Snail Inc-A 2025年度报告

FORM 10-K/A Amendment No. 1 (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-41556 SNAIL, INC.(Exact name of Registrant as specified in its Charter) Securities registered pursuant to Section 12(b) of the Act: 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. ☐Accelerated filer☒Smaller reporting company 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 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 30, 2025, 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 the voting and non-voting common equity held by non-affiliates of the Registrant for the Class Acommon stock, based on $1.37 per share, which was the closing price of a share of the Registrant’s Class A common stock on June 30,2025 (the last business day of the Registrant’s mostly recently completed second fiscal quarter) as reported by the Nasdaq CapitalMarket on such date was approximately $11,877,245. This calculation is based on 8,669,522 shares of our outstanding Class Acommon stock held by non-affiliates as of June 30, 2025 and a price of $1.37 per share and does not reflect a determination that certainpersons are affiliates of the Registrant for any other purpose. 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 $0.0001 per shareClass B Common Stock, par value $0.0001 per 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 2026 Annual Meeting of Stockholders to be filed within 120 days of the Registrant’s fiscal year ended December 31, 2025(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. EXPLANATORY NOTE Snail, Inc. (the “Company”) is filing this Amendment No. 1 to its Form 10-K (this “Amendment”) to amend its Annual Report onForm 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on March 13,2026 (the “Original 10-K”). This Amendment is be