Liftoff

Summary

This summary highlights information contained elsewhere in this prospectus and does not contain all of the information you should consider before investing in shares of our common stock. You should read this entire prospectus carefully, including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as the consolidated financial statements and the related notes thereto included elsewhere in this prospectus before you decide to invest in shares of our common stock.

Liftoff is a mission-critical growth monetization engine for the app economy. Our AI-powered platform is designed to serve all verticals in the app ecosystem and is fully integrated to drive differentiated advertising performance for our customers across the app economy. We deliver profitable users for app advertisers and help to maximize advertising revenue for apps that monetize with ads. At each of December 31, 2023 and 2024 and September 30, 2025, over 1,000 marketers used our platform to acquire new users, and over 105,000, 125,000 and 140,000 apps, respectively, have integrated our software development kit (“SDK”) to monetize their media inventory. Through these SDK integrations, in the fourth quarter of 2025, our platform connects to roughly 1.4 billion daily active users worldwide. We are built to grow as our customers grow: our models are continually improving, which enables us to deliver better performance for our customers, expanding our market opportunity and strengthening our role in the app economy.

The app ecosystem is massive — SensorTower estimates that during 2024 over five billion global mobile users spent an average of approximately three hours daily on apps. In this expanding market, app developers have two primary needs to grow their businesses. The first is user acquisition, which is acquiring engaged and high intent users with a lot of choices to drive growth; the other is user monetization, as in-app advertising is usually a core revenue driver for many apps. These needs are driving an expanding opportunity, with in-app ad spend projected to grow from $332 billion in 2025 to nearly $617 billion by 2030, according to a November 2025 study we commissioned by a third-party strategy consulting firm, Altman Solon (the “Altman Solon Report”). Within this market, the Altman Solon Report estimates our serviceable addressable market for mobile, global in-app independent ad tech platforms to be approximately $79 billion in 2025, with an estimated growth trajectory of 11% compound annual growth rate (“CAGR”) through 2030, driven by strong growth across the app economy, particularly in verticals outside of gaming.

From the beginning, we designed our platform to serve all verticals in the app economy, enabling us to diversify our customer base and expand our market opportunity. We have developed broad vertical expertise spanning social media, finance, entertainment, and gaming, among other verticals, allowing us to address our customers’ unique goals and resulting in differentiated end-market diversification in our industry. For the nine months ended September 30, 2025, slightly more than half of our advertiser revenue came from verticals outside gaming. As the mobile app landscape evolves and new and high-growth verticals emerge, we expect to be well-positioned to capture the opportunities that follow.

We benefit from the rare combination of a leading DSP and SSP, which are unified to deliver differentiated advertising performance for our customers. Our DSP provides mobile advertiser customers with cutting-edge predictive capabilities designed to drive profitable user acquisition. Our SSP provides broad reach and direct access to users through an established and widely-distributed ad auction supply footprint that integrates directly into apps to drive ad monetization. Our unified platform combines our DSP and SSP so that each side is more effective than either would be alone. Managing demand and supply in a single, unified platform reduces friction between systems and increases data visibility. This leads to increased advertising performance and auction win rates relative to what a typical standalone DSP or SSP can achieve. This results in higher advertising performance for our customers, which enables additional users for advertisers and revenue generation for app publishers.

Cortex, our internally developed neural network-powered AI prediction model, is the foundation of our business. During the fourth quarter of 2023 through early 2025, we transformed our business by adopting Cortex (which uses the same type of underlying technology as today’s leading large language models) to replace our legacy linear regression-based prediction models. Our Core Advertising revenue is primarily generated through Cortex, while our Other revenue is generated from legacy linear models and advertising platforms that are no longer live as well as from other non-advertising offerings. Cortex unlocked a cycle of continuous improvement for our business by significantly improving our testing velocity and expanding our data-processing capacity. After rolling out Cortex, we are running 4x more tests, enabling us to iterate and deploy model enhancements at a faster rate, accelerating its self-learning capabilities. In addition, as of the fourth quarter of 2025, Cortex processes roughly 21x more data than our previous models, allowing it to refine predictions with greater precision and adaptability. The enhanced power and speed of Cortex has been instrumental in the evolution of both our DSP and our SSP. Powered by Cortex, our DSP now excels at optimizing bid strategy for advertisers across both our own SSP and all other major sources of ad supply. At the same time, our SSP now distinguishes itself in auction execution and real-time optimization of ad inventory yield for publishers. These capabilities drive a meaningful increase in results for our customers.

We believe our technology platform, cross-vertical expertise, and business model create a powerful virtuous flywheel: as our customers grow, so do we. The combination of our unified DSP and SSP platform, proprietary Cortex neural network technology, and differentiated operating model enabling configurable modules, which we call Adapters, deliver differentiated performance for our customers, measured through Return on Ad Spend (“ROAS”) and similar profitability-focused metrics. We have seen that, when our DSP meets or exceeds targets, customers often increase spend. Increased spend attracts more developers to use our SSP to monetize their inventory and users, growing our datasets. Ever-growing datasets improve our Cortex neural network technology, enhancing advertiser performance in a continuous cycle. This flywheel is further amplified by our Adapters: we believe that, by combining our models with Adapters, we boost customer performance, which enables us to capture a broader market and achieve compounding revenue growth. In addition, our non-gaming exposure drives a rich data set to build on — we utilize approximately $140 billion in annualized in-app transaction data as of September 30, 2025. This flywheel drives synchronous growth with our ability to unlock incremental platform performance through customers: our LTM Core Advertising Net Dollar Retention of 124% for the period ending September 30, 2025 — up from 121% for the period ending September 30, 2024 — underscores the strength of our business model and durability of our growth. We consider ourselves well-positioned to grow with the app economy, fueling and benefiting from an expanding app market as our solutions drive higher advertiser spend.

Our financial model is characterized by diversified and durable revenue, compounding revenue growth powered by our alignment with our customers’ success, and strong platform economics. Core Advertising revenue includes revenue from our current advertising platforms, which are predominantly powered by Cortex-backed demand solutions. Core Advertising represents the foundation of our business moving forward, reflecting our strategic focus on Cortex-enabled solutions and anticipated long-term growth within performance advertising.

We believe Core Advertising revenue, and its historical growth, is important as it aligns with the rollout of Cortex in 2023 and is more representative of our growth potential versus total revenue in historical periods.

In 2023, Core Advertising revenue represented approximately 79% of our total revenue and increased to approximately 93% of our total revenue in 2024. For the nine months ended September 30, 2025, Core Advertising revenue represented over 99% of our total revenue. We expect Core Advertising revenue as a percentage of our total revenue to remain the primary contributor to our total revenue as customers increasingly opt into our Cortex-backed demand solutions.

We have sequentially grown Core Advertising revenue quarter-over-quarter at an average of 9% over the trailing eight quarters ending September 30, 2025, further demonstrating the success that our core technology platform has had in driving consistent growth in the business. For the years ended December 31, 2023 and 2024 and the nine months ended September 30, 2025, our net loss was $84.7 million, $48.2 million and $25.6 million, respectively. Over the trailing eight quarters ending September 30, 2025, our net loss margin has improved from (38)% to (3)% as our model has become increasingly efficient, and we have delivered significant operating leverage with Adjusted EBITDA Margins expanding from 43% to 56%. For the nine months ended September 30, 2025, we generated year-over-year Core Advertising revenue growth of 43%, net loss margin of (5)% and Adjusted EBITDA Margin of 54%. We enhance our financial profile with a capital-light architecture that is expected to drive cash flow generation. For the nine months ended September 30, 2025, capitalized internal-use software costs (excluding capitalized stock-based compensation expense) were 7% of total revenue.

Mobile Apps are the Primary Channel for User Engagement The mobile app economy has become a central pillar of digital activity. During 2024, users spent more than three hours per day on mobile devices, and approximately 90% of that time occurred within apps. With over five billion mobile users worldwide using over four million apps, according to 42matters, for social media, finance, entertainment, and gaming, among others, the app economy represents a large and growing market.

Younger cohorts are increasingly mobile-first, with Gen Z’s spending over six hours per day on mobile devices in 2023, roughly 70% more than older generations. Gen Z also shows higher engagement rates in non-gaming apps.

Mobile Ad Budgets are Rapidly Growing Within mobile, global in-app ad spend is estimated to be approximately $332 billion in 2025 and is predicted to reach approximately $617 billion by 2030, representing an approximate 13.2% CAGR, according to the Altman Solon Report.

The Altman Solon Report estimates that the gross serviceable addressable market1 for independent ad tech platforms is approximately $79 billion in 2025, estimated to expand to approximately $136 billion by 2030, representing an approximate 11% CAGR. Growth within this market is expected to be broad-based and bolstered by non-gaming categories, which are projected to grow at an approximate 14% CAGR from 2025 to 2030, according to the Altman Solon Report, surpassing the forecasted open app ecosystem growth of larger walled garden ecosystems outside their owned and operated properties.

Despite the volume and depth of engagement in apps, mobile in-app advertising remains significantly under-monetized relative to other digital and legacy channels. As of 2024, ad spend per user hour is approximately $0.07 within third-party apps, compared to approximately $0.14 per user hour in walled-garden mobile apps, approximately $0.24 per user hour in CTV, and approximately $0.38 per user hour in traditional TV, representing an approximate 2.0x gap as compared to walled garden mobile apps, an approximate 3.5x gap as compared to CTV and an approximate 6x gap as compared to traditional TV, according to the Altman Solon Report.

Ad Budgets are Shifting from Brand to Performance Budget reallocation is driven by the convergence of engagement and measurability. As engagement continues to grow in mobile, we expect marketing dollars to continue to shift. Advertisers are also shifting spend from brand or awareness oriented goals, toward outcome-based marketing that provide reach, addressability, and closed-loop measurement, as well as partners that combine scale, precision, and measurement to achieve these goals.

Advancements in technology have redefined advertiser expectations. AI and machine learning now underpin campaign execution for the leading performance advertising platforms, enabling predictive targeting that can deliver significant uplift in campaign outcomes. This is causing advertisers to rethink their budgets and shift more dollars towards performance marketing.

Commercialization of the App Economy While mobile app creation has become easier and the number of apps has proliferated, effective commercialization has emerged as a large opportunity in the ecosystem. Mobile in-app advertising auctions stimulate and expand consumer demand, making them “positive-sum” marketing environments.

Challenges Faced by In-App Advertisers Advertisers face challenges acquiring profitable users at scale and current buying tools often lack flexibility to meet company-specific goals. The growing abundance of apps, which is accelerating due to the proliferation of generative AI technologies, increases the importance of discovery and marketing as the mode of differentiation for mobile app developers.

Challenges Faced by In-App Publishers Publishers seek to maximize advertising dollars while minimizing disruption in their business. Publishers must also maintain ad quality, viewability, and brand safety, as well as mitigate fraud without degrading user experience or retention.

Our technology platform includes:

Cortex, our advanced neural network-powered prediction engine, is the core AI technology that powers our entire business and provides the backbone for our innovative solutions and continuous improvement.

Our leading DSP facilitates profitable user acquisition for advertisers through advanced algorithms that deliver precise targeting, underwriting, and conversion, which collectively drive user acquisition results across the app economy.

1 Shown as serviceable addressable market for independent ad tech platforms based on a gross revenue basis (including publisher’s share of revenues).

Our widely-adopted SSP provides direct access to in-app users in the over 140,000 apps we are integrated in as of September 30, 2025.

Our operating model extends the capabilities of our core technology platform through configurable, scalable, and reusable modules called Adapters.

We believe the combination of these capabilities that underpin our technology platform allows us to drive differentiated returns for our advertiser customers and differentiated monetization for our publisher partners.

Cortex: Our Advanced Neural Network Technology Cortex, our proprietary neural network-powered AI prediction model, is the foundation of our technology platform. Neural networks can process exponentially more data and calibrate to bidding signals much faster than previous model paradigms. Neural networks can also continuously self-learn to improve predictive performance even before additional R&D investment is made. These advancements result in greater precision in identifying valuable users for advertisers, efficiently targeting such users with the right ad creatives, and ultimately driving outcomes aligned with advertiser specific goals – a process referred to as “underwriting.”

Innovative Combination of DSP and SSP Our DSP empowers advertisers to programmatically deploy user-acquisition budgets and drive profitable user growth across a broad universe of mobile apps. We believe our DSP excels in driving performance through optimization of advertisers’ direct objectives. While the specific objective might vary by advertiser, the end goal is the same: acquire users to drive growth. As such, when we deliver user growth for our customers, their marketing budgets tend to expand in tandem.

Our SSP, powered by our widely distributed SDK, serves as the entry point to reaching the end user. The SDK enables publishers to execute the selling, management, and optimization of their digital advertising inventory leading to increased advertising revenue and, critically, serves as a direct distribution channel for our DSP. Our SSP additionally allows third-party DSPs to access users using our technology. We believe our robust infrastructure and wide demand access, combined with advanced yield optimization tools and comprehensive analytics, helps maximize publishers’ revenue potential and strengthens our SSP solution.

Our unified performance platform combines the strengths of our DSP and SSP to deliver significant customer value on both sides of the marketplace. We believe our SDK integration, which has over 140,000 publisher apps worldwide as of September 30, 2025, provides a performance and data advantage. Our unified view of price, supply, and demand enables us to achieve higher auction win rates with lower latency. The deep integration of our DSP and SSP enhances the overall value we deliver to our customers, which we expect to strengthen our customer relationships, drive high revenue retention, and enable durable growth for our business.

Differentiated Operating Model: Extending Reach of Our Core Technology Platform Through Adapters We address the diverse challenges and opportunities of customers across sectors through modular technical enhancements that we call Adapters built on top of our Cortex-powered platform. Our customers’ requirements are not “one-size-fits-all” — they span many industry verticals and have differing performance criteria, underlying business models, approaches to user acquisition, and “last-mile” obstacles. A typical standalone DSP or SSP does not solve customer needs consistently across the app economy. Adapters are technical solutions that bridge from core technology platform to business outcomes. They extend the reach of our platform and are a major enabler of marketing performance and spend growth on Liftoff’s platform.

Our cross-functional R&D, go-to-market (“GTM”), and operations teams collaborate to apply existing Adapters to defined problems and, when appropriate, develop new ones. We originate new Adapters where a market gap exists. Each new Adapter becomes part of Liftoff’s expanding Adapter technology suite, enhancing our ability to address customer challenges through reusable and proven solutions. Existing Adapters can be applied to other relevant customers, and when new Adapters are launched, we endeavor to broaden adoption across all our customers that benefit from the enhanced capabilities.

Value Proposition to Our Customers For in-app advertisers, we identify and deliver users at the right price to drive their economic models. We believe our innovative combination of DSP and SSP capabilities and assets, built on Cortex, enables scalable, profitable user acquisition for apps across the ecosystem. Additionally, Adapters unlock ad budgets that may otherwise go unspent. This comprehensive platform, coupled with a focus on delivering strong outcomes for advertisers according to their specific needs, increases ad budgets and creates a self-reinforcing business model.

For app publishers, we provide a comprehensive ad monetization platform that helps maximize revenue from their advertising inventory. Our SDK possesses the unique ability to access both premium Liftoff DSP demand and third-party DSP demand, optimizing publisher yield across the broadest range of advertisers. As of September 30, 2025, 33% of our supply exists in verticals outside gaming, and this percentage has rapidly increased as non-gaming apps increasingly focus on monetization. This supply base is highly differentiated when compared to our predominantly gaming-focused SSP peers. This non-gaming supply leadership builds on our vertical-agnostic DSP, and as app economy verticals are created and expand, both sides of our business grow, delivering more demand to our publishers and encouraging SDK adoption.

Sophisticated Machine Learning and Optimized Infrastructure. Our core technology platform is designed to deliver durable, compounding outcomes for customers through advanced neural network–based machine learning and an optimized technology stack. At its core is Cortex, our proprietary, advanced, and continuously self-improving neural network prediction engine. This technology translates into more accurate predictions, tighter feedback loops, and sustained customer performance at scale. Since introducing our neural network engine, we have observed a clear inflection in performance.

Broadly Proliferated Monetization Software. As of September 30, 2025, our SDK was integrated into over 140,000 apps, which allows us to reach a wide audience of mobile app users directly through high-quality, engaging ads. This access is across app verticals and drives strong ad monetization for our vast range of publisher customers. We believe this broad SDK footprint represents a durable moat.

Unified Demand and Supply Platform. We operate a unified platform that combines leading-edge demand and supply at scale. Our powerful DSP technology efficiently identifies relevant, profitable users for advertisers. Our SSP provides an efficient path for our DSP to reach those users. This combination enhances real-time data symmetry to improve underwriting and bidding effectiveness and provides improved customer performance. We believe this combination of DSP and SSP technologies at scale is unique in our market.

Configurable Adapters Expand Value Proposition for Diverse Customer Base. Our configurable Adapter layer enhances our core technology platform to improve outcomes across verticals and use cases. We design Adapters to scale across customers and verticals. This approach systematically unlocks incremental spend by meeting the performance requirements of more customers. We set ourselves apart through our ability to develop and deploy Adapters at scale to solve vertical-specific problems.

Experienced Team with Relentless Focus on Innovation. As of September 30, 2025, approximately 85% of our employees are dedicated to delivering customer outcomes, of which approximately 61% are in technical roles. Our senior leadership team has an average tenure of eight years at Liftoff and twelve years in ad tech.

There are two fundamental characteristics of our business that drive the powerful virtuous cycle that fuels our ability to grow as our customers do.

The first characteristic relates to the fundamentals of mobile performance marketing. Mobile performance marketing offers precise, per-user return on investment (“ROI”) tracking, enabling advertisers to scale spend rapidly when profitability goals are met. Unlike other types of marketing, if we deliver against known customer requirements, spend often increases in real time. This performance threshold is on a per campaign or partner basis. Advertisers will increase budgets for any profitable spend, independent of overall budget or the performance of other providers.