Newsmax Inc-B美股招股说明书(2025-05-29版)

NEWSMAX INC. Pursuant to this prospectus, the selling stockholders identified herein (the “Selling Stockholders”) are offering on a resalebasis an aggregate of 121,282,452 shares of ClassB common stock, par value $0.001 per share (the “ClassB Common Stock”) ofNewsmax Inc. (the “Company,” “we,” “us” or “our”), consisting of (i) 81,443,155 shares of ClassB Common Stock issued to theSelling Stockholders in connection with the Transactions (as hereinafter defined), (ii) 600,000 shares of Class B Common Stockissuable to certain of the Selling Stockholders upon the exercise of certain warrants (the “Warrants”), and (iii) 39,239,297 shares ofClassB Common Stock issuable to an affiliate of our Chief Executive Officer and director, Christopher Ruddy, upon the conversion of39,239,297 shares of Class A common stock, par value $0.001 per share (the “Class A Common Stock”) held by such affiliate. We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale by the Selling The Selling Stockholders may sell or otherwise dispose of the ClassB Common Stock covered by this prospectus in anumber of different ways and at varying prices. We provide more information about how the Selling Stockholders may sell orotherwise dispose of the ClassB Common Stock covered by this prospectus in the section entitled “Plan of Distribution” beginning onpage 208.Certain of the Selling Stockholders may be broker-dealers or affiliated with a broker-dealer and therefore may be deemed tobe an “underwriter” as that term is defined in Section 2(a)(11) of theSecurities Act of 1933, as amended (the “Securities Act”), inwhich event any profit on the sale of shares by such Selling Stockholder, and any commissions or discounts received by the brokers ordealers, may be deemed to be underwriting compensation under the Securities Act. In addition, based on information provided to us,none of the Selling Stockholders that are affiliates of broker-dealers purchased their securities outside the ordinary course of businessor, at the time of their acquisition of such securities, had any agreements, understandings or arrangements with any other persons,directly or indirectly, to distribute the securities. See “Plan of Distribution”.Discounts, concessions, commissions and similar sellingexpenses attributable to the sale of ClassB Common Stock covered by this prospectus will be borne by the Selling Stockholders. Wewill pay all expenses (other than discounts, concessions, commissions and similar selling expenses) relating to the registration of theClassB Common Stock with the Securities and Exchange Commission (the “SEC”). Our ClassB Common Stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “NMAX”. On May 28,2025, the closing price as reported on the NYSE was $21.50 per share. We are an “emerging growth company” and “smaller reporting company” under the federal securities laws and, as such, aresubject to reduced public company reporting requirements. We are a “controlled company” within the meaning of the corporate governance rules of the NYSE, and are thereforepermitted to elect not to comply with certain corporate governance requirements thereunder. Investing in our Class B Common Stock involves a high degree of risk. See “Risk Factors” beginning on page 5 of thisprospectus and under similar headings in the other documents that are incorporated by reference into this prospectusbeforemaking a decision to purchase our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. The date of this prospectus is May 29, 2025 TABLE OF CONTENTS PageABOUT THIS PROSPECTUSiiCAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTSiiiPROSPECTUS SUMMARY1THE OFFERING4RISK FACTORS5SHARES OFFERED FOR RESALE7SELLING STOCKHOLDERS9USE OF PROCEEDS207PLAN OF DISTRIBUTION208DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITY211LEGAL MATTERS211EXPERTS211WHERE YOU CAN FIND MORE INFORMATION211INCORPORATION OF CERTAIN INFORMATION BY REFERENCE212 ABOUT THIS PROSPECTUS This prospectus relates to the resale by the Selling Stockholders identified in this prospectus under the caption “SellingStockholders,” from time to time, of up to an aggregate of 121,282,452 shares of ClassB Common Stock. We are not selling anyshares of ClassB Common Stock under this prospectus, and we will not receive any proceeds from the sale of shares of ClassBCommon Stock offered hereby by the Selling Stockholders. You should rely only on the information provided in this prospectus, including any documents incorporated by reference. Wehave not authorized anyone to provide you with any other information and we take no responsibility for, and can provide noassurances as to the reliability of, any other information t