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 1934 FOR THE TRANSITION PERIOD FROM TO
Commission
File Number 001-41556
SNAIL,
INC.
(Exact
name of Registrant as specified in its Charter)
Delaware
88-4146991
(State
or other jurisdiction of
incorporation
or organization)
(I.R.S.
Employer
Identification
No.)
12049
Jefferson Blvd
Culver
City, CA
90230
(Address
of principal executive offices)
(Zip
code)
Registrant’s
telephone number, including area code: +1 (310)988-0643
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
Symbol (s)
Name
of each exchange on which registered
Class
A common stock, par value $0.0001 per share
SNAL
The
Nasdaq Stock Market LLC
(The
Nasdaq Capital Market)
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 Securities Exchange
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 to Rule
405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required 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, smaller reporting company,
or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer
☐
Accelerated
filer
☐
Non-accelerated
filer
☒
Smaller
reporting company
☒
Emerging
growth company
☒
If
an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying
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 effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public 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 the registrant
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-based compensation
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
for the 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 A common 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 Capital Market
on such date was approximately $11,877,245. This calculation is based on 8,669,522 shares of our outstanding Class A common 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 certain persons 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
of Common Stock
Outstanding
Shares as of March 16, 2026
Class
A Common Stock, par value $0.0001 per share
9,032,061
Class
B Common Stock, par value $0.0001 per share
28,748,580
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 the Registrant’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 Proxy Statement 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 on Form 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 being filed
for the sole purpose of including Exhibits 10.40, 10.41, 10.42, 10.43, and 10.44, which were inadvertently omitted from the Original 10-K.
As required by the SEC, this Amendment includes new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed as
Exhibits 31.3 and 31.4, hereto. Because no financial statements are contained within this Amendment, we are not filing currently dated
certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Except as described above,
the Company has not modified or updated the Original 10-K or the financial statements included therein or modified any disclosures contained
in the Original 10-K. Accordingly, this Amendment, with the exception of the foregoing, does not reflect events occurring after the date
of filing of the Original 10-K, or modify or update any disclosures affected by subsequent events. Consequently, all other information
not affected by the correction described above is unchanged and reflects the disclosures and other information made at the date of the
filing of the Original 10-K and should be read in conjunction with our filings with the SEC subsequent to the filing of the Original 10-K,
including amendments to those filings, if any.
Consolidated
Financial Statements. For a list of the financial statements included herein, see Index to the Consolidated Financial Statements
in “Item 8. Financial Statements and Supplementary Data.”
2.
Financial
Statement Schedule: All schedules have been omitted because they are not required or because the required information is given in
the consolidated financial statements or notes thereto.
3.
Exhibits:
The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Annual Report on
Form 10-K.
Cover
Page Interactive Data File (embedded within the Inline XBRL document)
*
Filed
herewith.
**
These certifications are being furnished solely to accompany this Annual Report on Form 10-K pursuant to 18 U.S.C. Section 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934 and are not to be incorporated by reference into any filing of Snail, Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing.
***
Previously Filed with the Original 10-K.
†
Indicates
management contract or compensatory plan.
Item
16. Form 10-K Summary.
None.
4
SIGNATURES
Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Amendment No. 1 to
Report to be signed on its behalf by the undersigned, thereunto duly authorized, in Culver City, California, on March 31, 2026.