Teads Holding Co 2026年季度报告

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___ to ___ Commission file number 001-40643 Teads 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: 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 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).YesNo 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☐No As of April 30, 2026, Teads Holding Co. had 96,991,430 shares of common stock outstanding. TABLE OF CONTENTS PagePart I - Financial InformationItem 1.Financial Statements5Condensed Consolidated Balance Sheets5Condensed Consolidated Statements of Operations6Condensed Consolidated Statements of Comprehensive Income (Loss)7Condensed Consolidated Statements of Stockholders’ Equity8Condensed Consolidated Statements of Cash Flows9Notes to Condensed Consolidated Financial Statements11Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations28Item 3.Quantitative and Qualitative Disclosures About Market Risk43Item 4.Controls and Procedures44Part II - Other InformationItem 1.Legal Proceedings45Item 1A.Risk Factors45Item 2.Unregistered Sales of Equity Securities and Use of Proceeds45Item 5.Other Information45Item 6.Exhibits46Signatures47 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”) of TEADS, a private limited liability company (société àresponsabilité limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg (“Legacy Teads”), following whichwe changed our corporate name to Teads Holding Co. (hereinafter, together with its subsidiaries, the “Company” or “Teads”). You cangenerallyidentify 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 our expectations 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;•overall advertising demand and traffic generated by our media partners;•our ability to continue to innovate, and adoption by our advertisers and media partners of our expanding solutions;•the success of our sales and market