FreeCast is a technology-driven streaming entertainment aggregator offering a unified, à la carte service for TV entertainment through a comprehensive Platform-as-a-Service (PaaS) model. Our proprietary platform consolidates available entertainment content, advertising, and delivery infrastructure into a single, centralized ecosystem, reducing the complexity for consumers who would otherwise need to navigate multiple streaming services. Leveraging our SmartGuide® digital interactive technology, users can organize and access streaming content in a familiar, cable-like TV guide format across all Wi-Fi-enabled devices, including Smart TVs, streaming devices, mobile phones, tablets, and computers. FreeCast’s business model is built on licensing its advanced streaming technology to a diverse range of partners, including commercial entities, device manufacturers, consumer brands, and digital out-of-home (DOOH) advertising networks. Our platform supports co-branding for Consumer Direct Platforms (CDPs) with large user bases, enabling rapid market expansion and efficient scaling through B2B2C partnerships. Rather than acquiring individual subscribers, we partner with CDPs. Designed for broad accessibility, FreeCast operates as a non-competitive, agnostic “omnichannel streaming platform,” meaning users do not need multiple apps to access their favorite content. Instead, our technology aggregates all content into one seamless interface, available directly to consumers under the FreeCast.com brand and distributed through third-party partners under licensed brand names. By integrating our SmartGuide® technology, CDPs can provide their users with a centralized platform to access all streaming apps and content in one place, enhancing service offerings and creating new revenue opportunities through advertising and commissions. We offer subscribers and CDPs a centralized place to access their online media subscriptions, along with approximately 750 additional channels, including leading news and entertainment content, both live and on demand. Our proprietary content aggregation technology automatically crawls the Internet to locate additional commercial-quality entertainment content from thousands of sources, including free, paid and subscription-based content. Our SmartGuide® integrates this information and presents it in an easy-to-use, cable-like TV guide format. Our services are accessible via the Internet as a software application on all Wi-Fi-enabled devices, including Smart TVs, streaming devices, mobile phones, tablets, and computers. Our service is available directly to consumers under the FreeCast.com brand and is also distributed by third parties under licensed brand names and partnerships. Additionally, our service is available to CDPs and can be co-branded to align with their established user base. Our strategy is to expand domestically and globally by securing licensing agreements with CDPs that already have a substantial user base. We continually enhance customer experience by expanding our content catalog, refining our user interface, and extending our service to more Internet-connected devices. Telecoms (Fixed Wireless, Broadband, ISPs). In addition to mobile carriers, we partner with fixed wireless and broadband ISPs to bundle our aggregated streaming service with connectivity. These partnerships can include (i) revenue sharing on ad inventory generated by the ISP’s subscribers on our platform, (ii) promotional bundles of our premium channel packages, and (iii) data driven advertising opportunities leveraging our first party viewing signals to improve targeting (subject to privacy compliance). We believe this model can raise ARPU and reduce ISP churn while avoiding traditional set top hardware and retransmission fee costs through our software first approach. Broadcasters and Programmers. We provide a turnkey path for local and niche programmers to distribute channels in a streaming environment, including FAST channel assembly, distribution on our platform, and ad monetization. We anticipate a revenue model comprising: (i) monthly platform/hosting fees; (ii) time and materials fees for channel buildouts; and (iii) revenue sharing on advertisements sold by us and by the programmer, with the programmer retaining 100% of locally sold ad inventory and sharing in platform sold inventory. Our roadmap also contemplates integration with next generation broadcast standards (e.g., ATSC 3.0) to deliver hybrid broadcast enabled streaming experiences. FreeCast’s flexible distribution model and advanced technology position us to disrupt the current streaming industry, delivering convenience to consumers and value to our partners. Following the end of the product lifecycle of our legacy product, Rabbit TV, and the conclusion of our partnership with Telebrands Corp. in 2017, we spent over two years rebuilding our product. This development not only improved our proprietary technology but also positioned us to capitalize on the fast-moving nature of the industry and capture new revenue streams. During this transition, sales primarily stemmed from legacy Rabbit TV sales, which declined over time, as expected. Our revenue streams include: . Advertising Revenue – Generated through ad placements within the platform. . Subscription Revenue – From additional monthly content bundles. . Product Revenue – From selling digital high-definition TV antennas. . Licensing Revenue – From partnerships with CDPs and third-party distributors. . Referral Fees – Earned through partnerships with content providers. The following table shows the aggregate number of subscribers at the end of each reporting period presented in this prospectus. For the Period Ended September 30, June 30, Subscribers (1) 2025 2025 Ad-Supported (2) 974,222 958,439 Paid (3) 13,936 17,062 Total Subscribers: 988,158 975,501 (1) “Subscriber” refers to any individual or entity that has registered for access to our platform, whether on a paid or free (ad-supported) tier basis, subject to the terms of our service. (2) As of July 1, 2022, all subscribers’ accounts were converted to a free account, allowing every subscriber to view content on our platform for free while being exposed to advertisements. (3) As of April 11, 2023, we started offering pay-per-view content and packages consisting of third-party premium channels to which subscribers could upgrade for a fee that varies by the content or packages purchased. The basis of our service platform is our proprietary content aggregation technology that automatically crawls the Internet to locate commercial-quality entertainment content from thousands of sources, including free, paid and subscription-based content. Additionally, we subscribe to the top entertainment data services such as Gracenote (owned by Nielsen), Xperi, and Reelgood whom provide real-time updates. Our technology then sorts through and manages all available commercial-quality digital media, including both live and on-demand video from free subscription and pay-per-view (PPV) services. The SmartGuide is presented to consumers in a familiar, easy-to-use cable-like TV guide format, accessible via the Internet and as a software application on all Wi-Fi enabled devices, including computers, smartphones, tablets, streaming devices, and smart TVs. The SmartGuide uses images and related information on customized guide pages to provide subscribers with an intuitive way to explore all available media choices from one centralized account, regardless of device or location. Upon selecting content, subscribers are directed to the original source of the content. If content is available for free, the subscriber is transferred to the website providing the content. If content is available through a subscription service (such as Netflix or Hulu), the subscriber can log in through our SmartGuide and is then directed to the subscription service’s website. For PPV content, the subscriber is directed to the payment page for the PPV service. We do not manipulate, store, retransmit, or distribute the source content; the provider of the content retains all rights and management of their content. Because we link subscribers directly to third-party content sources and in no way manipulate, store, retransmit or distribute this content, we are not subject to licensing fees or restrictions by third-party content suppliers. We are not responsible for the availability or content of these external websites, nor do we endorse, warrant or guarantee the products, services or information described or offered. All logos and trademarks used in the guide are the sole property of their respective owners. We believe that this is a complementary relationship in which we directly supply free traffic to content suppliers, much like the print-based model employed by TV Guide in past decades. Our SmartGuide technology is available directly to consumers, branded as FreeCast.com, and is also distributed by third parties, both as FreeCast.com and under other licensed brand names and partnerships. Through commercial partnerships, device integrations, and co-branding arrangements with Consumer Direct Platforms (CDPs), FreeCast expands its reach and provides a unified entertainment experience to a broad and diverse user base. We have incurred recurring losses from operations since inception, and as of September 30, 2025, had an accumulated deficit of $198,097,550. Consequently, we raise substantial doubt that we will be able to continue operations as a going concern, and our independent auditors included an explanatory paragraph regarding this uncertainty in their report on our financial statements for the year ended June 30, 2025. Our continuation as a going concern is contingent upon our ability to obtain additional financing and to generate revenue and cash flow to meet our obligations on a timely basis. Our principal executive offices are located in Orlando, Florida.
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