Newsmax Inc.

The following risk factor updates the risk factors previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Except as set forth below and in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, there have been no material changes to the risk factors disclosed in our Annual Report.

Risks Related to Being a Public Company

Our anticipated transition from non-accelerated filer status to accelerated filer status for our fiscal year end December 31, 2026 10-K will increase our disclosure, reporting, internal control and compliance obligations, require additional resources, and may adversely affect our ability to timely and accurately satisfy our public company reporting requirements.

We currently qualify as an emerging growth company and a non-accelerated filer and are eligible for certain scaled disclosure accommodations and longer filing deadlines. Based on the size of our public float at June 30, 2026 we expect that we may no longer qualify as a non-accelerated filer at December 31, 2026. As an accelerated filer we will be required to provide disclosures applicable to larger reporting companies. These may include additional financial statement periods and other expanded financial and nonfinancial disclosures. As an accelerated filer, we also will be subject to shorter deadlines for filing our periodic reports. Satisfying these requirements will require us to accelerate our financial close, consolidation, review, disclosure and certification processes while preparing more extensive disclosures.

The anticipated transition will increase demands on our accounting, finance, legal, information technology, internal audit and other personnel, as well as on our independent registered public accounting firm and external advisors. We expect to incur additional expenses to recruit and retain personnel with public company reporting and internal control expertise, enhance our financial reporting systems, formalize and document policies and procedures, expand management review and monitoring controls, perform additional testing, and support more extensive audit and disclosure committee procedures. These activities may divert management attention from operating and growing our business, and our expenditures may be greater than anticipated.