As filed with the Securities and Exchange Commission on ~~November~~April 1317, ~~2023~~2026

Registration No. 333-~~______~~

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

FREECAST, INC.

(Exact name of registrant as specified in its charter)

Florida		7990		45-2787251
(State or other jurisdiction of incorporation or organization)		(Primary standard industrial classification code number)		(I.R.S. employer identification number)

6901 TPC Drive, Suite ~~200~~100

Orlando, Florida 32822

(407) 374-1607

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

William A. Mobley, Jr., Chief Executive Officer

FreeCast, Inc.

6901 TPC Drive, Suite ~~200~~100

Orlando, Florida 32822

(407) 374-1607

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

Copies to:

Jeffery A. Bahnsen, Esq	Barry I. Grossman, Esq.
Bahnsen Legal Group, PLLC	Sarah E. Williams, Esq.
131 NE 1st Avenue, Suite 100	Matthew Bernstein, Esq.
Boca Raton, Florida 33432	Ellenoff Grossman & Schole LLP
(727) 888-3026	1345 Avenue of the Americas New York, New York 10105
	(212) 370-1300

Jeffery A. Bahnsen, Esq

Bahnsen Legal Group, PLLC

131 NE 1st Avenue, Suite 100

Boca Raton, Florida 33432

(727) 888-3026

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

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, as amended, 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, please 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, 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, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. WeThese securities may not ~~sell~~be ~~these~~sold ~~securities~~ until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell, nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

~~Subject~~Preliminary Prospectus ~~to Completion,~~

~~Preliminary~~Subject to ~~Prospectus~~Completion, dated April 17, 2026

[_______________], 2023

FREECAST, INC.

5,750,000 shares of ~~common~~Class ~~stock~~A ~~(par~~common ~~value, $0.0001)~~stock

This isprospectus ~~our~~relates ~~initial public~~to ~~offering~~the registration of ~~common~~the ~~stock.~~resale Noof ~~public~~up ~~market~~to ~~currently~~5,750,000 ~~exists~~shares ~~for~~of our Class A common stock, par value $0.0001 Weper ~~anticipate~~share (the ~~initial~~“Class ~~public~~A common ~~offering~~stock”), ~~price~~by ~~will be~~the ~~between~~selling ~~$ and~~shareholder ~~$ per~~identified ~~share~~in this prospectus.

WeOn ~~are~~December ~~selling~~ 8, 2025, we entered into an Equity Purchase Agreement, which was subsequently amended on March 30, 2026, (together, the “EPA”) with Amiens Technology Investments LLC, a Delaware limited liability company (the “Selling Shareholder”), pursuant to which the Selling Shareholder committed to purchase up to $50 million of shares of our Class A common stock (the “ELOC Shares” and such financing, the “ELOC Financing”), subject to certain limitations and conditions set forth in the EPA. During the Commitment Period (as defined in the EPA), we may from time to time, by written notice delivered by us to the Selling Shareholder (each, an “Advance Notice”), direct the Selling Shareholder to purchase a number of shares of our Class A common stock up to the Maximum Advance Amount (as defined in the EPA) as set forth in the Advance Notice, subject to limitations and adjustments as set forth in the EPA. The registration statement, of which this prospectus forms a part, registers the resale of up to 5,750,000 shares of our Class A common stock, based on the assumption that we may deliver Advance Notices to the Selling Shareholder for an aggregate of $21,735,000 under the EPA at an assumed purchase price of $3.78 per share. The actual number of shares of our Class A common stock issuable by us in connection with the ELOC Financing will vary depending on the then-current market price of the shares of our Class A common stock sold to the Selling Shareholder pursuant to the EPA and we expect that the number of shares registered pursuant to this prospectus will not be sufficient to register the full $50 million facility in the ELOC Financing and the ELOC Commitment Shares (as defined herein). We may be required to file one or more additional registration statements in order to deliver future Advance Notices to the Selling Shareholder to access the full $50 million commitment under the EPA.

WeAs ~~have~~consideration ~~applied~~for the Selling Shareholder’s commitment to ~~list~~purchase ~~our~~the ELOC Shares in accordance with the EPA, we agreed to pay a commitment fee in an amount equal to $750,000, by the issuance to the Selling Shareholder of a number of shares of Class A common stock on(the “ELOC Commitment Shares”) as follows: (1) one-third of the ~~Nasdaq~~ELOC ~~Capital~~Commitment ~~Market,~~Shares orare ~~Nasdaq,~~to be issued to the Selling Shareholder on the occurrence of the first closing under the ~~symbol~~EPA; ~~“CAST.”~~(2) Noone-third ~~assurance~~of ~~can~~the ELOC Commitment Shares are to be ~~given~~issued ~~that~~to ~~our~~the ~~application~~Selling Shareholder on the date the Selling Shareholder has purchased an aggregate of $15 million of ELOC Shares; and (3) the remaining one-third of the ELOC Commitment Shares are to be issued to the Selling Shareholder on the date the Selling Shareholder has purchased an aggregate of $30 million of ELOC Shares. The number of ELOC Commitment Shares issued to the Selling Shareholder on each required date will be ~~approved~~equal to $250,000 divided by the lower of: (i) $10.00; Ifand (ii) the lowest daily VWAP (as defined in the EPA) of our Class A common stock isduring ~~not~~the ~~approved~~five ~~for~~trading ~~listing~~days immediately onpreceding ~~Nasdaq,~~the weapplicable issuance due date. The issuance of the ELOC Commitment Shares will ~~not~~result ~~consummate~~in ~~this~~dilution ~~offering~~to existing shareholders, independent of any sales of shares under the EPA.

We ~~expect~~are tonot beselling aany ~~“controlled~~securities ~~company”~~ under ~~Nasdaq~~this ~~corporate~~prospectus, ~~governance~~and ~~standards~~will ~~because~~not ~~more~~receive ~~than~~any ~~50%~~ of the ~~voting~~proceeds ~~power~~from ofthe ~~our~~resale ~~common~~or ~~stock~~other ~~following~~disposition ~~the completion~~ of ~~this~~the ~~offering~~shares ~~will~~of beour ~~held~~Class byA ~~Nextelligence,~~common stock ~~Inc., which is majority owned and controlled~~ by ~~our~~the ~~Chief~~Selling ~~Executive~~Shareholder; ~~Officer. As a “controlled company~~however,” we ~~are~~may ~~permitted~~receive ~~to,~~gross ~~and~~proceeds ~~will,~~of ~~elect~~up ~~not~~ to ~~comply~~$50 ~~with~~million ~~certain~~from ~~Nasdaq~~the ~~corporate~~sale ~~governance~~of ~~standards, including~~the ~~majority~~ELOC ~~“independent~~Shares ~~director”~~from ~~requirements and certain requirements relating~~ time to ~~independent~~time, ~~compensation~~in ~~and~~our ~~nominating committees. Accordingly~~discretion, ~~you~~over ~~will~~a ~~not~~36-month ~~have~~period. ~~the~~The ~~same~~36-month ~~protections~~period ~~afforded~~began toon ~~shareholders~~March of11, ~~companies~~2026, ~~that~~and ~~are~~ends ~~subject~~on toApril ~~all~~1, ~~of the corporate governance requirements of the Nasdaq Stock Market~~2029.

We ~~are~~have anthe ~~“emerging~~right to control ~~growth~~the ~~company”~~timing asand ~~defined~~amount of any sales shares of our Class A common stock to the Selling Shareholder under the ~~federal~~EPA, ~~securities~~subject ~~laws~~to certain limitations described in the EPA. We will bear all fees and, asexpenses ~~such,~~incident ~~may~~to ~~elect~~our obligation to ~~comply~~register ~~with~~the ~~certain~~offer ~~reduced~~and ~~reporting~~sale ~~requirements~~of the shares of Class ~~for~~A ~~this~~common ~~prospectus~~stock. The Selling Shareholder has no right to require us to sell any shares of our Class A common stock under the EPA and ~~other~~has no ~~filings~~obligation to purchase shares unless and until we deliver a valid Advance Notice in accordance with the ~~Securities~~EPA, at which time, subject to the terms and ~~Exchange~~conditions ~~Commission~~of ~~after~~the ~~this~~EPA, ~~offering.~~the ~~See~~Selling ~~“Prospectus~~Shareholder ~~Summary—Emerging Growth~~is ~~Company~~contractually ~~Status.”~~obligated to purchase the applicable shares.

~~Investing~~The inSelling ~~our~~Shareholder ~~securities~~may ~~involves~~sell athe ~~high~~ELOC ~~degree~~Shares after receiving them, including during the pricing period, which could cause the market price of ~~risk~~our Class A common stock to decline. ~~You~~See ~~should~~the ~~carefully~~section ~~consider~~titled “Selling Shareholder” for additional information regarding the ~~risk~~Selling ~~factors~~Shareholder. For more information on possible methods of offer and sale by the Selling Shareholder, please see the section entitled “Plan of Distribution” beginning on page 776 of this prospectus. ~~before~~Our ~~purchasing~~shareholders may experience significant dilution as a result of our issuance of shares of Class A common stock in connection with the ELOC Financing (see “Risk Factors” for more information). The number of shares registered for resale pursuant to this prospectus represents the number of shares we currently expect to issue and sell to the Selling Shareholder under the EPA, based on our current estimated financing needs and assumptions regarding the market price of our Class A common stock. The actual number of shares issued may be greater or fewer depending on these factors at the time of each sale. If the market price of our Class A common stock declines, we may be required to register additional shares to access the full $50 million commitment under the EPA and pay the $750,000 commitment fee.

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

We have two classes of common stock: Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting, conversion and transfer rights. Each share of Class A common stock is entitled to one vote. Each share of Class B common stock is entitled to 15 votes and may be converted at any time into one share of Class A common stock. Each share of Class B common stock will automatically convert into one share of Class A common stock upon any sale or transfer thereof, subject to certain exceptions, such as certain transfers effected for estate planning or charitable purposes. Shares of Class B common stock may only be issued to and held by William A. Mobley, Jr., our founder, Chief Executive Officer and Chairman, and certain permitted entities owned and controlled by Mr. Mobley. See “Description of Capital Stock” for more information.

We are a “controlled company” under the Nasdaq Global Market (1“Nasdaq”) ~~The~~corporate ~~underwriter~~governance ~~will~~standards ~~receive~~because ~~compensation~~more inthan 50% of the ~~form~~voting power of ~~warrants~~our tocommon ~~purchase~~stock upis toheld ~~____~~by ~~shares~~William ofA. ~~common~~Mobley, ~~stock~~Jr., ~~(assuming~~our ~~the~~chief ~~over-allotment~~executive ~~option~~officer isand ~~fully~~chairman. ~~exercised)~~As ata an“controlled ~~exercise~~company,” we ~~price~~are ~~equal~~permitted to, ~~110%~~and ofhave, ~~the~~elected ~~public~~not ~~offering~~to ~~price~~comply inwith ~~addition~~certain toNasdaq ~~the~~corporate ~~underwriting~~governance ~~discounts~~standards, including majority “independent director” requirements and ~~commissions~~certain requirements relating to independent compensation and nominating committees. WeAccordingly, you will not have ~~also~~the ~~agreed~~same protections afforded to ~~reimburse~~shareholders ~~the~~of ~~underwriters~~companies ~~for~~that ~~certain~~are ~~expenses.~~subject ~~See~~to ~~“Underwriting”~~all ~~beginning~~of onthe ~~page~~corporate 63governance requirements of Nasdaq.

WeOur ~~have~~Class ~~granted~~A ~~the underwriters the right to purchase up to additional shares of our~~ common stock atis listed ~~the~~on ~~public offering price per share, less~~ the ~~underwriting~~Nasdaq ~~discount, for~~Global 45Market ~~days~~under ~~after~~ the ~~date~~symbol of“CAST”. ~~this~~On ~~prospectus~~April ~~to cover over-allotments~~16, ~~if any. If the underwriters exercise this option in full~~2026, the ~~total~~ ~~underwriting~~last ~~discounts~~reported ~~and~~sale ~~commissions~~price ~~will~~of beour $Class ~~[*]~~A common ~~and~~stock ~~the~~on ~~additional proceeds to us, before expenses, from~~ the ~~over-allotment option~~Nasdaq ~~exercise~~Global ~~will~~Market bewas $3.78 ~~[*]~~per share.

We are an “emerging growth company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced reporting requirements for this prospectus and other filings with the Securities and Exchange Commission. For more information, see “Prospectus Summary—Emerging Growth Company Status.”

Investing in our securities involves a high degree of risk. You should carefully consider the risk factors beginning on page 9 of this prospectus before purchasing shares of our Class A common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The ~~underwriters~~date ~~expect to deliver the shares~~ of ~~common~~ ~~stock~~this toprospectus ~~purchasers on~~ is , ~~2023~~ 2026.

The date of this prospectus is , 2023.

Sole Book-Running Manager

Maxim Group LLC

TABLE OF CONTENTS

		Page
PROSPECTUS SUMMARY		1
THE OFFERING		4
RISK FACTORS		9
SUMMARY FINANCIAL DATA		6
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		25
RISK FACTORS		7
USE OF PROCEEDS		25
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		20
DIVIDEND POLICY		26
USE OF PROCEEDS		21
CAPITALIZATION		26
DIVIDEND POLICY		21
SELECTED HISTORICAL FINANCIAL AND OPERATING DATA		27
CAPITALIZATION		22
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		28
DILUTION		23
DESCRIPTION OF THE BUSINESS		45
SELECTED HISTORICAL FINANCIAL AND OPERATING DATA		24
DIRECTORS AND EXECUTIVE OFFICERS		56
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		25
EXECUTIVE COMPENSATION		60
DESCRIPTION OF THE BUSINESS		38
CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS		67
DIRECTORS AND EXECUTIVE OFFICERS		45
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		69
EXECUTIVE COMPENSATION		49
DESCRIPTION OF CAPITAL STOCK		71
CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS		56
DESCRIPTION OF ELOC FINANCING		74
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		57
SELLING SHAREHOLDER		75
DESCRIPTION OF SECURITIES		59
PLAN OF DISTRIBUTION		76
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES		6277
UNDERWRITING		63
LEGAL MATTERS		78
LEGAL MATTERS		67
EXPERTS		78
EXPERTS		67
WHERE YOU CAN FIND MORE INFORMATION		78
WHERE YOU CAN FIND MORE INFORMATION		67
INDEX TO FINANCIAL STATEMENTS		F-1

Neither we nor the ~~underwriter~~Selling ~~has~~Shareholder have authorized anyone to provide you with information that is different from that contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. When you make a decision about whether to ~~invest~~purchase shares inof our Class A common stock from the Selling Shareholder, you should not rely upon any information other than the information in this prospectus or in any free writing prospectus that we may authorize to be delivered or made available to you. Neither the delivery of this prospectus nor the sale of our Class A common stock means that the information contained in this prospectus or any free writing prospectus is correct after the date of this prospectus or such free writing prospectus. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus. This prospectus is not an offer to sell or the solicitation of an offer to buy shares of our Class A common stock from the Selling Shareholder in any circumstances ~~under~~ under which the offer or solicitation is unlawful.

No action is being taken in any jurisdiction outside the United States to permit athe ~~public~~ offering or purchase of our Class A common stock from the Selling Shareholder or possession or distribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to ~~this~~the offering of shares of our Class A common stock by the Selling Shareholder and the distribution of this prospectus applicable to that jurisdiction.

WeThe ~~and~~Selling ~~the~~Shareholder ~~underwriters are~~is offering to sell, and seeking offers to buy, their shares of our Class A common stock only in jurisdictions where offers and sales are permitted. Neither we nor the ~~underwriters~~Selling Shareholder have done anything that would permit ~~this~~the ~~offering~~use of 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 our Class A common stock by the Selling Shareholder and the distribution of this prospectus outside of the United States.

ABOUT THIS PROSPECTUS

This prospectus relates to the offer and sale by the Selling Shareholder from time to time of: (i) the ELOC Shares; and (ii) the ELOC Shares, up to the number of shares registered for resale pursuant to this prospectus. We are not offering shares of Class A common stock directly to investors under this prospectus, and we will not receive any proceeds from the sale of shares of Class A common stock offered hereby by the Selling Shareholder. We may receive up to $50 million in aggregate gross proceeds from sales of the ELOC Shares to the Selling Shareholder that we may elect to make, from time to time after the date of this prospectus, pursuant to the EPA. Any proceeds received by us from the sale of the ELOC Shares to the Selling Shareholder pursuant to the EPA will be used for general corporate purposes.

We may also file a prospectus supplement or post-effective amendment to the registration statement of which this prospectus forms a part that may contain material information relating to this offering. The prospectus supplement or post-effective amendment may also add, update or change information contained in this prospectus. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement or post-effective amendment, you should rely on the prospectus supplement or post-effective amendment, as applicable. Before purchasing any securities, you should carefully read this prospectus, any post-effective amendment, and any applicable prospectus supplement, together with the additional information described under the heading “Where You Can Find More Information.”

Neither we nor the Selling Shareholder have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus, any post-effective amendment, or any applicable prospectus supplement prepared by or on behalf of us or to which we have referred you. We and the Selling Shareholder take no responsibility for and can provide no assurance as to the reliability of any other information that others may give you. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. You should not assume that the information contained in this prospectus or any applicable prospectus supplement is accurate on any date subsequent to the date set forth on the front of the document, even though this prospectus or any applicable prospectus supplement is delivered, or securities are sold, on a later date.

This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed or will be filed as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described under “Where You Can Find Additional Information.”

Market, Industry and Other Data

Unless otherwise indicated, information contained in this prospectus concerning our industry and the markets in which we operate, including our general expectations and market position, market opportunity and market share, is based on information from our own management estimates and research, as well as from industry and general publications and research, surveys and studies conducted by third parties. Third-party industry publications and forecasts generally state that the information contained therein has been obtained from sources generally believed to be reliable. Management estimates are derived from publicly available information, our knowledge of our industry and assumptions based on such information and knowledge, which we believe to be reasonable. In addition, assumptions and estimates of our and our industry’s future performance are necessarily 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 “Cautionary Note Regarding Forward-Looking Statements.”

Among others, we refer to estimates compiled by the following industry sources:

●

(https://www.statista.com/study/44526/digital-media-report/)

●

(https://www.insiderintelligence.com/content/cord-cutting-hasn-t-lost-momentum)

●

(https://www.nielsen.com/insights/2022/streaming-climbs-to-new-heights-again-in-april-despite-a-dip-in-total-tv-viewing/)

Trademarks and Service Marks

This prospectus contains references to our trademarks and service marks and to those belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ® or ™ 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 or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

iiiii

PROSPECTUS SUMMARY

This summary highlights certain information appearing elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our Class A common stock. For a more complete understanding of this offering of shares of our Class A common stock by the Selling Shareholder, you should read the entire prospectus carefully, including the information under “Risk Factors” and our financial statements and the related notes included elsewhere in this prospectus before investing in our Class A common stock.

In this prospectus, unless otherwise stated or the context otherwise requires, references to “FreeCast^®,” “Company,” “we,” “us” and “our” or similar references mean FreeCast, Inc.

~~Our~~Unless ~~Company~~we indicate otherwise or the context otherwise requires, all references in this prospectus to “common stock” refer to our Class A common stock and Class B common stock, except that for historical periods it refers to our single class of common stock.

We are an entertainment-based content discovery, aggregation and management company that provides SmartGuide® digital interactive technology for consumers to organize today’s numerous sources of online media similar to a traditional on-screen television, or TV, guide. Initially, we licensed our technology to Telebrands Corp., or Telebrands, who distributed subscriptions to consumers through retailers under the brand known as Rabbit TV from 2012 through 2016. In July 2016, we began offering our product directly to consumers under our own brand, SelectTV. In October 2019, we began selling subscriptions to SelectTV as a direct-to-consumer retail product in the form of a packaged “cord cutting kit” through TV Infomercials, utilizing a toll-free phone number and ecommerce ordering system, with delivery of the product to consumers via the United States (U.S.) Postal Service.Overview

InConnecting ~~October 2022, due to falling retail sales through our retail big box channels following~~ the ~~covid~~Future ~~outbreak~~of ~~and increasing difficulties in global supply chain management, the former SelectTV.com paid subscription service and packaged SelectTV~~ Streaming ~~TV Kits were terminated. We rebranded as FreeCast.com and unveiled a free registration subscription model. Our revenue streams include subscription revenue from additional monthly content bundles~~, ~~product revenue from selling digital high-definition TV antennas~~Mobile, and ~~other revenue from licensing, advertising, and referral fees.~~Advertising

We ~~also~~are ~~distribute~~focused ~~numerous~~on addressing ~~licenses~~the togrowing ~~retail,~~complexity ~~device~~and ~~manufacturers/distributors~~fragmentation ~~(mobile,~~of ~~tablets,~~digital ~~set~~video ~~top~~distribution ~~boxes,~~globally. ~~“smart”~~Through ~~TV’s,~~our ~~streaming~~integrated ~~equipment~~platform, we aim to unify content ~~gaming~~discovery, ~~systems)~~delivery and monetization across streaming, asbroadcast ~~well~~and asmobile ~~co-branding~~environments. ~~for~~While ~~hotel/hospitality,~~we ~~broadband~~believe ~~carriers~~our solutions may offer differentiated value, ~~telecommunications~~our ability to realize these opportunities is subject to market adoption, competition and ~~promotion~~technological ~~companies~~or regulatory risks.

~~The~~A ~~following~~Rapidly ~~table~~Expanding, ~~shows~~Highly ~~the~~Fragmented ~~aggregate number of subscribers at the end of each fiscal period presented in this prospectus.~~Market

	Fiscal Year Ended June 30,
	2023		2022
Subscribers (1)		742,336		541,776

Consumer demand for flexible, ad-supported streaming solutions continues to evolve worldwide. The convergence of broadcast, over-the-top (OTT, which refers to film and television content provided via a high-speed Internet connection rather than a cable or satellite provider) and mobile platforms is creating opportunities for unified solutions. FreeCast has launched services across the Caribbean and is pursuing expansion into additional international markets. We believe early entry into emerging and underserved regions may support long-term platform adoption, though no assurance can be given regarding the extent or timing of such adoption.

~~(1)~~An ~~Subscribers~~Integrated ~~who~~Platform ~~have~~Across ~~paid~~Discovery, ~~for~~Delivery, ~~their~~and ~~subscription or logged into their account within the past 36 months.~~Monetization

~~The~~We ~~basis~~provide ofa ~~our~~suite ~~service~~of ~~platform is~~solutions ~~our~~designed ~~proprietary content aggregation technology that automatically crawls the Internet~~ to ~~locate commercial-quality entertainment content~~operate ~~from~~across ~~thousands of sources, including free, paid and subscription-based content. Additionally, we subscribe to~~ the ~~top entertainment data services such as Gracenote (owned by Nielson), Xperi, and Reelgood whom provide real-time updates. Our technology then sorts through and manages all available commercial-quality~~ digital ~~media, including both live and on-demand~~ video from free, subscription and pay-per-view (PPV) services. All of this information is then incorporated into our interactive SmartGuide presented to consumers in a familiar easy-to-use cable-like TV guide via the Internet and as a software application, on all Wi-Fi enabled devices.ecosystem:

SmartGuide – Aggregates and personalizes content discovery

Platform-as-a-Service (PaaS) – Enables partners to deploy and scale streaming solutions

Broadcast Enabled Streaming Television (BEST) – Supports broadcast-quality delivery across devices

Direct-to-Mobile (D2M) – Expands access in mobile-first markets, including international regions

Zer0Gap Ads – Facilitates advertising across streaming and broadcast channels

We believe this integrated approach should reduce fragmentation and improve both user experience and monetization potential.

Positioned to Address Industry Fragmentation

We believe our platform offers several potential advantages:

Unified ecosystem across multiple distribution channels

Scalable infrastructure designed for global deployment

Advertising innovation through Zer0Gap Ads

Flexibility to integrate with existing content providers and platforms

Early-stage international deployment, including our Caribbean launch

These factors may contribute to differentiation; however, competitive and market conditions may impact outcomes.

~~The~~Expanding ~~SmartGuide~~Platform ~~uses~~Adoption ~~images~~ and ~~related~~Geographic information on customized guide pages to provide subscribers with an easy way to explore all of the available media choices from one centralized account, regardless of the device or location. Upon selecting content to consume, the subscriber is directed to the original source of the content. If content is available for free, the subscriber is transferred to the website providing the content. If content is available through a subscription service (such as Netflix or Hulu), we allow the subscriber to log-in to the service through our SmartGuide and the subscriber is then directed to the subscription service’s website. If the content is PPV, the subscriber is directed to the page requiring payment for the PPV service. We do not manipulate or distribute the source content, and the provider of the content retains all rights to and management of content.Reach

~~Because~~We wecurrently ~~link~~support ~~subscribers~~content ~~directly~~providers ~~to third-party content sources~~ and inplatform nointegrations ~~way~~across ~~manipulate,~~multiple ~~store~~regions, ~~retransmit~~including orour ~~distribute~~recent ~~this~~Caribbean ~~content, we are not subject to licensing fees or restrictions by third-party content suppliers~~launch. We ~~are~~have ~~not~~observed ~~responsible~~user ~~for~~engagement ~~the availability or content of these external~~across ~~websites,~~devices ~~nor~~and domarkets weand ~~endorse,~~continue ~~warrant~~to orexpand ~~guarantee~~partnerships ~~the products, services or information described or offered. All logos~~ and ~~trademarks used~~platform ~~in the guide are the sole property of their respective owners~~capabilities. WeWhile ~~believe that this is a complementary relationship in which~~ we ~~directly supply~~believe ~~free~~these ~~traffic~~indicators tomay ~~content~~support ~~suppliers~~future adoption, ~~much~~they ~~like~~are ~~the~~not ~~print-based~~guarantees ~~model~~of ~~employed~~sustained bygrowth TVor ~~Guide~~financial ~~in past decades~~performance.

~~Our~~Multiple ~~SmartGuide~~Pathways ~~technology is~~for ~~currently~~Expansion ~~available on computers, “smart” phones, tablets, streaming devices~~ and “smart” TV’s. It is available directly to consumers, branded as FreeCast.com, and will also be distributed by third parties, both as FreeCast.com and under other licensed brand names and partnerships.Scale

We believe several ongoing industry trends will benefit us:

Growth in ad-supported streaming and mobile-first consumption

Expansion of digital video platforms in emerging markets

Increasing demand for unified content aggregation and monetization solutions

Continued development of our SmartGuide, PaaS, BEST, D2M, and Zer0Gap Ads capabilities

These trends may create opportunities for platform expansion; however, execution is subject to significant uncertainties.

Reinvesting Today to Enable Scalable Growth Tomorrow

Consistent with strategies observed in leading technology companies, including Amazon and Tesla, we believe that reinvesting in platform development, infrastructure and talent during our early stages should position us for long-term growth.

Our approach prioritizes the expansion of our SmartGuide, PaaS, BEST, D2M and Zer0Gap Ads capabilities, as well as global scaling initiatives, including our Caribbean deployment.

We are prioritizing early-stage investments intended to enhance our platform capabilities, expand our global footprint and position us to capitalize on adoption and monetization opportunities over time. While we believe these investments may support future growth, we do not expect near-term profitability, and our actual results may differ materially from our expectations.

Key Risks and Uncertainties

Our forward-looking statements are subject to risks and uncertainties, including:

Market adoption and changing consumer preferences

Competitive pressures and technological advancements

Regulatory developments affecting streaming, advertising, or mobile distribution

Dependence on third-party platforms, infrastructure and partners

Investors are cautioned that actual results may differ materially from expectations.

Positioned for the Global Evolution of Digital Media

We believe FreeCast is developing a platform designed to participate in the ongoing transformation of the global digital video market. Through continued investment in technology, international expansion and platform capabilities, we seek to create long-term opportunities across streaming, mobile and advertising ecosystems. While outcomes are subject to significant uncertainties, and we may not achieve our anticipated results, we are focused on executing our strategy and expanding our global presence.

Our Company

FreeCast is a technology-driven streaming entertainment aggregator offering a unified, à la carte service for television (TV) entertainment through a comprehensive PaaS model. Our proprietary platform consolidates available entertainment content, advertising, and delivery infrastructure into a single, centralized ecosystem, reducing the complexity for consumers who would otherwise need to navigate multiple streaming services. Leveraging our SmartGuide® digital interactive technology, users can organize and access streaming content in a familiar, cable-like TV guide format across all Wi-Fi-enabled devices, including smart TVs, streaming devices, mobile phones, tablets, and computers.

We operate through three complementary deployment models: (i) a PaaS model that provides telecom operators, internet service providers (ISPs), municipalities, enterprises and major brands with a turnkey infrastructure to deploy fully branded streaming services; (ii) BEST, a model that bridges traditional over-the-air broadcasting with internet streaming by pairing free over-the-air (OTA) television with a simultaneous free online stream using digital rights management for content protection; and (iii) D2M, a software-based video distribution system that enables telecom operators and ISPs to launch revenue-generating television services across existing consumer devices at near-zero deployment cost through multiple delivery networks including 5G, broadband, satellite, and ATSC 3.0.

FreeCast’s business model is built on licensing its advanced streaming technology to a diverse range of partners, including commercial entities, device manufacturers, consumer brands, and Digital Out-of-Home (DOOH) advertising networks. Our platform supports co-branding for Consumer Direct Platforms (CDPs) with large user bases, enabling rapid market expansion and efficient scaling through B2B2C partnerships. Rather than acquiring individual subscribers, we partner with CDPs.

Designed for broad accessibility, FreeCast operates as a non-competitive, agnostic “omnichannel streaming platform,” meaning users do not need multiple apps to access their favorite content. Instead, our technology aggregates all content into one seamless interface, available directly to consumers under the FreeCast.com brand and distributed through third-party partners under licensed brand names. By integrating our SmartGuide® technology, CDPs can provide their users with a centralized platform to access all streaming apps and content in one place, enhancing service offerings and creating new revenue opportunities through advertising and commissions.

We offer subscribers of CDPs a centralized place to access their online media subscriptions, along with more than 700 channels, including global Free Ad-Supported TV (FAST) channels, local and regional OTA integrated broadcast channels, premium pay OTT channels and leading news and entertainment content, both live and on demand. Our proprietary content aggregation technology automatically crawls the Internet to locate additional commercial-quality entertainment content from thousands of sources, including free, paid and subscription-based content.

Our SmartGuide® integrates this information and presents it in an easy-to-use, cable-like TV guide format. Our services are accessible via the Internet as a software application on all Wi-Fi-enabled devices, including smart TVs, streaming devices, mobile phones, tablets, and computers.

Our service is available directly to consumers under the FreeCast.com brand and is also distributed by third parties under licensed brand names and partnerships. Additionally, our service is available to CDPs and can be co-branded to align with their established user base.

Our strategy is to expand domestically and globally by securing licensing agreements with CDPs that already have a substantial user base. We continually enhance customer experience by expanding our content catalog, refining our user interface and extending our service to more Internet-connected devices. In addition to mobile carriers, we partner with telecom providers, including fixed wireless and broadband ISPs to bundle our aggregated streaming service with connectivity. These partnerships can include: (i) revenue sharing on ad inventory generated by the ISP’s subscribers on our platform; (ii) promotional bundles of our premium channel packages; and (iii) data driven advertising opportunities leveraging our first party viewing signals to improve targeting (subject to privacy compliance). We believe this model can raise ARPU and reduce ISP churn while avoiding traditional set top hardware and retransmission fee costs through our software first approach.

Broadcasters and Programmers. We provide a turnkey path for local and niche programmers to distribute channels in a streaming environment, including FAST channel assembly, distribution on our platform, and ad monetization. We anticipate a revenue model comprising: (i) monthly platform/hosting fees; (ii) time and materials fees for channel buildouts; and (iii) revenue sharing on advertisements sold by us and by the programmer, with the programmer retaining 100% of locally sold ad inventory and sharing in platform sold inventory. Our roadmap also contemplates integration with next generation broadcast standards (e.g., ATSC 3.0) to deliver hybrid broadcast enabled streaming experiences. FreeCast’s flexible distribution model and advanced technology position us to disrupt the current streaming industry, delivering convenience to consumers and value to our partners.

Following the end of the product lifecycle of our legacy product, Rabbit TV, and the conclusion of our partnership with Telebrands Corp. in 2017, we spent over two years rebuilding our product. This development not only improved our proprietary technology but also positioned us to capitalize on the fast-moving nature of the industry and capture new revenue streams. During this transition, sales primarily stemmed from legacy Rabbit TV sales, which declined over time, as expected.

Our revenue streams include:

●

Advertising Revenue – Generated through ad placements within the platform.

●

Subscription Revenue – From additional monthly content bundles.

●

Product Revenue – From selling digital high-definition TV antennas.

●

Licensing Revenue – From partnerships with CDPs and third-party distributors.

●

Referral Fees – Earned through partnerships with content providers.

The following table shows the aggregate number of subscribers at the end of each reporting period presented in this prospectus.

	For the Period Ended
*Subscribers ⁽¹⁾*	December 31, 2025		June 30, 2025
Ad-Supported		992,141		958,439
Paid		14,062		17,062
Total Subscribers:		1,006,203		975,501

(1)

“Subscriber” refers to any individual or entity that has registered for access to our platform, whether on a paid or free (ad-supported) tier basis, subject to the terms of our service. This metric represents the cumulative number of accounts that have been created on our platform since inception, regardless of whether the account holder has engaged with the platform recently or at all. An account is counted as a subscriber from the date of initial registration and continues to be included in the subscriber count indefinitely, even if the user has had no subsequent activity. We do not currently distinguish between active and inactive subscribers in our reported subscriber metrics. As a result, the total subscriber count may not be indicative of the number of users who actively use the platform or who generate revenue for us in any given period.

The basis of our service platform is our proprietary content aggregation technology that automatically crawls the Internet to locate commercial-quality entertainment content from thousands of sources, including free, paid and subscription-based content. Additionally, we subscribe to the top entertainment data services such as Gracenote (owned by Nielsen), Xperi and Reelgood who provide real-time updates. Our technology then sorts through and manages all available commercial-quality digital media, including both live and on-demand video from free subscription and pay-per-view (PPV) services.

The SmartGuide is presented to consumers in a familiar, easy-to-use cable-like TV guide format, accessible via the Internet and as a software application on all Wi-Fi enabled devices, including computers, smartphones, tablets, streaming devices, and smart TVs. The SmartGuide uses images and related information on customized guide pages to provide subscribers with an intuitive way to explore all available media choices from one centralized account, regardless of device or location.

Upon selecting content, subscribers are directed to the original source of the content. If content is available for free, the subscriber is transferred to the website providing the content. If content is available through a subscription service (such as Netflix or Hulu), the subscriber can log in through our SmartGuide and is then directed to the subscription service’s website. For PPV content, the subscriber is directed to the payment page for the PPV service. We do not manipulate, store, retransmit or distribute this source content. The provider of the PPV content retains all rights and management of their content.

We believe that, because we link subscribers directly to third-party PPV content sources and in no way manipulate, store, retransmit or distribute this content, we are not subject to licensing fees or restrictions by third-party PPV content suppliers. We are not responsible for the availability or content of these external websites, nor do we endorse, warrant or guarantee the products, services or information described or offered. All logos and trademarks used in the guide are the sole property of their respective owners. We believe that this is a complementary relationship in which we directly supply free traffic to content suppliers, much like the print-based model employed by TV Guide in past decades.

Our SmartGuide technology is available directly to consumers, branded as FreeCast.com, and is also distributed by third parties, both as FreeCast.com and under other licensed brand names and partnerships. Through commercial partnerships, device integrations, and co-branding arrangements with CDPs, FreeCast expands its reach and provides a unified entertainment experience to a broad and diverse user base.

We have incurred recurring losses from operations since inception, and as of December 31, 2025, had an accumulated deficit of $200,881,532. Consequently, we raise substantial doubt that we will be able to continue operations as a going concern, and our independent auditors included an explanatory paragraph regarding this uncertainty in their report on our financial statements for the year ended June 30, 2025. Our continuation as a going concern is contingent upon our ability to obtain additional financing and to generate revenue and cash flow to meet our obligations on a timely basis.

Equity Purchase Agreement

On December 8, 2025, we entered into the EPA, which was subsequently amended on March 30, 2026, with the Selling Shareholder, pursuant to which we may sell, at our discretion from time to time, up to $50 million of shares of our Class A common stock, subject to the terms and conditions of the EPA. The EPA is intended to provide us with a flexible source of capital, although we are not obligated to utilize the facility and may elect not to sell any shares under it. The shares being registered for resale in this prospectus include shares issued or issuable to the Selling Shareholder under the EPA. See “Description of ELOC Financing” for additional information.

Under the EPA, upon receipt of a valid Advance Notice and subject to the terms and conditions of the EPA, the Selling Shareholder is contractually obligated to purchase the applicable shares. The Selling Shareholder will purchase shares for its own account at a price determined in accordance with the EPA and will bear the risk of any decline in the market price of our Class A common stock after such purchase. Because the purchase price is determined over a pricing period following delivery of an Advance Notice, the exact price at which shares will be sold is not known at the time we elect to sell shares under the EPA. The number of shares of Class A common stock registered for resale pursuant to this prospectus represents the number of shares we currently expect to issue and sell to the Selling Shareholder under the EPA, based on our current estimated financing needs and assumptions regarding the market price of our Class A common stock. The actual number of shares issued may be greater or fewer depending on these factors at the time of each sale. If the market price of our Class A common stock declines, we may be required to register additional shares to access the full $50 million commitment under the EPA. The issuance of the ELOC Commitment Shares will result in dilution to existing shareholders, independent of any sales of shares under the EPA.

Relationship with Nextelligence, Inc.

On June 30, 2011, we entered into a Technology License and Development Agreement, which was amended and restated on October 19, 2012, amended on July 1, 2013, amended and restated a second time on July 31, 2014 and further revised to terminate all payments to Nextelligence pursuant to the agreement, effective on June 30, 2016 (the “Technology Agreement”), with Nextelligence, Inc., or Nextelligence, which is majority owned and controlled by William A. Mobley, Jr., our founder, Chief Executive Officer and Chairman ~~of our board of directors~~. The Technology Agreement, which terminates on June 30, 2054, provides us with an exclusive license to a web-based application that installs in the end-user’s browser and any supported email functions or chat functions with search and certain other features (the “Technology”) from Nextelligence and for Nextelligence to provide all further development, improvement, modification, maintenance, management and enhancement services related to the Technology.

Emerging Growth Company Status

We qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements that are applicable to other companies that are not emerging growth companies. Accordingly, we have included detailed compensation information for only our three most highly compensated executive officers and have not included a compensation discussion and analysis of our executive compensation programs in this prospectus. In addition, for so long as we are an “emerging growth company,” we will not be required to:

● engage an auditor to report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes–Oxley Act of 2002, or Sarbanes–Oxley Act; ● comply with any requirement that may be adopted by the Public Company Accounting Oversight Board (PCAOB) regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis); ● submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay,” “say-on-frequency,” and “say-on-golden parachutes;” or ● disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparison of the chief executive officer’s compensation to median employee compensation.

2● comply with any requirement that may be adopted by the Public Company Accounting Oversight Board (PCAOB) regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

●

submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay,” “say-on-frequency,” and “say-on-golden parachutes;” or

●

disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparison of the chief executive officer’s compensation to median employee compensation.

In addition, the JOBS Act provides that an “emerging growth company” can use the extended transition period for complying with new or revised accounting standards, which we have elected to take advantage of.

We will remain an “emerging growth company” until the earliest to occur of:

● our reporting $1.07 billion or more in annual gross revenues; ● our issuance, in a three-year period, of more than $1 billion in non-convertible debt; ● the end of the fiscal year in which the market value of our common stock held by non-affiliates exceeds $700 million on the last business day of our second fiscal quarter; or ● June 30, 2029.

●

our issuance, in a three-year period, of more than $1 billion in non-convertible debt;

●

the end of the fiscal year in which the market value of our Class A common stock held by non-affiliates exceeds $700 million on the last business day of our second fiscal quarter; or

●

June 30, 2031.

Our Corporate Information

We were incorporated on June 21, 2011, in the State of Florida. Our principal executive offices are located at 6901 TPC Drive, Suite ~~200~~100 Orlando, Florida 32822. Our telephone number is (407) 374-1607. We maintain a website at www.FreeCast.com. The information contained on our website is not, and should not be interpreted to be, a part of this prospectus.

Trademark and Service Mark Notice

FreeCast, SmartGuide and SelectTV are registered service marks of FreeCast, Inc. We use these registered service marks in connection with the operation of our business, including our corporate name, logos and website names. Other trademarks, service marks and trade names appearing in this prospectus are the property of their respective owners. Solely for convenience, some of the trademarks, service marks, and trade names referred to in this prospectus are listed without the ® and ™ symbols.

3Summary Financial Data

~~THE~~The ~~OFFERING~~following table presents a summary of our historical financial data for the periods presented and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and notes thereto included elsewhere in this prospectus. The statements of operations data for the six months ended December 31, 2025, and 2024, are derived from our financial statements included elsewhere in this prospectus. Our historical results are not necessarily indicative of the results to be expected in the future.

Common stock being offered by us	shares
	Year Ended						Six Months Ended						Three Months Ended
Common stock outstanding immediately before this offering	shares
	June 30,						December 31,						December 31,
Common stock outstanding after this offering	shares (or shares if the underwriters exercise the option to purchase additional shares in full).
	2025			2024			2025			2024			2025			2024
Over-allotment option	We have granted to the underwriters an option to purchase up to an additional _______________ shares of common stock to cover over-allotments, if any, at the applicable public offering price less the underwriting discounts and commissions shown on the cover page of this prospectus. The underwriters may exercise this option in full or in part at any time and from time to time until 45 days after the date of this prospectus.
Statements of Operations Data:
Representative Warrants	Upon the closing of this offering, we have agreed to issue to Maxim, as representative to the underwriters in this offering (the “Representative”), warrants (the “Representative Warrants”) exercisable for a period of five years from the commencement of sales in this offering entitling the Representative to purchase 8% of the number of shares of common stock sold in this offering (including shares of common stock sold pursuant to the underwriters’ over-allotment option) at an exercise price equal to 110% of the public offering price. The warrants will be immediately exercisable and expire on the fifth anniversary of the commencement of sales of this offering. For additional information regarding our arrangement with the underwriters, please see “Underwriting.”
Total Revenue	$	628,149		$	507,920		$	257,950		$	269,952		$	62,090		$	151,545
Use of Proceeds	We expect to receive net proceeds, after deducting underwriting discounts and commissions and estimated expenses payable by us, of approximately $ million (or approximately $ million if the underwriters exercise their option to purchase additional shares in full), based on an assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover of this prospectus. We intend to use the net proceeds from this offering for working capital and other general corporate purposes, which may include financing our growth, developing new products, and funding capital expenditures, acquisitions and investments.
Total Cost of Revenue		346,581			336,996			91,741			176,186			39,636			73,943
Dividend Policy	We do not anticipate paying any cash dividends on our common stock. In addition, we may incur indebtedness in the future that may restrict our ability to pay dividends. See “Dividend Policy” on page 21.
Total Operating Expenses		14,037,006			10,899,711			5,723,644			7,492,001			2,772,302			3,964,976
Proposed Nasdaq trading symbol	We have applied to list our common stock on the Nasdaq Capital Market under the symbol “CAST.” No assurance can be given that our application will be approved.
Loss From Operations		(13,755,438	)		(10,728,787	)		(5,557,435	)		(7,398,235	)		(2,749,848	)		(3,887,374	)
Risk Factors	The securities offered by this prospectus are speculative and involve a high degree of risk and investors purchasing securities should not purchase the securities unless they can afford the loss of their entire investment. See “Risk Factors” beginning on page 7.
Total Other (Expense) Income		(310,510	)		(1,717,429	)		(88,896	)		(91,088	)		(34,134	)		(42,144	)
Net Loss		(14,065,948	)		(12,446,216	)		(5,646,331	)		(7,489,323	)		(2,783,982	)		(3,929,518	)
Net Loss per share, basic and diluted	$	(0.36	)	$	(0.62	)	$	(0.14	)	$	(0.19	)	$	(0.07	)	$	(0.10	)

Lock-Up In connection with our initial public offering, we, our directors, executive officers, and certain shareholders holding three percent (3%) or more of our common stock have agreed not to offer, issue, sell, contract to sell, encumber, grant any option for the sale of or otherwise dispose of any of our securities for a period of 180 days following the closing of the offering of the shares. See “Underwriting” for more information.

The number of shares of our common stock to be outstanding after this offering is based on 44,164,626 shares outstanding as of June 30, 2023. The number of shares of our common stock to be outstanding after this offering does not take into account:

● 26,112,174 shares of common stock issuable upon the exercise of outstanding warrants as of June 30, 2023 at a weighted average exercise price of $1.55 per share. ● 1,615,324 shares of common stock issuable upon exercise of outstanding options, of which 1,586,721 have vested and are exercisable as of June 30, 2023, at a weighted average exercise price of $2.00 per share. ● 4,384,676 shares of common stock available for future issuance under our 2021 Incentive Award Plan. ● shares of common stock issuable upon the exercise of Representative Warrants at an exercise price of $ per share. ● 23,190,481 shares of common stock issuable upon the exercise of outstanding convertible debt as of June 30, 2023 at a conversion price of $0.25 per share.

Unless otherwise noted, the information in this prospectus assumes that the underwriters do not exercise their over-allotment option.

SUMMARY FINANCIAL DATA

The following table presents our summary historical financial data for the periods presented and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and notes thereto included elsewhere in this prospectus. The statements of operations data for the fiscal years ended June 30, 2023 and 2022 are derived from our audited financial statements included elsewhere in this prospectus. Our historical results are not necessarily indicative of the results to be expected in the future.

	Fiscal Year Ended June 30,
	2023			2022
Statements of Operations Data:
Total Revenue	$	507,200		$	303,217
Total Cost of Revenue		220,147			157,285
Total Operating Expenses		8,009,178			10,608,737
Loss From Operations		(7,722,125	)		(10,462,805	)
Total Other Income (Expense)		1,336,008			(1,141,117	)
Net Loss		(6,386,117	)		(11,603,922	)
Net Loss attributable to common shareholders		(16,235,064	)		(11,603,922	)
Net Loss per share, basic and diluted		(0.40	)		(0.32	)

The pro forma statement of financial condition data as of June 30, 2023 gives effect to this offering based on an assumed initial public offering price of $ per share, which is the midpoint of the range listed on the cover page of this prospectus.

	As of June 30, 2023
	Actual			Pro Forma
				(unaudited)
Balance Sheets Data:
Cash and Cash Equivalents	$	1,634,494
Accounts Receivable		3,613
Total Assets		1,902,804
Total Current Liabilities		4,276,801
Total Liabilities		9,816,703
Total Shareholders’ Equity (Deficit)		(7,913,899	)

Summary of Risk Factors

Investing in our Class A common stock involves a high degree of risk. You should carefully consider all the information in this prospectus prior to investing in our Class A common stock. These risks are discussed more fully in the next section entitled “Risk Factors.” These risks and uncertainties include, but are not limited to, the following:

●

We may not be able to continue as a going concern without additional financing.

●

We are reliant on a limited number of customers, and the loss of one or more of these customers would adversely affect our business.

●

If our efforts to build strong brand identity and improve subscriber satisfaction and loyalty are not successful, we may not be able to attract or retain subscribers, and our operating results may be adversely affected.

●

If we are unable to continue using our current marketing channels, our ability to attract new subscribers may be adversely affected.

●

Our reported subscriber count includes inactive accounts and may not be indicative of current platform engagement or monetization potential.

●

Although we do not distribute content through our service, if we are sued for content accessed through our service, our results of operations would be adversely affected.

●

Our business depends on access to additional capital, which may not be available on acceptable terms or at all.

●

We rely heavily on our proprietary technology to locate and organize online video, radio and games and to manage other aspects of our operations, and the failure of this technology to operate effectively could adversely affect our business.

●

Any significant disruption in our computer systems or those of third-party service providers that we rely on could adversely impact our business.

●

Our reputation and relationships with subscribers would be harmed if our subscriber data, particularly billing data, were to be accessed by unauthorized people.

●

Intellectual property claims against us could be costly and result in the loss of significant rights related to, among other things, our Web site, technology, title selection processes and marketing activities.

●

We depend on key management as well as experienced and capable personnel generally, and any failure to attract, motivate and retain our staff could severely hinder our ability to maintain and grow our business.

●

Our Chief Executive Officer and Chief Financial Officer also serve as executive officers of other companies and such other positions may create conflicts of interest for such officers in the future.

●

Changes in consumer viewing habits, including more widespread usage of demand methods of entertainment video consumption could adversely affect our business.

●

Our business depends on continued and unimpeded access to the Internet at non-discriminatory prices, and Internet access providers and Internet backbone providers may be able to block, limit, degrade or charge for access to certain of our products and services, which could lead to additional expenses and the loss of users.

●

Changes in how network operators handle and charge for access to data that travel across their networks could adversely impact our business.

●

An active trading market for our Class A common stock may not develop or be sustained, which could limit your ability to sell your shares.

●

The market price of our Class A common stock may be highly volatile, including experiencing extreme volatility that may be unrelated to our operating performance.

●

The dual class structure of our common stock will have the effect of concentrating voting control with our founder, Chief Executive Officer and Chairman, William A. Mobley, Jr., which will limit or preclude your ability to influence corporate matters, including the election of directors and the approval of any change of control transaction, and that may adversely affect the trading price of our Class A common stock.

●

We are a “controlled company” within the meaning of the Nasdaq rules and, as a result, qualify for and rely on exemptions from certain corporate governance requirements. As a result, our shareholders do not have the same protections afforded to shareholders of companies that cannot rely on such exemptions and are subject to such requirements.

●

If securities or industry analysts do not publish research or reports about our business, if they change their recommendations regarding our Class A common stock adversely, or if we fail to achieve analysts’ earnings estimates, the market price and trading volume of our Class A common stock could decline.

●

If we are unable to meet the continued listing requirements of Nasdaq, Nasdaq will delist our Class A common stock.

●

We do not intend to pay dividends, so any return on investment will depend on stock price appreciation.

●

Sales of our Class A common stock under the EPA may result in substantial dilution to existing shareholders, and we may be required to issue additional shares to access the full commitment.

●

The purchase price of shares sold under the EPA will fluctuate based on market conditions, and we cannot predict the amount of proceeds we will receive.

	●	The Selling Shareholder will purchase shares at a discount to the market price, which could cause the price of our Class A common stock to decline.
	●	Our management will have broad discretion over the use of the net proceeds from our sale of our Class A common stock under our equity line of credit, and you may not agree with how we use the proceeds.

●

The structure of the EPA may encourage short selling or hedging activity, which could adversely affect the market price of our Class A common stock.

●

For as long as we are an “emerging growth company,” we will not be required to comply with certain reporting requirements, including those relating to accounting standards and disclosure about our executive compensation, which apply to other public companies.

●

If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud. As a result, shareholders could lose confidence in our financial and other public reporting, which would harm our business and the trading price of our Class A common stock.

●

In the past, we have had weaknesses in our internal control over financial reporting.

●

Substantial future sales or perceived potential sales of our Class A common stock in the public market could cause the price of our Class A common stock to decline significantly.

●

Anti-takeover provisions in our governing documents could delay or prevent a change in control.

RISK FACTORS

Investing in our ~~common~~Class A common stock involves a high degree of risk. You should consider carefully the risks and uncertainties described below, together with all of the other information in this prospectus, including the financial statements, the notes thereto and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus before deciding ~~whether~~ whether to invest in shares of our Class A common stock. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of or that we deem immaterial may also become important factors that adversely affect our business. If any of the following risks actually occur, our business, financial condition, results of operations and future prospects could be materially and adversely affected. In that event, the market price of our Class A common stock could decline, and you could lose ~~part~~ part or all of your investment.

Risks ~~Relating~~Related to Our Business

We may not be able to continue as a going concern without additional financing, and if such financing is not available to us or is not available to us on acceptable terms, we may be forced to cease operations.

We have a limited operating history and have incurred recurring losses from operations. As of ~~June~~December 3031, ~~2023~~2025, we have an accumulated deficit of $48200,~~725~~881,~~037~~532, and a a stockholders’ deficit of $73,~~913~~547,~~899~~862. For the ~~fiscal~~three months ended December 31, 2025, and 2024, we incurred a net loss of $2,783,982 and $3,929,518, respectively. For the six months ended December 31, 2025, and 2024, we incurred a net loss of $5,646,331 and $7,489,323, respectively. As of June 30, 2025, we had an accumulated deficit of $195,235,201, and a stockholders’ deficit of $4,853,508. For the years ended June 30, ~~2023~~2025 and ~~2022~~2024, we incurred a net loss of $614,~~386~~065,~~117~~948 and $1112,~~603~~446,~~922~~216, respectively. Our failure to generate sufficient revenues, effectively manage expenses or raise additional capital could adversely affect our ability to achieve our intended business objectives. These matters, among others, raise substantial doubt about our ability to continue as a going concern.

We funded our initial operations primarily through sales of Class A common stock to accredited investors, debt financing, and exchange of Class A common stock for services received by us. We cannot be certain that additional funding will be available on acceptable terms, or at all. To the extent that we raise ~~additional~~ additional funds by issuing equity securities, our shareholders may experience significant dilution. Any debt financing, if available, may involve restrictive covenants that impact our ability to conduct business. If we are not able to raise additional capital when required or on acceptable terms, we may have to: (i) significantly delay, scale back or discontinue the development or commercialization of new products; (ii) seek collaborators for further development and commercialization of our products; or (iii) relinquish or otherwise dispose of some or all of our rights to technologies or the products that we would otherwise seek to develop or commercialize.

Our SmartGuide relies on a technology that we license from Nextelligence, Inc. and any interruption of our rights as a licensee could have a significant adverse impact on some major aspects of our business, such as product development, customer retention and sales.

Our SmartGuide has been built on technology developed by Nextelligence, Inc., or Nextelligence, and used by us pursuant to a Technology License and Development Agreement (as amended, the “Technology Agreement”). Nextelligence is principally owned and controlled by William A. Mobley, Jr., our founder, Chief Executive Officer and Chairman ~~of our board of directors~~. The Technology Agreement provides that Nextelligence is obligated to provide all further development, improvement, modification, maintenance, management and enhancement services related to the technology ~~in exchange for certain payments to Nextelligence by us~~. The Technology Agreement may be terminated if, among other things, we breach the Technology Agreement, if we become insolvent or subject to ~~the~~ bankruptcy laws, or if there is a change of control (as defined in the Technology Agreement). If we were not able to use the technology for any reason, it could have a significant adverse impact on some major aspects of our business, such as product development, customer retention and sales.

If our efforts to attract and retain subscribers are not successful, our business will be adversely affected.

Our ability going forward to attract and retain subscribers will depend on our ability to consistently provide a robust, valuable and quality experience for selecting and viewing TV shows, movies and channels and access to online radio stations. Furthermore, the relative service levels, content offerings, pricing and related features of competitors to our service may adversely impact our ability to attract and retain subscribers. If consumers do not perceive our service offering to be of value, or if we introduce new or adjust existing services that are not favorably received by them, we may not be able to attract subscribers. In addition, many of our subscribers are re-joining our service or originate from word-of-mouth advertising from existing subscribers. Our attracting and retaining subscribers may depend on our ability to:

● offer a secure platform; ● provide tools and services that meet the evolving needs of consumers; ● provide a wide range of high-quality product and service offerings; ● enhance the attractiveness of our platform; ● maintain the quality of our customer service; and ● continue adapting to the changing demands of the market.

If● ~~our~~provide ~~efforts~~tools ~~to satisfy our existing subscribers are not successful, we may not be able to attract new subscribers,~~ and asservices ~~a result, our ability to maintain or grow our business will be adversely affected. Subscribers cancel their subscription to our service for many reasons, including a perception~~ that ~~they~~meet ~~do not use~~ the ~~service~~evolving ~~sufficiently,~~needs ~~the need to cut household expenses, availability~~ of content is limited, competitive services provide a better value or experience and customer service issues are not satisfactorily resolved. We must continually add new subscribers both to replace subscribers who cancel and to grow our business beyond our current subscriber base. If too many of our subscribers cancel our service, or if we are unable to attract new subscribers in numbers sufficient to grow our business, our operating results will be adversely affected. If we are unable to successfully compete with current and new competitors in both retaining our existing subscribers and attracting new subscribers, our business will be adversely affected. Further, if excessive numbers of subscribers cancel our service, we may be required to incur significantly higher marketing expenditures than we currently anticipate in order to replace these subscribers with new subscribers.consumers;

●

provide a wide range of high-quality product and service offerings;

●

enhance the attractiveness of our platform;

●

maintain the quality of our customer service; and

●

continue adapting to the changing demands of the market.

If our efforts to satisfy our existing subscribers are not successful, we may not be able to attract new subscribers, and as a result, our ability to maintain or grow our business will be adversely affected. Subscribers cancel their subscription to our service for many reasons, including a perception that they do not use the service sufficiently, the need to cut household expenses, availability of content is limited, competitive services provide a better value or experience, and customer service issues are not satisfactorily resolved. We must continually add new subscribers both to replace subscribers who cancel and to grow our business beyond our current subscriber base. If too many of our subscribers cancel our service, or if we are unable to attract new subscribers in numbers sufficient to grow our business, our operating results will be adversely affected. If we are unable to successfully compete with current and new competitors in both retaining our existing subscribers and attracting new subscribers, our business will be adversely affected. Further, if excessive numbers of subscribers cancel our service, we may be required to incur significantly higher marketing expenditures than we currently anticipate in order to replace these subscribers with new subscribers.

Our reported subscriber count includes inactive accounts and may not be indicative of current platform engagement or monetization potential.

We define a “subscriber” as any individual or entity that has registered for access to our platform, whether on a paid or free (ad-supported) tier basis. This metric represents cumulative account registrations since inception, and includes accounts that may be dormant, inactive or no longer engaged with the platform. We do not currently remove accounts from our subscriber count based on inactivity or lack of engagement, and we do not separately report the number of active users. As a result, our reported subscriber figures may significantly overstate the number of users who actively use the platform, generate advertising impressions, or contribute to revenue in any given period. Investors should not rely on our total subscriber count as a measure of current platform usage, engagement, or monetization capacity. If we were to adopt an active-user metric or reclassify inactive accounts, the resulting figures could be materially lower than the subscriber counts currently reported.

If we are not able to continue to innovate or if we fail to adapt to changes in our industry, our business, financial condition and results of operations would be materially and adversely affected.

The market for online video, radio and games is characterized by rapidly changing technology, evolving industry standards, new service and product introductions and changing customer demands. Although we have developed new products and services in order to meet customer demands, new technologies and evolving business models for delivery of entertainment video continue to develop at a fast pace and we may not be able to keep up with all of the changes. Consumers are afforded various means for consuming online video, radio and games. The various economic models underlying these differing means of entertainment video delivery include subscription, pay-per-view, ad-supported and piracy-based models. Several competitors have longer operating histories, larger customer bases, greater brand recognition and significantly greater financial, marketing and other resources than we do. New entrants may enter the market with unique service offerings or approaches to distributing online video, radio and games and other companies also may enter into business combinations or alliances that strengthen their competitive positions. The changes and developments taking place in our industry may also require us to re-evaluate our business model and adopt significant changes to our long-term strategies and business plan. If we are unable to successfully or profitably compete with current and new competitors, programs and technologies, our business will be adversely affected, and we may not be able to increase or maintain market share, revenues or profitability.

We may not be able to maintain or grow our revenue or our business.

Since the beginning of fiscal year 2019, we have been focused on investing in and developing new technologies, which we anticipate will drive future growth and give us a sustainable revenue stream. In addition, we have transitioned to a “multi license” model from a “single-license” model. We believe that with new technology, coupled with our new sales and marketing strategy focused on generating revenue through free registrations of FreeCast.com by partnering with retailers, manufacturers, operators and/or distributors of streaming devices, mobile phones, broadband carriers, broadcasters, property management, multi-dwelling developers, builders, and various mass consumer communities of streaming tv watchers in exchange for a negotiated revenue sharing percentage with each distributor on a case-by-case basis. However, there can be no assurance that we will be able to generate sufficient revenue from distributor fees or fees from premium content purchased by subscribers through our SmartGuide to fund our operations in the future. In addition, our growth may become stagnant for many other reasons, including decreasing consumer spending, increasing competition, slowing growth of the consumption of online video, radio and games, changes in government policies or general economic conditions.

If we are not able to manage our growth, our business could be adversely affected.

We are currently engaged in an effort to grow our service by promoting online access renewal, developing new products, expanding internationally and to residents of rural areas. As we undertake all these changes, if we are not able to manage the growing complexity of our business, including improving, refining or revising our systems and operational practices, our business may be adversely affected.

8We are reliant on a limited number of customers, and the loss of one or more of these customers would adversely affect our business.

For the six months ended December 31, 2025, and 2024, more than 39% and 52%, respectively, of our total revenue was derived from two related party customers. For the fiscal years ended June 30, 2025, and June 30, 2024, more than 35% and 52%, respectively, of our total revenue was derived from the same two related party customers. The loss of either customer, or a substantial reduction in their business with us, would adversely affect our financial performance and our business. Our reliance on a small customer base limits our ability to mitigate downturns in specific customer relationships or industry segments. Strategic decisions made by these customers could adversely impact our operations, including pricing, service levels, and product development priorities. Financial instability or delayed payments from these customers could negatively affect our liquidity and working capital. We cannot be certain that we will retain these customers or replace the revenue if we lose them. Any disruption in our relationship with these two customers would likely have an adverse impact on our financial condition and business.

We must continue to build and maintain strong brand identity for our products and services, which have expanded over time. We believe that strong brand identity will be important in attracting subscribers. If our efforts to promote and maintain our existing brands and brands we develop in the future are not successful, our operating results and our ability to attract subscribers may be adversely affected. From time to time, subscribers’ express dissatisfaction with our service, including, among other things, title availability, processing and service interruptions. To the extent dissatisfaction with our service is widespread or not adequately addressed, our brand may be adversely impacted and our ability to attract and retain subscribers may be adversely affected. With respect to our planned international expansion, we will also need to establish our brand and to the extent we are not successful, our business in new markets would be adversely impacted.

If we are unable to manage the mix of subscriber acquisition sources, our subscriber levels and marketing expenses may be adversely affected.

We utilize a broad mix of marketing programs to promote our service to potential new subscribers. We obtain new subscribers through our online marketing efforts, including paid search listings, banner ads, text links and permission-based e-mails. In addition, we have engaged in various offline marketing programs, including TV and radio advertising, direct mail and print campaigns, consumer package and mailing insertions. We maintain an active public relations program to increase awareness of our service and drive subscriber acquisition. We opportunistically adjust our mix of marketing programs to acquire new subscribers at a reasonable cost with the intention of achieving overall financial goals. If we are unable to maintain or replace our sources of subscribers with similarly effective sources, or if the cost of our existing sources increases, our subscriber levels and marketing expenses may be adversely affected.

If we are unable to continue using our current marketing channels, our ability to attract new subscribers may be adversely affected.

We may not be able to continue to support the marketing of our service by current means if such activities are no longer available to us, become cost prohibitive or are adverse to our business. If companies that currently promote our service decide that we are negatively impacting their business, that they want to compete more directly with our business or enter a similar business or decide to exclusively support our competitors, we may no longer be given access to such marketing through them. In addition, if advertising rates increase, we may curtail marketing efforts or otherwise experience an increase in our marketing costs. Laws and regulations impose restrictions on the use of certain channels, including commercial e-mail and direct mail. We may limit or discontinue use or support of e-mail and other activities if we become concerned that subscribers or potential subscribers deem such activities intrusive, which could affect our goodwill or brand. If the available marketing channels are curtailed, our ability to attract new subscribers may be adversely affected.

Although we do not distribute content through our service, if we are sued for content accessed through our service, our results of operations would be adversely affected.

Although we do not distribute content through our service, we face potential liability for negligence, copyright, patent or trademark infringement or other claims based on content accessed through our service. We also may face potential liability for content uploaded from our users in connection with our community-related content or reviews. If we become liable for such activities, then our business may suffer. Litigation to defend these claims could be costly and the expenses and damages arising from any liability could harm our results of operations. We cannot assure you that we are insured or indemnified to cover claims of these types or liability that may be imposed on us.

We rely upon a number of partners to offer our service.

We currently offer subscribers the ability to easily navigate available sources of online video, radio and games and consume such media through their computers and other Internet-connected devices. If we are not successful in maintaining existing and creating new relationships with content providers, or if we encounter technological, content licensing or other impediments to our ability to organize content, our ability to grow our business could be adversely impacted. Furthermore, mobile devices and ~~TV’s~~TVs are manufactured and sold by entities other than FreeCast and while these entities should be responsible for the devices’ performance, the connection between these devices and FreeCast may nonetheless ~~result~~ result in consumer dissatisfaction toward FreeCast and such dissatisfaction could result in claims against us or otherwise adversely impact ~~our~~ our business.

Any significant disruption in our computer systems or those of third-~~parties~~party service providers that we ~~utilize~~rely inon ~~our operations~~ could ~~result in a loss or degradation of service and could~~ adversely impact our business.

Subscribers and potential subscribers access our service through our ~~Web~~website ~~site~~ or their TVs, computers, game consoles, or streaming or mobile devices. Our reputation and ability to attract, retain and serve ~~our~~ subscribers ~~are~~depend ~~dependent~~on ~~upon~~ the reliable performance of our computer systems and those of third-~~parties~~party service providers that we utilize in our operations. Interruptions in these systems, or with the Internet in general, including discriminatory network management practices, could make our service unavailable or degraded. ~~Much of our software is proprietary, and we rely on the expertise of our engineering and software development teams for the continued performance of our software and computer systems.~~ Service interruptions, errors in our software or the unavailability of computer systems used in our operations could diminish the overall attractiveness of our service to existing and potential ~~customers~~subscribers.

Our servers and those of third-~~parties~~party service providers we use in our operations are vulnerable to computer viruses, physical or electronic break-ins, cyber-attacks and similar disruptions, which could lead to interruptions and delays in our service and operations, as well as loss, misuse or theft of data. Our website ~~Web site~~ periodically experiences directed attacks intended to cause a disruption in service. Any ~~attempts~~successful byattempt ~~hackers~~ to disrupt our service or ~~our~~ internal systems, ~~if successful,~~ could harm our business, be expensive to remedy and damage our reputation. Our insurance does not cover expenses related to to attacks on our ~~Web~~website ~~site~~ or internal systems., ~~Efforts~~and efforts to prevent ~~hackers~~such ~~from~~attacks ~~entering our computer systems~~ are ~~expensive~~costly ~~to implement~~ and may limit the functionality of our services. ~~Any significant disruption to our service or internal computer systems could result in a loss of subscribers and adversely affect our business and results of operations.~~

We ~~utilize~~rely ~~our~~on ~~own~~third-party ~~communications~~service ~~and~~providers, ~~computer~~including ~~hardware~~cloud ~~systems~~computing ~~located~~and ~~either~~distributed ininfrastructure ~~our~~platforms, ~~facilities~~to orsupport incritical ~~that~~aspects of aour ~~third-party~~operations, ~~Web~~including data ~~hosting provider. In addition~~processing, westorage ~~utilize third-party~~and ~~Internet-based~~service ordelivery. ~~“cloud”~~Because ~~computing~~we ~~services~~cannot ineasily ~~connection~~switch ~~with~~ our ~~business~~ operations. ~~Problems~~to ~~faced~~alternative ~~by our third-party Web hosting or cloud computing~~ providers, ~~including~~any ~~technological~~disruption of or ~~business-related~~interference ~~disruptions,~~with ~~could~~our ~~adversely~~use ~~impact the experience~~ of ~~our~~these ~~subscribers.~~third-party ~~In addition~~services, ~~fires,~~whether ~~floods,~~due ~~earthquakes,~~to ~~power losses~~technological, ~~telecommunications~~operational ~~failures,~~or ~~break~~business-~~ins~~related ~~and similar events could damage these systems and hardware or cause them to fail completely. As we do not maintain entirely redundant systems~~issues, ~~a disrupting~~could ~~event~~adversely ~~could~~impact ~~result in prolonged downtime of~~ our operations and ~~could~~the ~~adversely~~experience ~~affect~~of our ~~business~~subscribers.

WeIn ~~rely~~addition, ~~upon~~fires, ~~third~~floods, earthquakes, ~~parties~~power tolosses, ~~host~~telecommunications ~~certain aspects~~failures and other catastrophic events could damage our systems or those of our third-party service ~~and~~providers ~~any~~or ~~disruption~~cause ~~of,~~them orto ~~interference~~fail ~~with,~~completely. ~~our~~As ~~use~~we ofdo not maintain fully redundant systems, any such ~~third-party~~disruption ~~services~~could ~~would~~result ~~impact~~in prolonged ~~our~~downtime, ~~operations~~loss of subscribers and harm to our business ~~would~~and beresults ~~adversely~~of ~~impacted~~operations.

We make use of a number of services provided by third parties, including distributed computing infrastructure platform for business operations, or what is commonly referred to as a cloud computing service. We have architected our software and computer systems so as to utilize data processing, storage capabilities and other services provided by such third parties. Given this, along with the fact that we cannot easily switch our operations to other providers, any disruption of or interference with our use of current service providers would impact our operations and our business would be adversely impacted.12

We continually enhance or modify the technology used for our operations. We cannot be sure that any enhancements or other modifications we make to our operations will achieve the intended results or otherwise be of value to our subscribers. Future enhancements and modifications to our technology could consume considerable resources. If we are unable to maintain and enhance our technology, our ability to retain existing subscribers and to add new subscribers may be impaired. In addition, if our technology or that of third-parties we utilize in our operations fails or otherwise operates improperly, our ability to retain existing subscribers and to add new subscribers may be impaired. Also, any harm to our subscribers’ personal computers or other devices caused by software used in our operations could have an adverse effect on our business, results of operations and financial condition.

Privacy concerns ~~could~~and ~~limit~~restrictions on our ability to ~~leverage~~to ~~our~~use subscriber data ~~and our disclosure of or unauthorized access to subscriber data~~ could adversely impact our business and reputation.

In the ordinary course of business and, in particular, in connection with merchandising our service to our subscribers, we collect and utilize data supplied by our subscribers. We currently face certain legal obligations regarding the manner in which we treat such information. Other businesses have been criticized by privacy groups and governmental bodies for attempts to link personal identities and other information to data collected on the Internet regarding users’ browsing and other habits. Increased regulation of data utilization practices, including self-regulation or findings under existing laws, ~~that~~which limit our ability to use collected data, could have an adverse effect on our business. In addition, if ~~unauthorized access to our subscriber data were to occur or if~~ we were to disclose data about our subscribers in a manner that was objectionable to them, our business reputation could be adversely affected, and we could face potential legal claims that could impact our operating results.

Our reputation and relationships with subscribers would be harmed if our subscriber data, particularly billing data, were ~~to be~~ accessed by unauthorized ~~persons~~people.

We maintain personal data regarding our subscribers, including names and, in many cases, mailing addresses. With respect to billing data, such as credit card numbers, we rely on licensed encryption and authentication technology to secure such information. We take measures to protect against unauthorized intrusion into our subscribers’ data. If, despite these measures, we, or our payment processing services, experience any unauthorized intrusion into our subscribers’ data, current and potential subscribers may become unwilling to provide the information to us necessary for them to become subscribers, we could face legal claims, and our business could be adversely affected. Similarly, if a well-publicized breach of the consumer data security of any other major consumer Web site were to occur, there could be a general public loss of confidence in the use of the Internet for commerce transactions which could adversely affect our business.

In addition, we do not obtain signatures from subscribers in connection with the use of credit cards by them. Under current credit card practices, to the extent we do not obtain cardholders’ signatures, we are liable for fraudulent credit card transactions, even when the associated financial institution approves payment of the orders. From time to time, fraudulent credit cards are used on our Web site to obtain service. Typically, these credit cards have not been registered as stolen and are therefore not rejected by our automatic authorization safeguards. While we do have a number of other safeguards in place, we nonetheless experience some loss from these fraudulent transactions. We do not currently carry insurance against the risk of fraudulent credit card transactions. A failure to adequately control fraudulent credit card transactions would harm our business and results of operations.

We may not be able to adequately protect our ~~intellectual~~ intellectual property rights.

We rely on a combination of trademark, ~~fair~~copyright, trade ~~practice,~~secret ~~patent, copyright~~ and ~~trade~~other ~~secret~~intellectual ~~protection~~property laws, as well as confidentiality procedures and contractual provisions, to protect our ~~intellectual~~proprietary ~~property~~technology, ~~rights.~~business Weprocesses ~~also~~and ~~enter~~other ~~into~~intellectual ~~confidentiality~~property. ~~agreements~~These ~~with~~measures ~~our~~may ~~employees~~not ~~and~~be ~~any~~sufficient ~~third~~to prevent ~~parties~~unauthorized ~~who may access our proprietary information~~use, ~~and~~disclosure weor ~~rigorously~~misappropriation ~~control~~of ~~access to~~ our ~~proprietary~~intellectual ~~technology and information~~property.

11Confidentiality agreements with employees, contractors and other third parties may be breached, and we may not have adequate remedies for any such breach. In addition, policing unauthorized use of our intellectual property is difficult, time-consuming and costly, and we may be unable to detect or prevent such unauthorized use. Our trade secrets may be disclosed, become known to competitors or be independently developed by others. If we are unable to adequately protect our intellectual property rights, our competitive position could be adversely affected, and our business, financial condition and results of operations could be materially harmed.

Intellectual property protection may not be sufficient and confidentiality agreements may be breached by counterparties, and there may not be adequate remedies available to us for any such breach. Accordingly, we may not be able to effectively protect our intellectual property rights or to enforce our contractual rights, including our rights under the Technology Agreement with Nextelligence. In addition, policing any unauthorized use of our intellectual property is difficult, time-consuming and costly and the steps we have taken may be inadequate to prevent the misappropriation of our intellectual property. In the event that we resort to litigation to enforce our intellectual property rights, such litigation could result in substantial costs and a diversion of our managerial and financial resources. We can provide no assurance that we would prevail in such litigation. In addition, our trade secrets may be leaked or otherwise become available to, or be independently discovered by, our competitors. Any failure in protecting or enforcing our intellectual property rights could have a material adverse effect on our business, financial condition and results of operations.13

Intellectual property claims against us could be costly and result in the loss of significant rights ~~related to, among other things, our Web site, technology, title selection processes and marketing activities~~.

~~Trademark,~~We ~~copyright,~~may ~~patent and~~be ~~other~~subject ~~intellectual property rights are important~~ to ~~us. Our intellectual property rights extend to our technology, business processes~~claims ~~and~~by ~~the content on our Web site. We use the intellectual property of~~ third- parties inthat ~~merchandising~~we ~~our~~have ~~products and marketing our service through contractual and other rights. From time to time~~infringed, ~~third-parties~~misappropriated ~~allege~~or ~~that~~otherwise ~~we have~~ violated their intellectual property rights. If weThese ~~are~~claims ~~unable~~may toarise from ~~obtain sufficient rights, successfully defend~~ our use, orof ~~develop non-infringing~~ technology ~~or otherwise alter our business practices on a timely basis in response to claims against us for infringement~~, ~~misappropriation~~content, ~~misuse~~business processes or other ~~violation~~aspects of ~~third-party~~ ~~intellectual property rights,~~ our ~~business and competitive position may be adversely affected~~operations. ~~Many~~As ~~companies~~the ~~are~~number ~~devoting significant resources to developing patents that could potentially affect many aspects~~ of ~~our business. There are numerous~~ patents ~~that broadly claim means~~ and ~~methods~~other ~~of conducting business on the Internet. We have not searched patents relative to our technology. Defending ourselves against~~ intellectual property ~~claims,~~rights ~~whether they are with or without merit or are determined~~ in our ~~favor,~~industry ~~results in costly litigation and diversion of technical and management personnel. It also may result in our inability to use our current Web site and technology~~increases, or ~~our~~the ~~inability~~risk ~~to market our service or merchandise our products. As a result~~ of asuch ~~dispute, we may have to develop non-infringing technology, enter into royalty or licensing agreements, adjust our merchandising or marketing activities or take other actions to resolve the~~ claims~~. These~~ ~~actions, if required,~~ may bealso ~~costly or unavailable on terms acceptable to us~~increase.

Defending against intellectual property claims, regardless of their merit, can be costly, time-consuming and may divert the attention of management and technical personnel. If we are unable to successfully defend against such claims, we may be required to pay damages, enter into costly licensing agreements, modify or discontinue certain products or services, or develop alternative technologies, any of which could adversely affect our business.

In addition, we may be unable to obtain licenses to use intellectual property on commercially reasonable terms, or at all. Any such claims or limitations could materially and adversely affect our business, financial condition and results of operations.

If we are unable to protect our domain names, our reputation and brand could be adversely affected.

We currently hold various domain names relating to our brand, including freecast.com. Failure to protect our domain names could adversely affect our reputation and brand and make it more difficult for users to find our Web site and our service. The acquisition and maintenance of domain names generally are regulated by governmental agencies and their designees. The regulation of domain names in the U.S. may change in the near future. Governing bodies may establish additional top-level domains, appoint additional domain name registrars or modify the requirements for holding domain names. As a result, we may be unable to acquire or maintain relevant domain names. Furthermore, the relationship between regulations governing domain names and laws protecting trademarks and similar proprietary rights is unclear. We may be unable, without significant cost or at all, to prevent third-parties from acquiring domain names that are similar to, infringe upon or otherwise decrease the value of our trademarks and other proprietary rights.

We rely on the continued service of our senior management, including our founder and Chief Executive Officer and Chairman of our board of directors, William A. Mobley, Jr., other members of our executive team and other key employees to develop our products, services and solutions. In our industry, there is substantial and continuous competition for highly skilled business, product development, technical and other personnel. As a result, our human resources organization focuses significant efforts on attracting and retaining individuals in key technology positions. If we lose the services of any member of management or key personnel, and are unable to attract or locate suitable or qualified replacements, or otherwise hire talented personnel, we may incur additional expenses to recruit and train new staff, making it more difficult to meet our business objectives, which could severely disrupt our business and growth. In addition, our ability to execute our strategy depends in part on our ability to engage and retain qualified third-party contractors.

12Our Chief Executive Officer and Chief Financial Officer also serve as executive officers of other companies and such other positions may create conflicts of interest for such officers in the future.

WeWilliam ~~cannot~~A. beMobley, ~~assured~~Jr., weour Chief ~~can~~Executive ~~obtain~~Officer orand ~~retain third-party~~Chairman, ~~contractors~~works full-time for us, devoting approximately 50 hours a week to our ~~specific~~business. ~~services~~Mr. orMobley ~~development~~also works ~~needs,~~part-time ~~which~~for ~~could~~Nextelligence ~~disrupt~~and serves as its Chief Executive Officer and Chairman of the board of directors. Mr. Mobley’s duties to Nextelligence may compete for his full attention to our business; ~~operations~~accordingly, orhe ~~growth~~may have conflicts of interest in allocating time between those separate business activities.

IfJonathan weMorris, ~~experience~~our ~~a substantial~~Chief ~~loss~~Financial ofOfficer, orworks anfull-time ~~inability~~for us, devoting approximately 45 hours a week to ~~attract~~our business. Mr. Morris also advises two special purpose acquisition companies (SPACs), ~~talented~~ESH ~~personnel~~Acquisition Corp. and Twelve Seas Investment Co III, weon a limited basis as a consultant and their Chief Financial Officer. Mr. Morris’ duties to these other businesses may ~~experience~~compete ~~difficulty~~for inhis full ~~meeting~~attention to our business; ~~objectives~~accordingly, he may have conflicts of interest in allocating time between those separate business activities.

Our brand name and our business may be harmed by aggressive marketing and communications strategies of our competitors.

Due to competition in our industry, we have been and may be the target of incomplete, inaccurate and false statements about our company and our services that could damage our and our management’s reputation and our brand and materially deter consumers from using our service. Our brand name and our business may be harmed if we are unable to promptly respond to our competitors’ misleading marketing efforts.

Risks Related to our Industry

Changes in consumer viewing habits, including more widespread usage of demand methods of entertainment video consumption could adversely affect our business.

The manner in which consumers seek entertainment online is changing rapidly. Digital cable, wireless and Internet content providers are continuing to improve technologies, content offerings, user interfaces and business models that allow consumers to access entertainment video-on-demand with interactive capabilities. The devices through which online video, radio and games can be consumed are also changing rapidly. For example, content from cable service providers may be viewed on laptops and mobile devices and content from Internet content providers may be viewed on TVs. If competitors providing similar services address the changes in consumer habits in a manner that is better able to meet content distributor and consumer needs and expectations, our business could be adversely affected.

Our products and services depend on the ability of our customers’ viewers to access the Internet, and certain of our customers’ products require significant bandwidth to work effectively. Currently, this access is provided by companies that have significant and increasing market power in the broadband and Internet access marketplace, including incumbent telephone companies, cable companies and mobile communications companies. Some of these providers have stated that they may take measures that could degrade, disrupt or increase the cost of user access by restricting or prohibiting the use of their infrastructure to support or facilitate offerings, or by charging increased fees to provide offerings, while others, including some of the largest providers of broadband Internet access services, have committed to not engaging in such behavior.

The ability of the FCC to regulate broadband Internet access services was called into question by an April 2010 ruling of the U.S. Court of Appeals for the D.C. Circuit. The FCC then proposed rules regulating broadband Internet access, but on January 14, 2014, the D.C. Circuit Court of Appeals struck down the net neutrality rules adopted by the FCC, determining that the FCC did not have the authority to issue or enforce net neutrality rules, as it had failed to identify certain service providers as “common carriers.” On February 26, 2015, the FCC approved a new rule that reclassifies broadband Internet access service as a telecommunication service and regulates broadband Internet access as a public utility (Title II Order). In 2016, a divided panel of the D.C. Circuit Court of Appeals upheld the Title II Order, concluding that the FCC’s classification of broadband Internet access service was permissible. However, under President Donald Trump’s administration, the FCC reversed course and in December 2017 adopted a new rule referred to as the Restoring Internet Freedom Order, which went into effect on June 11, 2018. The Restoring Internet Freedom Order (RIFO): (i) reinstated the information service classification of broadband Internet access service; (ii) reinstated the determination that mobile broadband Internet access service is not a commercial mobile service; and (iii) eliminated the Internet conduct standard and the non-exhaustive list of factors intended to guide application of that rule. On October 1, 2019, D.C. Circuit Court of Appeals upheld most provisions of the RIFO. One aspect of the RIFO that the court did not uphold relates to the FCC’s assertion that it could pre-empt state-level actions involving Net Neutrality and the Open Internet. More than 30 states have introduced bills to add their own net neutrality protections, several of which have gone into effect. The U.S. House of Representatives on April 10, 2019 passed a bill, called the Save the Internet Act, requiring internet service providers to treat all online content the same. The U.S. Senate, however, did not pass the bill. On July 9, 2021, President Joe Biden signed Executive Order 14036 (EO), “Promoting Competition in the American Economy,” a sweeping array of initiatives across the executive branch. Among them included instructions to the FCC to restore the net neutrality rules under the Title II Order that had been undone during the prior administration.

Unless either the Court overturns or Congress passes legislation, or until the FTC adopts new rules as instructed under the EO, that supersedes the RIFO, it is possible that broadband service providers could impose restrictions on bandwidth and service delivery that may adversely impact our download speeds or ability to deliver content over those facilities, or impose significant end user or other fees that could impact the cost of our services to end users, or our delivery costs. If no action is taken by the Court or Congress, current and future actions by broadband Internet access providers may also result in limitations on access to our services, a loss of existing users, or increased costs to us, our users or our customers, thereby impairing our ability to attract new users, or limiting our opportunities and models for revenue and growth.

Changes in how network operators handle and charge for access to data that travel across their networks could adversely impact our business.

We rely upon the ability of consumers to access our service through the Internet. To the extent that network operators implement usage-based pricing, including meaningful bandwidth caps, or otherwise try to monetize access to their networks by data providers, we could incur greater operating expenses and our subscriber acquisition and retention could be negatively impacted.

Most network operators that provide consumers with access to the Internet also provide these consumers with multichannel video programming. As such, companies like Comcast, Time Warner Cable and Cablevision have an incentive to use their network infrastructure in a manner adverse to our continued growth and success. While we believe that consumer demand, regulatory oversight and competition will help limit these incentives, to the extent that network operators are able to provide preferential treatment to their data as opposed to ours, our industry and business could be negatively impacted.

Risks Related to the Offering

An active trading market for our common stock may not develop, which may cause our common stock to trade at a discount from the initial offering price and make it difficult for you to sell the shares you purchase.

Prior to this offering, there has been no public trading market for our common stock. We cannot predict the extent to which investor interest in our company will lead to the development or maintenance of an active trading market. The initial public offering price per share of our common stock has been determined by agreement among us and the underwriters and may not be indicative of the price at which our common stock will trade in the public trading market after this offering. If an active trading market does not develop, there may be difficulty selling any shares of our common stock.

Certain recent initial public offerings of companies with public floats comparable to our anticipated public float have experienced extreme volatility that was seemingly unrelated to the underlying performance of the respective company. We may experience similar volatility, which may make it difficult for prospective investors to assess the value of our common stock.

In addition to the risks addressed below in “—The market price of our common stock may be volatile, which could cause the value of your investment to decline,” our common stock may be subject to extreme volatility that is seemingly unrelated to the underlying performance of our business. Recently, companies with comparable public floats and initial public offering sizes have experienced instances of extreme stock price run-ups followed by rapid price declines, and such stock price volatility was seemingly unrelated to the respective company’s underlying performance. Although the specific cause of such volatility is unclear, our anticipated public float may amplify the impact the actions taken by a few shareholders have on the price of our common stock, which may cause our share price to deviate, potentially significantly, from a price that better reflects the underlying performance of our business. Should our common stock experience run-ups and declines that are seemingly unrelated to our actual or expected operating performance and financial condition or prospects, prospective investors may have difficulty assessing the rapidly changing value of our common stock. In addition, investors of our common stock may experience losses, which may be material, if the price of our common stock declines after this offering or if such investors purchase our common stock prior to any price decline.

~~Holders~~Our ofbrand ~~our~~name ~~common stock may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations~~ and ~~general economic and political conditions may also adversely affect the market price of~~ our ~~common~~business ~~stock. As a result of this volatility, investors~~ may ~~experience~~be ~~losses on their investment in our common stock. Furthermore, the potential extreme~~harmed ~~volatility~~by ~~may~~aggressive ~~confuse~~marketing ~~the public investors of the value of our shares, distort the market perception of our share price~~ and ~~our~~communications ~~financial performance~~strategies ~~and public image and negatively affect the long-term liquidity~~ of our ~~common stock, regardless of our actual or expected operating performance~~competitors. If we encounter such volatility, including any rapid share price increases and declines seemingly unrelated to our actual or expected operating performance and financial condition or prospects, it will likely make it difficult and confusing for prospective investors to assess the rapidly changing value of our common stock and understand the value thereof.

~~The~~Due ~~offering~~to ~~price~~competition ofin our industry, ~~common~~we ~~stock~~have been and may ~~not~~ be ~~indicative~~the target of ~~future~~incomplete, ~~market~~inaccurate ~~prices~~and offalse statements about our ~~common~~company ~~stock~~and our services that could damage our management’s reputation and our brand and materially deter consumers from using our service. Our brand name and our business may be harmed if we are unable to promptly respond to our competitors’ misleading marketing efforts.

~~The~~For ~~offering~~as ~~price~~long ofas ~~the shares~~we ofare ~~our~~an ~~common~~“emerging ~~stock~~growth company,” ~~has~~we ~~been~~will ~~arbitrarily~~not ~~determined~~be byrequired usto ~~and~~comply ~~should~~with ~~not~~certain bereporting ~~considered~~requirements, anincluding ~~objective~~those ~~indication~~relating ofto ~~our~~accounting ~~actual value,~~standards asand itdisclosure ~~bears~~about ~~no relationship to~~ our ~~assets,~~executive ~~earnings~~compensation, ~~book~~which ~~value~~apply orto ~~any~~ other ~~objective~~public ~~financial statement criteria of value~~companies.

~~Our~~We ~~management~~are ~~will~~an ~~have~~“emerging growth ~~considerable~~company,” ~~discretion~~ as todefined in the ~~use~~Securities ofAct. ~~the~~As ~~net~~such, ~~proceeds~~we are eligible to betake ~~received~~advantage byof uscertain exemptions from ~~this~~various reporting ~~offering~~requirements that are applicable to other public companies that are not “emerging growth companies,” ~~and~~including, but ~~such~~not ~~use~~limited ~~may~~to, not ~~improve~~being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes–Oxley Act, reduced disclosure obligations regarding executive compensation in our ~~financial~~periodic ~~results~~reports orand ~~increase~~proxy and information statements and exemptions from the ~~trading~~requirements ~~price~~of holding a non-binding advisory vote on executive compensation and of shareholder approval of any golden parachute payments not previously approved. Because we intend to take advantage of these exemptions, some investors may find our Class A common stock less attractive, which may result in a less active trading market for our Class A common stock, and our stock price may be more volatile.

WeIn ~~have not allocated a significant portion of the net proceeds to be received by us in this offering to any particular purpose~~addition, ~~and our use of such proceeds will be based on our current growth strategies and business conditions. Our management will have considerable discretion in~~ the ~~application~~JOBS ~~of the net~~Act ~~proceeds~~provides ~~received~~that byan ~~us.~~“emerging ~~You~~growth ~~will~~company” ~~not~~can ~~have~~take ~~the~~advantage ~~opportunity, as part~~ of ~~your investment decision, to assess whether proceeds are being used appropriately. You must rely on~~ the ~~judgment~~extended oftransition ~~our~~period ~~management regarding the application of the net proceeds of this offering. The net proceeds may be used~~ for ~~corporate~~complying ~~purposes~~with ~~that~~new ~~do not improve our efforts to maintain profitability~~ or ~~increase the trading price~~ ofrevised ~~our~~accounting ~~common stock~~standards. ~~The net proceeds from this offering, pending investment in operating assets or businesses, may be placed in investments that do not produce income or that lose value.~~

~~After~~We ~~this~~could ~~offering,~~remain ~~William~~an A.“emerging growth ~~Mobley,~~company” ~~Jr.~~until June 30, ~~our~~ ~~founder~~2031 or, ~~Chief~~if ~~Executive~~earlier: ~~Officer~~(i) ~~and~~the ~~Chairman~~last day of the first fiscal year in which our ~~board~~annual gross revenues exceed $1.07 billion; (ii) if the market value of ~~directors,~~our ~~individually~~Class ~~and~~A ~~through~~common ~~Nextelligence,~~stock ~~which~~that is ~~majority~~held by non-affiliates exceeds $700 million as of the ~~owned~~last ~~and~~business ~~controlled~~day byof ~~him~~the second fiscal quarter of any fiscal year, ~~will~~the ~~own~~last day of such fiscal year; or ~~control~~(iii) the date on which we have issued more than $1 billion in ~~excess~~non-convertible debt securities during the preceding three-year period. If we are still a smaller reporting company (a company with a public float of % less than $75 million) after we no longer qualify as an emerging growth company, we may be able to make use of ~~our~~some ~~outstanding~~of ~~common~~the ~~stock~~same exemptions (such as the exemption to the auditor attestation requirements of Section 404(b) of the Sarbanes–Oxley Act) as were available to us when we qualified as an emerging growth company.

~~After~~If ~~this~~we ~~offering,~~fail ~~William A.~~to ~~Mobley,~~maintain ~~Jr.,~~an ~~our~~effective ~~Chief Executive Officer and Chairman~~ system of ~~our~~internal ~~board~~control ofover ~~directors,~~financial ~~individually and through Nextelligence~~reporting, ~~Inc.,~~we ~~which is~~may ~~majority~~not ~~owned~~be ~~and~~able ~~controlled~~to byaccurately ~~him,~~report ~~will~~our ~~own~~financial results or ~~control~~prevent ~~in excess of % of our outstanding common stock~~fraud. As a result, shareholders ~~Mr.~~could ~~Mobley~~lose isconfidence ~~able~~in ~~to exercise significant influence over~~ our ~~company,~~financial ~~including,~~and ~~but~~other ~~not~~public ~~limited to~~reporting, ~~any~~which ~~shareholder approvals~~would ~~for~~harm ~~the election of~~ our ~~directors~~business and, ~~indirectly,~~ the ~~selection~~trading ofprice ~~our senior management, the amount~~ of ~~dividend payments,~~ ~~if any,~~ our ~~annual~~Class ~~budget,~~A ~~increases~~common ~~or decreases in our share capital, new securities issuance, mergers and acquisitions and any amendments to our amended and restated articles of incorporation~~stock. Furthermore, this concentration of ownership may delay or prevent a change of control or discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which could decrease the market price of our shares.

~~The~~We ~~market~~are ~~price~~required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes–Oxley Act, which require management to certify financial and other information in our ~~common~~quarterly ~~stock~~and ~~may~~annual reports and provide an annual management report on the effectiveness of controls over financial reporting. Although we are required to disclose changes made in our internal controls and procedures on a quarterly basis, we are not required to make our first annual assessment of our internal control over financial reporting pursuant to Section 404 until the year following our first annual report required to be ~~volatile~~filed with the SEC. However, ~~which~~as ~~could~~an “emerging growth company,” our ~~cause~~independent registered public accounting firm will not be required to formally attest to the ~~value~~effectiveness of ~~your~~our ~~investment~~internal control over financial reporting pursuant to ~~decline~~Section 404 until the later of the year following our first annual report required to be filed with the SEC or the date we are no longer an “emerging growth company.” 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 controls are documented, designed or operating.

~~Securities~~In ~~markets~~addition, ~~worldwide~~to comply with ~~experience~~the ~~significant~~requirements ~~price~~of ~~and~~being ~~volume~~a ~~fluctuations.~~public ~~This~~company, ~~market~~we ~~volatility~~may need to undertake various actions, such as ~~well~~implementing asnew internal controls and procedures and hiring additional accounting or internal audit staff. Testing and maintaining internal control can divert our management’s attention from other matters that are important to the ~~factors~~operation ~~listed~~of ~~below~~our business. In addition, ~~some~~when evaluating our internal control over financial reporting, we may identify material weaknesses that we may not be able to remediate in time to meet the applicable deadline imposed upon us for compliance with the requirements of ~~which~~Section 404. If we identify material weaknesses in our internal control over financial reporting or are ~~beyond~~unable to comply with the requirements of Section 404 in a timely manner or assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, ~~could~~investors ~~affect~~may lose confidence in the accuracy and completeness of our financial reports and the market price of our Class A common stock: could be negatively affected, and we could become subject to investigations by the stock exchange on which our securities are listed, the SEC or other regulatory authorities, which could require additional financial and management resources.

● our failure to achieve actual operating results that meet or exceed guidance that we may have provided due to factors beyond our control, such as currency volatility and trading volumes; ● future announcements concerning us or our competitors, including the announcement of acquisitions; ● changes in government regulations or in the status of our regulatory approvals or licensure; ● public perceptions of risks associated with our services or operations; ● developments in our industry; and ● general economic, market and political conditions and other factors that may be unrelated to our operating performance or the operating performance of our competitors.

IfMaterial ~~you~~weaknesses ~~purchase common stock sold~~ in ~~this~~our ~~offering,~~internal control ~~you~~over ~~will~~financial ~~experience immediate and substantial dilution~~reporting.

~~Based~~Although ~~upon~~we ~~our~~are ~~financial~~not ~~statements~~yet required atto ~~June~~assess ~~30,~~the ~~2023,~~effectiveness ifof ~~you~~our ~~purchase~~internal ~~common~~control ~~stock~~over ~~sold~~financial ~~in this offering~~reporting, ~~you~~management ~~will~~identified ~~experience~~material ~~immediate~~weaknesses ~~and~~in ~~substantial~~our ~~dilution of $~~ internal ~~per~~control ~~share~~over ~~based~~financial onreporting anduring ~~offering~~2018. ~~price~~These ofmaterial ~~$ ,~~weaknesses ~~because~~related ~~the~~primarily ~~price~~to ~~that~~deficiencies ~~you~~in ~~pay~~controls ~~per~~over ~~share~~invoice ~~will be greater than~~processing ~~the~~and ~~net~~contract ~~tangible~~approval, ~~book~~including ~~value~~instances ~~per~~in ~~share.~~which ~~Our~~documentation ~~existing~~was ~~shareholders~~not ~~will~~consistently ~~experience~~obtained anprior ~~immediate~~to ~~increase~~the inpayment ~~net tangible book value~~ of $ certain invoices ~~per~~and ~~share. In addition, you may face additional dilution if we issue additional securities in~~ the ~~future~~execution toof ~~finance~~certain ~~our operations~~contracts.

IfIn ~~securities~~addition, oras ~~industry~~is ~~analysts~~common for docompanies ~~not~~of ~~publish research~~our orsize ~~reports~~and ~~about~~stage ~~our~~of ~~business~~development, ifwe ~~they~~did ~~change~~not ~~their~~have: ~~recommendations~~(i) ~~regarding~~formally documented internal control policies and procedures; (ii) sufficient segregation of duties within our ~~common~~accounting ~~stock~~function; ~~adversely,~~(iii) oradequate ifaccounting wepersonnel ~~fail~~and tosupervisory ~~achieve~~review; or (iv) ~~analysts’~~a ~~earnings~~sufficiently ~~estimates,~~robust ~~the~~process ~~market~~for ~~price~~periodic ~~and~~financial ~~trading~~reporting, ~~volume~~including ofthe ~~our~~timely ~~common~~preparation ~~stock~~and ~~could~~review ~~decline~~of financial statements.

~~The~~Since ~~trading~~that ~~market~~time, ~~for our~~management ~~common~~has ~~stock~~implemented ~~may~~a becomprehensive ~~influenced~~remediation byplan ~~the~~and ~~research~~made ~~and~~substantial ~~reports~~improvements ~~that~~to ~~industry~~our orinternal ~~securities~~control ~~analysts~~environment. ~~publish~~These ~~about~~actions have usincluded orengaging ~~our~~CFO ~~business.~~Squad, IfLLC, ~~one or~~since ~~more~~December of2018, ~~the~~to ~~analysts~~provide ~~who~~technical ~~cover~~accounting usand orfinancial ~~our~~reporting ~~industry~~expertise ~~make~~in ~~unfavorable~~accordance with ~~comments~~U.S. ~~about~~generally ~~our~~accepted ~~market~~accounting ~~opportunity~~principles or(“GAAP”); ~~business,~~hiring ~~the~~a ~~market~~qualified ~~price of~~and ~~our~~experienced ~~common~~Controller ~~stock~~who ~~would~~strengthened and ~~likely~~reorganized ~~decline.~~the Ifaccounting ~~one~~function; orappointing ~~more~~a ofChief ~~these~~Operating ~~analysts~~Officer ~~ceases~~with ~~coverage~~significant offinancial usand oraccounting ~~fails~~experience; tohiring a ~~regularly~~Chief ~~publish~~Financial ~~reports on~~Officer ~~us,~~with weexperience ~~could~~supporting ~~lose~~companies ~~visibility~~of insimilar ~~the~~size ~~financial~~and ~~markets,~~complexity; ~~which~~engaging ~~could~~an ~~cause~~experienced ~~the~~Audit ~~market~~Committee member ~~price~~to ofprovide ~~our~~enhanced ~~common~~oversight ~~stock~~and orreview; ~~trading~~implementing ~~volume~~expanded ~~to decline.~~segregation Inof ~~addition,~~duties ifacross wekey ~~fail~~accounting toand ~~achieve~~operational ~~analysts’~~processes; and ~~earnings~~establishing ~~estimates,~~formalized procedures for the ~~market~~timely ~~price~~preparation, ofreview, ~~our~~and ~~common~~approval ~~stock~~of ~~would~~financial ~~also~~reports ~~likely decline~~and statements.

IfBased weon ~~are~~the ~~unable~~implementation and totesting ~~meet~~of these controls, together with the ~~continued~~operation ~~listing~~of additional compensating controls, management believes that the previously ~~requirements~~identified material weaknesses have been remediated and that our internal control over financial reporting is operating effectively as of ~~Nasdaq~~the date of the registration statement of which this prospectus forms. However, ~~Nasdaq~~because certain controls were implemented relatively recently, there can be no assurance that these controls will ~~delist~~continue ~~our~~to ~~common~~operate ~~stock~~effectively in the future.

~~Upon the consummation of this offering, our common stock will be listed on Nasdaq.~~ In ~~the future~~addition, if we ~~are~~recently ~~not able to meet Nasdaq’s continued listing standards,~~hired wean ~~could~~Accounting beManager ~~subject~~ to ~~suspension~~further ~~and~~enhance ~~delisting~~segregation ~~proceedings. A delisting~~ of ~~our~~duties ~~common~~across ~~stock~~the organization and ~~our inability~~ to ~~list~~support oncontinued ~~another~~scalability ~~national securities exchange could negatively impact us by: (i) reducing the liquidity and market price~~ of ~~our common stock; (ii) reducing~~ the ~~number~~ ~~of investors willing to hold or acquire our common stock, which could negatively impact our ability to raise equity financing;~~accounting ~~(iii)~~function. ~~limiting~~We ~~our~~have ~~ability~~also toimplemented ~~use~~enhanced areview ~~registration~~procedures ~~statement~~for toinvoices ~~offer~~ and ~~sell freely tradable securities~~contracts, ~~thereby~~including ~~preventing~~a usmandatory ~~from~~review ~~accessing the~~and ~~public~~approval ~~capital markets;~~ process and ~~(iv)~~Audit ~~impairing~~Committee ~~our~~approval ~~ability~~for toall ~~provide~~related-party ~~equity incentives to our employees~~transactions.

~~Because~~Shareholders wemay dobe ~~not~~diluted ~~intend~~by ~~to pay dividends for~~ the ~~foreseeable~~ future, ~~investors~~issuance of inadditional ~~the~~Class ~~offering~~A ~~will~~common ~~benefit~~stock ~~from their investment~~ in ~~shares~~connection ~~only~~with ifacquisitions ~~our~~or ~~common stock appreciates in value~~otherwise.

We ~~currently~~are ~~intend~~authorized to ~~retain~~issue ~~our~~320,000,000 ~~future~~shares ~~earnings~~of Class A common stock. Prior to this offering, ifwe ~~any~~have 286,121,200 toshares ~~finance~~of Class A common stock authorized but unissued (assuming all of the ~~operation~~6,946,980 ~~and~~shares ~~growth~~of Class B common stock that were converted into shares of ~~our~~Class ~~business~~A common stock and doregistered for ~~not~~sale ~~expect~~by toWilliam ~~pay~~A. ~~any~~Mobley, ~~dividends~~Jr. in ~~the~~connection ~~foreseeable~~with a direct listing of our Class A common stock on Nasdaq, are sold and not converted ~~future~~back into shares of Class B common stock). AsOur aamended ~~result,~~and ~~the~~restated ~~success~~articles of anincorporation ~~investment~~authorize inus ~~our~~to issue these shares of Class A common stock ~~will~~and ~~depend~~options, ~~upon~~rights, ~~any~~warrants ~~future~~and appreciation rights relating to Class A common stock for the consideration and on the terms and conditions established by our board of directors in its ~~value~~sole discretion, whether in connection with acquisitions, in future Class A common stock offerings or otherwise. ~~Our~~Any Class A common stock ~~may~~that ~~not~~we ~~appreciate~~issue inafter ~~value~~the orNasdaq ~~even~~Listing ~~maintain~~will dilute the ~~price~~percentage ownership atheld ~~which~~by the investors inwho ~~this~~purchase ~~offering~~shares ~~have~~of ~~purchased~~our ~~their~~Class ~~shares~~A common stock from the Selling Shareholder.

~~Our~~Substantial ~~business~~future ~~currently~~sales ~~depends~~or onperceived ~~the availability~~potential sales of ~~adequate~~our ~~funding~~Class ~~and~~A ~~access~~common tostock ~~capital.~~in Asthe apublic ~~result,~~market wecould ~~need~~cause tothe ~~raise~~price ~~significant amounts~~ of ~~additional~~our ~~capital.~~Class WeA ~~may~~common bestock ~~unable~~ to ~~obtain~~ ~~the~~decline ~~additional capital when we need it, or on acceptable terms, if at all~~significantly.

AsSales of ~~June~~our 30Class A common stock or other equity securities in the public market, ~~2023~~or the perception that these sales could occur, wecould ~~have a~~cause ~~cash~~the ~~balance~~market price of our ~~approximately~~Class ~~$1,634,494~~A common stock to decline significantly. We ~~had~~currently ahave ~~working~~33,878,800 ~~capital~~shares ~~deficit~~of Class A common stock outstanding (assuming all of ~~approximately~~the $26,~~580~~946,~~296~~980 asClass ofB ~~June~~shares 30that were converted into Class A shares and registered for sale by William A. Mobley, ~~2023~~Jr. Wein ~~plan~~connection towith ~~raise~~a ~~additional~~direct ~~equity~~listing ~~financing~~of our Class A common stock on Nasdaq are sold and not converted back to Class B shares), ~~without~~of which we13,988,455 shares of our Class A common stock, representing approximately 41.3% of our outstanding Class A common stock immediately after our recent listing on Nasdaq, will not be ~~able~~subject to ~~meet~~leak-out ~~our~~agreements. ~~obligations~~All asshares ~~they~~of ~~become~~Class ~~due~~A ~~for~~common stock sold by the ~~next~~Selling 12Shareholder ~~months.~~in connection Wewith ~~cannot~~this ~~provide~~offering ~~any~~will ~~assurance~~be ~~that~~freely ~~additional~~transferable ~~equity~~by ~~financing~~people other than our “affiliates” without restriction or further registration under the Securities Act. The Class A common stock outstanding after the Nasdaq Listing will be available onfor ~~terms~~sale ~~that~~upon ~~are~~the ~~acceptable~~expiration of tothe ~~us,~~leak-out periods described elsewhere in this prospectus. Any or all of these shares may be released prior to the expiration of the applicable leak-out period at ~~all~~our discretion. To the extent shares are released before the expiration of the applicable leak-out period and sold into the market, the market price of our Class A common stock could decline significantly.

~~For~~Certain asholders ~~long~~of asour weClass A ~~are~~common anstock ~~“emerging~~have ~~growth company,”~~the weright ~~will~~to ~~not~~cause beus ~~required~~to register under the Securities Act the sale of their shares, subject to ~~comply~~the applicable leak-out periods in connection with ~~certain~~the ~~reporting~~Nasdaq ~~requirements,~~Listing. ~~including~~Registration ~~those~~of ~~relating~~these toshares ~~accounting~~under ~~standards~~the Securities Act would result in such shares becoming ~~and~~freely ~~disclosure~~tradable ~~about~~without ~~our~~restriction ~~executive~~under ~~compensation,~~the ~~that~~Securities ~~apply~~Act toimmediately ~~other~~upon ~~public~~the ~~companies~~effectiveness of the registration. Sales of these registered shares in the public market could cause the price of our Class A common stock to decline significantly.

We are an “emerging growth company,” as defined in the Securities Act of 1933, as amended, or the Securities Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes–Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy and information statements and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and of shareholder approval of any golden parachute payments not previously approved. Because we intend to take advantage of these exemptions, some investors may find our common stock less attractive, which may result in a less active trading market for our common stock and our stock price may be more volatile.

In addition, the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period for complying with new or revised accounting standards.

We could remain an “emerging growth company” until June 30, 2028 or, if earlier: (i) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion; (ii) if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of the second fiscal quarter of any fiscal year, the last day of such fiscal year; or (iii) the date on which we have issued more than $1 billion in non-convertible debt securities during the preceding three-year period. If we are still a smaller reporting company (a company with a public float of less than $75 million) after we no longer qualify as an emerging growth company, we may be able to make use of some of the same exemptions (such as the exemption to the auditor attestation requirements of Section 404(b) of the Sarbanes–Oxley Act) as were available to us when we qualified as an emerging growth company.

We are not currently required to comply with Section 404(a) of the Sarbanes–Oxley Act and are therefore not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. Upon becoming a public company, we will be required to comply with the U.S. Securities and Exchange Commission’s, or SEC’s, rules implementing Sections 302 and 404 of the Sarbanes–Oxley Act, which will require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of controls over financial reporting. Although we will be required to disclose changes made in our internal controls and procedures on a quarterly basis, we will not be required to make our first annual assessment of our internal control over financial reporting pursuant to Section 404 until the year following our first annual report required to be filed with the SEC. However, as an “emerging growth company,” our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 until the later of the year following our first annual report required to be filed with the SEC or the date we are no longer an “emerging growth company.” 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 controls are documented, designed or operating.

In addition, to comply with the requirements of being a public company, we may need to undertake various actions, such as implementing new internal controls and procedures and hiring additional accounting or internal audit staff. Testing and maintaining internal control can divert our management’s attention from other matters that are important to the operation of our business. In addition, when evaluating our internal control over financial reporting, we may identify material weaknesses that we may not be able to remediate in time to meet the applicable deadline imposed upon us for compliance with the requirements of Section 404. If we identify material weaknesses in our internal control over financial reporting or are unable to comply with the requirements of Section 404 in a timely manner or assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common stock could be negatively affected, and we could become subject to investigations by the stock exchange on which our securities are listed, the SEC or other regulatory authorities, which could require additional financial and management resources.

In the past, we have had weaknesses in our internal control over financial reporting.

Although we are not yet required to assess our internal controls over financial reporting, our Chief Executive Officer and Chief Financial Officer have determined that there have been, in the past, weaknesses in our internal control over financial reporting, relating to our failure to receive documentation prior to paying certain invoices. As is the case with many companies of our size: (i) we did not have written documentation of our internal control policies and procedures; (ii) we did not have sufficient segregation of duties within accounting functions; (iii) we did not have adequate staff and supervision within our accounting function; and (iv) we lacked a sufficient process for periodic financial reporting, including timely preparation and review of financial reports and statements. Our Chief Executive Officer and Chief Financial Officer believe that such weaknesses have been substantially remediated through, among other things, our hiring of the CFO Squad, LLC in December 2018 as a technical accounting expert in financial reporting and controlling function in accordance with the U.S. Generally Accepted Accounting Principles (GAAP).

Shareholders may be diluted by the future issuance of additional common stock in connection with acquisitions or otherwise.

After this offering, we will have approximately shares of common stock authorized but unissued, assuming the underwriters do not exercise their option to purchase additional shares. Our amended and restated articles of incorporation authorize 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, in future common stock offerings or otherwise. Any common stock that we issue after this offering will dilute the percentage ownership held by the investors who purchase common stock in this offering.

Substantial future sales or perceived potential sales of our common stock in the public market could cause the price of our common stock to decline significantly.

Sales of our common stock or other equity securities in the public market after this offering, or the perception that these sales could occur, could cause the market price of our common stock to decline significantly. Upon completion of this offering, we will have shares of common stock outstanding, assuming the underwriters do not exercise their option to purchase additional shares, of which shares of our common stock, representing % of our outstanding common stock immediately after this offering, will not be subject to lock-up agreements. All shares of common stock sold in this offering will be freely transferable by persons other than our “affiliates” without restriction or further registration under the Securities Act. The common stock outstanding after this offering will be available for sale, upon the expiration of the lock-up periods described elsewhere in this prospectus beginning from the date of this prospectus (if applicable to such holder), subject to volume and other restrictions as applicable under Rules 144 and 701 under the Securities Act. Any or all of these shares may be released prior to the expiration of the applicable lock-up period at the discretion of one of the designated representatives. To the extent shares are released before the expiration of the applicable lock-up period and sold into the market, the market price of our common stock could decline significantly.

Certain holders of our common stock will have the right to cause us to register under the Securities Act the sale of their shares, subject to the applicable lock-up periods in connection with this offering. Registration of these shares under the Securities Act would result in such shares becoming freely tradable without restriction under the Securities Act immediately upon the effectiveness of the registration. Sales of these registered shares in the public market could cause the price of our common stock to decline significantly.

Anti-takeover provisions contained in our articles of incorporation and bylaws could impair a takeover attempt.

Our articles of incorporation and bylaws contain provisions which could have the effect of rendering more difficult, delaying or preventing an acquisition deemed undesirable by our board of directors. Our corporate governance documents include provisions:

● ~~classifying our board of directors into three classes; ●~~ authorizing “blank check” preferred stock, which could be issued by our board of directors without shareholder approval and may contain voting, liquidation, dividend, and other rights superior to our Class A common stock; ● limiting the liability of, and providing indemnification to, our directors and officers; ● limiting the ability of our shareholders to call and bring business before special meetings; ● requiring advance notice of shareholder proposals for business to be conducted at meetings of our shareholders and for nominations of candidates for election to our board of directors; and ● controlling the procedures for the conduct and scheduling of board of directors and shareholder meetings.

These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our management.

Any provision of our articles of incorporation or bylaws that has the effect of delaying or deterring a change in control could limit the opportunity for our shareholders to receive a premium for their shares of our Class A common stock, and could also affect the price that some investors are willing to pay ~~for~~ for our Class A common stock.

The COVID-19 pandemic has had, and may in the future continue to have, a material adverse impact on our business.

The onset of the 2019 novel coronavirus (“COVID-19”) pandemic and the travel restrictions, quarantines, and related public health measures and actions taken by governments and the private sector have adversely affected global economies, financial markets and the overall environment for our business, which is most prominently reflected in our fiscal year 2021 results. By the beginning of our fiscal year 2022, there was a trend in many parts of the world of increasing availability and administration of vaccines against COVID-19, as well as an easing of restrictions on individual, business, and government activities. However, the extent to which it may continue to impact our future results of operations and overall financial performance remains uncertain and is difficult to assess or predict. New variants and subvariants of COVID-19 continue to surface, including in our most recent fiscal year. According to the World Health Organization, the Omicron variant was identified in November 2021 and the Omicron subvariants BA.4 and BA.5 were identified in January and February 2022, respectively. The existence of new or enduring variant strains of COVID-19 may cause delays in the easing of any restrictions still in place and the implementation of new restrictions and mandates, which could be applied differently across jurisdictions. The global macroeconomic effects of the pandemic may persist for an indefinite period of time, even after the pandemic has subsided. In addition, we cannot predict the impact the COVID-19 pandemic has had and will have on our brand partners, third-party vendors and service providers, and we may continue to be materially adversely impacted as a result of the negative past, present and future impact upon our brand partners, third-party vendors and service providers.

The impact of the COVID-19 pandemic on our business going forward will depend on a range of factors which we are not able to accurately predict, including the duration and scope of the pandemic, a repeat of the spike in the number of COVID-19 cases, the geographies impacted, the impact of the pandemic on economic activity and the nature and severity of measures adopted by governments, including restrictions on travel, mandates to avoid large gatherings and orders to self-quarantine or shelter in place. In addition, to the extent COVID-19 adversely affects our operations and global economic conditions more generally, it may also have the effect of heightening many of the other risks described in these Risk Factors.

We will incur significantly increased costs as a result of and devote substantial management time to operating as a public company.

As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. For example, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and will be required to comply with the applicable requirements of the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules and regulations subsequently implemented by the SEC, including the establishment and maintenance of effective disclosure and financial controls, changes in corporate governance practices and required filing of annual, quarterly and current reports with respect to our business and operating results. These requirements will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. In addition, our management and other personnel will need to divert attention from operational and other business matters to devote substantial time to these public company requirements. We will also need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge and will need to establish an internal audit function. We also expect that operating as a public company will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. This could also make it more difficult for us to attract and retain qualified people to serve on our board of directors, our board committees or as executive officers. In addition, after we no longer qualify as an “emerging growth company,” as defined under the JOBS ACT we expect to incur additional management time and cost to comply with the more stringent reporting requirements applicable to companies that are deemed accelerated filers or large ~~accelerated~~ accelerated filers, including complying with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. We are just ~~beginning~~ beginning the process of compiling the system and processing documentation needed to comply with such requirements. We may not be able to complete our evaluation, testing and any required remediation in a timely fashion. In that regard, we currently do not have an internal audit function, and we will need to hire or contract for additional accounting and financial staff with appropriate public company experience and technical accounting knowledge.

We cannot predict or estimate the amount of additional costs we may incur as a result of becoming a public company or the timing of such costs.

Risks Related to our Industry

Changes in consumer viewing habits, including more widespread usage of demand methods of entertainment video consumption could adversely affect our business.

Our products and services depend on the ability of our customers’ viewers to access the Internet, and certain of our customers’ products require significant bandwidth to work effectively. Currently, this access is provided by companies that have significant and increasing market power in the broadband and Internet access marketplace, including incumbent telephone companies, cable companies and mobile communications companies. Some of these providers have stated that they may take measures that could degrade, disrupt or increase the cost of user access by restricting or prohibiting the use of their infrastructure to support or facilitate offerings, or by charging increased fees to provide offerings, while others, including some of the largest providers of broadband internet access services (ISPs), have committed to not engaging in such behavior.

The ability of the Federal Communications Commission (FCC) to regulate broadband Internet access services was called into question by an April 2010 ruling of the U.S. Court of Appeals for the D.C. Circuit. The FCC then proposed rules regulating broadband Internet access, but on January 14, 2014, the D.C. Circuit Court of Appeals struck down the net neutrality rules adopted by the FCC, determining that the FCC did not have the authority to issue or enforce net neutrality rules, as it had failed to identify certain service providers as “common carriers.” On February 26, 2015, the FCC adopted a new rule that reclassifies broadband Internet access service as a telecommunication service and regulates broadband Internet access as a public utility (Title II Order). In 2016, a divided panel of the D.C. Circuit Court of Appeals upheld the Title II Order, concluding that the FCC’s classification of broadband Internet access service was permissible. However, under President Donald Trump’s administration, the FCC reversed course and in December 2017 adopted a new rule referred to as the Restoring Internet Freedom Order, which went into effect on June 11, 2018. The Restoring Internet Freedom Order (RIFO): (i) reinstated the information service classification of broadband Internet access service; (ii) reinstated the determination that mobile broadband Internet access service is not a commercial mobile service; and (iii) eliminated the Internet conduct standard and the non-exhaustive list of factors intended to guide application of that rule. On October 1, 2019, D.C. Circuit Court of Appeals upheld most provisions of the RIFO. One aspect of the RIFO that the court did not uphold relates to the FCC’s assertion that it could pre-empt state-level actions involving Net Neutrality and the Open Internet. More than 30 states have introduced bills to add their own net neutrality protections, several of which have gone into effect. The U.S. House of Representatives on April 10, 2019, passed a bill, called the Save the Internet Act, requiring internet service providers to treat all online content the same. The U.S. Senate, however, did not pass the bill. On July 9, 2021, President Joe Biden signed Executive Order 14036 (EO), “Promoting Competition in the American Economy,” a sweeping array of initiatives across the executive branch. Among them included instructions to the FCC to restore the net neutrality rules under the Title II Order that had been undone during the prior administration. In June 2024, the FCC adopted a new rule as instructed under the EO referred to as the Safeguarding and Securing the Open Internet rule (SSOI). SSOI restored Title II Order’s net neutrality regulations by reclassifying broadband Internet access service as a telecommunications service, making ISPs “common carriers” subject to stricter regulations for non-discriminatory access and oversight on pricing and service quality. On January 2, 2025, however, the U.S. Court of Appeals for the Sixth Circuit struck down the SSOI, ruling that the FCC incorrectly classified ISPs as telecommunications service providers, rather than non-common carrier providers of information services, and therefore exceeded its authority in imposing the net neutrality regulations.

Unless Congress passes legislation that supersedes the RIFO, it is possible that broadband service providers could impose restrictions on bandwidth and service delivery that may adversely impact our download speeds or ability to deliver content over those facilities, or impose significant end user or other fees that could impact the cost of our services to end users, or our delivery costs. If no action is taken by Congress, current and future actions by broadband Internet access providers may also result in limitations on access to our services, a loss of existing users or increased costs to us, our users or our customers, thereby impairing our ability to attract new users, or limiting our opportunities and models for revenue and growth.

Changes in how network operators handle and charge for access to data that travel across their networks could adversely impact our business.

We rely upon the ability of consumers to access our service through the Internet. To the extent that network operators implement usage-based pricing, including meaningful bandwidth caps, or otherwise try to monetize access to their networks by data providers, we could incur greater operating expenses, and our subscriber acquisition and retention could be negatively impacted.

Although we are now operating our Platform-as-a-Service, Broadcast-Enabled Streaming TV and Direct-to-Mobile deployment models, these offerings remain relatively new and there can be no assurance that they will achieve broad market acceptance.

We have developed three deployment models— Platform-as-a-Service (PaaS), Broadcast-Enabled Streaming TV (BEST), and Direct-to-Mobile (D2M)—that are intended to enable telecom operators, ISPs, broadcasters, and other partners to launch branded streaming services using our infrastructure. These models represent new and evolving business lines that have not yet generated significant revenue. There can be no assurance that potential partners will adopt these deployment models, that we will be able to successfully integrate broadcast-to-streaming conversion or digital rights management technologies at scale or that market conditions will support the pricing and revenue-sharing structures contemplated by these offerings. If these deployment models fail to gain market acceptance, our growth strategy and results of operations could be materially and adversely affected.

Our BEST model is subject to regulatory uncertainty related to broadcast standards and Over-the-Air television policy.

Our BEST model operates at the intersection of traditional over-the-air broadcasting and internet streaming, an area subject to evolving federal regulation. Changes in FCC policy regarding broadcast encryption, ATSC 3.0 implementation timelines, digital rights management requirements or over-the-air (OTA) spectrum allocation could affect the viability or cost-effectiveness of our BEST deployment model. Additionally, our BEST model depends on cooperation from local broadcasters who may face their own regulatory constraints or may prefer competing technology solutions. Uncertainty in the regulatory environment for broadcast-to-streaming conversion could delay adoption by broadcast partners and adversely affect our ability to deploy BEST at scale.

Our D2M platform depends on telecom operator and ISP adoption, and our failure to secure and maintain these partnerships could limit our growth.

Our D2M deployment model is designed for distribution through telecom operators and ISPs. The success of this model depends on our ability to negotiate and maintain favorable partnership agreements with these entities, many of which have significantly greater resources and bargaining power than we do. Telecom operators and ISPs may choose to develop competing in-house solutions, partner with larger competitors, or decline to prioritize video distribution services. Additionally, the delivery of video through 5G mobile broadband, satellite connectivity, and other networks contemplated by D2M is subject to network capacity constraints, coverage limitations, and the pace of infrastructure deployment by third-party carriers over which we have no control.

Risks Related to Ownership of Our Class A Common Stock

An active trading market for our Class A common stock may not develop or be sustained, which could limit your ability to sell your shares.

Prior to the listing of our Class A common stock on Nasdaq, there was no public market for our securities, and there can be no assurance that an active or liquid trading market for our Class A common stock will develop or be sustained. The development and maintenance of an active trading market depends on a number of factors, including the level of investor interest, the number of shares available for trading, the presence of market makers, and the coverage of our company by securities analysts.

If an active trading market does not develop or is not sustained, low trading volume may make it difficult for shareholders to sell their shares at or near prevailing market prices, or at all. The absence of a liquid trading market may also impair our ability to raise capital through the sale of equity securities and may limit our ability to use our Class A common stock as consideration in future strategic transactions. As a result, investors may be unable to sell their shares at desired times or prices.

The market price of our Class A common stock may be highly volatile, including experiencing extreme volatility that may be unrelated to our operating performance.

Certain recent initial public offerings of companies with public floats comparable to our anticipated public float have experienced extreme volatility that was seemingly unrelated to the underlying performance of the respective companies. We may experience similar volatility, which may make it difficult for prospective investors to assess the value of our Class A common stock.

In addition to the risks described elsewhere in this prospectus, the market price of our Class A common stock may be subject to significant volatility due to a variety of factors, many of which are beyond our control or unrelated to our operating performance. Recently, companies with comparable public floats and initial public offering sizes have experienced instances of rapid stock price increases followed by significant declines, and such price movements were seemingly unrelated to the respective companies’ underlying performance. Our anticipated public float may amplify the impact of trading activity by a limited number of shareholders, which could cause our share price to deviate, potentially significantly, from a price that more accurately reflects the underlying performance of our business.

If our Class A common stock experiences significant price volatility, including fluctuations that are unrelated to our actual or expected operating performance and financial condition, investors may incur substantial losses. Such volatility may make it difficult for prospective investors to assess the value of our Class A common stock and may contribute to a lack of confidence in the market for our shares.

Our Class B common stock has 15 votes per share, and our Class A common stock, which is the stock being offered by means of this prospectus, has one vote per share. Mr. Mobley holds, collectively with his permitted entities, and controls all of our outstanding shares of our Class B common stock. Accordingly, upon the closing of this offering, assuming all of the 6,946,980 Class B shares that were converted into Class A shares and registered for sale by Mr. Mobley in connection with a direct listing of our Class A common stock on Nasdaq are sold and not converted back to Class B shares, he will hold approximately 75.55% of the voting power of our outstanding capital stock, even if his stock ownership represents less than 50% of the outstanding aggregate number of shares of our capital stock. As a result, Mr. Mobley will be able to significantly influence matters submitted to our shareholders for approval, including the election of directors, amendments of our organizational documents and any merger, consolidation, sale of all or substantially all of our assets or other major corporate transactions. Mr. Mobley may have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. This concentrated control may have the effect of delaying, preventing or deterring a change in control of our company, could deprive our shareholders of an opportunity to receive a premium for their capital stock as part of a sale of our company and might ultimately affect the market price of our Class A common stock.

Future transfers by Mr. Mobley will generally result in those shares converting into shares of Class A common stock, subject to limited exceptions, such as certain transfers affected for estate planning or charitable purposes. In addition, each share of Class B common stock will convert automatically into one share of Class A common stock upon the death of Mr. Mobley. For information about our dual class structure, see the section titled “Description of Capital Stock.”

We cannot predict the effect our dual-class structure may have on the market price of our Class A common stock.

We cannot predict whether our dual-class structure will result in a lower or more volatile market price of our Class A common stock, adverse publicity or other adverse consequences. For example, certain index providers have announced and implemented restrictions on including companies with multiple-class share structures in certain of their indices. In July 2017, FTSE Russell announced that it would require new constituents of its indices to have greater than 5% of the company’s voting rights (aggregated across all of its equity securities, including those that are not listed or trading) in the hands of public shareholders. Pursuant to the FTSE Russell, this 5% minimum voting rights requirement only applies to companies assigned a Developed market nationality within the FTSE Equity Country Classification scheme, and, based upon the FTSE Equity Country Classification Interim Announcement published on March 30, 2023, the United States is assigned a Developed market nationality within the FTSE. In addition, in July 2017, the S&P Dow Jones announced that it would no longer admit companies with multiple-class share structures to certain of its indices; however, in October 2022, the S&P Dow Jones announced that it was conducting a consultation with market participants on the multiple share class eligibility methodology requirement via a survey that closed on December 15, 2022. Subsequently, the S&P Dow Jones Indices announced that, effective as of April 17, 2023, companies with multiple share class structures will be considered eligible for the S&P Composite 1500 and its component indices, including the S&P 500, the S&P MidCap 400 and the S&P SmallCap 600, if they meet all other eligibility criteria. Also in 2017, MSCI, a leading stock index provider, opened public consultations on its treatment of no-vote and multi-class structures and temporarily barred new multi-class listings from certain of its indices; however, in October 2018, MSCI announced its decision to include equity securities “with unequal voting structures” in its indices. Additionally, MSCI announced that the securities of companies exhibiting unequal voting structures will be eligible for addition to the MSCI ACWI IMI and other relevant indexes effective March 1, 2019. Currently, MSCI offers the MSCI World Voting Rights-Adjusted Index. This index specifically includes voting rights in the weighting criteria and construction methodology and aims to better align constituent weights with economic rights and voting power, while continuing to represent the performance of a broad opportunity set. The dual-class structure of our common stock may make us ineligible for inclusion in certain indices and, as a result, mutual funds, exchange-traded funds and other investment vehicles that attempt to passively track those indices would not invest in our Class A common stock. In addition, it is unclear what effect, if any, such policies will have on the valuations of publicly-traded companies excluded from such indices, but it is possible that they may adversely affect valuations, as compared to similar companies that are included. Due to the dual-class structure of our common stock, we may be excluded from certain indices, and we cannot assure you that other stock indices (including Nasdaq) will not take similar actions. Given the sustained flow of investment funds into passive strategies that seek to track certain indices, exclusion from certain stock indices may preclude investment by many of these funds and could make our Class A common stock less attractive to other investors. As a result, the market price of our Class A common stock may be adversely affected.

William A. Mobley, Jr., our Chief Executive Officer and Chairman individually owns and holds a majority of the combined voting power of our outstanding capital stock. As a result, we are a “controlled company” within the meaning of the Nasdaq listing rules. Under these rules, a company of which more than 50% of the voting power is held by an individual, a group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements of Nasdaq, including, but not limited to, the requirement that:

●

a majority of the board of directors consist of directors who qualify as “independent” as defined under the Nasdaq listing rules;

●

its board of directors has a nominating and corporate governance committee composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

●

its board of directors has a compensation committee composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

We intend to rely on some or all of these exemptions so long as we remain a “controlled company.” As a result, we may not have: (i) a majority of independent directors; (ii) a nominating and governance committee composed entirely of independent directors; and (iii) a compensation committee composed entirely of independent directors. Accordingly, our shareholders may not have the same protections afforded to shareholders of companies subject to all of the corporate governance requirements of Nasdaq.

The trading market for our Class A common stock may be influenced by the research and reports that industry or securities analysts publish about us or our business. If one or more of the analysts who cover us or our industry make unfavorable comments about our market opportunity or business, the market price of our Class A common stock would likely decline. If one or more of these analysts ceases coverage of us or fails to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the market price of our Class A common stock or trading volume to decline. In addition, if we fail to achieve analysts’ earnings estimates, the market price of our Class A common stock would also likely decline.

If we are unable to meet the continued listing requirements of Nasdaq, Nasdaq will delist our Class A common stock.

Our Class A common stock is currently listed on the Nasdaq Global Market. In the future, if we are not able to meet Nasdaq’s continued listing standards, we could be subject to suspension and delisting proceedings. A delisting of our Class A common stock and our inability to list on another national securities exchange could negatively impact us by: (i) reducing the liquidity and market price of our Class A common stock; (ii) reducing the number of investors willing to hold or acquire our Class A common stock, which could negatively impact our ability to raise equity financing; (iii) limiting our ability to use a registration statement to offer and sell freely tradable securities, thereby preventing us from accessing the public capital markets; and (iv) impairing our ability to provide equity incentives to our employees.

Because we do not intend to pay dividends for the foreseeable future, investors in the offering will benefit from their investment in shares only if our Class A common stock appreciates in value.

We currently intend to retain our future earnings, if any, to finance the operation and growth of our business and do not expect to pay any dividends in the foreseeable future. As a result, the success of an investment in our Class A common stock will depend upon any future appreciation in its value. Our Class A common stock may not appreciate in value or even maintain the price at which the Selling Shareholder purchased their ELOC Shares.

Our business currently depends on the availability of adequate funding and access to capital. As a result, we need to raise significant amounts of additional capital. We may be unable to obtain the additional capital when we need it, or on acceptable terms, if at all.

Even if we are able to continue as a going concern in the near term, our business depends on our ability to obtain additional capital. As of December 31, 2025, we had a cash balance of $433,363. We had a working capital deficit of $3,839,068 as of December 31, 2025. As of June 30, 2025, we had a cash balance of $549,249. We had a working capital deficit of $5,077,185 as of June 30, 2025. We plan to raise additional equity financing, without which we will not be able to meet our obligations as they become due for the next 12 months. We cannot provide any assurance that additional equity financing will be available on terms that are acceptable to us, or at all.

Risks Related to the Equity Purchase Agreement

Sales of our Class A common stock under the EPA may result in substantial dilution to existing shareholders, and we may be required to issue additional shares to access the full commitment.

Pursuant to the EPA, the Selling Shareholder committed to purchase up to $50 million of shares of our Class A common stock, subject to certain limitations and conditions. As consideration for this commitment, we agreed to issue the ELOC Commitment Shares in an aggregate amount of $750,000, which will result in dilution to existing shareholders.

The number of shares we may issue under the EPA will depend on, among other factors, our financing needs and the market price of our Class A common stock at the time of each sale. If the market price of our Class A common stock declines, we may be required to register and issue additional shares in order to access the full $50 million commitment under the EPA, which could result in further dilution to our existing shareholders.

Any sales of our Class A common stock to the Selling Shareholder, and the issuance of the ELOC Commitment Shares, will dilute the ownership interests of existing shareholders, which dilution may be substantial. In addition, the sale of a substantial number of shares to the Selling Shareholder, or the perception that such sales may occur, could cause the market price of our Class A common stock to decline and could make it more difficult for us to raise capital through future equity or equity-related offerings.

The purchase price of shares sold under the EPA will fluctuate based on market conditions, and we cannot predict the number of shares of Class A common stock we may sell under the EPA or the amount of proceeds we will receive from such sales, if any.

We cannot predict the actual number of shares of our Class A common stock that we will sell under the EPA or the aggregate gross proceeds resulting from those sales, if any. The purchase price per share will be determined based on a formula tied to the market price of our Class A common stock during the applicable pricing period, and will fluctuate based on market conditions. The pricing period is the ten-trading day period immediately following the date we deliver an Advance Notice to the Selling Shareholder.

Because the purchase price is determined during the pricing period following delivery of an Advance Notice , we do not know the exact price at which shares will be sold at the time we elect to sell shares. As a result, the proceeds we receive from each sale under the EPA will vary and may be lower than expected. In addition, depending on market liquidity at the time, resales of shares by the Selling Shareholder may cause the market price of our Class A common stock to decline, and any such decrease may be substantial.

The Selling Shareholder will purchase shares at a discount to the market price, which could cause the price of our Class A common stock to decline.

The purchase price for shares sold to the Selling Shareholder under the EPA equals 95% of the market price, which is defined as the lowest daily volume weighted average price of our Class A common stock on the Nasdaq Global Market during the applicable pricing period. Because the purchase price is determined during this pricing period, we do not know the exact price at which shares will be sold at the time we elect to sell shares.

As a result, the proceeds we receive from each sale of shares under the EPA will vary based on the market price of our Class A common stock during the applicable pricing period. In addition, the Selling Shareholder may sell the shares after receiving them, including during the pricing period, which could cause the market price of our Class A common stock to decline.

Our management will have broad discretion over the use of the net proceeds from our sale of shares of Class A common stock under the EPA, and you may not agree with how we use the proceeds and the proceeds may not be invested successfully.

Our management will have broad discretion in the application of the proceeds we receive from the sale of our Class A common stock to the Selling Shareholder under the EPA, and you will not have the opportunity as part of your investment decision to assess whether our management is using the proceeds appropriately. Because of the number and variability of factors that will determine our use of the proceeds we receive from the Selling Shareholder under the EPA, the ultimate use of the proceeds may vary substantially from the currently intended use. The failure by our management to apply these funds effectively could result in financial losses that could have a material adverse effect on our business and cause the price of our Class A common stock to decline.

Investors who buy shares of our Class A common stock at different times will likely pay different prices, and the sale of the shares of Class A common stock acquired by the Selling Shareholder could cause the price of our Common Stock to decline.

Pursuant to the EPA, we will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold to the Selling Shareholder. If and when we do elect to sell shares of our Class A common stock to the Selling Shareholder pursuant to the EPA, after the Selling Shareholder has acquired such shares, the Selling Shareholder may resell all, some or none of such shares at any time or from time to time in its discretion and at different prices. As a result, investors who purchase shares from the Selling Shareholder in this offering at different times will likely pay different prices for those shares, and so may experience different levels of dilution and in some cases substantial dilution and different outcomes in their investment results. Investors may experience a decline in the value of the shares they purchase from the Selling Shareholder in this offering as a result of future sales made by us to the Selling Shareholder at prices lower than the prices such investors paid for their shares in this offering. Further, the sale of a substantial number of shares of our Class A common stock by the Selling Shareholder, or anticipation of such sales, could cause the trading price of our Class A common stock to decline or make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise desire.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Statements in this prospectus ~~or in the documents incorporated by reference herein~~ that are not descriptions of historical facts are forward-looking statements that are based on management’s current expectations and are subject to risks and uncertainties that could negatively affect our business, operating results, financial condition and stock price. We have attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “should,” or “will” or the negative of these terms or other comparable terminology. . We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in the section titled “Risk Factors.” Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this prospectus may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Forward-looking statements contained in this prospectus include, but are not limited to, statements about:

● the online video and entertainment industry; ● our financial performance; ● our ability to attract and retain customers; ● our ability to expand our business; ● our ability to retain and hire necessary employees and appropriately staff our operations; and ● our estimates regarding capital requirements and needs for additional financing.

●

our financial performance;

●

our ability to attract and retain customers;

●

our ability to expand our business;

●

our ability to retain and hire necessary employees and appropriately staff our operations; and

●

our estimates regarding capital requirements and needs for additional financing.

We caution you that the foregoing list may not contain all of the forward-looking statements made in this prospectus.

You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by law, we do not intend to update any of these forward-looking statements after the date of this prospectus or to conform these statements to actual results or revised expectations.

You should read this prospectus and the documents that we reference in this prospectus and have filed with the SEC as exhibits to the registration statement of which this prospectus is a part with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect.

USE OF PROCEEDS

WeThe ~~estimate~~Selling ~~that~~Shareholder wemay, or ~~will~~may ~~receive net~~not, ~~proceeds~~elect ~~from~~to ~~this~~sell ~~offering~~shares of ~~approximately~~our ~~$ million,~~Class ~~based~~A oncommon anstock ~~assumed~~covered ~~initial~~by ~~public~~this ~~offering price~~prospectus. ofTo ~~$ per~~the ~~share,~~extent ~~which~~the isSelling ~~the~~Shareholder ~~midpoint~~chooses to ofsell ~~the~~shares ~~price~~of ~~range~~our ~~set~~Class ~~forth~~A oncommon ~~the~~stock ~~cover~~covered ofby this prospectus, ~~and~~ ~~after~~we ~~deducting~~will ~~the~~not ~~underwriting~~receive ~~discounts~~any ~~and~~proceeds ~~commissions~~from ~~and~~any ~~estimated~~such ~~offering~~sales ~~expenses~~of ~~payable~~our byClass A uscommon stock. IfSee ~~the~~“Selling ~~underwriters~~Shareholder.” ~~exercise their~~We ~~option~~may, however, receive up to ~~purchase~~$50 ~~additional~~million ~~shares,~~in weaggregate ~~estimate~~gross proceeds from sales of the ELOC Shares to the Selling Shareholder that we ~~will~~may ~~receive~~elect anto ~~additional~~make, ~~$ million~~from time to time after the date of this prospectus, pursuant into ~~net~~the ~~proceeds~~EPA.

Each $1.00 increase or decrease in the assumed initial public offering price would increase or decrease, as applicable, the net proceeds to us by approximately $ million, assuming the number of shares offered by us, as set forth on the cover of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions. Each increase or decrease of 1.0 million shares in the number of shares offered by us would increase or decrease, as applicable, the net proceeds to us by approximately $ million, assuming that the assumed initial public offering price, as set forth on the cover of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions. If the underwriters’ over-allotment option is exercised in full, we estimate that our net proceeds will be approximately $ million. 25

Although we have not yet determined with any certainty the manner in which we will allocate these net proceeds, we currently intend to use the net proceeds of this offering primarily to increase our sales and marketing efforts and expand our geographical presence. By hiring additional sales, marketing and technical personnel, we expect to accelerate our growth and take advantage of the momentum that we believe currently exists in the market for services like ours. We also intend to build out our infrastructure to handle the anticipated growth in our subscription base and our product offerings.

Our management will retain broad discretion in the allocation and use of the net proceeds from this offering. The amounts and timing of these expenditures will vary depending on a number of factors, including the amount of cash generated by our operations, competitive and technological developments, and the rate of growth, if any, of our business. For example, if we were to expand our operations more rapidly than anticipated by our current plans, a greater portion of the proceeds would likely be used for the construction and expansion of facilities, working capital and other capital expenditures. Alternatively, if we were to engage in an acquisition that contained a significant cash component, some or all of the proceeds might be used for that purpose.

Pending specific utilization of the net proceeds as described above, we intend to invest the net proceeds of the offering in short-term investment grade and U.S. government securities.

DIVIDEND POLICY

We have never declared or paid any cash dividends on our capital stock, and we do not currently intend to pay any cash dividends after the offering or for the foreseeable future. We expect to retain future earnings, if any, to fund the development and growth of our business. Any future determination to pay dividends on our Class A common stock will be made at the discretion of our board of directors and will ~~depend~~ depend upon, among other factors, our financial condition, operating results, current and anticipated cash needs, plans for expansion and other factors that our board of directors may deem relevant. In addition, the terms of our credit facilities contain restrictions on our ability to declare and pay cash dividends on our capital stock.

CAPITALIZATION

The following table sets forth our capitalization as of ~~June~~December 3031, ~~2023:~~2025.

● On an actual basis; and ● On a pro forma as adjusted basis to give effect to the sale of shares of common stock by us in this offering at the initial public offering price of $ per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

You should read this table in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and related notes included elsewhere in this prospectus.

	Actual			~~Pro Forma as Adjusted (1)~~
Cash	$	1433,~~634,494~~363		$
Debt		62,~~401~~425,~~285~~552
Stockholders’ Deficit:
Stockholders’ equity:
Preferred stock, $.0001 par value, 5,000,000 shares authorized; no share issued and outstanding.		-
Preferred stock, $0.0001 par value, 5,000,000 shares authorized
Common stock, $.0001 par value, 200,000,000 shares authorized; 44,164,626 shares issued and outstanding; shares issued and outstanding pro forma, shares issued and outstanding, pro forma as adjusted		4,430
Series A Preferred Stock, par value $0.0001, 4,000,000 shares issued and outstanding as of December 31, 2025		400
Common stock subscriptions		1,250,000
Class A common stock, $.0001 par value, 320,000,000 shares authorized; 26,931,820 shares issued and outstanding as of December 31, 2025		2,695
Additional paid-in capital		39,556,708
Class B common stock, $.0001 par value, 30,000,000 shares authorized; 13,925,640 shares issued and outstanding as of December 31, 2025		1,393
Accumulated deficit		(48,725,037	)
Additional paid-in capital		197,329,182
Total stockholders’ equity (deficit)	$	(7,913,899	)	$
Accumulated deficit		(200,881,532	)
Total Capitalization	$	(1,512,614	)	$
Total stockholders’ deficit	$	(3,547,862	)
Total Capitalization	$	(1,122,310	)

~~(1)~~ The ~~pro forma information set forth above is illustrative only and will change based on the actual initial public offering price and~~ number of shares ~~issued in this offering, each determined at pricing. Each $[1.00] increase or decrease in the assumed initial public offering price~~ of $Class A ~~per~~common ~~share,~~stock ~~the~~outstanding midpoint of the price range set forth on the cover page of this prospectus, would increase or decrease pro forma cash, additional paid-in capital, total shareholder’ deficit and total capitalization by approximately $ million, assuming that the number of shares offered by us, as ~~set forth on the cover page~~ of ~~this~~December ~~prospectus~~31, ~~remains the same~~2025, ~~and~~does ~~after~~not ~~deducting~~take ~~estimated~~into underwriting discounts and commissions and estimated offering expenses payable by us. We may also increase or decrease the number of shares we are offering. Each 1.0 million share increase or decrease in the number of shares offered by us would increase or decrease pro forma cash, additional paid-in capital, total shareholders’ deficit and total capitalization by approximately $ million, assuming that the assumed initial public offering price, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.account:

~~The~~● ~~pro~~8,056,087 ~~forma~~shares ~~number~~ of ~~shares to~~Class beA ~~outstanding~~common ~~immediately~~stock ~~after~~issuable ~~this~~upon ~~offering~~the asexercise ~~shown~~of ~~above~~outstanding iswarrants ~~based~~as onof 44December 31,~~164~~ 2025,~~626~~ ~~shares~~at ~~outstanding~~a asweighted ofaverage ~~June~~exercise ~~30,~~price ~~2023~~of ~~and~~$4.76 ~~does not~~per ~~take into account:~~share.

● 26926,~~112,174~~373 shares of ~~common~~Class ~~stock~~A ~~issuable upon the exercise of outstanding warrants as of June 30, 2023 at a weighted average exercise price of $1.55 per share. ● 1,615,324 shares of~~ common stock issuable upon exercise of outstanding options, of which 1883,~~586,721~~782 have vested and are exercisable as of ~~June~~December 3031, ~~2023~~2025, at a weighted average exercise price of $~~2.00 per share. ●~~ 4~~,384,676 shares of common stock available for future issuance under our 2021 Incentive Award Plan~~.17 ~~● shares of common stock issuable upon the exercise of Representative Warrants at an exercise price of $~~ per share. ~~● 23,190,481 shares of common stock issuable upon the exercise of outstanding convertible debt as of June 30, 2023 at a conversion price of $0.25 per share.~~

22● 2,073,627 shares of Class A common stock available for future issuance under our 2021 Incentive Award Plan.

~~DILUTION~~26

If you invest in our common stock, your interest will be diluted immediately to the extent of the difference between the initial public offering price per share you will pay in this offering and the pro forma net tangible book value per share of our common stock after this offering. Our historical net tangible book value as of June 30, 2023 was $ (7.9) million or $ (0.18) per share of common stock. Our net tangible book value per share set forth below represents our total tangible assets less total liabilities, divided by the number of shares of our common stock outstanding on June 30, 2023.

The pro forma net tangible book value as of June 30, 2023 was $ million or $ per share of common stock. Our pro forma net tangible book value per share represents our total tangible assets less our total liabilities, divided by the number of outstanding shares of common stock, after giving effect to the pro forma adjustments referenced under “Capitalization.”

After giving effect to our issuance and sale of shares of common stock in this offering at an assumed initial public offering price of $ per share, the mid-point of the estimated price range shown on the cover of this prospectus, after deducting the estimated underwriting discounts and offering expenses payable by us, the pro forma as adjusted net tangible book value as of June 30, 2023 would have been $ or $ per share. This represents an immediate increase in net tangible book value to existing shareholders of $ per share. The initial public offering price per share will significantly exceed the net tangible book value per share. Accordingly, new investors who purchase shares of common stock in this offering will suffer an immediate dilution of their investment of $___ per share. The following table illustrates this per share dilution to the new investors purchasing shares of common stock in this offering without giving effect to the over-allotment option granted to the underwriters:

Assumed public offering price per share		$
Net tangible book value per share as of June 30, 2023
Proforma net tangible book value per share as of June 30, 2023
Increase in net tangible book value per share attributable to the offering
Pro forma as adjusted net tangible book value per share as of June 30, 2023 after giving effect to the offering
Dilution per share to new investors		$

A $1.00 increase (decrease) in the assumed initial public offering price of $**** per share would increase (decrease) the pro forma net tangible book value by $ million, the pro forma net tangible book value per share after this offering by $ per share and the dilution in pro forma net tangible book value per share to investors in this offering by $ per share, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discount and offering expenses payable by us.

Similarly, a 1.0 million increase or decrease in the number of shares of our common stock offered by us would increase or decrease our pro forma as adjusted net tangible book value by approximately $ per share and the dilution per share to investors in this offering by $ per share, assuming the assumed initial public offering price remains the same and after deducting estimated underwriting discounts and commissions payable by us. If the underwriters exercise their option to purchase additional shares in full, the pro forma as adjusted net tangible book value per share of our common stock would be $ per share, and the dilution in pro forma net tangible book value per share to investors purchasing shares in this offering would be $ per share.

If the underwriters exercise their over-allotment option in full, the pro forma net tangible book value will increase to $ per share, representing an immediate increase to existing shareholders of $ per share and an immediate dilution of $ per share to new investors. If any shares are issued in connection with outstanding options, you will experience further dilution.

The tables above assume no exercise of warrants to purchase, or conversion of debt into, shares of common stock outstanding as of June 30, 2023. At June 30, 2023, there were 26,112,174 shares of common stock issuable upon exercise of outstanding warrants at a weighted average exercise price of $1.55 per share, 1,615,324 shares of common stock issuable upon exercise of outstanding options, of which 1,586,721 have vested and are exercisable as of June 30, 2023 at a weighted average exercise price of $2.00 per share and 23,190,481 shares of common stock issuable upon the exercise of outstanding convertible debt at a conversion price of $0.25 per share. The tables above also do not take into account shares of common stock issuable upon the exercise of Representative Warrants at an exercise price of $ per share or 4,384,676 shares of common stock available for future issuance under our 2021 Incentive Award Plan.

The following table summarizes, as of June 30, 2023, on the pro forma basis described above, the differences between the number of shares purchased from us, the total consideration paid to us in cash and the average price per share that existing shareholders and new investors paid for such shares. The calculation below is based on an assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, before deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

Shares Purchased Total Consideration Average Price Number Percent Amount Percent Per Share Existing shareholder $ % $ % $ New investors % % Total $ % $ %

SELECTED HISTORICAL FINANCIAL AND OPERATING DATA

The following table presents our selected historical financial data for the periods presented and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statement and notes thereto included elsewhere in this prospectus. The statements of operations data for the three and six months ended December 31, 2025, and 2024, and the fiscal years ended June 30, ~~2023~~2025, and ~~2022~~2024, and the statements of financial condition data as of December 31, 2025, and 2024, and June 30, ~~2023~~2025, and 2024, ~~2022~~ are derived from our audited financial statements included elsewhere in this prospectus. Our historical results are not necessarily indicative of the results to be expected in the future.

	Fiscal Year Ended June 30,
	For the three months ended
	2023			2022
	December 31,
	2025			2024
Statements of Operations Data:
Total Revenue	$	~~507~~62,~~200~~090		$	~~303~~151,~~217~~545
Cost of Revenue		220,147			157,285
Total Cost of Revenue		39,636			73,943
Gross Profit		287,053			145,932
Total Operating Expenses		2,772,302			3,964,976
Total Operating Expenses:		8,009,178			10,608,737
Loss From Operations		(2,749,848	)		(3,887,374	)
Loss From Operations		(7,722,125	)		(10,462,805	)
Total Other (Expense) Income		(34,134	)		(42,144	)
Total Other Income (Expense)		1,336,008			(1,141,117	)
Net Loss		(2,783,982	)		(3,929,518	)
Net Loss	$	(6,386,117	)	$	(11,603,922	)
Net Loss per share, basic and diluted	$	(0.07	)	$	(0.10	)
Net Loss per share, basic and diluted	$	(0.40	)	$	(0.32	)

	As of June 30,
	For the six months ended
	2023			2022
	December 31,
Balance Sheets Data:
	2025			2024
Cash and Cash Equivalents	$	1,634,494		$	833
Statements of Operations Data:
Accounts Receivable		3,613			13,860
Total Revenue	$	257,950		$	269,952
Total Assets		1,902,804			516,401
Total Cost of Revenue		91,741			176,186
Total Current Liabilities		4,276,801			5,245,123
Total Operating Expenses		5,723,644			7,492,001
Total Liabilities		9,816,703			7,293,820
Loss From Operations		(5,557,435	)		(7,398,235	)
Total Shareholders’ Deficit		(7,913,899	)		(6,777,419	)
Total Other (Expense) Income		(88,896	)		(91,088	)
Net Loss		(5,646,331	)		(7,489,323	)
Net Loss per share, basic and diluted	$	(0.14	)	$	(0.19	)

	For the years ended
	June 30,
	2025			2024
Statements of Operations Data:
Total Revenue	$	628,149		$	507,920
Total Cost of Revenue		346,581			336,996
Total Operating Expenses		14,037,006			10,899,711
Loss From Operations		(13,755,438	)		(10,728,787	)
Total Other (Expense) Income		(310,510	)		(1,717,429	)
Net Loss		(14,065,948	)		(12,446,216	)
Net Loss attributable to common shareholders	$	(14,065,948	)	$	(17,446,216	)
Net Loss per share, basic and diluted	$	(0.36	)	$	(0.62	)

	As of
	December 31, 2025			December 31, 2024
Balance Sheets Data:
Cash and Cash Equivalents	$	433,363		$	2,202,581
Accounts Receivable		137,631			261,724
Accounts Receivable – Related Party		14,335			138,449
Total Assets		1,234,458			3,194,480
Total Current Liabilities		4,544,537			3,922,320
Total Liabilities		4,782,320			4,265,588
Total Shareholders’ Deficit	$	(3,547,862	)	$	(1,071,108	)

	For the years ended
	June 30,
	2025			2024
Balance Sheets Data:
Cash and Cash Equivalents	$	549,249		$	5,218,413
Accounts Receivable		131,432			1,490
Accounts Receivable – Related Party		146,303			274,501
Total Assets		1,388,516			6,137,079
Total Current Liabilities		5,950,483			1,338,628
Total Liabilities		6,242,024			3,806,662
Total Shareholders’ Deficit	$	(4,853,508	)	$	(117,669,583	)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with our audited financial statements and the related notes thereto and other financial information appearing elsewhere in this prospectus. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this prospectus, particularly in the section titled “Risk Factors.”

Overview

~~Revenue~~We ~~for~~currently ~~the~~operate ~~year ended~~exclusively ~~June~~in 30the U.S., ~~2023~~but ~~increased~~see opportunities for expansion into international markets, by 67signing licensing agreements and collaborating with international Consumer Direct Platforms (CDPs).~~27%~~ However, orwe ~~$203,983,~~can only take advantage of these opportunities if we have sufficient capital to ~~$507~~do so,~~200,~~ asare able ~~compared~~to ~~with~~recruit ~~$303~~the necessary staff,~~217~~ ~~for~~and ~~the~~are ~~year~~able ~~ended~~to ~~June~~expand ~~30,~~our ~~2022~~current infrastructure. We may also face additional challenges from new competitors that may be able to launch new businesses at relatively low cost, ~~while~~with ~~our~~consumers ~~net~~easily being able to shift spending from ~~loss~~one ~~decreased~~provider byto 44another.~~97%,~~ orIn ~~$5,217,805,~~order to $6combat this,~~386,117~~ we must continue to deliver a product that is more advanced than that of competitors.

WePrimarily ~~see~~as ~~opportunities~~a ~~for~~result ~~growth~~of our inshift ~~international~~to ~~sales~~a free registration subscription service, ~~pre~~we have been able to increase the number of subscribers during our most recent 12-~~loads~~month period. inOur ~~manufactured~~subscriber ~~streaming~~numbers ~~devices~~have increased from 925,270 ~~including~~on ~~mobile~~December ~~devices~~31, ~~smart~~2024, to 1,006,203 on December 31, 2025. Our revenue excluding Free Ad-Supported TV’s (FAST) Revenue (FAST Revenue was $101,047 ~~media~~and ~~set~~$141,484 ~~top~~for ~~boxes/sticks~~the six months ended December 31, 2025, and 2024, respectively) and ~~laptops~~Ad Revenue (Ad Revenue was $119,036 and ~~introducing~~$50,132 ~~FreeCast~~for the six months ended December 31, 2025, and 2024, respectively) per subscriber has decreased from $0.~~com~~08 ~~into~~for the ~~in-home~~six ~~market.~~months ~~Additionally~~ending December 31, we2024, ~~see~~compared ~~bulk~~to ~~licensing~~$0.04 ~~growth~~for ~~opportunities~~the insix ~~commercial~~months ending December 31, 2025. Our ~~MDU~~revenue ~~(multi~~excluding ~~dwelling~~FAST ~~units)~~Revenue ~~such~~(FAST asRevenue ~~apartments~~was $46,381 ~~condominiums~~& $62,345 ~~student~~for ~~housing~~the three months ended December 31, ~~planned~~2025, ~~communities~~and 2024, respectively) and Ad Revenue (Ad Revenue was $22 & $50,132 for the ~~hospitality~~three ~~sector~~months ~~(hotels~~ended December 31, ~~short~~ ~~stay~~2025, and 2024, respectively) per subscriber has decreased from $0.04 for the three months ending December 31, 2024, compared to $0.02 for the three months ending December 31, 2025.

~~However,~~As ~~we can only take advantage~~ of ~~these~~December ~~opportunities~~31, if2025, we had ~~have~~a ~~sufficient~~cash ~~capital~~balance toof ~~do so~~$433,363 ~~are able to recruit the necessary staff,~~ and ~~are~~a ~~able~~working tocapital ~~expand our~~deficit ~~current~~of ~~infrastructure~~$3,839,068. We ~~may~~plan ~~also~~to ~~face~~raise additional ~~challenges~~equity ~~from~~financing ~~new~~as ~~competitors~~well, ~~that~~without which ~~may~~we will not be able to ~~launch~~meet ~~new~~our ~~businesses~~obligations atas ~~relatively low~~they ~~cost,~~become ~~with~~due ~~consumers~~for ~~easily~~the ~~being~~next ~~able~~12 tomonths. ~~shift~~However, ~~spending~~we ~~from~~cannot ~~one~~provide ~~provider~~any toassurance that ~~another.~~additional Inequity ~~order~~financing towill ~~combat~~be ~~this,~~available weon ~~must~~terms ~~continue to deliver a product~~ that isare ~~more~~acceptable ~~advanced~~to ~~than~~us, ~~that~~or ofat ~~competitors~~all.

Primarily as a result of our shift to a free registration subscription service, we have been able to increase our number of subscribers during our most recent fiscal year. Our subscriber numbers have increased from 541,776 on June 30, 2022 to 742,336 on June 30, 2023. Our revenue per subscriber has increased from $0.56 for the twelve-month period ending June 30, 2022 compared to $1.46 for the twelve-month period ending June 30, 2023.28

As of June 30, 2023, we have a cash balance of approximately $1,634,494 and a working capital deficit of approximately $2,580,296. We plan to raise additional equity financing as well, without which we will not be able to meet our obligations as they become due for the next 12 months. However, we cannot provide any assurance that additional equity financing will be available on terms that are acceptable to us, or at all.

Components of our Operating Results

Revenue

Subscription (Membership) Revenue

WeIn nolight ~~longer~~of ~~generate~~shifting ~~subscription~~consumer ~~revenue~~behaviors ~~through~~and ~~renewal~~constraints ~~sales~~on ofbig-box ~~Rabbit~~retail TVsales ~~and~~(especially ~~Rabbit~~during TVthe ~~Plus~~pandemic), orwe ~~through~~refined ~~Select~~our TVbusiness ~~and~~model ~~Streaming~~in TV2022 ~~Kits,~~to ~~which~~focus ~~operated as the successor~~on ~~products~~B2B2C todistribution. ~~Rabbit~~This TVapproach ~~and~~leverages ~~Rabbit~~partnerships TVwith ~~Plus.~~multi-dwelling Inunit ~~October 2022~~operators, ~~our~~hospitality ~~SelectTV.com~~providers, ~~paid~~broadband ~~subscription service~~ carriers, and ~~packaged~~device ~~SelectTV~~manufacturers, ~~Streaming TV~~each ~~Kits~~channel ~~were~~granting ~~discontinued.~~us Weimmediate, ~~rebranded~~large-scale touser ~~the corporate namesake FreeCast~~access.~~com,~~ ~~and~~We ~~relaunched~~believe ~~our~~that ~~SmartGuide~~aligning aswith ~~a free registration subscription~~enterprise-level ~~service.~~partners ~~SmartGuide~~reduces is our ~~internet~~direct ~~distributed~~retail ~~streaming~~marketing ~~media~~costs, ~~guide~~stabilizes ~~that~~recurring ~~searches~~revenues, and ~~aggregates~~extends ~~media~~the ~~content~~reach onof ~~the~~our ~~web~~aggregator ~~and~~platform ~~facilitates~~to ~~access~~tens toof ~~our~~thousands ~~customers~~of ~~through~~new ~~Wi-Fi-enabled~~users ~~devices~~at ~~that support streaming video~~once.

WeAs ~~do,~~a ~~however~~result, ~~sell~~we ~~monthly~~no longer ~~subscriptions~~generate ~~for~~subscription ~~premium~~revenue ~~content purchased~~ through ~~our~~renewal ~~SmartGuide~~sales ~~for~~of ~~varying~~Rabbit ~~fees~~TV ~~for~~and ~~different~~Rabbit ~~content.~~TV ~~Revenue~~Plus, ~~from~~or ~~such~~through ~~premium~~Select ~~subscription fees~~TV isand ~~recognized~~Streaming onTV aKits, ~~gross~~which operated ~~basis~~as ~~over~~ the ~~service~~successor ~~period~~products asto weRabbit ~~are~~TV ~~deemed~~and toRabbit beTV ~~the~~Plus. ~~principal~~In inOctober ~~the~~2022, ~~relationship~~our ~~with~~SelectTV.com ~~the~~paid ~~end~~subscription ~~user.~~service and packaged WeSelectTV ~~control~~Streaming ~~the~~TV ~~content~~Kits ~~before~~were ~~transferring~~discontinued. itWe rebranded to the ~~end~~corporate ~~user~~namesake FreeCast.com and ~~have~~relaunched ~~latitude~~our inSmartGuide ~~establishing~~as ~~pricing~~a free registration subscription service. WeSmartGuide ~~both~~is ~~retransmit~~our internet distributed streaming media guide that searches and ~~“ingest”~~aggregates media content on the web and ~~distribute~~facilitates ~~content~~access to our customers through Wi-Fi-enabled devices that support streaming video.

~~Subscription~~We ~~revenue is derived from online sales through search engine optimization~~do, ~~search engine marketing~~however, ~~various~~sell ~~marketing advertising services, the utilization~~monthly ofsubscriptions ~~resellers~~for inpremium ~~the~~content ~~form~~purchased ofthrough ~~publishers~~our ~~that~~SmartGuide ~~promote~~for ~~upcoming~~varying ~~retail~~fees ~~promotions~~for ~~and~~different ~~packages,~~content. asRevenue ~~well~~from assuch ~~direct~~premium ~~sales to subscribers of~~subscription ~~our~~fees ~~Value~~is ~~Channels~~recognized ~~subscription~~on ~~service.~~a ~~Value~~gross ~~Channels~~basis ~~subscription~~over ~~contains~~the 17service ~~cable~~period ~~channels~~as ~~and~~we ~~sells~~are ondeemed ato ~~monthly~~be ~~subscription~~the ~~or annual~~principal ~~fee.~~in ~~Value~~the ~~Channels~~relationship iswith ~~integrated into~~ the ~~initial~~end ~~FreeCast~~user.~~com~~ We ~~free~~control ~~registration~~the ~~and~~premium ~~then~~content ~~offered~~before astransferring anit ~~upgrade.~~to ~~Both~~the ~~FreeCast.com (free~~end ~~registration)~~user and ~~Value~~have ~~Channels~~latitude ~~is available~~ in ~~various~~establishing ~~streaming~~pricing. ~~Smart~~We TVboth ~~models~~retransmit ~~(Google TV’s, Amazon Fire TV’s, LG, Samsung,~~and ~~TCL,~~“ingest” ~~Sony,~~ and ~~others),~~distribute ~~plus~~this ~~Streaming Devices (Amazon Fire, Google ChromeCast, Apple TV), PC’s/Laptops and mobile apps for Android and iOS devices~~content.

Subscription revenue is ~~recognized~~derived ~~ratably~~from ononline asales ~~straight-line~~through ~~basis~~search ~~over~~engine ~~the~~optimization, ~~duration~~search engine marketing, various marketing advertising services, the utilization of resellers in the ~~subscription~~form ~~period~~of publishers that promote upcoming retail promotions and packages, ~~generally~~as ~~ranging~~well ~~from~~as ~~one~~direct ~~month~~sales to ~~five~~subscribers ~~years~~of our Value Channels subscription service. IfValue ~~the subscriber~~Channels ~~renews~~subscription ~~early,~~contains ~~then~~17 ~~the~~cable ~~expiration~~channels ~~date~~and sells on a monthly subscription or annual fee. Value Channels is ~~extended~~integrated byinto the ~~renewal~~initial ~~period,~~FreeCast.com free registration and ~~the~~then ~~additional~~offered ~~subscription~~as ~~fee~~an isupgrade. ~~deferred~~Both ~~and~~FreeCast.com ~~amortized~~(free ~~over~~registration) ~~the~~and ~~additional~~Value ~~months~~Channels ~~purchased~~are byavailable ~~the~~in ~~subscriber.~~various Westreaming nosmart ~~longer~~TV ~~offer~~models ~~SelectTV~~(Google ~~lifetime subscriptions~~TV’s, ~~which~~Amazon ~~was~~Fire ~~initially~~TV’s, LG, Samsung, ~~deferred~~TCL, Sony and ~~recognized~~others), ~~over~~plus aStreaming ~~five-year~~Devices ~~period.~~(Amazon ~~All~~Fire, ~~subscription~~Google ~~fees~~ChromeCast, ~~are~~Apple ~~collected~~TV), atPC’s/Laptops ~~the~~and ~~time~~mobile ofapps ~~purchase~~for Android and iOS devices.

~~Product~~Subscription ~~Revenue~~revenue is recognized ratably on a straight-line basis over the duration of the subscription period, generally ranging from one month to five years. If the subscriber renews early, then the expiration date is extended by the renewal period, and the additional subscription fee is deferred and amortized over the additional months purchased by the subscriber. We no longer offer SelectTV lifetime subscriptions, which were initially deferred and recognized over a five-year period. All subscription fees are collected at the time of purchase.

~~Beginning~~FAST in(Free ~~2023,~~Ad-Supported inTV) conjunction with the release of our new product FreeCast Home, we started recognizing contracts with customers from product sales requiring performance up to delivery, as well as contracts with customers that contain a subscription portion that causes revenue to be allocated or adjusted over time. Shipping and handling activities are performed before the customer obtains control of the goods and therefore represent a fulfillment activity rather than a promised service to the customer. Revenue and costs of sales are recognized when control of the products transfers to our customer, which generally occurs upon shipment from our facilities. For our physical product sales, our performance obligations are satisfied at that time.

We provide FAST channel buildouts that include post-production editing, motion graphics, channel assembly and content acquisitions. We charge the customers based on time incurred for the services plus a reasonable margin in addition to any additional out of pocket cost incurred that is charged at cost to us. In addition, we split the advertising revenue. Revenue is recognized when services are performed. We charge a monthly platform fee for distributing the FAST channel on its platform. Revenue is recognized at the point in time when the content is available on the digital platform.

In June 2023, we entered into verbal arrangements with two related party entities, Test Drive Live Inc. and Celebrity Cigars, Inc. William A. Mobley, Jr. serves as the President of both companies and is the sole director for Celebrity Cigars. Mr. Mobley’s son, Sean Mobley, is part of the management team of Celebrity Cigars. We provided FAST channel buildout services relating to the development and buildout of their respective channels. We also provide the platform on an ongoing basis for each company to stream their content. We charge each company a monthly fee based on a 15% or 30% markup of our cost of production, depending on the level of supervision required to provide our services, which include labor, rent, etc. We also charge for any out-of-pocket costs, which vary from month-to-month. We are currently negotiating with each company on a potential advertising revenue-sharing arrangement.

Ad Platform Revenue

We are an agent in transactions on our Ad Exchange platforms. We act as an intermediary between DSPs and non-owned and operated publishers by providing access to a platform that allows both parties to transact in the buying and selling of ad inventory. The transaction price is determined through a real-time auction, and we have no pricing discretion or obligation related to the fulfillment of the advertising delivery.

We generally invoice buyers at the end of each month for the full purchase price of ad impressions monetized in that month. Accounts receivables are recorded at the amount of gross billings for the amounts we are responsible for collecting, and accounts payable are recorded at the net amount payable to suppliers. Accordingly, both accounts receivable and accounts payable appear large in relation to revenue reported on a net basis.

Ad Agency Revenue (Launch That and Similar Contracts)

We earn revenue from direct client service contracts for marketing and campaign execution, such as the Launch That agreement. These contracts typically involve two distinct phases:

●

Phase 1: Discovery and Development Services (data research, audience analysis, creative development). Revenue is recognized over time using an input method based on the proportion of costs incurred relative to total estimated costs for Phase 1.

●

Phase 2: Test Media Distribution Services (media placement, outreach, KPI reporting). Revenue is recognized upon delivery of the performance evaluation report specified in the contract.

Revenue from such contracts is presented separately from “Other Revenue” due to its materiality and distinct nature.

Deferred Revenue – Ad Agency Revenue (Launch That and Similar Contracts)

For the Ad Agency revenue stream, we provide demand partners with access to the FreeCast Ad Platform, enabling real-time bidding on advertising inventory. Revenue is recognized at a point in time when a transaction is completed—specifically, when a bid is won and the client’s purchase occurs through the platform. Amounts invoiced in advance of the completion of these transactions are recorded as deferred revenue and recognized as revenue when our performance obligation is satisfied.

Other Revenue

Other revenue includes ~~licensing~~product, ~~advertising~~licensing, and referral fee revenue. We generate revenue through free registrations of FreeCast.com by ~~partnering~~signing ~~with~~licensing ~~retailers,~~agreements ~~manufacturers, operators~~ and~~/or distributors of streaming devices, mobile phones, broadband carriers, broadcasters, property management, multi-dwelling~~ ~~developers,~~collaborating ~~builders,~~with ~~and various mass consumer communities of streaming tv watchers~~CDPs. A FreeCast.com license is freely provided per registered consumer marketed by distributors in exchange for a negotiated revenue sharing percentage with each distributor on a case-by-case basis. Affiliate commissions are earned and then shared from third-party advertisement service providers, pay-per-view movie or series distributors, and live events tickets sales for such things as professional boxing or concerts. These license arrangements have not resulted in significant revenue to date.

26Beginning in 2024, in conjunction with the release of our new product FreeCast Home, we started recognizing contracts with customers from product sales requiring performance up to delivery, as well as contracts with customers that contain a subscription portion that causes revenue to be allocated or adjusted over time. Shipping and handling activities are performed before the customer obtains control of the goods and therefore represent a fulfillment activity rather than a promised service to the customer. Revenue and costs of sales are recognized when control of the products transfers to our customer, which generally occurs upon shipment from our facilities. For our physical product sales, our performance obligations are satisfied at that time.

We generate advertising revenue pursuant to arrangements with advertising agencies and brokers. Under these arrangements, we provide the agencies and brokers the ability to sell advertising on our service directly to advertisers. We report this revenue net of amounts due to agencies and brokers because we are neither the primary obligor under these arrangements, nor do we set the pricing or establish or maintain the relationship with the advertisers.

Referral fee revenue is generated through premium services which are also available on our platform, for an additional fee, to allow single or time-limited use of private, decrypted viewing of movies, sporting events, concerts or other types of events.

Deferred Revenue

Deferred revenue consists principally of both prepaid but unrecognized subscription revenue and advertising fees received or billed in advance of the delivery or completion of the delivery of services. We may pay sales incentives, in cash or by issuing equity instruments, to distributors of our subscriptions. Such sales incentives are not recognized as deferred revenue. Rather, sales incentives are recognized in current operations when issued, regardless of amounts in deferred revenue, which may have resulted from the distributor’s efforts. Deferred revenue consists primarily of subscriptions for multiple months purchased upfront and recognized ratably over the term of the subscription.

Cost of Revenue

Cost of revenue consists primarily of ~~hosting,~~subscription ~~product development, and infrastructure~~ costs and ~~the~~FAST ~~salaries~~streaming ~~and~~costs, ~~benefits~~such ~~related~~as ~~to employees in software engineering, facilities~~third-~~related~~party ~~expenses,~~hosting ~~and information technology associated with supporting those functions. Hosting~~ costs ~~consist of content streaming~~, ~~maintaining~~ ~~our~~infrastructure ~~Internet~~costs ~~service~~ and ~~creating~~salaries and ~~serving~~benefits ~~advertisements~~related to ~~through~~employees ~~third-party~~for adour ~~servers~~customer support. We make payments to third-party ~~advertising~~ ad servers in the period in which the advertising impressions are delivered, or click-through actions occur, and accordingly record this as a cost of revenue in the related period. WeHosting ~~incur~~costs ~~product~~consist of ~~development~~content ~~expenses~~streaming, ~~primarily~~maintaining ~~for~~our ~~improvements~~internet toservice ~~our~~and ~~website~~creating and ~~related apps,~~serving ~~development~~advertisements ofthrough ~~new~~third-party ~~advertising~~ad ~~products~~servers. ~~and~~Cost ~~development~~of revenue ~~and~~also ~~enhancement~~consists of FAST channel buildout costs such as the ~~guide~~salaries and ~~streaming~~benefits ~~system.~~related ~~Product~~to ~~development~~employees, ~~costs~~facility related expenses ~~are~~and ~~generally~~information ~~expensed~~technology asassociated ~~incurred~~with supporting these buildouts.

Operating Expenses

Compensation and Benefits

Compensation and benefits consist primarily of employee-related costs, including salaries and benefits related to employees in finance, accounting, internal information technology and other administrative personnel and stock-based compensation.

Sales and Marketing

Sales and marketing consist primarily of employee-related costs, including salaries, commissions and benefits related to employees in sales, sales support and marketing departments. In addition, sales and marketing expenses include external sales and marketing expenses such as third-party marketing, TV Infomercials, branding, advertising, public relations expenses, commissions, facilities-related expenses, and infrastructure costs.

General and Administrative

General and administrative expenses include professional services costs for outside legal and accounting services, facilities-related expenses, travel costs, third party customer support, and credit card fees.

27Three and Six Months Ended December 31, 2025, Compared to

~~Fiscal~~Three ~~Year~~and ~~Ended~~Six ~~June~~Months ~~30, 2023 Compared to Fiscal Year~~ Ended ~~June~~December 3031, ~~2022~~2024

Revenue

Our primary ~~source~~sources of revenue isare subscription revenue and FAST revenue. Additionally, we have ~~two~~several other revenue streams: product sales revenue, channel streaming, advertising revenue, and other revenue, which encompasses earnings from licensing, ~~advertising,~~ and referral fees.

Subscription revenue increased by 70.24%, or $207,699, to $503,419, in the fiscal year ended June 30, 2023, as compared to $295,720 for the fiscal year ended June 30, 2022. The increase in subscription revenue is primarily attributable to our shift to a free registration subscription service and recognition of deferred revenue purchased in the prior fiscal year and recognized in the fiscal year ended June 30, 2023. The increase in subscribers drove increased purchases of our content provider bundles. As a result, we strategically decreased our advertising and marketing budget and increased our research and development budget to the benefit of future sales from an enhanced product.31

~~Product~~Subscription revenue decreased by ~~91.12~~60%, or $423,~~523~~376, to $~~441~~15,687, in the ~~fiscal~~three ~~year~~months ended ~~June~~December 3031, ~~2023~~2025, as compared to $439,~~964~~063 for the ~~fiscal~~three ~~year~~months ended ~~June 30~~December 31, ~~2022~~2024. In ~~January~~Subscription ~~2021~~revenue decreased by 51%, weor ~~ceased~~$39,384, ~~sales~~to of$37,807, ~~our~~in ~~“cord~~the ~~cutting~~six ~~kit”~~months ended December 31, ~~which~~2025, ~~resulted~~as incompared ato ~~reduced~~$77,191 for ~~volume~~the ofsix ~~product~~months ~~sales~~ended December 31, 2024. The decrease in ~~the~~subscription ~~fiscal~~revenue is primarily attributable to our shift to a free registration ~~year~~subscription ~~ended~~service ~~June~~that ~~30,~~is ~~2022~~supported ~~and~~with ~~2023~~advertising revenue.

~~Other~~FAST revenue ~~consisted~~decreased ~~almost~~by ~~entirely~~26%, ofor ~~advertising~~$15,964, ~~revenue pursuant~~ to ~~arrangements~~$46,381, ~~with~~in ~~advertising~~the ~~affiliates~~three ~~and~~months ~~brokers.~~ended ~~Under~~December ~~these~~31, ~~arrangements~~2025, weas ~~provide the~~compared ~~agencies~~to ~~and~~$62,345 ~~brokers~~for the ~~ability~~three tomonths ~~sell~~ended ~~advertising~~December ~~inventory on our service directly to advertisers~~31, 2024. ~~Advertising~~FAST ~~and other~~ revenue ~~increased~~ decreased by ~~31.86~~29%, or $~~807~~40,437, to $3101,~~340~~047, in the ~~fiscal~~six ~~year~~months ended ~~June~~December 3031, ~~2023~~2025, as compared to $2141,~~533~~484 for the six ~~fiscal~~months ~~year~~ ended ~~June~~December 3031, ~~2022~~ 2024. ~~This~~The ~~increase~~decrease iswas ~~attributed~~primarily due to alower ~~higher~~production ~~volume~~activity ofand ~~advertising~~reduced ~~sales~~related-party ~~due~~channel buildout services compared to anthe ~~increase~~prior year. While we continued to provide platform distribution services, fewer new channel buildouts were completed in ~~subscribers~~the six months ended December 31, 2025, compared to the six months ended December 31, 2024, resulting in lower FAST revenue.

Ad revenue decreased by 99.96% or $50,110 to $22, in the three months ended December 31, 2025, as compared to $50,132 for the three months ended December 31, 2024. The decrease was related to the revenue from the “Launch That” contract being recognized in the previous quarter and having minimal demand in the current quarter. Ad revenue increased by 137% or $68,904 to $119,036, in the six months ended December 31, 2025, as compared to $50,132 for the six months ended December 31, 2024. The increase was related to the initial demand partners utilizing the FreeCast Ad platform beginning in October 2024.

We are strategically reinvesting in our proprietary Platform-as-a-Service (PaaS) infrastructure and broader ecosystem to enhance long-term enterprise value and deepen monetization opportunities for both us and our partners.

Our recent decline in advertising revenue is transitional rather than structural, driven by the migration from Spring Serve/Magnite to our own proprietary, completed and recently launched in-house Zer0Gap Ads platform. The shift introduced temporary delivery inefficiencies, demand disruption and onboarding friction, resulting in short-term monetization gaps. As the platform integration stabilizes, revenue performance is expected to better reflect the underlying economics of a vertically integrated advertising model with early signs of recovery, as we have secured new commercial relationships with major media spenders such as Launch That, NHK and Del-Air.

The connected television (CTV) advertising ecosystem led by demand-side platforms like The Trade Desk is under scrutiny for its lack of transparency and complex fee structures. Advertisers struggle to trace how much of their spending actually reaches publishers, with multiple intermediaries taking cuts along the programmatic supply chain. This opacity, combined with concerns about data quality and measurement consistency, has put pressure on traditional ad tech platforms to justify their value. As brands demand clearer attribution and more efficient media buying, the perceived inefficiencies of third-party platforms are becoming a growing point of friction.

At the same time, major streaming platforms such as Roku, Netflix and Amazon are building and expanding their own first-party advertising ecosystems. By owning both the content distribution and ad inventory, these companies can offer advertisers more direct access to audiences, better data integration and improved transparency. This vertical integration reduces reliance on external intermediaries and allows streaming providers to capture a greater share of ad revenue while delivering more measurable outcomes for brands.

In this shifting landscape, our Zer0Gap Ads strategy positions us to benefit long term by aligning with this broader industry trend. By creating and recently launching our own internal ad platform, we are able to directly serve advertising across our network of content partners while also enabling co-branded telecom and MDU partners to monetize their customer bases within the same ecosystem. This dual-sided approach enhances revenue potential, strengthens partner relationships and provides greater control over data and pricing. As transparency and efficiency become critical differentiators in CTV advertising, our integrated model could offer a more streamlined and scalable alternative to traditional programmatic platforms.

Other revenue decreased by 100% or $5, to $0 in the three months ended December 31, 2025, as compared to $5 for the three months ended December 31, 2024. Other revenue decreased by 95% or $1,085, to $60 in the six months ended December 31, 2025, as compared to $1,145 for the six months ended December 31, 2024.

Cost of Revenue

Cost of revenue ~~increased~~decreased by ~~39.97~~46%, or $6234,~~862~~307, to $~~220~~39,~~147~~636 in the ~~fiscal~~three ~~year~~months ended ~~June~~December 3031, ~~2023~~2025, as compared to $~~157~~73,~~285~~943 for the ~~fiscal~~three ~~year~~months ended ~~June~~December 31, 302024. Cost of revenue decreased by 48%, or $84,445, to $91,741 in the six months ended December 31, 2025, as compared to $176,186 ~~2022~~for the six months ended December 31, 2024. The ~~increase~~decrease in cost of revenue is primarily attributed to ~~increased~~an ~~hosting~~inventory ~~and a~~ write-off ofduring ~~inventory~~the prior inperiod ~~the~~related ~~current~~to ~~fiscal year~~moving away from product sales.

Operating Expenses

Operating expenses decreased by ~~24.50~~30%, or $21,~~599~~192,~~559,~~674 to $82,~~009~~772,~~178~~302 in the ~~fiscal~~three ~~year~~months ended ~~June~~December 3031, ~~2023~~2025, as compared to $103,~~608~~964,~~737~~976 for the ~~fiscal~~three ~~year~~months ended ~~June~~ 30December 31, ~~2022~~2024. The change in operating expenses is attributed to ana ~~increase~~$767,018 decrease in general and administrative expenses and a decrease in compensation and benefits expense of $1413,~~282,754~~934. The decrease in compensation and benefits was primarily the result of a decrease to executive compensation. The decrease in general and administrative expenses ~~from~~was ~~increased~~ primarily the result of decreased website development, and professional fees. ~~and~~Operating ~~internet~~expenses ~~services~~decreased ~~offset~~ by a24%, ~~decrease~~or of$1,768,357 to $25,~~900~~723,~~709~~644 in ~~impairment~~the ~~loss~~six months ended December 31, 2025, as compared to $7,492,001 for the six months ended December 31, 2024. The change in operating expenses is attributed to a $1,196,809 decrease in general and administrative expenses and a decrease in compensation and benefits expense of $1530,~~017,971~~283. asThe wedecrease ~~reduced~~in ~~our~~compensation ~~head~~and benefits ~~count~~was ~~and~~primarily ~~stock~~the ~~options~~result ~~issued~~of a decrease to ~~employees~~executive compensation. The decrease in general and administrative expenses was primarily the result of decreased website development and professional fees.

Other ~~Income~~ (Expense) Income

Other ~~income~~expense was $134,~~336~~134,~~008,~~ for the ~~fiscal~~three ~~year~~months ended ~~June~~December 3031, ~~2023~~2025, as compared to other expense of $(142,~~141,117)~~144 for the ~~fiscal~~three ~~year~~months ended ~~June~~December 3031, ~~2022~~2024. ~~The change~~Other expense was ~~principally~~$88,896, ~~caused~~for bythe ~~decrease~~six inmonths ~~interest~~ended ~~expense~~December by31, ~~$575~~2025,~~508,~~ ~~increase~~as incompared to other ~~income~~expense byof $~~519~~91,~~733~~088 ~~and~~for the six months ended December 31, 2024. The change was principally caused by an increase in ~~gain~~interest onexpense ~~extinguishment~~ of ~~debt~~$7,457 ofand $1,~~381~~365 for the three and six months,~~885~~ respectively.

Fiscal Year Ended June 30, 2025 Compared to Fiscal Year Ended June 30, 2024

Revenue

Our primary sources of revenue are subscription revenue and FAST revenue. Additionally, we have several other revenue streams: product sales revenue, channel streaming, advertising revenue, and other revenue, which encompasses earnings from licensing and referral fees.

Subscription revenue decreased by 43%, or $100,503, to $132,950, in the fiscal year ended June 30, 2025, as compared to $233,453 for the fiscal year ended June 30, 2024. The decrease in subscription revenue is primarily attributable to our shift to a free registration subscription service that is supported with advertising revenue.

FAST revenue decreased by 17%, or $44,248, to $221,894, in the fiscal year ended June 30, 2025, as compared to $266,142 for the fiscal year ended June 30, 2024. The decrease was primarily due to lower production activity and reduced related-party channel buildout services compared to the prior year. While we continued to provide platform distribution services, fewer new channel buildouts were completed in fiscal year ended June 30, 2025 compared to fiscal year ended June 30, 2024, resulting in lower FAST revenue.

Product revenue decreased by $5,224, to $952, in the fiscal year ended June 30, 2025, as compared to $6,176 for the fiscal year ended June 30, 2024.

Ad revenue increased by $270,487 to $271,638, in the fiscal year ended June 30, 2025, as compared to $1,151 for the fiscal year ended June 30, 2024. The increase was related to the initial demand partners utilizing the FreeCast Ad platform beginning in October 2024.

Other revenue decreased by $283, to $715 in the fiscal year ended June 30, 2025, as compared to $998 for the fiscal year ended June 30, 2024.

Cost of Revenue

Cost of revenue increased by 3%, or $9,585, to $346,581 in the fiscal year ended June 30, 2025, as compared to $336,996 for the fiscal year ended June 30, 2024. The increase in cost of revenue is primarily attributed to increased hosting and service costs associated with the FAST revenue stream.

Operating Expenses

Operating expenses increased by 29%, or $3,137,295, to $14,037,006 in the fiscal year ended June 30, 2025, as compared to $10,899,711 for the fiscal year ended June 30, 2024. The change in operating expenses is attributed to a $3,229,357 increase in general and administrative expenses and an increase in compensation and benefits expense offset by a $92,062 decrease in sales and marketing expense. The increase in compensation and benefits was primarily the result of stock-based compensation from a warrant modification in the year ended June 30, 2025. The increase in general and administrative expenses was primarily the result of increased website development and professional fees.

Other (Expense) Income

Other expense was $310,510, for the fiscal year ended June 30, 2025, as compared to other income of $1,717,429 for the fiscal year ended June 30, 2024. The change was principally caused by a decrease in interest expense of $494,799, a decrease in the gain on the settlement of accounts payable of $117,393 and a decrease in the loss on the extinguishment of debt of $988,884.

Liquidity and Capital Resources

Since inception, we have financed our operations from a combination of:

● issuance and sales of our Class A common stock;

●

issuance of notes payable with related and non-related parties;

●

issuance of convertible notes payable with related and non-related parties;

●

borrowing under our revolving convertible notes payable with related party;

●

cash advances from related parties; and

●

cash generated from operations.

28We have experienced operating losses since our inception and had a total accumulated deficit of $200,881,532 as of December 31, 2025. We expect to incur additional costs and require additional capital as we continue to implement our expansion plan. During the six months ended December 31, 2025, and 2024, our cash used in operations was $5,232,881 and $6,663,663, respectively.

We have experienced operating losses since our inception and had a total accumulated deficit of $48,725,037 as of June 30, 2023. We expect to incur additional cost and require additional capital as we continue to implement our expansion plan. During the fiscal year ended June 30, 2023 and 2022, our cash used in operations was $7,159,556 and $4,876,154, respectively.34

Our primary short-term cash requirements are to fund working capital, lease obligations and short-term debt, including current maturities of long-term debt. Working capital requirements can vary significantly from period to period, particularly as a result of additional development ~~expense~~expenses.

Our ability to fund our cash needs will depend, in part, on our ability to generate cash in the future, which depends on future financial results. Our future results are subject to general economic, financial, competitive, legislative and regulatory factors that may be outside of our control. Our future access to, and the availability of credit on acceptable terms and conditions, is impacted by many factors, including capital market liquidity and overall economic conditions.

Our financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. We have incurred recurring losses and as of ~~June~~December 3031, ~~2023~~2025, had an accumulated deficit of $48200,~~725~~881,~~037~~532. For the three ~~year~~months ended December 31, 2025, and 2024, we sustained a net loss of $2,783,982 and $3,929,518, respectively. For the six months ended ~~June~~December 3031, ~~2023~~2025, and 2024, we sustained a net loss of $65,~~386~~646,~~117~~331 and $7,489,323, respectively. These factors, among others, raise substantial doubt about our ability to continue as a going concern for the next twelve months from the date these financial statements were issued. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that may be necessary should we be unable to continue as a going concern. Our continuation as a going concern is contingent upon our ability to obtain additional financing and to generate revenue and cash flow to meet our obligations on a timely basis. We will continue to seek to raise additional funding through debt or equity financing during the next twelve months. Management believes that actions presently being taken to obtain additional funding provide the opportunity for us to continue as a going concern. There is no guarantee we will be successful in achieving these objectives.

We cannot be sure that future funding will be available to us on acceptable terms, or at all. Due to ~~often~~the often-volatile nature of the financial markets, equity and ~~debt~~ debt financing may be difficult to obtain.

We may seek to raise any necessary additional capital through a combination of private or public equity offerings, debt financings, collaborations, strategic alliances, licensing arrangements and other marketing and distribution arrangements. To the extent that we raise additional capital through marketing and distribution arrangements or other collaborations, strategic alliances or licensing arrangements with third parties, we may have to relinquish valuable rights or future revenue streams on terms that may not be favorable to us. If we raise additional capital through private or public equity offerings, the ownership interest of our existing shareholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect our shareholders’ rights. If we raise additional capital through debt financing, we may be subject to covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends.

Equity Line of Credit

On December 8, 2025, we entered into the EPA, which was subsequently amended on March 30, 2026, with the Selling Shareholder, pursuant to which the Selling Shareholder has committed to purchase, at our direction from time to time, up to $50 million of shares of our Class A common stock, subject to the terms and conditions of the EPA. The facility extends for a period of up to 36 months, commencing upon satisfaction of the conditions set forth in the EPA, including the effectiveness of the registration statement of which this prospectus forms a part.

We entered into the EPA to provide a flexible source of potential liquidity. We may determine, in our discretion, whether and when to sell shares under the EPA based on market conditions, the trading price and liquidity of our Class A common stock, and our capital needs. We are not required to utilize the facility and may elect not to sell any shares under the EPA.

Any sales of shares under the EPA would be made at prices based on the market price of our Class A common stock at the time of sale, and the actual proceeds, if any, will depend on the number of shares sold and prevailing market conditions. As a result, we cannot predict the amount of proceeds that may be generated from the EPA.

Under the EPA, we generally have the right to control the timing and amount of any sales of our Class A common stock to the Selling Shareholder, subject to the limitations set forth therein, including limitations under applicable Nasdaq rules. The EPA may be terminated by us at any time, subject to its terms, and will terminate automatically upon the occurrence of certain events specified therein, including the purchase by the Selling Shareholder of shares having an aggregate purchase price equal to the $50 million commitment amount.

As consideration for the commitment, we agreed to pay a $750,000 commitment fee in shares of our Class A common stock, issuable in installments based on the amount of shares purchased under the EPA.

For additional information regarding the EPA, see “Description of ELOC Financing.”

Convertible Note Payable – Related Party

In June 2016, William A. Mobley, Jr., our founder, Chief Executive Officer, ~~William~~and ~~Mobley (CEO)~~Chairman, loaned us $111,000, at an interest rate of 12% per annum~~. The loan matured on December 31~~, ~~2017, is in default~~ and ~~remains~~due ~~as an on-demand liability of the Company. As of the fiscal years ended June 30, 2023~~ and ~~June 30, 2022, accrued interest~~payable ~~charges~~at ~~related to this loan were $19,003, and $10,191, respectively. During the fiscal years ended~~ June 30, ~~2023 and June 30, 2022, we did not pay any interest towards this loan~~2024. The note iswas convertible into shares of our Class B common stock at a conversion price of $0.2550 per share. The note Inwas ~~accordance~~converted ~~with~~on ~~ASC~~March ~~470~~29, ~~the~~2024. ~~embedded~~As ~~beneficial~~of ~~conversion~~March is29, ~~recognized~~2024, ~~separately~~ and ~~was~~June ~~measured~~30, at2023, ~~its~~accrued ~~intrinsic~~interest ~~value.~~charges Asrelated ~~of the~~to ~~fiscal~~this ~~years~~loan ~~ended~~were ~~June~~$25,020 30and $19,003, ~~2023~~respectively. ~~and~~On ~~June~~March 3029, ~~2022~~2024, the outstanding principal and accrued interest ~~due~~balance toof ~~William~~$92,068 ~~Mobley~~ was ~~$86,051,~~converted ~~and $94~~into 184,~~733,~~136 shares ~~respectively~~of our Class B common stock.

29On May 3, 2024, we signed a convertible promissory note with Nextelligence in the principal amount of $1,000,000. Outstanding principal accrued interest at 12% per annum and was due and payable no later than May 3, 2025. In lieu of repayment, at Nextelligence’s option, all or part of the outstanding principal and accrued interest was convertible into shares of our Class A common stock at a conversion price of $8.00 per share. Between May 30, 2024, and June 26, 2024, we borrowed an additional $1,075,000 from Nextelligence. On July 1, 2024, we repaid $1,075,000 on the convertible promissory note with related party Nextelligence. Between October 31, 2024, and December 11, 2024, we borrowed an additional $1,395,000 from Nextelligence. On December 13, 2024, we renewed and modified the May 3, 2024, note to include the additional loans. Between December 31, 2024, and June 3, 2025, we borrowed an additional $1,557,000 and made payments of $150,000 to Nextelligence. On July 26, 2025, Nextelligence converted the outstanding principal and accrued interest balance of $4,076,051 into 509,507 shares of our Class A common stock.

~~Notes~~Between ~~Payable~~October –9, ~~Related~~2025, ~~Parties~~and November 21, 2025, Nextelligence, a related party, majority owned by our CEO, provided aggregate funding to us totaling $1,500,000. Of this amount, $191,023 was remitted by Nextelligence on behalf of Celebrity Cigars, Inc. and Test Drive Live Inc. to fully satisfy their outstanding accounts receivable balances with us. As these entities are under common control, Nextelligence agreed to assume the obligations of both Celebrity Cigars, Inc. and Test Drive Live Inc. The remaining $1,308,977 was recorded as a revolving convertible note payable to Nextelligence, for a total of $1,308,977. The Company and Nextelligence entered into an agreement on November 21, 2025, to place terms on this revolving convertible note payable. The new outstanding revolving convertible note payable has an interest rate of 12%, a maturity date of June 30, 2026, and is convertible at Nextelligence’s discretion for $8 per share of Class A common stock. Additionally, the agreement capitalized all unpaid accrued interest as of November 21, 2025, for $6,575, which resulted in an “original principal balance” of $1,315,552. Between the date of the executed agreement and December 31, 2025, we received an additional $1,110,000. As of December 31, 2025, the total outstanding principal is $2,425,552 and the accrued interest balance is $21,144 for a total outstanding balance of $2,446,696.

~~Between~~Note ~~July~~Payable ~~2018~~– ~~and~~Related April 2018, a related party, a company owned by our CEO, Public Wire, loaned us $66,380, at an interest rate of 12% per annum. The notes representing the loan originally matured on dates ranging from April 1, 2019 to January 1, 2020. Effective June 30, 2021, we amended the original promissory note with Public Wire and combined principal and interest from the previous notes under one new loan. In addition, we extended the maturity date to June 30, 2024. As of the fiscal years ended June 30, 2023 and June 30, 2022, accrued interest related to this loan was $21,411 and $10,697, respectively. During the fiscal years ended June 30, 2023 and June 30, 2022, we did not pay interest related to this loan. As of the fiscal years ended June 30, 2023 and June 30, 2022, the outstanding principal and interest due was $110,700 and $99,836, respectively.Party

OnBetween ~~June~~July 62018 and April 2018, ~~2022~~a related party, ana ~~employee~~ company owned by William A. Mobley, Jr., Public Wire, loaned us $1266,~~000~~380, at an interest rate of 612% per annum. The ~~note~~notes representing the loan originally matured on ~~August~~dates ranging from April 1, ~~2022.~~2019, Asto ofJanuary ~~the~~1, ~~fiscal~~2020. ~~years~~Effective ~~ended~~ June 30, ~~2023~~2021, we ~~and~~amended ~~June~~the ~~30,~~original ~~2022,~~promissory ~~accrued~~note ~~interest~~with ~~related~~Public toWire ~~this~~and ~~loan~~combined ~~was~~principal $0 and ~~$47,~~interest ~~respectively~~from the previous notes under one new loan. In Asaddition, ofwe extended the ~~fiscal~~maturity ~~years~~date ~~ended~~to June 30, ~~2023~~2024. ~~and June~~On 30March 29, ~~2022~~2024, we entered into a Debt Conversion Agreement with Public Wire to convert the outstanding principal and interest ~~due~~of ~~was~~the note payable at a conversion price of $04.00 per share. The total outstanding principal of $89,289 and accrued interest of $1229,~~047~~425, ~~respectively~~total of $118,714, was converted into 29,679 shares of our Class B common stock. The Class B common stock was fair market valued at $8 per share and we recognized a debt extinguishment loss of $118,714.

Revolving Convertible Note Payable – Related Party

On July 1, 2018, we signed a revolving convertible note agreement with Nextelligence, which is a related party that is majority owned and controlled by William A. Mobley, Jr., which was amended and restated as of July 2, 2018, for an amount up to $~~500~~1,000,000; with any borrowings on this loan being at our complete discretion. Outstanding principal accrued interest at 12% per annum, and was due and payable on July 1, 2020. In lieu of repayment, at Nextelligence’s option, all or part of the outstanding principal and accrued interest was convertible into shares of our Class A common stock at a conversion price of $0.2550 per share. The loan matured on July 1, 2020, was in default and remained as an on-demand liability of ours until June 30, 2021. On June 30, 2021, we entered into a new revolving convertible promissory note with Nextelligence for an amount up to $2,500,000; with any borrowings on this loan being at our complete discretion. Outstanding principal ~~accrues~~accrued interest at 12% per annum. The borrowing limit was increased to $6,000,000 pursuant to a first amendment to the note dated June 13, 2022. Pursuant to a second amendment to the note dated July 17, 2023, the borrowing limit was increased to $10,000,000 and the maturity date extended to June 30, 2025. In lieu of repayment, at Nextelligence’s option, all or part of the outstanding principal and accrued interest iswas convertible into shares of our Class A common stock at a conversion price of $0.2550 per share. ~~For the~~On ~~fiscal~~March ~~years ended June 30~~29, ~~2023 and June 30~~2024, ~~2022,~~Nextelligence ~~we,~~converted inthe ~~various~~principal of ~~installments, borrowed~~ $113,~~067~~139,~~859~~473 and ~~$2,907,220,~~accrued ~~respectively, in~~interest ~~additional proceeds from this loan. As~~ of ~~the fiscal years ended June 30~~$1, ~~2023 and June 30~~607, ~~2022~~952, ~~the~~a ~~balance~~total of ~~unpaid accrued interest was~~ $~~892~~14,~~007 and $326~~747,~~666~~425, ~~respectively,~~into ~~related to this loan. In addition~~29,494,851 asshares of ~~the~~our ~~fiscal~~Class ~~years~~A ~~ended~~common ~~June 30, 2023 and June 30, 2022, the outstanding principal and interest due was $5,711,599 and $4,675,781, respectively~~stock.

During the fiscal years ended June 30, 2022, we recognized a beneficial conversion feature related to this note of $3,036,978 and $806,909 in the amortization of the beneficial conversion feature as interest expense. See Note 8 for further discussion of the beneficial conversion feature. We adopted ASU 2020-06 in the first quarter of fiscal year 2023, and as such, have not recognized any beneficial conversion feature or amortization expense during the twelve months ended June 30, 2023. The balance of the revolving convertible notes payable to related parties, net of debt discount, as of the fiscal years ended June 30, 2023 and June 30, 2022 was $4,819,592 and $1,385,316, respectively.

Convertible Note Payable

In March 2022, a third party loaned us $250,000, at an interest rate of 10% per annum. The note was convertible into shares of common stock at a conversion price of $2.00 per share with 50,000 warrants to purchase shares of our common stock at $1.75. On June 5, 2022, per agreement between us and the third party, the note is to be converted into 256,250 shares of our common stock at an amended conversion price of $1.00 per share, and additionally, upon conversion, increase the 50,000 warrants to 256,250 warrants granted to the lender. As of the amendment dated June 5, 2022, we evaluated the debt for extinguishment or debt modification under FASB ASC Topic 470-50, Debt – Modifications and Extinguishments, and determined extinguishment was applicable as a result of the addition of a substantive conversion feature. Under the rules, we extinguished the debt, which included the capitalized interest through June 5, 2022. The resulting loss on extinguishment was valued at $23,722. During the fiscal years ended June 30, 2023 and 2022, we did not pay any interest towards this loan. The 256,250 shares of our common stock were issued on September 16, 2022, and as such, the liability associated with this note was classified as common stock subscriptions on the balance sheet for the fiscal years ended June 30, 2023 and June 30, 2022 at a value of $0 and $256,250, respectively.

Notes Payable

On September 15, 2016, we entered into an agreement with U.S. Premium Finance to provide financing in an aggregate amount of $1,967,450 for the insurance premium associated with both D&O and Workers Compensation policies. Both policies commenced September 15, 2016, and provided coverage for the next 36 months, expiring September 15, 2019. The loan bears interest at a floating rate per annum equal to the greater of either (i) 4.99% or (ii) 4.99% plus the Wall Street Journal Prime Rate. During the year ended June 30, 2019, and 2018, the interest rate on the loan was 4.99%. We were required to pay monthly principal and interest of approximately $58,957, paid over 36 months, with the final payment on October 15, 2019.

The U.S. Premium Finance agreement dated September 15, 2016, was secured against all rights, title, and interest associated with the D&O and Workers Compensation policies. As part of the legal costs associated with obtaining premium financing, on September 19, 2016, we agreed to pay a loan origination fee in the amount of $98,250. The loan origination fee was recorded as a debt discount and amortized over the life on the policy, maturing September 2019.

On April 18, 2017, we entered into an additional agreement with U.S. Premium Finance. We received $568,935 in net proceeds from ~~them~~the premium financing agreement. The loan bears interest at a floating rate per annum equal to the greater of either (i) 4.99% or (ii) 4.99% plus the Wall Street Journal Prime Rate. During the year ended June 30, 2019, and 2018, the interest rate on the loan was 4.99%. We were required to pay monthly principal and interest of approximately $29,705, paid over 20 months, with the final payment on December 15, 2018.

The U.S. Premium Finance agreement dated April 18, 2017 was secured against all rights, title, and interest associated with the general liability insurance policy. As part of the legal costs associated with obtaining premium financing, on April 18, 2017, we incurred and capitalized a loan origination fee in the amount of $28,348. The loan origination fee was amortized over the life of the policy, maturing December 2018. As of June 30, 2022, and 2021, there were no prepaid loan origination fees; as the amount was fully amortized.

On November 13, 2019, we settled the outstanding liability with U.S. Premium Finance, in which we agreed to pay $1,000,000 in various installments, with the last payment due on December 5, 2022. During the year ended June 30, 2020, in accordance with the agreement, we reduced the principal on the balance sheet and recognized a $774,009 gain on forgiveness of debt. In adherence to the conditions of the agreement, we paid $275,000 towards the outstanding balance of the loan as of June 30, 2020. In addition, as of November 13, 2019, we had accrued approximately $162,350 in interest, which was reduced to zero based on the settlement amount and we recognized as a gain on forgiveness of debt, of $162,350. As of June 30, 2023, ~~and 2022~~ the balance due ~~as of June 30, 2023 and 2022~~ was $650,000, all of which iswas current. WeIn ~~are~~January in2024, ~~default~~we onpaid the entire principal balance and accrued interest to settle the outstanding liability.

On October 22, 2019, we entered into a promissory note with an unrelated third party for the amount of $250,000, at an interest at 6% per annum. Effective June 30, 2021 we, we combined all previous principal ($250,000) and interest ($25,356) related to this loan and ~~extend~~extended the maturity date to June 30, 2024 as, as per the second amendment to the agreement. AsOn ofMarch ~~the~~29, ~~fiscal~~2024, ~~years~~we ~~ended~~came ~~June~~to ~~30,~~an ~~2023~~agreement ~~and~~with ~~June~~the ~~30,~~lender ~~2022,~~to ~~accrued~~convert ~~interest~~all ~~charges~~of ~~related~~the outstanding toprincipal ~~this~~and ~~loan~~interest ~~were~~on ~~$33,043~~the ~~and~~note ~~$16,521,~~into ~~respectively.~~shares ~~During~~of ~~the~~our ~~fiscal~~Class ~~years~~A ~~ended~~common ~~June~~stock ~~30,~~at ~~2023~~a ~~and~~conversion ~~June~~price ~~30,~~of ~~2022,~~$4.00 weper ~~did~~share. ~~not~~The ~~pay~~total ~~any~~principal ~~interest~~of ~~towards~~$275,356 ~~this~~and ~~loan.~~accrued Asinterest of ~~the~~$45,400, ~~fiscal~~for ~~years~~a ~~ended~~total ~~June~~of 30$320,076, ~~2023~~was ~~and~~converted ~~June~~into 3080,189 ~~2022,~~shares ~~the~~of ~~outstanding~~our ~~principal~~Class ~~and~~A ~~interest~~common ~~due~~stock. toThe Class A common stock was fair market valued at $~~308,399,~~8 per share and we recognized a debt extinguishment loss of $~~291~~320,~~878, respectively~~076.

Between March 2022 and June 2022, an unrelated third party loaned us $200,000, at an interest rate of 6% per annum. In August 2022, the unrelated third party loaned us an additional $100,000. The notes matured on March 1, 2023, and were in default until a renewal and consolidating note was entered into as of August 1, 2023 in the principal amount of $320,383.50. The interest rate under the renewal note is 6% per annum, and it matures on July 31, 2024. As of the fiscal years ended June 30, 2023 and June 30, 2022, accrued interest related to these loans were $18,805 and $1,693, respectively. During the fiscal years ended June 30, 2023 and June 30, 2022, we did not pay interest related to these loans. As of the fiscal years ended June 30, 2023 and June 30, 2022, the outstanding principal and interest due was $318,805 and $201,693, respectively.37

Between March 2022 and June 2022, an unrelated third party loaned us $200,000, at an interest rate of 6% per annum. In August 2022, the unrelated third party loaned us an additional $100,000. The notes matured on March 1, 2023, and were in default until a renewal and consolidating note was entered into as of August 1, 2023, in the principal amount of $320,384. The interest rate under the renewal note is 6% per annum, and it matures on July 31, 2024. On March 29, 2024, we came to an agreement with the lender to convert all of the outstanding principal and interest on the note into shares of our Class A common stock at a conversion price of $4.00 per share. The total principal of $320,384 and accrued interest of $12,692, for a total of $333,076, was converted into 83,269 shares of our Class A common stock. The Class A common stock was fair market valued at $8 per share and we recognized a debt extinguishment loss of $333,076.

On November 18, 2022, we entered into a loan agreement with two unrelated parties for the aggregate amount of $200,000, at an interest rate of 6% compounded annually. The loan ~~matures~~matured on December 1, 2024. AsOn ofMarch ~~June 30~~29, ~~2023~~2024, ~~accrued~~we ~~interest~~came ~~related~~to an agreement with the lenders to convert all of the ~~loan~~outstanding ~~was~~principal and interest on the notes into shares of our Class A common stock at a conversion price of $~~7,364~~4.00 ~~During~~per ~~the~~share. ~~fiscal~~The ~~year~~total ~~ended~~principal of $200,000 ~~June~~and 30accrued interest of $16,340, ~~2023~~for a total of $216,340, wewas ~~did~~converted ~~not~~into ~~pay~~54,086 ~~interest~~shares onof ~~the~~our ~~loan~~Class A common stock. AsThe ofClass ~~June~~A ~~30,~~common stock ~~2023,~~was ~~the~~fair ~~outstanding~~market ~~principal~~valued at $8 per share and ~~interest~~we ~~due~~recognized ona ~~the~~debt ~~loan~~extinguishment ~~was~~loss of $~~207~~216,~~364~~340.

Notes payable as of June 30, 2023 and 2022 summarized as follows:

			June 30,
Lender	Interest Rate	Maturity	2023		2022
U.S. Premium Finance	4.99%	12/5/2022	$	650,000	$	650,000
Unrelated third party	6.00%	6/30/2024		275,356		275,356
Unrelated third party	6.00%	3/1/2023		300,000		200,000
Unrelated third party	6.00%	12/1/2024		200,000		-
				1,425,356		1,125,356
		Less notes payable - current		950,000		850,000
		Notes payable, net of current portion	$	475,356	$	275,356

Warrant Modification

Effective as of June 15, 2023, ~~the~~we ~~Company~~ authorized and approved: (i) the reissuance of 7938 expired warrants held by non-employees and 2 expired warrants held by an employee (“Expired Warrants”) to purchase an aggregate of 15 7,~~275~~637,~~924~~962 shares of ~~the~~our ~~Company’s~~Class A common stock, at a purchase prices from $0.25 50 to $48.00 per share, all of which had expired without being exercised,; and (ii) the modification of 6231 outstanding warrants held by non-employees and 1 warrant held by an employee (“Reissued Warrants”) to purchase an aggregate of 84,~~211~~105,~~250~~ 625 shares of ~~the~~our ~~Company’s~~Class A common stock, at a purchase prices from $13.7550 to $36.00 per share, that by their terms will expire if not exercised on or prior to dates ranging from February 10, 2024, to September 30, 2025,. toWe reissued the Expired Warrants and ~~modify~~modified the Reissued Warrants (collectively, “Warrant Modification”) by extending the expiration date to December 31, 2025, and maintaining all other terms in the original warrant agreements. All outstanding warrants expired unexercised at the end of the day on December 31, 2025.

The value of the Warrant Modification to purchase an aggregate of 23,487,174 shares was calculated using the Black-Scholes-Merton option pricing model. The incremental fair value attributable to the Expired Warrants and Reissued Warrants, which was measured at the amount equal to the incremental value reflecting in the change in fair value of the warrants before and after the Warrant Modification, was calculated at $9,848,947. ~~and~~The portion of the incremental fair value related to non-employee warrants that were initially issued as part of equity financings was $2,669,175 and was treated as a deemed dividend and is reflected as “Deemed dividend on warrant modification” in the accompanying statement of operations. The portion of the incremental fair value related to employee warrants that were initially issued as awards was $7,179,772 and was treated as stock-based compensation and is reflected in “Compensation and benefits” in the accompanying statement of operations. Accordingly, the Warrant Modification was recorded as an increase in additional paid in capital with a corresponding decrease to retained earnings.

We utilized an option pricing model to determine the fair value of our Class A common stock as of June 15, 2023. The significant inputs were as follows: volatility of 71.1%, term of 2 years and risk-free rate of 4.55%. The valuation determined the fair value of a share of our Class A common stock to be $01.~~90125~~8025 as of June 15, 2023.

3238

The Black-Scholes-Merton option pricing model includes the following assumptions to determine the fair value attributable immediately before and after the warrant modification effective June 15, 2023:

	Immediately
	Before			After
Assumptions:
Common stock fair value	$	.90		$	.90
Class A common stock fair value	$	1.80		$	1.80
Risk-free interest rate		4.12-5.21	%		4.43	%
Expected dividend yield		0	%		0	%
Expected volatility		64-83	%		81.55	%
Expected life (in years)		.66-2.3			2.55

Cash Flows

The following ~~table~~tables ~~provides~~provide detailed information about our net cash flows for the periods indicated:

	For the years end June 30,
	For the Six Months Ended December 31,
	2022			2021
	2025			2024
Net cash used in operating activities	$	(75,~~159~~232,~~556~~331	)	$	(46,~~876~~663,~~154~~663	)
Net cash used in investing activities		(48,~~253~~556	)		(221,~~145,034~~623	)
Net cash provided by financing activities		85,~~797~~125,~~470~~552			63,~~712~~669,~~261~~454
Net (decrease) increase in cash and cash equivalents	$	1(115,~~634,494~~885	)	$	(~~308~~3,~~927~~015,832	)

Operating Activities

For the ~~fiscal~~six ~~year~~months ended ~~June~~ 30December 31, ~~2023~~2025, cash used in operating activities ~~increased~~decreased by $21,~~283~~430,~~402~~782 or 4621.835% due primarily to our decrease in net loss of $~~6,386,117 offset by non-cash expense of $~~1,~~753~~842,~~752,~~992 ~~which consisted of $40,018 of depreciation~~ and a ~~amortization,~~net ~~$790~~increase ofin ~~bad~~working ~~debt~~capital ~~expense, $1,449,338 gain on settlement~~ of ~~accounts payable,~~ $68165,~~899~~617. ofThese ~~inventory~~were ~~write-off,~~offset ~~$84,927~~by ofa ~~amortization~~decrease ofin ~~right~~stock-~~of-use~~based ~~assets,~~compensation ~~operating, $1,344~~ of ~~amortization of right-of-use assets, financing,~~ $~~108~~561,~~436~~872. ofThe ~~stock~~change ~~based~~in working ~~compensation~~capital ~~and~~was ~~negative~~made ~~working~~up ~~capital~~mainly of ~~$(2,527,191),~~an ~~including~~increase ~~a decrease~~ in accounts receivable of $9271,~~457~~336, decrease in ~~deferred~~prepaid ~~offering cost of $65,044, increase in other current~~ assets of $18100,~~967~~000, ~~decrease~~increase in ~~right-of-use~~deferred ~~liabilities~~revenue of $7184,~~898~~979, and decrease in accounts payable and accrued expenses ~~of $2,871,086, increase in accounts payable and accrued expenses~~ – related party of $~~584~~141,~~820 and a decrease in deferred revenue of $224,561~~828.

Investing Activities

For the ~~fiscal~~six ~~year~~months ended ~~June~~ 30December 31, ~~2023~~2025, cash used in investing activities decreased by $213,~~140,781~~067 or ~~99.8~~60%. The change was attributed to a decrease in the ~~purchase~~cash ofused ~~property~~to purchase property and equipment ~~of $4,253~~.

Financing Activities

For the ~~fiscal~~six ~~year~~months ended ~~June~~ 30December 31, ~~2023~~2025, cash provided by financing activities increased by $21,~~085~~456,~~209~~098 or 3139.077%. The change was ~~attributed~~primarily due to ~~proceeds~~an ~~from~~increase ~~issuance~~in proceeds offrom ~~common~~convertible ~~stock~~notes ofpayable ~~$6,855,000,~~– ~~bank~~related ~~overdraft~~party of $~~(47~~1,~~160)~~030,552 ~~proceeds~~and ~~from~~a ~~common~~decrease ~~stock~~ to ~~be issued of $1,250,000,~~ payments on ~~finance leases~~revolving ofnote ~~$(1,344), proceeds from notes~~ payable – related party of $21,~~500~~075,000, ~~repayments~~partially onoffset ~~notes~~by ~~payable~~a –decrease ~~related~~to ~~party of $(32,034),~~ proceeds from ~~revolving~~issuance ~~notes~~of ~~payable~~Class ~~$1,067,858,~~A ~~repayment~~common onstock ~~revolving notes payable $(597,500), and proceeds from convertible notes payable~~ of $~~300~~650,000.

Critical Accounting Policies and Estimates

Our financial statements and accompanying notes have been prepared in accordance with GAAP applied on a consistent basis. The preparation of these financial statements requires us to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, the application of the stock split accounting as of the date these financial statements are ready to be issued and the reported amounts of revenue and expenses during the periods presented. We evaluate these estimates and assumptions on an ongoing basis. We base our estimates on the information currently available to us and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. As of ~~June~~December 3031, ~~2023~~2025, our previous estimates had not materially deviated from our results.

3339

An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made; if different estimates reasonably could have been used; or if changes in the estimate that are reasonably likely to occur periodically could materially impact the financial statements. While our significant accounting policies are described in more detail in the notes to our financial statements included in this prospectus, we believe the following accounting policies to be critical to the estimates and ~~assumption~~assumptions used in the preparation of our financial statements.

Revenue Recognition

Revenue is recognized upon transfer of control of promised goods or services to customers in an amount that reflects the consideration we expect to receive in exchange for those goods or services, in accordance with ASC 606. Our contracts include various ~~product~~products or services or a combination of both, which are generally capable of being distinct and are accounted for as separate performance obligations. Our contracts may contain multiple distinct performance obligations.

WeThe ~~estimate the~~ transaction price of a contract is estimated based on the expected value for which a significant reversal of revenue is not expected to occur. ~~We generally determine stand~~Stand-alone selling prices are generally determined based on ~~the~~ prices charged to customers. In arrangements with multiple performance obligations, the estimated transaction price is allocated to each distinct performance obligation based on relative stand-alone selling price.

InSubscription ~~arrangements~~Revenue with multiple performance obligations, the estimated transaction price of each contract is allocated to each distinct performance obligation based on relative stand-alone selling price (“SSP”). For performance obligations routinely sold separately, the SSP is determined by evaluating such stand-alone sales. For those performance obligations that are not routinely sold separately, the SSP is determined based on market conditions and other observable inputs.

We no longer generate subscription revenue through renewal sales of Rabbit TV and Rabbit TV Plus, or through Select TV and Streaming TV Kits, which operated as the successor products to Rabbit TV and Rabbit TV Plus. In October 2022, our SelectTV.com paid subscription service and packaged SelectTV Streaming TV Kits were discontinued. We rebranded to the corporate namesake FreeCast.com and relaunched our SmartGuide as a free registration subscription service. SmartGuide is our internet distributed streaming media guide that searches and aggregates media content on the web and facilitates access to its customers through Wi-Fi-enabled devices that support streaming video.

We do, however, sell monthly subscriptions for premium content purchased through our SmartGuide for varying fees for different content. Revenue from such premium subscription fees is recognized on a gross basis over the service period as we are deemed to be the principal in the relationship with the end user. We control the premium content before transferring it to the end user and have latitude in establishing pricing. We both retransmit and “ingest” and distribute this content.

Subscription revenue is derived from online sales through search engine optimization, search engine marketing, various marketing advertising services, the utilization of resellers in the form of publishers that promote upcoming retail promotions and packages, as well as direct sales to subscribers of our Value Channels subscription service. Value Channels subscription contains 17 cable channels and sells on a monthly subscription or annual fee. Value Channels is integrated into the initial FreeCast.com free registration and then offered as an upgrade. Both FreeCast.com (free registration) and Value Channels are available in various streaming smart TV models (Google TV’s, Amazon Fire TV’s, LG, Samsung, TCL, Sony and others), plus Streaming Devices (Amazon Fire, Google ChromeCast, Apple TV), PC’s/Laptops and mobile apps for Android and iOS devices.

Subscription revenue is recognized ratably on a straight-line basis over the duration of the subscription period, generally ranging from one month to five years. If the subscriber renews early, then the expiration date is extended by the renewal period, and the additional subscription fee is deferred and amortized over the additional months purchased by the subscriber. We no longer offer SelectTV lifetime subscriptions, which were initially deferred and recognized over a five-year period. All subscription fees are collected at the time of purchase.

FAST (Free Ad-Supported TV)

We provide FAST channel buildouts that include post-production editing, motion graphics, channel assembly and content acquisitions. We charge the customers based on time incurred for the services plus a reasonable margin in addition to any additional out-of-pocket cost incurred that is charged at cost to us. Revenue is recognized when services are performed. We charge a monthly platform fee for distributing the FAST channel on our platform. Revenue is recognized at the point in time when the content is available on the digital platform.

Ad Platform Revenue

Ad Agency Revenue (Launch That and Similar Contracts)

We earn revenue from direct client service contracts for marketing and campaign execution, such as the Launch That agreement. These contracts typically involve two distinct phases:

●

Phase 2: Test Media Distribution Services (media placement, outreach, KPI reporting). Revenue is recognized upon delivery of the performance evaluation report specified in the contract.

Revenue from such contracts is presented separately from “Other Revenue” due to its materiality and distinct nature.

Deferred Revenue

For the Ad Platform revenue stream, we provide demand partners with access to our Ad Platform, enabling real-time bidding on advertising inventory. Revenue is recognized at a point in time when a transaction is completed—specifically, when a bid is won and the client’s purchase occurs through the platform. Amounts invoiced in advance of the completion of these transactions are recorded as deferred revenue and recognized as revenue when our performance obligation is satisfied.

For the Ad Agency revenue stream (Launch That and similar contracts), we provide direct marketing and campaign services, usually with a specified contract. Revenue is recognized over time during Phase 1 (using an input method based on the proportion of costs incurred relative to total estimated costs) and 2 at a point in time during Phase 2 (upon delivery of the performance evaluation report specified in the contract). Amounts paid in advance of the delivery of the specified services are recorded as deferred revenue and recognized as revenue when our performance obligation is satisfied.

Other Revenue

Other revenue includes product, licensing, and referral fee revenue. We generate revenue through free registrations on FreeCast.com by partnering with retailers, manufacturers, operators and/or distributors of streaming devices, mobile phones, broadband carriers, broadcasters, property management, multi-dwelling developers, builders, and various mass consumer communities of streaming tv watchers. A FreeCast.com license is freely provided per registered consumer marketed by distributors in exchange for a negotiated revenue sharing percentage with each distributor on a case-by-case basis. Affiliate commissions are earned and then shared from third-party advertisement service providers, pay-per-view movie or series distributors and live events tickets sales for such things as professional boxing or concerts. These license arrangements have not resulted in significant revenue to date.

Beginning in 2024, in conjunction with the release of our new product FreeCast Home, we started recognizing contracts with customers from product sales requiring performance up to delivery, as well as contracts with customers that contain a subscription portion that causes revenue to be allocated or adjusted over time. Shipping and handling activities are performed before the customer obtains control of the goods and therefore represent a fulfillment activity rather than a promised service to the customer. Revenue and costs of sales are recognized when control of the products transfers to our customer, which generally occurs upon shipment from our facilities. For our physical product sales, our performance obligations are satisfied at that time.

The following table presents our revenue on a disaggregated basis:

	For the Fiscal Year Ended June 30,
	For the three months ended
	2023		2022
	December 31,
Subscriptions	$	503,419	$	295,720
	2025		2024
Product Sales		441		4,964
Membership (1)	$	15,687	$	39,063
Other Revenues		3,340		2,533
FAST Revenue – related parties (2)		46,381		62,345
Total	$	507,200	$	303,217
Ad Revenue		22		50,132
Other Revenue		-		5
Total	$	62,090	$	151,545

	For the six months ended
	December 31,
	2025		2024
Membership (1)	$	37,807	$	77,191
FAST Revenue – related parties (2)		101,047		141,484
Ad Revenue (3)		119,036		50,132
Other Revenue		60		1,145
Total	$	257,950	$	269,952

(1)	Membership sales refer to customers purchasing premium content through our SmartGuide for varying fees and recognized on a gross basis over the service period determined.

(2)

We provide end-to-end software solutions for development of FAST channels to customers such as content creation, production, video studio rental, etc. to aid in the creation of content for their channels and a platform fee for distributing the channel. Revenue is recognized at the point in time the services are performed for the development of FAST channels. We charge a monthly platform fee for distributing the FAST channel on our platform. We recognized related party revenues of $46,381 and $101,047 ($89,047 for FAST channel buildouts and $12,000 for channel streaming) for the three and six months ended December 31, 2025, respectively.

(3)

During the period from July 1, 2025, through December 31, 2025, we recognized $119,036 of ad revenue from the buying and selling of advertising space on other content platform providers. Of this amount, $125,000 was recognized as Ad Agency Revenue under the Launch That Experimental Media Plan Agreement, representing revenue from the provision of discovery, development, and test media distribution services for a client campaign. The remaining $5,964 was related to discounts and costs for Arbitrage Ad Revenue from the buying and selling of advertising space via the FreeCast Ad Platform.

Concentration of Credit Risk

Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and cash equivalents and trade accounts receivable. Our cash and cash equivalents are exposed to credit risk, subject to federal deposit insurance, in the event of default by the financial institutions holding its cash and cash equivalents to the extent of amounts recorded on the balance sheet. The cash accounts are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per banking institution. As of ~~June~~December 3031, ~~2023~~2025, our cash balance exceeded the FDIC insured limit by $1183,~~384,494~~363.

~~For~~As ~~accounts receivable, we perform ongoing credit evaluations~~ of ~~customers~~December to31, ~~assess the probability of accounts receivable collection based on a number of factors~~2025, we ~~including~~had ~~past~~one ~~transaction experience with the~~ customer, ~~evaluation~~SportX ~~of their credit history~~LLC, ~~and~~representing ~~review of the invoicing terms of the contract~~96.21% ~~Accounts receivables are reported net~~ of anour ~~allowance for doubtful accounts when applicable~~receivables. ~~The~~As ~~allowance for doubtful accounts reflects management’s best estimate~~ of ~~probable~~December ~~losses~~31, ~~inherent~~2024, inwe ~~the~~had ~~accounts~~three ~~receivable~~customers, ~~balance~~SportX atLLC ~~each reporting date. Management~~and ~~determines~~related ~~the~~party ~~allowance~~customers ~~based~~Celebrity ~~on known troubled accounts~~Cigars, ~~historical~~Inc. ~~experience,~~ and ~~other~~Test ~~currently~~Drive ~~available~~Live ~~evidence~~Corp., Werepresenting ~~recognized bad debt expense for the fiscal years ended June 30~~62.59%, ~~2023 and June 30~~18.72%, ~~2022 of $790~~ and $713.53%,~~509,~~ respectively., ~~The balance~~ of ~~allowance~~our ~~for doubtful accounts as of the fiscal years ended June 30, 2023 and June 30, 2022 was $0~~receivables.

34As of December 31, 2025, we had three customers, Launch That., related party customer Celebrity Cigars, Inc., and Ignite, representing 46.1%, 29.6%, and 11.86%, respectively, of our revenues. As of December 31, 2024, we had two related party customers, Test Drive Live Inc. and Celebrity Cigars, Inc., representing 21.3% and 29.5%, respectively, of our revenues.

~~Cost of Revenue~~42

Cost of revenue consists primarily of hosting, product development, infrastructure costs and the salaries and benefits related to employees in software engineering, facilities-related expenses, and information technology associated with supporting those functions. Hosting costs consist of content streaming, maintaining our internet service and creating and serving advertisements through third-party ad servers. We make payments to third-party ad servers in the period in which the advertising impressions are delivered or click-through actions occur, and accordingly records this as a cost of revenue in the related period. We incur product development expenses primarily for improvements to our, the apps, development of new advertising products and development and enhancement of the guide and streaming system. Product development costs are generally expensed as incurred. Certain website development and internal use software development costs may be capitalized when specific criteria are met. In such cases, the capitalized amounts are amortized to cost of revenue over the useful life of the related application once the application is placed in service.

Impairment of Long-lived Assets

We evaluate long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable as prescribed by ASC Topic 360-10-05. “Property, Plant and Equipment”. If the carrying amount of the asset, including any intangible assets associated with that asset, exceeds its estimated undiscounted net cash flow, before interest, we will recognize an impairment loss equal to the difference between it carrying amount and its estimated fair value. As of the fiscal years ended June 30, 2023 and June 30, 2022, we recognized $0 and $2,900,709, respectively, in impairment losses, as the carrying amount exceeded the assets’ estimated undiscounted net cash flows.

Sales and Marketing

Sales and marketing consist primarily of contracts with third-party operators as well as employee-related costs, including, and commissions related to employees in sales, sales support and marketing departments. In addition, sales and marketing expenses include external sales and marketing expenses such as third-party marketing, branding, advertising, public relations expenses, commissions, facilities-related expenses, and infrastructure costs.

Fair Value of Financial Instruments

We account for financial instruments under Financial Accounting Standards Board (“FASB”) ~~Accounting Standards Codification (“~~ASC”) 820, Fair Value Measurements. This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements, ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows:

Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 — observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and

Level 3 — assets and liabilities whose significant value drivers are unobservable.

We apply fair value accounting for all assets and liabilities that are recognized or disclosed at fair value in the financial statements. The carrying amounts reported in the financial statements for cash, accounts receivable, accounts payable and accrued liabilities approximate their fair value due to their short-term nature.

Earnings (Loss) Per Share

Basic earnings (loss) per share is computed by dividing net income (loss) attributable to all classes of our common ~~shareholders~~stock ~~of the Company~~ by the weighted average number of shares of all classes of our common stock outstanding during the applicable period. Diluted earnings (loss) per share is determined in the same manner as basic earnings (loss) per share, except that the number of shares is increased to include restricted stock still subject to risk of forfeiture and to assume exercise of potentially dilutive stock options using the treasury stock method, unless the effect of such increase would be anti-dilutive.

35The following table provides the number of Class A common stock equivalents not included in diluted income per share, because the effects are anti-dilutive, for the six months ended December 31, 2025, and 2024, respectively.

The following table provides the number of common stock equivalents not included in diluted income per share, because the effects are anti-dilutive, for the fiscal years ended June 30, 2023 and June 30, 2022, respectively:

	For the Six Months Ended December 31,
	2025		2024
Convertible debt and liabilities		305,837		312,960
Options		926,373		993,270
Warrants		8,056,087		8,056,087
Total		9,288,297		9,362,317

	For the Fiscal Year Ended June 30,
	2023		2022
Convertible debt and liabilities		25,556,836		21,448,572
Options		1,615,324		1,792,176
Warrants		26,112,174		23,826,641
Total		53,284,334		47,067,389

Stock Based Compensation

Stock -based compensation issued is measured at the date of grant based on the estimated fair value of the award, net of estimated forfeitures. The grant date fair value of a stock-based award is recognized as an expense over the requisite service period of the award on a straight-line basis. We ~~will~~ recognize compensation expense, measured as the fair value of the stock-based compensation on grant date, when a performance condition is considered probable ofto ~~occurring~~occur. For purposes of determining the variables used in the calculation of stock-based compensation issued to employees, we perform an analysis of current market data and historical data to calculate an estimate of implied volatility, the expected term of the option and the expected forfeiture rate. With the exception of the expected forfeiture rate, which is not an input, we use these estimates as variables in the Black-Scholes option pricing model. Depending upon the number of warrants granted, any fluctuations in these calculations could have a material effect on the results presented in our Statements of Operations. In addition, any differences between estimated forfeitures and actual forfeitures could also have a material impact on our financial statements.

In accounting for modifications of equity-classified warrants held by employees, it is our policy to determine the impact by analogy to the share-based compensation guidance of ASC 718, Compensation - Stock Compensation (“ASC 718”). The model for a modified share-based payment award that is classified as equity and remains classified in equity after the modification is addressed in ASC 718-20-35-3. Pursuant to that guidance, the incremental fair value from the modification is recognized as stock-based compensation expense in the statements of operations to the extent the modified instrument has a higher fair value. We modified certain equity-classified warrants held by employees in the year 2023.

Loss Contingencies

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to us, but which will only be resolved when one or more future events occur or fail to occur. Our management and legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against us or unasserted claims that may result in such proceedings, our legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in our financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed.

Modifications to Equity-classified Instruments

InA ~~accounting~~change ~~for~~in ~~modifications~~the terms or conditions of ~~equity-classified~~a ~~warrants~~warrant is accounted for as a modification. For a warrant modification accounted for under ASC 815, itthe iseffect ~~our~~of ~~policy~~a tomodification shall ~~determine~~be measured as the ~~impact~~difference bybetween ~~analogy~~the tofair value of the ~~share-based~~modified ~~compensation~~warrant ~~guidance~~and the fair value of ~~ASC~~the ~~718, Compensation~~original warrant immediately -before ~~Stock~~its ~~Compensation~~terms ~~(“ASC~~are ~~718”)~~modified, with each measured on the modification date. The ~~model~~accounting for aincremental fair value of the modified warrants ~~share-based~~over ~~payment~~the ~~award~~original ~~that~~warrants is ~~classified~~based ason ~~equity~~the ~~and remains~~specific ~~classified~~facts inand ~~equity~~circumstances ~~after~~related to the modification. isWhen ~~addressed~~a inmodification is ~~ASC~~directly ~~718-20-35-3.~~attributable ~~Pursuant~~ to ~~that~~an ~~guidance~~equity offering, the incremental change in fair value ~~from~~ of the ~~modification~~warrants is ~~recognized~~accounted for as an ~~expense~~equity inissuance cost. ~~the~~When ~~statements~~a ofmodification ~~operations~~is todirectly ~~the~~attributable ~~extent~~to ~~the~~a ~~modified~~debt ~~instrument~~offering, ~~has~~the aincremental ~~higher~~change in fair value; ~~however,~~of inthe ~~certain~~warrants ~~circumstances,~~is ~~such~~accounted for as ~~when~~a andebt ~~entire~~discount ~~class~~or ofdebt ~~warrants~~issuance ~~are~~cost. ~~modified~~For all other modifications accounted for under ASC 815, the ~~measured~~incremental ~~increase~~change in fair value ~~may be~~is ~~more~~recognized ~~appropriately recorded~~ as a deemed dividend~~, depending upon the nature of the warrant modification~~.

36Redeemable Series A Preferred Stock

We apply the guidance enumerated in ASC 480, when determining the classification and measurement of preferred stock. Preferred stock subject to mandatory redemption, if any, is classified as a liability and is measured at fair value. We classify conditionally redeemable preferred stock, which includes preferred stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control, as mezzanine equity. At all other times, we classify its preferred stock in stockholders’ equity. We subsequently measure mezzanine equity to redemption value when the instrument is currently redeemable or when it is probable the instrument will become redeemable. Initially, the redemption rights were not solely within our control because our Chief Executive Officer (CEO), William Mobley, was able to force us to redeem the shares for cash. Therefore, we classified the Series A Preferred Stock as mezzanine equity pursuant to ASC 480-10-S99. We had adjusted the value of the Series A Preferred shares to its maximum redemption amount as the instrument was redeemable.

On December 26, 2024, we amended the terms and conditions of the Series A Preferred Stock to replace the deemed liquidation triggered by a change in control with an ordinary liquidation. In conjunction with this amendment, we reclassified the Series A Preferred Stock from mezzanine equity to permanent equity because the features giving rise to mezzanine equity classification, the redemption right and the deemed liquidation, have been removed as part of the amendment.

Recently Issued Accounting Pronouncements

InFrom ~~June~~time ~~2020,~~to ~~the FASB issued ASU No. 2020-06~~time, ~~Debt~~new ~~with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own~~accounting ~~Equity~~pronouncements ~~(Subtopic~~are ~~815-40).~~issued ~~This~~by ~~standard eliminates~~ the ~~beneficial~~FASB ~~conversion~~or ~~and~~other ~~cash~~standard ~~conversion~~setting ~~accounting~~bodies ~~models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity~~ that ~~are~~we ~~currently~~adopt ~~accounted for~~ as ~~derivatives because~~ of ~~specific settlement provisions. In addition,~~ the ~~new~~specified ~~guidance~~effective ~~modifies~~date. ~~how~~We ~~particular~~do ~~convertible~~not ~~instruments and certain contracts~~believe that ~~may~~the ~~be settled in cash or shares~~ impact ~~the~~of ~~diluted~~recently ~~EPS~~issued ~~computation.~~standards ~~For~~that ~~public~~are ~~business~~not ~~entities,~~yet ~~it is~~ effective ~~for~~will ~~fiscal~~have ~~years beginning~~a ~~after~~material ~~December 15,~~impact ~~2021,~~on ~~including~~our ~~interim~~financial ~~periods~~position ~~within those fiscal years using the fully retrospective~~ or ~~modified~~results retrospective method. Early adoption is permitted but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted ASU 2020-06 in the first quarter of ~~fiscal~~operations ~~year~~upon ~~2023 using the modified retrospective method of transition which allows for a cumulative-effect adjustment to the opening balance of retained earnings in the period of~~ adoption. As a result, the cumulative effect of the accounting change increased the carrying amount of the convertible notes, net by $2,963,799, increased retained earnings by $1,530,468, and reduced additional paid-in capital by $4,494,267.

From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board (“FASB”) or other standard setting bodies that we adopt as of the specified effective date. We do not believe that the impact of recently issued standards that are not yet effective will have a material impact on our financial position or results of operations upon adoption.44

DESCRIPTION OF THE BUSINESS

Overview

WeFreeCast ~~are~~is ana ~~entertainment~~technology-~~based~~driven ~~content~~streaming ~~discovery,~~entertainment ~~aggregation~~aggregator ~~and~~offering ~~management~~a ~~company~~unified, ~~that~~à ~~provides~~la ~~SmartGuide®~~carte ~~digital~~service ~~interactive technology~~ for ~~consumers~~television to(TV) ~~organize today’s~~entertainment ~~numerous~~through ~~sources~~a ofcomprehensive Platform-as-a-Service ~~online~~(PaaS) ~~media~~model. ~~similar~~Our toproprietary aplatform ~~traditional~~consolidates ~~on-screen~~available ~~television,~~entertainment ~~or TV~~content, ~~guide. Initially~~advertising, weand ~~licensed~~delivery ~~our~~infrastructure ~~technology~~into toa ~~Telebrands Corp.~~single, orcentralized ~~Telebrands~~ecosystem, ~~who~~reducing ~~distributed~~the ~~subscriptions~~complexity tofor consumers ~~through~~who ~~retailers~~would ~~under~~otherwise ~~the~~need ~~brand~~to ~~known~~navigate asmultiple ~~Rabbit TV~~streaming ~~from 2012 through 2016~~services. Leveraging ~~In July 2016, we began offering~~ our ~~product~~SmartGuide® ~~directly~~digital tointeractive ~~consumers under our own brand~~technology, ~~SelectTV.~~users Incan ~~October 2019,~~organize weand ~~began~~access ~~selling~~streaming ~~subscriptions~~content ~~to SelectTV as a direct-to-consumer retail product~~ in ~~the form of~~ a ~~packaged~~familiar, ~~“cord cutting~~cable-like ~~kit” through~~ TV ~~Infomercials,~~guide ~~utilizing~~format aacross ~~toll~~all Wi-~~free~~Fi-enabled ~~phone~~devices, ~~number~~including ~~and~~smart ~~ecommerce~~TVs, ~~ordering~~streaming ~~system~~devices, ~~with~~mobile ~~delivery~~phones, oftablets, ~~the~~and ~~product to consumers via the United States (U~~computers.~~S.) Postal Service.~~

InWe ~~October~~provide ~~2022~~a unified, ~~due to falling~~à ~~retail~~la ~~sales~~carte ~~through~~service ~~our~~for ~~retail~~TV ~~big~~entertainment ~~box~~through ~~channels~~a ~~following~~platform ~~the~~that ~~covid~~consolidates ~~outbreak~~available ~~and~~entertainment ~~increasing~~content ~~difficulties~~ in ~~global~~one ~~supply~~place, ~~chain~~reducing ~~management,~~ the complexity ~~former~~for ~~SelectTV.com~~consumers ~~paid~~of ~~subscription~~navigating ~~service~~multiple ~~and~~streaming ~~packaged~~services ~~SelectTV~~by ~~Streaming~~providing TVa ~~Kits~~centralized ~~were~~platform ~~terminated.~~that Weintegrates ~~rebranded~~all asof ~~FreeCast.com~~the user’s ~~and~~content ~~unveiled~~sources. aAs ~~free~~an ~~registration~~entertainment-based ~~subscription~~content ~~model.~~discovery, ~~Our~~aggregation, ~~revenue~~and ~~streams~~management ~~include~~company, ~~subscription~~we ~~revenue~~leverage ~~from~~our ~~additional~~proprietary ~~monthly content~~SmartGuide® ~~bundles,~~digital ~~product~~interactive ~~revenue~~technology ~~from~~to ~~selling~~enable ~~digital~~users ~~high-definition~~to TVorganize ~~antennas,~~ and ~~other~~access ~~revenue~~streaming ~~from~~content ~~licensing,~~in ~~advertising~~a familiar, ~~and~~cable-like ~~referral fees~~TV guide format.

WeAccording ~~also~~to ~~distribute~~eMarketer’s ~~numerous~~June ~~licenses~~2024 ~~to retail~~forecast, ~~device~~in ~~manufacturers/distributors~~2025 ~~(mobile,~~U.S. ~~tablets,~~adults ~~set~~will ~~top~~spend ~~boxes,~~approximately ~~“smart”~~2 hours and 49 minutes per day viewing traditional linear TV, compared with social video’s, approximately 53 minutes and YouTube’s approximately 37 minutes. This underscores a significant opportunity for an aggregator solution that replicates the simplicity of channel surfing while seamlessly integrating multiple streaming ~~equipment,~~services into one interface. ~~gaming~~By ~~systems),~~pushing aseach ~~well~~network’s asapp ~~co-branding~~to ~~for~~our ~~hotel/hospitality~~backend infrastructure, ~~broadband~~we ~~carriers,~~enable ~~telecommunications~~a single, user-friendly interface for live and ~~promotion~~on-demand ~~companies~~content.

~~The~~Unlike ~~following~~traditional ~~table~~streaming platforms ~~shows~~that ~~the~~rely ~~aggregate~~on ~~number~~a direct-to-consumer (B2C) approach, we operate under a B2B2C sales and marketing strategy. Rather than acquiring ofindividual subscribers, atwe ~~the~~partner ~~end~~with ofConsumer ~~each~~Direct ~~fiscal~~Platforms ~~period~~(CDPs) ~~presented~~that inalready ~~this~~serve ~~prospectus~~large user bases, allowing us to scale efficiently while reducing customer acquisition costs and churn rates. Our CDPs include:

	Fiscal Year Ended June 30,
	2023		2022
Subscribers (1)		742,336		541,776

●

Broadband providers – Enhancing internet service offerings by bundling premium streaming solutions.

~~(1)~~● ~~Subscribers~~Mobile ~~who~~carriers ~~have~~– ~~paid~~Adding ~~for~~value ~~their~~to ~~subscription~~data orand ~~logged~~wireless ~~into~~service ~~their account within the past 36 months~~plans.

~~The~~● ~~basis~~Device ofmanufacturers ~~our~~– ~~service~~Embedding ~~platform is~~FreeCast’s ~~our~~SmartGuide® ~~proprietary content aggregation~~ technology that automatically crawls the Internet to locate commercial-quality entertainment content from thousands of sources, including free, paid and subscription-based content. Additionally, we subscribe to the top entertainment data services such as Gracenote (owned by Nielson), Xperi, and Reelgood whom provide real-time updates. Our technology then sorts through and manages all available commercial-quality digital media, including both live and on-demand video from free, subscription and pay-per-view (PPV) services. All of this information is then incorporated into ~~our~~smart ~~interactive~~TVs ~~SmartGuide presented to consumers in a familiar easy-to-use cable-like TV guide via the Internet~~ and asstreaming ~~a software application, on all Wi-Fi enabled~~ devices.

~~The~~● ~~SmartGuide~~Multi-dwelling ~~uses images and related information on customized guide pages to provide subscribers with an easy way to explore all of the available media choices from one centralized account~~units, ~~regardless of the device or location. Upon selecting content to consume~~apartments, ~~the~~and ~~subscriber~~condominiums is– ~~directed~~Providing toan the original source of the content. If content is available for free, the subscriber is transferred to the website providing the content. If content is available through a subscription service (such as Netflix or Hulu), we allow the subscriber to logall-in-one toentertainment ~~the~~solution ~~service through our SmartGuide and the subscriber is then directed to the subscription service’s website. If the content is PPV, the subscriber is directed to the page requiring payment~~ for ~~the PPV service~~tenants. ~~We do not manipulate or distribute the source content, and the provider of the content retains all rights to and management of content.~~

38● Hospitality locations – Offering a seamless streaming experience in hotels, resorts, and other lodging environments.

~~Because~~● weHealthcare ~~link~~and ~~subscribers directly~~institutional tofacilities ~~third-party~~– ~~content~~Deploying ~~sources~~in-room and ~~in no way manipulate, store, retransmit or distribute this content, we are not subject to licensing fees or restrictions by third~~common-~~party~~area ~~content~~streaming ~~suppliers.~~solutions ~~We are not responsible~~ for ~~the availability or content of these external websites~~hospitals, ~~nor~~rehabilitation ~~do we endorse~~centers, ~~warrant or guarantee the products, services or information described or offered. All logos~~ and ~~trademarks used~~senior incare ~~the guide are the sole property of their respective owners~~communities. ~~We believe that this is a complementary relationship in which we directly supply free traffic to content suppliers, much like the print-based model employed by TV Guide in past decades.~~

●

Affordable housing providers – Partnering with public housing authorities and subsidized housing operators to deliver entertainment services as an amenity for residents.

By integrating our SmartGuide® digital interactive technology, CDPs can provide their users with a centralized platform to access all streaming apps and content in one place. This not only enhances the CDP’s service offerings, but also creates revenue opportunities through advertising and commissions.

Our platform gives users access to all their online media subscriptions, as well as more than 700 channels, including global Free Ad-Supported TV (FAST) channels, local and regional over-the-air (OTA) integrated broadcast channels, premium pay over-the-top (OTT) channels (over-the-top refers to film and television content provided via a high-speed Internet connection rather than a cable or satellite provider) and top-tier news and entertainment content. Our proprietary content aggregation technology continuously scans the internet to discover and index thousands of commercial-quality entertainment sources, whether free, paid or subscription-based—offering an unmatched level of convenience.

Designed for broad accessibility, our platform functions as a software application that can be used across all Wi-Fi-enabled devices, including smart TVs, streaming devices, mobile phones, tablets, and computers. Unlike other streaming solutions, we operate as a non-competitive, agnostic “omnichannel streaming platform,” meaning users do not need multiple apps to access their favorite content. Instead, our technology aggregates all content into one seamless interface.

Our service is available directly to consumers under the FreeCast.com brand and is also distributed through third-party partners under licensed brand names. Additionally, we co-brand with CDPs to align our service with their existing customer base, creating a flexible distribution model that benefits all stakeholders.

Our strategy is to expand domestically and globally by securing licensing agreements with CDPs that already have a substantial user base. We continually work to enhance customer experience by expanding the content catalogued by our technology, refining our user interface, and extending our service to more Internet-connected devices. We also provide local broadcasters and independent programmers with a turnkey path to assemble FAST channels, distribute them on our platform, and monetize ad inventory through a shared revenue model.

Following the end of the product lifecycle of our legacy product, Rabbit TV, and the conclusion of our partnership with Telebrands Corp. in 2017, we spent over two years rebuilding our product. This development not only improved our proprietary technology, but also positioned us to capitalize on the fast-moving nature of the industry and capture new revenue streams. During this transition, sales primarily stemmed from legacy Rabbit TV sales, which declined over time, as expected.

Our revenue streams include:

●

Advertising Revenue – Generated through ad placements within the platform.

●

Subscription Revenue – From additional monthly content bundles.

●

Product Revenue – From selling digital high-definition TV antennas.

●

Licensing Revenue – From partnerships with CDPs and third-party distributors.

●

Referral Fees – Earned through partnerships with content providers.

In addition, our PaaS, Broadcast Enabled Streaming TV (BEST) and Direct-to-Mobile (D2M) deployment models are expected to generate revenue from platform development fees, platform licensing and hosting fees, advertising revenue-sharing arrangements with telecom operators and internet service providers (ISP) partners, per-subscriber or per-deployment fees associated with white-label streaming service deployments and commission-based compensation from dealer arrangements for third-party streaming services in Multi-Dwelling Unit properties, as described in further detail below under “Platform Deployment Models—Distribution Partnerships and Dealer Arrangements.”

By leveraging these revenue streams and our strategic partnerships, we believe that we are positioned to disrupt the current streaming industry, while delivering convenience to consumers and value to our CDPs.

The following table shows the aggregate number of subscribers at the end of each reporting period presented in this prospectus.

	For the Period Ended
*Subscribers ⁽¹⁾*	December 31, 2025		June 30, 2025
Ad-Supported		992,141		958,439
Paid		14,062		17,062
Total Subscribers:		1,006,203		975,501

(1)

The SmartGuide uses images and related information on customized guide pages to provide subscribers with an easy way to explore all of the available media choices from one centralized account, regardless of the device or location. Upon selecting content to consume, the subscriber is directed to the original source of the content. If content is available for free, the subscriber is transferred to the website providing the content. If content is available through a subscription service (such as Netflix or Hulu), we allow the subscriber to log-in to the service through our SmartGuide and the subscriber is then directed to the subscription service’s website. If the content is PPV, the subscriber is directed to the page requiring payment for the PPV service. We do not manipulate, store, retransmit or distribute this source content. The provider of the PPV content retains all rights to and management of their content.

Our SmartGuide technology is currently available on computers, “smart” phones, tablets, streaming devices and “smart” TV’s. It is available directly to consumers, branded as FreeCast.com, and will also be distributed by third parties, both as FreeCast.com and under other licensed brand names and partnerships.

Industry Overview

The ~~way~~ ~~people~~market ~~consume~~for ~~entertainment has changed dramatically in recent years. The global~~ digital ~~media market, which includes cable and satellite TV as well as Internet-based subscription services like Sling TV, Netflix, Hulu, Disney+, Apple and Amazon. The global~~ video ~~streaming market size was valued at $455.45 billion in 2022 and is projected to grow from $554.33 billion in 2023 to approximately~~ ~~$1.9~~distribution ~~trillion~~has byundergone ~~2030, exhibiting~~ a ~~compounded~~significant ~~annual~~transformation ~~growth~~over ~~rate of 19.3% during~~ the ~~forecast~~past ~~period~~decade as ~~reported~~consumers byincreasingly ~~Fortune~~shift –away ~~Business Insights.~~from ~~Due in part to the continued decline of~~ traditional ~~cable and satellite TV households; excluding virtual Multichannel Video~~pay ~~Programming~~television ~~Distributors,~~services ~~which~~toward ~~deliver~~internet-delivered ~~live~~streaming ~~TV over the internet~~content.

~~Audiences~~The ~~increasingly cancel their pay TV subscriptions, and after almost a decade of gradual decline, the~~ number of ~~pay TV households in the~~ U.S. ~~dropped to 65.1~~pay ~~million~~television inhouseholds ~~2022.~~has ~~According~~declined tosteadily ~~the~~in ~~latest~~recent ~~data reported by Statista~~years, ~~around~~falling ~~half~~from ofapproximately U83.S.8 ~~households~~million doin ~~not~~2020 ~~have~~to aapproximately ~~traditional~~68.7 million TVin ~~subscription~~2024, a ~~trend~~according ~~that~~to isEvoca ~~already transforming the pay TV landscape~~ and ~~its~~corroborated ~~players.~~by Byindustry ~~2027,~~estimates ~~PwC’s Global~~from ~~Entertainment~~Leichtman &Research ~~Media~~Group ~~Outlook~~and ~~2023-2027 predicts millions more U.~~S.&P ~~homes~~Global ~~will have walked away, reducing total penetration~~Market ~~to 49~~Intelligence.9 ~~million,~~This ~~down~~trend ~~from~~reflects ~~almost~~ongoing ~~100~~“cord-cutting,” ~~million~~ as ~~recently~~consumers asreplace ~~2016,~~traditional ~~meaning~~cable ~~pay~~and TVsatellite subscriptions ~~will~~with bestreaming ~~present in just 38% of total U~~alternatives.~~S. homes.~~

~~Meanwhile,~~At itthe issame ~~clear~~time, ~~that~~OTT video and connected ~~TVs~~television (~~TVs~~CTV) ~~that~~usage ~~can~~has beincreased ~~connected~~significantly. According to ~~the~~Nielsen, ~~internet~~streaming ~~and~~has ~~access~~become ~~content~~the ~~beyond~~largest ~~what~~category isof ~~available~~television viewing ~~via~~in the ~~normal~~United ~~offering from a cable provider~~States, oraccounting ~~other~~for ~~devices~~approximately ~~that~~38% ~~use a TV as a display and can connect~~ to ~~the~~40% ~~internet~~of tototal ~~access~~TV ~~content)~~usage ~~and~~in ~~OTT (Over-the-Top~~2024, ~~which refers~~surpassing toboth ~~film~~cable and ~~television~~broadcast ~~content~~viewing. Industry ~~provided~~forecasts ~~via~~indicate athat ~~high-speed~~streaming’s ~~Internet~~share ~~connection~~of ~~rather~~total ~~than~~viewing ais ~~cable~~expected orto ~~satellite~~continue ~~provider)~~to ~~are~~increase ~~growing faster~~as ~~than~~consumer ~~ever~~preferences evolve. AsIn ~~of April 2023~~addition, ~~according~~industry toreports ~~Statista,~~indicate ~~the~~that ~~number of~~ OTT video ~~users~~consumption ~~worldwide~~represents ~~stood~~a atsubstantial ~~around~~portion ~~3.5~~of ~~billion, with penetration rates surging in countries like~~ the ~~United Kingdom, Canada, and the~~ U. S. population.

~~Furthermore,~~Industry ~~while~~data ~~consumers~~from ~~used to be able to~~eMarketer ~~watch~~indicates athat ~~particular~~streaming ~~television~~services ~~program~~are onexpected ato ~~particular~~account ~~channel~~for at a ~~particular~~significant ~~time~~portion ~~(also known as broadcast tv), the majority~~ of ~~consumers now watch television in a digital streaming fashion~~U. ~~Broadcast usage decreased to 20%, down 5~~S.4% ~~year~~video ~~over~~subscription ~~year.~~revenue ~~Streaming~~by ~~services~~2026, onreflecting ~~the other hand, accounted for 38.7% of total U.S. TV usage,~~ a ~~new~~broader ~~record~~shift ~~high~~in ~~for~~both ~~the~~consumer ~~category.~~behavior ~~Streaming~~and ~~usage~~monetization ~~has~~models ~~sky-rocketed~~within ~~25.3% in~~ the ~~past~~video ~~year~~entertainment ~~from 2022 to 2023, as reported by Statista~~industry.

~~Options~~Consumer ~~are~~viewing ~~great for consumers~~behavior ~~when~~has itincreasingly ~~comes~~transitioned totoward ~~deciding~~on-demand ~~what~~and tointernet-delivered ~~watch~~content, ~~but~~rather ~~they~~than ~~are~~scheduled ~~also~~broadcast ~~decidedly complicated for an industry that continues to fragment and search for unique ways to influence consumer behavior~~programming. ~~According~~However, to as the ~~Nielsen~~number ~~MediaTech Trender, 33%~~ of ~~adults~~streaming ~~have~~services ahas ~~rough idea what they want to watch~~expanded, ~~but~~the ~~are~~industry ~~not~~has ~~exactly~~become ~~sure~~increasingly fragmented, ~~and~~requiring ~~22%~~consumers ~~do not know what they want~~ to ~~watch~~manage ~~before tuning in. These habits vary by age; adults~~multiple ~~18-34~~subscriptions ~~are~~across ~~most open to browsing for content, as 30% have no idea what to watch and 40% have a rough idea beforehand~~platforms.

~~We expect the trends toward digital streaming video consumption to continue and believe that we are uniquely positioned to take advantage of this market with our products.~~47

39Survey data from third-party sources indicates that consumers are increasingly sensitive to the cumulative cost of multiple streaming subscriptions and the complexity of accessing content across different platforms. These trends have contributed to higher levels of subscriber churn and increased competition among streaming providers.

In response, industry participants have introduced a range of strategies designed to improve subscriber retention and monetization, including bundling streaming services with broadband and wireless offerings, offering ad-supported subscription tiers, and investing in exclusive or differentiated content.

We believe these trends toward increased streaming adoption, industry fragmentation and evolving monetization strategies are likely to continue. However, the extent and pace of these developments remain subject to significant uncertainty, including changes in consumer preferences, competitive dynamics and macroeconomic conditions.

Sources of Revenue

Our revenue model generates multiple recurring revenue streams from each active user, including: (i) Main Revenue: Advertising and Data; and (ii) Ancillary Revenue: Bundle Value/Channel Subscriptions and Equipment Sales. Data revenue is derived from aggregated, anonymized viewership analytics and audience insights that we make available to advertising partners and content providers, enabling more targeted content recommendations and advertising placements across the platform.

We derive revenue from the following sources:

● For subscribers who sign up using our free registration subscription service, we offer a variety of content provider bundles for an additional monthly fee ranging from $2.99 to $19.99; ● We also earn fees when subscribers make one-time purchases of any pay-per-view (PPV) media through our SmartGuide; ● We receive a fee for advertising on our guide pages provided, and for in-video/pre-roll ads by Google, pursuant to the standard terms and conditions of Google’s AdSense program; ● We receive fees through affiliate programs for content providers that have such programs for PPV programs that are purchased through our SmartGuide; and ● We receive fees for third-party related products (such as antennas or streaming devices to connect to a subscriber’s television) that are purchased through our SmartGuide.

●

We also earn fees when subscribers make one-time purchases of any pay-per-view (PPV) media through our SmartGuide;

●

We receive a fee for advertising on our guide pages provided, and for in-video/pre-roll ads by Google, pursuant to the standard terms and conditions of Google’s AdSense program;

	●	We also receive arbitrage advertising revenue from the buying and selling of advertising space on other content provider platforms;

	●	We receive fees through affiliate programs for content providers that have such programs for PPV programs that are purchased through our SmartGuide;

	●	We receive fees for third-party related products (such as antennas or streaming devices to connect to a subscriber’s television) that are purchased through our SmartGuide;

	●	We receive fees for Real-Time Bidding & Fill Rates: Our performance television DSP aims for near 100% fill rates, ensuring minimal inventory waste; and

	●	We receive fees for Hyper-Targeting: Our ad server leverages first-party data from the aggregator platform, letting advertisers pinpoint audience segments by viewing habits, time-of-day preferences, etc.

Platform Deployment Models

We have developed three distinct deployment models that extend our core platform technology to address different segments of the television and video distribution market:

Platform-as-a-Service Deployment

Our PaaS provides a unified global infrastructure for modern television and digital video distribution. This enables telecom operators, ISPs, municipalities, enterprises and major brands to deploy fully branded streaming services without building or maintaining their own backend systems. Developed by us, the platform aggregates broadcast and streaming content into a single device-agnostic environment. It aims to reduce fragmentation in the streaming market by centralizing access to TV, film, and sports while supporting flexible à la carte options. The PaaS model integrates core operational functions—including content aggregation, subscription bundling, payment management, broadcast-to-streaming conversion and cross-device advertising and monetization—into a scalable infrastructure layer. This layer allows partners to launch and manage comprehensive video ecosystems across smartphones, smart TVs and other connected devices while maintaining control of their brand, customer relationships and revenue streams.

Broadcast Enabled Streaming TV Deployment

Our BEST is a model that bridges traditional over-the-air broadcasting with modern internet streaming by pairing free OTA television with a simultaneous, free online stream of the same local broadcast programming. Developed by us, the system preserves universal consumer access while enabling broadcasters to use widely deployed digital rights management on the streaming side for content protection. BEST operates without subscriptions, device mandates or eliminating OTA service, allowing viewers to continue receiving free television even if broadcasts become encrypted or certain devices are incompatible. For policymakers, this model protects consumers from black screens or forced hardware upgrades, helps broadcasters meet security requirements for sports and premium programming, reduces pressure to mandate ATSC 3.0 tuners in every television and offers smaller and low-power broadcasters a low-cost digital distribution path that supports a gradual transition to next-generation broadcasting without requiring immediate large investments in new security infrastructure.

Direct-to-Mobile Deployment

Our D2M platform is a software-based video distribution system that enables telecom operators and internet service providers to launch a full-featured, revenue-generating television service without building new infrastructure or deploying proprietary hardware. Developed by us, the platform converts OTA broadcast signals into streaming formats like HTTP Live Streaming. It then combines these signals with FAST channels and on-demand content in a single application that works across existing consumer devices, including smartphones, smart TVs and other connected hardware. The system is designed for global deployment and can deliver video through multiple networks, including 5G mobile broadband, home internet, satellite connectivity, Wi-Fi or next-generation broadcast systems such as ATSC 3.0, allowing operators to reach large audiences at near-zero deployment cost. By providing local broadcast channels alongside hundreds of FAST channels in one cross-device app, D2M allows telecoms and ISPs to compete with major smart-TV advertising platforms while capturing viewer data and sharing advertising revenue across streaming devices consumers use to watch video.

Distribution Partnerships and Dealer Arrangements

In connection with our PaaS and D2M deployment strategies, we have entered into distribution partnerships and dealer arrangements to extend our streaming platform through third-party service providers. In March 2025, we entered into a dealer agreement with DIRECTV, LLC, pursuant to which we are authorized to promote, market and take orders for DIRECTV streaming services to subscribers, with a focus on MDU properties including condominiums, apartment communities and other residential complexes. Under this arrangement, we earn commission-based compensation on subscriber activations. The DIRECTV dealer relationship complements our existing platform capabilities by enabling us to offer bundled live television and streaming content packages to MDU properties through our co-branded Consumer Direct Platforms.

Additionally, we have entered into software licensing agreements with distribution partners, including municipal utilities and broadband service providers, for deployment of our PaaS platform. Under these agreements, we typically receive platform development fees, monthly platform and hosting fees and ongoing revenue-sharing payments tied to advertising and subscriber activity generated through the partner’s branded streaming service. Certain of these agreements include guaranteed minimum monthly fees payable to us, with additional per-subscriber charges applicable above specified subscriber thresholds. We believe these arrangements validate our B2B2C distribution model and demonstrate commercial demand for our turnkey co-branded streaming infrastructure.

In Development

We continue to advance our technology stack with client/customer services, all of which are anticipated to bring value-added features and revenues to us, including the following:

WeFreeCast ~~have~~Home, ~~announced~~ a ~~plan~~gateway todevice ~~launch~~which ~~FreeCast~~receives ~~Home,~~local aOTA ~~network~~broadcast channels through an attached ~~streaming~~coaxial ~~device~~antenna ~~which~~and ~~receives~~distributes ~~local~~them ~~over-~~through the~~-air~~ ~~(OTA)~~home ~~broadcast~~broadband ~~channels,~~network by ~~combined~~connecting ~~with~~the ~~FreeCast current~~device ~~streaming~~to ~~services,~~the ~~delivering~~home ~~free~~wireless ~~services~~router. This allows these local channels to be included within the FreeCast Channel Guide on all Wi-Fi-enabled video devices in the home where ~~FreeCast’s~~our freely downloadable app is installed and utilized. ~~This~~The ~~program~~FreeCast ~~intends~~Home device is available for purchase by individual consumers or to ~~introduce~~be aoffered ~~newly~~through ~~designed,~~one ~~lower~~of ~~cost~~the ~~device,~~many ~~with~~CDPs ~~inclusion~~as part of 5Gthe ~~internet~~content ~~bandwidth~~offerings to their ~~delivery~~customers or residents and includes all of the other features FreeCast provides for free to users through the FreeCast apps. These partners include a range of companies across different verticals like Internet Service Providers, ~~currently~~Mobile inService ~~development~~Provider and MDU Management companies.

We ~~are~~have ~~developing~~launched aD2M ~~hyper-targeted~~and FreeCast ~~data~~Home ~~advertising~~with ~~platform~~integrated ~~based~~OTA oninto aour ~~consumer’s~~full ~~combined~~streaming ~~“experiential~~PaaS ~~data~~with ~~journey”~~new ~~across~~Commercial ~~all~~Gateway ~~streaming~~devices ~~services, allowing~~that usenable tothe ~~identify~~reception ~~both a consumer’s interests~~ and ~~areas~~multicasting of local ~~disinterest,~~OTA inbroadcast ~~order~~channels to(with ~~serve~~IP ~~the~~restrictions), ~~highest-value~~FAST ~~ads. Plus~~channels, ~~advanced recommendations~~and ~~for~~Ad-Supported ~~media~~Video ~~content~~on ~~that~~Demand ~~would~~(AVOD) becontent ofto ~~specific~~entire ~~interest~~buildings through to the ~~consumer~~FreeCast apps.

A Global Services and Content Management System is being constructed under a partnership with Amazon’s AWS to onboard media content programmers, digital broadcast channels, and subscription video on demand brands with an instant, turnkey operations, and advertising platform for servicing their subscriptions or channels to non-US global countries.49

~~Channel~~In ~~Builder~~that ~~(FASTChannels) –~~same ~~End-to-end~~vein, ~~software~~this ~~solution~~will include ~~for~~the ~~development~~launch of ~~digital~~two ~~(Free~~new ~~Ad-Supported~~versions ~~TV)~~of ~~FAST~~the ~~channels~~Out-of-Home ~~with~~(OOH) ~~robust~~FreeCast ~~support~~app for ~~leading~~CDPs ~~advertising formats~~ in ~~addition~~industries tosuch ~~distribution~~as ~~technology~~Hospitality ~~that allows for integration to all major providers (OTT, OTA, etc.). Existing robust integrations with leading dynamic advertising insertion (DAI) solutions~~ and ~~internal cross platform hyper-targeted DAI solutions enable this platform~~Commercial ~~to monetize at a rate higher than traditional TV~~ Business.

The Collaborative ATSC Service Tech (CAST), a universal local OTA broadcast channel tuner technology that we will license to device manufacturers of local OTA gateway devices to integrate our platform into their device chipsets seamlessly with minimal cost to us. This activates our ability to open opportunities of growth around the globe and bring local channels to consumers with additional device options.

Aggregated sports data includes game schedules, live game scores, networks where to watch the games, sports betting data, and fantasy data for the games. We are bringing sports data to our platform, which will allow consumers to get all of their sports data in one place. This will all be available to consumers on our applications on all platforms.

An Automated User-Personalized Dynamic Channel Guide powered by an AI recommendations engine that is developed and built from each consumer’s content watch history, favorited channels and on-demand content, and user experiential journey data. This will organize a unified channel guide in the order that best matches a user’s content interests, and will recommend similar content in the channel guide.

Multi-channel View allows a user to watch between 2 to 4 different channels selected by the user in the channel guide on the Web and TV applications. This will allow the user to have more than one channel playing at once, and will also allow ads to be shown on each of the channels in parallel.

FreeCast for Hospitality will support external Hotel applications when applicable and accommodation options that can range from requesting more towels to requesting a late checkout. This version will also support Hosted Hospitality that allows Hosts to write custom messaging to their guests from our FreeCast Configuration Portal, display the local hot spots and weather forecast, instructions for connecting to the Wi-Fi, and how to Cast your Wi-Fi enabled device to the TV at each location. Backend configurations for branding standards where required or necessary will be available within the FreeCast Configuration Portal as well, to support branding consistency within the FreeCast app.

The Commercial Business Location version will have Digital Out-of-Home (DOOH) advertising with local ad support and localized content included, which each can be customized by location or business type. This provides a way for commercial businesses like Travel Plazas to display local content and DOOH ads, bringing in more revenue for the business and FreeCast alike.

We have developed a hyper-targeted data advertising platform which utilizes the consumer’s combined “Experiential Data Journey” across all streaming services within our apps, allowing us to identify both a consumer’s interests and areas of disinterest, the most used streaming services by a user, content most likely to be watched by a user, and when a user is most likely to watch content, in order to serve the highest-value ads. This greatly increases the chances of a user seeing ads targeted to them and the opportunity for a subscriber or user to interact with those ads.

FAST Channel Builder – End-to-end software solution for development of digital FAST channels with robust support for leading advertising formats in addition to distribution technology that allows for integration to all major providers (OTT, OTA, etc.). Existing robust integrations with leading dynamic advertising insertion (DAI) solutions and internal cross platform hyper-targeted DAI solutions enable this platform to monetize at a rate higher than traditional TV.

A Global Services and Content Management System has been developed under a partnership with Amazon’s AWS to onboard media content programmers, digital broadcast channels, and subscription video on demand brands with an instant, turnkey operations, and advertising platform for servicing their subscriptions or channels to non-U.S. global countries. This opens up FreeCast as a service for those in other countries as a content and streaming solution.

Our Competitive Strengths

We believe that we have a number of distinct advantages over competitors and are well positioned to fill the gaps in key market segments:

● While traditional TV providers rely on fixed terrestrial hardwired infrastructure and first-party or proprietary devices and software ecosystems, our service is delivered via the Internet. ● Most of the products of our competitors are often limited in terms of the library of content available. For example, Netflix does not provide the same content as Amazon Prime, and neither will direct a subscriber to content available on the competing service. Because our SmartGuide catalogues content but does not distribute any content, we are able to direct subscribers to any service that has the program they would like to watch available, whether free or fee based. ● Many of our competitors provide services that are often tied to a single home-based device. Our SmartGuide, however, is device agnostic and may be used on any device with Internet access, thanks to a robust web-based interface and apps available on major platforms including Android TV. ● Unlike competitors, our subscribers continue to generate post-sale revenue through advertising on our guide pages and payments made to us through affiliate programs if subscribers purchase media or other hardware products through our service.

40● Most of the products of our competitors are often limited in terms of the library of content available. For example, Netflix does not provide the same content as Amazon Prime, and neither will direct a subscriber to content available on the competing service. Because our SmartGuide catalogues content but does not distribute any content, we are able to direct subscribers to any service that has the program they would like to watch available, whether free or fee based.

●

Many of our competitors provide services that are often tied to a single home-based device. Our SmartGuide, however, is device agnostic and may be used on any device with Internet access, thanks to a robust web-based interface and apps available on major platforms including Android TV.

●

Unlike competitors, our subscribers continue to generate post-sale revenue through advertising on our guide pages and payments made to us through affiliate programs if subscribers purchase media or other hardware products through our service.

Our Growth Strategies

Through FreeCast.com, brand partners, and/or co-branding, we plan to accelerate our licensing platform to ~~device~~CDPs ~~makers,~~with ~~bandwidth~~substantial ~~providers,~~user ~~MDU properties~~bases, ~~and other large communities of users,~~ giving them a no-cost monetizable means to offer a competitive TV service to their customers without a large investment in new infrastructure.

Our growth strategy ~~includes~~is supported ~~offering~~by ~~our~~a ~~FreeCast~~pipeline ~~Home~~of ~~device,~~22 ~~Value~~distribution ~~Channel~~partners ~~bundle~~representing ~~subscription~~a ~~service,~~potential ~~other~~customer ~~third-party~~universe ~~subscriptions,~~of ~~pay-per-view~~23.1 million users, and ~~advertising opportunities~~a tobacklog ~~these~~of ~~co-partnered~~14 ~~users~~partners representing ina ~~exchange~~potential ~~for~~customer ~~negotiated~~universe ~~commissions~~of 14.7 million users.

WeOur ~~launched~~growth ~~DAI~~strategy ~~and~~is ~~our FAST~~supported ~~(Free~~by ~~Advertising~~a ~~Supported~~distribution ~~TV)~~network ~~Channel~~of ~~Builder~~26 inpartners ~~early~~representing ~~2023,~~a ~~which~~potential wecustomer ~~anticipate~~universe ~~will~~of ~~increase~~more ~~advertising~~than ~~revenue~~52 ~~and~~million ~~breadth~~consumers ofworldwide, ~~content~~including ~~across~~major ~~our~~commercial ~~platform~~platforms ~~with~~such ~~partner~~as ~~channel~~DIRECTV ~~launches~~and ~~beginning~~regional ~~January~~Caribbean ~~2024~~providers.

WeA ~~are~~central ~~completing~~piece ~~testing~~ of our ~~fully~~strategy is ~~integrated~~our ~~virtual~~new ~~wallet~~advanced ~~system,~~advertising ~~MediaPay~~platform, ~~and~~designed ~~expect~~ to ~~launch~~deliver ithyper-targeted incampaigns ~~late~~across ~~2023~~live, orlinear, ~~January~~and ~~2024~~on-demand channels. ~~MediaPay will allow our~~By ~~subscribers~~aggregating tofirst-party ~~manage~~data ~~all~~from ~~subscriptions~~our ~~and~~integrated ~~billings~~user ~~with~~base, ~~easy~~we ~~cancelation.~~offer ~~This~~advertisers ~~unified~~real-time ~~payment~~bidding, ~~for~~100% ~~subscriptions~~fill rates, and ~~entertainment services~~cross-device ~~along~~consistency. ~~with~~We ~~our~~believe ~~initiative~~this tointegrated ~~license~~ad ~~our~~tech ~~platform~~stack togenerates ~~global~~incremental ~~bandwidth~~revenue, ~~distributors~~capitalizing ~~and~~on ~~content~~the ~~providers~~high inengagement ~~various~~levels ~~countries~~of ~~should reduce~~streaming ~~subscriber churn and increase revenue~~audiences.

We ~~are~~launched ~~developing~~DAI ~~extensive~~and our FAST ~~relationships~~Channel ~~with~~Builder ~~mobile~~in ~~device~~early ~~manufacturers~~2023, ~~and~~which ~~distributors~~we ~~for~~anticipate ~~preloading~~will ofincrease ~~FreeCast~~advertising ~~streaming~~revenue TVand ~~services~~breadth ~~platform~~of incontent ~~mobile~~across ~~“smart” phones~~our inplatform ~~exchange~~with ~~for~~partner channel ~~negotiated~~launches ~~commissions~~beginning January 2024.

We launched our fully integrated virtual wallet system, MediaPay, in October 2023. MediaPay allows our subscribers to manage all subscriptions and billings with easy cancellation. This unified payment for subscriptions and entertainment services along with our initiative to license our platform to global bandwidth distributors and content providers in various countries should reduce subscriber churn and increase revenue.

We are developing extensive relationships with CDPs – mobile device manufacturers and distributors for preloading of FreeCast streaming TV services platform in mobile “smart” phones in exchange for negotiated commissions.

We continue to secure several industry endorsements, such as the National Lifeline Association, and partnerships in the mobile carrier segment that have begun offering our free TV solution for mobile devices. With the introduction of our hardware integrations for OTA TV gateways, we are growing our presence in the telecommunications, broadband carriers, property developers (REITs) and hospitality industries.

Digital Out-of-Home. We plan to run context aware DOOH campaigns across high traffic venues to drive brand awareness and app registrations. Because DOOH placements are viewable and cannot be skipped, we expect improved reach versus web display. Our creative strategy includes dynamic content (e.g., dayparting, weather/sports triggers) and QR/NFC calls to action to attribute conversions. We also intend to retarget DOOH exposed audiences on mobile and CTV, enabling a closed loop performance view.

Measurement and Attribution. We intend to use venue level impression estimates from DOOH networks supplemented by privacy compliant mobile movement data and our own registration/conversion telemetry to calibrate audience exposure and optimize creative sequencing.

Competition

While there are many players in the online video space, our offering is unique and thus does not currently have direct, analogous competitors. Generally, any ~~provider~~providers of online media that may appear to compete with us often inenjoy ~~fact enjoys~~ a mutually beneficial relationship, where their offering is captured ~~and~~ and catalogued by our SmartGuide, which benefits our service, and we in turn send traffic and eyeballs to them as a result.

There are, however, several entities that provide services that are similar to the individual features or components of our own SmartGuide. They include:

● Amazon Prime Video, through which Amazon also sells packages of content from HBO, Showtime, and others, which appear within the same interface for Prime Video subscribers. ● Viacom’s PlutoTV business, which assembles online content from various sources into linear channels which are made available online, similar to the Live Channels offering within SelectTV. ● Websites like Yidio and CanIStream.It ~~that~~which function as basic media search engines and point users to legal streaming sources of specified shows and movies. ● Roku, TiVo, Amazon’s FireTV and Apple TV, which are devices that aim to serve as media managers, though these are all hardware-centric solutions and little more than app managers, in contrast to our device-agnostic approach and unified media interface for all content.

Unlike traditional streaming services that struggle with high customer acquisition costs (CAC) of $50+ per user and 3-5% margins, our platform achieves 50%+ margins with minimal CAC through our partnership-focused distribution model. This approach also results in lower churn rates compared to traditional direct-to-consumer streaming services.

As competition in the online television space increases, we expect this to strengthen the value proposition of our product, making it more appealing to potential commercial partners and to consumers as well.

41In addition to content aggregation, our PaaS, BEST and D2M deployment models position us in the market for white-label streaming infrastructure and broadcast-to-streaming conversion. In this segment, we may face competition from companies that provide platform licensing, managed streaming services or OTT infrastructure solutions to telecom operators and broadcasters, including Comcast’s Xumo, TiVo’s platform licensing business and other providers of turnkey video distribution technology. We believe our competitive advantage in this segment lies in our ability to offer a unified platform that combines content aggregation, broadcast-to-streaming conversion, FAST channel assembly and cross-device advertising in a single integrated infrastructure, rather than requiring partners to assemble these capabilities from multiple vendors.

Operations

~~FreeCast~~We ~~licenses~~license extensive ~~entertainment~~ entertainment data from Gracenote (a Nielsen company) and Reelgood. This data is to create the most comprehensive and up-to-date catalog of content from thousands of sources directly available from the World Wide Web by using in combination with FreeCast’s own proprietary ~~aggregation~~ aggregation technology. The links are then compiled into our SmartGuide for use by our subscribers. We market our service through various channels, including online advertising, broad-based media, such as television and radio, as well as various strategic partnerships. We utilize the services of third-party cloud computing providers, more specifically, Amazon Web Services.

The initial two-year term of the Gracenote license agreement began on March 25, 2019. The license agreement automatically renews for successive one-year terms, unless either party notifies the other in writing at least 90 days before the end of the initial or renewal term of its desire to not renew, in which event the license agreement expires at the end of the then-current term. Gracenote may also terminate the license agreement in the event of a change of control that results in us controlling, or being controlled by, or being under common control with, any competitor or customer of Gracenote or its affiliates. Gracenote may also terminate the license agreement or cease providing data to us if we fail to pay any invoice within 60 days after we receive such invoice. We pay Gracenote a monthly license fee of $5,210, which increases to $7,500 when we reach 750,001 active monthly users. After the initial two-year term, the monthly license fee increases by five percent with each anniversary of the beginning date.

The initial one-year term of the Guidebox/Reelgood license agreement began on February 1, 2019. The license agreement automatically renews for successive one-year terms, unless either party notifies the other in writing at least 30 days before the end of the initial or renewal term of its desire to not renew, in which event the license agreement expires at the end of the then-current term. Either party may terminate the license agreement if the other party fails to cure a material breach of the license agreement within 30 days after the non-breaching party provides written notice of such breach. Guidebox/Reelgood may also terminate the license agreement upon a change of majority control of our current owners by sale of stock or assets, merger or otherwise. We pay Guidebox/Reelgood a monthly license fee that fluctuates depending on the data we request, with a minimum monthly fee of $5,000.

Seasonality

Our subscriber growth exhibits a seasonal pattern that reflects variations in when consumers buy Internet-connected devices and when they tend to increase video watching. As a consequence, subscriber growth is generally greatest in the fourth and first fiscal quarters (October through March), slowing in the second fiscal quarter (April through June) and then accelerating in the third fiscal quarter (July through September).

Employees

As of ~~June~~December 3031, ~~2023~~2025, we ~~had~~ 33had 49 full-time employees, ~~one part-time employee~~ and 5060 contract employees. Our employees are not covered by a collective bargaining agreement, and we consider our relations with our employees to be good.

Marketing

Our product is marketed and sold online through our website, FreeCast.com, and through various affiliates who may distribute the product or a branded version of the underlying SmartGuide.

The product is also be marketed through traditional pay-per-click, social and online advertising networks such as Google Adwords, Bing, Facebook, Twitter, and others, along with organic search engine optimization, or SEO, methods. We are also establishing licensing partnerships through ~~compatible service providers~~CDPs, such as bandwidth resellers, telecommunications providers, device manufacturers and media marketing partners. Commercially, we intend to market to other CDPs – MDU companies who manage or develop apartments, condominiums, student housing, planned communities, and the hospitality sector (hotels, short stay).

42Membership and Affinity Channels. We may pursue distribution through membership based or affinity organizations (e.g., large clubs, trade associations, senior associations) by bundling access to our service (free tier and/or premium channel packages) as a member benefit. These arrangements, if executed, would be structured as co-branded signups with revenue sharing on advertising and upsells. We believe this channel can address streaming fatigue by providing a simplified “single hub” experience while expanding our top of funnel at a comparatively low acquisition cost.

Facilities

Our headquarters are located in approximately 10,080 square feet of a building located in Orlando, Florida for which we pay $10,038 per month, with 5% annual increases,. ~~which~~We ~~includes~~are ~~the~~also obligated to pay our proportionate share of the operating expenses (as defined in the lease). On October 31, 2023, we entered into a First Amendment to our lease agreement for our headquarters with Anson Logistics Assets LLC. The amendment extends the term of our lease until October 31, 2028.

Intellectual Property

Our intellectual property consists of:

	●	Our Media Content Management System by which we organize and deliver content to our customers.

	●	Our Web Bot Media Crawler which gathers online content, including free, PPV, and subscription-based media.

	●	Our Media & Link Validator which ensures reliability of the content offered by our service.

Our Media Content Management System is our proprietary technology (which we purchased from Nextelligence on January 2, 2015). Our Web Bot Media Crawler and Media & Link Validator are web-based applications that install in the end-user’s browser and any supported email functions or chat functions with search and certain other features (the “Technology”). The Technology is licensed to us by Nextelligence pursuant to a Technology License and Development Agreement we entered into with Nextelligence on June 30, 2011, which was amended and restated on October 19, 2012, amended on July 1, 2013, amended and restated a second time on July 31, 2014 and further revised to terminate all payments to Nextelligence pursuant to the agreement, effective on June 30, 2016 (the “Technology Agreement”).

In connection with the Technology Agreement, we issued 2010,~~004~~002,000 shares of our Class A common stock to Nextelligence. The Technology Agreement expires on June 30, 2054, ~~unless~~ unless it’s terminated earlier based on termination events as defined in the Technology Agreement.

Although we have an exclusive license to the Technology pursuant to the Technology Agreement, including any improvements, modifications, maintenance or enhancements thereto, the Technology is owned by Nextelligence, and we are not permitted to alter or enhance the Technology. Therefore, any alteration or enhancement of the Technology developed by our CEO, who is also the controlling shareholder of Nextelligence, will be owned by Nextelligence. We could lose our right to use such Technology in the event of, among other things, a breach of the Technology Agreement, our bankruptcy or insolvency, or a change of control in us. The Technology Agreement provides that we and Nextelligence must keep the other’s proprietary information confidential.

We rely on a combination of trademark, fair trade practice, copyright and trade secret protection laws, as well as confidentiality procedures and contractual provisions, to protect our intellectual property rights. We also enter into confidentiality agreements with our employees and any third parties who may access our proprietary information, and we rigorously control access to our proprietary technology and information. We may seek to patent certain of our intellectual property in the future.

Legal Proceedings

From time to time, we may be subject to legal proceedings and claims in the ordinary course of business. We are not presently a party to any legal proceedings that, if determined adversely to us, would individually or taken together have a material adverse effect on our business, results of operations, financial condition, or cash flows. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.

Other Information

We were incorporated on June 21, 2011, in the State of Florida. Our principal executive offices are located at 6901 TPC Drive, Suite ~~200~~100, Orlando, Florida 32822. Our telephone number is (407) 374-~~1603~~1607.

We maintain two websites, www.FreeCast.com and www.SmartGuide.tv. The information contained on our websites is not, and should not be interpreted to be, a part of this prospectus.

4354

Emerging Growth Company Status

We qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, which we refer to as the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements that are applicable to other companies that are not emerging growth companies. Accordingly, we have included detailed compensation information for only our three most highly compensated executive officers and have not included a compensation discussion and analysis of our executive compensation programs in this prospectus. In addition, for so long as we are an “emerging growth company,” we will not be required to:

	●	engage an auditor to report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes–Oxley Act;

	●	comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

	●	submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay,” “say-on-frequency,” and “say-on-golden parachutes;” or

	●	disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparison of the chief executive officer’s compensation to median employee compensation.

We will remain an “emerging growth company” until the earliest to occur of:

● our reporting $1.07235 billion or more in annual gross revenues; ● our issuance, in a three-year period, of more than $1 billion in non-convertible debt; ● the end of the fiscal year in which the market value of our Class A common stock held by non-affiliates exceeds $700 million on the last business day of our second fiscal quarter; and ● June 30, ~~2029~~2031.

4455

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information about our executive officers, key employees and directors as of the date of this Registration Statement.

Name	Age	Position
William A. Mobley, Jr.	6063	Chief Executive Officer and Chairman of the Board of Directors
Jonathan D. Morris	47	Chief Financial Officer; Director
Christopher Savine	68	Chief Operating Officer
Gary Engel	53	Chief Marketing Officer
Jonathan D. Morris	50	Chief Financial Officer, Principal Accounting and Financial Officer; Director
David Gust	63	Director
William P. Jennings, Jr	70	Director

None of the events listed in Item 401(f) of Regulation S-K has occurred during the past ten years and that is material to the evaluation of the ability or ~~integrity~~ integrity of any of our directors, director nominees or executive officers. The following is a brief biography of each of our named executive ~~officers~~ officers and directors. ~~Each~~Everyone, ofexcept for our ~~named~~independent ~~executive~~director, ~~officers~~William P. Jennings Jr., currently works full-time for us, and we have no reason to believe that will change in the foreseeable future.

William A. Mobley, Jr. founded our Company in 2011 and has served as our Chief Executive Officer and Chairman ~~of our board of directors~~ since then. Before founding FreeCast, in 1999, Mr. Mobley formed Nextelligence, Inc., a technology solution and business management expertise provider, of which he is the Chief Executive Officer, a director and majority shareholder. Additionally, between 1993 and 2008, Mr. Mobley founded and was an officer and director of a number of online business solution companies, including Web2 Corp, Personal Portal Online, and World Commerce Online, and online media companies, including MegaMedia Networks and ImageCafe.com. Based on Mr. Mobley’s role as our founder, his position as the Chief Executive Officer, and his executive level experience in Internet-based media ~~industry~~industries, our board of directors believes that Mr. Mobley has the appropriate set of skills to serve as a member of the board.

~~Jonathan~~Christopher ~~Morris~~M. ~~has~~Savine has served as our Chief ~~Financial~~Operating Officer ~~and~~since aMay ~~member~~2024. ofHe was previously our ~~board~~Chief ofFinancial ~~directors~~Officer ~~since~~from ~~May~~April ~~29,~~2014 ~~2020~~until May 2018. Mr. ~~Morris~~Savine ~~has~~was ~~over~~Chief 23Financial ~~years~~Officer ofat ~~experience as~~Pharmaceutic aLitho ~~finance~~and ~~executive,~~Label ~~principal,~~Co. ~~operator~~from ~~and~~2018 ~~advisor~~through 2020. InPrior ~~addition~~ to ~~being~~initially ajoining FreeCast, ~~full-time~~Mr. ~~employee~~Savine ofwas ~~FreeCast~~the ~~and~~Executive ~~serving~~Vice asPresident ~~our~~and a segment Chief Financial Officer at Cenveo, MrInc., ~~Morris~~a ~~advises~~diverse ~~several~~$2 ~~newly~~billion ~~organized~~printing and ~~blank~~packaging ~~check~~company, ~~companies~~from on2009 ato ~~limited~~2013. ~~basis~~Prior asto ajoining ~~consultant~~Cenveo, ~~and~~Mr. anSavine ~~officer. He~~served ~~holds~~as ~~the~~Executive ~~title~~Vice ofPresident and Chief Financial Officer at ~~with~~Case ~~Twelve~~Interactive ~~Seas~~Media, ~~Investment~~Inc. ~~Company~~from II2007 ~~(where~~to he2009. ~~also~~Prior ~~serves as a director) and Twelve Seas Investment Company IV TMT~~thereto, ~~and~~he ~~the~~spent ~~title~~five ofyears ~~Chief~~at ~~Development~~RR ~~Officer~~Donnelley ~~with~~& ~~TLG~~Sons ~~Acquisition~~Company ~~One~~(formerly ~~Corp.~~Moore Wallace, MrInc.) ~~Morris~~as ~~also~~the ~~advises~~Executive ~~and~~Vice ~~holds the~~President ~~title~~and of Chief Financial Officer ~~for~~of ~~Hush~~an ~~Aerospace~~over ~~LLC,~~$4 abillion ~~small private start-up company~~segment. ~~Prior~~From 2000 to ~~joining us~~2002, Mr. ~~Morris served~~Savine aswas Chief Financial Officer atof ~~Imageware~~Netscape ~~Systems,~~Communications ~~Inc.~~Corporation ~~from~~and ~~May~~played ~~2020~~an toimportant ~~December~~role ~~2020,~~in ~~and~~integrating ~~from~~Netscape ~~August~~into ~~2015~~AOL. toHe ~~February 2020 he led principal~~later ~~investments~~served ~~and structuring~~ as ~~President~~a ~~and~~ Senior ~~Managing~~Vice ~~Director~~President at- aFinance ~~large~~at ~~private family office~~AOL. Prior to ~~that,~~joining ~~at Blackstone Group~~Netscape, ~~Inc~~ Mr., heSavine ~~focused~~was onalso ~~telecom~~Chief ~~and~~Financial ~~technology~~Officer ~~investments~~at PennNET and ~~served~~Imark onCommunications ~~the~~and ~~board~~Chief ofFinancial ~~SunGard~~Officer ~~AS.~~for ~~From~~14 ~~2005~~years towith ~~2012~~two ~~Mr.~~subsidiaries ~~Morris was part~~ of ~~the~~ ~~TMT~~Capital ~~Investment~~Cities/ABC, ~~Banking Group of Credit Suisse~~Inc., ~~Mr.~~a ~~Morris~~Walt ~~began~~Disney ~~his~~Company, and ~~career~~was inan ~~1997~~audit ~~within~~manager ~~the~~at ~~private equity division of Lombard~~Peat, ~~Odier~~ ~~et Cie~~Marwick, ~~private~~Mitchell ~~bank~~& inCo. ~~Switzerland~~(which ~~and~~later ~~subsequently~~merged ~~went~~with toKlynveld ~~work~~Main asGoerdeler anand ~~associate~~became atKPMG ~~GAIN Capital, a currency hedge fund from 1999 to 2003~~LLP). Mr. Savine ~~Morris~~ earned ~~his~~an M.B.SA. in ~~Economics and~~ Finance, ~~from~~a ~~the~~B.S. ~~University~~in ofAccounting ~~Virginia~~ and ~~his~~a M.B.A.in Economics from ~~Georgetown~~Saint ~~University. Based on Mr. Morris~~Joseph’s ~~position as the Chief Financial Officer~~University, and ~~his~~was ~~executive~~previously ~~level~~a ~~financial experience, our board of directors~~Certified ~~believes~~Public ~~that~~Accountant ~~Mr.~~licensed ~~Morris~~in ~~has~~ the ~~appropriate~~state ~~set~~ of ~~skills to serve as a member of the board~~Pennsylvania.

Gary Engel has served as our Chief Marketing Officer since May 1, 2023. Prior to joining us, Mr. Engel served as Director of Owned Media, DTC Marketing, Subscriber Growth and Media at Warner Bros. Discovery, Inc. since November 2018, where he was responsible for meeting subscriber and revenue targets within established ROI constraints as well as strategize and execute marketing plans for acquisition and retention of subscribers for HBO Max and Discovery +. Prior to that, Mr. Engel worked for A+E Networks from May 2007 to December 2017 serving in different capacities, including as Vice President, Marketing Analytics from September 2014 to December 2017 and Vice President, Linear, Digital and DTC Media Planning and Strategy from May 2007 to September 2014. Mr. Engel earned his B.A. in Economics from the State University of New York at Albany.56

45Jonathan Morris has served as our Chief Financial Officer and a member of our board of directors since May 29, 2020. Mr. Morris has over 23 years of experience as a finance executive, principal, operator and advisor. In addition to being a full-time employee of FreeCast and serving as our Chief Financial Officer, Mr. Morris advises two SPACs, ESH Acquisition Corp. and Global Blockchain Acquisition Corp. on a limited basis (approximately four hours per quarter combined) as a consultant and their Chief Financial Officer. Prior to joining us, Mr. Morris served as Chief Financial Officer at Imageware Systems, Inc. from May 2020 to December 2020, and from August 2015 to February 2020 he led principal investments and structuring as President and Senior Managing Director at a large private family office. Prior to that, at Blackstone Group, Inc., he focused on telecom and technology investments and served on the board of SunGard AS. From 2005 to 2012 Mr. Morris was part of the TMT Investment Banking Group of Credit Suisse. Mr. Morris began his career in 1997 within the private equity division of Lombard, Odier et Cie, private bank in Switzerland and subsequently went to work as an associate at GAIN Capital, a currency hedge fund from 1999 to 2003. Mr. Morris earned his B.S. in Economics and Finance from the University of Virginia and his M.B.A. from Georgetown University. Based on Mr. Morris’ position as the Chief Financial Officer, and his executive level financial experience, our board of directors believes that Mr. Morris has the appropriate set of skills to serve as a member of the board.

~~David~~William ~~Gust~~P. ~~has~~Jennings, Jr. has served as a member of our board of directors since ~~May~~July 3129, ~~2013~~2025. ~~Since~~He ~~January~~was 1,a ~~2021,~~consultant ~~Mr. Gust has held the position~~ of ~~Chief~~ours ~~Executive Office~~for ofabout ~~Alternative~~six ~~Claims~~months, ~~Management~~ ending in ~~Winter~~January ~~Park~~2025, ~~Florida,~~during ~~and~~which ~~since~~he ~~February~~advised ~~2019,~~us ~~Mr.~~on ~~Gust~~setting ~~has~~up ~~also~~and ~~served~~maintaining asdisclosure ~~Managing~~controls ~~Director~~ and ~~Chief~~procedures ~~Financial~~over ~~Officer~~financial reporting in preparation for ~~Frontline~~us ~~Performance~~becoming ~~Group~~a ~~From~~public ~~October~~company. ~~2006~~Prior to ~~February~~consulting ~~2019~~for us, Mr. ~~Gust~~Jennings ~~held~~had ~~the~~entered ~~position~~retirement ofbeginning ~~vice~~in ~~president~~May 2023. atPrior ~~Hilton~~to ~~Worldwide~~retirement, ~~Inc~~Mr., ~~working~~Jennings inwas ~~marketing~~a ~~innovation~~consultant for RSM from January 2019 to April 2023 where he supported financial accounting outsourcing and ~~new~~controllership ~~product~~functions ~~introduction~~for clients across various sectors. ~~Prior~~From to2016 ~~Hilton,~~through 2018 Mr. ~~Gust~~Jennings was ~~the~~responsible ~~Chief~~for ~~Executive~~all financial ~~Officer~~reporting and accounting services at Senior Care Centers of ~~MegaMedia~~America. ~~Networks/MegaChannels~~Mr.~~com~~ Jennings previously held senior finance roles at IBM-acquired Fiberlink, anRoch ~~online~~Capital, ~~streaming~~and ~~video~~Orthovita, ~~portal~~where ~~for~~he 2led ~~years~~finance transformations, ~~Vice~~ERP ~~President~~implementations, and M&A support and as VP of Finance at ~~Hard~~Case ~~Rock~~Interactive Media / Asset International, led financial operations through multiple acquisitions during private equity-backed growth, ~~leading~~helping transform the ~~brand~~company ~~management~~into ofa ~~104~~global ~~cafes~~B2B indata 34and ~~countries~~media ~~for~~platform. ~~almost~~Earlier 4in ~~years~~his career, ~~and~~served ~~with~~as ~~the~~Director ~~Walt~~of Financial Reporting at Capital Cities/ABC (Disney), ~~Company~~overseeing consolidation and reporting for ~~over~~a 13$500M ~~years,~~subsidiary ~~most recently~~with asinternational ~~the~~operations. ~~Vice~~Mr. ~~President~~Jennings has over 30 years of ~~Business~~experience ~~Development,~~guiding ~~working~~financial onstrategy, ~~such~~reporting ~~projects~~and asoperational ~~Disney~~execution ~~Vacation~~across ~~Club~~public, ~~ESPN~~private ~~Zone,~~and ~~EuroDisney,~~PE-backed ~~Walt~~companies. ~~Disney~~Mr. ~~World~~Jennings ~~Master~~has ~~Planning~~extensive experience in M&A support, system implementations and ~~the~~driving ~~infrastructure~~efficiency ~~development~~across ofsectors ~~various~~including ~~resorts~~SaaS, healthcare, media, and manufacturing. Mr. ~~Gust~~Jennings ~~received~~earned ahis ~~bachelor’s~~B.A. ~~degree~~in Criminal Justice from LaSalle University and his M.B.A. in ~~finance~~Finance from ~~Eastern~~Widener ~~Illinois~~ University. Mr. Jennings was also a Certified Public Accountant (retired 2021). Based on Mr. ~~Gust~~Jennings’s extensive experience in, and in-depth understanding ~~for~~of ~~marketing~~accounting and finance, our board of directors believes that Mr. ~~Gust~~Jennings has the appropriate set of skills to serve as a member of ~~the~~our board of directors.

Family Relationships

There are no family relationships among our directors or executive officers.

Director Independence

~~Upon~~We ~~the~~are ~~completion~~a ~~of this~~“controlled ~~offering~~company” under Nasdaq, wecorporate ~~expect~~governance ~~that~~standards because more than 50% of the voting power of our Class A common stock ~~will~~is beheld by ~~listed~~William onA. ~~Nasdaq~~Mobley, Jr. A “controlled company” may elect not to comply with certain Nasdaq ~~rules~~corporate ~~require~~governance astandards, including ~~majority~~the ofrequirement that: (i) a ~~listed~~majority ~~company’s~~of our board of directors toconsists ~~be comprised~~ of “independent directors,” ~~within~~as ~~one~~defined ~~year~~under Nasdaq ofrules; ~~listing.~~(ii) Inwe ~~addition,~~have ~~the~~a ~~Nasdaq~~nominating ~~rules~~and ~~require~~corporate ~~that,~~governance ~~subject to~~committee ~~specified~~that ~~exceptions,~~is ~~each~~composed ~~member~~entirely of independent directors with a ~~listed~~written charter ~~company~~addressing the committee’s ~~audit,~~purpose ~~compensation~~ and ~~nominating~~responsibilities; and ~~corporate~~(iii) ~~governance~~we ~~committees be~~have ~~independent~~a ~~and~~compensation ~~that audit~~ committee ~~members~~that ~~also~~is ~~satisfy~~composed ~~independence~~entirely of ~~criteria~~independent ~~set~~directors ~~forth~~with ina ~~Rule~~written ~~10A-3~~charter ~~under~~addressing the ~~Exchange~~committee’s ~~Act~~purpose and responsibilities. WeIn reliance upon the foregoing ~~expect~~exemptions, toa ~~appoint~~majority ~~two~~of ~~additional~~our board of directors ~~who~~currently ~~are~~does not consist of independent ~~under~~directors, ~~Nasdaq~~we ~~rules~~do tonot have a Nominating and Corporate Governance committee, and our ~~board~~Compensation Committee is not composed entirely of independent directors. ~~subject~~We tomay ~~and~~use ~~effective~~any ~~upon~~of these exemptions for so long as we are a controlled company. Accordingly, you will not have the ~~listing~~same protections afforded to shareholders of companies ~~our~~that ~~common~~are ~~stock~~subject onto all of the corporate governance requirements of Nasdaq.

~~Our~~The ~~board~~“controlled ofcompany” exception ~~directors~~does ~~has reviewed~~not modify the independence ofrequirements ~~our~~for ~~directors~~the Audit Committee, asand ~~well~~we asintend ~~our~~to ~~director~~comply ~~nominees~~with ~~who~~the ~~will~~requirements ~~join~~of ~~our~~Sarbanes-Oxley Act ~~board~~and Nasdaq. The rules of ~~directors~~Nasdaq ~~upon~~permit the ~~closing~~composition of our Audit Committee to be phased-in as follows: (i) one independent committee member at the ~~offering,~~time ~~based~~our Class A shares are listed on ~~the~~Nasdaq; ~~listing~~(ii) ~~standards~~a majority of ~~Nasdaq.~~independent ~~Based~~committee onmembers ~~this~~after ~~review~~May 12, ~~our~~2026; ~~board~~and of(iii) all ~~directors~~independent ~~determined~~committee ~~that~~members Mrafter February 11, 2027. ~~David~~Thereafter, ~~Gust~~we ~~is independent~~will ~~within~~be ~~the~~required ~~meaning~~to have an Audit Committee composed entirely of ~~Nasdaq~~independent ~~rules~~directors. InWe ~~making~~expect ~~this~~to ~~determination,~~appoint two independent directors to our board prior to the end of ~~directors~~our ~~considered~~fiscal ~~the~~year ~~relationships~~end ~~that~~on June ~~this~~30, ~~non-employee~~2026. ~~director~~If ~~has~~at ~~with~~any ustime ~~and~~we ~~all~~cease ~~other~~to ~~facts~~be ~~and~~a ~~circumstances~~“controlled company” under Nasdaq rules, our board of directors ~~deemed~~will ~~relevant~~take inall ~~determining his~~action ~~independence.~~necessary Asto ~~required~~comply ~~under~~with the applicable Nasdaq rules, weincluding ~~anticipate~~appointing ~~that~~a ~~our~~majority of independent directors ~~will~~to ~~meet~~our inboard ~~regularly~~of ~~scheduled~~directors ~~executive~~and ~~sessions~~establishing atcertain ~~which~~committees ~~only~~composed entirely of independent directors, ~~are~~subject ~~present~~to a permitted “phase-in” period.

Our board of directors has reviewed the independence of our directors based on the listing standards of Nasdaq. Based on this review, our board of directors determined that William P. Jennings, Jr. is independent within the meaning of Nasdaq rules. In making this determination, our board of directors considered the relationships that this non-employee director has with us and all other facts and circumstances our board of directors deemed relevant in determining his independence. As required under applicable Nasdaq rules, we anticipate that our independent directors will meet in regularly scheduled executive sessions at which only independent directors are present.

Board Committees

Our board of directors has established standing committees in connection with the discharge of its responsibilities. These committees include an Audit Committee, ~~a Compensation Committee~~ and a ~~Nominating~~Compensation ~~and Corporate Governance~~ Committee. Our board of directors has adopted a written charter for the Audit Committee, but in reliance on the exemption ~~each~~available offor controlled companies, the ~~committees~~Compensation Committee will not have a written charter addressing the ~~respective~~ committee’s purpose and responsibilities. ~~Upon~~A ~~completion~~copy of ~~this offering, a copy of~~ the ~~charters~~charter for ~~each~~the ofAudit ~~these~~Committee ~~three~~is ~~committees will be~~ available on our website. Our board of directors may establish other ~~committees~~ committees as it deems necessary or appropriate from time to time.

Audit Committee

The Audit Committee will be responsible for, among other matters:

	●	appointing, compensating, retaining, evaluating, terminating, and overseeing our independent registered public accounting firm;

	●	discussing with our independent registered public accounting firm the independence of its members from its management;

	●	reviewing with our independent registered public accounting firm the scope and results of their audit;

	●	approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm;

	●	overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the SEC;

	●	reviewing and monitoring our accounting principles, accounting policies, financial and accounting controls, and compliance with legal and regulatory requirements;

	●	coordinating the oversight by our board of directors of our code of business conduct and our disclosure controls and procedures

	●	establishing procedures for the confidential or anonymous submission of concerns regarding accounting, internal controls or auditing matters; and

	●	reviewing and approving related-person transactions.

~~Upon completion~~Our ~~of this offering, our~~ Audit Committee ~~will~~currently consists ~~consist~~ of MrWilliam P. ~~David~~Jennings, ~~Gust~~Jr. Rule 10A-3 under the Exchange Act ~~require~~required us to have one independent Audit Committee member ~~upon~~when we became subject to Section 12 under the ~~listing~~Exchange ofAct ~~our~~on ~~common~~February ~~stock~~11, a2026. ~~majority~~The ofrule ~~independent~~also ~~directors~~requires ~~within~~us 90to ~~days~~have a majority of ~~the~~independent ~~date~~committee ofmembers ~~this~~after ~~prospectus~~May 12, 2026, and all independent ~~Audit~~committee ~~Committee~~ members ~~within~~after ~~one~~February ~~year~~11, ~~of the date of this prospectus~~2027. Our board of directors has affirmatively determined that MrWilliam P. ~~David~~Jennings, ~~Gust~~Jr. meets the definition of “independent director” for purposes of serving on an Audit Committee under Rule 10A-3 and Nasdaq rules. Our board of directors has also affirmatively determined that ~~none~~William ofP. ~~our~~Jennings, ~~independent directors~~Jr. ~~qualify~~qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K.

Compensation Committee

The Compensation Committee will be responsible for, among other matters:

	●	reviewing key employee compensation goals, policies, plans and programs;

	●	reviewing and approving the compensation of our directors and executive officers;

	●	reviewing and approving employment agreements and other similar arrangements between us and our executive officers; and

	●	appointing and overseeing any compensation consultants or advisors.

~~Upon~~Our ~~completion of this offering, our~~ Compensation Committee consists ~~will consist~~ of MrWilliam A. ~~David~~Mobley, ~~Gust~~Jr. ~~The~~and ~~Nasdaq~~William ~~rules~~P. ~~require~~Jennings, usJr. toAs ~~have~~a ~~one~~controlled ~~independent~~company, ~~Compensation~~we ~~Committee member~~rely upon the ~~listing~~exemption offrom ~~our common stock, a majority of independent directors within 90 days of~~ the ~~date of this prospectus and all~~requirement ~~independent~~that our Compensation Committee ~~members~~be ~~within~~composed ~~one~~entirely ~~year~~ of ~~the~~independent ~~date of this prospectus~~directors.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee will be responsible for, among other matters:

● identifying, reviewing and evaluating candidates to serve on our board of directors consistent with criteria approved by our board of directors; ● evaluating director performance on our board of directors and applicable committees of our board of directors and determining whether continued service on its board of directors is appropriate; ● evaluating, nominating and recommending individuals for membership on our board of directors; and ● evaluating nominations by shareholders of candidates for election to our board of directors.

Upon completion of this offering, our Nominating and Corporate Governance Committee will consist of Mr. David Gust. The Nasdaq rules require us to have one independent Nominating and Corporate Governance Committee member upon the listing of our common stock, a majority of independent directors within 90 days of the date of this prospectus and all independent Nominating and Corporate Governance Committee members within one year of the date of this prospectus.

Risk Oversight

Our board of directors will oversee a company-wide approach to risk management. Our board of directors will determine the appropriate risk level for us generally, assess the specific risks faced by us and review the steps taken by management to manage those risks. While our board of directors will have ultimate oversight responsibility for the risk management process, its committees will oversee risk in certain specified areas.

Specifically, our Compensation Committee will be responsible for overseeing the management of risks relating to our executive compensation plans and arrangements, and the incentives created by the compensation awards it administers. Our Audit Committee will oversee management of ~~enterprise risks and~~ financial risks, as well as potential conflicts of interests. Our board of directors will be responsible for overseeing the management of enterprise risks and risks associated with the independence of our board of directors.

Term of Office

Our ~~amended~~current second amended and restated ~~articles of~~bylaws ~~incorporation~~ provide that ~~our~~the ~~board~~term of ~~directors will be classified into three classes of directors as nearly equal in number as possible, designated: Class I, Class II and Class III, with~~ each director ~~serving~~expires ~~for a term ending on the date of the third succeeding annual meeting following the annual meeting~~ at ~~which such director was elected, or until their successor shall have been duly elected and qualified. Mr. Mobley’s current term as a director was to end on~~ the date of our annual meeting in 2021. However, since we did not have an annual meeting after our fiscal years ended June 30, 2021, 2022 or 2023, Mr. Mobley’s current term as a director ends on the date of our next annual meeting. ~~Mr. Gust’s current term as a director was to end on the date~~ of ~~our~~shareholders ~~annual meeting in 2022, however it will now end on the date of our annual meeting immediately~~ following ~~our~~his ~~next~~or ~~annual~~her ~~meeting. Mr. Morris’ current term as a director~~election ~~was~~or tountil ~~end~~his onor ~~the~~her ~~date~~successor ofis ~~our~~elected ~~annual~~and ~~meeting in 2023, however it will now end on the date of our annual meeting immediately following the annual meeting at which Mr~~qualifies. ~~Gust’s current term as a director ends.~~

Compensation Committee Interlocks and Insider Participation

All compensation and related matters ~~after~~are ~~this offering will be~~ reviewed by our Compensation Committee.

Code of ~~Business~~Ethics ~~Conduct~~ and ~~Ethics~~Conduct

~~Upon~~Our ~~or prior to completion of this offering, our~~ board of directors ~~will~~has adopted ~~adopt~~ a Code of ~~Business~~Ethics ~~Conduct~~ and ~~Ethics~~Conduct that applies to our directors, officers and employees. ~~Upon~~A ~~completion of this offering, a~~ copy of this code ~~will~~is be available on our website. We intend to disclose on our website any amendments to the Code of ~~Business~~Ethics ~~Conduct~~ and ~~Ethics~~Conduct and any waivers of the Code of ~~Business~~Ethics ~~Conduct~~ and ~~Ethics~~ Conduct that apply to our principal executive officer, principal financial officer, principal accounting officer, controller or ~~persons~~people performing similar functions.

4859

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table provides information regarding the compensation paid during the ~~fiscal~~ years ended June 30, ~~2023~~2025, and ~~2022~~2024, to our principal executive officer, principal financial officer and certain of our other executive officers, who are collectively referred to as “named executive officers” elsewhere in this prospectus.

Name and Principal Position	Year	Salary	~~Salary~~			Option Awards	~~Bonus~~		All Other Compensation	~~Option Awards~~			Total	~~All Other Compensation~~			~~Total~~
William A. Mobley, Jr.	~~2023~~2025	$	$250,000	~~250,000~~		$	$-	-	$	$30,000	-(1)		$	$280,000	~~30,000~~	~~(1)~~	$	~~280,000~~
Chief Executive Officer	~~2022~~2024	$	$250,000	~~250,000~~		$	$-	-	$	$30,000	-(1)		$	$280,000	~~30,000~~	~~(1)~~	$	~~280,000~~
Jonathan Morris	2023		$	250,000			$	-		$	-			$	-		$	250,000
Christopher Savine	2025	$	207,500			$	83,200	(3)	$	-			$	290,700
Chief Financial Officer	2022		$	250,000			$	-		$	-			$	-		$	250,000
Chief Operating Officer	2024	$	11,538	(2)		$	105,245	(3)	$	-			$	116,783
Gary Engel	2023		$	32,308	(2)		$	-		$	7,666	(3)		$	-		$	39,974
Jonathan Morris	2025	$	256,300			$	-		$				$	256,300
Chief Marketing Officer	2022		$	-			$	-		$	-			$	-		$	-
Chief Financial Officer	2024	$	250,000			$	-		$	-			$	250,000

(1)	Consists of an automobile allowance.
(2)	Employment began May 113, ~~2023~~2024, represents pro-rata annual salary of $~~210~~200,000.
(3)	Represents anonqualified ~~warrant~~stock options to purchase 2512,~~000~~504 shares of our Class A common stock, exercisable at $38.00 per share, and incentive stock options to purchase 24,996 shares of our Class A common stock, exercisable at $8.00 per share, issued in connection with entering into an employment agreement, effective May 113, ~~2023~~2024. The ~~warrant~~amount ~~vests~~in ~~ratably~~the ~~over~~table 12above ~~months~~reflects ~~and~~the ~~may~~total bestock-based ~~exercised~~compensation inrecorded ~~whole~~during orthe infiscal ~~part~~year atfor ~~any~~the ~~time~~equity orawards ~~from~~under ~~time~~ASC to718 ~~time~~stock-based ~~from~~compensation. ~~the~~See ~~vesting~~discussion ~~date~~of upStock toBased Compensation, Warrants and ~~including~~Warrant ~~May~~Modifications 1,in ~~2026~~footnote 8 of the financial statements for further detail.

Equity Compensation Plan Information

The following table sets forth information as of June 30, ~~2023~~2025, about shares of our Class A common stock outstanding and available for issuance under our 2021 Incentive ~~Award~~ Award Plan.

Number of securities to be issued upon exercise of outstanding options and rights

Weighted- average exercise price of outstanding options, warrants, and rights

Number of securities remaining available for future issuance under the current equity compensation plan

2021 Incentive Award Plan (1)(2)

1953,~~615,324~~892

24.0048

42,~~384~~046,~~676~~108

(1)	Plan was approved by our board of directors on June 25, 2021 for officers, employees, directors and consultants, and was approved by our shareholders on June 10, 2022.
(2)	The plan authorizes the granting of stock options and other awards to purchase up to 6,000,000 shares of our common stock.

(1)	The plan was approved by our board of directors on June 25, 2021, for officers, employees, directors and consultants, and was approved by our shareholders on June 10, 2022.

49(2) The plan authorizes the granting of stock options and other awards to purchase up to 3,000,000 shares of our Class A common stock.

2021 Incentive Award Plan

We have adopted a 2021 Incentive Award Plan (“Award Plan”), which became effective on June 25, 2021, and was approved by our shareholders on June 10, 2022. The principal purpose of the Award Plan is to attract, retain and motivate selected employees, consultants and directors through the granting of stock-based compensation awards and cash-based performance bonus awards. The material terms of the Award Plan are summarized below.

Share Reserve. Under the Award Plan, 63,000,000 shares of our Class A common stock will be initially reserved for issuance pursuant to a variety of stock-based ~~compensation~~ compensation awards, including stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance bonus awards, performance stock unit awards, dividend equivalents or other stock or cash-based awards.

The following counting provisions will be in effect for the share reserve under the Award Plan:

● to the extent that an award expires, lapses or is terminated, converted into an award in respect of shares of another entity in connection with a spin-off or other similar event, exchanged for cash, surrendered, repurchased or cancelled, in any case, in a manner that results in ~~the~~us ~~company~~ acquiring the underlying shares at a price not greater than the price paid by the participant or not issuing the underlying shares, such unused shares subject to the award at such time will be available for future grants under the Award Plan; ● to the extent shares are tendered or withheld to satisfy any tax withholding obligation with respect to any award under the Award Plan, such tendered or withheld shares will be available for future grants under the Award Plan; ● to the extent shares subject to stock appreciation rights are not issued in connection with the stock settlement of stock appreciation rights on exercise thereof, such shares will be available for future grants under the Award Plan; ● the payment of dividend equivalents in cash in conjunction with any outstanding awards will not be counted against the shares available for issuance under the Award Plan; and ● shares issued in assumption of, or in substitution for, any outstanding awards of any entity acquired in any form of combination by us or any of our subsidiaries will not be counted against the shares available for issuance under the Award Plan.

In addition, the sum of the grant date fair value of all equity-based awards and the maximum that may become payable pursuant to all cash-based awards to any individual for services as a non-employee director during any calendar year may not exceed $50,000.

Administration. The compensation committee of our board of directors is expected to administer the Award Plan unless our board of directors assumes authority for administration. The board of directors may delegate its powers to a committee, which, to the extent required to comply with Rule 16b-3, is intended to be ~~comprised~~composed of “non-employee directors” for purposes of Rule 16b-3 under the Exchange Act. ~~The~~ The Award Plan provides that the board of directors or leadership development, belonging and compensation committee may delegate its authority to grant awards other than to individuals subject to Section 16 of the Exchange Act or officers or directors to whom authority to grant awards has been delegated.

Subject to the terms and conditions of the Award Plan, the administrator has the authority to select the ~~persons~~people to whom awards are to be made, to determine the number of shares to be subject to awards and the terms and conditions of awards, and to make all other determinations and to take all other actions necessary or advisable for the administration of the Award Plan. The administrator is also authorized to adopt, amend or rescind rules relating to administration of the Award Plan. Our board of directors may at any time remove the leadership development, belonging and compensation committee as the administrator and revest in itself the authority to administer the Award Plan.

5061

Eligibility. Awards under the Award Plan may be granted to individuals who are then our officers, employees or consultants or are the officers, employees or consultants of certain of our subsidiaries. Such awards also may be granted to our directors. However, only employees of our company or certain of our subsidiaries may be granted incentive stock options, or ISOs.

Awards. The Award Plan provides that the administrator may grant or issue stock options, SARs, restricted stock, restricted stock unit awards, performance bonus awards, performance stock units, other stock- or cash-based awards and dividend equivalents, or any combination thereof. Each award will be set forth in a separate agreement with the person receiving the award and will indicate the type, terms and conditions of the award.

● ~~Nonstatutory~~Non-statutory Stock Options, or NSOs, will provide for the right to purchase shares of our Class A common stock at a specified price which may not be less than fair market value on the date of grant, and usually will become exercisable (at the discretion of the administrator) in one or more installments after the grant date, subject to the participant’s continued employment or service with us and/or subject to the satisfaction of corporate performance targets and individual performance targets established by the administrator. NSOs may be granted for any term specified by the administrator that does not exceed ten years. ● Incentive Stock Options, or ISOs, will be designed in a manner intended to comply with the provisions of Section 422 of the Code and will be subject to specified restrictions contained in the Code. Among such restrictions, ISOs must have an exercise price of not less than the fair market value of a share of Class A common stock on the date of grant, may only be granted to employees, and must not be exercisable after a period of ten years measured from the date of grant. In the case of an ISO granted to an individual who owns (or is deemed to own) at least 10% of the total combined voting power of all classes of our capital stock, the Award Plan provides that the exercise price must be at least 110% of the fair market value of a share of Class A common stock on the date of grant and the ISO must not be exercisable after a period of five years measured from the date of grant. ● Restricted Stock may be granted to any eligible individual and made subject to such restrictions as may be determined by the administrator. Restricted stock typically may be forfeited for no consideration or repurchased by us at the original purchase price if the conditions or restrictions on vesting are not met. In general, restricted stock may not be sold or otherwise transferred until restrictions are removed or expire. Purchasers of restricted stock, unlike recipients of options, will have voting rights and will have the right to receive dividends, if any, prior to the time when the restrictions lapse; however, extraordinary dividends will generally be placed in escrow, and will not be released until restrictions are removed or expire. ● Restricted Stock Units may be awarded to any eligible individual, typically without payment of consideration, but subject to vesting conditions based on continued employment or service or on performance criteria established by the administrator. Like restricted stock, restricted stock units may not be sold, or otherwise transferred or hypothecated, until vesting conditions are removed or expire. Unlike restricted stock, stock underlying restricted stock units will not be issued until the restricted stock units have vested, and recipients of restricted stock units generally will have no voting or dividend rights prior to the time when vesting conditions are satisfied. ● Stock Appreciation Rights, or SARs, may be granted in connection with stock options or other awards, or separately. SARs granted in connection with stock options or other awards typically will provide for payments to the holder based upon increases in the price of our Class A common stock over a set exercise price. The exercise price of any SAR granted under the Award Plan must be at least 100% of the fair market value of a share of our Class A common stock on the date of grant. SARs under the Award Plan will be settled in cash or shares of our Class A common stock, or in a combination of both, at the election of the administrator.

51● Performance Bonus Awards and Performance Stock Units are denominated in cash or shares/unit equivalents, respectively, and may be linked to one or more performance or other criteria as determined by the administrator.

● Performance Bonus Awards and Performance Stock Units are denominated in cash or shares/unit equivalents, respectively, and may be linked to one or more performance or other criteria as determined by the administrator. ● Other Stock- or Cash-Based Awards are awards of cash, fully vested shares of our common stock and other awards valued wholly or partially by referring to, or otherwise based on, shares of our common stock. Other stock- or cash-based awards may be granted to participants and may also be available as a payment form in the settlement of other awards, as standalone payments and as payment in lieu of base salary, bonus, fees or other cash compensation otherwise payable to any individual who is eligible to receive awards. The administrator will determine the terms and conditions of other stock- or cash-based awards, which may include vesting conditions based on continued service, performance and/or other conditions. ● Dividend Equivalents represent the right to receive the equivalent value of dividends paid on shares of our common stock and may be granted alone or in tandem with awards other than stock options or SARs. Dividend equivalents are converted to cash or shares by such formula and such time as determined by the administrator. In addition, dividend equivalents with respect to an award subject to vesting will either (i) to the extent permitted by applicable law, not be paid or credited or (ii) be accumulated and subject to vesting to the same extent as the related award.62

●

Other Stock- or Cash-Based Awards are awards of cash, fully vested shares of our Class A common stock and other awards valued wholly or partially by referring to, or otherwise based on, shares of our Class A common stock. Other stock- or cash-based awards may be granted to participants and may also be available as a payment form in the settlement of other awards, as standalone payments and as payment in lieu of base salary, bonus, fees or other cash compensation otherwise payable to any individual who is eligible to receive awards. The administrator will determine the terms and conditions of other stock- or cash-based awards, which may include vesting conditions based on continued service, performance and/or other conditions.

●

Dividend Equivalents represent the right to receive the equivalent value of dividends paid on shares of our Class A common stock and may be granted alone or in tandem with awards other than stock options or SARs. Dividend equivalents are converted to cash or shares by such formula and such time as determined by the administrator. In addition, dividend equivalents with respect to an award subject to vesting will either (i) to the extent permitted by applicable law, not be paid or credited or (ii) be accumulated and subject to vesting to the same extent as the related award.

Any award may be granted as a performance award, meaning that the award will be subject to vesting and/or payment based on the attainment of specified performance goals.

The Award Plan also provides that unless otherwise provided by administrator or otherwise directed by the holder of an option or SAR, each vested and exercisable option and SAR outstanding on the automatic exercise date with an exercise price per share that is less than the fair market value per share as of such date will automatically be exercised on such date.

Adjustments of Awards. The administrator has broad discretion to take action under the Award Plan, as well as make adjustments to the terms and conditions of existing and future awards, to prevent the dilution or enlargement of intended benefits and facilitate necessary or desirable changes in the event of certain transactions and events affecting our Class A common stock, such as stock dividends, stock splits, mergers, acquisitions, consolidations, and other corporate transactions. In addition, in the event of certain non-reciprocal transactions with our shareholders known as “equity restructurings,” the administrator will make equitable adjustments to the Award Plan and outstanding awards.

Change in Control. In the event of a change in control, unless the administrator elects to terminate an award in exchange for cash, rights or other property, or cause an award to accelerate in full prior to the change in control, such award will continue in effect or be assumed or substituted by the acquirer, provided that any performance-based portion of the award will be subject to the terms and conditions of the applicable award agreement. In the event the acquirer refuses to assume or replace awards granted, prior to the consummation of such transaction, awards issued under the Award Plan (other than any portion subject to performance-based vesting) will be subject to accelerated vesting such that 100% of such awards will become vested and exercisable or payable, as applicable. The administrator may also make appropriate adjustments to awards under the Award Plan and is authorized to provide for the acceleration, cash-out, termination, assumption, substitution or conversion of such awards in the event of a change in control or certain other unusual or nonrecurring events or transactions.

Amendment and Termination. The administrator may terminate, amend or modify the Award Plan at any time and from time to time. However, we must generally obtain shareholder approval to the extent required by applicable law, rule or regulation (including any applicable stock exchange rule), and generally no amendment may materially and adversely affect any outstanding award without the affected participant’s consent. Notwithstanding the foregoing, an option may be amended to reduce the per share exercise price below the per share exercise price of such option on the grant date and options may be granted in exchange for, or in connection with, the cancellation or surrender of options having a higher per share exercise price without receiving additional shareholder approval.

No incentive stock options may be granted pursuant to the Award Plan after the tenth anniversary of the effective date of the Award Plan. Any award that is outstanding on the termination date of the Award Plan will remain in force according to the terms of the Award Plan and the applicable award agreement.

~~Overview of Our Fiscal 2023 and 2022 Executive Compensation~~ 63

~~Our~~Overview ~~executive compensation program consisted~~ of ~~the~~Our ~~following~~Fiscal ~~components~~2025 ofand ~~compensation~~2024 inExecutive ~~2023 and 2022:~~Compensation

Our executive compensation program consisted of the following components of compensation in fiscal years 2025 and 2024:

Base Salary. Each named executive officer receives a base salary for the expertise, skills, knowledge and experience they offer to our management team. Base salaries are periodically adjusted to reflect:

● The nature, responsibilities, and duties of the officer’s position; ● The officer’s expertise, demonstrated leadership ability, and prior performance; ~~● The officer’s salary history and total compensation, including annual cash incentive awards and annual equity incentive awards; and ● The competitiveness of the officer’s base salary.~~

~~Each~~● ~~named~~The ~~executive~~ officer’s ~~base~~ salary ~~for~~history ~~the~~and ~~fiscal~~total ~~year~~compensation, ofincluding ~~2023~~annual ~~and~~cash ~~2022~~incentive isawards ~~listed~~and inannual ~~the~~equity ~~2023~~incentive awards; and ~~2022~~● ~~Summary~~The ~~Compensation~~competitiveness ~~Table~~of the officer’s base salary.

Each named executive officer’s base salary for the fiscal year of 2025 and 2024 is listed in the 2025 and 2024 Summary Compensation Table.

Equity Incentive Awards.

Pursuant to the Award Plan, we granted MrWilliam A. Mobley, Jr. options to purchase an aggregate of ~~250~~125,~~008~~004 shares of our Class B common stock at an exercise price of $24.00 per share on June 25, 2021. A total of 4120,~~668~~834 options vested on July 1, 2021, and then 1/18th of the remaining unvested options ~~vest~~ vested on the first day of each month, beginning August 1, 2021, and ~~continuing~~continued each successive month until the option was is 100% vested.

We issued Mr. Mobley warrants to purchase an aggregate of 105,000,000 shares of our Class B common stock at an exercise price of $0.2550 per share in 2012, all of which ~~expired~~ expired on or prior to December 30, 2022. On June 15, 2023, we issued Mr. Mobley new warrants to purchase an aggregate of 105,000,000 shares of of our Class B common stock at an exercise price of $0.2550 per share in exchange for the expired warrants. ~~The~~On May 16, 2024, we modified the outstanding warrants ~~are~~held ~~immediately~~by Mr. Mobley to be exercisable into Class B common stock and ~~expire~~exercisable on ~~December~~a 31cashless basis. Mr. Mobley exercised all of the warrants on a cashless basis on May 17, ~~2025~~2024.

Pursuant to the Award Plan, we granted Mr. Morris options to purchase an aggregate of ~~250~~125,~~008~~004 shares of our Class A common stock at an exercise price of $24.00 per share on June 25, 2021. A total of 4120,~~668~~834 options vested on July 1, 2021, and then 1/18th of the remaining unvested options ~~vest~~ vested on the first day of each month, beginning August 1, 2021, and ~~continuing~~continued each successive month until the option iswas 100% vested.

We sold Mr. Morris, for $~~50.00~~100, warrants to purchase ~~100~~50,000 shares of our Class A common stock at an exercise price of $13.7550 per share. The warrants vested ratably over 12 months from May 29, 2020, and expired on May 29, 2023. On June 15, 2023, we issued Mr. Morris new warrants to purchase ~~100~~50,000 shares of our Class A common stock at an exercise price of $13.7550 per share in exchange for the expired warrants. The 50,000 warrants ~~are~~also ~~immediately~~expired without ~~exercisable~~being ~~and~~exercised, ~~expire~~ on December 31, 2025.

WePursuant ~~issued~~to the Award Plan, we granted Mr. ~~Engel~~Savine ~~warrants~~ options to purchase 25an aggregate of 37,~~000~~500 shares of our Class A common stock, ~~exercisable~~ at an exercise price of $38.00 per share, inon ~~connection with entering into an employment agreement, effective~~ May 113, ~~2023~~2024. The ~~warrant~~options ~~vests~~vest ratably over 1224 months and may be exercised in whole or in part at any time or from time to time from the vesting date up to and including May 113, ~~2026~~2034.

~~Other~~We ~~Benefits~~issued Mr. WeSavine warrants ~~are~~to ~~obligated~~purchase to100,000 ~~provide~~shares toof ~~one~~our orClass ~~more~~A ofcommon ~~the~~stock, ~~named~~exercisable ~~executive~~at ~~officers~~$2.00 per share, in connection with entering into an ~~automobile~~employment agreement, ~~allowance~~effective May 13, 2024. InThe warrant vested ratably over 12 months and was exercisable in whole or in part at any time or from time to time from the ~~fiscal~~vesting ~~year~~date ~~ended~~up ~~June~~to 30and including May 13, 2027. The warrant was subsequently terminated and cancelled in connection ~~2023,~~with wean ~~paid~~amendment to Mr. ~~Mobley~~Savine’s anemployment ~~automobile~~agreement ~~allowance~~on ofNovember ~~$30~~15,~~000~~ 2024.

53Other Benefits. We are obligated to provide to one or more of the named executive officers with an automobile allowance. In the year ended June 30, 2025, we paid Mr. Mobley an automobile allowance of $30,000.

Employment Agreements

On July 1, 2013, we entered into an employment agreement with William A. Mobley, Jr., pursuant to which Mr. Mobley agreed to act as our Chief Executive Officer, which employment agreement was initially amended on July 1, 2014, and amended for a second time on July 1, 2019 (as amended, the “Mobley Employment Agreement”). Pursuant to the terms of the Mobley Employment Agreement, Mr. Mobley is entitled to receive an annual salary of $250,000 and an automobile allowance of $2,500 per month. ~~The term of the Mobley Employment Agreement continues until June 30, 2024.~~ An annual cash bonus may be paid at the discretion of our board of directors. Pursuant to the terms of the Mobley Employment Agreement, Mr. Mobley may only be terminated by us upon his death, disability or for cause, as defined in the Mobley Employment Agreement. The term of the Mobley Employment Agreement expired on June 30, 2024. We expect to enter into a new employment agreement with Mr. Mobley prior to the end of our current fiscal year. Until then, both parties have verbally agreed that Mr. Mobley will continue to be employed, on a month-to-month basis, under the applicable terms and conditions of the Mobley Employment Agreement.

Effective May 2913, ~~2020~~2024, we entered into an employment agreement with Mr. ~~Jonathan~~Christopher ~~Morris~~Savine to serve as our Chief ~~Financial~~Operating Officer (the “~~Morris~~Savine Employment Agreement”). We subsequently entered into an amendment to the Savine Employment Agreement on November 15, 2024 (the “Amendment”). The initial term of the ~~Morris~~Savine Employment Agreement expired on May 2912, ~~2021~~2025. The ~~Morris~~Savine Employment Agreement automatically renews on a month-to-month basis until either party terminates it. Under the ~~Morris~~Savine Employment Agreement, Mr. ~~Morris~~Savine received an annual salary of $~~250~~200,000 during the initial one-year term. Beginning May 13, ~~and~~2025, hehis ~~receives~~annual salary was increased to $~~250~~225,000 ~~per~~and ~~annum~~he ~~thereafter~~now ~~until~~receives a ~~new~~monthly stipend ~~extension~~of is$1,385 ~~executed~~for ~~between~~health ~~the parties~~insurance premiums. In conjunction with Mr. ~~Morris~~Savine entering into the ~~employment~~Savine ~~agreement~~Employment Agreement, we ~~sold~~ issued Mr. ~~Morris,~~Savine ~~for $50.00,~~ a warrant to purchase 100,000 shares of our Class A common stock, exercisable at $12.7500 per share., ~~The~~which ~~warrants~~vests ~~vested~~ ratably over 12 months from the ~~effective~~ date of ~~the Morris Employment Agreement~~issuance, and ~~expired~~expires on May 2913, ~~2023~~2027 (the “Warrant”). WeThe ~~issued~~Warrant was terminated and cancelled in connection with the Amendment. The Amendment also added a provision to the Savine Employment Agreement whereby Mr. ~~Morris~~Savine ~~new~~is ~~warrants~~eligible to receive a performance bonus payable in cash only in an amount equal to ~~purchase~~the fair market value of: (i) 112,500 shares; and (ii) 100,000 warrants ~~shares~~for ofClass ~~our~~A common stock inexercised ~~exchange~~on ~~for~~a ~~the~~cashless ~~expired~~basis ~~warrants~~with an exercise price of $2.00 ~~The~~per ~~new~~share. ~~warrants~~To ~~have~~be eligible for the ~~same~~bonus, Mr. ~~exercise~~Savine ~~price~~must ashave been continuously employed during the ~~expired~~initial ~~warrants~~term, ~~are~~and ~~immediately~~we ~~exercisable and~~must ~~expire~~have onsuccessfully ~~December~~completed 31a liquidity event, ~~2025.~~which may Mroccur after the initial term. ~~Morris~~A ~~also~~liquidity ~~has~~event is defined in the ~~option~~Savine toEmployment ~~receive~~Agreement ~~additional~~as ~~warrants~~either: (i) (a) a merger, consolidation, reorganization, or business combination; or (b) a sale or other disposition of all or substantially all of our assets in ~~lieu~~any single transaction or series of related transactions; or (ii) (a) ~~pro-rated~~a ~~portion~~primary offering of ~~his~~our ~~annual~~Class A common stock by us to the general public through an effective ~~salary~~registration statement filed with the SEC; (b) simultaneous listing of our Class A common stock on aany ~~one~~established ~~warrant~~stock ~~per~~exchange if such common stock was not already listed at the time of such offering; and (c) we receive net proceeds from the offering of not less than $120 million. ~~basis~~If Mr. ~~Each~~Savine ~~such~~becomes ~~additional~~eligible ~~warrant~~for the bonus, it will be paid to him no later than five days after the later of: (a) the end of the initial term and (b) a liquidity event. We also ~~have~~granted anMr. ~~exercise~~Savine ~~price~~non-qualified stock options to purchase 12,504 shares of our Class A common stock, exercisable at $18.~~75,~~00 ~~vest~~per ~~immediately~~share, and ~~expire~~incentive stock options to purchase 24,996 shares of our Class A common stock, 36exercisable ~~months~~at ~~from~~$8.00 per share, in connection with entering into the ~~date~~Savine ofEmployment ~~issuance~~Agreement. An annual bonus may be paid at the discretion of our board of directors. If Mr. ~~Morris~~Savine is terminated by us as a result of death, permanent disability or for cause, ~~or if Mr. Morris terminates his employment for other than good reason,~~ he shall receive payment in respect of compensation earned but not yet paid. If Mr. ~~Morris~~Savine is terminated by us other than due to his death, ~~disability~~ disability or for cause, ~~or if Mr. Morris terminates his employment for good reason,~~ he will receive as severance: (i) continued payment of 12three months of ~~his base~~ salary ~~then~~at ~~in effect; (ii) a lump sum payment of~~ the ~~prorated~~rate ~~portion~~ of ~~any~~$200,000 ~~bonus~~per ~~earned for that year~~annum; and (~~iii~~ii) ~~accelerated~~all ~~vesting of 50% of unvested~~ warrants; and ~~(iv)~~shares ~~continued~~as ~~health~~defined ~~insurance~~in ~~coverage~~the ~~then~~Savine inEmployment ~~effect~~Agreement ~~for~~shall 12immediately ~~months~~vest ~~following~~as of the date of termination. Under the Savine ~~Morris~~ Employment Agreement, while Mr. ~~Morris~~Savine is employed by us and for a period of one year from and after the date that his employment by us ceases or terminates for any reason, he is prohibited from directly or indirectly competing against us.

Effective May 129, ~~2023~~2020, we entered into an employment agreement with Mr. ~~Gary~~Jonathan ~~Engel~~Morris to serve as our Chief ~~Marketing~~Financial Officer (the “~~Engel~~Morris Employment Agreement”). The initial term of the ~~Engel~~Morris Employment Agreement ~~expires~~expired on ~~April~~May 3029, ~~2024~~2021. The ~~Engel~~Morris Employment Agreement automatically renews on a month-to-month basis until either party terminates it. Under the ~~Engel~~Morris Employment Agreement, Mr. ~~Engel~~Morris received an annual salary of $~~210~~250,000 during the initial one-year term, and he receives $~~210~~250,000 per annum thereafter until a new extension is executed between the parties. During fiscal year 2025, the parties amended the agreement to include a monthly stipend of $699 for health insurance premiums. In conjunction with Mr. ~~Engel~~Morris entering into the employment agreement, we ~~issued~~sold ~~him~~Mr. Morris, for $100.00, a warrant to purchase 2550,000 shares of our Class A common stock, exercisable at $3.0050 per share. The ~~warrant~~warrants ~~vests~~vested ratably over 12 months ~~and~~from ~~may~~the beeffective ~~exercised~~date inof ~~whole~~the Morris orEmployment inAgreement ~~part~~and atexpired ~~any~~on ~~time~~May ~~or from~~29, ~~time~~2023. toWe ~~time~~issued ~~from~~Mr. ~~the~~Morris ~~vesting~~new ~~date~~warrants up to ~~and~~purchase ~~including May 1~~50,000 ~~2026.~~shares ~~Mr.~~of ~~Engel~~our isClass ~~also~~A ~~entitled~~common stock toin ~~earn~~exchange afor ~~discretionary~~the ~~commission equal~~expired towarrants. ~~two~~The ~~percent~~new ~~(2%)~~warrants ofhad the ~~pre-tax~~same ~~gross~~exercise ~~revenues~~price ~~driven~~as ~~vertically~~the ~~from~~expired ~~his~~warrants, ~~department~~were onimmediately anexercisable and ~~annualized~~expired ~~basis~~on ~~and~~December ~~paid~~31, to2025. usMr. ~~immediately following~~Morris ~~any~~also orhas ~~all~~the ~~Cost~~option ofto ~~Sales~~receive ~~expenses,~~additional ~~subtractions,~~warrants ~~debts,~~in ~~fees,~~lieu ~~and~~of ~~commissions~~a topro-rated ~~all~~portion ~~third-parties;~~of ~~including~~his annual ~~but~~salary ~~not~~on ~~limited to~~a ~~advertising/media~~one ~~fees,~~warrant ~~content/programming~~per ~~partners,~~$2 ~~distribution/marketing~~basis. ~~vendors,~~Each ~~device~~such ~~manufacturers,~~additional ~~app~~warrant ~~stores,~~will ~~various~~also ~~other partnership~~have ~~payments~~an asexercise ~~may~~price beof ~~determined~~$3.50, invest ~~the~~immediately and ~~sole~~expire ~~discretion~~36 ofmonths from the ~~our~~date ~~board~~ of ~~directors~~issuance. ~~Any~~An ~~such~~annual ~~commission~~bonus ~~shall~~may be paid ~~quarterly following~~at 90the ~~days~~discretion of ~~accounting~~our ~~reconciliations~~board of directors. If Mr. ~~Engel~~ Morris is terminated by us as a result of death, permanent disability or for cause, or if Mr. ~~Engel~~Morris terminates his employment for ~~any~~other than good reason, he shall receive payment in respect of compensation earned but not yet paid. If Mr. ~~Engel~~Morris is terminated by us other than due to his death, disability or for cause, heor ~~shall~~if ~~receive~~Mr. ~~payment~~Morris interminates ~~respect~~his ofemployment ~~compensation earned~~for ~~but~~good ~~not yet paid~~reason, ashe ~~well~~will receive as severance: (i) continued payment of ~~three~~12 months of his base salary then in effect; (ii) a lump sum payment of the prorated portion of any bonus earned for that year; (iii) accelerated vesting of 50% of unvested warrants; and (iv) continued health insurance coverage then in effect for 12 months following the date of termination. Under the ~~Engel~~Morris Employment Agreement, while Mr. ~~Engel~~Morris is employed by us and for a period of one year from and after the date that his employment by us ceases or terminates for any reason, he is prohibited from directly or indirectly competing against us.

5465

Outstanding Equity Awards at Fiscal Year End

The following table sets forth certain information regarding all outstanding equity awards held by our named executive officers as of June 30, ~~2023~~2025.

Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable			Option Exercise Price ($)			Option Expiration Date
William A. Mobley, Jr.		~~250~~125,~~008~~004		-		$	24.00		~~June 24, 2031~~	June 24, 2031
Jonathan Morris		250,008		-		$	2.00		June 24, 2031
Christopher Savine		21,882		15,618	(1)			(1)			(1)
Gary Engel		2,083		22,917	(1)		3.00		May 1, 2026
Jonathan Morris		125,004		-		$	4.00			June 24, 2031

(1) On May 113, ~~2023~~2024, ~~warrants~~options to purchase 2537,~~000~~500 shares of Class A common stock at an exercise price of $8.00 per share were ~~issued~~granted. ~~Warrants~~Options ~~vests~~vest ratably over 1224 months and may be exercised at any time from the vesting date up to and including May 112, ~~2026~~2034. ~~On June 1, 2023, warrants to purchase 2,083 shares of common stock vested.~~ Beginning ~~July~~May 113, ~~2023~~2024, and continuing on the first day of each successive month until all of the ~~warrants~~options are vested, 21,~~083~~563 ~~warrants~~options vest and become exercisable.

Option Exercises and Stock Vested

No officers or directors exercised options, and no stock vested during the fiscal year ended ~~2023~~June 30, 2025, except for ~~warrants~~stock options to purchase 218,~~083~~756 shares of Class A common stock ~~that vested on June 1, 2023,~~ as described in footnote (1) to the above table.

Non-Executive Director Compensation

The non-executive members of our board of directors ~~have~~do not ~~received~~currently receive any compensation ~~prior to this offering and no arrangements have been entered into in relating to compensation after this offering~~. ~~Following~~Our ~~this offering, our~~ board of directors ~~will~~intends to establish a compensation package for the non-executive members of our board of directors in the next fiscal quarter.

~~Compensation Committee Interlocks and Insider Participation~~66

None of our officers currently serves, or has served during the last completed fiscal year, on the compensation committee or the board of directors of any other entity that has one or more officers serving as a member of our board of directors.

CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS

~~From~~Other ~~July~~than ~~30,~~as ~~2017~~disclosed ~~through~~below, ~~October~~and ~~31,~~except ~~2019,~~for wethe ~~deferred~~compensation ~~some~~arrangements ofand ~~William~~regular A.salary ~~Mobley,~~and ~~Jr.’s~~bonus ~~compensation,~~payments ~~including~~made ~~all~~to ofour ~~his~~directors ~~compensation~~and officers in ~~2018.~~the Asordinary course of ~~June 30,~~business ~~2023,~~as ~~his~~described ~~accrued~~in ~~compensation~~“Executive ~~total~~Compensation,” ~~was~~there ~~$377,893.~~have Onbeen ~~January~~no 3transactions since July 1, ~~2017~~2022, ~~our~~or ~~board~~any currently proposed transaction or series of ~~directors~~similar ~~approved~~transactions to which we were a party, in which the ~~payment~~amount ofinvolved exceeds the ~~deferred~~lesser ~~compensation~~of ~~and~~$120,000 ~~repayment~~or one percent of the ~~amount~~average ~~due~~of inour ~~accounts~~total ~~payable~~assets inat ~~shares~~year-end offor ~~our~~the ~~common~~last ~~stock~~two completed fiscal years and in ~~lieu~~which any of our ~~cash~~current ator former directors or officers, any 5% or greater shareholder or any member of the ~~price~~immediate family of ~~$0.25~~any ~~per~~such people had ~~share,~~or atwill ~~Mr.~~have ~~Mobley’s~~a ~~sole~~direct ~~discretion~~or indirect material interest.

AsIn of June 302016, ~~2023,~~William weA. ~~owed~~Mobley, ~~Nextelligence~~Jr. loaned us $~~213~~111,~~696~~000, ~~for~~at ~~cash~~an ~~collected~~interest rate of 12% per annum. The loan matured on ~~behalf~~December of31, ~~Nextelligence~~2017, ~~from~~was ~~sales~~in ~~that~~default ~~occurred~~and ~~prior~~remained toas an on-demand liability of ours until June 30, ~~2017~~2021. OnIn ~~January~~December 32016, ~~2017~~we repaid $11, ~~our~~000 ~~board~~in ofoutstanding ~~directors~~principal. ~~approved~~We ~~the~~also ~~repayment~~repaid ofapproximately $50,000 during the ~~amount~~fiscal ~~due~~year-end inJune ~~accounts~~30, ~~payable~~2018. inThe loan was convertible into shares of ~~our~~Class B common stock at a conversion price of $0.50 per share. On June 30, 2021, we entered into a new convertible promissory note with Mr. Mobley for a loan in the principal amount of $82,509. Outstanding principal accrued interest at 12% per annum and is due and payable on June 30, 2024. In lieu of ~~cash~~repayment, at Mr. Mobley’s option, all or part of the outstanding principal and accrued interest is convertible into shares of our Class B common stock at a conversion price of $0.2550 per share. As of March 29, at2024, ~~Nextelligence’s~~and ~~sole~~June ~~discretion~~30, 2023, accrued interest charges related to this loan were $25,020 and $19,003, respectively. On March 29, 2024, Mr. Mobley converted the outstanding principal and accrued interest balance of $92,068 into 184,136 shares of our Class B common stock.

OnFrom ~~June~~July 30, ~~2011~~2017, ~~we entered~~through ~~into a Technology License and Development Agreement, which was amended and restated on~~ October 1931, ~~2012~~2019, ~~amended~~we ondeferred ~~July~~some 1,of ~~2013~~William ~~and~~A. ~~amended and~~Mobley, ~~restated~~Jr.’s ~~a second time on July 31~~compensation, ~~2014~~including ~~and further revised to terminate~~ all ~~payments~~of byhis uscompensation ~~pursuant~~in to2018. ~~the~~As ~~agreement,~~of ~~effective~~ June 30, ~~2016~~ 2023, ~~with~~his ~~Nextelligence,~~accrued ~~which~~compensation istotal ~~majority~~was ~~owned~~$377,893. ~~and~~On ~~controlled~~January ~~by William A. Mobley~~3, ~~Jr.~~2017, our ~~founder, Chief Executive Officer and Chairman of our~~ board of directors. ~~The~~approved ~~Technology~~the ~~Agreement~~payment ~~provides~~of usthe ~~with~~deferred ~~an exclusive license to certain technology from Nextelligence~~compensation and ~~for~~repayment ~~Nextelligence~~of tothe ~~provide~~amount ~~all~~due ~~further~~in ~~development,~~accounts ~~improvement,~~payable ~~modification,~~in ~~maintenance,~~shares ~~management and enhancement services related to such technology. Nextelligence is our largest shareholder more than 40%~~ of our ~~outstanding~~Class B common stock ~~prior~~in tolieu ~~this~~of ~~offering. In~~cash ~~connection~~at ~~with~~ the ~~Technology~~price ~~Agreement,~~of we$0.50 ~~issued~~per 20share,~~004,000~~ at ~~shares~~Mr. ofMobley’s ~~our~~sole ~~common stock to Nextelligence~~discretion. ~~The~~On ~~Technology~~March ~~Agreement expires~~31, on2024, ~~June~~Mr. ~~30,~~Mobley ~~2054,~~converted ~~unless~~the ~~it’s~~total ~~terminated~~amount ~~earlier~~of ~~based~~accrued oncompensation ~~termination~~into ~~events~~755,786 asshares of ~~defined~~our inClass ~~the~~B ~~Technology~~common ~~Agreement~~stock.

OnBetween July 1,2017 ~~2018,~~and ~~we signed~~December ~~a revolving convertible note agreement with Nextelligence~~2018, ~~which~~Public ~~was amended and restated as of July 2~~Wire, ~~2018~~LLC, ~~for~~ an ~~amount~~entity upowned toby ~~$500,000; with~~William ~~any borrowings on this loan being at our complete discretion~~A. ~~Outstanding~~Mobley, ~~principal accrued interest at 12% per annum~~Jr., ~~and~~loaned ~~was~~us ~~due and~~in ~~payable~~various oninstallments ~~July~~a 1,total ~~2020. In lieu~~ of ~~repayment~~$66,380. atThe ~~Nextelligence’s~~notes ~~option, all or part of~~ representing the ~~outstanding~~loan ~~principal~~matured ~~and~~on ~~accrued interest~~dates ~~was~~ranging ~~convertible~~from ~~into~~April ~~shares~~1, of2019, ~~our~~to ~~common~~January ~~stock~~1, ~~at a conversion price of $0~~2020.25 ~~per share.~~ The loan ~~matured on July 1, 2020,~~ was in default and remained as an on-demand liability of ours until June 30, 2021. On June 30, 2021, we entered into a new ~~revolving convertible~~ promissory note with ~~Nextelligence~~Public Wire for ana ~~amount up to $2,500,000; with any borrowings on this~~ loan ~~being~~in atthe ~~our~~principal ~~complete~~amount of ~~discretion~~$89,139. Outstanding principal ~~accrues~~accrued interest at 12% per annum., ~~The~~and ~~borrowing limit~~ was ~~increased~~due toand ~~$6,000,000~~payable ~~pursuant~~on ~~to a first amendment to the note dated~~ June 1330, ~~2022~~2024. ~~Pursuant~~On toMarch ~~a second amendment to the note dated July 17~~29, ~~2023~~2024, ~~the~~we ~~borrowing~~entered into ~~limit~~a ~~was~~Debt ~~increased~~Conversion ~~to $10,000,000~~Agreement ~~and~~with ~~the~~Public ~~maturity~~Wire ~~date extended~~ to ~~June~~convert ~~30, 2025. In lieu of repayment, at Nextelligence’s option, all or part of~~ the outstanding principal and accrued interest ~~is convertible into shares~~ of ~~our~~the ~~common~~note ~~stock~~payable at a conversion price of $04.2500 per share. ~~As of~~The ~~June~~total ~~30, 2023, the~~ outstanding principal of $89,289 and accrued interest ~~due~~of to$29,425, ~~Nextelligence~~total ~~was~~of $5118,~~711~~714,~~599~~ was converted into 29,679 shares of our Class B common stock.

InOn June ~~2016~~30, ~~William~~2011, A.we ~~Mobley,~~entered ~~Jr.~~into ~~loaned~~a usTechnology ~~$111,000,~~License atand anDevelopment ~~interest~~Agreement, ~~rate~~which ofwas ~~12%~~amended ~~per~~and ~~annum.~~restated ~~The loan matured~~ on ~~December~~October 3119, ~~2017~~2012, ~~was~~amended inon ~~default~~July ~~and~~1, ~~remained~~2013, ~~as an~~and ~~on-demand~~amended ~~liability~~and ofrestated ~~ours~~a ~~until~~second ~~June~~time ~~30,~~on ~~2021.~~July In31, ~~December 2016~~2014, weand ~~repaid~~further ~~$11,000~~revised into ~~outstanding~~terminate ~~principal.~~all Wepayments ~~also~~by ~~repaid~~us ~~approximately $50,000~~pursuant ~~during~~to the ~~fiscal~~agreement, ~~year-end~~ effective June 30, ~~2018.~~2016, ~~The~~with ~~loan~~Nextelligence, ~~was~~which ~~convertible~~is ~~into~~majority ~~shares~~owned ofand ~~common~~controlled ~~stock~~by atWilliam aA. ~~conversion~~Mobley, ~~price of $0~~Jr.~~25 per~~ ~~share.~~The OnTechnology ~~June~~Agreement ~~30,~~provides us ~~2021,~~with wean ~~entered~~exclusive ~~into~~license ato ~~new~~certain ~~convertible~~technology ~~promissory~~from ~~note~~Nextelligence ~~with~~and ~~Mr. Mobley~~ for aNextelligence ~~loan~~to inprovide ~~the~~all ~~principal~~further ~~amount~~development, ~~of $82~~improvement,~~509.~~ ~~Outstanding~~modification, ~~principal~~maintenance, ~~accrues~~management ~~interest~~and atenhancement ~~12%~~services ~~per~~related ~~annum,~~to ~~and~~such istechnology. ~~due~~Nextelligence ~~and~~is ~~payable~~our onlargest ~~June~~shareholder ~~30,~~with approximately ~~2024.~~40% ~~In lieu~~ of ~~repayment,~~our atoutstanding ~~Mr.~~Class ~~Mobley’s option,~~A ~~all~~common orstock. ~~part~~In ofconnection with the ~~outstanding~~Technology ~~principal~~Agreement, ~~and~~we ~~accrued~~issued ~~interest~~10,002,000 ~~is convertible into~~ shares of our Class A common stock atto aNextelligence. ~~conversion~~The ~~price of~~Technology ~~$0.25~~Agreement ~~per.~~expires Ason of June 30, ~~2023~~2054, ~~the~~unless ~~outstanding~~it’s ~~principal~~terminated ~~and~~earlier ~~accrued~~based ~~interest~~on termination ~~due~~events toas ~~Mr.~~defined ~~Mobley~~in ~~was~~the ~~$86,051~~Technology Agreement.

~~Between~~As ~~July~~of ~~2017 and~~ December ~~2018,~~ ~~Public Wire~~31, ~~LLC~~2023, awe owed ~~wholly-owned subsidiary of~~ Nextelligence, ~~loaned us in various installments a total of~~ $66213,~~380.~~696 ~~The~~for ~~notes~~cash ~~representing the~~collected ~~loan matured~~ on ~~dates~~behalf ~~ranging~~of Nextelligence from ~~April~~sales 1,that ~~2019~~occurred prior to ~~January~~June 130, ~~2020~~2017. ~~The~~On ~~loan~~January 3, ~~was~~2017, inour ~~default~~board ~~and~~of ~~remained~~directors asapproved anthe ~~on-demand~~repayment ~~liability~~ of ~~ours~~the ~~until~~amount ~~June~~due ~~30,~~in ~~2021.~~accounts Onpayable ~~June~~in ~~30,~~shares ~~2021,~~of weour ~~entered~~Class ~~into~~A acommon ~~new~~stock ~~promissory~~in lieu ~~note~~of ~~with~~cash ~~Public~~at ~~Wire, LLC for a loan in~~ the ~~principal amount~~price of $~~89,139~~0.50 ~~Outstanding principal accrues interest at 12%~~ per ~~annum~~share, ~~and~~at isNextelligence’s ~~due~~sole ~~and~~discretion. ~~payable~~On onMarch ~~June 30~~31, 2024., AsNextelligence ofconverted ~~June~~the ~~30, 2023,~~total ~~the~~amount ~~outstanding~~of ~~principal~~accounts ~~and~~payable ~~accrued~~into ~~interest~~427,392 ~~due~~shares toof ~~Public~~our ~~Wire~~Class ~~was~~A ~~$110,551~~common stock.

5667

On July 1, 2018, we signed a revolving convertible note agreement with Nextelligence, which was amended and restated as of July 2, 2018, for an amount up to $500,000; with any borrowings on this loan being at our complete discretion. Outstanding principal accrued interest at 12% per annum and was due and payable on July 1, 2020. In lieu of repayment, at Nextelligence’s option, all or part of the outstanding principal and accrued interest was convertible into shares of our Class A common stock at a conversion price of $0.50 per share. The loan matured on July 1, 2020, was in default and remained as an on-demand liability of ours until June 30, 2021. On June 30, 2021, we entered into a new revolving convertible promissory note with Nextelligence for an amount up to $2,500,000; with any borrowings on this loan being at our complete discretion. Outstanding principal accrued interest at 12% per annum. The borrowing limit was increased to $6,000,000 pursuant to a first amendment to the note dated June 13, 2022. Pursuant to a second amendment to the note dated July 17, 2023, the borrowing limit was increased to $10,000,000 and the maturity date extended to June 30, 2025. In lieu of repayment, at Nextelligence’s option, all or part of the outstanding principal and accrued interest was convertible into shares of our Class A common stock at a conversion price of $0.50 per share. On March 29, 2024, Nextelligence converted the principal of $13,139,473 and accrued interest of $1,607,952, a total of $14,747,425, into 29,494,851 shares of our Class A common stock.

On May 3, 2024, we entered into a new convertible promissory note with Nextelligence for $1,000,000 that matured on May 3, 2025, with an interest rate of 12% per annum, and a default interest rate of 18% per annum. In lieu of repayment, at Nextelligence’s option, all or part of the outstanding principal and accrued interest is convertible into shares of our Class A common stock at a conversion price of $8.00 per share. Between May 30, 2024, and June 26, 2024, we borrowed an additional $1,075,000 from Nextelligence. On July 1, 2024, we repaid outstanding principal and accrued interest of $1,075,067. Between October 31, 2024, and December 11, 2024, we borrowed an additional $1,395,000 from Nextelligence. On December 13, 2024, we renewed and modified the May 3, 2024, note to include the additional loans. Between January 1, 2025, and June 3, 2025, we borrowed an additional $1,557,000 and made payments of $86,445 to Nextelligence. On July 26, 2025, Nextelligence converted the outstanding principal and accrued interest balance of $4,076,051 into 509,507 shares of our Class A common stock.

On May 16, 2024, we entered into a Share Exchange Agreement with Nextelligence in connection with Nextelligence’s agreement to forfeit and cancel 20,000,000 shares of our Class A common stock in exchange for our issuance of 4,000,000 shares of our Series A preferred stock to Nextelligence. The Series A preferred stock has no voting or conversion to Class A common stock rights; a liquidation preference of $120 million; and a right to receive annual non-cumulative dividends out of our profits of 10% of annual revenue over $50 million, up to an aggregate amount of $160,000 million.

In June 2023, we entered into verbal arrangements with two related party entities, Test Drive Live Inc. and Celebrity Cigars, Inc., which are not under common ownership control. William A. Mobley, Jr. serves as the President of both companies and is the sole director for Celebrity Cigars. Mr. Mobley’s son, Sean Mobley, is part of the management team of Celebrity Cigars. We provided FAST channel buildout services relating to the development and buildout of their respective channels. We also provide the platform on an ongoing basis for each company to stream their content. We charge each company a monthly fee based on a 15% markup of our cost of production, which includes labor, rent, out-of-pocket costs, etc. We are currently negotiating with each company on a potential advertising revenue sharing arrangement. For the six months ended December 31, 2025, revenue generated from these agreements with Test Drive Live and Celebrity Cigars totaled $20,523 and $76,324, respectively.

In September 2025, we entered into a Data Services Agreement with Nextelligence, which is effective as of July 1, 2025. Under the agreement, we have access to and use of a proprietary marketing database and related analytical services Nextelligence either owns or licenses from Audience Acuity LLC, including customer profiling, audience targeting, and CRM support. The agreement imposes certain restrictions on our use of the data, including prohibitions on resale, reverse engineering and use in certain industries and applications. We paid a one-time fee of $120,000 and are required to pay a monthly fee of $10,000 for continued access to the data and services. The agreement has an initial three-year term, automatically renewing for successive one-year periods unless terminated in writing by either party not less than 30 days before the end of the initial term or subsequent term extension.

Between October 9, 2025, and November 21, 2025, Nextelligence provided aggregate funding to us totaling $1,500,000. Of this amount, $191,023 was remitted by Nextelligence on behalf of Celebrity Cigars, Inc. and Test Drive Live Inc. to fully satisfy their outstanding accounts receivable balances with us. As these entities are under common control, Nextelligence agreed to assume the obligations of both Celebrity Cigars, Inc. and Test Drive Live Inc. The remaining $1,308,977 was recorded as debt payable to Nextelligence. On November 21, 2025, we entered into a revolving convertible promissory note with Nextelligence for up to $5 million that matures on June 30, 2026, with an interest rate of 12% per annum, and a default interest rate of 18% per annum. The initial principal amount of the note on November 21, 2025, was $1,315,552, consisting of the $1,308,977 debt payable mentioned above and accrued interest thereon of $6,575. As of April 8, 2026, the outstanding principal and accrued interest due to Nextelligence was $5,114,052 and $140,155, respectively, for a total balance of $5,254,207. In lieu of repayment, at Nextelligence’s option, all or part of the outstanding principal and accrued interest is convertible into shares of our Class A common stock at a conversion price of $8.00 per share.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of ~~November~~April 98, ~~2023~~2026, certain information concerning the beneficial ownership of our common stock by: (i) each shareholder known by us to own beneficially five percent or more of our outstanding common stock ~~or series a common stock~~; (ii) each director; (iii) each named executive officer; and (iv) all of our executive officers and directors as a group, and their percentage ownership and voting power.

The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within 60 days through the conversion or exercise of any convertible security, warrant, option, or other right. More than one person may be deemed to be a beneficial owner of the same securities. The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment power within 60 days, by the sum of the number of shares outstanding as of such date. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as otherwise indicated below and under applicable community property laws, we believe that the beneficial owners of our Class A common stock and Class B common stock listed below have sole voting and investment power with respect to the shares shown. As of ~~November~~April 98, ~~2023~~2026, we had 4540,~~414~~857,~~626~~460 shares of common stock outstanding (consisting of 26,931,820 shares of Class A common stock and 13,925,640 shares of Class B common stock outstanding).

Name and Address of Beneficial Owner (1)	Number of Shares Beneficially Owned		Percentage Total Voting Power Before Offering			Percentage Total Voting Power After Offering
	Amount and Nature of Beneficial Ownership
William A. Mobley, Jr. (2)		67,678,498		72.89	%			%
	Class A					Class B						% of Total
Jonathan Morris (3)		350,008		*%			%
Name of Beneficial Owner (1)	Shares		% of Class			Shares			% of Class			Voting Power (2)
David Gust		-		-%			%
William A. Mobley, Jr. (3)		11,276,026		40.87	%		14,050,644			100	%		93.09	%
Gary Engel (4)		10,415		*%			%
Christopher Savine (4)		1,387,017		4.99	%		-			-			*
All officers and directors as a Group (four persons)		68,038,921		72.99	%		%
Jonathan Morris (5)		175,004		*			-			-			*
Nextelligence, Inc. (5)		54,565,940		67.59	%		%
William P. Jennings, Jr.		-		-			-			-			-
All officers and directors as a group (four people)		12,838,047		44.87	%		14,050,644			100	%		93.41	%
Nextelligence, Inc. (6)		11,276,026		40.87	%		-			-			4.50	%

*	Less than 1%.
(1)	Unless otherwise indicated, the address of such individual is c/o FreeCast, Inc., 6901 TPC Drive, Suite 200, Orlando, Florida 32822.
(2)	Consists of: (i) 991,138 shares of common stock held of record by Mr. Mobley; (ii) 355,840 shares of common stock underlying an immediately convertible promissory note held by Mr. Mobley; (iii) 10,000,000 shares of common stock underlying immediately exercisable warrants held of record by Mr. Mobley; (iv) 250,008 shares of common stock underlying immediately exercisable options held of record by Mr. Mobley; (v) 1,511,572 shares of common stock underlying immediately convertible deferred compensation owed to Mr. Mobley; (vi) 19,247,085 shares of common stock held of record by Nextelligence, for which William A. Mobley, Jr. is an officer, director and majority shareholder; (vii) 34,464,072 shares of common stock underlying an immediately convertible promissory note held by Nextelligence; (viii) 854,783 shares of common stock underlying an immediately convertible accounts payable owed to Nextelligence; and (ix) 4,000 shares of common stock held of record by Telebrands for which Mr. Mobley acts as trustee pursuant to a Voting Trust Agreement. Mr. Mobley may be deemed to be the beneficial owner of the securities held of record by Telebrands Corp. and subject to the Voting Trust Agreement by virtue of his position as trustee thereof. Mr. Mobley disclaims beneficial ownership of the securities held of record by Telebrands for which he acts as trustee pursuant to the Voting Trust Agreement.
(3)	Consists of: (i) 100,000 shares of common stock underlying immediately exercisable warrants held of record by Mr. Morris; and (ii) 250,008 shares of common stock underlying immediately exercisable options held of record by Mr. Morris.
(4)	Mr. Engel received warrants to purchase 25,000 shares of our common stock on May 1, 2023 in connection with entering into an employment agreement with us. The warrant vests ratably over 12 months and may be exercised in whole or in part at any time or from time to time from the vesting date up to and including May 1, 2026.
(5)	Consists of: (i) 19,247,085 shares of common stock held of record by Nextelligence, Inc.; (ii) 854,783 shares of common stock underlying an immediately convertible accounts payable owed to Nextelligence; and (iii) 34,464,072 shares of common stock underlying an immediately convertible promissory note held by Nextelligence. William A. Mobley, Jr. is an officer, director and majority shareholder of Nextelligence.

*	Indicates beneficial ownership of less than 1% of the outstanding shares of our Class A common stock.

57(1) Unless otherwise indicated, the address of each beneficial owner is c/o FreeCast, Inc., 6901 TPC Drive, Suite 100, Orlando, Florida 32822.

(2)

Percentage of total voting power represents voting power with respect to all shares of our Class A and Class B common stock, as a single class. The holders of our Class B common stock are entitled to 15 votes per share, and holders of our Class A common stock are entitled to one vote per share. See the section titled “Description of Capital Stock – Common Stock” for additional information about the voting rights of our Class A and Class B common stock.

(3)

Consists of: (i) 6,110,991 shares of Class B common stock held of record by Mr. Mobley; (ii) 125,004 shares of Class B common stock underlying immediately exercisable options held of record by Mr. Mobley; (iii) 7,782,970 shares of Class B common stock held of record jointly by Mr. Mobley and his spouse, Michele Mobley (iv) 10,619,250 shares of Class A common stock held of record by Nextelligence, for which Mr. Mobley is an officer, director and majority shareholder; (v) 656,776 shares of Class A common stock underlying an immediately convertible promissory note held by Nextelligence; (vi) 29,679 shares of Class B common stock held of record by Public Wire, LLC, of which Mr. Mobley is the manager and sole member; and (vii) 2,000 shares of Class B common stock held of record by Telebrands for which Mr. Mobley acts as trustee pursuant to a Voting Trust Agreement. Mr. Mobley may be deemed to be the beneficial owner of the securities held of record by Telebrands Corp. and subject to the Voting Trust Agreement by virtue of his position as trustee thereof. Mr. Mobley disclaims beneficial ownership of the securities held of record by Telebrands for which he acts as trustee pursuant to the Voting Trust Agreement.

(4)

Consists of: (i) 537,500 shares of Class A common stock held of record by Mr. Savine; (ii) 812,017 shares of Class A common stock underlying immediately exercisable warrants held of record by Mr. Savine; and (iii) 37,500 shares of Class A common stock underlying immediately exercisable options held of record by Mr. Savine.

(5)	Consists of: (i) 125,004 shares of Class A common stock underlying immediately exercisable options held of record by Mr. Morris; and (ii) 50,000 shares of Class A common stock underlying immediately exercisable warrants held of record by Mr. Morris.

(6)

Consists of: (i) 10,619,250 shares of Class A common stock held of record by Nextelligence, and (ii) 656,776 shares of Class A common stock underlying an immediately convertible promissory note held by Nextelligence. William A. Mobley, Jr. is the CEO, sole director and majority shareholder of Nextelligence.

Voting Trust Agreement

On October 15, 2012, we entered into a Voting Trust Agreement with Telebrands and William A. Mobley, Jr. The Voting Trust Agreement appoints ~~William A~~Mr. Mobley, ~~Jr.~~ as the trustee of all the shares of our Class B common stock owned by Telebrands at any time (the “Entrusted Shares”). Telebrands currently owns 42,000 shares of our Class B common stock. Telebrands had warrants to purchase up to 2010,000,000 shares of our Class A common stock, but the last of such warrants expired on October 14, 2022. Pursuant to the Voting Trust Agreement, Mr. Mobley is entitled to exercise all rights relating to the voting and disposition of the Entrusted Shares, provided, however, Mr. Mobley is not allowed to effect a disposition or permit registration of the Entrusted Shares with the ~~Securities~~SEC ~~and Exchange Commission~~ or any state securities administrators unless Nextelligence, ~~Inc.,~~ which is majority owned and controlled by Mr. Mobley, simultaneously effects a disposition or permits registration of an identical proportion of our voting securities held by Nextelligence on the same terms and conditions. In addition, Mr. Mobley may not permit a disposition or registration of any ~~voting securities~~ of ~~the~~our ~~Company~~voting securities that Nextelligence holds unless he simultaneously effects a disposition or registration of an identical proportion of the Entrusted Shares on the same terms and conditions.

The term of such trust ends upon the earlier to occur, of: (i) Mr. Mobley ceases to be an affiliate of ~~the Company~~FreeCast, as defined in the Voting Trust Agreement; or (ii) the disposition of all of the Entrusted Shares.

We are obligated to indemnify Mr. Mobley against any liabilities, damages, claims, taxes, deficiencies, assessments, losses, penalties, interest, costs and expenses paid or incurred by him in connection with the Voting Trust Agreement, unless those paid or incurred are a result of the gross negligence, willful misconduct or bad faith of Mr. Mobley.

5870

DESCRIPTION OF ~~SECURITIES~~CAPITAL STOCK

General

~~Our~~The ~~charter~~total ~~authorizes~~number ~~the~~of shares ~~issuance~~of all classes of upcapital stock which we are authorized to ~~200~~issue is 355,000,000 shares, consisting of: (i) 320,000,000 shares of Class A common stock, par value $0.0001 per share; (ii) 30,000,000 shares of Class B common stock, par value $0.0001 per share; and (iii) 5,000,000 shares of preferred stock,” par value $0.0001 per share.

Common Stock

As of ~~June~~April 308, ~~2023~~2026, we had 4426,~~164~~931,~~626~~820 shares of ~~our~~Class A common stock outstanding. ~~Holders of our common stock are entitled to elect the class of directors~~ that ~~are~~were ~~up for~~held ~~election~~by inapproximately a900 ~~given~~record ~~year~~holders, and ~~each~~13,925,640 ~~share~~shares of ~~our~~Class B common stock ~~entitles~~outstanding ~~the~~that ~~holder~~were toheld ~~one~~directly ~~vote,~~and ~~either~~indirectly inby ~~person~~William orA. ~~by proxy~~Mobley, ~~at meetings of shareholders~~Jr. ~~All~~A ~~matters,~~summary ~~other~~of ~~than~~ the ~~election~~powers, ofpreferences, ~~directors~~rights, privileges, atrestrictions, ~~meetings~~and ofother ~~shareholders~~matters ~~are~~relating ~~decided~~to byour acommon ~~majority~~stock ofare ~~the~~as ~~votes cast at such meeting, either in person or by proxy~~follows.

~~Shareholders~~Equal ~~are~~Status. ~~not~~In ~~permitted~~general, except with regards to ~~vote~~voting, ~~their~~conversion and transfer rights described below, shares ~~cumulatively~~of Class A common stock and Class B common stock have the same rights and privileges and rank equally, share ratably and are identical in all respects as to all matters. ~~Accordingly~~Without limiting the generality of the foregoing: (i) in the event of a merger, consolidation or other business combination requiring the approval of the holders of ~~more~~our ~~than~~capital ~~fifty~~stock ~~percent~~entitled to vote thereon (~~50%~~whether or not we are the surviving entity), the holders of ~~our~~Class A common stock shall ~~can~~have the right to receive, or the right to elect ~~all~~to ~~directors~~receive, the same form of consideration, if any, as the holders of Class B common ~~entitled~~stock and the holders of Class A common stock shall have the right to bereceive, ~~elected~~or the right to elect to receive, at least the same amount of consideration, if any, on a per share basis as the holders of Class B common stock; and (ii) in the event of (a) any tender or exchange offer to acquire any shares of common stock by any third party pursuant to an agreement to which we are a party, or (b) any tender or exchange offer by us to acquire any shares of common stock, pursuant to the terms of the applicable tender or exchange offer, the holders of Class A common stock shall have the right to receive, or the right to elect to receive, the same form of consideration as the holders of Class B common stock and the holders of Class A common stock shall have the right to receive, or the right to elect to receive, at least the same amount of consideration on a per share basis as the holders of Class B common stock.

Voting Rights. The holders of shares of Class A common stock and Class B common stock vote together as one class on all matters (including the election of directors) submitted to a vote or for the consent of our shareholders, except as otherwise provided by the Florida Business Corporation Act (the “FBCA”). However, each holder of shares of Class A common stock shall be entitled to one (1) vote for each share of Class A common stock held as of the applicable date on any matter that is submitted to a vote or for the consent of our shareholders, and the holder of shares of Class B common stock shall be entitled to fifteen (15) votes for each share of Class B common stock held as of the applicable date on any matter that is submitted to a vote or for the consent of our shareholders.

Under Section 607.1004 of the FBCA, the holders of outstanding shares of Class A common stock are entitled to vote as a separate voting group on any proposed amendment to our articles of incorporation, if the amendment would: (i) effect an exchange or reclassification, or create a right of exchange, of all or part of the Class A shares into Class B shares, or Class B shares into Class A shares; (ii) change the designation, rights, preferences, or limitations of all or part of the Class A shares; (iii) change all or part of the Class A shares into a different number of Class A shares; (iv) create a new class of shares having rights or preferences with respect to distributions or to dissolution that are prior or superior to the Class A shares; (v) increase the rights, preferences, or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions or to dissolution that are prior or superior to the Class A shares; or (vi) cancel or otherwise affect rights to distributions or dividends that have accumulated but not yet been declared on all or part of the Class A shares. The holders of outstanding Class B shares have the right to vote as a separate voting group under the same circumstances as the holders of the Class A shares described above.

Dividends. Subject to the preferences applicable to any series of preferred stock, the holders of Class A common stock and the holders of Class B common stock are entitled to share equally, on a per share basis, in such dividends and other distributions of cash, property or shares of stock of the Company as may be declared by our board of directors from time to time with respect to the common stock out of assets or funds of the Company legally available therefor; provided, however, that in the event that such dividend is paid in the form of shares of common stock or rights to acquire common stock, the holders of Class A common stock shall receive Class A common stock or rights to acquire Class A common stock, as the case may be, and the holders of Class B common stock shall receive Class B common stock or rights to acquire Class B common stock, as the case may be.

Liquidation. Subject to the preferences applicable to any series of preferred stock, in the event of the voluntary or involuntary liquidation, dissolution, distribution of assets or winding up of the Company, the holders of Class A common stock and the holders of Class B common stock are entitled to share equally, on a per share basis, all assets of the Company of whatever kind available for distribution to the holders of common stock.

Subdivision or Combinations. If we in any manner subdivide or combine the outstanding shares of Class A common stock or shares of Class B common stock, the outstanding shares of the other such class shall be subdivided or combined in the same proportion and manner, unless different treatment of the shares of each such class is approved by the affirmative vote of the holders of a majority of the outstanding shares of Class A common stock and shares of Class B common stock, each voting separately as a class.

Permitted Class B Holders. Shares of Class B common stock may only be issued to and held by William A. Mobley, Jr. personally or jointly with his spouse, and certain permitted entities owned or controlled by Mr. Mobley, or for which he has sole disposition and voting power over shares held by such entities, other than Nextelligence (each, a “Class B Holder”). Any issuance by us of Class B shares to anyone other than a Class B Holder is immediately null and void, and of no legal validity, force, or effect. Unless a Class B Holder requests to receive Class A shares, any issuance of common stock by us to a Class B Holder will be shares of Class B common stock. If a Class B Holder purchases or otherwise acquires or receives any shares of Class A common stock from a person or entity other than us, upon receipt thereof such shares of Class A common stock shall automatically be reclassified as and become an equal number of shares of Class B common stock.

Class B Conversion. Each share of Class B common stock is convertible into one fully paid and non-assessable share of Class A common stock at the option of the Class B Holder at any time upon written notice to our transfer agent. Furthermore, each share of Class B common stock is automatically, without any further action by the Class B Holder thereof, converted into and reclassified as one fully paid and nonassessable share of Class A common stock upon the: (i) the death of William A. Mobley, Jr.; and (ii) transfer of a share of Class B common stock, other than a transfer to another Class B Holder, including a transfer of a share of Class B common stock to a broker or other nominee (regardless of whether or not there is a corresponding change in beneficial ownership). Any Class B shares transferred to a broker or other nominee, thereby reclassified as Class A shares, which are not sold and are subsequently returned to the Class B Holder, upon receiving the Class A shares, such shares are automatically reclassified as Class B shares. Except in connection with a Class B Holder acquiring or receiving shares of Class A common stock, shares of Class A common stock are not convertible into shares of Class B common stock for any reason.

Class B Protective Provisions. Without the prior written approval of holders of Class B common stock, we may: (i) not directly or indirectly, whether by amendment, or through merger, recapitalization, consolidation or otherwise, amend or repeal, or adopt any provision that modifies the voting, conversion or other rights, powers, preferences, privileges or restrictions of our Class B common stock; (ii) not reclassify any outstanding shares of Class A common stock into shares having rights as to dividends or liquidation that are senior to Class B common stock or the right to have more than one vote for each share thereof; (iii) only issue shares of Class B common stock to William A. Mobley, Jr. and certain permitted entities owned and controlled by Mr. Mobley; or (iv) not authorize, or issue any shares of, any class or series of our capital stock, including any preferred stock, having the right to more than one vote for each share thereof.

Preferred Stock

NoThe ~~shares~~Preferred ofStock ~~preferred~~is ~~stock~~divided ~~are~~into ~~currently~~series, ~~outstanding~~with the first series designated “Series A Preferred Stock” and consisting of 4,000,000 shares (the “Series A Shares”). Our board of directors may designate the remaining 1,000,000 authorized but unissued shares of ~~the~~ Preferred Stock with such ~~rights~~ rights and privileges as ~~our~~the board of directors may determine. ~~As such, our board of directors may issue 5,000,000 preferred shares and designate the conversion, voting and other rights and preferences~~ without notice to our shareholders and without shareholder approval.

As of April 8, 2026, we had 4,000,000 Series A Shares outstanding that were held by one record holder. A summary of the powers, preferences, rights, privileges, restrictions, and other matters relating to our Series A Shares are as follows:

Dividends. In any fiscal year Series A Shares are outstanding where we have revenue of more than $50,000,000, the holder of the Series A Shares (the “Series A Shareholder”) is entitled to receive an annual cash dividend equal to ten percent of any revenue above $50,000,000 (the “Annual Dividend Payment”). Subject to meeting the above criteria for such fiscal year, Annual Dividend Payments shall continue until such time as the aggregate amount of all Annual Dividend Payments is equal to the lesser of: (i) $160,000,000; or (ii) the product of the then number of outstanding shares of Series A Preferred Stock and $40 (as may be adjusted for any subdivisions or combinations) (the “Maximum Dividend Payment”). Notwithstanding the above, such dividends are payable only to the extent permitted by law out of assets legally available therefore. No dividends may be paid on any common stock during any fiscal year of the Company until the Annual Dividend Payment on the Series A Shares shall have been paid or declared and set apart during that fiscal year.

Liquidation Preference. In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, the Series A Shareholder is entitled to receive, prior and in preference to any distribution of any of the assets of the Company to the holders of common stock, or other junior equity security by reason of their ownership thereof, an amount per Series A Share equal to $30 (as may be adjusted for any subdivisions or combinations) (the “Liquidation Amount”). If upon the occurrence of such event, the assets and funds to be distributed to the Series A Shareholder are insufficient to permit the payment to the Series A Holder of the full preferential Liquidation Amount, then the entire assets and funds of the Company legally available for distribution shall be distributed to the Series A Shareholder. After the distribution described above has been paid, the remaining assets of the Company available for distribution to shareholders shall be distributed among the holders of common stock pro rata based on the number of shares of common stock held by them. Whenever the distribution provided for in this section is payable in securities or other property other than cash, the value of such distribution will be the fair market value of such securities or other property as determined in good faith by our board of directors.

Voting Rights. Except as otherwise required by law, the Series A Shares have no voting rights or powers on any matter presented to our shareholders for their action or consideration at any meeting of our shareholders (or by written consent of shareholders in lieu of a meeting).

Conversion Rights. Except as otherwise required by law, the Series A Shares have no conversion rights or powers to convert into any other capital stock or security of the Company.

Transfers. Except as otherwise required by law, the Series A Shareholder has no rights or powers to enter into and/or consummate any sale, assignment, transfer, conveyance, hypothecation or other transfer or disposition of one or more of the Series A Shares or any legal or beneficial interest in the Series A Shares, whether or not for value and whether voluntary or involuntary, without our prior written consent, in our sole discretion.

Transfer Agent

The transfer agent for our common stock is ~~Issuer~~Equiniti ~~Direct~~Trust ~~Corporation~~Company, ~~Raleigh~~LLC, ~~North~~Mendota ~~Carolina~~Heights, Minnesota.

~~Listing~~Trading Symbol and Market

WeOur ~~have~~Class ~~applied~~A ~~to have our~~ common stock ~~listed~~is quoted on the Nasdaq ~~Capital~~Global Market under the symbol “CAST.”

~~Holders~~73

AsDESCRIPTION ofOF ~~June~~ELOC ~~30, 2023, there were 44,164,626 shares of common stock outstanding, which were held by approximately 207 record shareholders.~~FINANCING

~~Shares~~The ~~Eligible~~following ~~For~~is ~~Future~~a ~~Sale~~summary of the material terms of that certain Equity Purchase Agreement, dated as of December 8, 2025, as amended on March 30, 2026, by and between us and the Selling Shareholder. This summary does not purport to be complete and is qualified in its entirety by reference to the EPA, which is filed as an exhibit to the registration statement of which this prospectus forms a part.

~~Prior~~Pursuant to this offering, there has been no market for our common stock, and a liquid trading market for our common stock may not develop or be sustained after this offering. Future sales of substantial amounts of our common stock in the ~~public market~~EPA, or the ~~perception~~Selling Shareholder ~~that~~committed ~~such~~to ~~sales~~purchase ~~could~~from ~~occur~~us, ~~could~~at ~~adversely affect~~our ~~market~~direction ~~prices prevailing~~ from time to time ~~and could impair our ability to raise capital through the sale of our common stock. Furthermore~~, ~~because only a limited number of~~ shares ~~will be available for sale shortly after this offering due to existing contractual and legal restrictions on resale as described below, there may be sales~~ of ~~substantial~~our ~~amounts~~Class ofA ~~our~~ common stock inhaving ~~the~~an ~~public market~~aggregate ~~after~~purchase ~~the~~price ~~restrictions~~of ~~lapse.~~up ~~This~~to ~~may~~$50 ~~adversely affect the prevailing market prices for our shares of common stock~~million, ~~and~~subject ~~our ability~~ to ~~raise~~ ~~equity capital in~~ the ~~future.~~terms ~~Although~~and weconditions ~~have~~of ~~applied to have our common stock approved for listing on~~ the ~~Nasdaq Capital Market under the symbols “CAST,” we cannot assure you that there will be an active public market for our common stock~~EPA.

~~Based~~Although on the ~~number~~EPA ofprovides that we may sell shares ~~outstanding~~ ashaving ofan ~~the~~aggregate ~~date~~purchase price of ~~this~~up ~~prospectus~~to $50 million, ~~upon~~we ~~completion~~are ofregistering for resale under this ~~offering,~~registration statement ~~________~~only the shares of Class A common stock ~~will~~identified bein ~~outstanding, or_________~~the ifselling ~~the~~shareholder ~~over-allotment~~table. ~~option~~The isnumber ~~exercised~~of inshares ~~full.~~registered Offor resale reflects our current expectations regarding the shares to be ~~outstanding~~issued ~~immediately~~and ~~after~~sold to the ~~completion~~Selling ofShareholder ~~this offering~~under the EPA, based on our current estimated financing needs and assumptions regarding the ~~________~~market ~~shares~~price of ~~common~~our ~~stock~~Class ~~sold~~A incommon ~~this~~stock. ~~offering~~If ~~will~~we beelect ~~freely~~to ~~tradable~~sell ~~without~~shares ~~restriction~~ under the EPA ~~Securities~~and ~~Act unless~~the ~~purchased~~market byprice of our ~~“affiliates~~Class A common stock declines,” aswe ~~that~~may ~~term~~be isrequired ~~defined~~to register additional shares in ~~Rule~~a ~~144~~subsequent ~~under~~registration statement in order to access the ~~Securities~~full ~~Act~~$50 million commitment.

59As consideration for the Selling Shareholder’s commitment to purchase shares under the EPA, we agreed to pay a commitment fee of $750,000 in ELOC Commitment Shares. One-third of the ELOC Commitment Shares will be issued upon the occurrence of the first closing under the EPA, one-third will be issued when the Selling Shareholder has purchased an aggregate of $15 million of shares of our Class A common stock under the EPA, and the remaining one-third will be issued when the Selling Shareholder has purchased an aggregate of $30 million of shares of our Class A common stock under the EPA. The number of ELOC Commitment Shares issued on each of those dates will equal $250,000 divided by the lower of (i) $10.00 and (ii) the lowest daily volume-weighted average price (“VWAP”) of our Class A common stock during the five trading days immediately following the date we deliver an Advance Notice under the EPA. The issuance of the ELOC Commitment Shares will result in dilution to existing shareholders, independent of any sales of shares under the EPA.

~~The~~Under ~~remaining~~the EPA, we have the right, but not the obligation, to direct the Selling Shareholder to purchase shares of our Class A common stock ~~will~~from betime ~~“restricted~~to ~~securities”~~time ~~under~~by ~~Rule~~delivering an ~~144~~Advance Notice to the Selling Shareholder. The amount of each Advance Notice may not exceed the limitations set forth in the EPA, including limitations based on trading volume and a maximum dollar amount per advance. We may deliver Advance Notices in our discretion and upon satisfaction of the conditions set forth in the EPA during the Commitment Period, unless the EPA is earlier terminated in accordance with its terms. Upon receipt of a valid Advance Notice and subject to the terms and conditions of the EPA, the Selling Shareholder is contractually obligated to purchase the applicable shares.

~~Subject~~We may receive gross proceeds of up to $50 million from sales of shares of our Class A common stock to the ~~lock-up~~Selling ~~agreements~~Shareholder ~~described~~under ~~below~~the EPA, although the actual amount of proceeds will depend on the number of shares sold and the ~~provisions~~market price of ~~Rule~~our ~~144~~Class A common stock at the time of each sale. The number of shares issued to the Selling Shareholder pursuant to each Advance Notice will equal the applicable advance amount divided by the purchase price determined in accordance with the EPA, and ~~701~~therefore ~~under~~will vary based on the ~~Securities~~applicable ~~Act~~purchase price. The purchase price equals 95% of the lowest daily VWAP of our Class A common stock during the applicable pricing period following delivery of the Advance Notice. Accordingly, ~~these~~the ~~restricted~~exact ~~securities~~purchase price is not known at the time we deliver an Advance Notice. The Selling Shareholder will bepurchase ~~available~~shares under the EPA for ~~sale~~its own account and will bear the risk of any decline in the ~~public~~ market asprice ~~follows:~~of our Class A common stock after such purchase

Date Available for Sale	Shares Eligible for Sale	Description
Date of Prospectus		Shares sold in the offering that are not subject to a lock-up
90 Days after Date of Prospectus		Shares saleable under Rules 144 and 701 that are not subject to a lock-up
180 Days after Date of Prospectus		Lock-up released; shares saleable under Rules 144 and 701

The EPA contains a beneficial ownership limitation that prohibits the Selling Shareholder from purchasing shares that would result in the Selling Shareholder beneficially owning more than 4.99% of our outstanding Class A common stock, subject to the Selling Shareholder’s right to increase this limitation to 9.99% upon 61 days’ prior written notice.

In ~~addition~~accordance with the EPA, we have agreed to file the registration statement of which this prospectus forms a part to register the ~~_______~~resale by the Selling Shareholder of the shares of our Class A common stock that ~~are~~may ~~issuable~~be ~~upon~~issued under the ~~exercise~~EPA, ofincluding ~~stock~~the ~~options~~ELOC ~~outstanding~~Commitment asShares. We are required to use commercially reasonable efforts to continuously maintain the effectiveness of the ~~date~~registration statement of which this prospectus, ~~_______~~forms ~~options~~a topart ~~purchase~~until ~~shares~~all of ~~common~~the ~~stock~~ELOC ~~were~~Shares ~~exercisable~~and asthe ofELOC ~~that~~Commitment ~~date,~~Shares ~~and~~have ~~upon~~been ~~exercise~~sold ~~these~~or ~~shares~~may ~~will~~ be ~~eligible~~sold ~~for~~without ~~sale subject~~restriction pursuant to ~~the lock-up agreements~~Rule 144. ~~described~~Such ~~below~~resale ~~and/or~~registration ~~Rules~~statement ~~144~~must ~~and~~be ~~701~~effective ~~under~~before we may begin delivering Advance Notices to the ~~Securities~~Selling ~~Act~~Shareholder.

~~Rule~~Because ~~144~~the purchase price for shares sold to the Selling Shareholder under the EPA is determined based on a discount to the market price of our Class A common stock during the applicable pricing period, the Selling Shareholder may have an incentive to sell shares of our Class A common stock in the public market after receiving them, which could cause the market price of our Class A common stock to decline.

In general, under Rule 144 as currently in effect, once we have been subject to the reporting requirements under the Exchange Act for at least 90 days, a person (or persons whose shares are aggregated) who is not deemed to have been an affiliate of ours at any time during the six months preceding a sale, and who has beneficially owned restricted securities within the meaning of Rule 144 for at least six months, would be entitled to sell those shares, subject only to the availability of current public information about us. A non-affiliated person who has beneficially owned restricted securities within the meaning of Rule 144 for at least one year would be entitled to sell those shares without regard to the provisions of Rule 144.74

AnSELLING affiliate of ours who has beneficially owned restricted shares of our common stock for at least one year (or six months, provided that such sale occurs after we have been subject to the reporting requirements under the Exchange Act for at least 90 days) would be entitled to sell, within any three-month period, a number of shares that does not exceed the greater of:SHAREHOLDER

	●	1% of shares of our common stock then outstanding; or
	●	the average weekly trading volume of shares of our common stock on the Nasdaq during the four calendar weeks preceding the date on which notice of the sale is filed with the SEC.

The shares of Class A common stock being offered by the Selling Shareholder are the ELOC Shares and the ELOC Commitment Shares that may be issued by us to the Selling Shareholder under the EPA. For additional information regarding the transactions in which the shares of Class A common stock were issued, refer to the section entitled “Description of ELOC Financing.”

~~Sales~~We ~~under~~are ~~Rule 144~~registering the shares byof ~~our~~Class ~~affiliates~~A orcommon ~~persons~~stock ~~selling~~in ~~shares~~order onto ~~behalf~~permit the Selling Shareholder to offer their shares of ~~our~~Class ~~affiliates~~A ~~are~~common ~~also~~stock ~~subject~~for resale from time to ~~manner~~time. Except for the ownership of ~~sale~~the ~~provisions~~securities issued in the ELOC Financing, ~~notice~~the ~~requirements~~Selling Shareholder has not had any material relationship with us within the past three years. The table below lists the Selling Shareholder and other information regarding the ~~availability~~beneficial ownership (as determined under Section 13(d) of ~~current~~the ~~public~~Securities ~~information~~Exchange ~~about~~Act usof 1934, as amended, and the rules and regulations thereunder) of the shares of Class A common stock held by the Selling Shareholder. Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. Under applicable SEC rules, a person is deemed to beneficially own securities which the person has the right to acquire within 60 days through the exercise of any option or warrant or through the conversion of a convertible security.

~~Rule~~The ~~701~~second column lists the number of shares of Class A common stock beneficially owned by the Selling Shareholder, based on its ownership of the Class A common stock, as April 8, 2026. The third column lists the shares of Class A common stock being offered by this prospectus by the Selling Shareholder.

Rule 701 under the Securities Act, as in effect on the date of this prospectus, permits resales of shares in reliance upon Rule 144 but without compliance with certain restrictions of Rule 144, including the holding period requirement. Most of our employees, executive officers or directors who purchased shares under a written compensatory plan or contract may be entitled to rely on the resale provisions of Rule 701, but all holders of Rule 701 shares are required to wait until 90 days after the date of this prospectus before selling their shares.

Name of Selling Shareholder

Number of Class A
Common Shares
Owned Prior
to Offering

Maximum
Number of Class A
Common Shares
to be Sold
Pursuant to this
Prospectus ⁽²⁾

Number of Class A

Common Shares
Owned After

Offering⁽³⁾

Amiens Technology Investments LLC⁽¹⁾

5,750,000

60(1) The address of the Selling Shareholder is c/o Ayrton Capital LLC, 55 Post Rd West, 2nd Floor, Westport, CT 06880. Ayrton Capital LLC, the investment manager to Amiens Technology Investments LLC, has discretionary authority to vote and dispose of the shares held by Amiens Technology Investments LLC and may be deemed to be the beneficial owner of these shares. Waqas Khatri, in his capacity as Managing Member of Ayrton Capital LLC, may also be deemed to have investment discretion and voting power over the shares held by Amiens Technology Investments LLC. Ayrton Capital LLC and Mr. Khatri each disclaim any beneficial ownership of these shares.

Lock-up Agreements

(2)	Represents the maximum number of shares of Class A common stock issuable to the Selling Shareholder pursuant to the ELOC Financing, including shares of Class A common stock that may be issued to the Selling Shareholder pursuant to Advance Notices and the ELOC Commitment Shares.

(3)	Assumes the Selling Shareholder sells all the ELOC Shares and the ELOC Commitment Shares that it beneficially owns or may own as result of the ELOC Financing, although the Selling Shareholder is not under an obligation known to us to sell any Class A common stock at this time.

We, all of our directors, officers and holders of one percent (1%) or more of our common stock or securities exercisable for or convertible into our common stock outstanding immediately prior to this offering have entered into lock-up agreements with respect to the disposition of their shares. See “Underwriting — Lock-Up Agreements” for additional information.75

~~Equity~~PLAN ~~Incentive~~OF ~~Plan~~DISTRIBUTION

We ~~intend~~are toregistering ~~file~~the ~~one or more~~shares ~~registration~~of ~~statements~~Class onA ~~Form~~common ~~S-8~~stock ~~under~~covered ~~the~~by ~~Securities~~this ~~Act~~prospectus tofor ~~register~~resale ~~our~~by ~~shares~~the ~~issued~~Selling orShareholder. ~~reserved~~The ~~for~~Selling ~~issuance~~Shareholder ~~under~~will ~~our~~acquire ~~2021 Incentive~~shares ~~Award~~from ~~Plan.~~us ~~The~~pursuant ~~first~~to ~~such~~the ~~registration~~EPA ~~statement~~for isits ~~expected~~own toaccount. beUnder ~~filed~~the ~~soon~~EPA, ~~after~~upon ~~the~~receipt ~~date~~ of ~~this~~a ~~prospectus~~valid Advance Notice and ~~will~~subject ~~automatically become~~to ~~effective~~the ~~upon~~terms ~~filing~~and ~~with~~conditions of the ~~SEC. Accordingly~~EPA, ~~shares~~the ~~registered~~Selling ~~under~~Shareholder ~~such~~is ~~registration~~contractually ~~statement~~obligated ~~will~~to bepurchase ~~available~~the ~~for~~applicable ~~sale in~~shares. ~~the~~The ~~open~~Selling ~~market,~~Shareholder ~~unless~~will ~~such~~bear ~~shares~~the risk ~~are~~of ~~subject~~any todecline ~~vesting~~in ~~restrictions~~the ~~with~~market usprice orof ~~the~~our ~~lock-up~~Class ~~restrictions~~A ~~described~~common ~~above~~stock after such purchase.

~~Registration~~Under ~~Rights~~the EPA, we have the right, but not the obligation, to direct the Selling Shareholder to purchase shares of our Class A common stock from time to time, subject to the terms and conditions of the EPA. The purchase price of the shares will be determined in accordance with a formula based on the market price of our Class A common stock as set forth in the EPA.

The ~~following~~Selling ~~table~~Shareholder ~~provides~~may ~~information~~resell ~~about~~the ~~certain~~shares ~~warrants issued to certain~~ of ~~our~~Class ~~executive~~A ~~officers~~common ~~and~~stock ~~employees~~acquired ~~that~~from ~~have~~us ~~registration~~under ~~rights. The registration rights contained in~~ the ~~warrants~~EPA ~~permit the holder of the warrant,~~ at any time ~~and~~or from time to time, toin ~~require~~one usor tomore ~~register~~transactions, including ~~the~~on ~~warrant and~~Nasdaq, ~~the~~at ~~shares~~prevailing ~~underlying~~market ~~the~~prices ~~warrant.~~or ~~Such~~in ~~persons~~negotiated ~~have~~transactions. ~~entered~~The ~~into~~timing, ~~lock-up~~amount ~~agreements~~and ~~pursuant~~manner toof ~~which~~any ~~they~~resale will ~~not~~ be ~~permitted~~determined toby ~~sell~~the ~~our~~Selling ~~securities~~Shareholder ~~for~~in ~~180~~its ~~days~~sole ~~after the closing of this offering~~discretion.

Name	Shares Underlying Warrant		Date Exercisable	Exercise Price		Termination Date
William A. Mobley, Jr.		2,500,000	June 15, 2023	$	0.25	December 31, 2025
William A. Mobley, Jr.		2,500,000	June 15, 2023	$	0.25	December 31, 2025
William A. Mobley, Jr.		2,500,000	June 15, 2023	$	0.25	December 31, 2025
William A. Mobley, Jr.		2,500,000	June 15, 2023	$	0.25	December 31, 2025

The Selling Shareholder may sell the ELOC Shares and the ELOC Commitment Shares (together, the “Class A Shares”) from time to time in one or more transactions using any of the following methods:

61● ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

●

block trades in which the broker-dealer will attempt to sell the Class A Shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

●

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

●

an exchange distribution in accordance with the rules of the applicable exchange;

●

privately negotiated transactions;

●

in transactions through broker-dealers that agree with the Selling Shareholder to sell a specified number of such Class A Shares at a stipulated price per share;

●

through the writing or settlement of options, whether through an options exchange or otherwise;

●

a combination of any such methods of sale; or

●

any other method permitted pursuant to applicable law.

The Selling Shareholder may also sell the Class A Shares under Rule 144 or any other exemption from registration under the Securities Act, if available, rather than under this prospectus.

Broker-dealers engaged by the Selling Shareholder may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Shareholder (or, if any broker-dealer acts as agent for the purchaser of Class A common stock, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown in compliance with FINRA Rule 2121.

In connection with the sale of the Class A Shares or interests therein, pursuant to the terms of the EPA, neither the Selling Shareholder, nor its officers or any entity managed or controlled by the Selling Shareholder are permitted to engage in any: (i) “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Class A common stock; or (ii) hedging transaction, which establishes a net short position with respect to any of our securities (including the Class A common stock).

The Selling Shareholder may be deemed an underwriter within the meaning of the Securities Act, and any broker-dealers or agents that are involved in selling the Class A Shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the Class A Shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.

We are required to pay certain fees and expenses incurred by us incident to the registration of the Class A Shares. We have agreed to indemnify the Selling Shareholder against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. We have agreed to keep this prospectus effective until the later of: (i) the termination of the EPA in accordance with its terms; and (ii) the 180th day following the latest closing of the purchase and sale of our Class A common stock in connection with the terms of the EPA.

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the shares of our Class A common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Shareholder will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the Class A Shares by the Selling Shareholder or any other person. We will make copies of this prospectus available to the Selling Shareholder and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our Articles of Incorporation and Bylaws, subject to the provisions of Florida Law, contain provisions which allow the corporation to indemnify any person against liabilities and other expenses incurred as the result of defending or administering any pending or anticipated legal issue in connection with service to us if it is determined that person acted in good faith and in a manner which he reasonably believed was in the best interest of the corporation. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling ~~persons~~people, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

6277

UNDERWRITING

We have entered into an underwriting agreement with Maxim Group LLC acting as the underwriters and book running manager with respect to this offering (“Maxim” or the “Representative”). Subject to the terms and conditions of the underwriting agreement, we have agreed to sell to the underwriters and the underwriters have agreed to purchase from us, at the public offering price per share less the underwriting discounts set forth on the cover page of this prospectus.

The underwriters are committed to purchase all the shares of common stock offered by us other than those covered by the option to purchase additional shares described below, if they purchase any shares. The obligations of the underwriters may be terminated upon the occurrence of certain events specified in the underwriting agreement. Furthermore, pursuant to the underwriting agreement, the underwriters’ obligations are subject to customary conditions, representations and warranties contained in the underwriting agreement, such as receipt by the underwriters of officers’ certificates and legal opinions.

Underwriters Number of Shares Maxim Group LLC Total

We have agreed to indemnify the underwriters against specified liabilities, including liabilities under the Securities Act, and to contribute to payments the underwriters may be required to make in respect thereof.

The underwriters are offering the shares, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by their counsel and other conditions specified in the underwriting agreement. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.

Over-allotment Option

We have granted the underwriters an over-allotment option. This option, which is exercisable for up to 45 days after the closing of the offering permits the underwriters to purchase a maximum of ___ additional shares (15% of the total number of shares offered in this offering) from us to cover over-allotments, if any. If the underwriters exercise all or part of this option, it will purchase shares covered by the option at the public offering price per share that appears on the cover page of this prospectus, less the underwriting discount. If this option is exercised in full, the total offering price to the public will be $_____ and the total net proceeds, before expenses, to us will be $____.

Discount

The following table shows the public offering price, underwriting discount and proceeds, before expenses, to us. The information assumes either no exercise or full exercise by the underwriters of their over-allotment option.

Per Share

Total With No Exercise of Over- Allotment Option

Total With Full Exercise of Over- Allotment Option

Public offering price

Underwriting discount (8%)

Proceeds, before expenses, to us

The underwriters propose to offer the shares offered by us to the public at the public offering price per share set forth on the cover of this prospectus. In addition, the underwriters may offer some of the shares to other securities dealers at such price less a concession of $ per share. If all of the shares offered by us are not sold at the public offering price per share, the underwriters may change the offering price per share and other selling terms by means of a supplement to this prospectus.

We will pay the out-of-pocket accountable expenses of the underwriters in connection with this offering. The underwriting agreement, however, provides that in the event the offering is terminated, any advance expense deposits paid to the underwriters will be returned to the extent that offering expenses are not actually incurred in accordance with FINRA Rule 5110(f)(2)(C).

We have agreed to pay the underwriters’ reasonable accountable expenses relating to the offering, including (a) all filing fees incurred in clearing this offering with FINRA; (b) fees, expenses and disbursements relating to background checks of our officers and directors; (c) all fees, expenses and disbursements relating to the registration, qualification or exemption of securities offered under the securities laws of foreign jurisdictions designated by the underwriters; (d) stock transfer or stamp taxes, if any, payable upon the transfer of shares of our common stock to the underwriters; (e) the costs associated with bound volumes of the public offering materials as well as Lucite cube mementos; (f) the cost associated with the underwriter’s use of book-building and compliance software for the offering, (g) the underwriters’ actual accountable road show expenses for the offering; and (h) in the event of a closing, up to $165,000 for the fees of the underwriters’ counsel (for which we have paid a $25,000 advance) and up to $50,000 in the event there is not a closing (inclusive of the $25,000 advance).

We have granted to the underwriters an irrevocable right of first participation to act as a co-manager with at least 75.0% of the economics for any and all future public and private equity and debt (excluding commercial bank debt) offerings until eighteen (18) months after completion of this offering.

We estimate that the total expenses of the offering payable by us, excluding underwriting discounts and commissions, will be approximately $___.

Discretionary Accounts

The underwriters do not intend to confirm sales of the securities offered hereby to any accounts over which they have discretionary authority.

Representative Warrants

We have agreed to issue the Representative Warrants to the Representative, which enables the Representative to purchase up to a total of 8% of the shares of common stock sold in this offering, at an exercise price equal to 110% of the public offering price). The Representative Warrants are exercisable commencing on a date which is 180 days from the effective date of the registration statement relating to this offering, and will expire on a date which is no more than five (5) years from the effective date of the offering in compliance with FINRA Rule 5110(f)(2)(G). The Representative Warrants have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to Rule 5110(g)(1) of FINRA. The Representative (or its permitted assignees under the Rule) will not sell, transfer, assign, pledge, or hypothecate these warrants or the securities underlying these warrants, nor will it engage in any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the warrants or the underlying securities for a period of 180 days from effectiveness. In addition, the Representative Warrants provide for unlimited “piggyback” registration rights at our expense with respect to the underlying shares of common stock during the five-year period from the commencement of sales of this offering. We will bear all fees and expenses attendant to registering the securities issuable on exercise of the warrants other than underwriting commissions incurred and payable by the holders. The exercise price and number of shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary cash dividend or our recapitalization, reorganization, merger or consolidation. However, the Representative Warrants exercise price or underlying shares will not be adjusted for issuances of shares of common stock at a price below the warrant exercise price.

Lock-Up Agreements

We and our directors, officers and holders of one percent (1%) or more of our outstanding shares of common stock as of the effective date of the registration statement related to this offering (and all holders of securities exercisable for or convertible into shares of common stock) shall enter into customary “lock-up” agreements in favor of Maxim pursuant to which such persons and entities shall agree, for a period of 180 days after the effective date of the registration statement related to this offering, that they shall neither offer, issue, sell, contract to sell, encumber, grant any option for the sale of or otherwise dispose of any of our securities without Maxim’s prior written consent, including the issuance of shares of common stock upon the exercise of currently outstanding convertible securities.

Electronic Offer, Sale and Distribution of Shares

A prospectus in electronic format may be made available on the websites maintained by the underwriters, if any, participating in this offering and the underwriters participating in this offering may distribute prospectuses electronically. The underwriters may agree to allocate a number of shares for sale to its online brokerage account holders. Internet distributions will be allocated by the underwriters that will make Internet distributions on the same basis as other allocations. Other than the prospectus in electronic format, the information on these websites is not part of, nor incorporated by reference into, this prospectus or the Registration Statement of which this prospectus forms a part, has not been approved or endorsed by us or the underwriters in their capacity as underwriters, and should not be relied upon by investors.

Stabilization

In connection with this offering, the underwriters may engage in stabilizing transactions, over-allotment transactions, syndicate-covering transactions, penalty bids and purchases to cover positions created by short sales.

● Stabilizing transactions permit bids to purchase shares so long as the stabilizing bids do not exceed a specified maximum and are engaged in for the purpose of preventing or retarding a decline in the market price of the shares while the offering is in progress. ● Over-allotment transactions involve sales by the underwriters of shares in excess of the number of shares the underwriters are obligated to purchase. This creates a syndicate short position which may be either a covered short position or a naked short position. In a covered short position, the number of shares over-allotted by the underwriters is not greater than the number of shares that they may purchase in the over-allotment option. In a naked short position, the number of shares involved is greater than the number of shares in the over-allotment option. The underwriters may close out any short position by exercising their over-allotment option or purchasing shares in the open market. ● Syndicate covering transactions involve purchases of shares in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of shares to close out the short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared with the price at which they may purchase shares through exercise of the over- allotment option. If the underwriters sell more shares than could be covered by exercise of the over-allotment option and, therefore, have a naked short position, the position can be closed out only by buying shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that after pricing there could be downward pressure on the price of the shares in the open market that could adversely affect investors who purchase in the offering. ● Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when the shares originally sold by that syndicate member are purchased in stabilizing or syndicate covering transactions to cover syndicate short positions.

These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our shares of common stock or preventing or retarding a decline in the market price of our shares of common stock. As a result, the price of our common stock or warrants in the open market may be higher than it would otherwise be in the absence of these transactions. Neither we nor the underwriters make any representation or prediction as to the effect that the transactions described above may have on the price of our common stock. These transactions may be effected on Nasdaq, in the over-the-counter market or otherwise and, if commenced, may be discontinued at any time.

Passive Market Making

In connection with this offering, the underwriters may engage in passive market making transactions in our common stock on Nasdaq in accordance with Rule 103 of Regulation M under the Exchange Act, during a period before the commencement of offers or sales of the shares and extending through the completion of the distribution. A passive market maker must display its bid at a price not in excess of the highest independent bid of that security. However, if all independent bids are lowered below the passive market maker’s bid, then that bid must then be lowered when specified purchase limits are exceeded.

Other Relationships

The underwriters and their respective affiliates may, in the future provide various investment banking, commercial banking and other financial services for us and our affiliates for which they have received, and may in the future receive, customary fees. However, except as disclosed in this prospectus, we have no present arrangements with the underwriters for any further services.

Offer Restrictions Outside the United States

Other than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

Determination of Offering Price

Prior to this offering, there has been no public market for our common stock. The initial public offering price will be negotiated between the underwriters and us. In determining the initial public offering price of our common stock, the underwriters will consider, among other things:

● the prospects for our company and the industry in which we operate; ● our financial information; ● financial and operating information and market valuations of publicly traded companies engaged in activities similar to ours; ● the prevailing conditions of U.S. securities markets at the time of this offering; ● the recent market prices of, and the demand for, publicly traded shares of generally comparable companies; ● our past and present financial and operating performance; and ● other factors deemed relevant by us and the underwriters.

Neither we nor the underwriters can assure investors that an active trading market will develop for our common shares, or that the shares will trade in the public market at or above the initial public offering price.

Miscellaneous

A prospectus in electronic format may be made available on websites maintained by the underwriters. These websites and the information contained on these websites, or connected to these websites, are not incorporated into and are not a part of this prospectus. The underwriters may agree to allocate a number of shares to underwriters for sale to their online brokerage account holders. Internet distributions will be allocated by the representative of the underwriters to underwriters that may make Internet distributions on the same basis as other allocations. In connection with the offering, the underwriters or syndicate members may distribute prospectuses electronically. No forms of electronic prospectus other than prospectuses that are printable as Adobe® PDF will be used in connection with this offering.

LEGAL MATTERS

The validity of the shares of ~~our~~Class A common stock offered hereby ~~has~~will ~~been~~be passed upon for us by Bahnsen Legal Group, PLLC, Boca Raton, Florida. ~~Ellenoff Grossman & Schole LLP, New York, New York, is acting as counsel to the underwriters.~~

EXPERTS

Sadler, Gibb & Associates, LLC, an independent registered public accounting firm, has audited our financial statements as of June 30, ~~2023~~2025, and ~~2022~~ ~~and~~ for each of the two years in the period ended June 30, ~~2023~~2025, as set forth in their report. We have included our financial statements in the prospectus and elsewhere in the registration statement in reliance on Sadler, Gibb & Associates, LLC’s report which includes an explanatory paragraph about the existence of substantial doubt concerning ~~the Company~~FreeCast’s ability to continue as a going concern, given on their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1, ~~which includes amendments and exhibits,~~ under the Securities Act ~~and~~with ~~the rules~~respect ~~and~~to ~~regulations under~~ the ~~Securities~~shares ~~Act~~of ~~for~~Class ~~the~~A ~~registration of~~ common stock ~~being~~ offered by this prospectus. This prospectus, which constitutes a part of the registration statement, does not contain all the information ~~that~~set isforth in the registration statement, ~~and its~~some ~~exhibits~~of ~~and~~which ~~schedules.~~is ~~Certain~~contained ~~portions~~in ofexhibits to the registration statement ~~have been omitted~~ as ~~allowed~~permitted by the rules and regulations of the SEC. For further information with respect to us and our Class A common stock, we refer you to the registration statement, including the exhibits filed as a part of the registration statement. Statements contained in this prospectus ~~that~~concerning ~~summarize~~the ~~documents~~contents of any contract or any other document are not necessarily complete,. ~~and~~If ina ~~each~~contract ~~case~~or ~~you~~document ~~should~~has ~~refer~~been filed as an exhibit to the registration statement, please see the copy of the contract or document that has been filed. asEach anstatement ~~exhibit~~in this prospectus relating to ~~the~~a ~~registration~~contract ~~statement.~~or ~~You~~document ~~may~~filed as ~~read~~an ~~and~~exhibit ~~copy~~is ~~the~~qualified ~~registration~~in ~~statement,~~all ~~including exhibits~~respects ~~and~~by ~~schedules~~the filed ~~with~~exhibit. ~~it,~~The ~~and~~SEC maintains an internet website that contains reports orand other information weabout ~~may~~issuers, like us, that file electronically with the SEC. ~~from~~The ~~the~~address ~~SEC’s~~of ~~Internet~~that ~~site~~website at is http://www.sec.gov.

~~Upon completion~~We ofare ~~this offering, we will become~~ subject to ~~information~~the ~~and periodic~~ information reporting requirements of the Exchange Act, and we will file ~~annual~~reports, ~~quarterly~~proxy statements and ~~current~~other information with the SEC. These reports, proxy statements, and other information ~~with~~will ~~the~~be ~~SEC~~available at http://www.sec.gov.

67We also maintain a website at www.freecast.com. Information contained in, or accessible through, our website is not a part of this prospectus, and the inclusion of our website address in this prospectus is only as an inactive textual reference.

FreeCast, Inc.

Index to Financial Statements

CONTENTS

	~~Page~~	Page
Report of Independent Registered Public Accounting Firm	~~F-2~~	F-2
Balance Sheets as of June 30, 2023 and 2022	F-3
Balance Sheets as of June 30, 2025, and 2024		F-3
Statements of Operations for the years ended June 30, 2023 and 2022	F-4
Statements of Operations for the years ended June 30, 2025, and 2024		F-4
Statements of Stockholders’ Deficit for the years ended June 30, 2023 and 2022	F-5
Statements of Stockholders’ Deficit for the years ended June 30, 2025, and 2024		F-5
Statements of Cash Flows for the years ended June 30, 2023 and 2022	F-6
Statements of Cash Flows for the years ended June 30, 2025, and 2024		F-6
Notes to Financial Statements	~~F-7~~	F-7
Condensed Balance Sheets as of December 31, 2025 (unaudited), and June 30, 2025		F-28
Unaudited Condensed Statements of Operations for the three and six months ended December 31, 2025, and 2024		F-29
Unaudited Condensed Statements of Stockholders’ Deficit for the three months and six months ended December 31, 2025, and 2024		F-30
Unaudited Condensed Statement of Cash Flow for the six months ended December 31, 2025, and 2024		F-31
Notes to Condensed Financial Statements (unaudited)		F-32

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of FreeCast, Inc.:

Opinion on the Financial Statements

We have audited the accompanying balance sheets of FreeCast, Inc. (“the Company”) as of June 30, ~~2023~~2025, and ~~2022~~2024, the related statements of operations, stockholders’ deficit, and cash flows for each of the years in the two-year period ended June 30, ~~2023~~ 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, ~~2023~~2025, and ~~2022~~2024, and the results of its operations and its cash flows for each of the years in the two-year period ended June 30, ~~2023~~2025, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph Regarding Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 toof the financial statements, the Company has ~~suffered~~ recurring net losses ~~from~~ ~~operations~~ and ~~has~~negative acash ~~net~~flows ~~capital~~from ~~deficiency~~operations ~~that~~which raise substantial doubt about its ability to continue as a going concern. Management’s plans inregarding ~~regard to~~ these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB ~~and in accordance with auditing standards generally accepted in the United States of America~~. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Sadler, Gibb & Associates, LLC

We have served as the Company’s auditor since 2019.

Draper, UT

~~November 13~~September 29, ~~2023~~2025

F-2

FREECAST, INC.

BALANCE SHEETS

	June 30, 2023			June 30, 2022
	June 30,
ASSETS
	2025			2024
Current assets:
Current Assets:
Cash	$	1549,~~634,494~~249		$	~~833~~5,218,413
Accounts receivable, net		3131,~~613~~432			131,~~860~~490
Inventory		-			68,899
Accounts receivable - related party		146,303			274,501
Other currents assets		58,398			39,431
Other current assets		46,314			45,730
Total current assets		1873,~~696,505~~298			~~123~~5,~~023~~540,134
NON-CURRENT ASSETS:
Non-current assets:
Property and equipment, net		4426,~~108~~105			6423,~~529~~579
Intangible assets, net		-			15,343
Security deposits		126,145			126,145
Deferred S-1 offering costs		-			65,044
Operating lease, right-of-use asset		362,968			446,675
Operating lease, right-of-use asset		33,986			118,913
Financing lease, right-of-use asset		-			546
Financing lease, right-of-use asset		2,060			3,404
Total non-current assets		515,218			596,945
Total non-current assets		206,299			393,378
Total assets	$	1,388,516		$	6,137,079
TOTAL ASSETS	$	1,902,804		$	516,401
Current liabilities:
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Accounts payable and accrued expenses	$	1,528,327		$	916,336
CURRENT LIABILITIES:
Accounts payable and accrued expenses - related party		330,108			274,439
Account payable and accrued expenses	$	1,669,277		$	3,091,025
Current portion of finance lease obligation		-			546
Bank overdraft		-			47,160
Current portion of operating lease obligation		91,220			75,061
Accounts payable and accrued expenses - related party		1,523,891			939,189
Current portion of deferred revenue		135,273			72,246
Current portion of operating lease obligation		37,419			75,224
Convertible Note Payable - Related Party		3,865,555			-
Current portion of finance lease obligation		1,514			1,343
Total current liabilities		5,950,483			1,338,628
Notes payable, current portion		950,000			850,000
Long term liabilities:
Notes payable - related party, current		-			12,000
Deferred revenue, net of current portion		2,705			12,978
Current portion of deferred revenue		94,700			229,182
Convertible note payable - related party, net of current portion and debt discount		-			2,075,000
Total current liabilities		4,276,801			5,245,123
Operating lease liabilities, net of current portion		288,836			380,056
LONG TERM LIABILITIES:
Total long-term liabilities		291,541			2,468,034
Deferred revenue, net of current portion		88,071			178,150
Total liabilities		6,242,024			3,806,662
Notes payable, net of current portion		475,356			275,356
Redeemable Series A Preferred Stock, par value $0.0001, 0 and 4,000,000 shares issued and outstanding as of June 30, 2025, and June 30, 2024, respectively		-			120,000,000
Notes payable - related parties, net of current portion		89,289			89,139
Preferred stock, $0.0001 par value, 5,000,000 shares authorized
Convertible notes payable - related parties, net of current portion		67,048			84,582
Series A Preferred Stock, par value $0.0001, 4,000,000 and 0 shares issued and outstanding as of June 30, 2025, and June 30, 2024, respectively		400			-
Revolving convertible notes payable - related parties, net of current portion and debt discount		4,819,592			1,385,316
Class A common stock, $0.0001 par value, 320,000,000 authorized; 25,947,813 and 32,993,283 shares issued and outstanding as of June 30, 2025, and June 30, 2024, respectively		2,596			3,299
Operating lease obligation, net of current portion		-			34,093
Class B common stock, $0.0001 par value, 30,000,000 shares authorized; 13,937,640 and 6,154,670 shares issued and outstanding as of June 30, 2025, and June 30, 2024, respectively		1,394			616
Finance lease obligation, net of current portion		546			2,061
Additional paid-in capital		190,377,303			63,495,755
Total long-term liabilities		5,539,902			2,048,697
Accumulated deficit		(195,235,201	)		(181,169,253	)
TOTAL LIABILITIES		9,816,703			7,293,820
Total stockholders’ deficit		(4,853,508	)		(117,669,583	)
STOCKHOLDERS’ DEFICIT:
Total liabilities, mezzanine equity and stockholders’ deficit	$	1,388,516		$	6,137,079
Preferred stock, $0.0001 par value, 5,000,000 shares authorized; and no shares issued and outstanding		-			-
Common stock, $0.0001 par value, 200,000,000 authorized, 44,164,626 and 37,053,376 shares issued and outstanding, respectively		4,430			3,718
Common stock subscriptions, 1,250,000 and 256,250 shares, respectively		1,250,000			256,250
Additional paid-in capital		39,556,708			26,983,054
Accumulated deficit		(48,725,037	)		(34,020,441	)
TOTAL STOCKHOLDERS’ DEFICIT		(7,913,899	)		(6,777,419	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	1,902,804		$	516,401

The accompanying notes are an integral part of these financial statements

F-3

FREECAST, INC.

STATEMENTS OF OPERATIONS

	For the Years Ended
	For the Year ended June 30,
	June 30, 2023			June 30, 2022
	2025			2024
REVENUE:
Net sales
Subscription	$	503,419		$	295,720
Sales	$	406,255		$	241,778
Product sales		441			4,964
Sales - related parties		221,894			266,142
Other revenue		3,340			2,533
Total revenue		628,149			507,920
TOTAL REVENUE		507,200			303,217
Cost of revenue:
COST OF REVENUE:
Cost of revenue		346,581			336,996
Cost of revenue		220,147			157,285
Total cost of revenue		346,581			336,996
TOTAL COST OF REVENUE		220,147			157,285
Gross profit		281,568			170,924
GROSS PROFIT		287,053			145,932
Operating costs and expenses:
OPERATING COSTS AND EXPENSES:
Compensation and benefits		5,482,968			3,856,857
Compensation and benefits		2,871,804			3,889,775
Sales and marketing expense		524,930			616,992
Sales and marketing		364,246			327,879
General and administrative		8,029,108			6,425,862
Impairment of assets		-			2,900,709
Total operating expenses		14,037,006			10,899,711
General and administrative		4,773,128			3,490,374
Loss from operations		(13,755,438	)		(10,728,787	)
TOTAL OPERATING EXPENSES		8,009,178			10,608,737
Other income (expense):
LOSS FROM OPERATIONS		(7,722,125	)		(10,462,805	)
Interest income (expense), net		(301,327	)		(796,126	)
OTHER INCOME (EXPENSE):
Other (expense) income, net		(9,183	)		(49,812	)
Interest expense		(632,307	)		(1,207,815	)
Gain on the settlement of accounts payable		-			117,393
Other (expense) income, net		518,977			(755	)
Loss on the extinguishment of debt		-			(988,884	)
Gain on the settlement of accounts payable		1,449,338			-
Total other (expense) income		(310,510	)		(1,717,429	)
Gain on the settlement of debt		-			67,453
Net loss before income tax	$	(14,065,948	)	$	(12,446,216	)
TOTAL OTHER INCOME (EXPENSE)		1,336,008			(1,141,117	)
NET LOSS BEFORE INCOME TAX		(6,386,117	)		(11,603,922	)
Income tax expense (benefit)		-			-
NET LOSS	$	(6,386,117	)	$	(11,603,922	)
Net loss		(14,065,948	)		(12,446,216	)
Deemed dividend on warrant modification		(9,848,947	)		-
Deemed dividends attributable to accretion of Series A Preferred Stock to redemption value		-			(5,000,000	)
Net loss attributable to common shareholders		(1614,~~235~~065,~~064~~948	)		(1117,~~603~~446,~~922~~216	)
Net loss per common share – basic and diluted	$	(0.40	)	$	(0.32	)
Net loss per common share - basic and diluted	$	(0.36	)	$	(0.62	)
Weighted average common shares outstanding – basic and diluted		40,225,866			36,257,664
Weighted average common shares outstanding - basic and diluted		39,376,087			28,193,649

The accompanying notes are an integral part of these financial statements

F-4

FREECAST, INC.

~~STATEMENT~~ STATEMENTS OF STOCKHOLDERS’ DEFICIT

FOR YEARS ENDED JUNE 30, ~~2023~~2025 AND ~~2022~~2024

	Common Stock						Common Stock Subscriptions			Additional Paid-in			Accumulated			Total Stockholders’
	Redeemable Series A Preferred Stock						Series A Preferred Stock						Class A Common Stock						Class B Common Stock				Common Stock			Additional Paid-In			Accumulated			Total Stockholders’
	Shares			Amount			~~Amount~~Shares			~~Capital~~Amount			~~Deficit~~Shares			~~Deficit~~Amount			Shares		Amount		Subscriptions			Capital			Deficit			Deficit
Balance as of June 30, 2021		34,873,376		$	3,500		$	-		$	19,293,405		$	(22,416,519	)	$	(3,119,614	)
Balance as of June 30, 2023		-		$	-			-		$	-			21,584,744		$	2,158		$	497,569	$	50	$	1,250,000		$	39,558,930		$	(48,725,037	)	$	(7,913,899	)
Common stock and warrants issued for cash		2,180,000			218			-			3,309,782			-			3,310,000
Stock based compensation		-			-			-			-			-			-			-		-		-			56,411			-			56,411
Stock-based compensation		-			-			-			1,306,906			-			1,306,906
Shares issued to settle common stock subscriptions		-			-			-			-			30,764,789			3,077			969,601		97		(18,658,854	)		18,655,680			-			-
Common stock subscriptions		-			-			256,250			-			-			256,250
Conversion of Revolving convertible notes payable - related parties into common stock subscriptions		-			-			-			-			-			-			-		-		14,747,426			-			-			14,747,426
Contingent warrants granted with convertible debt		-			-			-			23,720			-			23,720
Conversion of Notes payable - related party into common stock subscriptions		-			-			-			-			-			-			-		-		329,495			-			-			329,495
Beneficial conversion feature		-			-			-			3,049,241			-			3,049,241
Conversion of Notes payable into common stock subscriptions		-			-			-			-			-			-			-		-		1,740,344			-			-			1,740,344
Net loss		-			-			-			-			(11,603,922	)		(11,603,922	)
Issuance of common stock subscriptions in lieu of accounts payable and accrued expenses - related party		-			-			-			-			-			-			-		-		591,589			-			-			591,589
Balance as of June 30, 2022		37,053,376		$	3,718		$	256,250		$	26,983,054		$	(34,020,441	)	$	(6,777,419	)
Common stock issued for cash		-			-			-			-			643,750			64			-		-		-			5,149,936			-			5,150,000
Cumulative effect of adoption of ASU 2020-06		-			-			-			(4,494,267	)		1,530,468			(2,963,799	)
Warrants issued for services		-			-			-			-			-			-			-		-		-			75,267			-			75,267
Balance as of July 1, 2022		37,053,376		$	3,718		$	256,250		$	22,488,787		$	(32,489,973	)	$	(9,741,218	)
Cashless exercise of Class B warrants		-			-			-			-			-			-			4,687,500		469		-			(469	)		-			-
Common stock and warrants issued for cash		6,855,000			686			-			6,854,314			-			6,855,000
Shares cancelled and exchanged for redeemable Series A preferred stock		4,000,000			115,000,000			-			-			(20,000,000	)		(2,000	)		-		-		-			-			(114,998,000	)		(115,000,000	)
Stock-based compensation		-			-			-			108,436			-			108,436
Remeasurement of Series A Preferred Stock to redemption value		-			5,000,000			-			-			-			-			-		-		-			-			(5,000,000	)		(5,000,000	)
Common stock subscriptions		-			-			1,250,000			-			-			1,250,000
Net loss		-			-			-			-			-			-			-		-		-			-			(12,446,216	)		(12,446,216	)
Deemed dividends for warrant modification		-			-			-			9,848,947			(9,848,947	)		-
Balance as of June 30, 2024		4,000,000			120,000,000			-			-			32,993,283			3,299			6,154,670		616		-			63,495,755			(181,169,253	)		(117,669,583	)
Shares issued to settle common stock subscriptions		256,250			26			(256,250	)		256,224			-			-
Stock based compensation		-			-			-			-			-			-			-		-		-			484,947			-			484,947
Net loss		-			-			-			-			(6,386,117	)		(6,386,117	)
Shares issued to settle common stock subscriptions		-			-			-			-			187,500			19			-		-		(1,500,000	)		1,499,981			-			-
Balance as of June 30, 2023		44,164,626			4,430			1,250,000			39,556,708			(48,725,037	)		(7,913,899	)
Class A common stock subscription		-			-			-			-			-			-			-		-		1,500,000			-			-			1,500,000
Class A common stock issued for cash		-			-			-			-			362,500			37			-		-		-			2,899,963			-			2,900,000
Class A common stock issued for cash to related party		-			-			-			-			187,500			19			-		-		-			1,499,981			-			1,500,000
Reclass from Class A common stock to Class B common stock		-			-			-			-			(7,782,970	)		(778	)		7,782,970		778		-			-			-			-
Reclass of Series A preferred stock from mezzanine to permanent equity		(4,000,000	)		(120,000,000	)		4,000,000			400			-			-			-		-		-			119,999,600			-			120,000,000
Warrants issued for services		-			-			-			-			-			-			-		-		-			497,076			-			497,076
Net loss		-			-			-			-			-			-			-		-		-			-			(14,065,948	)		(14,065,948	)
Balance as of June 30, 2025		-			-			4,000,000			400			25,947,813			2,596			13,937,640		1,394		-			190,377,303			(195,235,201	)		(4,853,508	)

The accompanying notes are an integral part of these financial statements

F-5

FREECAST, INC.

STATEMENTS OF CASH FLOWS

	For the Years Ended,
	For the Years Ended June 30,
	June 30, 2023			June 30, 2022
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITES:
Cash flows from operating activities:
Net Loss	$	(6,386,117	)	$	(11,603,922	)
Net loss	$	(14,065,948	)	$	(12,446,216	)
Reconciliation of net loss to net cash used in operating activities
Depreciation and amortization expense		4024,~~018~~902			5223,~~938~~690
Bad debt expense		790			7,509
Operating lease expense		83,707			85,179
Inventory write-off		68,899			31,045
Gain on settlement of accounts payable		-			(117,393	)
Amortization of operating lease expense, right of use asset		84,927			71,525
Loss on the extinguishment of debt		-			988,884
Gain on settlement of accounts payable		1,449,338			-
Warrants issued for services		497,076			75,267
Gain on forgiveness of PPP loan		-			(91,176	)
Stock-based compensation		484,947			56,411
Loss on extinguishment of debt		-			23,720
Bad debt expense		31,295			-
Stock-based compensation		108,436			1,306,906
Amortization of debt discount		-			806,908
Impairment of assets		-			2,900,709
Changes in operating assets and liabilities:
Accounts receivable		9(161,~~457~~237	)		522,~~330~~123
Inventory		-			(71,259	)
Accounts receivable - related party		128,198			(274,501	)
Other current assets		(~~18,967~~584	)		~~(31~~12,~~141~~668	)
Deferred offering costs		65,044			(65,044	)
Operating lease liability		(75,061	)		(80,170	)
Operating lease liability		(71,898	)		(82,047	)
Accounts payable and accrued expenses		611,991			(540,730	)
Financing lease liability		1,334			140
Accounts payable and accrued expenses - related party		55,669			1,004,415
Accounts payable and accrued expenses		(2,871,086	)		1,496,498
Deferred revenue		52,754			(97,547	)
Accounts payable and accrued expenses - related party		584,820			354,553
Net cash used in operating activities		(12,332,291	)		(11,307,920	)
Deferred revenue		(224,561	)		(36,346	)
Cash flows from investing activities:
NET CASH USED IN OPERATING ACTIVITIES		(7,159,556	)		(4,876,154	)
Purchase of property and equipment		(26,882	)		(1,647	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash used in investing activities		(26,882	)		(1,647	)
Capitalization of software development costs		-			(2,136,302	)
Cash flows from financing activities:
Purchase of property and equipment		(4,253	)		(8,732	)
Proceeds from issuance of Class A common stock		4,400,000			5,150,000
NET CASH USED IN INVESTING ACTIVITES		(4,253	)		(2,145,034	)
Proceeds from issuance of Class A common stock - related party		1,500,000			-
CASH FLOWS FROM FINANCING ACTIVITES:
Payments on finance lease		(546	)		(1,514	)
Proceeds from issuance of common stock and warrants		6,855,000			3,310,000
Proceeds from convertible note payable - related party		2,952,000			2,075,000
Proceeds from common stock to be issued		1,250,000			-
Proceeds from revolving convertible note payable - related party		-			8,320,000
Payments on finance lease		(1,344	)		(1,192	)
Repayments on convertible note payable - related party		(1,161,445	)		(650,000	)
Bank overdraft		(47,160	)		47,160
Net cash provided by financing activities		7,690,009			14,893,486
Proceeds from notes payable - related party		2,500			20,500
Net change in cash		(4,669,164	)		3,583,919
Repayments on notes payable – related party		(32,034	)		(124,677	)
Cash, beginning of period		5,218,413			1,634,494
Proceeds from revolving notes payable		1,067,858			3,023,470
Cash, end of period	$	549,249		$	5,218,413
Repayments on revolving notes payable		(597,500	)		-
Non-cash investing and financing activities:
Proceeds from issuance of convertible notes payable		300,000			250,000
Shares issued to settle common stock subscriptions	$	778		$	18,658,854
Proceeds from notes payable		-			222,000
Settlement of debt through common share subscriptions - related party	$	-		$	870,174
Repayments on notes payable		-			(35,000	)
Settlement of debt and accounts payable through common share subscriptions	$	-		$	15,549,796

Filing Compare · FreeCast, Inc.