Note 12 - Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed consolidated financial statements were issued. Based upon this review, the Company did not identify subsequent events, except as stated below, that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements.

Jack Mallers’ Departure as Chief Executive Officer and as a Director

On July 21, 2026, the Company announced that Jack Mallers, the Company’s Chief Executive Officer, has resigned from his position as CEO and as a director of the Company, effective as of July 20, 2026 (the “Separation Date”). In connection with Mr. Mallers’ departure, the Company entered into a Separation Agreement and Release with Mr. Mallers, pursuant to which Mr. Mallers, subject to his release of claims, will be entitled to receive or retain, as applicable, (i) a cash payment equal to the final $50,000 fixed remuneration payment for July 2026, less applicable taxes, (ii) a cash payment of $420,455.39, less applicable taxes, in settlement of Mr. Mallers’ vested time-based restricted stock units, (iii) a cash payment of $1,151,046.48 in consideration for the repurchase of 226,860 shares of Class A Common Stock previously delivered to Mr. Mallers in settlement of vested time-based restricted stock units and in connection with the payment of his 2025 annual bonus, less certain taxes, and (iv) 1,522,407 vested stock options to purchase Class A common stock of the Company, which Mr. Mallers may exercise during the 90-day period following the Separation Date in accordance with the terms of the applicable award agreement. All stock options and restricted stock units previously granted to Mr. Mallers that are unvested as of the Separation Date was forfeited for no consideration in accordance with their terms.

Appointment of Raphael Zagury as Chief Executive Officer

Also on July 20, 2026, the Board of Directors of the Company appointed Raphael Zagury, as its CEO, effective July 20, 2026. Mr. Zagury will continue to serve as a member of the Company’s Board of Directors, but will no longer serve as a member of the Audit Committee, Nominating and Corporate Governance Committee or the Compensation Committee.

In connection with Mr. Zagury’s appointment as CEO, Mr. Zagury entered into an employment agreement with the Company, dated July 20, 2026 (the “CEO Employment Agreement”). Pursuant to the terms of the CEO Employment Agreement, Mr. Zagury will receive an annual base salary of $600,000, and he will be eligible to receive an annual performance-based bonus of up to $700,000, subject to (i) the achievement of individual and company performance criteria established by the Board of Directors of the Company in consultation with Mr. Zagury, and (ii) Mr. Zagury’s continued employment through the payment date. The actual annual bonus, to the extent payable, will be paid 50% in cash and 50% in freely tradeable shares of Class A Common Stock, subject to trading restrictions under applicable securities laws and the Company’s insider trading policy, and applicable withholding. In connection with his appointment as CEO, Mr. Zagury will receive an award of stock options to purchase shares of Class A Common Stock in an amount and with terms to be mutually agreed between the Company and Mr. Zagury (the “Initial Award”), which Initial Award will be granted subject to the Company’s 2025 Stock Incentive Plan and an award agreement to be entered into between the Company and Mr. Zagury evidencing such award (the “Option Award Agreement”). Following the third anniversary of the grant date of the Initial Award, Mr. Zagury will be eligible to receive annual equity grants, consistent with Mr. Zagury’s role as the CEO of the Company, as reasonably determined by the Board of Directors of the Company based on its good faith assessment and in consultation with Mr. Zagury. Mr. Zagury will also be eligible to receive certain Company provided security services for himself and his family and an annual stipend of $25,000 towards personal financial planning and tax services.

If Mr. Zagury’s employment is terminated by the Company without Cause (as defined in the CEO Employment Agreement), Mr. Zagury resigns his employment for Good Reason (as defined in the CEO Employment Agreement) or in the event of termination of employment as a result of his death or Disability (as defined in the CEO Employment Agreement), then, in addition to certain accrued amounts, Mr. Zagury will be entitled to the following severance benefits, subject to his execution of a release of all claims against the Company and related persons and continued compliance with certain restrictive covenants: (i) continued payment of his base salary for 12 months following his termination; (ii) reimbursement of the monthly premium for coverage under the Company’s group health plans or an equivalent monthly cash payment thereof, until the earlier to occur of the end of the 12 months following his termination or the date on which Mr. Zagury obtains health and welfare benefits from a subsequent employer; and (iii) any rights with respect to equity awards that Mr. Zagury might have under the applicable award agreements evidencing such equity awards. The CEO Employment Agreement contains restrictive covenants, including non-competition and non-solicitation covenants effective for 12 months following termination of employment.

Abandonment of Potential Acquisition of Strike

On July 21, 2026, the Company announced it is no longer pursuing the acquisition of Strike, as previously announced on April 29, 2026.