For the quarterly period endedMarch 31,2025 company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.Large accelerated filer☐Accelerated filer 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 share8,465,080Class B Common Stock, par value $0.0001per share28,748,580 Table of ContentsCautionary StatementPART I. FINANCIAL INFORMATION three months ended March 31, 2025 and 2024Snail, Inc. and Subsidiaries Condensed Consolidated Statements of Equity for the three months ended March 31,2025 and 2024Snail, Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows for the three months ended March Item 3.Quantitative and Qualitative Disclosures About Market RiskItem 4.Controls and Procedures PART II. OTHER INFORMATIONItem 1.Legal Proceedings Item 2.Unregistered Sales of Equity Securities and Use of ProceedsItem 3.Defaults Upon Senior SecuritiesItem 4.Mine Safety Disclosures as “anticipate,” “believe,” “could,” “expect,” “should,” “plan,” “intend,” “may,” “predict,” “continue,” “estimate” and “potential,” orthe negative of these terms or other similar expressions. regarding our intent, belief or current expectations. These forward-looking statements include information about possible or assumedfuture results of our business, financial condition, results of operations, liquidity, plans and objectives. Forward-looking statements arebased on our management’s beliefs and assumptions and on information currently available to our management. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-lookingstatements due to various factors, including, but not limited to, those identified described in “Part II, Item 1A. – Risk Factors,” of thisQuarterly Report. The statements we make regarding the following matters are forward-looking by their nature: ●our ability to re-establish profitable operations, raise additional capital or renegotiate our debt arrangements; ●our growth prospects and strategies;●launching new games and additional functionality to games that are commercially successful; ●our expectations regarding significant drivers of our future growth;●our failure to comply or regain compliance with the continued listing requirements of the Nasdaq Capital Market; ●our ability to retain and increase our player base and develop new video games and enhance our existing games; ●competition from companies in a number of industries, including other casual game developers and publishers and both largeand small, public and private multimedia companies; ●our ability to attract and retain a qualified management team and other team members while controlling our labor costs; ●our relationships with third-party platforms such as Xbox Live and Game Pass, PlayStation Network, Steam, Epic Games Store, the Apple App Store, the Google Play Store, My Nintendo Store and the Amazon Appstore; ●our ability to successfully enter new markets and manage our international expansion; ●costs associated with defending intellectual property infringement and other claims; ●our future business development, results of operations and financial condition; ●our Share Repurchase Program (as defined below), including expectations regarding the timing and manner of repurchases made under the Share Repurchase Program;●our plans to pursue and successfully integrate strategic acquisitions;●other risks and uncertainties described in this Quarterly Report, including those described in Item 1A of Part II, “RiskFactors”; and management’s beliefs and assumptions and on information currently available to us as of the date of this filing, and we do not assumeany obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date ------7)--7)9,28,27,((14,(1,(3,9, Balance at March 31, 202555$8180$75$95$02)$92)75)$06)$51$See accompanying notes to condensed consolidated financial statements (unaudited)F-3 Cash flows from operating activities: Adjustments to reconcile net loss to net cash provided by operating activities: Prepaid expenses - related partyPrepaid expenses and other current assets Prepaid taxesOther noncurrent assets Accounts payable(198,705)(1,938,654)Accounts payable - related party623,430(6,143,374)Accrued expenses and other liabilities(650,236)Loan and interest receivable - related party(493)Lease liabilities(80,510)Deferred revenue2,138,026 Acquisition of softwareAcquisition of software licenses Investments in software(177,002)Net cash used in investing activities(1,879,002)Cash flows from financing activities:Repayments on promissory note(21,546) Net cash provided by (used in) financing activities Effect of foreign currency translation on cash and cash equivalents Net increase in cash and cash equivalents, and restrict