Dominari Holdings Inc.

Previous wording

On October 13, 2023, the Company entered into two separate Limited Liability Company Agreements with Dominari Manager LLC (“Manager”) and Dominari IMLLC (“Investment Manager”) which are both wholly owned subsidiaries and whose operations are included within the consolidated condensed financial statements of Dominari. Manager was named as the manager of Dominari Master SPV LLC (the “Master SPV”), a limited liability company formed by the Company in 2022, and is responsible for the day-to-day operations of the Master SPV. Investment Manager was named the investment manager of Master SPV and is responsible for providing investment advice and decisions on behalf of the Master SPV. Beginning in March 2024, the Manager established various series of funds (the “Series”) of the Master SPV for the purpose of making investments in companies identified by the Investment Manager with proceeds generated by the sale of non-voting interests in such Series by the Master SPV to investors, in which the Company may, from time to time as it deems appropriate, also invest in such series alongside third-party investors.

Current wording

On October 13, 2023, the Company entered into two separate Limited Liability Company Agreements with Dominari Manager LLC (“Manager”) and Dominari IMLLC (“Investment Manager”) which are both wholly owned subsidiaries and whose operations are included within the unaudited condensed consolidated financial statements of Dominari. Manager was named as the manager of Dominari Master SPV LLC (the “Master SPV”), a limited liability company formed by the Company in 2022, and is responsible for the day-to-day operations of the Master SPV. Investment Manager was named the investment manager of Master SPV and is responsible for providing investment advice and decisions on behalf of the Master SPV. Beginning in March 2024, the Manager established various series of funds (the “Series”) of the Master SPV for the purpose of making investments in companies identified by the Investment Manager with proceeds generated by the sale of non-voting interests in such Series by the Master SPV to investors, in which the Company may, from time to time as it deems appropriate, also invest in such series alongside third-party investors.

Previous wording

On June 17, 2025, the Company entered into two Limited Liability Agreements with American Ventures Management LLC (“AV Manager”) and American Ventures IM LLC (“AV Investment Manager”) and was assigned ninety percent (90%) Membership Interest in each, which are both ninety percent (90%) majority owned subsidiaries of the Company and whose operations are included within the consolidated financial statements of Dominari Holdings Inc. AV Manager was named as the manager of American Ventures LLC (the “AV Master SPV”), a series limited liability company formed by AV Manager and owned by the investors of each fund series, and is responsible for the day-to-day operations of the AV Master SPV. AV Investment Manager was named the investment manager of the AV Master SPV and is responsible for providing investment advice and decisions on behalf of the AV Master SPV. AV Manager and AV Investment Manager are the managing members of AV Master SPV and may not be removed without their respective consent. The other members of AV Master SPV are the passive investing members of each series of funds (the “AV Series”) established under the AV Master SPV. The AV Manager established various AV Series of the AV Master SPV for the purpose of making investments in companies identified by the AV Investment Manager with proceeds generated by the sale of non-voting interests in such AV Series by the AV Master SPV to investors, in which the Company may, from time to time as it deems appropriate, also invest in such series alongside third-party investors.

Current wording

On June 17, 2025, the Company entered into two Limited Liability Agreements with American Ventures Management LLC (“AV Manager”) and American Ventures IM LLC (“AV Investment Manager”) and was assigned ninety percent (90%) Membership Interest in each, which are both ninety percent (90%) majority owned subsidiaries of the Company and whose operations are included within the unaudited condensed consolidated financial statements of Dominari Holdings Inc. AV Manager was named as the manager of American Ventures LLC (the “AV Master SPV”), a series limited liability company formed by AV Manager and owned by the investors of each fund series, and is responsible for the day-to-day operations of the AV Master SPV. AV Investment Manager was named the investment manager of the AV Master SPV and is responsible for providing investment advice and decisions on behalf of the AV Master SPV. AV Manager and AV Investment Manager are the managing members of AV Master SPV and may not be removed without their respective consent. The other members of AV Master SPV are the passive investing members of each series of funds (the “AV Series”) established under the AV Master SPV. The AV Manager established various AV Series of the AV Master SPV for the purpose of making investments in companies identified by the AV Investment Manager with proceeds generated by the sale of non-voting interests in such AV Series by the AV Master SPV to investors, in which the Company may, from time to time as it deems appropriate, also invest in such series alongside third-party investors.

Previous wording

We prepare our condensed consolidated financial statements in accordance with GAAP. The preparation of these condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. We base our estimates on historical experience and other assumptions that we believe are reasonable under the circumstances. Our actual results could differ significantly from these estimates under different assumptions and conditions.

Current wording

We prepare our unaudited condensed consolidated financial statements in accordance with GAAP. The preparation of these unaudited condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. We base our estimates on historical experience and other assumptions that we believe are reasonable under the circumstances. Our actual results could differ significantly from these estimates under different assumptions and conditions.

Previous wording

There have been no material changes to our critical accounting estimates as compared to the critical accounting estimates discussed in the Form 10- K.

Current wording

In addition to our critical accounting estimates as compared to the critical accounting estimates discussed in the Company’s Annual Report on Form 10- K, the Company considers the valuation of its warrants as a critical accounting estimate included in the September 30, 2025 unaudited condensed consolidated financial statements as follows:

Previous wording

Refer to Note 3 of the Annual Report for a discussion of our significant accounting policies.

Current wording

Refer to Note 3 of the Company’s Annual Report on Form 10-K for a discussion of our significant accounting policies.

Previous wording

During the three months ended June 30, 2025 and 2024, we recognized approximately $34.1 million and $6.2 million in revenue from operations, respectively, primarily driven by the commissions and underwriting revenue earned by Dominari Securities and Dominari Manager LLC (“Manager”). During the three months ended June 30, 2025 we incurred net income of approximately $16.6 million and during the three months ended June 30, 2024, we incurred a net loss of approximately $6.1 million. The change in net income from operations was primarily driven by increases in overall revenues and unrealized gain on long term investments offset by increases in general and administrative costs and expenses, specifically increases in stock based compensation expense of $26 million for stock options granted and $15 million increase in commissions expense.

Current wording

During the three months ended September 30, 2025 and 2024, we recognized approximately $50.8 million and $4.0 million in revenue from operations, respectively. The increase in 2025 was primarily driven by the increase in commissions of $7.7 million and underwriting revenue of $30.8 million earned by Dominari Securities and Dominari Manager LLC (“Manager”) along with $8.7 million earned in carried interest for the three months ended September 30, 2025. During the three months ended September 30, 2025, we recorded net income of approximately $126.1 million and during the three months ended September 30, 2024, we incurred a net loss of approximately $4.2 million. The change in net income from operations was primarily driven by increases in revenue and other income (see discussion below on marketable securities and long-term equity investments), and was offset by increases in general and administrative costs and expenses, specifically increases in commissions expense and stock-based compensation expense.

Previous wording

Six months ended June 30, 2025, compared to the six months ended June 30, 2024

Current wording

Nine months ended September 30, 2025, compared to the nine months ended September 30, 2024

Previous wording

The activity described above for the six months ended June 30, 2025 and 2024, is primarily a result of the Company’s continued increase in activities related to the financial services industry, overall volatility in investment valuations due to macroeconomic uncertainty impacting marketable securities and the change in carrying value of long-term equity investments. Specifically:

Current wording

The activity described above for the nine months ended September 30, 2025 and 2024, is primarily a result of the Company’s continued increase in activities related to the financial services industry, along with macroeconomic uncertainty and volatility impacting marketable securities. Specifically:

Previous wording

Our ultimate success is dependent on our ability to generate sufficient cash flow to meet our obligations on a timely basis. Our business may require significant amounts of capital to sustain operations that we need to execute our longer-term business plan to support our transition into the financial services industry. Our working capital amounted to approximately $43.8 million as of June 30, 2025. We believe our cash and cash equivalents and marketable securities, together with the anticipated cash flow from operations will be sufficient to meet our working capital and capital expenditure requirements for at least the next 12 months. In the event that cash flow from operations is not sufficient to fund our operations, as expected, or if our plans or assumptions change, including if inflation begins to have a greater impact on our business or if we decide to move forward with any activities that require more outlays of cash than originally planned, we may need to raise additional capital sooner than expected. We may raise this additional capital by obtaining additional debt or equity financing, especially if we experience downturns in our business that are more severe or longer than anticipated, or if we experience significant increases in expense levels resulting from being a publicly traded company or from continuing operations.

Current wording

Our ultimate success is dependent on our ability to generate sufficient cash flow to meet our obligations on a timely basis. Our business may require significant amounts of capital to sustain operations that we need to execute our longer-term business plan to support our transition into the financial services industry. Our working capital amounted to approximately $198.8 million as of September 30, 2025. Included in working capital is $156.4 million related to American Bitcoin shares that is subject to a lock-up period until March 1, 2026. as well as another $1.2 million of warrants for purchasing shares in publicly traded that are subject to lock-up periods that will end in November 2025 and an additional $4.0 million of warrants for purchasing shares in publicly traded companies with lock-up periods that will end by March 1, 2026. We believe our cash and cash equivalents and marketable securities, together with the anticipated cash flow from operations will be sufficient to meet our working capital and capital expenditure requirements for at least the next 12 months. In the event that cash flow from operations is not sufficient to fund our operations, as expected, or if our plans or assumptions change, including if inflation begins to have a greater impact on our business or if we decide to move forward with any activities that require more outlays of cash than originally planned, we may need to raise additional capital sooner than expected. We may raise this additional capital by obtaining additional debt or equity financing, especially if we experience downturns in our business that are more severe or longer than anticipated, or if we experience significant increases in expense levels resulting from being a publicly traded company or from continuing operations.

Previous wording

For the six months ended June 30, 2025 we generated $882,000 in operations as compared to cash flow use of $7,185,000 for the six months ended June 30, 2024 The cash provided by operating activities for the six months ended June 30, 2025, is primarily attributable to increases in receivable from clearing brokers of $2.3 million, increase in accrued commissions of $10.9 million, increase in stock based comp of $53.8 million, changes in operating assets and liabilities of approximately $2.5 million, net realized and unrealized gain on marketable securities of approximately $4.1 million, offset by a net gain on long term investments of $32.0 million, increases in prepaid expenses and other assets of approximately $10.4 million, and net loss of approximately $15.9 million. The cash used in operating activities for the six months ended June 30, 2024, is primarily attributable to a net loss of approximately $11.6 million, approximately $2.9 million of unrealized gain on marketable securities, increase in clearing broker deposits of $5.7 million, partially offset by approximately $3.3 million of realized gain on marketable securities, the change in carrying value of long term investments of approximately $5.4 million, and changes in operating assets and liabilities of $2.1 million.

Current wording

For the nine months ended September 30, 2025 we used $4.0 million in operations as compared to cash flow use of $11.9 million for the nine months ended September 30, 2024. The cash provided by operating activities for the nine months ended September 30, 2025, is primarily attributable to increases in receivable from clearing brokers of $11.6 million, increase in accrued commissions of $2.7 million , increase in stock based comp of $53.7 million, changes in operating assets and liabilities of approximately $6.2 million, net realized and unrealized gain on marketable securities of approximately $4.8 million, offset by a change in prepaid expenses and other assets of approximately $0.2 million, and net income of approximately $111.2 million. The cash used in operating activities for the nine months ended September 30, 2024, is primarily attributable to a net loss of approximately $15.7 million, approximately $3.4 million of unrealized gain on marketable securities, increase in clearing broker deposits of $6.5 million, partially offset by approximately $3.8 million of realized gain on marketable securities, the change in carrying value of long term investments of approximately $6.4 million, and changes in operating assets and liabilities of $5.7 million.

Previous wording

For the six months ended June 30, 2025 and 2024, net cash (used in) provided by investing activities was approximately ($4.3) million and $10.2 million, respectively. The cash used in investing activities for the six months ended June 30, 2025, primarily resulted from our purchases of marketable securities of approximately $13.2 million, partially offset by sale of marketable securities of $7.1 million collection of principal on notes receivable of $1.1 million, sale of long term investments $0.5 million and collection of principal from employee loans of $0.3 million. The cash provided by investing activities for the six months ended June 30, 2024, primarily resulted from our sale of marketable securities of approximately $11.6 million and collection of principal on notes receivable $0.5 million, and sale of long term investments of $3.5 million, partially offset by funds to employee loans $(1.3) million and purchases of marketable securities of approximately $4.0 million.

Current wording

For the nine months ended September 30, 2025 and 2024, net cash provided by investing activities was approximately $0.9 million and $12.5 million, respectively. The cash provided by investing activities for the nine months ended September 30, 2025, sales of marketable securities of $15.9 million, collection of principal on notes receivable of $1.1 million, sales of long term investments $0.5 million and collection of principal from employee loans of $0.3 million, and was partially offset by purchases of marketable securities of approximately $16.8 million. The cash provided by investing activities for the nine months ended September 30, 2024, primarily resulted from our sale of marketable securities of approximately $14.8 million and long term investments of approximately $ 3.5 million and collections of principal on notes receivable of $0.8 million, and was partially offset by funds loaned to employees of $2.4 million and purchases of marketable securities of approximately $4.0 million.

Previous wording

For the six months ended June 30, 2025, cash provided by financing activities was approximately $8.8 million, primarily driven by fund raising related to issuance of common stock of $13.5 million and issuance of common stock for warrants exercised of $2.3 million, partially offset by payment of dividends $(7.1) million. For the six months ended June 30, 2024, there are no cash flows from financing activities. Subsequent to the end of the reporting period, the Company distributed approximately $1 million to holders of non-controlling interests.

Current wording

For the nine months ended September 30, 2025, cash provided by financing activities was approximately $4.4 million, primarily driven by fund raising related to issuance of common stock of $13.5 million and issuance of common stock for warrants exercised of $4.6 million, partially offset by payment of dividends of $11.9 million. During the three months ended September 30, 2025, the Company distributed approximately $1.8 million to holders of non-controlling interests. For the nine months ended September 30, 2024, there are no cash flows from financing activities.