QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
|
|
|
|
||
(Address of Principal Executive Offices) | (Zip Code) |
Title of each class
|
Trading
Symbol(s)
|
Name of each exchange
on which registered
|
||
|
|
The
|
||
|
|
The
|
||
|
X
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
|
Emerging growth company
|
|
Page
|
||
1 |
||
Item 1.
|
1 |
|
3 |
||
4 |
||
5 |
||
6 |
||
7 |
||
Item 2.
|
18 | |
Item 3.
|
24 | |
Item 4.
|
24 | |
26 | ||
Item 1.
|
26 | |
Item 1A.
|
26 | |
Item 2.
|
26 | |
Item 3.
|
26 | |
Item 4.
|
26 | |
Item 5.
|
26 | |
Item 6.
|
26 | |
28 |
Item 1. |
Financial Statements
|
Page
|
|
3 |
|
4 |
|
5 |
|
6 | |
7 |
(in thousands except share and per share data)
|
March 31, 2025
(Unaudited)
|
December 31, 2024
(Audited)
|
||||||
Assets
|
||||||||
Current Assets:
|
||||||||
Cash and cash equivalents
|
$
|
|
$
|
|
||||
Short-term investments
|
||||||||
Prepaid expenses and other current assets
|
|
|
||||||
Accounts receivable, net
|
|
|
||||||
Total current assets
|
|
|
||||||
Property and equipment, net
|
|
|
||||||
Goodwill
|
||||||||
Intangible assets, net
|
|
|
||||||
Right-of-use assets, net
|
||||||||
Total assets
|
$
|
|
$
|
|
||||
Liabilities and Stockholders’ Equity
|
||||||||
Current Liabilities:
|
||||||||
Accounts payable and accrued expenses
|
$
|
|
$
|
|
||||
|
|
|
||||||
Unearned revenue
|
|
|
||||||
Current portion of long-term debt
|
||||||||
Current portion of operating lease liability
|
|
|
||||||
Total current liabilities
|
|
|
||||||
Long-term operating lease liability
|
|
|
||||||
Long-term debt - other
|
||||||||
Total liabilities
|
|
|
||||||
Commitments and contingencies (Note 16)
|
||||||||
Stockholders’ Equity:
|
||||||||
Preferred Stock $
|
|
|
||||||
Common Stock $
|
|
|
||||||
Paid in capital
|
|
|
||||||
Treasury stock, at cost (
|
( |
) | ( |
) | ||||
Accumulated deficit
|
(
|
)
|
(
|
)
|
||||
Total stockholders’ equity
|
|
|
||||||
Total liabilities and stockholders’ equity
|
$
|
|
$
|
|
Three Months
Ended |
||||||||
March 31,
|
March 31,
|
|||||||
(in thousands except share and per share data)
|
2025
|
2024
|
||||||
Net sales
|
$
|
|
$
|
|
||||
Operating costs and expenses(1) | ||||||||
Cost of revenue
|
|
|
||||||
Research and development
|
|
|
||||||
Sales and marketing
|
|
|
||||||
General and administration
|
|
|
||||||
Depreciation and amortization
|
|
|
||||||
Total operating costs and expenses
|
|
|
||||||
Loss from operations
|
(
|
)
|
(
|
)
|
||||
Interest income
|
|
|
||||||
Interest expense
|
(
|
)
|
(
|
)
|
||||
Change in fair value of derivative liabilities
|
|
(
|
)
|
|||||
Loss on the conversion of convertible debt
|
( |
) | ||||||
Loss from operations before income taxes
|
(
|
)
|
(
|
)
|
||||
Income tax expense
|
|
|
||||||
Net loss
|
$
|
(
|
)
|
$
|
(
|
)
|
||
Loss per share attributable to common stockholders:
|
||||||||
Basic
|
$
|
(
|
)
|
$
|
(
|
)
|
||
Diluted*
|
$
|
(
|
)
|
$
|
(
|
)
|
||
Weighted Average Shares used to compute net loss per share attributable to common stockholders:
|
||||||||
Basic
|
|
|
||||||
Diluted
|
|
|
||||||
(1)
|
||||||||
Research and development
|
$ |
|
$ |
|
||||
General and administration
|
|
|
||||||
Total stock based compensation expense
|
$
|
|
$
|
|
(in thousands, except share data)
|
Common Stock
Number of Shares
|
Par Value
$0.0001
|
Treasury Stock
Number of Shares
|
Treasury Stock |
Paid in Capital
|
Accumulated Deficit
|
Total
Stockholders’
Equity/(Deficit)
|
|||||||||||||||||||||
Balance as of December 31, 2023
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||||||||||||
Fair value of earnout shares | ( |
) | ||||||||||||||||||||||||||
Conversion of convertible notes upon reverse capitalization
|
||||||||||||||||||||||||||||
Stock based compensation | ||||||||||||||||||||||||||||
Issuance of common stock upon reverse capitalization
|
||||||||||||||||||||||||||||
Conversion of executive and vendor notes to common stock
|
( |
) | ||||||||||||||||||||||||||
Net loss
|
-
|
|
-
|
|
(
|
)
|
(
|
)
|
||||||||||||||||||||
Balance as of March 31, 2024
|
|
$
|
|
$ |
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||||||||||
Balance as of December 31, 2024
|
|
$
|
|
(
|
)
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||||||
Exercise of Warrants
|
||||||||||||||||||||||||||||
Stock based compensation
|
||||||||||||||||||||||||||||
Treasury stock
|
- | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||
Vesting of restricted stock units
|
||||||||||||||||||||||||||||
Net loss
|
- |
|
-
|
|
(
|
)
|
(
|
)
|
||||||||||||||||||||
Balance as of March 31, 2025
|
|
$
|
|
(
|
)
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
$
|
|
Three Months Ended
|
||||||||
March 31, | March 31, | |||||||
(in thousands)
|
2025
|
2024
|
||||||
Cash flows from operating activities
|
||||||||
Net loss
|
$
|
(
|
)
|
$
|
(
|
)
|
||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Non-cash interest expense on debt
|
|
|
||||||
Change in fair value of derivative liability
|
|
|
||||||
Depreciation and amortization
|
|
|
||||||
Loss on extinguishment of debt
|
|
|
||||||
Stock based compensation
|
|
|
||||||
Operating lease amortization
|
|
|
||||||
Change in operating assets and liabilities
|
||||||||
Prepaid expenses and other current assets
|
(
|
)
|
|
|||||
Accounts receivable
|
(
|
)
|
|
|||||
Unearned revenue
|
(
|
)
|
(
|
)
|
||||
Operating lease liabilities
|
( |
) | ( |
) | ||||
Accounts payable and accrued expenses
|
|
|
||||||
Net cash used in operating activities
|
(
|
)
|
(
|
)
|
||||
Cash flows used in investing activities
|
||||||||
Purchases of property and equipment
|
(
|
)
|
|
|||||
Purchases of short-term investments |
( |
) | ||||||
Net cash used in investing activities
|
(
|
)
|
|
|||||
Cash flows provided by financing activities
|
||||||||
Proceeds of convertible promissory notes
|
|
|
||||||
Proceeds from merger
|
|
|
||||||
Repurchase of common stock |
( |
) | ||||||
Proceeds from the exercise of warrants, net
|
||||||||
Net cash (used in) provided by financing activities
|
(
|
)
|
|
|||||
Net change in cash and cash equivalents
|
(
|
)
|
|
|||||
Cash and cash equivalents, beginning of period
|
|
|
||||||
Cash and cash equivalents, end of period
|
$
|
|
$
|
|
||||
Reconciliation of cash and cash equivalents and restricted cash to the condensed consolidated balance sheets
|
||||||||
Cash and cash equivalents
|
$ | $ | ||||||
Restricted cash
|
||||||||
Total cash and cash equivalents and restricted cash, end of period
|
$ | $ | ||||||
Supplemental disclosure of cash flow information
|
||||||||
Cash paid for interest
|
$
|
|
$
|
|
||||
Cash paid for taxes
|
$
|
|
$
|
|
||||
Noncash investing and financing activities
|
||||||||
Shares issued for conversion of convertible notes
|
$
|
|
$
|
|
•
|
The pre-combination equity holders of Private TMTG hold the majority of voting rights in TMTG;
|
•
|
The pre-combination equity holders of Private TMTG had the right to appoint the majority of the directors on TMTG’s Board;
|
•
|
Private TMTG senior management (executives) are the senior management (executives) of TMTG; and
|
•
|
Operations of Private TMTG comprise the ongoing operations of TMTG.
|
Cash-trust and cash, net of redemptions
|
$
|
|
||
Add: other assets
|
|
|||
Less: accrued expenses
|
(
|
)
|
||
Less: notes payable
|
(
|
)
|
||
Reverse recapitalization, net
|
$
|
|
Digital World common stock, outstanding prior to the Business Combination
|
|
|||
Shares issued to Digital World convertible noteholders, converted immediately prior to Business Combination
|
|
|||
Predecessor TMTG Shares
|
|
|||
Shares issued to former TMTG convertible noteholders
|
|
|||
Common stock immediately after the Business Combination (1)
|
|
(1) |
|
Predecessor TMTG
Shares
|
Shares issued to
shareholders of
Predecessor TMTG
|
|||||||
Common stock
|
|
|
||||||
|
|
|
1. |
The stock price was simulated for the defined term (
|
2. |
The vest date was determined as the date the stock price achieved the different stock price thresholds, which were $
|
3. |
The payoff was calculated as the number of shares issued per tranche (
|
4. |
The payoff was discounted to the present value using the interpolated risk-free rate ranging from
|
Balance at December 31, 2024
|
$
|
|
||
Goodwill related to acquisitions
|
|
|||
Balance at March 31, 2025
|
$
|
|
March 31, 2025
|
||||||||||||
Gross Carrying Amount
|
Accumulated Amortization
|
Net Carrying Amount
|
||||||||||
Finite-lived intangible asset
|
||||||||||||
Source code and technology
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||
Exclusivity rights
|
|
(
|
)
|
|
||||||||
Intangible assets, net
|
$
|
|
$
|
(
|
)
|
$
|
|
Year Ending December 31:
|
||||
2025
|
$
|
|
||
2026
|
|
|||
2027
|
|
|||
2028
|
|
|||
2029
|
|
|||
$
|
|
December 31, 2024
|
||||||||||||
Gross Carrying Amount
|
Accumulated Amortization
|
Net Carrying Amount
|
||||||||||
Finite-lived intangible asset
|
||||||||||||
Source code and technology
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||
Exclusivity rights
|
|
(
|
)
|
|
||||||||
Intangible assets, net
|
$
|
|
$
|
(
|
)
|
$
|
|
|
March 31, 2025
|
December 31, 2024
|
||||||
Property and equipment
|
||||||||
Furniture and equipment
|
$
|
|
$
|
|
||||
Computer equipment
|
|
|
||||||
Accumulated depreciation
|
(
|
)
|
(
|
)
|
||||
Property and equipment, net
|
$
|
|
$
|
|
|
March 31, 2025 |
December 31, 2024
|
||||||
Accounts payable
|
$
|
|
$
|
|
||||
Other accrued expenses
|
|
|
||||||
Income tax payable
|
|
|
||||||
Franchise tax payable
|
|
|
||||||
Accounts payable and accrued expenses
|
$
|
|
$
|
|
|
Classification
|
March 31, 2025
|
December 31, 2024
|
|||||||
Lease assets
|
||||||||||
Operating lease cost ROU assets, net
|
|
$
|
|
$
|
|
|||||
Total lease assets
|
$
|
|
$
|
|
||||||
Lease liabilities
|
||||||||||
Operating lease liabilities, current
|
|
$
|
|
$
|
|
|||||
Operating lease liabilities, non-current
|
|
|
|
|||||||
Total lease liabilities
|
$
|
|
$
|
|
Three months period ended
|
||||||||
|
March 31, 2025
|
March 31, 2024
|
||||||
Lease costs
|
||||||||
Operating lease costs
|
$
|
|
$
|
|
||||
Variable lease costs |
||||||||
Short-term lease costs |
||||||||
Total lease costs
|
$
|
|
$
|
|
|
|
|||
2025
|
$
|
|
||
2026
|
|
|||
2027
|
|
|||
2028 |
||||
2029 |
||||
Total future minimum lease payments
|
|
|||
Amount representing interest
|
(
|
)
|
||
Present value of net future minimum lease payments
|
$
|
|
As of March 31, 2025
|
||||||||||||
|
Quoted prices in
active markets
for identical
assets
(Level 1)
|
Significant
other
observable
inputs
(Level 2)
|
Significant unobservable inputs
(Level 3)
|
|||||||||
Repurchase agreements
|
$ | $ |
$
|
|
||||||||
Total assets measured at fair value
|
$ | $ | $ |
As of December 31, 2024
|
||||||||||||
|
Quoted prices in
active markets
for identical assets
(Level 1)
|
Significant
other
observable
inputs
(Level 2)
|
Significant unobservable inputs
(Level 3)
|
|||||||||
Repurchase agreements
|
$ | $ |
$
|
|
||||||||
Total assets measured at fair value | $ |
$ |
$ |
March 31, 2025
|
March 31, 2024
|
|||||||
Convertible notes
|
|
|
||||||
Warrants
|
|
|
||||||
RSUs |
||||||||
Total common stock equivalents excluded from dilutive income/loss per share
|
|
|
Warrants
|
Weighted
Average
Exercise
Price
|
Weighted Average
Remaining
Contractual Life
(in years)
|
Aggregate
Intrinsic
Value
|
|||||||||||||
Outstanding at January 1, 2025
|
|
$
|
|
|
|
|||||||||||
Granted
|
|
|
-
|
-
|
||||||||||||
Exercised
|
(
|
)
|
|
-
|
-
|
|||||||||||
Expired or cancelled
|
|
|
-
|
-
|
||||||||||||
Outstanding at March 31, 2025
|
|
$
|
|
|
$
|
|
||||||||||
Exercisable at March 31, 2025
|
|
$
|
|
|
$
|
|
Number of Shares of
Common Stock
|
Weighted Average
Grant-Date Fair
Value
|
|||||||
Outstanding at January 1, 2025
|
|
$
|
|
|||||
Granted: RSUs
|
|
|
||||||
Vested
|
(
|
)
|
|
|||||
Forfeited
|
(
|
)
|
|
|||||
Outstanding at March 31, 2025
|
|
$
|
|
(in thousands) |
Three months ended March 31, | |||||||
2025
|
2024
|
|||||||
Net loss
|
$
|
(
|
)
|
$
|
(
|
)
|
||
Interest (income)/expense, net
|
(
|
)
|
|
|||||
Depreciation and amortization
|
|
|
||||||
Stock-based compensation
|
|
|
||||||
Change in fair value of derivative liabilities
|
|
|
||||||
Loss on extinguishment of debt
|
|
|
||||||
Segment EBITDA
|
$
|
(
|
)
|
$
|
(
|
)
|
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
(in thousands)
|
For the three months
March 31,
2025
|
For the three months
March 31,
2024
|
Variance,
$
|
Variance,
%
|
||||||||||||
Revenue
|
$
|
821.2
|
$
|
770.5
|
50.7
|
7
|
%
|
|||||||||
Cost of revenue
|
336.7
|
93.4
|
243.3
|
260
|
%
|
|||||||||||
Research and development
|
12,564.9
|
33,158.6
|
(20,593.7
|
)
|
(62
|
%)
|
||||||||||
Sales and marketing
|
497.4
|
1,070.4
|
(573.0
|
)
|
(54
|
%)
|
||||||||||
General and administration
|
25,178.0
|
64,795.1
|
(39,617.1
|
)
|
(61
|
%)
|
||||||||||
Depreciation and amortization
|
1,779.2
|
5.6
|
1,773.6
|
31,671
|
%
|
|||||||||||
|
||||||||||||||||
Total operating costs and expenses
|
40,356.2
|
99,123.1
|
(58,766.9
|
)
|
(59
|
%)
|
||||||||||
Loss from operations
|
(39,535.0
|
)
|
(98,352.6
|
)
|
58,817.6
|
(60
|
%)
|
|||||||||
Other income/(expense):
|
||||||||||||||||
Interest income
|
7,995.2
|
28.8
|
7,966.4
|
27,661
|
%
|
|||||||||||
Interest expense
|
(186.8
|
)
|
(2,817.6
|
)
|
2,630.8
|
(93
|
%)
|
|||||||||
Change in fair value of derivative liabilities
|
-
|
(225,916.0
|
)
|
225,916.0
|
(100
|
%)
|
||||||||||
Loss on the extinguishment of debt
|
-
|
(542.3
|
)
|
542.3
|
(100
|
%)
|
||||||||||
Loss before income taxes
|
(31,726.6
|
)
|
(327,599.7
|
)
|
295,873.1
|
(90
|
%)
|
(in thousands)
|
For the three
months ended
March 31, 2025
|
For the three
months ended
March 31, 2024
|
Variance
|
|||||||||
Net cash used in operating activities
|
$
|
(9,737.8
|
)
|
$
|
(9,316.0
|
)
|
$
|
(421.8
|
)
|
|||
Net cash used in investing activities
|
(6,310.1
|
)
|
-
|
(6,310.1
|
)
|
|||||||
Net cash (used in)/provided by financing activities
|
$
|
(8,060.8
|
)
|
$
|
280,472.5
|
$
|
(288,533.3
|
)
|
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4. |
Controls and Procedures
|
Item 1. |
Legal Proceedings.
|
Item 1A. |
Risk Factors.
|
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds.
|
Item 3. |
Defaults Upon Senior Securities.
|
Item 4. |
Mine Safety Disclosures.
|
Item 5. |
Other Information.
|
Item 6. |
Exhibits
|
Exhibit No.
|
Description of Exhibit
|
|
Articles of Incorporation of Incorporation of Trump Media & Technology Group Corp. (incorporated by reference to Exhibit 3.1 to the Current Report on Form
8-K, filed by Trump Media & Technology Group Corp. on April 30, 2025)
|
||
Bylaws of Trump Media & Technology Group Corp. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K, filed by Trump Media &
Technology Group Corp. on April 30, 2025)
|
||
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
||
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
||
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
||
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
||
101.INS*
|
Inline XBRL Instance Document
|
|
101.SCH*
|
Inline XBRL Taxonomy Extension Schema Document
|
|
101.CAL*
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.DEF*
|
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB*
|
Inline XBRL Taxonomy Extension Labels Linkbase Document
|
|
101.PRE*
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
|
104*
|
Cover Page Interactive Data File.
|
TRUMP MEDIA & TECHNOLOGY GROUP CORP.
|
||
Date: May 9, 2025
|
By:
|
/s/ Devin Nunes
|
Name:
|
Devin Nunes
|
|
Title:
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
||
Date: May 9, 2025
|
By:
|
/s/ Phillip Juhan
|
Name:
|
Phillip Juhan
|
|
Title:
|
Chief Financial Officer
|
|
(Principal Financial and Accounting Officer)
|
1. |
I have reviewed this Quarterly Report on Form 10-Q of Trump Media & Technology Group Corp.;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;
|
4. |
The registrant’s other certifying officer(s) and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made
known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
|
d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the
registrant’s board of directors (or persons performing the equivalent functions):
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and
|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: May 9, 2025
|
By:
|
/s/ Devin Nunes
|
Devin Nunes
|
||
Chief Executive Officer
|
||
(Principal Executive Officer)
|
1. |
I have reviewed this Quarterly Report on Form 10-Q of Trump Media & Technology Group Corp.;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;
|
4. |
The registrant’s other certifying officer(s) and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made
known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
|
d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the
registrant’s board of directors (or persons performing the equivalent functions):
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and
|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: May 9, 2025
|
By:
|
/s/ Phillip Juhan
|
Phillip Juhan
|
||
Chief Financial Officer
|
||
(Principal Financial and Accounting Officer)
|
1. |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
2. |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.
|
Date: May 9, 2025
|
By:
|
/s/ Devin Nunes
|
Devin Nunes
|
||
Chief Executive Officer
|
||
(Principal Executive Officer)
|
1. |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
2. |
To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the report.
|
Date: May 9, 2025
|
By:
|
/s/ Phillip Juhan
|
Phillip Juhan
|
||
Chief Financial Officer
|
||
(Principal Financial and Accounting Officer)
|