 and was amended by the CPRA in 2023, and which created new privacy rights for users residing in the state and established a regulatory agency dedicated to implementation and enforcement efforts. The California Consumer Privacy Act defines personal information broadly and gives California residents expanded privacy rights and protections, such as affording them the right to access and request deletion of their information and to opt out of certain forms of targeted advertising and sharing and sales of personal information. The CCPA provides for civil penalties and statutory damages for violations and a private right of action for certain data breaches that result in the loss of personal information. Similar laws have been passed in an increasing number of other states, including Virginia, Colorado, Utah and Connecticut (among various others), and have been proposed in other states and at the federal level, reflecting a trend toward a more stringent privacy regulatory framework in the U.S. Further, enforcement activity under applicable privacy and data security laws and regulations already in effect, particularly in California, and also by enforcement bodies such as the Securities and Exchange Commission’s (the “SEC”) Cyber and Emerging Technologies Unit (“CETU”), the creation of which was announced by the SEC on February 20, 2025, reflects an ongoing focus on online advertising activities, emerging technologies, and cyber-related misconduct and signals regulators’ willingness to pursue in-depth investigations and impose substantial penalties on entities allegedly operating in violation of the law. Thus, we expect that continuing to maintain compliance with varying legal requirements, including monitoring and adjusting to new regulations and interpretations that emerge through enforcement actions, will require significant time, resources, and expense, as will the effort to monitor whether additional changes to our business practices are needed, all of which may increase operating costs or limit our ability to operate or expand our business.

We also use AI technologies, including generative AI technologies, in our products and services. The development and use of AI present various privacy and data security risks that may impact our business. AI is subject to privacy and data security laws, as well as increasing AI-specific regulation and scrutiny. Several jurisdictions worldwide, including the EU and certain U.S. states, have proposed or enacted laws governing AI, and it is possible that new laws and regulations will be adopted in the U.S. and in non-U.S.

Table of Contents

jurisdictions, or that existing laws and regulations may be interpreted, in ways that would affect the operation of our products and solutions and the way in which we use AI and similar technologies. For example, in Europe, on August 1, 2024, the European Union’s Artificial Intelligence Act (the “AI Act”) was entered into force. The AI Act regulates certain AI technologies and the data used to train, test and deploy them, and it is possible that other jurisdictions may adopt similar laws. We may not be able to adequately anticipate or respond to these evolving laws and regulations, and these obligations may make it more difficult for us to conduct our business using AI, lead to litigation or regulatory fines or penalties, require us to change our business practices, require us to expend additional resources to adjust our offerings in certain jurisdictions, retrain our AI, or delete our models, or otherwise prevent or limit our use of AI. If we cannot use AI or if our use of AI is restricted, our business may be less efficient, and we may be at a competitive disadvantage. Further, there is a risk that existing or future laws may be interpreted in a manner that is not consistent with our current practices, which could adversely affect our business.

There is also increased attention being given to the collection of data from minors, including as it relates to targeted advertising. For instance, COPPA requires certain types of companies and providers of online services to obtain parental consent before collecting personal information from children under the age of 13. The Federal Trade Commission (the “FTC”) recently finalized an update to COPPA, modifying requirements regarding the use of children’s data for targeted advertising, and several states have enacted laws that would substantially impact activities that involve showing targeted advertisements to individuals under 18 through a variety of new restrictions, or in some cases, prohibit it altogether. Further, children’s privacy has been a focus of recent enforcement activities and subjects our business to potential liability that could adversely affect our business, financial condition, or operating results. Enforcement of COPPA has increased in recent years and we have in the past and may in the future be contacted by regulators with respect to our use of children’s personal information. In addition, the EU GDPR and UK GDPR prohibit certain processing of the personal information of children under the age of thirteen to sixteen (depending on jurisdiction) without parental consent. The DSA, OSA and UK Age Appropriate Design Code also set out specific requirements for ensuring a high level of privacy, safety and security of minors online. The CCPA also requires certain types of companies and providers of online services to obtain the consent of children in California under the age of sixteen (or parental consent for children under the age of thirteen) before selling their personal information. Although we take reasonable efforts to comply with these laws, rules and regulations, we cannot guarantee that we have been or are currently in compliance, and we may in the future face claims under COPPA, the EU GDPR, the UK GDPR, the CCPA, or other laws relating to data privacy. These laws may also result in industry changes which negatively impact our business.

Compliance with the EU GDPR, UK GDPR, CCPA and other U.S. state legislation, COPPA, the FTC Act and other data protection regimes, such as Brazil’s LGPD and China’s DSL, PIPL and CSL, as well as with wider digital regulation, has required us and will continue to require us to devote significant operational resources and incur significant expenses. Our privacy compliance and oversight efforts will require significant time and attention from our management and board of directors. The effects of such laws and other similar foreign, federal, state or local laws, rules and regulations and other future changes in laws, rules or regulations relating to privacy, data protection and information security or wider digital regulation, particularly any new or modified laws, rules or regulations relating to privacy, data protection and information security or wider digital regulation that require enhanced protection of certain types of data or new obligations with regard to data retention, transfer or disclosure, are significant, may require us to modify our data processing practices and policies, and could increase the cost of providing our solutions, require changes to our operations or even prevent us from providing certain solutions in jurisdictions in which we currently operate and in which we may operate in the future, or incur potential liability in an effort to comply with such legislation. Other state legislatures are currently contemplating, and may pass, their own comprehensive data privacy and security laws, with potentially greater penalties and more rigorous compliance requirements relevant to our business, and many state legislatures have already adopted legislation that regulates how businesses operate online, including measures relating to privacy, data security, data breaches and the protection of sensitive and personal information. For example, laws in all 50 states require businesses to provide notice under certain circumstances to customers whose personal information has been disclosed as a result of a data breach.

Our solutions are subject to our privacy policy and our terms of service. While we strive to publish and prominently display privacy policies that are accurate, comprehensive, and compliant with applicable laws, rules regulations and industry standards, we cannot ensure that our privacy policies and other statements regarding our practices will be sufficient to protect us from claims, proceedings, liability or adverse publicity relating to data privacy and cybersecurity. If our public statements about our use, collection, disclosure and other processing of personal information, whether made through our privacy policies, information provided on our website, press statements or otherwise, are alleged to be deceptive, unfair or misrepresentative of our actual practices, we may be subject to potential government or legal investigation or action, including, for example, by the SEC’s CETU. We strive to comply with applicable industry standards and are also subject to privacy- and data security-related contractual and other obligations and commitments to users and third parties. We also strive to comply with all applicable laws, policies, legal obligations, and Provider platform terms. However, it is possible that we may fail to comply with such obligations or be alleged to have failed to do so. Moreover, these obligations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices. It is also possible that new laws, industry standards, policies, Provider platform terms or other contractual or legal obligations may be passed or become applicable to our business, or existing laws, industry standards,

Table of Contents

policies, Provider platform terms or other contractual or legal obligations may be interpreted in such a way that could prevent us from being able to offer services to citizens of a certain jurisdiction or may make it costlier or more difficult for us to do so.

Any failure or perceived failure by us to comply with laws, rules and regulations concerning privacy, information security, data protection, consumer protection, and protection of minors; our privacy policy and terms of service; or our other privacy- and data security-related obligations to users or other third parties, or any compromise of cybersecurity that results in the unauthorized access to, or unauthorized loss, destruction, use, modification, acquisition, disclosure, release, transfer or other processing of personal information or other user data, may result in requirements to modify or cease certain operations or practices, the expenditure of substantial costs, time and other resources, governmental enforcement actions, investigations or inquiries, litigation, substantial fines, reputational harm, public statements against us by consumer advocacy groups or others, or other adverse consequences, and could cause our customers to lose trust in us, which could adversely affect our business, financial condition, or results of operations. Additionally, if third parties we work with, such as users, developers, vendors, service providers, or other business partners violate applicable laws, rules or regulations or policies, such violations may also put our users’ information at risk and could in turn adversely affect our reputation, business, financial condition, and results of operations. Regulations related to AI may also impose certain obligations on organizations, and the costs of monitoring and responding to such regulations, as well as the consequences of non-compliance, could have an adverse effect on us. For example, the AI Act prohibits AI practices that pose “unacceptable” risks, including the use of AI to conduct certain profiling activities, and will in due course impose material requirements on both the providers and deployers of AI technologies in other risk categories. We cannot predict how the AI Act and other AI laws may develop, or how they will be applied or interpreted by regulators and courts, and they may result in our business practices, or the business practices of other operators in the ad tech ecosystem, changing in a manner which adversely affects our business, financial condition, and results of operations.

We are subject to a variety of laws in the United States and abroad that affect our business, including state and federal laws regarding consumer protection, electronic marketing, protection of minors, data protection, and privacy, AI, competition, taxation, intellectual property, money transmission, money laundering and countering the financing of terrorism, investment screening, export, import, and national security, which are continuously evolving and developing. The scope and interpretation of the laws that are or may be applicable to us are often uncertain and may be conflicting, particularly laws outside the United States. There is a risk that existing or future laws may be interpreted in a manner that is not consistent with our current practices and which could adversely affect our business. As our solutions grow and evolve and our solutions are used in a greater number of countries, we may also become subject to laws and regulations in additional jurisdictions or other jurisdictions may claim that we are required to comply with their laws and regulations.

It is possible that a number of laws, rules and regulations may be adopted or construed to apply to us in the United States and elsewhere that could restrict the mobile app ecosystem, a significant source of revenue, including user privacy, advertising, communications, taxation, content suitability, intellectual property, including copyright, distribution, and antitrust. Furthermore, the growth and development of electronic commerce and virtual goods may prompt calls for more stringent consumer protection laws that may impose additional burdens on companies such as ours conducting business through the internet and mobile devices. We anticipate that scrutiny and regulation of our industry will increase and we will be required to devote legal and other resources to addressing such regulation. Changes in current laws or regulations or the imposition of new laws and regulations in the United States or elsewhere regarding these activities may lessen the growth of the mobile app ecosystem. Any costs incurred as a result of adapting to laws and regulations, or as a result of liability in connection therewith, could adversely affect our business, financial condition, and results of operations.

Increased tensions and adverse changes in the geopolitical relationship between the U.S. and China or changes in China’s economic and regulatory landscape and related regulation could harm our business, financial condition, and results of operations.

We maintain a regional office in Beijing, China, and engage in strategic partnerships with Chinese technology companies to support advertiser access to the Chinese digital advertising and mobile gaming markets. We also participate in industry events in the region and work with Chinese mobile game developers to support their international growth.

Our operations and business development efforts in China are subject to numerous risks associated with doing business in that country, including changes in the economic, political, or legal environment; trade restrictions; increased scrutiny of foreign companies; and restrictions on foreign ownership and internet-related services under the laws and regulations of China. Chinese regulations may restrict or prohibit certain aspects of our advertising, cloud-based, or mobile services, or implement other retaliatory measures. Any changes in these laws, or our failure to comply with them, could result in fines, penalties, suspension or loss of licenses, or limitations on our ability to operate or expand in China.

Table of Contents

In addition, escalating tensions between the U.S. and China have resulted in increased tariffs, economic sanctions, trade restrictions, and export and import control laws and regulations. These and any future developments could adversely impact our partnerships, supply chains, or our ability to provide services in China. Political or regulatory responses, including retaliatory measures from the Chinese government, could further impact our ability to engage with customers or partners in China or impair the value of our relationships and investments in the region. Any of these risks could have a material adverse effect on our business, financial condition, and results of operations.

On January 2, 2025, the U.S. Department of the Treasury’s Outbound Investment Security Program (“Outbound Investment Rule”) became effective. This program establishes a regulatory framework governing certain outbound investments by U.S. persons in sectors deemed critical to national security, including semiconductors and microelectronics, quantum information technologies, and artificial intelligence. The program imposes transaction-specific prohibitions as well as notification requirements for certain investments involving entities located in, or with material operations in, China, Hong Kong, and Macau. On December 18, 2025, President Trump signed into law the National Defense Authorization Act for Fiscal Year 2026 (the “NDAA 2026”). The NDAA 2026 codifies the Outbound Investment Rule and requires the U.S. Department of the Treasury to issue new regulations regarding notifiable transactions. Among other changes, the NDAA 2026 expands the scope of covered sectors to include high-performance computing and supercomputing as well as hypersonic systems and adds Cuba, Iran, North Korea, Russia, and Venezuela to the list of countries of concern.

The Outbound Investment Rule applies to specified investments by U.S. persons in these sectors. Given the program’s infancy, anticipated new regulations, and the evolving interpretation and implementation, it is unclear how it, and any related current and future regulations, will be interpreted, amended, and implemented by the U.S. government. Some of our subsidiaries, which are organized and operate substantially in China, may engage in activities that fall within the scope of the Outbound Investment Rule and this may have a material adverse effect on our business, financial conditions, and results of operations. We are likely to face an increased regulatory burden when pursuing certain investments in China and other jurisdictions subject to the Outbound Investment Rule. This could negatively impact our existing and future investments within our Chinese subsidiaries and other jurisdictions. Moreover, the Outbound Investment Rule appears to extend to indirect investments by U.S. persons in entities that have ties to countries of concern, which may further limit our participation in transactions involving Chinese entities or other jurisdictions. Changes in the Outbound Investment Rule, our becoming subject to restrictions or prohibitions under the Outbound Investment Rule, or our failure to comply with it, could result in fines, penalties, or limitations on our ability to operate or expand in China and other jurisdictions.

Further, we have operations in China and continuing tension between the U.S. and China may impact our business and results of operations in the future. For the three months ended March 31, 2026, approximately 10% of the Company’s revenue was generated in China and its territories based on customer billing location, and other customers themselves have business or operations there. The U.S. government has restricted the ability to send certain products and technology to China without an export license. In many cases, these licenses are subject to a policy of denial and will not be issued. While our current products are not restricted by these controls, such controls or future restrictions could impact our business in the future. It also is possible that the Chinese government will retaliate in ways that could impact our business.

We are subject to anti-corruption, anti-bribery, anti-money laundering, and similar laws, and non-compliance with such laws can subject us to criminal or civil liability and harm our business, financial condition, and results of operations.

We operate globally and are subject to the FCPA, the U.S. bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, UK Bribery Act, and similar anti-corruption, anti-bribery in the jurisdictions in which we conduct business. Anti-corruption and anti-bribery laws have been enforced aggressively in recent years, are interpreted broadly and prohibit companies, their employees, and third-party business partners, representatives, and agents from promising, authorizing, making or offering improper payments or other benefits, directly or indirectly, to government officials and others in the private sector in order to influence official action, direct business to any person, gain any improper advantage, or obtain or retain business. As we continue to expand our business internationally, risks under these laws increase, we may be exposed to jurisdictions with less certain legal and regulatory regimes, as well as be exposed to higher risk of fraud.

We and our third-party business partners, representatives, and agents may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities and we may be held liable for the corrupt or other illegal activities of our employees, third-party business partners, representatives, and agents, even if we do not explicitly authorize such activities. These laws also require that we keep accurate books and records and maintain internal controls and compliance procedures designed to prevent any such actions. While we have policies and procedures to address compliance with such laws, we cannot assure you that our employees, third-party business partners, representatives, and agents will not take actions in violation of our policies or

Table of Contents

applicable law, for which we may be ultimately held responsible and our exposure for violating these laws increases as our international presence expands and as we increase sales and operations in foreign jurisdictions.

Any violation of the FCPA or other applicable anti-corruption or anti-bribery laws could result in whistleblower complaints, adverse media coverage, investigations, loss of export privileges, severe criminal or civil sanctions, suspension or disbarment from U.S. or non-U.S. government contracts, substantial diversion of management’s attention, significant legal fees and fines, severe criminal or civil sanctions against us, our officers, or our employees, disgorgement of profits, other sanctions and remedial measures, and prohibitions on the conduct of our business, any of which could adversely affect our reputation, business, financial condition, and results of operations.

We are subject to anti-money laundering and countering the financing of terrorism laws applicable in the jurisdictions in which we conduct business. We have international customers and partners and our transactions with them increase exposure to risk under anti-money laundering and countering the financing of terrorism laws. If we are found to be in violation of U.S. or non-U.S. anti-money laundering or countering the financing of terrorism laws, it can result in significant penalties, including criminal penalties, and government investigations, as well as reputational harm and loss of business, any of which could adversely affect our reputation, business, financial condition, and results of operations.

We are subject to governmental export and import controls, economic sanctions laws, and other international trade laws and regulations that could impair our ability to compete in global markets or subject us to liability if we violate the controls.

Our solutions and operations may be subject to export and import controls, including the U.S. export controls, such as the Export Administration Regulations, and export controls of other jurisdictions, economic sanctions, tariffs, and to other international trade laws and regulations. Exports, re-exports, or transfer of our solutions and the underlying technology may require export authorizations, including by license, a license exception, or other appropriate government authorizations, including the filing of an encryption classification request or self-classification report, as applicable.

In addition to the United States, various other countries regulate the import and export of certain encryption and other technology, including import and export licensing requirements, and have enacted laws that could limit our ability to distribute our solutions or could limit our customers’ ability to implement our solutions in those countries. Changes in our solutions or future changes in export and import regulations and other trade laws and regulations may create delays in the introduction of our solutions and the underlying technology in international markets, prevent our customers with global operations from deploying our solutions globally, or, in some cases, prevent the export or import of our solutions to certain countries, governments, or persons altogether. From time to time, various governmental agencies have proposed additional regulation of encryption technology.

Furthermore, our activities are subject to U.S. economic sanctions laws and regulations administered by the U.S. Department of Treasury’s Office of Foreign Assets Control that prohibit the shipment of most technologies, provision of services, or other transactions to, or otherwise involving or for the benefit of, embargoed jurisdictions or sanctioned parties without the required authorizations. Additionally, the U.S. government also continues to add additional entities in China and other countries to restricted party lists impacting the ability of U.S. companies to engage with these entities (or their subsidiaries when applicable). Our activities may also be subject to economic sanctions of foreign jurisdictions, including those of the European Union and its member states, His Majesty’s Treasury of the United Kingdom, and other applicable sanctions authorities. These laws, regulations, and sanctions are rapidly evolving and may be in conflict across international jurisdictions, leading to uncertainty and difficulty in achieving full compliance. For example, the Chinese government has retaliated, and may continue to retaliate, against recent changes in U.S. tariffs and export controls in ways that could impact our business. Our international operations and our transactions with international customers and partners increase our exposure to risk under economic sanction laws and regulations. Should we violate such existing or similar future economic sanctions laws or regulations, we may be subject to substantial monetary fines, criminal penalties, or suffer reputational damage and other penalties that could negatively impact our business. If we need to obtain any necessary export or other sanctions related license or other authorization for a particular sale or other transaction, the process may be time-consuming and may result in the delay or loss of opportunities to sell our solutions.

We cannot guarantee that our policies and procedures relating to export control and economic sanctions compliance will prevent violations in the future by us or our partners or agents. If we are found to be in violation of U.S. or non-U.S. export or import control laws, or economic sanctions or regulations or other similar regimes or other jurisdictions, including failure to obtain appropriate import, export, or re-export licenses or permits, it can result in significant penalties, including criminal penalties, and government investigations, as well as reputational harm and loss of business. Knowing and willful violations can result in possible incarcerations for responsible employees and managers.

Table of Contents

solutions or could limit our customers’ ability to implement our solutions in those countries. Changes in our solutions or future changes in export and import regulations may create delays in the introduction of our solutions and the underlying technology in international markets, prevent our customers with global operations from deploying our solutions globally, or, in some cases, prevent the export or import of our solutions to certain countries, governments, or persons altogether. From time to time, various governmental agencies have proposed additional regulation of encryption technology.

Our growth strategy includes further expanding our operations and customer base in international markets and acquiring companies that may operate in countries where we do not already do business. Such acquisitions may subject us to additional or expanded export regulations. Further, any change in export or import regulations or controls, economic sanctions or related legislation, or change in the countries, governments, persons, or technologies targeted by such regulations, or changes to tariffs or other applicable trade measures could result in decreased use of our solutions by, or in our decreased ability to export or sell our solutions to, existing or potential customers with global operations. Any decreased use of our solutions or limitation on our ability to export or sell our solutions in major international markets could adversely affect our business, financial condition, and results of operations.

Changes in tax laws or tax rulings could adversely affect our effective tax rates, business, financial condition, and results of operations.

We are subject to tax in the United States and in certain foreign jurisdictions in which we operate. The United States and many countries in Europe, as well as a number of other countries and organizations, have recently proposed or recommended changes to existing tax laws or have enacted new laws that could significantly increase our tax obligations in many countries where we do business, or require us to change the manner in which we operate our business. For example, the One Big Beautiful Bill Act (the “OBBBA”) modifies existing U.S. tax laws, including by permitting the deduction of certain U.S. research and development expenditures and changing certain international tax provisions regarding the calculation and deductibility of certain foreign income. Any significant changes to our future effective tax rate could adversely affect our business, financial condition, and results of operations. The application and interpretation of these laws in different jurisdictions affect our operations in complex ways and are subject to change, and some changes may be retroactively applied. The Company has accounted for the provisions of the OBBBA and its impacts on its consolidated financial statements, including cash taxes and its effective tax rate. OBBBA incorporates additional changes to the U.S. tax code that are effective in tax year 2026. Based on the assessment in the first quarter of 2026, there was no material impact to our income tax expense or effective tax rate for the quarter ended March 31, 2026 and we do not expect the impact to be material to our full year 2026 effective tax rate. Due to the complexity and timing of the enactment, the Company will continue to assess the impact of the OBBBA, including any interpretive guidance that may be issued by the U.S. Department of the Treasury or the Internal Revenue Service.

We may have exposure to greater than anticipated tax liabilities.

Our income tax obligations are based in part on our corporate operating structure and intercompany arrangements, including the manner in which we develop, value, manage, and use our intellectual property and the valuation of our intercompany transactions. The tax laws applicable to our business, including the laws of the United States and other jurisdictions, are subject to interpretation and certain jurisdictions are aggressively interpreting their laws in new ways in an effort to raise additional tax revenue. Our existing corporate structure and intercompany arrangements have been implemented in a manner we believe is in compliance with current prevailing tax laws. However, the taxing authorities of the jurisdictions in which we operate may challenge our methodologies for valuing developed technology or intercompany arrangements, which could impact our worldwide effective tax rate and adversely affect our financial condition and results of operations. Moreover, changes to our corporate structure and intercompany agreements, including through acquisitions, could impact our worldwide effective tax rate and adversely affect our business, financial condition, and results of operations.

In addition, we are subject to federal, state, and local taxes in the United States and numerous foreign jurisdictions. Significant judgment is required in evaluating our tax positions and our worldwide provision for (benefit from) taxes. During the ordinary course of business, there are many activities and transactions for which the ultimate tax determination is uncertain. Our tax obligations and effective tax rates could be adversely affected by changes in the relevant tax, accounting, and other laws, regulations, principles, and interpretations, including those relating to income tax nexus, by our earnings being lower than anticipated in jurisdictions where we have lower statutory rates and higher than anticipated in jurisdictions where we have higher statutory rates, by challenges to our intercompany relationships and transfer pricing arrangements. The relevant taxing authorities may disagree with our determinations as to the income and expenses attributable to specific jurisdictions. If such a disagreement were to occur, and our position were not sustained, we could be required to pay additional taxes, interest, and penalties, which could result in one-time tax charges, higher effective tax rates, reduced cash flows and lower overall profitability of our business, with some changes possibly affecting our tax obligations in future or past years. We believe we have adequate reserves to reflect such a contingency, but there can be no assurances in that regard.

Table of Contents

Taxing authorities may successfully assert that we should have collected or in the future should collect sales and use, value added or similar taxes, and any such assessments could adversely affect our business, financial condition, and results of operations.

We do not collect sales and use, value added, and similar taxes in all jurisdictions in which we have sales, based on our belief that such taxes are not applicable in certain jurisdictions. Sales and use, value added, and similar tax laws and rates vary greatly by jurisdiction. Certain jurisdictions in which we do not collect such taxes may assert that such taxes are applicable or that our presence in such jurisdictions is sufficient to require us to collect taxes, which could result in tax assessments, penalties, and interest, and we may be required to collect such taxes in the future. Such tax assessments, penalties, and interest or future requirements may adversely affect our financial condition and results of operations.

If we are found liable for content that is distributed through or advertising that is served through our solutions, our business could be adversely affected.

As a distributor of content, we may face potential liability for negligence, copyright, patent or trademark infringement, misappropriation or other violation, public performance royalties, or other claims based on the nature and content of materials that we distribute. The Digital Millennium Copyright Act (the “DMCA”) is intended, in part, to limit the liability of eligible service providers for caching, hosting, or linking to user content that includes materials that infringe copyrights or other rights. Other jurisdictions contain similar safe harbors, such as the DSA in the EU. We rely on the protections provided by the DMCA and similar safe harbors in conducting our business. Similarly, Section 230 of the Communications Decency Act (“Section 230”) protects online distribution platforms, such as ours, from actions taken under various laws that might otherwise impose liability on the platform provider for what content creators develop or the actions they take or inspire. Our terms of use and policies also prohibit our customers from using our services to monetize or distribute content that may violate third-party intellectual property rights.

However, the DMCA, Section 230, and similar statutes and doctrines that we may rely on in the future are subject to uncertain judicial interpretation and regulatory and legislative amendments. Future regulatory or legislative changes may ultimately require us to take a more active approach towards content moderation, which could diminish the depth, breadth, and variety of content we offer and, in so doing, reduce our revenue. Moreover, the DMCA and Section 230 provide protections primarily in the United States. If the rules around these statutes and doctrines change, if international jurisdictions refuse to apply or continue to apply similar protections, or if a court were to disagree with our application of those rules to our business, we could incur liability and our business could be adversely affected. If we become liable for these types of claims as a result of the content that is included in our solutions, then our business may be adversely affected. Litigation to defend these claims could be costly and the expenses and damages arising from any liability could adversely affect our business. Our insurance may not be adequate to cover these types of claims or any liability that may be imposed on us.

In addition, regardless of any legal protections that may limit our liability for the actions of third parties, such third parties may not comply with their obligations and we may incur significant legal expenses and other costs if copyright or other rights holders assert claims, or commence litigation, alleging copyright infringement, misappropriation or other violation against our third-party developers, customers and/or us. While we prohibit mobile apps without distribution rights from the copyright holder, and we maintain processes and systems for the reporting and removal of infringing mobile apps, such prohibitions, processes, and systems may not always be successful. If other developers, licensees, platform providers, business partners, and personnel are influenced by the existence of types of claims or proceedings and are deterred from working with us as a consequence, our ability to maintain or expand our business, including through international expansion plans, could be adversely affected.

Legal or regulatory proceedings and settlements could cause us to incur additional expenses or otherwise adversely affect our business, financial condition, and results of operations.

We are involved in or may become involved in claims, suits, government or internal investigations, including formal and informal inquiries from government authorities and regulators, such as the SEC’s CETU, and proceedings arising in the ordinary course of our business, including actions with respect to regulatory compliance, intellectual property claims, securities claims, privacy, data protection, AI, or law enforcement matters, tax matters, labor and employment claims, commercial and acquisition-related claims, and other matters. We may become the subject of investigations, inquiries, data requests, requests for information, actions, and audits in the United States, Europe, and around the world, particularly in the areas of privacy, data protection, AI, law enforcement, consumer protection, and competition, as we continue to grow and expand our operations. In addition, we are currently, and may in the future be, subject to regulatory orders or consent decrees. For example, data protection, competition, and consumer protection authorities in the EU have initiated actions, investigations, or administrative orders seeking to restrict the ways in which we collect and use information, or impose sanctions, and other authorities may do the same.

Any such claims, suits, government investigations, and proceedings are inherently uncertain and their results cannot be predicted with certainty. Regardless of their outcomes, such legal or regulatory proceedings can have an adverse impact on us because

Table of Contents

of legal costs, diversion of management and other personnel attention, negative publicity, and other factors. In addition, it is possible that a resolution of one or more such proceedings could result in substantial costs, civil and criminal liability, penalties, or sanctions, as well as judgments, consent decrees, or orders preventing us from offering certain features, functionalities, products or services, or requiring a change in our business practices, products or technologies, which could adversely affect our reputation, business, financial condition, and results of operations.

Risks Related to Intellectual Property

Failure to obtain, maintain, protect, defend or enforce our proprietary and intellectual property rights could adversely affect our business, financial condition, and results of operations.

Our success is dependent, in part, upon obtaining, maintaining, protecting, defending and enforcing our intellectual property, proprietary information and technology. We regard our solutions and related source code as proprietary and rely on a variety of methods, including a combination of copyright, patent, trademark, and trade secret laws in the United States and certain other jurisdictions, and employee and third-party non-disclosure, confidentiality and invention assignment agreements, to protect our intellectual property and proprietary rights.

We view the protection of our trade secrets, copyrights, trademarks, service marks, trade dress, domain names, patents, and other intellectual property rights as critical to our success. We strive to protect our intellectual property rights by relying on federal, state, and common law rights, as well as contractual restrictions and business practices. We also enter into confidentiality and invention assignment agreements with our employees and contractors, and confidentiality agreements with parties with whom we conduct business, in order to limit access to, and disclosure and use of, our intellectual property and proprietary information. However, we cannot guarantee that we have entered into such agreements with each party who has developed intellectual property on our behalf and each party that has or may have had access to our confidential information, know-how and trade secrets, and such agreements may be insufficient or breached, in either case potentially resulting in the unauthorized use or disclosure of our proprietary information, such as trade secrets, know-how and confidential information, including to our competitors, which could cause us to lose any competitive advantage resulting from this intellectual property, and we cannot be certain that we will have adequate remedies for any breach. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret or know-how is difficult, expensive, and time-consuming, and the outcome is unpredictable. In addition, trade secrets and know-how can be difficult to protect and some courts inside and outside the United States are less willing or unwilling to protect trade secrets and know-how. Failure to obtain, maintain or protect proprietary information, such as trade secrets, know-how and other confidential information, could adversely impact our business. Furthermore, if we include portions of our proprietary information when using AI technologies, that information may enter the public domain and we may lose the ability to protect such proprietary information. The laws, contractual arrangements and business practices upon which we rely provide only limited protection and may not prevent the infringement, misappropriation or other violation of our intellectual property or proprietary rights or deter independent development of similar technologies by others.

We own or license, and, in certain cases, pursue the registration of, copyrights, trademarks, service marks, domain names, and patents in the United States and in certain jurisdictions outside the United States. This process can be expensive and time-consuming, may not always be successful depending on local laws or other circumstances, and we also may choose not to pursue registrations in every jurisdiction depending on the nature of the project to which the intellectual property rights pertain. Additionally, we may fail to maintain or be unable to obtain adequate protections for certain of our intellectual property rights in the U.S. or certain foreign jurisdictions because effective intellectual property protection may not be available in every jurisdiction in which we offer our products and services, and our intellectual property rights may not receive the same degree of protection in foreign jurisdictions as they would in the U.S. because of the differences in foreign patent, trademark, copyright, and other laws concerning intellectual property and proprietary rights. Any of our intellectual property rights may be challenged or circumvented by others or potentially invalidated or held unenforceable through administrative process or litigation in the U.S. or in foreign jurisdictions.

We make business decisions about when to seek patent protection for a particular technology and when to rely upon trade secret or other protection, and the approach we select may ultimately prove to be inadequate or in error. There can be no assurance our intellectual property rights will be sufficient to protect against others offering products or services that are substantially similar or equivalent to ours and compete with our business or that unauthorized parties will not attempt to copy aspects of our technology and use information that we consider proprietary. For example, it is possible that third parties, including our competitors, may obtain patents relating to technologies that overlap or compete with our technology. Furthermore, competitors or other third parties may independently discover our trade secrets, copy or reverse engineer our products or portions thereof, or develop similar technology. We may, over time, increase our investments in protecting our creative works and other intellectual property, but any additional investment in protecting our intellectual property through additional trademark, patent or other intellectual property filings could be expensive or time-consuming. An inventorship or ownership dispute also could arise that may permit one or more third parties to practice or enforce our intellectual property rights, including possible efforts to enforce rights against us. Additionally, errors in

Table of Contents

inventorship or ownership can sometimes also impact priority claims, and if we were to lose our ability to claim priority for certain patent filings, intervening art or other events may preclude us from issuing patents.

We cannot be certain that existing intellectual property laws will provide adequate protection for our solutions in connection with emerging technologies, including AI, the impact of which on intellectual property (including copyright) ownership and licensing rights has not been fully addressed by U.S. courts or by federal, state or international laws or regulations. Litigation may be necessary to enforce our intellectual property rights, protect our trade secrets, or determine the validity and scope of intellectual property or proprietary rights claimed by others. Any litigation of this nature, regardless of outcome or merit, could result in substantial costs, adverse publicity, reputational harm and diversion of management and technical resources. If we fail to obtain, maintain, protect, defend and enhance our intellectual property rights, our business, financial condition, and results of operations could be adversely affected.

We use open source software in our solutions, which could negatively affect our ability to sell our services or subject us to litigation or other actions.

We use open source software in our solutions, and we expect to continue to incorporate open source software in our solutions in the future. Few of the licenses applicable to open source software have been interpreted by U.S. or foreign courts, and there is a risk that these licenses could be construed in a manner that could impose unanticipated conditions or restrictions on our ability to commercialize our solutions.

Moreover, we cannot ensure that we have not incorporated additional open source software in our solutions in a manner that is inconsistent with the terms of the applicable license or our current policies and procedures. If we fail to comply with these licenses, we may be subject to certain requirements, including requirements that we offer our solutions that incorporate the open source software for no cost, that we make available source code for modifications or derivative works we create based upon incorporating or using the open source software and that we license such modifications or derivative works under the terms of applicable open source licenses. If an author or other third-party that distributes such open source software were to allege that we had not complied with the conditions of one or more of these licenses, we could be required to incur significant legal expenses defending against such allegations and could be subject to significant damages, enjoined from the sale of our solutions that contained the open source software and required to comply with onerous conditions or restrictions on these solutions, which could disrupt the distribution and sale of these solutions. From time to time, there have been claims challenging the ownership rights in open source software against companies that incorporate it into their products. As a result, we and our customers could be subject to lawsuits by parties claiming ownership of, or demanding the release of, what we believe to be open source software or derivative works that we developed using such software, which could include our proprietary source code, or otherwise seeking to enforce the terms of the applicable open source license. Litigation could be costly for us to defend, result in payment of damages, have a negative effect on our business, financial condition and results of operations, require us to enter into licenses on unfavorable terms or require us to devote additional research and development resources to change our solutions.

In addition to risks related to license requirements, usage of open source software can lead to greater risks than the use of third-party commercial software, as open source licensors generally do not provide warranties, indemnification, assurance of title or controls on the origin of the software or other contractual protections regarding infringement claims or the quality of the code, which they are not typically required to maintain and update, and they can change the license terms on which they offer the open source software. Some open source projects have known vulnerabilities and architectural instabilities and are provided on an “as-is” basis which, if not properly addressed, could negatively affect the performance of our solutions. There is typically no support available for open source software, and we cannot ensure that the authors of such open source software will implement or push updates to address security risks or will not abandon further development and maintenance. In addition, many of the risks associated with the usage of open source software, such as the lack of warranties or assurances of title and the potential incorporation of AI-generated code, cannot be eliminated, and could, if not properly addressed, negatively affect our business. Additionally, while we monitor our use of open source software and try to ensure that none is used in a manner that would require us to disclose our proprietary source code or that would otherwise breach the terms of an open source agreement, such use could inadvertently occur, or could be claimed to have occurred, in part because open source license items are often ambiguous. If we inappropriately use or incorporate open source software subject to certain types of open source licenses that challenge the proprietary nature of our solutions, we may be required to re-engineer such solutions, discontinue the sale of such solutions or take other remedial actions.

Our ability to acquire and maintain licenses to intellectual property may affect our revenue and profitability. These licenses may become more expensive and increase our costs.

While most of the intellectual property we use is created by us, we have also acquired rights to intellectual property and other proprietary rights that provide infrastructure services and other functionality services for our solutions. As necessary, we have also obtained rights to use intellectual property through licenses and service agreements with third parties.

Table of Contents

Proprietary licenses typically limit our use of intellectual property to specific uses and for specific time periods. If we are unable to maintain these licenses or obtain additional licenses on reasonable economic terms or with significant commercial value, our revenue and profitability may be adversely impacted. These licenses may become more expensive and increase the advances, guarantees and royalties that we may pay to the licensor, which could significantly increase our costs and adversely affect our profitability. Further, if we fail to comply with any of our obligations under such agreements, we may be required to pay damages and the licensor may have the right to terminate the license. Our business would suffer if any current or future licenses terminate, if the licensors fail to abide by the terms of the license, if the licensors fail to enforce licensed intellectual property rights against infringing third parties, if the licensed intellectual property rights are found to be infringing third-party rights, or if we are unable to enter into necessary licenses on acceptable terms.

We may be subject to intellectual property disputes, which are costly to defend and could require us to pay significant damages and could limit our ability to use certain technologies in the future.

From time to time, we have faced, and we may face in the future, allegations that we have infringed, misappropriated or otherwise violated the trademarks, copyrights, patents, and other intellectual property rights of third parties, including from our competitors, non-practicing entities and/or former employers of our personnel. In addition to suing us for intellectual property infringement, misappropriation or other violation, third parties may initiate proceedings to invalidate our intellectual property, either of which, if successful, could disrupt the conduct of our business, cause us to pay significant damage awards or require us to pay licensing fees. As we face increasing competition and increase our profile as a public company, and in connection with our growing use of AI technologies in connection with our business, the possibility of receiving a larger number of intellectual property claims against us grows. For example, the use of AI technologies in connection with our products and services, including based on the use of large datasets to train AI technologies or the use of outputs generated by AI technologies, may result in exposure to claims of copyright infringement or other intellectual property violation. Intellectual property litigation may be protracted and expensive, and the results are difficult to predict. In the event of any court judgment or settlement, we may be obligated to alter our solutions, in a particular geographic region or worldwide, pay substantial royalties or significant settlement costs, purchase licenses, or develop substitutes, work-arounds or redesigns.

In the event of a successful claim against us, we might be enjoined from using our licensed intellectual property, we might incur significant licensing fees and we might be forced to develop alternative technologies. Designing around such violated intellectual property may be expensive, time-consuming or infeasible. Our failure or inability to develop non-infringing technology or software or to license the infringed or similar technology or software on a timely basis could force us to withdraw products and services from the market or prevent us from introducing new products and services. In addition, we could be required to obtain a license from such third-party to continue commercializing or using such technologies, products and services but, even if we are able to license the infringed or similar technology or software, license fees could be substantial and the terms of these licenses could be burdensome or limited, any of which might adversely affect our operating results. Alternatively, we may not be able to obtain any required license on commercially reasonable terms or at all. We might also incur substantial expenses in defending against third-party infringement claims, regardless of their merit. Successful infringement or licensing claims against us might result in substantial monetary liabilities and might materially disrupt the conduct of our business. If we are required to make substantial payments or undertake any of the other actions noted above as a result of any intellectual property infringement, misappropriation or violation claims against us, such payments, costs or actions could have a material adverse effect on our competitive position, business, financial condition and results of operations.

In certain of our agreements we also indemnify our licensees and other business partners. We may incur significant expenses defending these licensees or business partners if they are sued for intellectual property infringement, misappropriation or other violation based on allegations related to our technology. If a licensee or business partner were to lose a lawsuit and in turn seek indemnification from us, we also could be subject to significant monetary liabilities. Any of the foregoing could prevent us from competing effectively and could have an adverse effect on our business, financial condition and results of operations.

Risks Relating to Financial and Accounting Matters

We have identified a material weakness in our internal control over financial reporting. If our remediation of such material weakness is not effective, or if we experience additional material weaknesses in the future or otherwise fail to develop and maintain effective internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable laws and regulations could be impaired.

As a privately-held company, we were not required to evaluate our internal control over financial reporting in a manner that meets the standards of publicly traded companies required by Section 404(a) of the Sarbanes- Oxley Act (“Section 404”). As a public company, we will be subject to significant requirements for enhanced financial reporting and internal controls. We are continuing to develop and refine our disclosure controls, internal control over financial reporting, and other procedures that are designed to ensure

Table of Contents

information required to be disclosed by us in our financial statements and in the reports that we will file with the SEC is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and information required to be disclosed in reports under the Exchange Act is accumulated and communicated to our principal executive and financial officers. Our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal control over financial reporting until after we are no longer an “emerging growth company” as defined in the JOBS Act. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is documented, designed, or operating. If we are not able to complete our initial assessment of our internal controls and otherwise implement the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner or with adequate compliance, our independent registered public accounting firm may not be able to certify as to the adequacy of our internal controls over financial reporting.

Neither we nor our independent registered public accounting firm were required to, and therefore did not, perform an evaluation of our internal control over financial reporting as of or for any period included in our financial statements, nor any period subsequent in accordance with the provisions of the Sarbanes-Oxley Act. However, we have identified a material weakness in our internal control over financial reporting. 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 weakness identified pertained to the lack of effectively designed, implemented, and maintained IT general controls over applications that support our financial reporting processes. Specifically, the material weakness related to a lack of formalized, designed, and implemented IT controls and associated segregation of duties, including a lack of sufficient IT resources and personnel to address the risks associated with the IT environment.

While management has made improvements to our control environment and IT processes to support our growing operations, the identified material weakness remains unremediated. We expect our remediation efforts to continue to take place in 2026, and to include the following:

•

designing, developing, and deploying an enhanced IT General Controls (“ITGC”) framework, including the implementation of a number of processes and tools to enable the effectiveness and consistent execution of these controls;

•

continuing to implement ITGCs to manage logical access and program changes within our IT environment that support key business processes;

•

continuing to implement processes and controls to better manage and monitor our segregation of duties, including enhancing the usage of technology and tools for segregation of duties within the Company’s systems, applications, and tools; and

•

continuing to expand both our internal resources, and collaboration with third party controls advisors, with the appropriate level of expertise to implement, monitor, and maintain effectively designed and operating ITGCs.

The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects. Until the remediation plan is implemented, tested and deemed effective, we cannot assure that our actions will adequately remediate the material weaknesses or that additional material weaknesses in our internal controls will not be identified in the future. If we are unable to remediate the material weaknesses, our ability to record, process and report financial information accurately, and to prepare financial statements within the time periods specified by the rules and forms of the SEC could be adversely affected and could reduce the market’s confidence in our financial statements and harm our stock price. While we will work to remediate the material weaknesses as quickly and efficiently as possible, we cannot at this time provide an expected timeline in connection with any remediation plan. These remediation measures may be time consuming and costly and might place significant demands on our financial and operational resources.

Our ability to comply with the annual internal control reporting requirements will depend on the effectiveness of our financial reporting and data systems and controls across our company. Any weaknesses or deficiencies or any failure to implement new or improved controls, or difficulties encountered in the implementation or operation of these controls, could harm our operating results and cause us to fail to meet our financial reporting obligations, or result in material misstatements in our consolidated financial statements, which could adversely affect our business and reduce the price of our common stock.

If we are unable to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404, our independent registered public accounting firm may not issue an unqualified opinion. If we are unable to conclude that we have effective internal control over financial reporting, investors could lose confidence in our reported financial information, which could have a material adverse effect on the trading price of our common stock. Failure to remedy any material

Table of Contents

weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.

Our results of operations could be adversely affected by changes in financial accounting standards or by the application of existing or future accounting standards to our business as it evolves.

Our reported results of operations are impacted by the accounting standards promulgated by the SEC and accounting standards bodies and the methods, estimates, and judgments that we use in applying our accounting policies. A change in accounting standards could have a significant effect on our reported financial results, and may even affect the reporting of transactions completed before the announcement or effectiveness of a change. Accounting standards affecting revenue recognition have affected, and could further significantly affect, the way we account for revenue. Any future changes to accounting standards may cause our results of operations to fluctuate. For example, if the accounting standards for revenue derived from mobile advertising services were to change, our results of operations could be adversely affected.

Further, although we believe our estimates are reasonable based on available information, we may revise such estimates in the future in the event our business changes. As we enhance, expand and diversify our business and product offerings, the application of existing or future financial accounting standards could adversely affect our results of operations.

We rely on assumptions, estimates and unaudited financial information to calculate certain of our key metrics and other figures presented herein, and real or perceived inaccuracies in such metrics could adversely affect our reputation and our business.

Certain of the metrics and estimates presented herein are calculated using internal data that has not been independently verified, data from third-party partners, or unaudited financial information of companies that we have acquired or partnered with. While these metrics and figures are based on what we believe to be reasonable calculations for the period of measurement, there are inherent challenges in measuring these metrics and figures across our worldwide customer base and user base. In addition, our metrics and estimates will differ from similar metrics and estimates published by third parties due to differences in methodology. The methodologies used to measure these metrics require significant judgment and are also susceptible to algorithm or other technical errors. In addition, we are continually seeking to improve our estimates of our data required to calculate these metrics and such estimates may change due to improvements or changes in our methodology. We regularly review our processes for calculating these metrics, and from time to time we may discover material inaccuracies in our metrics or make adjustments to improve their accuracy, which can result in adjustments to our historical metrics.

Our ability to calculate our historical metrics is impacted by data limitations or other factors that require us to apply different methodologies for such adjustments. Any loss of access to data signals we use in our process for calculating our metrics, whether as a result of our own product decisions, actions by third-party browser or mobile platforms, regulatory or legislative requirements, limitations while our personnel work remotely, or other factors, also may impact the stability or accuracy of our reported metrics. Our estimates of metrics may also change as our methodologies evolve, including through the application of new data signals or technologies, product changes, or other improvements in our user surveys, algorithms, or other machine learning that may improve our ability to match accounts within and across our products or otherwise evaluate the broad population of our users. We may also discover unexpected errors in the data that we are using that resulted from technical or other errors. If we determine that any of our metrics or figures are not accurate, we may be required to revise or cease reporting such metrics or figures. We generally do not intend to update previously disclosed metrics for any such inaccuracies or adjustments that are within certain error margins.

If we determine that any of our metrics or figures are not accurate, we may be required to revise or cease reporting such metrics or figures. Any real or perceived inaccuracies in our metrics and other figures could harm our reputation and adversely affect our business.

Conversion of key internal systems and processes, particularly our enterprise resource planning system, and problems with the design, implementation, or operation of these systems and processes could interfere with, and therefore adversely affect, our business and operations.

We converted certain key internal business systems and processes, including our enterprise resource planning system to a cloud-based system. We have invested, and will continue to invest, significant capital and human resources in the design, implementation, and operation of these business systems and processes. Any problems in the functioning of these systems or processes, particularly any that impact our operations, could adversely affect our ability to process payments, record and transfer information in a timely and accurate manner, recognize revenue, file SEC reports in a timely manner, or otherwise run our business and could adversely affect our business, financial condition, and results of operations.

Table of Contents

We may be required to record a significant charge to earnings if our goodwill becomes impaired.

We are required under GAAP to review our goodwill for impairment at least annually or more frequently when events or changes in circumstances indicate the carrying value may not be recoverable. Factors that may be considered a change in circumstances, indicating a requirement to reevaluate whether our goodwill continues to be recoverable, include a significant decline in the market price of our common stock and our market capitalization, slower growth rates in our industry, or other materially adverse events. We may be required to record a significant charge to earnings in our financial statements during the period in which any impairment of our goodwill is determined. As of March 31, 2026, the Company had a significant cushion when comparing the fair value of equity to the carrying value.

Exposure to foreign currency exchange rate fluctuations could negatively impact our operating results.

While the majority of the transactions through our software are denominated in U.S. dollars, we have underlying economic exposure in the geographies that we operate. Given our anticipated international growth, we expect the exposure to foreign currencies to continue to grow in the future. Our international revenues and profits could be negatively impacted by the strength of the U.S. dollar relative to the international mix of our business and related foreign currencies.

Adverse developments affecting the financial services industry, such as actual events or perceived concerns involving liquidity, defaults or non-performance by financial institutions could adversely affect our financial condition and results of operations.

Actual events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or the financial services industry generally, or concerns or rumors about any such events, have in the past and may in the future lead to market-wide liquidity problems. Our access to funding sources in amounts adequate to finance or capitalize our current and projected future business operations could be significantly impaired by factors that affect us, or customers, the financial institutions with which we have arrangements directly, or the financial services industry or economy in general. Any further deterioration in the macroeconomic economy or financial services industry could lead to losses or defaults by parties with whom we conduct business, which in turn, could have an adverse effect on our current and/or projected business operations and results of operations and financial condition. For example, a party with whom we conduct business may fail to make payments when due, default under their agreements with us, become insolvent or declare bankruptcy. Any bankruptcy or insolvency, or the failure to make payments when due, of any counterparty of ours, or the loss of any significant relationships, could result in losses to us and may adversely impact our business.

Risks Related to this Offering and Ownership of our Common Stock

Blackstone controls us, and its interests may conflict with ours or yours in the future.

Prior to this offering, Blackstone beneficially owned or controlled a majority of the voting power of shares eligible to vote in the election of our directors. Immediately following this offering and the application of net proceeds therefrom, Blackstone will beneficially own or control approximately 50.4% of the voting power of our shares eligible to vote in the election of our directors (or 49.5% if the underwriters exercise in full their option to purchase additional shares of common stock). Moreover, our Principal Stockholders, including Blackstone, will have the right to designate individuals to our board in accordance with the stockholders agreements we intend to enter into in connection with this offering. See “Certain Relationships and Related Person Transactions—Stockholders Agreements.” Even when Blackstone ceases to own shares of our stock representing a majority of the total voting power, if Blackstone continues to own a significant percentage of our stock, it will still be able to significantly influence the composition of our board of directors and the approval of actions requiring stockholder approval through its voting power. Accordingly, for such period of time, Blackstone will have significant influence with respect to our management, business plans, and policies, including the appointment and removal of our officers. In particular, if Blackstone continues to own a significant percentage of our stock, Blackstone may be able to prevent a change of control of our company or a change in the composition of our board of directors and could preclude any unsolicited acquisition of our company. The concentration of ownership could deprive you of an opportunity to receive a premium for your shares of common stock as part of a sale of our company and ultimately might affect the market price of our common stock.

Our amended and restated certificate of incorporation will not limit the ability of our Principal Stockholders to compete with us, and they may have investments in businesses whose interests conflict with ours.

Our Principal Stockholders and their respective affiliates engage in a broad spectrum of activities, including investments in businesses that may compete with us. In the ordinary course of their business activities, our Principal Stockholders and their respective affiliates may engage in activities where their interests conflict with our interests or those of our stockholders. Our amended and restated certificate of incorporation provides that we will renounce any interest or expectancy that we would otherwise have in, and the right to be offered to participate in, any business opportunity that from time to time may be presented to our Principal Stockholders, subject to limited exceptions, or any of their respective affiliates or any of our directors who are not employed by us

Table of Contents

(including any non-employee director who serves as one of our officers in both their director and officer capacities) or their affiliates. See “Description of Capital Stock—Conflicts of Interest.” Our Principal Stockholders, and their respective affiliates also may pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us. In addition, our Principal Stockholders may have an interest in our pursuing acquisitions, divestitures, and other transactions that, in their judgment, could enhance their investment, even though such transactions might involve risks to us and our stockholders.

We are a holding company with no operations of our own and we are accordingly dependent upon distributions from our subsidiaries to pay taxes and pay dividends.

We are a holding company and our operations are conducted entirely through our subsidiaries. Our ability to generate cash to pay applicable taxes at assumed tax rates and pay cash dividends we declare, if any, is dependent on the earnings and the receipt of funds from our subsidiaries via dividends or intercompany loans. Deterioration in the financial condition, earnings or cash flow of our subsidiaries for any reason could limit or impair their ability to pay such distributions. Additionally, to the extent that we need funds and our subsidiaries are restricted from making such distributions under applicable law or regulation or under the terms of our financing arrangements, or are otherwise unable to provide such funds, it could materially adversely affect our liquidity and financial condition.

After the completion of this offering we may be considered to be a “controlled company” within the meaning of the rules of Nasdaq, and even if we are not, we may in the future become a “controlled company” due to the concentration of voting power by Blackstone. If we were a “controlled company,” we would qualify for exemptions from certain corporate governance requirements. If we were to rely on such exemptions in the future, you would not have the same protections afforded to stockholders of companies that are subject to such requirements.

Prior to this offering, Blackstone beneficially owned or controlled a majority of the voting power of shares eligible to vote in the election of our directors. After the completion of this offering, Blackstone will be party to a stockholders agreement as described in “Certain Relationships and Related Person Transactions—Stockholders Agreements” and will beneficially own or control approximately 50.4% of the voting power of our shares eligible to vote in the election of our directors (or 49.5% if the underwriters exercise in full their option to purchase additional shares of common stock). To the extent that Blackstone beneficially owns or controls majority of the voting power of shares eligible to vote in the election of our directors, we will be a “controlled company” within the meaning of Nasdaq corporate governance standards. Under these corporate governance standards, a company of which more than 50% of the voting power in the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements. For example, controlled companies:

•

are not required to have a board of directors that is composed of a majority of “independent directors,” as defined under Nasdaq rules;

•

are not required to have a compensation committee that is composed entirely of independent directors; and

•

are not required to have director nominations be made, or recommended to the full board of directors, by a majority of its independent directors or by a nominations committee that is composed entirely of independent directors.

If we were to become a “controlled company” and rely on such “controlled company” exemptions from these corporate governance requirements in the future, you would not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of Nasdaq.

We are an “emerging growth company,” and we cannot be certain if the reduced reporting and disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an “emerging growth company” as defined in the JOBS Act. We will remain an “emerging growth company” until the earliest to occur of:

•

the last day of the fiscal year during which our total annual revenue equals or exceeds $1.235 billion (subject to adjustment for inflation);

•

the last day of the fiscal year following the fifth anniversary of this offering;

•

the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt; or

•

the date on which we are deemed to be a “large accelerated filer” under the Exchange Act.

Table of Contents

We may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including but not limited to, 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 executive compensation and stockholder approval of any golden parachute payments not previously approved.

In addition, the JOBS Act permits an emerging growth company like us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We have elected to use this extended transition period until we are no longer an emerging growth company or until we affirmatively and irrevocably opt out of the extended transition period. Accordingly, this election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies. When a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, will 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. As a result, our financial statements may not be comparable to the financial statements of companies that comply with new or revised accounting pronouncements as of public company effective dates.

Investors may find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our per share trading price may be materially adversely affected and more volatile.

We will incur increased costs and become subject to additional regulations and requirements as a result of becoming a public company, which could lower our profits, make it more difficult to run our business or divert management’s attention from our business.

As a public company, we will be required to commit significant resources and management time and attention to the requirements of being a public company, which will cause us to incur significant legal, accounting and other expenses that we have not incurred as a private company, including costs associated with public company reporting requirements. We also will incur costs associated with the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and related rules implemented by the SEC and Nasdaq, and compliance with these requirements will place significant demands on our legal, accounting, and finance staff and on our financial and information systems. In addition, we might not be successful in implementing these requirements. The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly, although we are currently unable to estimate these costs with any degree of certainty. These laws and regulations also could make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as our executive officers. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our common stock, fines, sanctions and other regulatory action and potentially civil litigation.

Failure to comply with requirements to design, implement and maintain effective internal controls could have a material adverse effect on our business and stock price.

As a privately held company, we were not required to evaluate our internal control over financial reporting in a manner that meets the standards of publicly traded companies required by Section 404.

As a public company, we will have significant requirements for enhanced financial reporting and internal controls. The process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. If we are unable to establish or maintain appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations on a timely basis, result in material misstatements in our consolidated financial statements, and harm our results of operations. In addition, we will be required, pursuant to Section 404, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting in the second annual report following the completion of this offering. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. The rules governing the standards that must be met for our management to assess our internal control over financial reporting are complex and require significant documentation, testing, and possible remediation. Testing and maintaining internal controls may divert our management’s attention from other matters that are important to our business.

We are currently in the process of updating our control processes and automating certain of our procedures and systems in anticipation of becoming a public company, but our internal controls over financial reporting currently do not meet all of the standards

Table of Contents

contemplated by Section 404 that we will eventually be required to meet. Because we currently do not have comprehensive documentation of our internal controls and have not yet tested our internal controls in accordance with Section 404, we cannot conclude in accordance with Section 404 that we do not have a material weakness in our internal controls or a combination of significant deficiencies that could result in the conclusion that we have a material weakness in our internal controls incremental to the material weakness in our internal control over financial reporting that we previously identified. See “—Risks Relating to Financial and Accounting Matters—We have identified a material weakness in our internal control over financial reporting. If our remediation of such material weakness is not effective, or if we experience additional material weaknesses in the future or otherwise fail to develop and maintain effective internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable laws and regulations could be impaired.”

In connection with updating our control processes and the implementation of the necessary procedures and practices related to internal control over financial reporting, we may identify deficiencies that we may not be able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements of Section 404. In addition, we may encounter problems or delays in completing the remediation of any deficiencies identified by our independent registered public accounting firm in connection with the issuance of their attestation report (once required). Our testing, or the subsequent testing (if required) by our independent registered public accounting firm, may reveal incremental deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses. Any material weaknesses could result in a material misstatement of our annual or quarterly consolidated financial statements or disclosures that may not be prevented or detected.

If securities or industry analysts do not publish research or reports about our business, or if they downgrade their recommendations regarding our common stock, our stock price and trading volume could decline.

The trading market for our common stock will be influenced by the research and reports that industry or securities analysts publish about us or our business. If any of the analysts who cover us downgrade our common stock or publish inaccurate or unfavorable research about our business, our common stock price may decline. If analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our common stock price or trading volume to decline and our common stock to be less liquid.

There has been no prior market for our common stock and an active trading market for our common stock may never develop or be sustained, which may cause shares of our common stock to trade at a discount from their initial offering price and make it difficult to sell the shares of common stock you purchase.

Prior to this offering, there has not been a public trading market for shares of our common stock. The initial public offering price per share of common stock will be determined by agreement among us and the representatives of the underwriters and may not be indicative of the price at which shares of our common stock will trade in the public market after this offering. If you purchase shares of our common stock, you may not be able to resell those shares at or above the initial public offering price. We cannot predict the extent to which investor interest in the Company will lead to the development of an active trading market on Nasdaq or how liquid that market might become. An active public market for our common stock may not develop or be sustained after the offering. If an active public market does not develop or is not sustained, it may be difficult for you to sell your shares of common stock at a price that is attractive to you, or at all. The market price of our common stock may decline below the initial public offering price.

The market price of shares of our common stock may be volatile or may decline regardless of our operating performance, which could cause the value of your investment to decline.

Even if a trading market develops, the market price of our common stock may be highly volatile and could be subject to wide fluctuations. Securities markets worldwide experience significant price and volume fluctuations. This market volatility, as well as general economic, market, industry or political conditions, could reduce the market price of shares of our common stock, regardless of our operating performance. In addition, our operating results could be below the expectations of public market analysts and investors due to a number of potential factors, including variations in our quarterly operating results or dividends, if any, to stockholders, additions or departures of key management personnel, failure to meet analysts’ earnings estimates, publication of research reports about our industry, litigation and government investigations, changes or proposed changes in laws or regulations or differing interpretations or enforcement thereof affecting our business, adverse market reaction to any indebtedness we may incur or securities we may issue in the future, changes in market valuations of similar companies or speculation in the press or investment community, announcements by our competitors of significant contracts, acquisitions, dispositions, strategic partnerships, joint ventures, or capital commitments, adverse publicity about the industries we participate in or individual scandals, and in response the market price of shares of our common stock could decrease significantly. You may be unable to resell your shares of common stock at or above the initial public offering price.

Table of Contents

Stock markets and the price of our common stock may experience extreme price and volume fluctuations. In the past, following periods of volatility in the overall market and the market price of a company’s securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources.

Because we have no current plans to pay cash dividends on our common stock, you may not receive any return on your investment unless you sell your common stock for a price greater than that which you paid for it.

We have no current plans to pay cash dividends following this offering. The declaration, amount and payment of any future dividends on shares of our common stock will be at the sole discretion of our board of directors. Our board of directors may take into account general and economic conditions, our financial condition and results of operations, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions and implications on the payment of dividends by us to our stockholders or by our subsidiaries to us and such other factors as our board of directors may deem relevant. In addition, our ability to pay dividends is limited by our Senior Secured Credit Facilities and may be limited by covenants of other indebtedness we or our subsidiaries incur in the future. As a result, you may not receive any return on an investment in our common stock unless you sell your shares of our common stock for a price greater than that which you paid for it.

Investors in this offering will suffer immediate and substantial dilution.

The initial public offering price per share of common stock will be substantially higher than our pro forma net tangible book deficit per share immediately after this offering. As a result, you will pay a price per share of common stock that substantially exceeds the per share book deficit of our tangible assets after subtracting our liabilities. In addition, you will pay more for your shares of common stock than the amounts paid by the pre-IPO owners. See “Dilution.”

You may be diluted by the future issuance of additional common stock in connection with our incentive plans, acquisitions or otherwise.

After this offering we will have 6,833,519,473 shares of common stock authorized but unissued (after giving effect to the 1.3-for-1 forward stock split). Our amended and restated certificate of incorporation authorizes us to issue these shares of common stock and options, rights, warrants and appreciation rights relating to common stock for the consideration and on the terms and conditions established by our board of directors in its sole discretion, whether in connection with acquisitions or otherwise. Additionally, we have reserved an aggregate of 24,200,000 shares of common stock for issuance under our Omnibus Incentive Plan. For additional information concerning the awards under our Omnibus Incentive Plan that we intend to grant in connection with this offering or that will be outstanding at the time of this offering, see “Summary—The Offering.” There are also 4,900,000 shares of common stock reserved for issuance under our ESPP. Any common stock that we issue, including under our Omnibus Incentive Plan, our ESPP, other equity incentive plans that we may adopt in the future or in satisfaction of the post-conversion earnout share liability, would dilute the percentage ownership held by the investors who purchase common stock in this offering.

We may issue preferred stock whose terms could materially adversely affect the voting power or value of our common stock.

Our amended and restated certificate of incorporation will authorize us to issue, without the approval of our stockholders, one or more series of preferred stock having such designations, preferences, limitations and relative rights, including preferences over our common stock respecting dividends and distributions, as our board of directors may determine. The terms of one or more series of preferred stock could adversely impact the voting power or value of our common stock. For example, we might grant holders of preferred stock the right to elect some number of our directors in all events or on the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences we might assign to holders of preferred stock could affect the residual value of the common stock.

If we or our existing investors sell additional shares of our common stock after this offering or are perceived by the public markets as intending to sell them, the market price of our common stock could decline.

The sale of substantial amounts of shares of our common stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of shares of our common stock. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell shares of our common stock in the future at a time and at a price that we deem appropriate. Upon completion of this offering, we will have a total of 166,480,527 shares of our common stock outstanding. All of the shares of our common stock sold in this offering will be freely tradable without restriction or further registration under the Securities Act, by persons other than our “affiliates,” as that term is defined under Rule 144 of the Securities Act. See “Shares Eligible for Future Sale.”

Table of Contents

The remaining outstanding 147,480,527 shares of common stock held by our pre-IPO owners and management after this offering will be subject to certain restrictions on resale. We, our officers, directors, certain pre-IPO owners and holders of approximately 96% of our outstanding capital stock immediately prior to this offering, including our Principal Stockholders, will sign lock-up agreements with the underwriters that will, subject to certain customary exceptions, restrict the sale of the shares of our common stock held by them for 180 days following the date of this prospectus. Any two representatives, on behalf of the underwriters, may, in their sole discretion, release all or any portion of the shares of common stock subject to lock-up agreements. See “Underwriting (Conflicts of Interest)” for a description of these lock-up agreements. See “Shares Eligible for Future Sale—Lock-Up Agreements.”

Upon the expiration of the lock-up agreements described above, all of such shares will be eligible for resale in the public market, subject, in the case of shares held by our affiliates, to volume, manner of sale and other limitations under Rule 144. We expect that our Principal Stockholders will continue to be considered affiliates following the expiration of the lock-up period based on their expected share ownership and their board nomination rights. Certain of our other stockholders may also be considered affiliates at that time. However, subject to the expiration or waiver of the 180-day lock-up period, the holders of these shares of common stock will have the right, subject to certain exceptions and conditions, to require us to register their shares of common stock under the Securities Act, and they will have the right to participate in future registrations of securities by us. Registration of any of these outstanding shares of common stock would result in such shares becoming freely tradable without compliance with Rule 144 upon effectiveness of the registration statement. See “Shares Eligible for Future Sale.”

We intend to file one or more registration statements on Form S-8 under the Securities Act to register shares of our common stock or securities convertible into or exchangeable for shares of our common stock issued pursuant to our equity compensation plans. Any such Form S-8 registration statements will automatically become effective upon filing. Accordingly, shares registered under such registration statements will be available for sale in the open market.

In the future, we may also issue our securities in connection with investments or acquisitions. The amount of shares of our common stock issued in connection with an investment or acquisition could constitute a material portion of our then outstanding shares of common stock. As the lock-up period or other restrictions on resale end, the market price of our shares of common stock could drop significantly if the holders of these restricted shares sell them or are perceived by the market as intending to sell them. These factors could also make it more difficult for us to raise additional funds through future offerings of our common stock or other securities or to use our common stock as consideration for acquisitions of other businesses, investments or other corporate purposes.

Anti-takeover provisions in our organizational documents and Delaware law might discourage or delay acquisition attempts for us that you might consider favorable.

Our amended and restated certificate of incorporation and amended and restated bylaws that will become effective immediately prior to the consummation of this offering will contain provisions that may make the merger or acquisition of our company more difficult without the approval of our board of directors. Among other things, these provisions:

•

would allow us to authorize the issuance of shares of one or more series of preferred stock, including in connection with a stockholder rights plan, financing transactions or otherwise, the terms of which series may be established and the shares of which may be issued without stockholder approval, and which terms may include super voting rights, special approval rights, special or preferential rights to dividends or distributions upon a liquidation, dissolution or winding up, conversion rights, redemption rights, or other rights, powers, or preferences prior or superior to the rights of the holders of common stock;

•

prohibit stockholder action by consent in lieu of a meeting at any time when Blackstone ceases to be entitled to designate a Designated Director (as defined herein) unless such action is recommended by all directors then in office;

•

provide for certain limitations on convening special stockholder meetings; and

•

establish advance notice requirements for nominations for elections to our board of directors or for proposing other items of business that can be acted upon by stockholders at annual or special meetings.

We have elected not to be governed by Section 203 of the General Corporation Law of the State of Delaware (the “DGCL”), which is Delaware’s anti-takeover statute that, subject to certain exceptions and approvals, restricts “business combinations,” including specified mergers, asset sales, stock sales and other transactions, between a corporation and its subsidiaries, on the one hand, and any interested stockholder (generally defined to mean a person who, together with such person’s affiliates and associates, owns 15% or more of the outstanding voting stock of the corporation), on the other, for a three-year period following the time the person became an interested stockholder. However, our amended and restated certificate of incorporation contains similar provisions providing that we may not engage in certain “business combinations” with any “interested stockholder” for a three-year period

Table of Contents

following the time that the stockholder became an interested stockholder, unless the transaction fits within an enumerated exception, such as board approval of the business combination or the transaction that resulted in a person becoming an interested stockholder prior to the time such person became an interested stockholder. Our amended and restated certificate of incorporation provides that our Principal Stockholders and their affiliates, and any of their respective direct or indirect transferees, and any group as to which such persons are a party, do not constitute “interested stockholders” for purposes of this provision. See “Description of Capital Stock—Anti-Takeover Effects of Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws and Certain Provisions of Delaware Law—Business Combinations.” These anti-takeover provisions and other provisions under Delaware law could discourage, delay or prevent a transaction involving a change in control of our company, including actions that our stockholders may deem advantageous, or negatively affect the trading price of our common stock. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and to cause us to take other corporate actions you desire. For further discussion of these and other such anti-takeover provisions, see “Description of Capital Stock—Anti-Takeover Effects of Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws and Certain Provisions of Delaware Law.”

Our amended and restated certificate of incorporation will designate the Court of Chancery of the State of Delaware or the federal district courts of the United States of America, as applicable, as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with the Company or the Company’s directors, officers, or other employees.

Our amended and restated certificate of incorporation will provide that, unless we consent to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by law, be the sole and exclusive forum for: (i) any derivative action or proceeding brought on our behalf; (ii) any action asserting a breach of fiduciary duty owed by any current or former director, officer, stockholder or employee of the company to the company or our stockholders; (iii) any action asserting a claim against us arising under the DGCL, our amended and restated certificate of incorporation or our bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware; or (iv) any action asserting a claim against us that is governed by the internal affairs doctrine.

Our amended and restated certificate of incorporation further will provide that, unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States of America will be the exclusive forum for the resolution of any cause of action arising under the federal securities laws of the United States, including, in each case, the applicable rules and regulations promulgated thereunder.

Any person or entity purchasing or otherwise acquiring any interest in any shares of our capital stock shall be deemed to have notice of and to have consented to the forum provision in our amended and restated certificate of incorporation. This choice-of-forum provision may limit a stockholder’s ability to bring a claim in a different judicial forum, including one that it may find favorable or convenient for a specified class of disputes with the Company or the Company’s directors, officers, other stockholders, or employees or result in increased costs for a stockholder to bring a claim, particularly if they do not reside in or near Delaware, each of which may discourage lawsuits against us or our directors, officers, other stockholders, or employees. Alternatively, if a court were to find this provision of our amended and restated certificate of incorporation inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially adversely affect our business, financial condition, and results of operations and result in a diversion of the time and resources of our management and board of directors.

Our common stock price may be volatile, and the value of our common stock may decline.

The market price of our common stock may be highly volatile and may fluctuate or decline substantially as a result of a variety of factors, some of which are beyond our control, including:

•

actual or anticipated fluctuations in our financial condition or results of operations;

•

failure of securities analysts to initiate or maintain coverage of our company, variance in our financial performance from expectations of securities analysts or our failure to meet these estimates or the expectations of investor;

•

changes in the pricing of licenses to our products;

•

changes in our projected operating and financial results;

•

anticipated or actual changes in laws or regulations applicable to our platform and products;

•

announcements by us or our competitors of significant business developments, acquisitions, or new products;

Table of Contents

•

significant security incidents, including cyber-attacks, data or security breaches, disruptions to or other incidents involving our software, data or systems;

•

our involvement in threatened or actual litigation or governmental investigations;

•

future sales of our common stock by us or our stockholders, as well as the anticipation of lock-up releases;

•

changes in our board of directors, senior management or key personnel;

•

the issuance of new or changed securities analysts’ reports or recommendations;

•

the trading volume of our common stock;

•

changes in the anticipated future size and growth rate of our market;

•

short sales, hedging and other derivative transactions involving our common stock;

•

changes in our capital structure, such as future issuances of debt or equity securities; and

•

economic and market conditions in general, or in our industry in particular.

Broad market and industry fluctuations, as well as general economic, political, regulatory, and market conditions, may also negatively impact the market price of our common stock. In addition, technology stocks, including those of our competitors, have historically experienced high levels of volatility. In the past, companies that have experienced volatility in the market price of their securities have been subject to securities class action litigation. We may be the target of this type of litigation in the future, which could result in substantial expenses and divert our management’s attention and harm our business, financial condition and results of operations.

Risks Related to Our Indebtedness

Our substantial indebtedness could adversely affect our financial condition, our ability to operate our business, react to changes in the economy or our industry, pay our debts and could divert our cash flow from operations for debt payments.

We have a substantial amount of debt, which requires significant interest and principal payments. As of March 31, 2026 we had $1,850.4 million in total indebtedness outstanding. After the offering, we expect to have $1,493.1 million in total indebtedness outstanding. See “Description of Certain Indebtedness.” Subject to the limits contained in the Credit Agreement (as defined herein) that governs the Senior Secured Credit Facilities, we may be able to incur substantial additional debt from time to time to finance working capital, capital expenditures, investments or acquisition, or for other purposes. See “Description of Certain Indebtedness.” If we do so, the risks related to our high level of debt could increase. Specifically, our high level of debt could have important consequences, including the following:

•

it may be difficult for us to satisfy our obligations, including debt service requirements under our outstanding debt;

•

our ability to obtain additional financing for working capital, capital expenditures, debt service requirements, acquisitions or other general corporate purposes may be impaired;

•

requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, therefore reducing our ability to use our cash flow to fund our operations, capital expenditures, future business opportunities and other purposes;

•

we are more vulnerable to economic downturns and adverse industry conditions and our flexibility to plan for, or react to, changes in our business or industry is more limited;

•

our ability to capitalize on business opportunities and to react to competitive pressures, as compared to our competitors, may be compromised due to our high level of debt and the restrictive covenants in the Credit Agreement that governs the Senior Secured Credit Facilities;

•

our ability to borrow additional funds or to refinance debt may be limited; and

•

it may cause potential or existing customers to not contract with us due to concerns over our ability to meet our financial obligations.

We are a holding company, and our consolidated assets are owned by, and our business is conducted through, our subsidiaries. Revenue from these subsidiaries is our primary source of funds for debt payments and operating expenses. If our subsidiaries are restricted from making distributions to us, our ability to meet our debt service obligations or otherwise fund our operations may be impaired. Moreover, there may be restrictions on payments by subsidiaries to their parent companies under applicable laws, including

Table of Contents

laws that require companies to maintain minimum amounts of capital and to make payments to stockholders only from profits. As a result, although a subsidiary of ours may have cash, we may not be able to obtain that cash to satisfy our obligation to service our outstanding debt or fund our operations.

Our ability to make scheduled payments on and to refinance our indebtedness depends on and is subject to our financial and operating performance, which in turn is affected by general and regional economic, financial, competitive, business and other factors, all of which are beyond our control, including the availability of financing in the international banking and capital markets. We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us in an amount sufficient to enable us to service our debt, to refinance our debt or to fund our other liquidity needs. For the three months ended March 31, 2026, our cash flows dedicated for debt service requirements totaled $40.2 million, which includes principal payments of $4.6 million and interest payments of $35.6 million. For the three months ended March 31, 2026, our net cash provided by operating activities was $87.2 million, which includes interest paid. As such, our cash flows from operating activities, before giving effect to the payment of interest, was $122.8 million. For the three months ended March 31, 2026, approximately 32.7% of our net cash provided by operating activities, before giving effect to the payment of interest, was dedicated to debt service, both principal and interest. If our cash flows and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations, seek additional debt or equity capital or restructure or refinance our indebtedness. Further, any refinancing or restructuring of our indebtedness could be at higher interest rates and may require us to comply with more onerous covenants that could further restrict our business operations. Moreover, in the event of a default, the holders of our indebtedness could elect to declare such indebtedness be due and payable and/or elect to exercise other rights, such as the lenders under the New Revolving Credit Facility terminating their commitments thereunder and ceasing to make further loans or the lenders under our Senior Secured Credit Facilities instituting foreclosure proceedings against their collateral, any of which could materially adversely affect our results of operations and financial condition.

Furthermore, we amended the Credit Agreement governing our Senior Secured Credit Facilities in order to transition our dollar-denominated Senior Secured Credit Facilities to the use of the Secured Overnight Financing Rate (“SOFR”) as a replacement for LIBOR. The composition and characteristics of SOFR are not the same as those of LIBOR. As a result, SOFR or any alternative reference rate may not perform in the same way as LIBOR would have at any time, including, without limitation, as a result of changes in interest and yield rates in the market, market volatility, or global or regional economic, financial, political, regulatory, judicial, or other events. Although SOFR appears to be the preferred replacement rate for U.S. dollar LIBOR, and its use continues to steadily grow, at this time it is not possible to predict the effect of any such changes, any establishment of alternative reference rates, or other reforms to LIBOR that may be enacted in the United States, United Kingdom, or elsewhere. With limited operating history, it remains unknown whether SOFR will continue to evolve and what the effects of its implementation may be on the markets for financial instruments. Disruption in the financial market could have a material adverse effect on our business, financial condition, and results of operations.

Our debt agreements impose significant operating and financial restrictions on our subsidiaries, which could prevent us from capitalizing on business opportunities.

The Credit Agreement that governs the Senior Secured Credit Facilities impose significant operating and financial restrictions on our subsidiaries. These restrictions limit the ability of our subsidiaries to, among other things:

•

incur additional indebtedness and make guarantees;

•

create liens on assets;

•

enter into sale and leaseback transactions;

•

engage in mergers or consolidations;

•

sell assets;

•

make fundamental changes;

•

pay dividends and distributions or repurchase our capital stock;

•

make investments, loans and advances, including acquisitions;

•

engage in certain transactions with affiliates;

•

make changes in the nature of their business; and

•

make prepayments of junior debt.

Table of Contents

As a result of these restrictions, we are limited as to how we conduct our business and we may be unable to raise additional debt or equity financing to compete effectively or to take advantage of new business opportunities. The terms of any future indebtedness we may incur could include similar or more restrictive covenants. We cannot assure you that we will be able to maintain compliance with these covenants in the future and, if we fail to do so, that we will be able to obtain waivers from the lenders or amend the covenants.

Our failure to comply with the restrictive covenants described above as well as other terms of our other indebtedness or the terms of any future indebtedness from time to time could result in an event of default, which, if not cured or waived, could result in our being required to repay these borrowings before their due date. If we are forced to refinance these borrowings on less favorable terms or are unable to refinance these borrowings, our results of operations and financial condition could be adversely affected.

Servicing our indebtedness will require a significant amount of cash. Our ability to generate sufficient cash depends on many factors, some of which are not within our control.

Our ability to make payments on our indebtedness and to fund planned capital expenditures will depend on our ability to generate cash in the future. To a certain extent, this is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. If we are unable to generate sufficient cash flow to service our debt and meet our other commitments, we may need to restructure or refinance all or a portion of our debt, sell material assets or operations or raise additional debt or equity capital. We may not be able to affect any of these actions on a timely basis, on commercially reasonable terms or at all, and these actions may not be sufficient to meet our capital requirements. In addition, the terms of our existing or future debt arrangements could restrict us from effecting any of these alternatives.

Despite our current level of indebtedness, we may still be able to incur substantially more debt. This could further exacerbate the risks to our financial condition described above.

We may be able to incur significant additional indebtedness in the future, and we may do so to, among other things, fund acquisitions as part of our growth strategy. Although the Credit Agreement that governs the Senior Secured Credit Facilities contains restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and we could incur substantial additional indebtedness in compliance with these restrictions. Any such additional indebtedness would increase our leverage, requiring us to devote more of our cash flow from operations to the payment of principal and interest on such indebtedness and increasing our vulnerability to general economic and industry conditions. These restrictions also will not prevent us from incurring obligations that do not constitute indebtedness. Our Senior Secured Credit Facilities include uncommitted incremental facilities that will allow us the option to increase the amount available under such facilities. See “Description of Certain Indebtedness.” Availability of such incremental facilities will be subject to satisfaction of applicable conditions and the receipt of commitments by existing or additional financial institutions.

Table of Contents

Forward-Looking Statements

This prospectus contains forward-looking statements that reflect our current views with respect to, among other things, our operations, our financial performance, and our industry. Forward-looking statements include all statements that are not historical facts. These forward-looking statements are included throughout this prospectus, including in the sections entitled “Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Business” and relate to matters such as our industry, business strategy, goals and expectations concerning our market position, future operations, margins, profitability, capital expenditures, liquidity and capital resources, and other financial and operating information. We may, in some cases, use words such as “anticipate,” “assume,” “believe” “contemplate,” “continue,” “could,” “estimate,” “expect,” “foreseeable,” “intend,” “may,” “plan,” “potentially,” “predict,” “project,” “seek,” “should,” “will,” or “would,” or similar words or phrases that convey uncertainty of future events or outcomes, to identify forward-looking statements in this prospectus. Factors that may cause actual results to differ from expected results include those described in “Risk Factors” and elsewhere in this prospectus.

The forward-looking statements contained in this prospectus are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Although we believe that the assumptions underlying the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance, or achievements. There are a number of factors, many of which are beyond our control, that could cause actual results to differ materially from the results anticipated by these forward-looking statements. For a more detailed discussion of these and other factors, see the information under the section “Risk Factors” herein and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this prospectus. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, our actual results may vary in material respects from those expressed or implied in these forward-looking statements.

The forward-looking statements included in this prospectus speak only as of the date of this prospectus or as of the date they are made, as applicable. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, investments, or other strategic transactions we may make. Except as otherwise required by law, we disclaim any intent or obligation to update any “forward-looking statement” made in this prospectus to reflect changed assumptions, the occurrence of unanticipated events, or changes to future operating results over time.

Table of Contents

Market and Industry Data

This prospectus includes market and industry data and forecasts that we have derived from independent consultant reports, publicly available information, various industry publications, other published industry sources, including the Altman Solon Report, SensorTower, eMarketer, 42matters and Glassdoor, and our internal data and estimates. Independent consultant reports, industry publications and other published industry sources generally indicate that the information contained therein was obtained from sources believed to be reliable.

Although we believe that these third-party sources are reliable, we do not guarantee the accuracy or completeness of this information, and neither we nor the underwriters have independently verified this information. Some market data and statistical information are also based on our good faith estimates, which are derived from management’s knowledge of our industry and such independent sources referred to above. Certain market, ranking and industry data included elsewhere in this prospectus, including the size of certain markets and our size or position and the positions of our competitors within these markets, including our services relative to our competitors, are based on estimates of our management. These estimates have been derived from our management’s knowledge and experience in the markets in which we operate, as well as information obtained from surveys, reports by market research firms, our customers, distributors, suppliers, trade and business organizations and other contacts in the markets in which we operate and have not been verified by independent sources. Unless otherwise noted, all of our market share and market position information presented in this prospectus is an approximation. Our market share and market position in each of our lines of business, unless otherwise noted, is based on our sales relative to the estimated sales in the markets we served. References herein to our being a leader in a market or product category refer to our belief that we have a leading market share position in each specified market, unless the context otherwise requires. As there are no publicly available sources supporting this belief, it is based solely on our internal analysis of our sales as compared to our estimates of sales of our competitors. In addition, the discussion herein regarding our various end markets is based on how we define the end markets for our products, which products may be either part of larger overall end markets or end markets that include other types of products and services.

In preparing the Altman Solon Report, a November 2025 study that we commissioned, Altman Solon US, LP (“Altman Solon”) has made assumptions regarding, among other things, (i) the continued engagement of mobile users with mobile devices and applications, (ii) the ongoing participation and investment of advertisers within the in-app ecosystem, (iii) the sustainability and scalability of third-party ad technology business models, (iv) the persistence of performance-driven advertising and user-acquisition strategies, and (v) the potential evolution and integration of artificial-intelligence-driven applications and conversational interfaces (including AI chatbots) into the broader app ecosystem. These assumptions reflect Altman Solon’s judgment as of the date of its analysis; however, they are inherently uncertain and subject to factors beyond Altman Solon’s control.

Certain internal data and estimates are based upon information obtained from trade and business organizations and other contacts in the markets in which we operate, internal surveys, and our management’s understanding of industry conditions. Although we believe that such information is reliable, we have not had this information verified by any independent sources.

In addition, assumptions and estimates of our and our industry’s future performance are subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors.” These and other factors could cause our future performance to differ materially from our assumptions and estimates. See “Forward-Looking Statements.” As a result, you should be aware that market, ranking, and other similar industry data included in this prospectus, and estimates and beliefs based on that data, may not be reliable. Neither we nor the underwriters can guarantee the accuracy or completeness of any such information contained in this prospectus.

Table of Contents

Trademarks, Service Marks, Trade Names and Copyrights

We own or have the right to use the trademarks, service marks, trade names and copyrights used in connection with our business. All trademarks, service marks, trade names and copyrights referred to in this prospectus are the property of their respective owners. Solely for convenience, the trademarks, service marks, trade names and copyrights referred to in this prospectus are without the ® and TM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights to these trademarks, service marks, trade names and copyrights.

Table of Contents

Use of Proceeds

We estimate that the proceeds to us from this offering at an assumed initial public offering price of $21.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and before estimated offering expenses, will be approximately $377.1 million (or $433.6 million if the underwriters exercise in full their option to purchase additional shares of common stock). A $1.00 increase or decrease in the assumed initial public offering price of $21.00 per share would increase or decrease, as applicable, the proceeds to us from this offering by approximately $18.0 million, assuming the number of shares offered by us remains the same as set forth on the cover page of this prospectus and after deducting the estimated underwriting discounts and commissions. An increase or decrease of 1,000,000 shares in the expected number of shares to be sold by us in the offering, assuming no change in the initial offering price per share and after deducting the estimated underwriting discounts and commissions, would increase or decrease, as applicable, the proceeds to us from this offering by approximately $19.8 million.

We intend to use the proceeds (net of underwriting discounts and commissions) to us from the issuance of shares in this offering to repay outstanding indebtedness under our New Term Loan Facility totaling approximately $357.3 million (or $413.8 million if the underwriters exercise in full their option to purchase additional shares of common stock) and the remainder for general corporate purposes and to bear all of the expenses of this offering. We estimate these offering expenses (excluding underwriting discounts and commissions) will be approximately $19.8 million.

The New Term Loan Facility matures on September 8, 2032. Borrowings under the New Term Loan Facility bear interest, at our option, either (i) Term SOFR for the relevant interest period (subject to a floor of 0.50% per annum), plus an applicable margin or (ii) a base rate equal to the highest of (a) the rate of interest in effect as last quoted by the Wall Street Journal as the “Prime Rate” in the United States, (b) the federal funds effective rate plus 0.50% and (c) Term SOFR for an interest period of one month plus 1.00% (subject to a floor of 1.50% per annum), plus an applicable margin. See “Description of Certain Indebtedness.” The proceeds from the New Term Loan Facility were used by us to provide for an incremental borrowing of an aggregate principal amount of $283.0 million in order to fund a distribution to stockholders.

Table of Contents

Dividend Policy

We have no current plans to pay dividends on our common stock following this offering. Any decision to declare and pay dividends in the future will be made at the sole discretion of our board of directors and will depend on, among other things, our results of operations, cash requirements, financial condition, contractual restrictions and other factors that our board of directors may deem relevant. Because we are a holding company and have no direct operations, we will only be able to pay dividends from funds we receive from our subsidiaries. In addition, our ability to pay dividends will be limited by covenants in our existing indebtedness and may be limited by the agreements governing any indebtedness we or our subsidiaries may incur in the future.

Table of Contents

Capitalization

The following table sets forth our consolidated cash and cash equivalents and capitalization as of March 31, 2026:

•

on an actual basis;

•

on a pro forma basis, giving effect to the Reclassification, the Conversion and the 1.3-for-1 forward stock split of our common stock; and

•

on a pro forma as adjusted basis, giving effect to the pro forma adjustments set forth above and the sale by us of shares of common stock in this offering at an assumed initial public offering price of $21.00 per share (the midpoint of the price range set forth on the cover page of this prospectus) and the application of the proceeds therefrom as described in “Use of Proceeds.”

The information below is illustrative only and our capitalization following this offering will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing. Cash and cash equivalents are not components of our total capitalization. You should read this table together with the other information contained in this prospectus, including “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical financial statements and related notes thereto included elsewhere in this prospectus.


	March 31, 2026
(in thousands, except per share amounts)	Actual			Pro Forma			Pro Forma As Adjusted(1)
Cash and cash equivalents	$	200,940		$	200,940		$	209,680
Long-term debt (including the current portion thereof and net of unamortized debt issuance costs)	$	1,816,083		$	1,816,083		$	1,458,799
Series A redeemable convertible preferred stock (par value $0.0001 per share, 1,000,000 shares authorized and 425,000 shares issued and outstanding on an actual basis, no shares authorized, issued, and outstanding on a pro forma basis and pro forma as adjusted basis)(2)	$	414,607		—			—
Common stock, Class A ($0.0001 par value – 120,000,000 shares authorized; 86,016,945 shares issued and outstanding on an actual basis; no shares authorized, issued and outstanding on a pro forma basis and pro forma as adjusted basis)	$	9		—			—
Common stock, Class B ($0.0001 par value – 60,000,000 shares authorized; 8,959,674 issued and outstanding on an actual basis; no shares authorized, issued and outstanding on a pro forma basis and pro forma as adjusted basis)	$	—		—			—
Common stock ($0.0001 par value – no shares issued, authorized and outstanding on an actual basis; 7,000,000,000 shares authorized, 147,480,527 issued and outstanding on a pro forma basis, 166,480,527 issued and outstanding on a pro forma as adjusted basis)(2)	$	—		$	15		$	17
Additional paid-in capital(3)	$	13,447		$	428,048		$	788,690
Accumulated other comprehensive loss	$	(1,104	)	$	(1,104	)	$	(1,104	)
Accumulated deficit(3)	$	(906,637	)	$	(906,637	)	$	(906,780	)
Total stockholders’ deficit	$	(894,285	)	$	(479,678	)	$	(119,177	)
Total capitalization	$	1,336,405		$	1,336,405		$	1,339,622

(1)

To the extent we change the number of shares of common stock sold by us in this offering from the shares we expect to sell or we change the initial public offering price from the $21.00 per share assumed initial public offering price, representing the midpoint of the price range set forth on the cover page of this prospectus, or any combination of these events occurs, the net proceeds to us from this offering and each of as adjusted cash, total stockholders’ equity and total capitalization may increase or decrease. A $1.00 increase (decrease) in the assumed initial public offering price per share, assuming no change in the number of shares to be sold, would increase (decrease) the net proceeds that we receive in this offering and each of as adjusted cash, total stockholders’ equity and total capitalization by approximately $18.0 million. An increase (decrease) of 1,000,000 shares in the expected number of shares to be sold by us in the offering, assuming no change in the assumed initial offering price per share, would increase (decrease) our net proceeds from this offering and each of as adjusted cash, total stockholders’ equity and total capitalization by approximately $19.8 million.

(2)

On June 30, 2025, General Atlantic acquired an approximate 14.5% minority stake, on a fully diluted basis, in the Company in the form of 425,000 shares of Series A Redeemable Convertible Preferred Stock, par value $0.0001 per share (the “Series A Redeemable Convertible Preferred Stock”), for a total cash consideration of $425.0 million. This investment was affected legally through a secondary purchase of (a) 17,452,528 shares of outstanding common equity from existing stockholders and (b) 1,358,877 vested options and stock appreciation rights granted in respect of common equity from employees of the Company. The Series A Redeemable Convertible Preferred Stock is convertible – either at the option of the holder or mandatorily upon an IPO – into Class A Shares at the applicable conversion rate, initially 43.4594 shares per preferred share, subject to adjustment for stock splits, dividends, recapitalizations, pricing of this offering below the conversion price, and the payment of certain earnout obligations under a December 18, 2020 merger agreement (the “earnout adjustment”). The share and per share information in the preceding sentences of this Note (2) do not give effect to the 1.3-for-1 forward split of our common stock, which will occur

Table of Contents

after the effectiveness of the registration statement of which this prospectus forms a part and prior to the closing of this offering. In the event the Company makes a payment in respect of its existing earn-out obligations subsequent to conversion, the Company will deliver an incremental number of shares of Class A Shares to those shareholders who held the Series A Redeemable Convertible Preferred Stock at the time they were converted into Class A Shares prior to such earnout obligation payment, subject to certain transfer rules and limitations, equal to the number of shares of Class A Shares such former holders of Series A Redeemable Convertible Preferred Stock would have incrementally been entitled to upon conversion of such shares of Series A Redeemable Convertible Preferred Stock, had such earn-out payment been made by the Company prior to the conversion of such shares of Series A Redeemable Convertible Preferred Stock. The Series A Redeemable Convertible Preferred Stock will, by its terms, automatically convert into common stock after the effectiveness of the registration statement of which this prospectus forms a part and prior to the closing of this offering. Immediately following the Conversion and the 1.3-for-1 forward split of our common stock, General Atlantic will hold 24,011,299 shares of our common stock. If the earn-out obligation is earned in full and our stock is valued at that time at $21.00, which is the midpoint of the price range set forth on the cover page of this prospectus, we would have to issue 808,531 shares of common stock in satisfaction of our obligation to such former holders of Series A Redeemable Convertible Preferred Stock (giving effect to the 1.3-for-1 forward split of our common stock). See Note 7 to our unaudited condensed consolidated financial statements included elsewhere in this prospectus. For additional information, see the section titled “Certain Relationships and Related Person Transactions–General Atlantic Investment.”

(3)

Upon the completion of the offering, the Company will recognize stock-based compensation expenses related to certain share-based awards with performance conditions. See Note 8 to our unaudited condensed consolidated financial statements included elsewhere in this prospectus.

Table of Contents

Dilution

Information in this Dilution section reflects a 1.3-for-1 forward split of our common stock to occur after the effectiveness of the registration statement of which this prospectus forms a part and prior to the closing of this offering.

If you invest in shares of our common stock in this offering, your investment will be immediately diluted to the extent of the difference between the initial public offering price per share of common stock and the pro forma net tangible book value per share of common stock after this offering. Dilution results from the fact that the per share offering price of the shares of common stock is substantially in excess of the as adjusted net tangible book value per share attributable to our existing owners.

Our pro forma net tangible book value (deficit) as of March 31, 2026 was approximately $(1,821.2) million, or $(12.35) per share of common stock. Pro forma net tangible book value (deficit) represents the amount of total tangible assets less total liabilities, and pro forma net tangible book value (deficit) per share of common stock represents pro forma net tangible book value (deficit) divided by the number of shares of common stock outstanding.

After giving effect to this offering and the application of the proceeds therefrom as described in “Use of Proceeds,” our pro forma net tangible book value (deficit) as of March 31, 2026, would have been $(1,460.7) million, or $(8.77) per share of common stock. This represents an immediate increase in net tangible book value (deficit) of $3.58 per share of common stock to our existing owners and an immediate dilution of $29.77 per share of common stock to investors in this offering.

The following table illustrates this dilution on a per share of common stock basis assuming the underwriters do not exercise their option to purchase additional shares of common stock:


Assumed initial public offering price per share of common stock				$	21.00
Pro forma net tangible book value (deficit) per share of common stock as of March 31, 2026, before giving effect to this offering	$	(12.35	)
Increase in as adjusted net tangible book value per share of common stock attributable to investors in this offering	$	3.58
Pro forma as adjusted net tangible book value (deficit) per share, immediately after this offering				$	(8.77	)
Dilution in pro forma as adjusted net tangible book value (deficit) per share to investors in this offering				$	29.77

The following table summarizes the total number of shares of common stock purchased from us, the total cash consideration paid to us, and the average price per share paid by existing owners and by new investors. As the table shows, new investors purchasing shares in this offering will pay an average price per share substantially higher than our existing owners paid. The table below reflects an assumed initial public offering price of $21.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, for shares purchased in this offering and excludes underwriting discounts and commissions and estimated offering expenses payable by us:


	Shares of Common Stock Purchased					Total Consideration					Average Price Per Share of
	Number		Percent			Amount		Percent			Common Stock
			(In thousands)
Pre-IPO owners(1)		147,480,527		88.6	%	$	1,912,993		82.7	%	$	12.97
Investors in this offering		19,000,000		11.4	%	$	399,000		17.3	%	$	21.00
Total		166,480,527		100	%	$	2,311,993		100	%	$	13.89

(1) The total consideration paid by our pre-IPO owners has not been adjusted for returns on such consideration arising from distributions

Each $1.00 increase in the assumed offering price of $21.00 per share would increase total consideration paid by investors in this offering by $18.0 million, assuming the number of shares offered by us remains the same and after deducting estimated underwriting discounts and commissions. A $1.00 decrease in the assumed initial public offering price per share would result in equal changes in the opposite direction.

Table of Contents

If the underwriters were to exercise in full their option to purchase 2,850,000 additional shares of our common stock from us, the percentage of shares of our common stock held by our pre-IPO owners would be 87.1% and the percentage of shares of our common stock held by new investors in this offering would be 12.9%.

The dilution information above is for illustrative purposes only. Our net tangible book deficit following the consummation of this offering is subject to adjustment based on the actual initial public offering price of our shares and other terms of this offering determined at pricing.

Table of Contents

Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our results of operations and financial condition in conjunction with the consolidated financial statements and related notes thereto included elsewhere in this prospectus. In addition to historical consolidated financial information, the following discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in the “Risk Factors” section of this prospectus. Actual results may differ materially from those contained in any forward-looking statements. Unless the context otherwise requires, references in this section to “Liftoff,” “we,” “our,” “us,” and the “Company” refer to Liftoff Mobile, Inc. and its consolidated subsidiaries.

Overview

Liftoff is a mission-critical growth monetization engine for the app economy. Our AI-powered platform is designed to serve all verticals in the app ecosystem and is fully integrated to drive differentiated advertising performance for our customers across the app economy. We deliver profitable users for app advertisers and help to maximize advertising revenue for apps that monetize with ads. For each of the years ended December 31, 2024 and 2025, and the three months ended March 31, 2026, 728, 881 and 878 Demand Side Customers, respectively, used our platform to acquire new users, and 126,509, 163,708 and 167,814 apps, respectively, have integrated our SDK to monetize their media inventory. Through these SDK integrations, in the first quarter of 2026, our platform connects to over 1.4 billion daily active users worldwide. We are built to grow as our customers grow: our models are continually improving, which enables us to deliver better performance for our customers, expanding our market opportunity and strengthening our role in the app economy.

The app ecosystem is massive — SensorTower estimates that during 2024 over five billion global mobile users spent an average of approximately three hours daily on apps. In this expanding market, app developers have two primary needs to grow their businesses. The first is user acquisition, which is acquiring engaged and high intent users with a lot of choices to drive growth; the other is user monetization, as in-app advertising is usually a core revenue driver for many apps. These needs are driving an expanding opportunity, with in-app ad spend projected to grow from $332 billion in 2025 to nearly $617 billion by 2030, according to the Altman Solon Report. Within this market, the Altman Solon Report estimates our serviceable addressable market for mobile, global in-app independent ad tech platforms to be approximately $79 billion in 2025, with an estimated growth trajectory of 11% CAGR through 2030, driven by strong growth across the app economy, particularly in verticals outside of gaming.

Table of Contents

We believe our technology platform, cross-vertical expertise, and business model create a powerful virtuous flywheel: as our customers grow, so do we. The combination of our unified DSP and SSP platform, proprietary Cortex neural network technology, and differentiated operating model enabling configurable modules, which we call Adapters, deliver differentiated performance for our customers, measured through ROAS and similar profitability-focused metrics. We have seen that, when our DSP meets or exceeds targets, customers often increase spend. Increased spend attracts more developers to use our SSP to monetize their inventory and users, growing our datasets. Ever-growing datasets improve our Cortex neural network technology, enhancing advertiser performance in a continuous cycle. This flywheel is further amplified by our Adapters: we believe that, by combining our models with Adapters, we boost customer performance, which enables us to capture a broader market and achieve compounding revenue growth. In addition, our non-gaming exposure drives a rich data set to build on — we utilized over $160 billion in in-app transaction data for the twelve months ended March 31, 2026. This flywheel drives synchronous growth with our ability to unlock incremental platform performance through customers: our LTM Core Advertising Net Dollar Retention of 130% for the period ended March 31, 2026 underscores the strength of our business model and durability of our growth. We consider ourselves well-positioned to grow with the app economy, fueling and benefiting from an expanding app market as our solutions drive higher advertiser spend.

For the three months ended March 31, 2026 and 2025, we generated:

•

Revenue of $205.6 million and $150.0 million, respectively, representing a year-over-year increase of 37%;

•

Core Advertising revenue of $204.7 million and $149.0 million, respectively, representing a year-over-year increase of 37%;

•

Net income of $49.3 million and $3.9 million, respectively, representing a year-over-year increase of $45.5 million, with a net income margin of 24% and 3%, respectively;

•

Adjusted EBITDA of $120.1 million and $77.9 million, respectively, representing Adjusted EBITDA Margins of 58% and 52%, respectively, and a year-over-year increase of 54%.

For the years ended December 31, 2025 and 2024, we generated:

•

Revenue of $685.7 million and $519.3 million, respectively, representing year-over-year growth of 32%;

•

Core Advertising revenue of $681.7 million and $483.4 million, respectively, representing year-over-year growth of 41%;

Table of Contents

•

Net loss of $23.1 million and $48.2 million, respectively, representing a year-over-year decrease of $25.1 million, with a net loss margin of (3)% and (9)%, respectively; and

•

Adjusted EBITDA of $374.4 million and $256.1 million, respectively, representing Adjusted EBITDA Margins of 55% and 49%, respectively, and year-over-year growth of 46%.

See the section titled “—Non-GAAP Financial Information” for a description of Adjusted EBITDA and Adjusted EBITDA Margin and a reconciliation of Adjusted EBITDA and Adjusted EBITDA Margin to net loss and net loss margin, the most directly comparable financial measures calculated in accordance with GAAP.

Our History

Since our founding in 2011, we have focused on providing mobile app developers with the tools to grow their businesses and acquire users profitably. Liftoff was formed through the 2021 merger between two predecessor companies, legacy Liftoff and Vungle. Both were early movers in the industry and built distinct capabilities as a result. Legacy Liftoff contributed a DSP with sophisticated and cutting-edge technology designed to drive user acquisition for customers through its leading predictive underwriting capabilities. Vungle brought an SSP that provided direct access and broad reach to end users through an established and widely-distributed SDK supply footprint. The integration of the Liftoff DSP and Vungle SSP has created a vertically-integrated, unified platform — a potent combination that drives customer results. This unified platform combines DSP and SSP capabilities in a way that makes each side more effective than either would be alone. The DSP capabilities provide accurate predictions, focusing user acquisition on the most profitable impressions. The SSP enhances the power of the DSP by providing direct access to the user through in-app publisher integrations, all while avoiding intermediary costs which would degrade performance. The net result is increased results for our customers — additional profitable users for advertisers, and revenue generation for publishers. The scaled combination also drives real-time data symmetry, which results in higher win rates and lower latency.

Since 2011, we’ve undertaken a number of strategic transformations that have unlocked meaningful growth. Liftoff today is a result of over a decade of innovation and deep focus on customer outcomes:


	2011:	Vungle is founded.
	2012:	Liftoff is founded.
	2015:	Vungle Exchange (SSP) launches.
	2019:	• Blackstone acquires Vungle. • Vungle SSP real-time bidding adoption implemented with significant customers onboarded. • Liftoff releases its initial ROAS optimization model.
	2020:	• Jeremy Bondy is appointed CEO of Vungle. • Vungle completes the acquisition of AlgoLift. • Liftoff introduces non-personalized bidding and Vungle Exchange onboards the Liftoff DSP.
	2021:	• Vungle completes the acquisitions of GameRefinery, TreSensa, and JetFuel. • Blackstone acquires a majority stake in Liftoff and combines it with Vungle, creating one of the largest independent mobile advertising technology platforms.
	2022:	• New management team appointed, with Jeremy Bondy as Chief Executive Officer of the combined business. • The company rebrands under the unified Liftoff brand.
	2023:	Rollout of Cortex, a next-generation neural network-powered optimization engine, with expansion beginning in non-gaming verticals, marking the beginning of our current growth trajectory.
	2024:	Cortex expanded to SSP to optimize bidding dynamics and publisher yield.
	2025:	Expands Cortex to gaming verticals; General Atlantic makes a minority investment.

Table of Contents

Our Business Model

We generate revenue under a transaction-based model, where we optimize the purchase of mobile media inventory on behalf of advertisers. In each ad transaction that flows through our technology platform, we retain a portion of media spend as revenue, with the remainder passed to supply partners.

Mobile app advertisers use our platform to achieve key performance objectives such as return on ad spend (ROAS) or similar profitability-focused metrics. Advertisers set campaign objectives, and we optimize spend across our own SSP and third-party supply to maximize performance against those objectives. When we help customers meet or exceed targets, they typically sustain and increase spend, which in turn expands transaction volume on our platform. Additionally, publishers integrate our SDK to efficiently monetize their ad inventory, expanding the supply that fuels advertiser demand and spend on our platform.

While revenue from any specific customer can vary within and across periods based on their user acquisition strategies and the performance of their apps, our alignment with customer outcomes—combined with a large, diverse customer base—supports stable, compounding Core Advertising revenue growth. This durability is reflected in our customer retention metrics: for the last twelve month period ended March 31, 2026, our LTM Core Advertising Net Dollar Retention was 130%. While LTM Core Advertising Net Dollar Retention is a supplemental reference metric that we believe provides insight into trends in customer spending behavior and the durability of Core Advertising revenue over time, it is not a metric that management uses to manage the business or make operating decisions.

Our Go-to-Market Model

Our diverse technology platform offers multiple, complementary entry points for app developers to participate as advertisers, publishers, or both. When customers see strong performance from one of our products, this often leads customers to expand into adjacent solutions within our platform, creating a natural land-and-expand dynamic that compounds with limited incremental overhead. As performance improves, advertisers typically increase spend and more publishers integrate our SDK, expanding supply and reinforcing a positive feedback loop. From there, we typically begin engagements with an initial deployment designed to align on objectives and performance metrics. As results are achieved and goals are met and exceeded, customers often expand their engagement—naturally through improved outcomes and, when relevant, through the deployment of Adapters that extend our core platform capabilities to address common obstacles in user acquisition.

This technology-led motion is supported by our integrated operating model, which connects GTM, product, and operations teams around shared performance objectives. When scaled opportunities are identified that our core platform cannot yet fully capture, we extend our capabilities through configurable, reusable modules known as Adapters. These modules extend the capabilities of Cortex to address specialized customer or vertical needs, recognizing that different industries have distinct advertising goals and challenges. For example, a finance company may optimize for a first deposit event, while a social media advertiser may focus on re-engaging lapsed users. Adapters are designed to be reusable and scalable across multiple use cases, helping address common obstacles in user acquisition. They translate our core technology into vertical-specific applications, enabling additional budget allocation as objectives are met. We develop new Adapters selectively, when we identify repeatable customer challenges or emerging market opportunities, allowing us to apply prior learnings efficiently and at scale.

By combining a broad product portfolio, differentiated performance, and a differentiated operating model that positions us well to solve our customer verticals’ toughest idiosyncratic problems, we grow alongside our customers through a model that is efficient, data-driven, and scalable.

Key Operating and Financial Metrics

We monitor the following key metrics to help us evaluate the health of our business, identify trends affecting our growth, formulate goals and objectives and make strategic decisions. We believe these non-GAAP and operational measures are useful in evaluating our performance, in addition to our financial results prepared in accordance with GAAP. See “—Non-GAAP Financial Information” for additional information on non-GAAP financial measures and a reconciliation to the most comparable GAAP measures.


	Three Months Ended March 31,				Year Ended December 31,
	2026		2025		2025		2024
Key Operating Metrics
Core Advertising revenue (in thousands)	$	204,690	$	148,986	$	681,691	$	483,416
Customers contributing more than $100,000 of Core Advertising revenue		384		328		376		316

Table of Contents


	Three Months Ended March 31,						Year Ended December 31,
(in thousands, except percentages)	2026			2025			2025			2024
Key Non-GAAP Metrics
Adjusted EBITDA	$	120,085		$	77,867		$	374,400		$	256,092
Adjusted EBITDA Margin		58	%		52	%		55	%		49	%

Core Advertising Revenue

Core Advertising revenue represents the vast majority of our total revenue and is derived from our current advertising platforms, which are predominantly powered by Cortex-backed demand solutions. Core Advertising represents the foundation of our business moving forward, reflecting our strategic focus on Cortex-enabled solutions and anticipated long-term growth within performance advertising.

We believe Core Advertising revenue, and its historical growth, is an important metric as it aligns with the rollout of Cortex in 2023 and is more representative of our growth potential versus total revenue in historical periods.

Customers Contributing More Than $100,000 of Core Advertising Revenue

We believe the growth in the number of customers contributing more than $100,000 of Core Advertising revenue is an important indicator of the health of our business highlighting our ability to meaningfully scale new customers and retain our existing customers by delivering strong performance. We monitor this as a measure of large-customer engagement and our ability to expand within accounts over time. These customers generate the vast majority of our Core Advertising revenue and associated growth. We expect to increase the revenue from customers who spend more than $100,000 on Core Advertising revenue over time.

We calculate this metric for a period by counting the number of unique customers whose Core Advertising revenue with us exceeded $100,000 on a trailing twelve-month basis as of each period end. The following chart presents the evolution of the number of these customers since the second quarter of 2024.

From the end of the second quarter of 2024 through the first quarter of 2026, the number of customers contributing more than $100,000 of Core Advertising revenue increased from 295 to 384, reflecting steady quarter-over-quarter growth. These increases are driven by our ability to attract and scale new customers while retaining our existing customers as our platform delivers strong advertising performance. For each period presented above, customers contributing more than $100,000 of Core Advertising revenue accounted for 98% of Core Advertising revenue.

This metric may fluctuate for several reasons, including the timing and effectiveness of new product launches and features, seasonality in advertising budgets and campaign activity, consolidation or churn within our customer base, and broader macroeconomic conditions that influence marketing spend. We expect this measure to continue to rise in the near term as we expand usage among existing customers and win additional large accounts.

Table of Contents

Adjusted EBITDA and Adjusted EBITDA Margin

Adjusted EBITDA for the quarter ended March 31, 2026 increased $42.2 million, or 54%, to $120.1 million (58% Adjusted EBITDA Margin), compared to $77.9 million (52% Adjusted EBITDA Margin) for the quarter ended March 31, 2025. The increase was primarily driven by a $55.7 million increase in revenue, partially offset by $13.5 million of higher expenses. The expense increase was attributable to $7.5 million of infrastructure costs and bidding fees associated with increased volume through our platform.

Adjusted EBITDA for the year ended December 31, 2025 increased $118.3 million, or 46%, to $374.4 million (55% Adjusted EBITDA Margin), compared to $256.1 million (49% Adjusted EBITDA Margin) for the year ended December 31, 2024. The increase was primarily driven by a $166.5 million increase in revenue, partially offset by $48.2 million of higher expenses. The expense increase was attributable to $28.7 million of infrastructure costs and bidding fees associated with increased volume through our platform.

Key Factors Affecting Our Performance

We believe that the growth and financial performance of our business depend on many factors, including the key factors described below.

Retention and Expansion of our Existing Customers

Our future success is dependent on our ability to retain our existing customers and to expand their relationship across our platform. The performance of Liftoff-enabled campaigns, measured by ROAS or similar advertising performance metrics, wins incremental spend from customers when ROAS targets are met. Successful user acquisition expands our training data and consequently improves the performance of our Cortex models. As our models improve, our customers’ advertising outcomes improve accordingly. This increased performance drives measurable growth and therefore synchronously drives additional spend from our customers. As we continue to improve outcomes and launch new products, we believe there is significant opportunity to grow revenue from existing customers. A recent independent third-party survey conducted by Altman Solon as reflected in the Altman Solon Report, shows this elasticity in practice with 87% of advertisers indicating willingness to increase budgets at the lowest performance threshold surveyed (10% KPI over expected performance) increasing to 100% as performance increases (30% KPI over expected performance). Our growth has been durable and synchronous with our customers: our LTM Core Advertising Net Dollar Retention of 130% for the period ended March 31, 2026 underscores the strength of our business model and durability of our growth.

Our customer retention further reinforces the durability of our platform and relationships: for the twelve month period ended March 31, 2026, our LTM Top 100 Advertiser Logo Retention is 97%, and our LTM Top 100 Publisher Logo Retention is 100%. See the section titled “About this Prospectus” for how LTM Top 100 Advertiser Logo Retention and LTM Top 100 Publisher Logo Retention are calculated. For the twelve months ended March 31, 2026, the number of customers contributing over $100,000 of LTM Core Advertising revenue was 384. For the years ended December 31, 2025 and December 31, 2024, the number of customers contributing over $100,000 of Core Advertising revenue was 376 and 316, respectively.

Acquisition of New Customers

Our future success relies in part on our ability to acquire new customers. We believe that there is a substantial opportunity to grow our customer base because we have, what we believe to be, the best-in-class mobile growth enablement solutions that will be increasingly in demand as mobile growth continues to be a critical part of nearly every enterprise’s strategy. We believe our early and scaled leadership in non-gaming verticals positions us well to capture secular trends as more digital budgets shift toward performance-based advertising and as new app categories emerge. Additionally, we believe we are well-positioned to expand our presence in regions where mobile adoption is rapidly accelerating. This is evidenced by our presence in more than 60 countries, with over 60% of our revenue coming from outside of the Americas for the three months ended March 31, 2026. Our global direct sales force is organized by regional teams covering all major markets, which enables us to tailor our GTM efforts to regional trends. We plan to continue investing in our sales and marketing efforts, which may impact our margins and profitability in the near-term as we invest in future growth.

Continued Investment in Technology Innovation

Our ability to deliver effective performance-based mobile advertising solutions depends heavily on our continued investment in AI infrastructure, data science, and bidding optimization. The recent migration from our legacy tech stack to Cortex, which integrates neural networks and machine learning to enhance campaign targeting, pricing, and conversion outcomes, illustrates our focus on innovation as a competitive differentiator. With this migration our performance will automatically increase over time as our models self-learn and improve on top of that as we make additional advancements. Innovation remains critical as it fuels our growth with

Table of Contents

strong performance for our advertiser customers and enables us to address evolving advertiser objectives, privacy frameworks, and competitive dynamics across the mobile ecosystem.

Accordingly, since we transitioned from our legacy linear regression models to Cortex from the fourth quarter of 2023 through early 2025 we substantially completed the migration of our legacy advertising technology platforms to Cortex, our next-generation technology stack. Cortex leverages advanced machine learning and AI capabilities to enhance campaign recommendations and optimize ad bidding performance. The migration did not result in changes to customer-facing interfaces or performance obligations.

Talent Acquisition and Operational Scaling

Our team is a key enabler of our platform and growth. As we scale Cortex and expand our customer relationships, we expect to continue hiring across engineering, data science, GTM, and operations. Additionally, we anticipate increased general and administrative expenses as we prepare to operate as a public company. We may also pursue team or company acquisitions to accelerate development in strategic product areas or enter new markets.

Seasonality

We believe our solutions are critical to our customers’ operations and are often treated as a core, performance-driven investment. Given our broad exposure to the app economy, we are not overexposed to any significant intra-year seasonal trends.

Macroeconomic Conditions

Broader economic conditions—including changes in interest rates, inflation, global ad spend, or app store policies—can influence advertiser behavior and publisher monetization. In particular, uncertainty around economic growth, digital marketing budgets, and user acquisition costs may lead to shifts in campaign strategy or volume. Geopolitical factors, regulatory changes (e.g., privacy or data attribution rules), or platform-level shifts from mobile operating systems can also impact advertiser performance and engagement. These factors may affect our growth, pricing power, or margins. Additionally, tensions between the United States and China, including tariffs and regulatory actions, may increase market uncertainty and negatively impact advertiser demand and business performance.

Impact of One Big Beautiful Bill Act

The tax regimes we are subject to or operate under, including income and non-income taxes, are unsettled and may be subject to significant change. Changes in tax laws or tax rulings, or changes in interpretations of existing laws, could materially affect our financial position, results of operations, and cash flows. The OBBBA was enacted into law on July 4, 2025. Among its key provisions, the OBBBA permanently extended certain expiring provisions of the Tax Cuts and Jobs Act, modified the international tax framework, and restored favorable tax treatment for items such as the expensing of domestic research and experimental expenditures. The legislation contains multiple effective dates, with certain provisions taking effect in 2025 and 2026 and others phasing in through 2027. Provisions taking effect for tax years beginning after December 31, 2025 include changing the calculation and deductibility of certain provisions related to international income for U.S. federal income tax purposes. The IRS and U.S. Department of the Treasury continue to issue interpretive guidance regarding the implementation of the OBBBA. In addition, the OBBBA made changes to certain U.S. corporate tax provisions, which are effective beginning in 2026. Based on the assessment in the first quarter of 2026, there was no material impact to our income tax expense or effective tax rate for the quarter ended March 31, 2026 and we do not expect the impact to be material to our full year 2026 effective tax rate.

Public Company Costs

Following the completion of this offering, we expect to incur additional costs associated with operating as a public company. We expect that these costs will include additional personnel, legal, consulting, regulatory, insurance, accounting, investor relations, and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act, as well as rules adopted by the SEC and national securities exchanges, requires public companies to implement specified corporate governance, disclosure controls and internal controls practices that are currently inapplicable to us as a private company. These additional rules and regulations will increase our legal, regulatory, financial and insurance compliance costs and will make some activities more time-consuming and costly.

General Atlantic Investment

Table of Contents

through a secondary purchase of (a) 17,452,528 shares of outstanding common equity from existing stockholders and (b) 1,358,877 vested options and stock appreciation rights granted in respect of common equity (the “SARs”) from employees of the Company. Of the 17,452,528 shares of common equity repurchased from existing stockholders, 16,149,607 were shares of class A common stock, par value $0.0001 (the “Class A Shares”) held by Blackstone while the remaining 1,302,921 shares were shares of class B common stock, par value $0.0001 (the “Class B Shares”) held by other stockholders ((a) and (b) together, the “2025 Equity Transactions”). The acquired common shares of 17,452,528 were exchanged for 401,626 shares of Series A Redeemable Convertible Preferred Stock while a total of 23,374 shares of Series A Redeemable Convertible Preferred Stock were issued against the repurchase of 1,358,877 vested options and SARs. The shares of repurchased common stock were retired. The Series A Redeemable Convertible Preferred Stock is convertible – either at the option of the holder or mandatorily upon an IPO – into Class A Shares at the applicable conversion rate, initially 43.4594 shares per preferred share, subject to adjustment for stock splits, dividends, recapitalizations, pricing of this offering below the conversion price, and the payment of the earnout adjustment. The share and per share information in the preceding sentences of this paragraph do not give effect to the 1.3-for-1 forward split of our common stock, which will occur after the effectiveness of the registration statement of which this prospectus forms a part and prior to the closing of this offering. In the event the Company makes a payment in respect of its existing earn-out obligations subsequent to conversion, the Company will deliver an incremental number of shares of Class A Shares to those shareholders who held the Series A Redeemable Convertible Preferred Stock at the time they were converted into Class A Shares prior to such earn-out obligation payment, subject to certain transfer rules and limitations, equal to the number of shares of Class A Shares such former holders of Series A Redeemable Convertible Preferred Stock would have incrementally been entitled to upon conversion of such shares of Series A Redeemable Convertible Preferred Stock, had such earn-out payment been made by the Company prior to the conversion of such shares of Series A Redeemable Convertible Preferred Stock. The Series A Redeemable Convertible Preferred Stock will, by its terms, automatically convert into common stock after the effectiveness of the registration statement of which this prospectus forms a part and prior to the closing of this offering. Immediately following the Conversion and the 1.3-for-1 forward split of our common stock, General Atlantic will hold 24,011,299 shares of our common stock. If the earn-out obligation is earned in full and our stock is valued at that time at $21.00, which is the midpoint of the price range set forth on the cover of this prospectus, we would have to issue 808,531 shares of common stock in satisfaction of our obligation to such former holders of Series A Redeemable Convertible Preferred Stock (giving effect to the 1.3-for-1 forward split of our common stock). See Note 9 to our audited consolidated financial statements included elsewhere in this prospectus. For additional information see the section titled “Certain Relationships and Related Person Transactions—General Atlantic Investment.”

Components of Our Results of Operations

We operate in one operating and reportable segment.

Revenue

We generate revenue by facilitating advertisers’ purchase of digital advertising inventory through our platform. Our platform provides bidding and matching solutions that enable the placement of advertisers’ advertisements into publisher-owned inventory.

We recognize revenue at a point in time when the agreed-upon actions have been completed or the advertisement has been successfully displayed to a user. The amount of revenue recognized is based on the number of completions of agreed upon actions, such as user installations and impressions, or advertisements displayed and the contractually agreed price per advertising unit with customers, net of any consideration payable to publishers or third parties providing access to publisher inventory. Because we do not control the advertising inventory and are not primarily responsible for fulfillment, we act as an agent in these transactions and therefore report revenue on a net basis.

Cost of revenue, excluding depreciation and amortization

Cost of revenue, excluding depreciation and amortization, consists primarily of expenses incurred to deliver our advertising solutions to customers. These costs include server and data center hosting expenses and personnel-related expenses such as salaries, bonuses, employee benefits, stock-based compensation for members of our operations teams who support campaign delivery and platform functionality, and allocated facilities and information technology costs.

We expect our cost of revenue, excluding depreciation and amortization, to increase in absolute dollars over the long term as our business and revenue continue to grow.

General and administrative

General and administrative expenses consist primarily of costs incurred to support our business operations, including personnel-related expenses such as salaries, bonuses, employee benefits, and stock-based compensation for employees engaged in these

Table of Contents

activities. General and administrative expenses also include costs associated with third-party professional services such as consulting, legal, accounting fees, general employee-related expenses such as company travel, and allocated facilities and information technology costs.

We plan to continue to invest in our general and administrative function to support the growth of our business. Additionally, we expect to incur certain non-recurring professional fees and other expenses as part of our transition to becoming a publicly traded company, which we generally expect to be recorded as general and administrative expenses. Following the completion of this offering, we expect to continue to incur additional expenses as a result of operating as a public company, including costs to comply with rules and regulations applicable to companies listed on a U.S. securities exchange, costs related to compliance and reporting obligations pursuant to the rules and regulations of the SEC, investor relations and professional services. As a result, we expect general and administrative expenses to increase in absolute dollars.

Research and development

Research and development expenses consist primarily of costs incurred to design, develop, and enhance our platform, including personnel-related expenses such as salaries, bonuses, employee benefits, and stock-based compensation for employees engaged in these activities. Research and development expenses also include costs associated with software (inclusive of machine learning enhancements), information technology infrastructure related to the ongoing development and maintenance of internal-use software, third-party consulting services, and allocated facilities and information technology costs.

We expect to continue to invest in research and development to develop our technology platform to drive incremental value and growth. As a result, we expect research and development expenses to increase in absolute dollars.

Sales and marketing

Sales and marketing expenses consist primarily of personnel-related expenses such as salaries, commissions, bonuses, employee benefits, and stock-based compensation for employees engaged in sales, marketing, and relationship management functions. Sales and marketing expenses also include costs associated with marketing programs, such as online advertising, branding campaigns, customer events, other promotional activities aimed at acquiring and retaining advertisers and publishers, and allocated facilities and information technology costs.

We expect sales and marketing expenses to increase in absolute dollars but decline as a percentage of revenue in future periods. Sales and marketing expenses as a percentage of revenue may fluctuate from period to period due to changes in investment timing, customer acquisition dynamics, and revenue seasonality inherent in the digital advertising industry.

Depreciation and amortization

We depreciate and amortize property and equipment, including capitalized internal-use software, computer equipment, leasehold improvements, furniture and fixtures, developed technology, trademarks, and other definite-lived intangible assets.

Depreciation and amortization expense may fluctuate over time depending on the timing and volume of capital expenditures, the capitalization of internally developed software, and changes in our acquired intangible asset base due to business combinations or impairment assessments. Additionally, we periodically review our long-lived assets for indicators of impairment and may record accelerated amortization or write-downs when warranted.

Impairment of intangible assets and capitalized internal-use software

We conduct impairment testing for intangible assets at the asset group level by comparing the carrying value of the asset to its estimated undiscounted future cash flows. If the carrying value exceeds these cash flows, an impairment charge is recognized for the excess of the carrying value over fair value. Impairment of capitalized internal-use software is typically triggered when projects are abandoned, materially altered in scope, or no longer expected to yield economic benefits.

In the years ended December 31, 2025 and December 31, 2024, impairment charges were related to capitalized internal-use software that is no longer expected to be deployed or maintained as part of our product roadmap. These charges also included adjustments to intangible assets associated with prior acquisitions where certain acquired technologies or customer relationships no longer aligned with our strategic direction or performance expectations.

Table of Contents

Interest expense, net

Interest expense, net consists primarily of expenses associated with our outstanding debt, including accretion of debt discount, and changes in fair value of interest rate swaps accounted for as a cash flow hedge related to the stream of variable interest payments associated with a portion of our outstanding debt.

Loss on debt extinguishment

In connection with the 2025 Amendment, the Company recognized a loss on extinguishments of debt of approximately $5.3 million, which consisted of a write-off of $4.9 million of unamortized issuance costs and a $0.4 million of fees paid to lenders and third parties. Lender fees and third-party fees amounting to $23.0 million were capitalized and $6.8 million were expensed.

Post-conversion earnout share liability revaluation

The Post-conversion Earnout Share Liability revaluation consists of derivative liabilities that are remeasured at each reporting period at fair value. During the current period, a loss was recognized as a result of the remeasurement of the derivative liabilities.

The Company determined the fair value of the Post-conversion Earnout Share Liability by using a Monte Carlo simulation analysis to quantify the estimated liabilities as of the report date, and, as the overall arrangement is long-term in nature, applying a discount rate that captures the risks associated with the payment of the obligations.

The significant unobservable inputs used in the fair value measurements are estimates of Liftoff’s equity value, the volatility of Liftoff’s equity, timing to expected liquidity event, and probability of expected liquidity event.

Contingent consideration revaluation

Contingent consideration revaluation reflects changes in the fair value of an earn-out liability associated with a prior business combination. This liability is measured at fair value each reporting period and may fluctuate due to changes in assumptions such as forecasted financial performance, timing of liquidity events, volatility, discount rates, and other market-based inputs. The contingent consideration is payable once our majority stockholder disposes of all of their common shares or once they reach a targeted return on invested capital.

The revaluation is a non-cash expense that does not impact our operating results or cash flows, but it can introduce volatility to our net income or loss in future periods. We expect periodic remeasurements to continue until the related contingent consideration obligation is settled.

Other expense, net

Other expenses, net consists primarily of foreign currency exchange gains and losses relating to transactions denominated in currencies other than the U.S. dollar.

Income tax expense

The Company is subject to income taxes in the United States and various foreign jurisdictions in which it does business. Additionally, certain foreign earnings may also be taxable in the United States. Accordingly, our effective tax rate will vary depending on the jurisdictional mix of income or loss before income taxes, changes in tax laws, and future changes in our assessment of the ability to realize our deferred tax assets.

Realization of our deferred tax assets is dependent primarily on the generation of future taxable income. In considering the need for a valuation allowance, we consider all available evidence to estimate if sufficient taxable income will be generated in the future to utilize the existing deferred tax assets by jurisdiction. This consideration includes a variety of factors such as historical and projected future taxable income and prudent and feasible tax planning strategies.

The Company has accounted for the provisions of the OBBBA and its impacts on its consolidated financial statements, including cash taxes and its effective tax rate. OBBBA incorporates additional changes to the U.S. tax code that are effective in tax year 2026. Based on the assessment in the first quarter of 2026, there was no material impact to our income tax expense or effective tax rate for the quarter ended March 31, 2026 and we do not expect the impact to be material to our full year 2026 effective tax rate. Due to the complexity and timing of the enactment, the Company will continue to assess the impact of the OBBBA, including any interpretive guidance that may be issued by the U.S. Department of the Treasury or the Internal Revenue Service.

Table of Contents

Comparison of Our Results of Operations

Comparison of the Three Months Ended March 31, 2026 and the Three Months ended March 31, 2025

The following table sets forth, for the periods indicated, selected condensed consolidated statements of operations data and the period-over-period change expressed in a dollar amount and as a percentage. Historical results are not necessarily indicative of the results expected for any future period.


	Three Months Ended March 31,
(in thousands, except percentages)	2026			2025			$ change			% change
Revenue	$	205,642		$	149,969		$	55,673			37	%
Cost and operating expenses:
Cost of revenue, excluding depreciation and amortization		27,985			23,508			4,477			19	%
General and administrative		24,843			20,722			4,121			20	%
Research and development		27,374			20,924			6,450			31	%
Sales and marketing		17,735			14,262			3,473			24	%
Depreciation and amortization		21,768			25,552			(3,784	)		(15	)%
Total costs and operation expenses		119,705			104,968			14,737			14	%
Income from operations		85,937			45,001			40,936			91	%
Other income (expenses):
Interest expense, net		(34,975	)		(29,604	)		(5,371	)		18	%
Post conversion earnout share liability revaluation		2,536			—			2,536			100	%
Contingent consideration revaluation		4,900			(8,400	)		13,300			(158	)%
Other expense, net		(112	)		145			(257

Liftoff Mobile, Inc. S-1/A