Teads Holding Co 2025年季度报告

(Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedSeptember 30, 2025OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☐ For the transition period from___ to ___Commission file number001-40643Teads Holding Co.(Exact name of registrant as specified in its charter) Delaware 20-5391629(I.R.S. EmployerIdentification No.) (State or other jurisdiction ofincorporation or organization) 111 West 19th Street,New York,NY10011(Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code:(646)867-0149 Securities registered pursuant to Section 12(b) of the Act: Common stock, par value $0.001 per share TEAD 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 x No o Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit such files).Yesx No o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 filer 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐Nox TABLE OF CONTENTS Note About Forward-Looking Statements This Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements within the meaning of the federal securities laws,which statements involve substantial risks and uncertainties. Forward-looking statements may include, without limitation, statementsgenerally relating to possible or assumed future results of our business, financial condition, results of operations, liquidity, plans andobjectives, and statements relating to the acquisition (the “Acquisition”) by Outbrain Inc. of TEADS, a private limited liability company(société à responsabilité limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg (“Legacy Teads”),following which we changed our corporate name to Teads Holding Co. (hereinafter, together with its subsidiaries, the “Company” or“Teads”). You can generally identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,”“plans,” “anticipates,” “could,” “intends,” “guidance,” “outlook,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,”“foresee,” “potential” or “continue” or the negative of these terms or other similar expressions that concern our expectations, strategy, plans or intentions or are not statements of historical fact. We have based these forward-looking statements largely on ourexpectations andprojections regarding future events and trends that we believe may affect our business, financial condition, and results of operations. Theoutcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors including, but notlimited to: •our ability to successfully integrate Legacy Teads or manage the combined business effectively;•our ability to realize anticipated benefits and synergies of the Acquisition, including, among other things, operating efficiencies,revenue synergies and other cost savings;•our due diligence investigation of Legacy Teads may have been inadequate and risks related to Legacy Teads’ business maymaterialize;•unexpected costs, charges or expenses resulting from the Acquisition;•our ability to raise additional financing in the future to fund our operations, which may not be available to us on favorable terms or atall;•our ability to attract and retain customers, management and other key personnel;•the volatility of the market price of the Company’s common stock, $.001 par value per share (“Common Stock”) and our ability tomeet the continued listing requirements of The Nasdaq Stock Market LLC;•overall advertising demand and traffic generated by our media partners;•factors that affect advertising demand and spending, such as the continuation or worsening of unfavorable economic or