Newsmax Inc.

On April 4, 2025, we entered into the Purchase Agreement with the Selling Stockholder. Pursuant to the Purchase Agreement, we have the right, but not the obligation, to sell to the Selling Stockholder up to $1,200,000,000 of our Class B Common Stock, subject to certain limitations and conditions set forth in the Purchase Agreement, from time to time during the term of the Purchase Agreement. Sales of shares of our Class B Common Stock to the Selling Stockholder under the Purchase Agreement, and the timing of any such sales, are at our option. In accordance with our obligations under the Purchase Agreement, we have filed the registration statement of which this prospectus forms a part with the SEC to register under the Securities Act the resale by the Selling Stockholder of up to 25,633,636 shares of Class B Common Stock, consisting of 8,724 Commitment Shares that we issued to the Selling Stockholder as payment of a commitment fee for the Selling Stockholder’s obligations under the Purchase Agreement.

We do not have the right to commence any sales of shares of our Class B Common Stock to the Selling Stockholder under the Purchase Agreement until the date on which all of the conditions to the Selling Stockholder’s purchase obligation set forth in the Purchase Agreement have been satisfied, including that the registration statement of which this prospectus forms a part be declared effective by the SEC and the final form of this prospectus is filed with the SEC. Upon the satisfaction of the conditions to the Selling Stockholder’s purchase obligation set forth in the Purchase Agreement, we may, from time to time, until the 24-month anniversary of the date of the Purchase Agreement, direct the Selling Stockholder to purchase a specified amount of shares of our Class B Common Stock (each such sale, an “Advance”) by delivering written notice to the Selling Stockholder (each, an “Advance Notice”).

The per share subscription price the Selling Stockholder will pay for the shares of our Class B Common Stock will be either of the following, at our election:

(i) 97% of the VWAP (as defined below) during the pricing period commencing upon receipt by the Selling Stockholder of an Advance Notice (or the next trading day if received after the close of the market) and terminating at the close of market on such day; or

(ii) 97.25% of the lowest daily VWAP during the three consecutive trading days commencing on (x) the trading day the Advance Notice is received by the Selling Stockholder if received prior to 9:30 AM eastern time, or (y) the immediately succeeding trading day if received after 9:30 AM eastern time.

“VWAP” means, for any trading day or specified period, the daily volume weighted average price of our Class B Common Stock for such period on the NYSE as reported by Bloomberg L.P. There is no upper limit on the subscription price per share that the Selling Stockholder could be obligated to pay for the shares of our Class B Common Stock.

In the case of the election pursuant to clause (i), if the total number of shares of Class B Common Stock traded during the pricing period is less than the Volume Threshold, then the number of shares of Class B Common Stock issued and sold pursuant to such Advance Notice will be reduced to the greater of (A) 30% of the trading volume during such pricing period and (B) the number of shares of Class B Common Stock sold by the Selling Stockholder during the pricing period. The “Volume Threshold” is equal to the number of shares of Class B Common Stock requested by us in the Advance divided by 0.30.

In the case of the election pursuant to clause (ii), we may set a minimum price, and if the VWAP on any trading day during the three-day pricing period is below such minimum price, then for each such trading day, the requested Advance amount will be reduced by an amount equal to 33% of the original amount requested in the Advance and such day will not be factored in to the determination of the price paid by the Selling Stockholder. Notwithstanding the foregoing, the Purchase Agreement permits the Selling Stockholder to sell shares of Class B Common Stock on a day in which the VWAP is below the minimum price set by us, but the Selling Stockholder must pay us 97.25% of such minimum price set by us multiplied by the number of shares of Class B Common Stock sold.

We will control the timing and amount of any sales of shares of Class B Common Stock to the Selling Stockholder. Actual sales of shares of our Class B Common Stock to the Selling Stockholder under the Purchase Agreement will depend on a variety of factors to be determined by us from time to time, which may include, among other things, market conditions, the trading price of our Class B Common Stock Common Stock and determinations by us as to the appropriate sources of funding for our business and operations.

The Selling Stockholder will not be obligated to subscribe to any shares of our Class B Common Stock under the Purchase Agreement which, when aggregated with all other shares then beneficially owned by the Selling Stockholder and its affiliates (as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by the Selling Stockholder and its affiliates to exceed 4.99% of the outstanding voting power or number of our Class B Common Stock.

The net proceeds under the Purchase Agreement to us will depend on the frequency and prices at which we sell shares of Class B Common Stock to the Selling Stockholder. We expect that any proceeds received by us from such sales to the Selling Stockholder will be used for working capital and general corporate purposes.

As consideration for the Selling Stockholder’s commitment to purchase shares of Class B Common Stock at our direction upon the terms and subject to the conditions set forth in the Purchase Agreement, we agreed to pay the Selling Stockholder, (i) a structuring fee in the amount of $25,000 and (ii) a commitment fee in the form of $500,000 of shares of Class B Common Stock (the “Commitment Shares”) based on the VWAP on the trading day prior to the date of the Purchase Agreement. We issued 8,724 Commitment Shares to the Selling Stockholder following execution of the Purchase Agreement.

The Purchase Agreement contains customary representations, warranties, conditions and indemnification obligations of the parties. The representations, warranties and covenants contained in such agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.

We will not effect any sales under the Purchase Agreement and the Selling Stockholder will not have any obligation to purchase shares of Class B Common Stock under the Purchase Agreement to the extent that after giving effect to such purchase and sale the aggregate number of shares of Class B Common Stock issued under the Purchase Agreement together with any shares of Class B Common Stock issued in connection with any other transactions that may be considered part of the same series of transactions, where the number of shares issued would exceed the Exchange Cap representing 19.99% of our outstanding common stock (including our Class A common stock on as-converted basis). Thus, we may not have access to the right to sell the full $1,200,000,000 shares of Class B Common Stock to the Selling Stockholder.

We do not know what the subscription price for the shares of Class B Common Stock will be and therefore cannot be certain as to the number of shares of Class B Common Stock we might issue to the Selling Stockholder under the Purchase Agreement.

There are substantial risks to stockholders as a result of the sale and issuance of shares of our Class B Common Stock to the Selling Stockholder under the Purchase Agreement. These risks include the potential for substantial dilution and significant declines in the share price of our securities. See “Risk Factors” beginning on page 5 of this prospectus and in the section titled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Advances of Shares Under the Purchase Agreement

Advances

We have the right, but not the obligation, from time to time at our discretion, and up to an aggregate subscription amount of $1,200,000,000, to direct the Selling Stockholder to Advance a specified maximum amount of shares by delivering an Advance Notice on any trading day. Each Advance may be up to such amount as is equal to 100% of the average daily volume traded of our Class B Common Stock during the 5 trading days immediately prior to the date we request each Advance.

Conditions to Each Advance

The Selling Stockholder’s obligation to accept Advance Notices that are timely delivered by us under the Purchase Agreement and to purchase shares in Advances under the Purchase Agreement, is subject to the satisfaction, at the applicable date of delivery of an Advance Notice, of certain conditions, including:

Termination of the Purchase Agreement

Unless earlier terminated as provided in the Purchase Agreement, the Purchase Agreement will terminate automatically on the earliest to occur of:

We also have the right to terminate the Purchase Agreement at any time, at no cost or penalty, upon five (5) trading days’ prior written notice to the Selling Stockholder, provided that there are no outstanding Advance Notices under which we are to issue shares.

We and the Selling Stockholder may also agree to terminate the Purchase Agreement by mutual written consent. Neither we nor the Selling Stockholder may assign or transfer their respective rights and obligations under the Purchase Agreement, and no provision of the Purchase Agreement may be modified or waived by us or the Selling Stockholder other than by an instrument in writing signed by both parties.

No Short-Selling by the Selling Stockholder

The Selling Stockholder has agreed that it and its affiliates will not engage in any short sales during the term of the Purchase Agreement with respect to the shares of Class B Common Stock. The Purchase Agreement stipulates that the Selling Stockholder may sell our shares of Class B Common Stock to be issued pursuant to an Advance Notice, following receipt of the Advance Notice, but prior to receiving such shares and may sell other shares of Class B Common Stock acquired pursuant to the Purchase Agreement that the Selling Stockholder has continuously held from a prior date of acquisition.

Effect of Sales of Shares of Class B Common Stock under the Purchase Agreement on Stockholders

All shares of Class B Common Stock that may be issued or sold by us to the Selling Stockholder under the Purchase Agreement, when registered under the Securities Act for resale by the Selling Stockholder in this offering are expected to be freely tradable. The shares of Class B Common Stock being registered for resale in this offering may be issued and sold by us to the Selling Stockholder from time to time at its discretion over the term of the Purchase Agreement. The resale by the Selling Stockholder of a significant amount of shares registered for resale at any given time, or the perception that such sales may occur, could cause the market price of our Class B Common Stock to decline and to be highly volatile. Sales of shares of our Class B Common Stock, if any, to the Selling Stockholder under the Purchase Agreement will depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to the Selling Stockholder all, some or none of the shares of our Class B Common Stock that may be available to sell to the Selling Stockholder pursuant to the Purchase Agreement.

If and when we do elect to sell shares of our Class B Common Stock to the Selling Stockholder pursuant to the Purchase Agreement, the Selling Stockholder may resell all, some or none of such shares in its discretion and at different prices subject to the terms of the Purchase Agreement. As a result, investors who purchase shares from the Selling Stockholder in this offering at different times will likely pay different prices for those shares, and so may experience different levels of dilution and in some cases substantial dilution and different outcomes in their investment results. Investors may experience a decline in the value of the shares they purchase from the Selling Stockholder in this offering as a result of future sales made by us to the Selling Stockholder at prices lower than the prices such investors paid for their shares. In addition, if we sell a substantial number of shares to the Selling Stockholder under the Purchase Agreement, or if investors expect that we will do so, the actual sales of shares or the mere existence of the Purchase Agreement arrangement with the Selling Stockholder may make it more difficult for us to sell equity or equity-related securities in the future at a desirable time and price.

Because the purchase price per share to be paid by the Selling Stockholder for the shares that we may elect to sell to the Selling Stockholder under the Purchase Agreement, if any, will fluctuate based on the market prices of our Class B Common Stock during the applicable Pricing Period (as defined in the Purchase Agreement), as of the date of this prospectus, we cannot reliably predict the number of shares of Class B Common Stock that we will sell to the Selling Stockholder under the Purchase Agreement, the actual purchase price per share of Class B Common Stock to be paid by the Selling Stockholder for those shares, or the actual gross proceeds to be raised by us from those sales, if any. For illustrative purposes, if we were to sell all the shares registered herein to the Selling Stockholder at the closing trade price of our Class B Common Stock on April 15, 2025, which was $26.14 per share, the Company would receive gross proceeds of approximately $669.8 million. Net proceeds received by the Company would be subject to applicable minor discounts and the purchase price elections as further described above.

The issuance, if any, of shares of our Class B Common Stock to the Selling Stockholder pursuant to the Purchase Agreement will not affect the rights or privileges of our existing stockholders, except that the economic and voting interests of each of our existing stockholders would be diluted. Although the number of shares that existing stockholders own would not decrease as a result of sales, if any, under the Purchase Agreement, the shares owned by our existing stockholders would represent a smaller percentage of our total outstanding Class B Common Stock after any such issuance.