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

Registration No. 333-292700    

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 3

to

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Liftoff Mobile, Inc.

(Exact Name of Registrant as Specified in its Charter)

900 Middlefield Road

Redwood City, California 94063

(650) 319-7151

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

Jeremy Bondy

Chief Executive Officer

Liftoff Mobile, Inc.

900 Middlefield Road

Redwood City, California 94063

(650) 319-7151

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

Copies to:

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

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

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

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

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

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

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

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

Table of Contents

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

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

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

About This Prospectus

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

Certain Definitions

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

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

Risk Factors

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

Risks Related to our Business, Products and Industry

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

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

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

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

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

Our customers generally are not party to long-term agreements with us and may choose to stop using our solutions at any time. For example, our form insertion orders can be terminated for convenience on two days’ notice. If we fail to perform under our insertion orders, our customers may choose to terminate the relationship. Additionally, most of our insertion orders incorporate the standard terms and conditions for the purchase of internet advertising published by the Interactive Advertising Bureau (“IAB”). In order to continue to grow our solutions, we must consistently provide offerings that customers see as valuable and choose to use. If we fail to maintain our relationships with our customers, or if the terms of these relationships become less favorable to us, our results of operations would be harmed. Additionally, our customers may choose to invest in their own offerings rather than continue to use our solutions. As of the twelve months ending September 30, 2025, we had 362 customers contributing more than $100,000 per year of Core Advertising revenue on our platform. For the nine months ended September 30, 2025, no single customer represented more than 7% of our Core Advertising revenue. Any failure to maintain our relationships with our customers could adversely affect our business, financial condition, and results of operations.

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

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

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

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

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

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

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

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

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

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

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

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

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

We have historically experienced revenue concentration with respect to certain customers as well as other facets of our business, such as our gaming vertical. For example, among our advertiser customers (excluding third-party programmatic platforms which spend on our SSP), slightly less than half of our advertiser revenue came from our gaming vertical for the nine months ended September 30, 2025. Our future success depends, in part, on acquiring new customers in the mobile app development space and successfully monetizing their apps, and on establishing and maintaining successful relationships with a diverse set of business clients who wish to promote their products and services on our platform. The loss of a top customer or the failure to successfully monetize their apps could have, and has had in the past, a significant impact on our results of operations.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

In addition, market acceptance of AI technologies is uncertain, and we may be unsuccessful in product development efforts. Our solutions that use AI could fail to achieve market acceptance, or our competitors may use AI technologies more quickly, efficiently or successfully than we do. We may incur significant costs, including to develop and maintain our products and solutions, to minimize potentially harmful or unintended consequences, to comply with applicable and emerging laws and regulations, to maintain or extend our competitive position, and to address any ethical, reputational, technical, operational, legal, competitive or regulatory issues, and we may not achieve any significant revenue from these offerings. Any of these factors could adversely affect our reputation, business, financial condition and results of operations.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

We may not always achieve sufficient revenue or manage our expenses in order to achieve positive cash flow from operations or profitability in any given period. Our operating expenses may continue to rise as we implement additional initiatives designed to increase revenue, potentially including: developing and expanding our solutions, strategic acquisitions and partnerships, customer acquisition spending, international expansion, hiring additional employees, and taking other steps to strengthen and grow our

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

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

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

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

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

Cyberattacks continue to evolve in sophistication and volume, and inherently may be difficult to detect for long periods of time. The increasing sophistication and resources of cyber criminals and other non-state threat actors, and increased actions by nation-state and nation-state supported actors, make keeping up with new threats difficult and could result in a breach of security. Further, the emergence of new AI technologies, our use of AI, the use of AI in third-party products and services, and the use of AI in connection with cyberattacks may create additional cybersecurity risks or increase cybersecurity risks. For example, our or our customers’ sensitive, proprietary, or confidential information could be leaked, disclosed, or revealed as a result of or in connection with our employees’, personnel’s, or vendors’ use of AI technologies. Any such information that we input into third-party AI technologies

could be revealed to others, including if information is used to train such third-party AI technologies. Additionally, where an AI model ingests personal information and makes connections using such data, those technologies may reveal other sensitive, proprietary, or confidential information generated by the model. As a result, we could face adverse consequences, including exposure to reputational and competitive harm, customer loss, and legal liability.

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

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

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

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

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

Our solutions, as well as our internal systems, rely on software and hardware, including AI technologies, that are highly technical and complex. In addition, our solutions, as well as our internal systems, depend in part on the ability of such software and hardware to store, retrieve, manage and otherwise process immense amounts of data. The software and hardware on which we rely has contained, and will in the future contain, errors, bugs, vulnerabilities and other defects and our systems are subject to certain technical limitations that may compromise our ability to meet our objectives. Some errors, bugs, vulnerabilities or other defects inherently may be difficult to detect and may only be discovered after the code has been released for external or internal use. Errors, bugs,

vulnerabilities, design or other defects, or technical limitations within the software and hardware on which we rely have in the past led to, and may in the future lead to, outcomes including a negative experience for customers and users who use our offerings, compromised ability of our offerings to perform in a manner consistent with our terms, contracts, or policies, delayed solutions launches or enhancements, targeting, measurement, or billing errors, compromised ability to protect the data of our users (including personal information) and/or our intellectual property, or reductions in our ability to provide some or all of our services. To the extent such errors, bugs, vulnerabilities, or other defects impact our solutions or the accuracy of data in any such solutions, our customers may become dissatisfied with our offerings, our brand and reputation may be harmed, and we may make operational decisions, such as with respect to our solutions or any future strategic acquisition, that are based on inaccurate data. We may need to expend significant financial and development resources to analyze, correct, eliminate or work around errors or defects or to address and eliminate vulnerabilities. Any errors, bugs, vulnerabilities, or other defects in our systems or the software and hardware on which we rely, failures to properly or timely address or mitigate the technical limitations in our systems, or associated degradations or interruptions of service or failures to fulfill our commitments to our customers may lead to outcomes including damage to our reputation, increased product engineering expenses, regulatory inquiries, litigation, or liability for fines, damages, or other remedies, any of which could adversely affect our business, financial condition, and results of operations.

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

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

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

In addition, we rely on the use of third parties to deliver certain aspects of contracted services in certain other areas. This presents additional risk related to legal, regulatory, financial or customer obligations because third parties fail to deliver contracted services, or that we are exposed to reputational damage because third parties operate in a poorly controlled manner. We use affiliates and third-party vendors located outside the U.S. to provide certain services and functions, which also exposes us to business disruptions and political risks as a result of risks inherent in conducting business outside of the United States.

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

Our business is subject to global economic, market, public health, and geopolitical conditions, as well as natural disasters beyond our control and could adversely affect our revenue and results of operations. Our revenue is driven in part by discretionary consumer spending habits and preferences, and by advertising spending patterns. Historically, consumer purchasing and advertising spending have each declined during economic downturns and periods of uncertainty regarding future economic prospects or when

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

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

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

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

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

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

If we fail to deliver timely releases of our solutions that are ready for use, release a new version, service, tool or update, or respond to new offerings by our competitors, or if new technologies emerge that are able to deliver competitive products more efficiently, more conveniently or more securely than our solutions, or if we are unable to adapt our solutions to new devices or adapt to changes on Providers’ platforms that use different operating systems, then our position in our markets could be harmed, and we could lose customers, which would adversely affect our business and results of operations.

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

breach notification, consumer protection, advertising, tracking, targeting, and protection of minors, and these laws, rules, regulations and industry standards are continually evolving and increasingly stringent. Our actual or perceived failure to comply with these obligations could adversely affect our business, financial condition, and results of operations.”

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

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

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

Among our advertiser customers (excluding third-party programmatic platforms which spend on our SSP), slightly less than half of our advertiser revenue came from our gaming vertical for the nine months ended September 30, 2025. The success of our advertisers’ games plays a significant role in maintaining and increasing our revenue. Accordingly, we are susceptible to market conditions and risks associated with the mobile gaming industry, including the popularity, price and timing of release of games, changes in consumer demographics, the availability and popularity of other forms of entertainment and public tastes and preferences, and an evolving and uncertain regulatory landscape, all of which are difficult to predict and are beyond our control. In order to be successful, our customers must also utilize effective marketing strategies for games; expand and enhance games after their initial release; attract experienced game designers, product managers and engineers; and adapt to an increasingly diverse set of new mobile devices as they emerge. In certain jurisdictions, we have to register with gaming authorities to provide our services to advertisers in the gaming industry.

Further, we have operations in China and continuing tension between the U.S. and China may impact our business and results of operations in the future. For the nine months ended September 30, 2025, approximately 9% of the Company’s revenue was generated in China and its territories based on customer billing location, and other customers themselves have business or operations there. The U.S. government has restricted the ability to send certain products and technology to China without an export license. In many cases, these licenses are subject to a policy of denial and will not be issued. While our current products are not restricted by these controls, such controls or future restrictions could impact our business in the future. It also is possible that the Chinese government will retaliate in ways that could impact our business. Moreover, laws or regulations that govern or restrict gaming activities, including online or mobile gaming, could have a material adverse impact on our business, financial condition and results of operations.

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

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

We are dependent on the success of the mobile app ecosystem to sustain and increase our business, including the success of our customers and their apps. Our customers are developers of mobile apps who use our services and solutions to control ad monetization and user acquisition. As a result, our success depends in part on the mobile app ecosystem, which includes our current and potential new customers creating new apps and then using solutions to monetize them and acquire new users. If a significant amount of our customers’ marketing efforts are unsuccessful or if a large number of our customers experience a decrease in demand for their apps, our revenue could be reduced. The mobile app ecosystem is characterized by intense competition, rapid technological change and economic uncertainty and, as such, there is no guarantee that any of our customers’ apps will gain any meaningful traction with users.

In addition, we are more reliant on some customer segments and their ability to continue to use our solutions to engage with their users. While our large and diverse customer portfolio has helped to reduce the fluctuations in our revenue as a whole, we cannot assure you that the size and diversification of our customer portfolio will sufficiently mitigate this risk. If our customers fail to use our solutions, and we are not able to maintain a diversified portfolio of customers, our business, financial condition and results of operations may be materially and adversely affected.

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

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

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

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

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

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

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

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

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

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

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

Risks Related to Legal and Regulatory Matters

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

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

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

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

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

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

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

In the United States, various states have adopted or are considering adopting data privacy and security laws and regulations. One example is the State of California’s passage of the CCPA, which went into effect on January 1, 2020, and was amended by the CPRA effective January 1, 2023, and which created new privacy rights for users residing in the state and established a regulatory agency dedicated to implementation and enforcement efforts. The CCPA defines personal information broadly and gives California residents expanded privacy rights and protections, such as affording them the right to access and request deletion of their information and to opt out of certain forms of targeted advertising and sharing and sales of personal information. The CCPA provides for civil penalties and statutory damages for violations and a private right of action for certain data breaches that result in the loss of personal information. Similar laws have been passed in an increasing number of other states, including Virginia, Colorado, Utah and Connecticut (among various others), and have been proposed in other states and at the federal level, reflecting a trend toward a more stringent privacy regulatory framework in the U.S. Further, enforcement activity under applicable privacy and data security laws and regulations already in effect, particularly in California, and also by enforcement bodies such as the Securities and Exchange Commission’s (the “SEC”) Cyber and Emerging Technologies Unit (“CETU”), the creation of which was announced by the SEC on February 20, 2025, reflects an ongoing focus on online advertising activities, emerging technologies, and cyber-related misconduct and signals regulators’ willingness to pursue in-depth investigations and impose substantial penalties on entities allegedly operating in violation of the law. Thus, we expect that continuing to maintain compliance with varying legal requirements, including monitoring and adjusting to new regulations and interpretations that emerge through enforcement actions, will require significant time, resources, and expense, as will the effort to monitor whether additional changes to our business practices are needed, all of which may increase operating costs or limit our ability to operate or expand our business.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

We are subject to anti-money laundering and countering the financing of terrorism laws applicable in the jurisdictions in which we conduct business. We have international customers and partners and our transactions with them increase exposure to risk under anti-money laundering and countering the financing of terrorism laws. If we are found to be in violation of U.S. or non-U.S.

anti-money laundering or countering the financing of terrorism laws, it can result in significant penalties, including criminal penalties, and government investigations, as well as reputational harm and loss of business, any of which could adversely affect our reputation, business, financial condition, and results of operations.

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

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

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

Furthermore, our activities are subject to U.S. economic sanctions laws and regulations administered by the U.S. Department of Treasury’s Office of Foreign Assets Control that prohibit the shipment of most technologies or other transactions to, or otherwise involving, embargoed jurisdictions or sanctioned parties without the required export authorizations. Our activities may also be subject to economic sanctions of foreign jurisdictions, including those of the European Union and its member states, His Majesty’s Treasury of the United Kingdom, and other applicable sanctions authorities. These laws, regulations, and sanctions are rapidly evolving and may be in conflict across international jurisdictions, leading to uncertainty and difficulty in achieving full compliance. Our international operations and our transactions with international customers and partners increase our exposure to risk under economic sanction laws and regulations. Should we violate such existing or similar future economic sanctions laws or regulations, we may be subject to substantial monetary fines, criminal penalties, or suffer reputational damage and other penalties that could negatively impact our business. If we need to obtain any necessary export or other sanctions related license or other authorization for a particular sale or other transaction, the process may be time-consuming and may result in the delay or loss of opportunities to sell our solutions.

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

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

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

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

We are subject to tax in the United States and in certain foreign jurisdictions in which we operate. The United States and many countries in Europe, as well as a number of other countries and organizations, have recently proposed or recommended changes to existing tax laws or have enacted new laws that could significantly increase our tax obligations in many countries where we do business, or require us to change the manner in which we operate our business. For example, the OBBBA modifies existing U.S. tax laws, including by permitting the deduction of certain U.S. research and development expenditures and changing certain international tax provisions regarding the calculation and deductibility of certain foreign income. Any significant changes to our future effective tax rate could adversely affect our business, financial condition, and results of operations. The application and interpretation of these laws in different jurisdictions affect our operations in complex ways and are subject to change, and some changes may be retroactively applied. We are currently evaluating the provisions of the OBBBA and the potential impact on our consolidated financial statements, including cash taxes and its effective tax rate. Due to the complexity and timing of the enactment, the Company will continue to assess the impact of OBBBA, including any interpretive guidance that may be issued by the U.S. Department of the Treasury or the Internal Revenue Service. Based on the assessment in the third quarter of 2025, there was no material impact to our income tax expense or effective tax rate.

We may have exposure to greater than anticipated tax liabilities.

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

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

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

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

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

As a distributor of content, we may face potential liability for negligence, copyright, patent or trademark infringement, misappropriation or other violation, public performance royalties, or other claims based on the nature and content of materials that we distribute. The Digital Millennium Copyright Act (the “DMCA”) is intended, in part, to limit the liability of eligible service providers

for caching, hosting, or linking to user content that includes materials that infringe copyrights or other rights. Other jurisdictions contain similar safe harbors, such as the DSA in the EU. We rely on the protections provided by the DMCA and similar safe harbors in conducting our business. Similarly, Section 230 of the Communications Decency Act (“Section 230”) protects online distribution platforms, such as ours, from actions taken under various laws that might otherwise impose liability on the platform provider for what content creators develop or the actions they take or inspire.

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

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

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

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

Any such claims, suits, government investigations, and proceedings are inherently uncertain and their results cannot be predicted with certainty. Regardless of their outcomes, such legal or regulatory proceedings can have an adverse impact on us because of legal costs, diversion of management and other personnel attention, negative publicity, and other factors. In addition, it is possible that a resolution of one or more such proceedings could result in substantial costs, civil and criminal liability, penalties, or sanctions, as well as judgments, consent decrees, or orders preventing us from offering certain features, functionalities, products or services, or requiring a change in our business practices, products or technologies, which could adversely affect our reputation, business, financial condition, and results of operations.

Risks Related to Intellectual Property

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

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

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

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

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

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

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

We use open source software in our solutions, and we expect to continue to incorporate open source software in our solutions in the future. Few of the licenses applicable to open source software have been interpreted by U.S. or foreign courts, and there is a risk

that these licenses could be construed in a manner that could impose unanticipated conditions or restrictions on our ability to commercialize our solutions.

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

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

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

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

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

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

From time to time, we have faced, and we may face in the future, allegations that we have infringed, misappropriated or otherwise violated the trademarks, copyrights, patents, and other intellectual property rights of third parties, including from our competitors, non-practicing entities and/or former employers of our personnel. In addition to suing us for intellectual property

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

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

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

Risks Relating to Financial and Accounting Matters

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

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

Neither we nor our independent registered public accounting firm were required to, and therefore did not, perform an evaluation of our internal control over financial reporting as of or for any period included in our financial statements, nor any period subsequent in accordance with the provisions of the Sarbanes-Oxley Act. However, we have identified a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial

reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

The material weakness identified pertained to the lack of effectively designed, implemented, and maintained IT general controls over applications that support our financial reporting processes. Specifically, the material weakness related to a lack of formalized, designed, and implemented IT controls and associated segregation of duties, including a lack of sufficient IT resources and personnel to address the risks associated with the IT environment.

While management has made improvements to our control environment and IT processes to support our growing operations, the identified material weakness remains unremediated. We expect our remediation efforts to continue to take place in 2025 and 2026, and to include the following:

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

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

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

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

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

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

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

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

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

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

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

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

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

We are required under GAAP to review our goodwill for impairment at least annually or more frequently when events or changes in circumstances indicate the carrying value may not be recoverable. Factors that may be considered a change in circumstances, indicating a requirement to reevaluate whether our goodwill continues to be recoverable, include a significant decline in the market price of our common stock and our market capitalization, slower growth rates in our industry, or other materially adverse events. We may be required to record a significant charge to earnings in our financial statements during the period in which any impairment of our goodwill is determined. As of September 30, 2025, the Company had a significant cushion when comparing the fair value of equity to the carrying value.

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

While the majority of the transactions through our software are denominated in U.S. dollars, we have underlying economic exposure in the geographies that we operate. Given our anticipated international growth, we expect the exposure to foreign currencies

to continue to grow in the future. Our international revenues and profits could be negatively impacted by the strength of the U.S. dollar relative to the international mix of our business and related foreign currencies.

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

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

Risks Related to this Offering and Ownership of our Common Stock

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

Immediately following this offering and the application of net proceeds therefrom, Blackstone will beneficially own or control approximately 49% of the voting power of our shares eligible to vote in the election of our directors (or 47% if the underwriters exercise in full their option to purchase additional shares of common stock). Moreover, our Principal Stockholders, including Blackstone, will have the right to designate individuals to our board in accordance with the stockholders agreements we intend to enter into in connection with this offering. See “Certain Relationships and Related Person Transactions—Stockholders Agreements.” Even when Blackstone ceases to own shares of our stock representing a majority of the total voting power, if Blackstone continues to own a significant percentage of our stock, it will still be able to significantly influence the composition of our board of directors and the approval of actions requiring stockholder approval through its voting power. Accordingly, for such period of time, Blackstone will have significant influence with respect to our management, business plans, and policies, including the appointment and removal of our officers. In particular, if Blackstone continues to own a significant percentage of our stock, Blackstone may be able to prevent a change of control of our company or a change in the composition of our board of directors and could preclude any unsolicited acquisition of our company. The concentration of ownership could deprive you of an opportunity to receive a premium for your shares of common stock as part of a sale of our company and ultimately might affect the market price of our common stock.

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

Our Principal Stockholders and their respective affiliates engage in a broad spectrum of activities, including investments in businesses that may compete with us. In the ordinary course of their business activities, our Principal Stockholders and their respective affiliates may engage in activities where their interests conflict with our interests or those of our stockholders. Our amended and restated certificate of incorporation provides that we will renounce any interest or expectancy that we would otherwise have in, and the right to be offered to participate in, any business opportunity that from time to time may be presented to our Principal Stockholders, subject to limited exceptions, or any of their respective affiliates or any of our directors who are not employed by us (including any non-employee director who serves as one of our officers in both their director and officer capacities) or their affiliates. See “Description of Capital Stock—Conflicts of Interest.” Our Principal Stockholders, and their respective affiliates also may pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us. In addition, our Principal Stockholders may have an interest in our pursuing acquisitions, divestitures, and other transactions that, in their judgment, could enhance their investment, even though such transactions might involve risks to us and our stockholders.

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

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

financing arrangements, or are otherwise unable to provide such funds, it could materially adversely affect our liquidity and financial condition.

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

Prior to this offering, Blackstone beneficially owned or controlled a majority of the voting power of shares eligible to vote in the election of our directors. After the completion of this offering, Blackstone will be party to a stockholders agreement as described in “Certain Relationships and Related Person Transactions—Stockholders Agreements” and will beneficially own or control approximately 49% of the voting power of our shares eligible to vote in the election of our directors (or 47% if the underwriters exercise in full their option to purchase additional shares of common stock). To the extent that Blackstone beneficially owns or controls majority of the voting power of shares eligible to vote in the election of our directors, we will be a “controlled company” within the meaning of Nasdaq corporate governance standards. Under these corporate governance standards, a company of which more than 50% of the voting power in the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements. For example, controlled companies:

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

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

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

We may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including but not limited to, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

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

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

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

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

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

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

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

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

In connection with updating our control processes and the implementation of the necessary procedures and practices related to internal control over financial reporting, we may identify deficiencies that we may not be able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements of Section 404. In addition, we may encounter problems or delays in completing the remediation of any deficiencies identified by our independent registered public accounting firm in connection with the issuance of their attestation report (once required). Our testing, or the subsequent testing (if required) by our

independent registered public accounting firm, may reveal incremental deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses. Any material weaknesses could result in a material misstatement of our annual or quarterly consolidated financial statements or disclosures that may not be prevented or detected.

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

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

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

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

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

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

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

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

We have no current plans to pay cash dividends following this offering. The declaration, amount and payment of any future dividends on shares of our common stock will be at the sole discretion of our board of directors. Our board of directors may take into account general and economic conditions, our financial condition and results of operations, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions and implications on the payment of dividends by us to our stockholders or by our subsidiaries to us and such other factors as our board of directors may deem relevant. In addition, our ability to pay dividends is limited by our Senior Secured Credit Facilities and may be limited by covenants of other

indebtedness we or our subsidiaries incur in the future. As a result, you may not receive any return on an investment in our common stock unless you sell your shares of our common stock for a price greater than that which you paid for it.

Investors in this offering will suffer immediate and substantial dilution.

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

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

After this offering we will have 6,827,586,531 shares of common stock authorized but unissued (after giving effect to the 1.3-for-1 forward stock split). Our amended and restated certificate of incorporation authorizes us to issue these shares of common stock and options, rights, warrants and appreciation rights relating to common stock for the consideration and on the terms and conditions established by our board of directors in its sole discretion, whether in connection with acquisitions or otherwise. Additionally, we have reserved an aggregate of 24,200,000 shares of common stock for issuance under our Omnibus Incentive Plan. For additional information concerning the awards under our Omnibus Incentive Plan that we intend to grant in connection with this offering or that will be outstanding at the time of this offering, see “Summary—The Offering.” There are also 4,900,000 shares of common stock reserved for issuance under our ESPP. Any common stock that we issue, including under our Omnibus Incentive Plan, our ESPP, other equity incentive plans that we may adopt in the future or in satisfaction of the post-conversion earnout share liability, would dilute the percentage ownership held by the investors who purchase common stock in this offering.

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

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

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

The sale of substantial amounts of shares of our common stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of shares of our common stock. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell shares of our common stock in the future at a time and at a price that we deem appropriate. Upon completion of this offering, we will have a total of 172,413,469 shares of our common stock outstanding. All of the shares of our common stock sold in this offering will be freely tradable without restriction or further registration under the Securities Act, by persons other than our “affiliates,” as that term is defined under Rule 144 of the Securities Act. See “Shares Eligible for Future Sale.”

The remaining outstanding 147,013,469 shares of common stock held by our pre-IPO owners and management after this offering will be subject to certain restrictions on resale. We, our officers, directors, certain pre-IPO owners and holders of approximately 96% of our outstanding capital stock immediately prior to this offering, including our Principal Stockholders, will sign lock-up agreements with the underwriters that will, subject to certain customary exceptions, restrict the sale of the shares of our common stock held by them for 180 days following the date of this prospectus. Any two representatives, on behalf of the underwriters, may, in their sole discretion, release all or any portion of the shares of common stock subject to lock-up agreements. See “Underwriting (Conflicts of Interest)” for a description of these lock-up agreements. See “Shares Eligible for Future Sale—Lock-Up Agreements.”

Upon the expiration of the lock-up agreements described above, all of such shares will be eligible for resale in the public market, subject, in the case of shares held by our affiliates, to volume, manner of sale and other limitations under Rule 144. We expect that our Principal Stockholders will continue to be considered affiliates following the expiration of the lock-up period based on their expected share ownership and their board nomination rights. Certain of our other stockholders may also be considered affiliates at that time. However, subject to the expiration or waiver of the 180-day lock-up period, the holders of these shares of common stock will

have the right, subject to certain exceptions and conditions, to require us to register their shares of common stock under the Securities Act, and they will have the right to participate in future registrations of securities by us. Registration of any of these outstanding shares of common stock would result in such shares becoming freely tradable without compliance with Rule 144 upon effectiveness of the registration statement. See “Shares Eligible for Future Sale.”

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

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

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

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

We have elected not to be governed by Section 203 of the General Corporation Law of the State of Delaware (the “DGCL”), which is Delaware’s anti-takeover statute that, subject to certain exceptions and approvals, restricts “business combinations,” including specified mergers, asset sales, stock sales and other transactions, between a corporation and its subsidiaries, on the one hand, and any interested stockholder (generally defined to mean a person who, together with such person’s affiliates and associates, owns 15% or more of the outstanding voting stock of the corporation), on the other, for a three-year period following the time the person became an interested stockholder. However, our amended and restated certificate of incorporation contains similar provisions providing that we may not engage in certain “business combinations” with any “interested stockholder” for a three-year period following the time that the stockholder became an interested stockholder, unless the transaction fits within an enumerated exception, such as board approval of the business combination or the transaction that resulted in a person becoming an interested stockholder prior to the time such person became an interested stockholder. Our amended and restated certificate of incorporation provides that our Principal Stockholders and their affiliates, and any of their respective direct or indirect transferees, and any group as to which such persons are a party, do not constitute “interested stockholders” for purposes of this provision. See “Description of Capital Stock—Anti-Takeover Effects of Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws and Certain Provisions of Delaware Law—Business Combinations.” These anti-takeover provisions and other provisions under Delaware law could discourage, delay or prevent a transaction involving a change in control of our company, including actions that our stockholders may deem advantageous, or negatively affect the trading price of our common stock. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and to cause us to take other corporate actions you desire. For further discussion of these and other such anti-takeover provisions, see “Description of Capital Stock—Anti-Takeover Effects of Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws and Certain Provisions of Delaware Law.”

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

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

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

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

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

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