Snail Inc-A 2024年度报告

FORM10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31,2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934FOR THE TRANSITION PERIOD FROM TO Commission File Number001-41556 (Exact name of Registrant as specified in its Charter) Securities registered pursuant to Section 12(b) of the Act: TheNasdaqStock Market LLC(The Nasdaq Capital Market) Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES☐NO☒ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES☐NO☒ Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.YES☒NO☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required tosubmit such files).YES☒NO☐ Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filerEmerging growth company ☐Accelerated filer☒Smaller reporting company☒ If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES☐NO☒ As of June 28, 2024, the last business day of the Registrant’s most recently completed second quarter, there was no public market forthe Registrant’s class B common stock. The aggregate market value of voting and non-voting common equity held by non-affiliates ofthe Registrant, based on the closing price of the Registrant’s Class A common stock on the Nasdaq Capital Market on June 28, 2024,was $6,903,794. Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. Class A Common Stock, par value $0.0001per shareClass B Common Stock, par value $0.0001per share DOCUMENTS INCORPORATED BY REFERENCE Part III of this Annual Report on Form 10-K incorporates certain information by reference from the definitive proxy statement for theRegistrant’s 2025 Annual Meeting of Stockholders to be filed within 120 days of the Registrant’s fiscal year ended December 31, 2024(the “Proxy Statement”). Except with respect to information specifically incorporated by reference in this Form 10-K, the ProxyStatement is not deemed to be filed as part of this Form 10-K. SNAIL, INC. AND SUBSIDIARIESForm 10-KFor the Year Ended December 31, 2024 Table of Contents PageCautionary StatementiiPART I.Item 1.Business1Item 1A.Risk Factors10Item 1B.Unresolved Staff Comments41Item 1C.Cybersecurity Risk Management, Strategy and Governance41Item 2.Properties42Item 3.Legal Proceedings42Item 4.Mine Safety Disclosures42PART II.Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities42Item 6.[Reserved]44Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations44Item 7A.Quantitative and Qualitative Disclosures About Market Risk58Item 8.Financial Statements and Supplementary Data58Item 9.Changes in and Disagreements with Accounta