Patriot Mobile Inc.计划在纳斯达克上市，股票代码为PTRT

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As filed with the Securities and Exchange Commission on October 9, 2026.

Registration No. 333-      ​

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933​

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PATRIOT MOBILE INC.
(Exact name of registrant as specified in its charter)

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1111 S Main St., Suite 220
Grapevine, Texas 76051

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)​

Glenn Story
Chief Executive Officer
1111 S Main St., Suite 220
Grapevine, Texas 76051
(844) 211-1177

(Name, address, including zip code, and telephone number, including area code, of agent for service)​

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Copies to:

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Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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:

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 7(a)(2)(B) of the Securities Act. ☐

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The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

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The information in this preliminary prospectus is not complete and may be changed. The securities described herein may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell such securities, and it is not soliciting an offer to buy these securities, in any jurisdiction where the offer or sale is not permitted.

Subject to completion, dated October 9, 2026

PRELIMINARY PROSPECTUS

           Shares

Patriot Mobile Inc.

Class A Common Stock

This is the initial public offering of shares of Class A common stock of Patriot Mobile Inc.

Prior to this offering, there has been no public market for our Class A common stock. We expect that the initial public offering price for our Class A common stock will be between $       and $       per share. We have applied to list our Class A common stock on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “PTRT.”

Upon completion of this offering and the Reorganization (as defined herein), we will have two classes of common stock: Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except for voting and conversion rights. Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock is entitled to      votes per share and is convertible into one share of Class A common stock. See “Description of Capital Stock.” Upon consummation of this offering, the Continuing Equity Holders (as defined herein) will hold     % of the shares of Class B common stock that will entitle them to     % of the combined voting power of our common stock (or     % if the underwriters exercise in full their option to purchase additional shares of Class A common stock).

We will be a holding company, and upon consummation of this offering and the application of proceeds therefrom, our principal asset will consist of LLC Units (as defined herein) we acquire directly from Patriot Mobile Holdings LLC, a Texas limited liability company (“Patriot Mobile Holdings LLC”), and from each Continuing Equity Holder, collectively representing an aggregate     % economic interest in Patriot Mobile Holdings LLC. The remaining     % economic interest in Patriot Mobile Holdings LLC will be owned by the Continuing Equity Holders through their ownership of LLC Units, assuming no exercise of the underwriters’ option to purchase additional shares of Class A common stock. We will be the sole managing member of Patriot Mobile Holdings LLC. We will operate and control all of the business and affairs of Patriot Mobile Holdings LLC and, through Patriot Mobile Holdings LLC, conduct our business.

We are an “emerging growth company” and a “smaller reporting company” as defined under the federal securities laws, and, as such, we have elected to comply with certain reduced reporting requirements for this prospectus and may elect to do so in future filings. See “Risk Factors” and “Summary — Emerging Growth Company and Smaller Reporting Company Status.”

We are also a public benefit corporation under Texas law. As a public benefit corporation, we are required to balance the pecuniary interests of our shareholders, the best interests of those stakeholders materially affected by our conduct, and our specific public benefit of protecting connections and community by promoting faith, family and freedom that is set forth in our certificate of formation. Accordingly, our duty to balance a variety of interests may result in actions that do not maximize shareholder value. See “Risk Factors — Risks Related to Our Corporate Structure” and “Summary — Public Benefit Corporation Status.”

Upon the completion of this offering, Bryan Bradford will hold approximately      % of the voting power of our common stock (or approximately      % if the underwriters exercise their option to purchase additional shares of Class A common stock in full) immediately after the completion of this offering through his beneficial ownership of shares of our Class A common stock and Class B common stock, of which approximately      % is attributable to his ownership of our Class B common stock. As a result, we will be a “controlled company” under the corporate governance rules of Nasdaq following the completion of this offering; however, we have elected not to take advantage of the controlled company exemption. Please refer to “Management — Controlled Company Exemption.”

Investing in our Class A common stock involves risks. Please refer to “Risk Factors” beginning on page 23 of this prospectus.

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Please refer to “Underwriting” for a description of all underwriting compensation payable in connection with this offering.

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The underwriters may also exercise an option to purchase up to an additional        shares of our Class A common stock from us, at the initial public offering price, less the underwriting discounts and commissions, for 30 days after the date of this prospectus.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares of Class A common stock to purchasers on or about            , 2026.

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Sole Book-Running Manager

Northland Capital Markets

Prospectus Dated           , 2026

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Neither we nor the underwriters have authorized anyone to provide you with information other than that contained in this prospectus or in any free writing prospectus authorized by us. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We and the underwriters are not making an offer to sell, or seeking offers to buy, our Class A common stock in any jurisdiction where an offer or sale is not permitted. The information contained in this prospectus or any free writing prospectus is accurate only as of its date, regardless of its time of delivery or of any sale of shares of our Class A common stock. Our business, financial condition, results of operations and future prospects may have changed since that date.

We and the underwriters are offering to sell, and seeking offers to buy, shares of our Class A common stock only in jurisdictions where offers and sales are permitted. Neither we nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside of the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of Class A common stock and the distribution of this prospectus outside of the United States.

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This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. Please refer to “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.”

Through and including            , 2026 (25 days after the date of this prospectus), all dealers that buy, sell or trade our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

Reorganization and Organizational Structure

Prior to the consummation of this offering, Patriot Mobile Holdings LLC will merge a merger subsidiary of Patriot Mobile Holdings LLC with and into Patriot Mobile LLC so that the members of Patriot Mobile LLC become members of Patriot Mobile Holdings LLC and Patriot Mobile LLC becomes a wholly owned subsidiary of Patriot Mobile Holdings LLC (the “Initial Reorganization”). As a result of the Initial Reorganization, Patriot Mobile Holdings LLC will become the sole managing member of Patriot Mobile LLC and its primary asset will be 100% ownership interest in Patriot Mobile LLC.

As used in this prospectus, unless the context otherwise requires, references to “we,” “us,” “our,” “Patriot,” the “Company” and similar references refer: (i) following the consummation of the Transactions (as defined herein), including this offering, to Patriot Mobile Inc., and, unless otherwise stated, all of its direct and indirect subsidiaries, including Patriot Mobile Holdings LLC and Patriot Mobile LLC, and (ii) prior to the completion of the Initial Reorganization, to Patriot Mobile LLC. Upon consummation of the Transactions, Patriot Mobile Inc. will be a holding company and the sole managing member of Patriot Mobile Holdings LLC, and its principal asset will consist of membership interests (“LLC Units”) in Patriot Mobile Holdings LLC.

In connection with the closing of this offering, we will undertake certain organizational transactions to reorganize our organizational structure. Unless otherwise stated or the context otherwise requires, all information in this prospectus reflects the consummation of the organizational transactions described in the section titled “Our Organizational Structure” and this offering, and the application of the proceeds therefrom, which we refer to collectively as the “Transactions.”

See “Our Organizational Structure” for a diagram depicting our organizational structure after giving effect to the Transactions, including this offering.

Presentation of Financial and Operating Data

Following this offering, Patriot Mobile LLC will be the predecessor of Patriot Mobile Inc. for financial reporting purposes. Immediately following this offering, Patriot Mobile Inc. will be a holding company, and its sole material assets will be its equity interests in Patriot Mobile Holdings LLC. As the managing member of Patriot Mobile Holdings LLC, Patriot Mobile Inc. will operate and control all of the business and affairs of Patriot Mobile Holdings LLC and, through Patriot Mobile Holdings LLC and its subsidiaries (including Patriot Mobile LLC), conduct its business. The Initial Reorganization (as defined herein) lacks economic substance and therefore will be accounted for in a manner consistent with a reorganization of entities under common control. As a result, the consolidated financial statements of Patriot Mobile Inc. will recognize the assets and liabilities received in the Initial Reorganization at their historical carrying amounts, as reflected in the historical financial statements of Patriot Mobile LLC. Patriot Mobile Inc. will consolidate Patriot Mobile Holdings LLC and Patriot Mobile LLC on its consolidated financial statements and record a non-controlling interest related to the LLC Units (as defined herein) held by the Continuing Equity Holders (as defined herein) on its consolidated balance sheets and consolidated statements of operations. See “Our Organizational Structure.”

The historical financial information of Patriot Mobile Inc. has not been included in this prospectus as it is a newly incorporated entity, has no business transactions or activities to date, and had no assets or liabilities during the periods presented in this prospectus.

Certain monetary amounts, percentages, and other figures included in this prospectus have been subject to rounding adjustments. Percentage amounts included in this prospectus have been calculated, in

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some cases, not on the basis of such rounded figures, but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this prospectus may vary from those obtained by performing the same calculations using the figures, on the face of our consolidated financial statements included elsewhere in this prospectus. Certain other amounts that appear in this prospectus may not sum due to rounding.

Non-GAAP Financial Metrics

We present our results of operations in a way that we believe will be the most meaningful and useful to investors, analysts, rating agencies and others who use our financial information to evaluate our performance. Some of our financial measures are not prepared in accordance with generally accepted accounting principles (“non-GAAP”) under Securities and Exchange Commission (“SEC”) rules and regulations. For example, in this prospectus, we present EBITDA, Adjusted EBITDA, EBITDA Margin, and Adjusted EBITDA Margin all of which are non-GAAP financial measures as defined in Item 10(e) of Regulation S-K (“Regulation S-K”) promulgated by the SEC. These measures are presented for supplemental informational purposes only, and are not intended to be substitutes for any GAAP financial measures, including net income, and, as calculated, may not be comparable to companies in other industries or within the same industry with similarly titled measures of performance. In addition, these non-GAAP measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Therefore, non-GAAP financial measures should be considered in addition to, not as a substitute for, or in isolation from, measures prepared in accordance with GAAP. Where appropriate, reconciliations of our non-GAAP financial measures to the most comparable GAAP figures are included. For further discussion and a reconciliation of these non-GAAP financial measures to their most directly comparable financial measure calculated in accordance with GAAP, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Measures.”

Market and Industry Data

Certain market, industry and consumer data used in this prospectus section have been obtained from, are based on, or use data from, the following reports and sources, among others: (i) CTIA-The Wireless Association® Survey Shows Americans Used 26 Percent More Wireless Data in 2014, dated June 17, 2015, by CTIA; (ii) The 4G Decade: Quantifying the Benefits, dated July 29, 2020, by CTIA; (iii) 2025 Annual Survey Highlights, dated September 8, 2025, by CTIA; (iv) Demographics of Mobile Device Ownership and Adoption in the United States, dated November 20, 2025, by Pew Research Center; (v) Americans’ Use of Mobile Technology and Home Broadband, dated January 31, 2024, by Pew Research Center; (vi) 2025 Edelman Trust Barometer Special Report: Brand Trust, From We to Me, dated June 2025, by Edelman; (vii) How Social Values Influence Consumer Purchase Behavior and Brand Performance, based on a survey conducted in March 2021, by SurveyMonkey; (viii) Branding Statistics (2026): Awareness, Recognition & Trends, dated June 3, 2026, by Capital One Shopping Research; (ix) More Than Half of Consumers Now Buy on Their Beliefs, dated June 8, 2017, by Edelman; (x) Party Affiliation Fact Sheet (NPORS), dated July 23, 2025, by Pew Research Center; (xi) U.S. Political Parties Historically Polarized Ideologically, dated January 16, 2025, by Gallup; (xii) QuickFacts: United States, accessed as of February 11, 2026, by the U.S. Census Bureau; and (xiii) Consumer Expenditure Surveys 2024 Annual Data Release, dated December 19, 2025, by the U.S. Bureau of Labor Statistics. We did not commission the preparation of any of these reports or sources.

Some market data and statistical information contained in this prospectus are also based on management’s estimates and calculations, which are derived from our review and interpretation of publicly available industry publications, our internal research and our knowledge of the markets in which we currently, and will in the future, operate, as well as the sources referred to above. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such information. The estimates and assumptions used in determining our total addressable markets are further detailed in the section titled “Business — Our Market Opportunity,” and you are urged to read the risk factor titled “Our metrics and market estimates used to evaluate our performance are subject to inherent challenges in measurement, and real or perceived inaccuracies in those estimates may harm our reputation and negatively affect our business.” Forecasts and other forward-looking information obtained from the sources named above are subject to the same qualifications and uncertainties as the other forward-looking statements in this prospectus.

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Statements as to market position, market opportunity and market size are based on data currently available to us, as well as management’s estimates, judgments, assessments, and assumptions. While we are not aware of any misstatements regarding market position, market opportunity, and market size information included in this prospectus, such information, which is derived in part from management’s estimates and beliefs, is inherently uncertain and imprecise. Projections, assumptions and estimates of estimated market position and market opportunity and the future performance of the industries in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors,” “Cautionary Statement Regarding Forward-Looking Statements” and elsewhere in this prospectus. These and other factors could cause results to differ materially from those expressed in the estimates made by third parties and by us. Investors are cautioned not to place undue reliance on statements of expected future market size or opportunity.

Trademarks

This prospectus includes our trademarks and trade names which are protected under applicable intellectual property laws and are our property. This prospectus also contains trademarks, trade names, and service marks of other companies, which are the property of their respective owners. Solely for convenience, trademarks, trade names, and service marks referred to in this prospectus may appear without the ®, ™ or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent permitted under applicable law, our rights or the right of the applicable licensor to these trademarks, trade names, and service marks. We do not intend our use or display of other parties’ trademarks, trade names, or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties.

Certain Definitions

The terms and abbreviations defined in this section are used throughout this prospectus:

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“2026 Plan” refers to the Patriot Mobile Inc. 2026 Equity Incentive Plan.

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“A&R Bylaws” refers to the Amended and Restated Bylaws of Patriot Mobile Inc., which will be in effect upon the consummation of this offering, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part.

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“A&R Charter” refers to the Amended and Restated Certificate of Formation of Patriot Mobile Inc., which will be in effect upon the consummation of this offering, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part.

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“Active Lines” refers to an active wireless line associated with a customer account that is generating revenue and is entitled to receive wireless services as of the applicable measurement date. Active lines include both Consumer and Enterprise customers utilizing our wireless service offerings. Active lines is an operating metric that we use to evaluate the size and growth of our subscriber base.

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“ARPU” refers to Average Revenue Per User. ARPU is an operating metric that we commonly use to evaluate revenue generation per active line and trends in customer monetization.

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“B2B” refers to Business-to-Business.

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“Basis Adjustments” refers to the amount of tax benefits, if any, that Patriot Mobile Inc. actually realizes (or in some circumstances is deemed to realize) certain increases in tax basis resulting from our acquisition (or deemed acquisition for U.S. federal tax purposes) of the Continuing Equity Holders’ LLC Units in connection with this offering or pursuant to an exercise of the Redemption Right or Call Right.

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“Business Court” refers to the Texas Business Court, Eighth Division.

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“Call Right” refers, with respect to an exercise of the Redemption Right, to the right of Patriot Mobile Inc. pursuant to the Patriot Mobile Holdings LLC Operating Agreement to elect, for administrative convenience, to acquire each tendered LLC Unit (together with a corresponding share of Class B common stock) directly from such redeeming holder of LLC Units for, at the election of Patriot Mobile Inc., (a) one share of Class A common stock, subject to conversion rate adjustments for

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stock splits, stock dividends and reclassification and other similar transactions, or (b) an approximately equivalent amount of cash as determined pursuant to the terms of the Patriot Mobile Holdings LLC Operating Agreement.

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“Change of Control” is defined under the Tax Receivable Agreement.

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“Churn” is defined as the line deactivations during the period divided by active lines at the beginning of the period. We calculate active lines and line deactivations by taking total wireless lines and excluding lines that were deactivated within 60 days of activation. Churn is a management-calculated metric derived from our internal records, is not measured uniformly across the wireless industry and may not be comparable to churn reported by other providers.

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“Code” refers to the U.S. Internal Revenue Code of 1986, as amended.

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“Continuing Equity Holders” refers to certain pre-IPO holders of LLC Units in Patriot Mobile Holdings LLC who will hold Class B common stock following the Transaction and LLC Units, as described under “Our Organizational Structure.”

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“Exchange Act” refers to the Securities Exchange Act of 1934, as amended.

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“FCC” refers to the Federal Communications Commission.

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“Initial Reorganization” refers to the merger of a newly formed merger subsidiary of Patriot Mobile Holdings LLC, referred to as Merger Sub, with and into Patriot Mobile LLC so that the members of Patriot Mobile LLC become members of Patriot Mobile Holdings LLC and Patriot Mobile LLC becomes a wholly owned subsidiary of Patriot Mobile Holdings.

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“Lifetime Value to Customer Acquisition Cost (LTV/CAC)” is defined by dividing estimated customer lifetime value by customer acquisition cost for the period. We define customer lifetime value as the estimated gross profit generated by customer over the life of the relationship calculated as ARPU multiplied by gross margin, divided by historical monthly customer churn rates. Customer acquisition cost includes sales and marketing costs, commissions, promotional incentives, and other direct subscriber acquisition costs divided by new customers acquired in that period.

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“Line of Credit” refers to the Amended and Restated Promissory Note, dated July 13, 2026, by and between Patriot Mobile LLC and ServisFirst Bank.

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“LLC Units” refers to membership interests in Patriot Mobile Holdings LLC.

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“MNO” refers to mobile network operators.

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“MVNA” refers to mobile virtual network aggregators.

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“MVNO” refers to a mobile virtual network operator.

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“Nasdaq” refers to The Nasdaq Stock Market LLC.

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“non-GAAP” refers to financial measures not prepared in accordance with generally accepted accounting principles.

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“Patriot,” the “Company,” “we,” “us,” and “our,” unless the context otherwise requires, refer: (i) following the consummation of the Transactions (as defined herein), including this offering, to Patriot Mobile Inc., and, unless otherwise stated, all of its direct and indirect subsidiaries, including Patriot Mobile Holdings LLC and Patriot Mobile LLC, and (ii) prior to the completion of the Initial Reorganization, to Patriot Mobile LLC.

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“Patriot Mobile Holdings LLC” refers to Patriot Mobile Holdings LLC, a Texas limited liability company.

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“Patriot Mobile Holdings LLC Operating Agreement” refers to the Amended and Restated Limited Liability Company Agreement of Patriot Mobile Holdings LLC, which will be in effect upon the consummation of this offering, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part.

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“Patriot Mobile Inc.” refers to Patriot Mobile Inc., a Texas for-profit corporation that has elected under Section 3.007(e) of the TBOC to be a public benefit corporation governed by Chapter 21, Subchapter S of the TBOC.

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“Patriot Mobile LLC” refers to Patriot Mobile LLC, a Delaware limited liability company.

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“Redemption Right” refers to the right of the Continuing Equity Holders, subject to certain exceptions, to require Patriot Mobile Holdings LLC to redeem all or a portion of their LLC Units in exchange for, at Patriot Mobile Inc.’s election (determined solely by its independent directors (within the meaning of Nasdaq rules) who are disinterested), either (i) newly-issued shares of Class A common stock on a one-for-one basis (subject to customary adjustments, including for stock splits, stock dividends, and reclassifications) or (ii) a cash payment equal to the volume weighted average market price of one share of Class A common stock for each LLC Unit so redeemed, in each case in accordance with the terms of the Patriot Mobile Holdings LLC Operating Agreement; provided that, at Patriot Mobile Inc.’s election (determined solely by its independent directors (within the meaning of Nasdaq rules) who are disinterested), Patriot Mobile Inc. may effect a direct exchange of such Class A common stock or cash, as applicable, for such LLC Units.

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“Registration Rights Agreement” refers to a registration rights agreement with the Continuing Equity Holders.

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“Reorganization” refers to the reorganization transactions described under “Our Organizational Structure.”

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“RRA Holders” refers to Continuing Equity Holders and any person to whom rights under the Registration Rights Agreement are assigned in accordance therewith.

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“SEC” refers to the Securities and Exchange Commission

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“Securities Act” refers to the Securities Act of 1933, as amended.

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“Tax Receivable Agreement” or “TRA” refers to that certain tax receivable agreement with Patriot Mobile Holdings LLC and the Continuing Equity Holders.

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“TBOC” refers to the Texas Business Organizations Code.

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“TRA Benefits” refers to Basis Adjustments and certain tax benefits (such as interest deductions) arising from payments made under the Tax Receivable Agreement.

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“Transactions” refers collectively to the consummation of the Reorganization described in the section titled “Our Organizational Structure” and this offering, and the application of the proceeds therefrom.

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“Up-C” refers to an umbrella partnership-C corporation structure.

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SUMMARY

This summary provides a brief overview of information contained elsewhere in this prospectus. This summary does not contain all of the information that you should consider before making an investment decision with respect to our Class A common stock. You should read the entire prospectus carefully, including the information presented under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes thereto included elsewhere in this prospectus. You should also read “Risk Factors” for more information about important risks that you should consider carefully before buying our Class A common stock. Unless indicated otherwise, the information presented in this prospectus assumes (i) an initial public offering price of $      per share of Class A common stock (the midpoint of the price range set forth on the cover page of this prospectus), (ii) that the underwriters do not exercise their option to purchase additional shares of Class A common stock, and (iii) other than in the consolidated financial statements and related notes thereto included elsewhere in this prospectus, the consummation of the Reorganization (as defined herein).

Our Mission

Patriot Mobile is building a leading values-driven communications and technology platform for consumers, families, businesses, churches, and organizations that share Christian-conservative values. We deliver higher priority premium wireless connectivity, innovative technology solutions, and exceptional 100% U.S.-based customer service — all guided by a commitment to advance faith, family, and freedom.

Our mission is to passionately defend our God-given rights & freedoms, uphold the Constitution, advance America’s founding principles, and glorify God in all we do.

As a Public Benefit Corporation (“PBC”), we are committed to advancing our mission through charitable giving, strategic partnerships, educational initiatives, volunteerism, and responsible business practices consistent with our Christian mission. Our charitable giving and activism are guided by our four core pillars: defending First Amendment freedoms, protecting Second Amendment rights, advancing the sanctity of life, and serving and honoring our military, veterans, and first responders. We also support and partner with other Christian-conservative organizations and initiatives that advance faith, family, freedom, and America’s founding principles.

Company Overview

Founded in 2013, Patriot Mobile is a leading values-driven nationwide communications and technology company delivering higher priority premium wireless connectivity, digital services, and innovative technology solutions. We provide postpaid wireless voice, text, and data services, connected devices, mobile internet, device protection, financing, accessories, and other value-added technology services to consumers and businesses nationwide.

We have invested in carrier integrations, cloud-native technologies, customer service operations, and scalable infrastructure to evolve into a leading values-aligned nationwide wireless communications company in the United States. Today, Patriot Mobile provides seamless access to all three major national wireless networks, operates a modern digital commerce platform, and maintains one of the industry’s highest customer satisfaction ratings. These investments have transformed Patriot Mobile from an emerging wireless provider into a scalable communications platform with a strong operational foundation, positioning the Company for its next phase of growth and strategic capital deployment.

We provide our wireless services through wholesale access agreements with aggregators that provide access to the nation’s three largest wireless networks, which allows us to operate with an asset-light business model. As a carrier agnostic provider, we enable customers to select one or multiple networks on the same device and within a single account. By purchasing network capacity rather than investing in spectrum licenses and capital-intensive infrastructure, we are able to deploy capital toward technology innovation, customer acquisition, product development, and enhancing the customer experience.

We serve a large, differentiated, and underserved segment of the U.S. wireless connectivity market comprised of consumers who purposefully align their purchasing decisions with deeply held personal values and convictions. We believe these customers demonstrate stronger brand loyalty, higher engagement,

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lower churn, and greater lifetime value than non-values aligned wireless subscribers, resulting in attractive customer retention and efficient acquisition economics.

Our addressable market extends well beyond wireless connectivity. Millions of Americans identify with the Christian-conservative values Patriot Mobile represents and actively supports, creating a significant opportunity to expand beyond wireless into adjacent communications, financial, security, and other technology services while leveraging our trusted brand and established customer relationships.

Our customers are at the heart of everything we do. We are committed to earning their trust through exceptional service, unwavering integrity, and outstanding customer experience. Our 100% U.S.-based sales and customer care organization delivers exceptional customer service, as reflected by our industry-leading Net Promoter Score (“NPS”) of 86 as of December 31, 2025 and low average monthly churn of approximately 1% for the year ended December 31, 2025.

Our values-driven brand, differentiated customer experience, scalable technology platform, activism, and commitment to the causes we support have enabled us to build a highly engaged and loyal customer base characterized by strong satisfaction and low churn. Strengths have established Patriot Mobile as a trusted provider within our target market and created a foundation for sustained growth. As we continue to expand our products, services, and partnerships, we believe we can increase customer lifetime value while remaining true to our mission of advancing faith, family, and freedom.

Our business has scaled through delivering exceptional customer experiences driven by our strong carrier partnerships and robust technology infrastructure, along with diversifying our customer acquisition strategy, enabling capital-efficient growth in subscribers and revenue. As of December  31, 2025, we served approximately 186,000 active wireless lines with 2025 ARPU of approximately $543.

Patriot Mobile is evolving from a wireless provider into a comprehensive communications and technology platform. In addition to wireless service, we currently offer connected devices, mobile internet, device protection, financing, and accessories, while evaluating future opportunities to expand into adjacent technology, security, finance, insurance, and digital services that align with our mission and the evolving needs of our customers.

Business Model

Patriot Mobile operates a capital-efficient Mobile Virtual Network Operator (“MVNO”) business model. Rather than owning spectrum licenses or telecommunications infrastructure, we purchase wholesale network capacity through aggregators that provide access to all three major national wireless carriers, enabling us to deliver higher priority premium nationwide coverage while minimizing capital expenditures. Our cloud-based infrastructure, multi-channel customer acquisition strategy, and strong carrier relationships provide the foundation for a defensible and scalable platform.

We generate revenue primarily from recurring subscription-based wireless services, supplemented by device sales, accessories, protection plans, and related connectivity services. We attract and reach our customers through a diversified mix of radio and podcasts, television, digital marketing, referrals, affiliate partnerships, sponsorships, live events, collaborative activism, and grassroots outreach. We further grow revenue by cross-selling and upselling complementary products and services which drives increased ARPU, customer lifetime value, and long-term engagement.

Patriot Mobile’s platform provides a frictionless entry into our ecosystem. Through our customer care operations and website, customers can switch over the phone or online in minutes while keeping their existing device and phone number. They may choose domestic and international service plans based on their usage needs, bring their own compatible device, or purchase a new device through financing or retail options. Additionally, Patriot Mobile’s plans include international calling to over 200 countries and domestic data roaming.

As a mission-driven PBC, we contribute both our time and financial resources to organizations that support and protect our Constitutional freedoms, religious liberty, the sanctity of life, military families, veterans, first responders, conservation, civic engagement, and other Christian-conservative organizations.

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This mission-driven model differentiates Patriot Mobile from traditional wireless providers and fosters meaningful customer engagement, strong brand affinity, and long-term loyalty.

Our business model combines the recurring revenue characteristics of a subscription-based wireless provider with the capital efficiency and scalability of an asset-light business model. By leveraging our multi-network platform, cloud-based infrastructure, diversified customer acquisition channels, frictionless onboarding experience, and trusted mission-driven brand, we believe we are well positioned to efficiently acquire, retain, and deepen customer relationships while maintaining a disciplined cost structure.

We believe Patriot Mobile is uniquely positioned to become the nation’s leading values-driven communications and technology platform. Our differentiated brand, highly engaged customer base, scalable business model, recurring revenue profile, capital-efficient infrastructure, and expanding portfolio of products and services provide a strong foundation for long-term growth and shareholder value creation.

Why Patriot Mobile

Patriot Mobile operates at the intersection of attractive long-term trends:

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increasing consumer preference for values-aligned brands;

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continued growth in recurring subscription-based communications services; and

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expanding demand for integrated technology solutions delivered through trusted brands.

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We believe these trends position us to evolve from a wireless provider into a diversified communications and technology platform with multiple avenues for long-term growth.

Growth Strategy

Since our founding, we have experienced significant growth driven by expanding our subscriber base, increasing network coverage, launching new products and services, and strengthening our values-driven brand. We believe we are well positioned to continue this trajectory through a combination of organic growth initiatives and selective strategic acquisitions that complement our platform and accelerate long-term value creation.

Grow Our Subscriber Base

We believe there is an opportunity to continue growing within our existing addressable market. We currently serve less than one percent of our estimated core market of approximately 28.3 million Americans who identify as “very conservative,” providing significant runway for subscriber growth without expanding beyond our primary customer segment.

Our customer acquisition strategy utilizes a diversified, omni-channel marketing platform that includes radio and podcasts, television, digital marketing, referrals, affiliate partnerships, sponsorships, live events, and grassroots outreach.

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Expand radio and podcast reach.   We continue to broaden our radio and podcast strategy beyond traditional Christian-conservative media by expanding our reach to broader values-aligned audiences through new conservative sports and live events podcasters. This strategy significantly expands our addressable audience while maintaining alignment with our target demographic.

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Scale television advertising.   While our television advertising has historically been concentrated on Fox News, we are increasing both the frequency of our campaigns and our presence across additional networks that reach our target audience. We believe this enables us to increase brand awareness while benefiting from greater marketing scale and lower customer acquisition costs.

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Grow our digital marketing capabilities.   Digital marketing is one of our fastest-growing acquisition channels, generating qualified sales leads and reaching prospective customers who may not otherwise engage with our brand. We continue to optimize this channel to improve subscriber growth and marketing efficiency.

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Leverage strategic events and sponsorships.   Our events marketing strategy strengthens brand awareness through sponsorships, collaborative activism, grassroots outreach, conferences, trade shows, and national events, allowing us to engage directly with millions of consumers and businesses. For example, we have invested in sports and entertainment sponsorship opportunities, including NASCAR and SEC football, which have significant overlap among our values-aligned consumers.

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Our disciplined omni-channel approach enables us to continuously evaluate marketing performance, optimize customer acquisition costs, test new outreach strategies, and efficiently scale subscriber growth across multiple channels.

Expand Customer Wallet Share

We believe our trusted brand, differentiated customer care, and high customer satisfaction drives a highly loyal customer base, creating meaningful opportunities to increase our customer wallet share by expanding the products and services we provide. As we deepen our relationships with customers, we intend to broaden our portfolio of communications and technology solutions to capture a greater share of their technology and household spending.

We continue to identify opportunities to cross-sell and upsell complementary products and services, including connected devices, mobile internet, device protection, device financing, branded hotspots, 5G home internet, and other value-added technology solutions. We believe these offerings will increase ARPU while further strengthening customer experience and retention.

We also view insurance as a significant long-term growth opportunity. Building upon our existing device protection offering, we intend to expand into additional insurance categories, including electronics, home appliances, and life insurance. While our current insurance products are offered through third-party partnerships, we intend to evaluate operating as a managing general agency (“MGA”), allowing us to participate more broadly in the insurance value chain and retain a greater share of premium revenue while continuing to maintain an asset-light business model.

Optimizing the User Experience

Technology is a key competitive differentiator and an important driver of customer satisfaction, retention, and operating efficiency. We continue to invest in cloud-based infrastructure, digital capabilities, automation, and self-service tools that simplify the customer experience and streamline interactions across every customer touchpoint, including our call center, website, and mobile platform.

We have numerous internal initiatives underway to improve capability and performance of our customer care platform, including investments in artificial intelligence (“AI”) and data analytics tools, to support our customer service representatives, and enhancements to our website and Patriot Mobile Mobile Application (“Mobile Application” or “Mobile App”). These two platforms allow us to deliver a more unified digital experience for customers to monitor data usage, manage billing, change plans, and access customer service.

We currently leverage a small number of mainstream third-party AI tools, including, among others, OpenAI ChatGPT and Codex, and Anthropic Claude Chat, and are in early stages of working with third-party vendors and consultants to further develop our AI strategy and incorporate AI into our operations. We do not currently use any third-party proprietary AI models or algorithms and have not begun internal development of any proprietary AI technology. To date, our cost associated with AI technology has been immaterial.

We believe continued investments in technology and digital capabilities will enhance customer satisfaction, improve retention, lower servicing costs, and support the continued expansion of our communications and technology platform.

Expand Business-to-Business (“B2B” or “Enterprise”) Segment

We believe the B2B segment represents a significant long-term growth opportunity. Our mission, the causes we support, and our values-driven brand resonate with businesses, churches, ministries, nonprofits, and other organizations seeking to align their purchasing decisions with their values.

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We are investing in and expanding our B2B initiatives to acquire business customers through a diversified strategy that includes targeted marketing, industry conferences, strategic partnerships, collaborative activism, referral relationships, and our dedicated B2B sales organization. Our sales efforts are focused on value-aligned verticals, including faith-based organizations, emergency services, agriculture, transportation, construction, and manufacturing, where reliable communications and exceptional customer service are critical.

Our existing technology platform, carrier relationships, and operational infrastructure provide a scalable foundation for continued B2B expansion without requiring significant incremental capital investment. Business customers typically have hundreds to thousands of wireless lines, creating meaningful opportunities for subscriber growth, recurring revenue, and long-term customer relationships. As we continue to broaden our portfolio of communications and technology solutions, we believe we are well positioned to become the trusted communications partner for organizations that share our values.

Competitive Strengths

We believe that the following competitive strengths position us to compete effectively and capture market share within the U.S. wireless communications industry.

Differentiated Brand and Values-Driven Customer Alignment

Our mission-driven brand resonates with a clearly defined and underserved customer segment that purposefully aligns purchasing decisions with deeply held personal convictions. Through our grassroots activism, exceptional customer service, and our commitment to the causes we support, we have cultivated a mission-driven and loyal customer base. We believe this is reflected in our customer satisfaction and an industry-leading Net Promoter Score, which results in highly attractive customer retention and the ability to capture additional wallet share. We believe this differentiated positioning provides a competitive advantage that is difficult to replicate.

Flexible Multi-Network Access

As one of the few wireless providers with access to all three major national wireless networks, we offer broad geographic coverage, network flexibility, and a differentiated customer experience. Our carrier-agnostic platform enables innovative offerings such as Patriot Mobile One, allowing eligible customers to access multiple networks on the same device and within a single account. In addition, our Coverage Guarantee provides customers with greater flexibility by leveraging access to all three major national wireless networks. If a customer experiences inadequate coverage or network performance, we can move that customer to another supported network while they remain a Patriot Mobile customer, eliminating the need to switch wireless carriers to find better coverage. This flexibility improves network performance, enhances customer satisfaction, and reduces churn.

Scalable Multi-Channel Customer Acquisition Platform

We have developed a diversified and scalable customer acquisition platform spanning radio and podcasts, television, digital marketing, referrals, affiliate partnerships, sponsorships, live events, and grassroots activism. We continuously optimize marketing investments across channels to improve customer acquisition efficiency while expanding brand awareness, fulfilling our mission, and maintaining strong engagement with our target audience. We believe certain media partners seek to align their brand with Patriot Mobile because of our established market presence, longevity, mission-driven brand, reputation within the Christian and conservative movements, and longstanding financial support of their platforms. These relationships may enhance the visibility of both our brand and our partners’ platforms among shared audiences.

Frictionless Customer Onboarding

Our platform is designed to make switching to Patriot Mobile simpler, faster, and more convenient than the traditional retail store experience. Customers can enroll online or over the phone in just minutes while keeping their existing phone number. They may bring their own device or purchase a new device through

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financing or retail options and can choose from a range of domestic and international service plans tailored to their high-speed data and feature requirements. We believe this seamless onboarding experience lowers the barrier to switch to Patriot Mobile and enhances the customer experience, supporting efficient subscriber growth.

100% U.S.-Based Customer Support

We maintain a 100% U.S.-based sales and customer service organization dedicated to delivering responsive, personalized support throughout the customer lifecycle. Our service model is complemented by a dedicated back-office support team and robust self-service capabilities available through our website and mobile application, allowing customers to manage their accounts whenever and however they choose. We monitor key performance indicators (“KPIs”), quality assurance metrics, and customer feedback to maintain a consistently high standard of service. We believe our commitment to delivering a premium customer experience strengthens customer trust and drives satisfaction, as evidenced by our industry-leading NPS of 86 as of December 31, 2025, resulting in long-term customer retention.

Scalable Communications and Technology Platform

Over more than a decade, we have built a modern, cloud-based technology platform capable of supporting continued subscriber growth and expansion into adjacent communications and technology services. Our carrier integrations, digital commerce capabilities, proprietary applications, and scalable infrastructure position us to broaden our portfolio beyond wireless connectivity while increasing customer lifetime value and operating leverage.

A Mission-Driven Brand with a Highly Engaged Community

Our mission is to passionately defend our God-given rights and freedoms, uphold the Constitution, advance America’s founding principles, and glorify God in all we do. We serve Americans who love their country, value the Constitution, and seek to preserve America’s founding principles. We strive to glorify God in all that we do while serving consumers and businesses that share our mission and values. Our customers, including individuals, families, businesses, churches, and nonprofit organizations across all 50 states, view Patriot Mobile as more than a wireless provider. We believe our customers choose Patriot Mobile because we combine higher priority premium wireless service and exceptional 100% U.S.-based customer service with a mission-driven brand and an unwavering commitment to civic engagement, community impact, and advancing the causes they care about.

Supporting aligned causes is central to our mission and public benefit purpose. Each year, we contribute millions of dollars to organizations that protect First Amendment freedoms, defend Second Amendment rights, uphold the sanctity of life, honor and support our military, veterans, and first responders, and promote faith, family, freedom, and America’s founding principles. We support organizations such as Alliance Defending Freedom, First Liberty Institute, Intercessors for America, Mercury One, the National Rifle Association, Gun Owners of America, Concerned Women for America, Embrace Grace, Lifeline Children’s Services, Susan B. Anthony Pro-Life America, Warrior Rising, Folds of Honor, SoldierStrong, and Boot Campaign.

Our commitment extends well beyond financial contributions. We actively engage in grassroots initiatives that strengthen civic participation and advance constitutional principles, including voter education and Get Out the Vote efforts, collaborating with like-minded organizations to defend constitutional liberties, and supporting educational initiatives that promote American exceptionalism, civic responsibility, and an understanding of our nation’s founding principles and Christian heritage. In addition, Patriot Mobile employees also volunteer their time, sponsor community events, and provide direct assistance to communities in times of need. These efforts have included delivering heavy-duty chainsaws, rescue dog food, and other critical supplies to first responders following the devastating floods in Kerr County, Texas, as well as providing generators, fuel, diapers, wipes, and other essential supplies to communities impacted by Hurricane Helene in Georgia.

We believe our authentic and sustained commitment to our mission differentiates Patriot Mobile from traditional wireless providers and strengthens the relationships we have with our customers. By aligning our

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business success with meaningful community impact, we have cultivated a highly engaged customer base characterized by strong brand affinity, industry-leading customer satisfaction, and long-term loyalty.

Recent Developments

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Improved gross margins.   We continue to improve gross margins through negotiated carrier pricing and ongoing cost optimization initiatives. To support these efforts, we expanded our analytics capabilities by hiring a data scientist and a dedicated junior business analyst focused on identifying additional optimization opportunities. These initiatives have reduced our cost structure while enabling us to introduce more competitive wireless plans with increased data allowances for our customers.

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Introduced enhanced high-speed data plans.   In June 2026, we launched new high-speed data plans designed to provide customers with increased data allowances at competitive price points. Following the introduction of these plans, sales increased in June and July. We believe these enhanced plan offerings strengthened our competitive positioning and contributed to increased customer acquisition.

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Expanded strategic marketing initiatives.   We increased our advertising frequency on Fox News and expanded our marketing efforts through a sponsorship with NASCAR to broaden brand awareness and reach new audiences. We believe these initiatives enhanced the visibility of the Patriot Mobile brand among prospective customers and supported customer acquisition.

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Launch of 5G Home Wireless.   We launched our 5G Home Wireless service for business customers in March 2026 and expanded the offering to consumer customers in May 2026, broadening our product portfolio beyond wireless phone service to include home internet. While 5G Home Wireless is generally a lower-margin offering than our wireless service plans, it enables our customers to consolidate wireless and home internet services with a single provider and billing relationship. We believe this expanded product offering enhances our ability to attract and retain customers while increasing revenue opportunities through additional services.

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Reorganization Transactions and Our Organizational Structure

Patriot Mobile Inc., a Texas corporation, was formed on July 31, 2026 and is the issuer of the Class A common stock offered by this prospectus. Prior to this offering, all of our business operations have been conducted through Patriot Mobile LLC, which was founded in 2013. We have consummated, or will consummate, the following organizational transactions in connection with this offering pursuant to the reorganization agreement:

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prior to the consummation of this offering, (i) Patriot Mobile LLC formed Patriot Mobile Holdings LLC as a wholly owned subsidiary of Patriot Mobile LLC, and (ii) Patriot Mobile Holdings LLC formed a merger subsidiary (“Merger Sub ”) as a wholly owned subsidiary of Patriot Mobile Holdings LLC;

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all the convertible notes of Patriot Mobile LLC will be converted into units of Patriot Mobile LLC;

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prior to the consummation of this offering, Patriot Mobile Holdings LLC will merge Merger Sub with and into Patriot Mobile LLC so that the members of Patriot Mobile LLC become members of Patriot Mobile Holdings LLC and Patriot Mobile LLC becomes a wholly owned subsidiary of Patriot Mobile Holdings LLC (the “Initial Reorganization”);

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prior to the consummation of this offering, we will amend and restate Patriot Mobile Holdings LLC’s existing operating agreement to, among other things, (i) appoint Patriot Mobile Inc. as the sole managing member of Patriot Mobile Holdings LLC upon its acquisition of LLC Units in connection with this offering, and (ii) provide certain redemption rights to the Continuing Equity Holders;

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we will amend and restate Patriot Mobile Inc.’s certificate of formation to, among other things, (i) reclassify all outstanding shares of common stock of Patriot Mobile Inc. into shares of Class A common stock, (ii) provide for Class A common stock, with each share of our Class A common stock entitling its holder to one vote per share on all matters presented to our shareholders generally, (iii) provide for Class B common stock, with each share of our Class B common stock entitling its holder to votes per share on all matters presented to our shareholders generally, (iv) provide that shares

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of our Class B common stock may only be held by the Continuing Equity Holders and their respective permitted transferees as described in “Description of Capital Stock — Class B common stock,” and (v) provide for preferred stock, which can be issued by our board of directors in one or more series without shareholder approval;

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we will issue shares of our Class A common stock to the purchasers in this offering (or shares if the underwriters exercise in full their option to purchase additional shares of Class A common stock) in exchange for net proceeds of approximately $       million (or approximately $       million if the underwriters exercise in full their option to purchase additional shares of Class A common stock) based upon the initial public offering price of $      per share, less the underwriting discount;

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we will use the net proceeds from this offering to purchase newly issued LLC Units from Patriot Mobile Holdings LLC for approximately $ million (or LLC Units from Patriot Mobile Holdings LLC for $ million in aggregate if the underwriters exercise in full their option to purchase additional shares of Class A common stock);

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Patriot Mobile Holdings LLC intends to use the net proceeds from the issuance of the newly issued LLC Units to Patriot Mobile Inc. as follows: (i) to redeem LLC Units from certain Continuing Equity Holders for $     million in aggregate, (ii) to repay up to $     million of borrowings outstanding under our Line of Credit, (iii) to pay estimated offering expenses of $     million and (iv) if any remain, for general corporate purposes, which may include funding for opportunistic acquisitions, working capital requirements, capital expenditures and the repayment, refinancing, redemption or repurchase of indebtedness or other securities, as described under “Use of Proceeds;” and

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Patriot Mobile Inc. will enter into (i) the Registration Rights Agreement (as defined herein) with our Continuing Equity Holders and (ii) the Tax Receivable Agreement (as defined herein) with Patriot Mobile Holdings LLC and certain of the Continuing Equity Holders. For a description of the terms of the Registration Rights Agreement and the Tax Receivable Agreement, see “Certain Relationships and Related Persons Transactions.”

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Immediately following the consummation of the Transactions (including this offering and proposed use of proceeds):

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Patriot Mobile Inc. will be a holding company and its principal asset will consist of LLC Units it acquires directly from Patriot Mobile Holdings LLC and from each Continuing Equity Holder;

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Patriot Mobile Inc. will be the sole managing member of Patriot Mobile Holdings LLC and will control the business and affairs of Patriot Mobile Holdings LLC;

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Patriot Mobile Inc. will own           LLC Units of Patriot Mobile Holdings LLC, representing approximately    % of the economic interest in Patriot Mobile Holdings LLC (or ,           LLC Units, representing approximately    % of the economic interest in Patriot Mobile Holdings LLC if the underwriters exercise in full their option to purchase additional shares of Class A common stock);

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the Continuing Equity Holders will own (i)           LLC Units of Patriot Mobile Holdings LLC, representing approximately    % of the economic interest in Patriot Mobile Holdings LLC (or approximately    % of the economic interest in Patriot Mobile Holdings LLC if the underwriters exercise in full their option to purchase additional shares of Class A common stock), and (ii)        shares of Class B common stock of Patriot Mobile Inc., representing approximately    % of the combined voting power of all of Patriot Mobile Inc.’s common stock (or approximately    % of the combined voting power if the underwriters exercise in full their option to purchase additional shares of Class A common stock);

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the purchasers in this offering will own (i)           shares of Class A common stock of Patriot Mobile Inc. (or           shares of Class A common stock of Patriot Mobile Inc. if the underwriters exercise in full their option to purchase additional shares of Class A common stock), representing approximately    % of the combined voting power of all of Patriot Mobile Inc.’s common stock and    % of the economic interest in Patriot Mobile Inc. (or approximately    % of the combined voting power and    % of the economic interest if the underwriters exercise in full their option to purchase additional shares of Class A common stock), and (ii) through Patriot Mobile Inc.’s ownership

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of LLC Units, indirectly will hold approximately    % of the economic interest in Patriot Mobile Holdings LLC (or approximately    % of the economic interest in Patriot Mobile Holdings LLC if the underwriters exercise in full their option to purchase additional shares of Class A common stock); and

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Patriot Mobile Inc. will be a holding company and its principal asset will consist of 100% of the outstanding membership interests in Patriot Mobile Holdings LLC and Patriot Mobile Inc. will be the sole managing member of Patriot Mobile Holdings LLC, which is the sole managing member of Patriot Mobile LLC and will control the business and affairs of Patriot Mobile LLC. See “Description of Capital Stock.”

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As the sole managing member of Patriot Mobile Holdings LLC, we will operate and control all of the business and affairs of Patriot Mobile Holdings LLC and its direct and indirect subsidiaries, including Patriot Mobile LLC, through which we will conduct our business. Following the Transactions, including this offering, Patriot Mobile Inc. will control the management of Patriot Mobile Holdings LLC as its sole managing member. As a result, Patriot Mobile Inc. will consolidate Patriot Mobile Holdings LLC and record a significant noncontrolling interest in a consolidated entity in Patriot Mobile Inc.’s consolidated financial statements for the economic interest in Patriot Mobile Holdings LLC held by the Continuing Equity Holders.

Unless otherwise indicated, this prospectus reflects the shares of Class A common stock being offered at $      per share. For more information regarding the impact of the initial offering price on the share information included throughout this prospectus, see “— The Offering.”

Our organizational structure following this offering, as described below, is commonly referred to as an umbrella partnership-C corporation (“Up-C”) structure, which is often used by partnerships and limited liability companies when they undertake an initial public offering of their business. The Up-C structure will allow the Continuing Equity Holders to retain their equity ownership in Patriot Mobile Holdings LLC following the offering and to continue to realize tax benefits associated with owning interests in an entity that is treated as a partnership, or “flow-through” entity, for U.S. federal income tax purposes. Investors in this offering will, by contrast, hold their equity ownership in Patriot Mobile Inc., a Texas corporation that is a domestic corporation for U.S. federal income tax purposes, in the form of shares of Class A common stock. One of the potential tax benefits to the Continuing Equity Holders associated with this structure is that future taxable income of Patriot Mobile Holdings LLC that is allocated to the Continuing Equity Holders will be taxed on a flow-through basis and, therefore, will not be subject to corporate taxes at the entity level. Additionally, because the Continuing Equity Holders may have their LLC Units redeemed by Patriot Mobile Holdings LLC (or at our option, directly exchanged with Patriot Mobile Inc.) for newly issued shares of our Class A common stock on a one-for-one basis (subject to customary adjustments, including for stock splits, stock dividends, and reclassifications) or, at our option, for cash, the Up-C structure also provides the Continuing Equity Holders with potential liquidity that holders of non-publicly traded limited liability companies are not typically afforded. In connection with any such redemption or exchange of LLC Units, a corresponding number of shares of Class B common stock held by the relevant Continuing Equity Holder will automatically be transferred to Patriot Mobile Inc. for no consideration and be canceled. The Continuing Equity Holders and Patriot Mobile Inc. also each expect to benefit from the Up-C structure as a result of certain cash tax savings arising from redemptions or exchanges of the Continuing Equity Holder’s LLC Units for Class A common stock or cash, and certain other tax benefits covered by the Tax Receivable Agreement discussed in “Certain Relationships and Related Persons Transactions — Tax Receivable Agreement.” See “Risk Factors — Risks Related to Our Corporate Structure.” In general, the Continuing Equity Holders expect to receive payments under the Tax Receivable Agreement in amounts equal to    % of certain tax benefits, as described below, and Patriot Mobile Inc. expects to benefit in the form of cash tax savings in amounts equal to    % of such tax benefits, as described below. Any payments made by us to the Continuing Equity Holders under the Tax Receivable Agreement will reduce cash otherwise arising from such tax savings. We expect such payments will be substantial.

Because the Continuing Equity Holders will hold their economic interests directly in Patriot Mobile Holdings LLC, rather than through Patriot Mobile Inc., the interests of such holders may conflict with those of the holders of shares of Class A common stock of Patriot Mobile Inc. For example, the Continuing Equity Holders may have a different tax position from the holders of Class A common stock of Patriot Mobile Inc., which could influence decisions regarding whether and when Patriot Mobile Holdings LLC

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should dispose of assets or incur new indebtedness, undergo certain changes of control within the meaning of the Tax Receivable Agreement or terminate the Tax Receivable Agreement. In addition, the structuring of future transactions may take into consideration these tax or other considerations even where no similar benefit would accrue to the holders of shares of Class A common stock of Patriot Mobile Inc. Additionally, if Patriot Mobile Inc. elects to redeem LLC Units of Patriot Mobile Holdings LLC for cash instead of shares of Class A common stock, such an election may potentially create limited liquidity for Patriot Mobile Inc.

As described below under “Certain Relationships and Related Persons Transactions — Tax Receivable Agreement,” prior to the completion of this offering, we entered into a tax receivable agreement (the “Tax Receivable Agreement” or “TRA”) with Patriot Mobile Holdings LLC and the Continuing Equity Holders that provides for the payment by Patriot Mobile Inc. to the Continuing Equity Holders of    % of (i) the amount of tax benefits, if any, that Patriot Mobile Inc. actually realizes (or in some circumstances is deemed to realize) certain increases in tax basis resulting from our acquisition (or deemed acquisition for U.S. federal tax purposes) of the Continuing Equity Holders’ LLC Units in connection with this offering or pursuant to an exercise of the Redemption Right (as defined herein) or Call Right (as defined herein) (“Basis Adjustments”), and (ii) certain tax benefits (such as interest deductions) arising from payments made under the Tax Receivable Agreement (such tax benefits described in clauses (i) and (ii), the “TRA Benefits”).

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The following diagram indicates our simplified ownership structure immediately following this offering and the Transactions (assuming the underwriters do not exercise their option to purchase additional shares of Class A common stock) and without giving effect to any future redemptions of LLC Units pursuant to the Patriot Mobile Holdings LLC Operating Agreement. For additional detail, see “Our Organizational Structure.”

Simplified Structure After Giving Effect to the Reorganization and this Offering

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Includes certain pre-IPO holders of LLC Units in Patriot Mobile Holdings LLC who will hold Class B common stock following the Transaction and LLC Units of Patriot Mobile Holdings LLC. Significant Continuing Equity Holders include Bryan Bradford and his affiliates, Glenn Story, Jenny Story and certain of their affiliates.

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See “Security Ownership of Certain Beneficial Owners and Management.”

Public Benefit Corporation Status

We are a public benefit corporation under Texas law. As provided in our certificate of formation, we intend to operate in a responsible and sustainable manner and to produce a public benefit or benefits, and to be managed in a manner that balances the shareholders’ pecuniary interests, the best interests of those materially affected by our conduct and the public benefits specified in our certificate of formation. We intend to operate responsibly and sustainably while producing positive effects or reducing negative effects

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by creating public benefits of a religious, educational, and charitable nature. Our specific public benefits are to protect connections and community by promoting faith, family, and freedom. We intend to pursue these public benefits through efforts such as charitable giving, strategic partnerships, educational initiatives, volunteerism, and responsible business practices consistent with our Christian mission. See the sections titled “Risk Factors — Risks Related to Our Corporate Structure” and “Description of Capital Stock — Public Benefit Corporation Status” for additional information.

Summary of Risk Factors

An investment in shares of our Class A common stock involves substantial risks and uncertainties that may materially adversely affect our business, financial condition, and results of operations and cash flows. Some of the more significant challenges and risks relating to an investment in our company include, among other things, the following:

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competition in the wireless industry;

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our ability to adapt to rapid technological change and evolving consumer demand;

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higher-than-expected customer turnover and its effect on our revenues and marketing costs;

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our history of losses may continue and we may be unable to achieve profitability;

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our dependence on mobile carriers for network access exposes us to service disruptions;

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our association with Christian and conservative values may limit our market and expose us to negative publicity;

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our focus on investing in long-term growth may negatively impact near-term results of operations;

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security incidents or technical issues could impair operations and compromise customer data;

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our public benefit corporation obligations may negatively impact our financial performance;

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directors’ broader fiduciary duties may result in conflicts not resolved in shareholders’ favor;

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our transition to operating as a public company will be costly and may not be managed effectively;

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our dependency on distributions from Patriot Mobile Holdings LLC, which may be subject to various restrictions;

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the Tax Receivable Agreement may require substantial payments to Continuing Equity Holders;

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a trading market may not develop, and resale at or above the initial public offering price is not assured;

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purchasing our Class A common stock in this offering will result in immediate, substantial dilution;

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our current intention not to pay dividends may limit investor returns to appreciation in the value of our Class A common stock;

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our dual class structure concentrates voting control with insiders, limiting corporate influence;

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our dual class stock structure may adversely affect the market for our Class A common stock;

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our public benefit corporation status may increase derivative litigation risk;

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intellectual property infringement allegations could reduce revenues or increase costs;

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regulatory or compliance changes could adversely affect our business and financial results;

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privacy and data protection laws may increase costs, legal exposure, or reputational harm;

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tax law changes or adverse tax examinations could harm our business and financial condition; and

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our substantial level of indebtedness could materially adversely affect our financial condition.

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Before you invest in our Class A common stock, you should carefully consider all of the information in this prospectus, including matters set forth under the heading “Risk Factors.”

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Controlled Company Status

We will be a controlled company as of the completion of this offering under Nasdaq listing rules because Bryan Bradford will control a majority of the voting power of our common stock; however, we have elected not to take advantage of the controlled company exemption. See “Risk Factors — We have not elected to take advantage of the “controlled company” exemption to the corporate governance rules for publicly listed companies but may do so in the future” and “Management — Controlled Company Exemption.”

Emerging Growth Company and Smaller Reporting Company Status

As a company with less than $1.235 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As an emerging growth company, we may, for up to five years, take advantage of specified exemptions from reporting and other regulatory requirements that are otherwise applicable generally to public companies.

These exemptions include:

•

in contrast to our reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after we are public, the presentation in this prospectus includes only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations;

​

•

deferral of the auditor attestation requirement on the effectiveness of our system of internal control over financial reporting;

​

•

exemption from the adoption of new or revised financial accounting standards until they would apply to private companies;

​

•

exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board (the “PCAOB”) requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer; and

​

•

reduced disclosure about executive compensation arrangements.

​

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can use the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”), for complying with new or revised accounting standards. This permits an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of this extended transition period and, as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for private companies.

We may take advantage of these provisions until we are no longer an emerging growth company, which will occur on the earliest of (i) the last day of the fiscal year following the fifth anniversary of this offering, (ii) the last day of the fiscal year in which we have equal to or more than $1.235 billion in annual revenue, (iii) the date on which we issue more than $1 billion of non-convertible debt over a three-year period or (iv) the date on which we are deemed to be a “large accelerated filer,” as defined in Rule 12b-2 promulgated under the Exchange Act.

We are also a “smaller reporting company” as defined in the Exchange Act. We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as the market value of our voting and non-voting common stock held by non-affiliates is less than $250.0 million measured on the last business day of our second fiscal quarter, or our annual revenue is less than $100.0 million during the most recently completed fiscal year, and the market value of our voting and non-voting common stock held by non-affiliates is less than $700.0 million measured on the last business day of our second fiscal quarter.

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Our Corporate Information

Patriot Mobile Inc. was incorporated in Texas on July 31, 2026. Prior to this offering, all of our business operations have been conducted through Patriot Mobile LLC, which was founded in 2013. Our principal executive offices are located at 1111 S Main St., Suite 220, Grapevine, Texas 76051. Our telephone number is (844) 211-1177. We maintain a website at www.patriotmobile.com. The reference to our website is intended to be an inactive textual reference only. The information contained on, or that can be accessed through, our website is not part of this prospectus.

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THE OFFERING

Issuer

Patriot Mobile Inc.

Class A common stock offered by us

          Shares.

Option to purchase additional shares of Class A common
stock

The underwriters have a 30-day option to purchase up to        additional shares of Class A common stock at the initial public offering price less the underwriting discounts and commissions.

Class A common stock outstanding after this
offering

          shares, representing approximately    % of the combined voting power of all of Patriot Mobile Inc.’s common stock (or       shares, representing approximately    % of the combined voting power of all of Patriot Mobile Inc.’s common stock if the underwriters exercise in full their option to purchase additional shares of Class A common stock), and    % of the indirect economic interest in Patriot Mobile Holdings LLC (or    % if the underwriters exercise in full their option to purchase additional shares of Class A common stock).

Class B common stock outstanding

          shares after giving effect to the use of net proceeds as described below, representing approximately    % of the combined voting power of all of Patriot Mobile Inc.’s common stock (or           shares, representing approximately    % of the combined voting power of all of Patriot Mobile Inc.’s common stock if the underwriters exercise in full their option to purchase additional shares of Class A common stock) and no economic interest in Patriot Mobile Inc.

Voting power of Class A common stock after this offering

    % (or    % if the underwriters exercise in full their option to purchase additional shares of Class A common stock).

Voting power of Class B common stock after this offering

    % (or    % if the underwriters exercise in full their option to purchase additional shares of Class A common stock).

LLC Units to be held by us immediately after this
offering

            LLC Units, representing approximately    % of the economic interest in Patriot Mobile Holdings LLC (or             LLC Units, representing approximately    % of the economic interest in Patriot Mobile Holdings LLC if the underwriters exercise in full their option to purchase additional shares of Class A common stock).

LLC Units to be held by the Continuing Equity Holders immediately after this
offering

            LLC Units after giving effect to the use of net proceeds as described below, representing approximately    % of the economic interest in Patriot Mobile Holdings LLC (or             LLC Units, representing approximately    % of the economic interest in Patriot Mobile Holdings LLC if the underwriters

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exercise in full their option to purchase additional shares of Class A common stock).

Ratio of shares of Class A common stock to LLC Units

The amended and restated Patriot Mobile Holdings LLC limited liability operating agreement (the “Patriot Mobile Holdings LLC Operating Agreement”) will require that we and Patriot Mobile Holdings LLC at all times maintain a one-to-one ratio between the number of shares of Class A common stock issued by us and the number of LLC Units owned by us.

Ratio of Shares of Class B common stock to LLC Units

Our amended and restated certificate of formation (the “A&R Charter”) and the Patriot Mobile Holdings LLC Operating Agreement will require that we and Patriot Mobile Holdings LLC at all times maintain a one-to-one ratio between the number of shares of Class B common stock owned by the Continuing Equity Holders and their respective permitted transferees and the number of LLC Units owned by the Continuing Equity Holders and their respective permitted transferees. Immediately after the Transactions, the Continuing Equity Holders will together own 100% of the outstanding shares of our Class B common stock.

Permitted Holders of Shares of Class B common stock

Only the Continuing Equity Holders and the permitted transferees of Class B common stock as described in this prospectus will be permitted to hold shares of our Class B common stock. Shares of Class B common stock are redeemable for shares of Class A common stock only together with an equal number of LLC Units. See “Certain Relationships and Related Persons Transactions — Patriot Mobile Holdings LLC Operating Agreement.”

Voting Rights

Each share of our Class A common stock entitles its holder to one vote on all matters on which shareholders are entitled to vote generally. Each share of our Class B common stock entitles its holder to             vote on all matters on which shareholders are entitled to vote generally. Holders of our Class A common stock and Class B common stock vote together as a single class on all matters presented to our shareholders for their vote or approval, except as otherwise required by applicable law or by our A&R Charter. See “Description of Capital Stock.”

Redemption Rights of Holders of LLC Units

The Continuing Equity Holders may, subject to certain exceptions, from time to time at each of their options require Patriot Mobile Holdings LLC to redeem all or a portion of their LLC Units in exchange for, at our election (determined solely by our independent directors (within the meaning of Nasdaq rules) who are disinterested), newly-issued shares of our Class A common stock on a one-for-one basis (subject to customary adjustments, including for stock splits, stock dividends, and reclassifications) or a cash payment equal to a volume weighted average market price of one share of our Class A common stock for each LLC Unit so redeemed, in each case, in accordance with the terms of the Patriot Mobile Holdings LLC Operating Agreement (the “Redemption Right”); provided that, at our election (determined solely by our independent directors (within the meaning of Nasdaq rules) who are disinterested), we may effect a direct exchange by Patriot Mobile

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Inc. of such Class A common stock or such cash, as applicable, for such LLC Units. Simultaneously with the payment of cash or shares of Class A common stock, as applicable, in connection with a redemption or exchange of LLC Units pursuant to the terms of the Patriot Mobile Holdings LLC Operating Agreement, a number of shares of our Class B common stock registered in the name of the redeeming or exchanging Continuing Equity Holder and permitted transferees will automatically be transferred to us for no consideration on a one-for-one basis with the number of LLC Units so redeemed or exchanged and such shares of Class B common stock will be canceled. See “Certain Relationships and Related Persons Transactions — Patriot Mobile Holdings LLC Operating Agreement.”

Use of Proceeds

We expect to receive $     million (assuming the midpoint of the price range set forth on the cover page of this prospectus) from the sale of Class A common stock by us in this offering, after deducting underwriting discounts and commissions (or $     million of net proceeds if the underwriters exercise in full their option to purchase               additional shares of Class A common stock from us).

We estimate that the offering expenses (other than the underwriting discount and commissions) will be approximately $      million. All of such offering expenses will be paid for or otherwise borne by Patriot Mobile Holdings LLC.

We intend to use the net proceeds from this offering to purchase                 newly issued LLC Units for $      million in aggregate directly from Patriot Mobile Holdings LLC (or                 LLC Units from Patriot Mobile Holdings LLC for $      million in aggregate if the underwriters exercise in full their option to purchase additional shares of Class A common stock).

Patriot Mobile Holdings LLC intends to use the net proceeds from the issuance of newly issued LLC Units to us, as follows: (i) redeem LLC Units from certain Continuing Equity Holders for $     million in aggregate at a price per unit equal to the initial public offering price per share of Class A common stock in this offering, (ii) to repay up to $      million of borrowings outstanding under our Line of Credit, (iii) to pay estimated offering expenses of $      million, and (iv) the remainder, if any, for general corporate purposes, which may include funding for opportunistic acquisitions, working capital requirements, capital expenditures and the repayment, refinancing, redemption or repurchase of indebtedness or other securities. Upon each redemption of LLC Units from the Continuing Equity Holders, the corresponding shares of Class B Common Stock will automatically be transferred to Patriot Mobile Inc. for no consideration and canceled.

See “Use of Proceeds.”

Dividend Policy

We currently intend to retain all available funds and any future earnings to fund the development and growth of our business, and therefore, we do not anticipate declaring or paying any cash dividends on our Class A common stock. Except in certain limited circumstances, holders of our Class B common stock are not entitled to participate in any dividends declared by our board of

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directors. Because we are a holding company, our ability to pay cash dividends on our Class A common stock depends on our receipt of cash distributions from Patriot Mobile Holdings LLC. Our ability to pay dividends may be restricted by the terms of any future credit agreement or any future debt or preferred equity securities of us. Any future determination as to the declaration and payment of dividends, if any, will be at the discretion of our board of directors, subject to the requirements of applicable law, and in compliance with contractual restrictions and covenants in the agreements governing our future indebtedness. Any such determination will also depend upon our business prospects, results of operations, financial condition, cash requirements and availability, industry trends, and other factors that our board of directors may deem relevant. See “Dividend Policy.”

Tax Receivable Agreement

Patriot Mobile Inc.’s acquisition (or deemed acquisition for U.S. federal income tax purposes) of the Continuing Equity Holders’ LLC Units in connection with this offering or pursuant to an exercise of the Redemption Right or the Call Right is, in each case, expected to create tax attributes for Patriot Mobile Inc. These tax attributes would not have been available to Patriot Mobile Inc. absent its acquisition or deemed acquisition of such LLC Units, and are expected to reduce the amount of cash tax that Patriot Mobile Inc. would otherwise be required to pay in the future. In connection with the closing of this offering, we will enter into the Tax Receivable Agreement with certain of the Continuing Equity Holders, which will generally provide for the payment by us to the Continuing Equity Holders of      % (i) of the amount of tax benefits, if any, that Patriot Mobile Inc. actually realizes (or in some circumstances is deemed to realize) as a result of certain increases in tax basis resulting from our acquisition (or deemed acquisition for U.S. federal tax purposes) of the Continuing Equity Holders’ LLC units in connection with this offering or pursuant to an exercise of the Redemption Right or Call Right (“Basis Adjustments”) and (ii) certain tax benefits (such as interest deductions) arising from payments made under the Tax Receivable Agreement. We will retain the benefit of the remaining    % of these cash savings. See “Risk Factors — Risks Related to our Class A Common Stock and This Offering” and “Certain Relationships and Related Persons Transactions — Tax Receivable Agreement.”

Registration Rights Agreement

Pursuant to the Registration Rights Agreement, we will, subject to the terms and conditions thereof, agree to register the resale of the shares of our Class A common stock that are issuable to the Continuing Equity Holders in connection with the Transactions. See “Certain Relationships and Related Persons Transactions — Registration Rights Agreement” for a discussion of the Registration Rights Agreement.

Public Benefit Corporation

We are a public benefit corporation under Texas law. As a public benefit corporation, we are required to balance the pecuniary interests of our shareholders, the best interests of those stakeholders materially affected by our conduct, and the specific public benefit protecting connections and community by promoting faith, family and freedom that is set forth in our certificate of formation. Accordingly, our duty to balance a variety of interests may result in

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actions that do not maximize shareholder value. See “Risk Factors — Risks Related to Our Corporate Structure” and “Description of Capital Stock — Public Benefit Corporation Status.”

Controlled Company

Upon completion of this offering, Bryan Bradford will beneficially own a majority of the voting power of our common stock. As a result, we expect to be a “controlled company” within the meaning of the Nasdaq corporate governance standards; however, we have elected not to take advantage of the controlled company exemption. Please refer to “Management — Controlled Company Exemption” and “Certain Relationships and Related Persons Transactions.”

Risk Factors

You should carefully read and consider the information set forth under “Risk Factors” and all other information set forth in this prospectus before deciding to invest in our Class A common stock.

The Listing and Trading
Symbol

We have applied to list our Class A common stock on Nasdaq under the symbol “PTRT.”

Unless we indicate otherwise or the context otherwise requires, all information in this prospectus:

•

gives effect to the Reorganization;

​

•

gives effect to the other Transactions, including the consummation of this offering and proposed use of proceeds, except for the repayment of debt under our Line of Credit;

​

•

excludes           shares of Class A common stock reserved for issuance under our 2026 Plan, as described under the caption “Executive Compensation — 2026 Plan”;

​

•

excludes        shares of Class A common stock issuable upon settlement of fully vested restricted stock units (the “IPO RSUs”) with an aggregate grant date fair value of approximately $        million (based on the assumed initial public offering price of $        per share) that we expect to grant under our 2026 Plan to certain of our executive officers, directors, employees and other service providers immediately following the closing of this offering. The IPO RSUs will be fully vested upon grant, will provide for dividend equivalents, if any, to be settled in cash, with both IPO RSUs and dividend equivalents to be delivered in tranches over the       -month period following the closing of this offering with the first tranche settling        .

​

•

assumes an initial public offering price of $      per share of Class A common stock, which is the midpoint of the price range set forth on the cover page of this prospectus; and

​

•

assumes no exercise by the underwriters of their option to purchase           additional shares of Class A common stock from us.

​

Our 2026 Plan provides for annual automatic increases in the number of shares reserved thereunder, as described under the caption “Executive Compensation — Patriot Mobile Inc. 2026 Equity Incentive Plan.”

Unless otherwise indicated, this prospectus assumes the shares of Class A common stock are offered at $      per share (the midpoint of the price range listed on the cover page of this prospectus). The LLC Units to be purchased from the Continuing Equity Holders in connection with the proposed use of proceeds of this offering will vary depending on the initial public offering price in this offering, and, in turn, the number of shares of Class B common stock issued to the Continuing Equity Holders following the offering and the proposed use of proceeds will vary. These changes will not significantly impact the relative economic and voting interests of the Continuing Equity Holders after giving effect to the Transactions.

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SUMMARY HISTORICAL AND PRO FORMA FINANCIAL AND OTHER DATA

The following tables present the summary financial and other data for Patriot Mobile LLC and pro forma financial data for Patriot Mobile Inc. As discussed elsewhere in this prospectus under Note 1 to the interim consolidated financial statements dated as of June 30, 2026, Patriot Mobile LLC is the predecessor of Patriot Mobile Inc. for financial reporting purposes and the comparative financial information provided prior to the occurrence of the Reorganization is that of Patriot Mobile LLC as a result of the Initial Reorganization. For the avoidance of any doubt, references to “Patriot Mobile LLC” and “Patriot Mobile LLC Historical” are used interchangeably, as appropriate, in the below tables and elsewhere in this prospectus and the financial statements. The summary historical income statement data for the years ended December 31, 2025 and 2024, and the summary historical balance sheet data as of December 31, 2025 and 2024, are derived from the audited consolidated financial statements of Patriot Mobile LLC included elsewhere in this prospectus. The summary historical income statement data for the six months ended June 30, 2026 and 2025, and the summary historical balance sheet data as of June 30, 2026 are derived from the unaudited condensed consolidated financial statements of Patriot Mobile LLC included elsewhere in this prospectus. The unaudited condensed consolidated financial statements of Patriot Mobile LLC have been prepared on the same basis as the audited consolidated financial statements and, in our opinion, include all adjustments, consisting of normal recurring adjustments, necessary to present fairly in all material respects our financial position and results of operations. The results for any interim period are not necessarily indicative of the results that may be expected for the annual period. Historical results of operations for the periods presented below are not necessarily indicative of the results to be expected for any future period.

The summary unaudited pro forma condensed consolidated income statement and balance sheet data as of and for the six months ended June 30, 2026 and for the year ended December 31, 2025 have been prepared to give pro forma effect to (i) the Reorganization and (ii) this offering and the application of the net proceeds as if each had been completed on January 1, 2025, with respect to the statement of operations, and June 30, 2026, with respect to the balance sheet data. This information is subject to and gives effect to the assumptions and adjustments described in the notes accompanying the unaudited pro forma condensed consolidated financial statements included elsewhere in this prospectus. Such adjustments are preliminary and based upon currently available information and certain assumptions that our management believes are reasonable. The summary unaudited pro forma condensed consolidated financial statements are presented for informational purposes only, should not be considered indicative of actual results of operations that would have been achieved had such transactions been consummated on the date indicated and does not purport to be indicative of statements of financial position or results of operations as of any future date or for any future period.

The information set forth below should be read together with “Unaudited Pro Forma Condensed Consolidated Financial Information,” “Use of Proceeds,” “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Our Organizational Structure” and the audited financial statements and the accompanying notes included elsewhere in this prospectus.

Summary financial and other data of Patriot Mobile Inc. has not been presented because Patriot Mobile Inc. is a newly-incorporated entity and has had no business transactions or activities to date, besides our initial capitalization.

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​

(1)

Pro forma for the Reorganization, including this offering and the application of the net proceeds. See “Unaudited Pro Forma Condensed Consolidated Financial Information.”

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​

(1)

Pro forma for the Reorganization, including this offering and the application of the net proceeds, except for the repayment of debt under our Line of Credit. See “Unaudited Pro Forma Condensed Consolidated Financial Information.”

​

​

(1)

For definitions and further information about how we calculate financial and operating data, and key performance indicators including a reconciliation of EBITDA, Adjusted EBITDA, EBITDA Margin, Adjusted EBITDA Margin, Active Lines, and ARPU please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Performance Indicators and Non-GAAP Financial Measures.”

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(2)

Calculated as a percentage of revenue

​

(3)

ARPU for interim periods is annualized for comparability to the annual ARPU metrics

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RISK FACTORS

Investing in our Class A common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information contained in this prospectus, before making a decision to invest in our Class A common stock. The disclosures in this section reflect our beliefs and opinions as to factors that could materially and adversely affect us in the future. We may not be able to accurately predict, control, or mitigate these risks. References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have or have not occurred in the past or their likelihood of occurring in the future. The risks and uncertainties described below are not the only risks and uncertainties that we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect us. If any of the following risks and uncertainties occur, our business, results of operations, financial condition, cash flows and prospects may be materially adversely affected, the price of our Class A common stock could decline, and you could lose part or all of your investment. The risks discussed below also include forward-looking statements, and our actual results may differ substantially from those discussed in these forward-looking statements. See “Cautionary Statement Regarding Forward-Looking Statements” in this prospectus.

Risks Related to Our Business, Industry and Operations

Competition in the wireless industry could adversely affect our revenues and profitability.

The wireless communications market is extremely competitive, and competition for customers is increasing. We compete with (i) national mobile network operators (“MNOs”), including AT&T, Verizon and T-Mobile, as well as a variety of regional operators; and (ii) various MVNOs. We also may face competition from providers of emerging technologies such as satellite-to-cellular services, like Starlink.

Most of our competitors have substantially greater financial, technical, personnel and marketing resources and a larger market share than we have, and we may not be able to compete successfully against them or other wireless communications providers. Due to their size and bargaining power, our larger competitors obtain discounts for facilities, equipment, handsets, content, network capacity and services, potentially placing us at a competitive disadvantage. As consolidation in the industry creates even larger competitors, our competitors’ purchasing advantages may increase further, hampering our efforts to attract and retain customers. Certain of our competitors may also offer bundled wireless, home internet services, streaming services and other products at discounted rates, significantly discounted rates on multi-line accounts or superior coverage and speeds, all of which we may be unable to offer at a similar cost or at all. If the trend toward bundling continues, we may be at a competitive disadvantage compared to larger competitors, including MNOs and other potential large new entrants with much greater financial and other resources in adapting to such bundling. This may adversely affect our ability to compete against these competitors in the longer term.

Other prospective entrants in the wireless communications industry, such as cable operators, offer bundled local, long distance, high-speed data, and television and video services. The ability of these providers to bundle telecommunications, Internet, and video with wireless services, as well as their financial strength and economies of scale, may enable them to offer wireless services at prices that are lower than the prices at which we can offer comparable services. If we cannot compete effectively with these service providers, our revenues, profits, cash flows and growth may be adversely affected.

The wireless marketplace has become increasingly competitive, with a number of new entrants providing service. Our operating performance and financial results may be adversely affected if we are unable to successfully differentiate our services from those of such competitors.

We may face competitive pressure to reduce prices for our products and services, which may adversely affect our profitability and other financial results.

As competition in the U.S. wireless communications industry has increased, providers have lowered prices, increased the amount of high-speed data available under monthly service plans, or offer incentives such as subsidies, financing plans and seasonal discounts or holiday promotions to attract or retain customers. To remain competitive with existing and future competitors, we may be compelled to offer greater subsidies

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for our wireless devices, reduce the prices for our services or increase the available data that we offer under our plans. The prices we charge our customers for services do not affect the amounts we pay to our wireless carrier partners under our carrier partnership agreements. As a result, any further subsidies or price reductions that we offer in order to remain competitive may reduce our margins and revenues, and may adversely affect our profitability and cash flows. In addition, as device prices decline and become more disposable, customers without contracts may change their wireless providers more frequently, thereby increasing our churn and resulting in higher acquisition costs to replace those customers. A shift to lower value or less loyal customers could have an adverse impact on our results of operations and cash flows.

If we are not able to take advantage of developments in technology and address changing consumer demand on a timely basis, we may experience a decline in the demand for our services, be unable to implement our business strategy and experience reduced profits.

Our industry is rapidly changing as new technologies are developed that offer consumers an array of choices for their communications needs and allow new entrants into the markets we serve. In order to grow and remain competitive, we will need to adapt to future changes in technology, enhance our existing offerings and introduce new offerings to address our customers’ changing demands and differentiate our services and products from our competitors. If we are unable to meet future challenges from competing technologies on a timely basis or at an acceptable cost, we could lose customers to our competitors. We may not be able to accurately predict technological trends or the success of new services in the market. If our new services fail to gain acceptance in the marketplace, or if costs associated with the implementation and introduction of these services materially increase, our ability to retain and attract customers could be adversely affected.

As we introduce new offerings and technologies, we expect to phase out outdated and unprofitable technologies and services. If we are unable to do so on a cost-effective basis, we could experience reduced profits. In addition, there could be legal or regulatory restraints on our ability to phase out current services.

We currently leverage a small number of mainstream third-party AI tools, including, among others, OpenAI ChatGPT and Codex, and Anthropic Claude Chat, and are in early stages of working with third-party vendors and consultants to further develop our AI strategy and incorporate AI into our operations. We do not currently use any third-party proprietary AI models or algorithms and have not begun internal development of any proprietary AI technology. Our use of AI could result in unintended consequences. For example, AI models that are used may have undisclosed inherent limitations, contain errors or may be based on datasets that are biased, outdated, collected in violation of applicable laws, or insufficient.

Finally, we are using and intend to further expand the use of AI in our operations, including in the areas of network deployment and maintenance, customer and employee support services, sales, marketing and administrative functions. There are technological, regulatory, ethical and other risks involved in deploying and using AI, particularly generative AI models. These risks could expose us to liability or adverse legal or regulatory consequences and harm our reputation. In addition, there can be no assurance that the usage of AI will meaningfully enhance our products or services or be beneficial to our business, including our efficiency or profitability. Our competitors may incorporate AI into their offerings and operations more quickly or more successfully than we do, which could impair our ability to compete effectively. Our investments in AI and related technologies may not result in the benefits we anticipate or enable us to obtain or maintain a competitive advantage.

Higher than expected customer turnover could result in increased costs and decreased revenues, which would have an adverse effect on our profitability.

A major element of our business strategy is offering customers wireless services without requiring long-term service contracts. In contrast, MNO services providers generally require customers to enter into long-term service contracts that impose substantial early termination penalties. We do not require long-term service contracts or impose early termination penalties. Accordingly, our customers can terminate service with us easily and transition to another carrier. Companies in the wireless communications industry do not measure customer turnover, or “churn,” on a uniform basis, and our churn may not be comparable to churn reported by other providers. Our average monthly churn for the year ended December 31, 2025 was approximately 1%. While we expect a certain level of customer turnover, if actual churn levels were to exceed our current forecasts, it could reduce our revenues, cause our operating margins to diminish, and

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adversely impact profitability. In addition, our marketing costs to attract the replacement customers required to sustain our business plan could increase, further reducing our profits. Our churn may be affected by several factors, including the following:

•

network coverage and connection quality;

​

•

device and network reliability issues, such as dropped and blocked calls;

​

•

device pricing and selection;

​

•

the ability to roam on wireless networks of other carriers;

​

•

pricing and affordability of our services;

​

•

pricing of competitive services relative to ours; and

​

•

customer care performance.

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We may lose customers if we fail to keep up with rapid technological change occurring in the wireless industry.

The wireless communications industry is experiencing significant technological change, including ongoing improvements in the capacity and quality of digital technology, the development and commercial acceptance of wireless broadband data services, shorter development cycles for new products and enhancements, and changes in end-user requirements and preferences. These changes may cause uncertainty about future demand for our wireless services and may affect the prices that we will be able to charge for these services. Rapid changes in technology, moreover, may lead to the development of wireless communications services or alternative services that consumers prefer over our services. Our operational performance and financial results may be adversely affected if we are unable to deploy future technologies or services on a timely basis or at an acceptable cost.

Our history of net losses, a working capital deficit, and the amount of our indebtedness raise doubts regarding our ability to continue as a going concern. If we are unable to achieve or sustain profitability or secure additional financing, our business, results of operations, and financial condition could be materially and adversely affected.

We have incurred net losses in every period since our inception. For the years ended December 31, 2025 and 2024, we incurred net losses of approximately $3.3 million and $6.6 million, respectively. As of December 31, 2025, we had approximately $1.0 million in cash, aggregate current debt obligations of approximately $3.1 million in convertible related party loans and notes payable, and approximately $11.8 million in current payables and accrued expenses, resulting in a working capital deficit of approximately $18.6 million. Our recurring net losses, working capital deficit, and the amount of our indebtedness have raised doubt regarding our ability to continue as a going concern. Because we have a short operating history at our current scale, it is difficult for us to predict our future operating results. We will need to generate and sustain increased revenue and manage our costs to achieve profitability. Even if we do, we may not be able to sustain or increase our profitability.

Our ability to generate profit depends on our ability to grow net revenues and drive operational efficiencies in our business to generate better margins. We expect to incur increased operating costs and may generate net losses in the near term in order to:

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strengthen the engagement of existing customers;

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drive adoption of our services and products through marketing and incentives;

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invest in our operations to support the growth;

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enhance our products and services with new designs, functionality, and technology, as applicable; and

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invest in new products.

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We may discover that these initiatives are more expensive than we currently anticipate, and we may not succeed in increasing our net revenue sufficiently to offset these expenses or realize any anticipated benefits. We will also face greater compliance costs associated with the increased scope of our business and being a public company. Any failure to adequately increase net revenue or manage operating costs could prevent us from achieving or sustaining profitability. We may not realize the operating efficiencies we expect to achieve through our efforts to scale the business, reduce friction in the shopping experience, and optimize costs.

Our financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments that might result from the outcome of going concern uncertainty. If we need to raise additional capital and are unable to do so, we could be forced to delay, reduce, suspend or cease certain of our operations or activities, which would have a negative impact on our business, prospects, operating results and financial condition. In the future, we may conclude that there is a going concern, and future reports from our independent registered public accounting firm may also contain statements expressing substantial doubt about our ability to continue as a going concern.

There can be no assurance that we will achieve or sustain profitability or that we will be able to raise the capital necessary to continue our operations. If we are unable to continue as a going concern, you could lose your entire investment.

The wireless business is seasonal, and our results of operations for future periods will be affected negatively if we fail to deliver strong customer retention in the fourth quarter of any year.

The wireless business in the United States is generally subject to seasonal fluctuations, and our competitors, many of whom have substantially greater financial and marketing resources than we do, frequently increase their promotional and marketing activities and offer significant discounts and other incentives to attract new customers and retain existing customers in the fourth quarter. As a result, we have experienced competitive pressures during the fourth quarter to retain customers, and we expect this pattern to continue in the future. In response, we may be required to increase our own marketing and promotional expenditures or offer additional incentives in order to remain competitive, any of which could increase our operating costs and reduce our margins during the fourth quarter and potentially in subsequent periods. There can be no assurance that our efforts to retain existing customers during the holiday season or during any other time will be successful. If we are unable to compete effectively during periods of heightened promotional activity in our industry, or if our customer retention efforts during these periods fail to meet our expectations, we could experience high churn and reduced revenue. In addition, our results of operations may fluctuate significantly from quarter to quarter due to the seasonal nature of our business.

We are dependent on various mobile carriers for our wireless network, and any disruptions to such network may adversely affect our business and financial results.

We are dependent on our wireless carrier partners’ physical networks.   As an MVNO, we do not own spectrum or own or operate a physical network. Rather, national MNOs serve as our wireless network providers. To be successful, we will need to continue to provide our customers with reliable service over these nationwide networks. We rely on our wireless carrier partners and their third-party affiliates to maintain their wireless facilities and government authorizations and to comply with government policies and regulations. If any of our wireless carrier partners or their third-party affiliates fail to do so, we may incur substantial losses. Delays or failure to add network capacity, or increased costs of adding capacity or operating the network, could limit our ability to increase our customer base, limit our ability to increase our revenues, or cause a deterioration of our operating margin. Some of the risks related to these nationwide networks and infrastructure include: physical damage to access lines, breaches of security, power surges or outages, software defects and disruptions beyond our wireless carrier partners’ control, such as natural disasters and acts of terrorism, among others. Our services agreements with our wireless carrier partners do not contain any contractual indemnification provisions relating to network outages or other disruptions. Any impact on any of our wireless carriers’ nationwide networks will have an adverse impact on our business and may adversely affect our financial condition, results of operations and cash flows.

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Because we are an MVNO, we do not own, lease, or control the cell towers, radio access networks, spectrum, or other physical wireless infrastructure used to provide service to our customers; rather, that infrastructure is owned and controlled solely by our wireless carrier partners. As a result, we have no independent ability to prevent, mitigate, or expedite the resolution of network outages or service degradation, and we have no redundant or alternative network onto which we can automatically shift customer traffic if a wireless carrier partner’s network experiences an outage or material disruption. Large-scale outages affecting the nationwide network of one or more of our wireless carrier partners have occurred in the past and may occur in the future, and such outages have affected, and may in the future affect, both the carrier’s own subscribers and the subscribers of MVNOs operating on that network, including our customers, at the same time and without advance warning to us. In addition, during periods of network congestion, our wireless carrier partners may prioritize data traffic for their own subscribers, or for other MVNOs, ahead of traffic for our customers, which could result in reduced data speeds or availability for our customers as compared to the carrier’s own subscribers, particularly in high-traffic locations or during periods of high network demand, such as emergencies or natural disasters. We have limited or no visibility into, and no control over, our wireless carrier partners’ prioritization practices, network maintenance schedules, or root-cause remediation efforts following an outage. Any such outage, degradation, or de-prioritization, whether isolated or widespread, could result in customer dissatisfaction, increased churn, negative publicity, and harm to our brand and reputation, and, because our services agreements with our wireless carrier partners do not contain indemnification provisions for network outages or other disruptions, we may have limited or no recourse against our wireless carrier partners for losses we incur as a result.

We are dependent on technology used by our wireless carrier partners.   Wireless communications technology is evolving rapidly. A significant change in current wireless network technologies or the emergence of alternative technologies could reduce significantly our ability to offer a full range of data services, as compared to our competitors. If any of our wireless carrier partners fail to keep up with these changes, we may lose customers or may not be able to attract new customers. If any of our wireless carrier partners migrate a significant number of customers to a successor network and cease activation of new customers on their existing nationwide networks or a significant number of their activation of new customers are on a successor network, we would need to enter into negotiations with such carrier regarding a possible arrangement to provide us with access to that successor network. We may not be able to negotiate new terms with such carriers or negotiate for competitive terms with a third-party provider of those services. Additionally, the performance of our service outside the United States is dependent on the quality of our wireless carrier partners’ networks abroad. Our customers may experience network limitations when using our product internationally, over which we have little control.

If one or more of our services agreements with our MVNAs are terminated, or if one or more of our MVNAs vacate the market, we may be unable to obtain the wireless services necessary to operate our business.   We currently contract with a limited number of MVNAs to obtain access to MNO capacity. Our MVNAs may terminate their respective services agreement with us prior to the expiration of the agreement’s term due to various reasons specified in the services agreement, including, among other things, if we breach the agreement.

In case of either the expiration or termination of our service agreements with any of our MVNAs, we may be unable to reach a further agreement with such carrier or with an alternate wireless communications provider to obtain the wireless services necessary to operate our business. In addition, if one or more of our MVNAs vacates the market or is unable to renew or retain its existing agreement with the applicable MNO, such action could force the transition of services to other providers, which could have a material adverse effect on our business and results of operation.

Unlike some forms of wholesale network access, our access to wireless networks is based solely on commercial agreements with our wireless carrier partners, and no law or regulation requires our wireless carrier partners to provide us with network access on any particular terms, or at all.

Our ability to operate as an MVNO depends entirely on the voluntary commercial agreements we have negotiated with our wireless carrier partner aggregators (MVNAs). Unlike certain other forms of regulated wholesale access in the telecommunications industry, there is no federal or state law or regulation that requires MNOs to make network capacity available to MVNOs such as us, on specified terms or at all.

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Accordingly, if our services agreements with our wireless carrier partners expire or are terminated, we would have no legal entitlement to continued access to their networks, and we could be forced to negotiate new agreements from a position of limited leverage, on less favorable terms than our current agreements, or not at all. Regulatory or policy developments that could otherwise support MVNO access to wireless networks, such as conditions imposed in connection with spectrum license transfers or industry consolidation, are outside of our control and are not guaranteed to continue or to apply to our wireless carrier partners. The absence of a regulatory backstop for our network access increases our dependence on maintaining good commercial relationships with our wireless carrier partners and could materially adversely affect our business if those relationships deteriorate.

We compete with our wireless carrier partners’ products.   We compete with several of the larger MNOs’ products. Such carriers may from time to time create products or acquire interests in business that directly or indirectly compete with us. As a result, our wireless carriers’ interests may be different from, or adverse to, ours.

Our wireless carrier partners’ failure to obtain the proper licenses and governmental approvals from regulatory authorities would cause us to be unable to successfully operate our business.

The FCC licenses currently held by the MNOs we use are subject to renewal and revocation. There is no guarantee that such carriers’ licenses will be renewed. The FCC requires all licensees to meet certain requirements to retain their licenses. Such carriers’ failure to comply with certain FCC requirements in a given license area could result in the revocation of such carriers’ license for that geographic area.

We may be limited in our ability to grow our business and customer base unless we can continue to obtain network capacity at favorable rates and meet the growing demands on our business systems and processes.

To further expand our MVNO business, we must continue to obtain wireless network capacity at favorable rates and terms, provide adequate customer service and acquire and market a sufficient quantity and mix of handsets and related accessories. Our operating performance and ability to attract new customers may be adversely affected if we are unable to meet the increasing demands for our services in a timely and efficient manner, while adequately addressing the growing demands on our customer service, billing, and other back-office functions. Any change in our ability, or the ability of third parties with whom we contract, to provide these services also could adversely affect our operations and financial performance.

Our operations and growth could be adversely affected if our wireless data services do not perform satisfactorily.

We provide wireless data services marketed under the Patriot Mobile brand name. Wireless data services represent a significant portion of our revenues. Our future results may be adversely affected if these services are not utilized by a sufficient number of our customers or fail to produce sufficient levels of customer satisfaction and revenues. These services and features may not counter increasing competition and pricing pressure in the wireless voice market or markedly differentiate us from our competitors. We also may not realize our goals successfully if we fail to develop and deploy new wireless data applications for our customers, offer wireless data services profitably, or achieve a satisfactory level of customer acceptance and utilization of our wireless data services.

Our service offerings may not be successful in the long term.

Our long-term success is dependent upon our sustained ability to generate sufficient revenue from our customers based on their use of our services and respond to churn by adding new customers. If we are unable to sustain or increase the revenue that we generate from our existing customers or obtain new customers to replace churned customers, our operational performance and financial results may be adversely affected.

Our substantial level of indebtedness could materially adversely affect our financial condition.

We have significant indebtedness that could materially adversely affect our business by increasing our vulnerability to general adverse economic and industry conditions, requiring us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund operations, our growth strategy, product development and strategic initiatives;

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limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and exposing us to the risk of increased interest rates as our borrowings are, and may in the future be, at variable interest rates. As of December 31, 2025, we had convertible notes payable to related parties of $3,025,000, a line of credit with $5,750,000 drawn and notes payable of $185,611. Our substantial indebtedness may also adversely affect our credit ratings or outlook, which may increase our cost of capital, limit our access to financing, and impair our ability to obtain additional financing on acceptable terms, or at all. The occurrence of any one of these events could have a material adverse effect on our business, results of operations, and financial condition, and our ability to satisfy our obligations under the agreements governing our indebtedness. If we fail to comply with the terms of our debt agreements, one or more of our lenders could declare a default and accelerate our repayment obligations, which could materially and adversely affect our business, financial condition, results of operations, and future prospects.

We may consider mergers, acquisitions or strategic investments, which may subject us to integration and other risks.

Historically, we have grown our business organically but, subject to our existing and future contractual obligations, we may in the future consider mergers, acquisitions or strategic investments to obtain increased market share or access to new technologies. Risks we may encounter include: (i) negotiation of potential acquisitions could cause us to incur significant costs; (ii) potential acquisitions may not contribute to our business strategy, or we may pay more than the real value of the assets or company being acquired; (iii) such acquired assets or operations may not result in sales or profits that justify the investments made in such acquisitions; (iv) we may have difficulty assimilating the acquired technologies or products into our products and services; (v) our relationship with current and new employees, customers and distributors could be impaired; (vi) our due diligence process may fail to identify technical problems, such as issues with the acquired company’s product quality or product structure; (vii) we may face contingencies related to product liability, intellectual property, financial disclosures and accounting practices or internal controls; (viii) potential acquisitions may result in litigation from terminated employees or third parties; (ix) potential acquisitions may divert our management’s attention from our existing operations; and (x) we may be unable to obtain the timely authorizations from governmental authorities to the extent required to complete such potential acquisitions pursuant to competition, antitrust or other laws. These factors could have a material adverse effect on our businesses, results of operations, financial condition or cash flows, particularly in the case of the acquisition of a larger company or a high number of acquisitions. To the extent that we issue shares in connection with future acquisitions, existing shareholders may be diluted and earnings per share may decrease.

We rely on third parties to provide products and services for the operation of our business, and the failure or inability of such parties to provide these products or services could adversely affect our business, financial condition, and operating results.

We have a broad set of suppliers to help us develop, maintain, and troubleshoot products and services such as wireless network components, software development services, and billing and customer service support. However, in certain areas such as billing services, voice, and data communications transport services, wireless network infrastructure equipment, handsets, other devices, back-office processes, and payment processing, there are a limited number of suppliers that can provide adequate support, which decreases our flexibility to switch to alternative third parties. Unexpected termination of our arrangement with any of these suppliers, or difficulties in renewing our commercial arrangements with them, could have a material adverse effect on our business operations.

Our suppliers and third-party technology partners are also subject to their own risks, including, but not limited to, cybersecurity, economic, financial and credit conditions, labor force disruptions, geopolitical tensions, disruptions in global supply chain, natural catastrophic events, such as earthquakes, floods, hurricanes, storms, heatwaves and fires, energy shortages, power outages, equipment failures, terrorist attacks or other hostile acts, and public health crises. These events may result in performance below the levels required by their contracts or cause them to suspend, limit, or cease their operations, or terminate or reduce their relationship with us. We could experience severe business disruptions and delays in technology initiatives if critical suppliers or service providers fail to comply with their contracts, if we experience delays or service degradation during any transition to a new outsourcing provider or other supplier, or if we are

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required to replace the supplied products or services with those from another source, especially if the replacement becomes necessary on short notice. Any such disruptions could have a material adverse effect on our business, financial condition, and operating results.

Further, some of our suppliers may provide services from outside the United States, which carries additional regulatory and legal obligations. We rely on suppliers to provide us with contractual assurances and to disclose accurate information regarding risks associated with their provision of products or services in accordance with our policies and standards and our third-party risk management practices. The failure of our suppliers to comply with our expectations and policies could expose us to additional legal and litigation risks and lead to unexpected contract terminations.

We depend on third-party platforms and, in some cases, a mobile virtual network enabler, for provisioning, billing and customer care functions critical to our operations, and any failure or disruption of these platforms could impair our ability to serve our customers.

In addition to our dependence on our wireless carrier partners’ physical networks, we rely on third-party platforms for critical back-office functions, including customer provisioning and activation, billing, customer relationship management and customer care systems. These systems are separate and distinct from our wireless carrier partners’ underlying network infrastructure, and a failure, outage, security incident or degradation affecting these platforms could prevent us from activating new customers, processing existing customers’ service or billing requests, or providing customer support, even if our wireless carrier partners’ underlying networks are functioning normally. We have limited ability to control the performance, security or availability of these third-party platforms, and transitioning to a different vendor, if necessary, could be costly, time-consuming and disruptive to our business. Any significant disruption to these platforms could result in customer dissatisfaction, increased churn and harm to our reputation, and could adversely affect our business, financial condition and results of operations.

Our business depends on the availability of wireless handsets and devices at acceptable prices, and tariffs, trade restrictions or supply chain disruptions affecting device manufacturers could increase our costs or limit our device offerings.

The wireless devices we offer to customers, including smartphones and related accessories, are manufactured by third parties, with a substantial portion of components and finished devices manufactured or assembled outside of the United States, including in China and other countries. The United States has imposed, and may in the future impose, tariffs or other trade restrictions on electronics and components manufactured in these countries, and has periodically threatened or implemented additional tariffs on consumer electronics, which could increase the cost of the devices we purchase for resale or subsidize for our customers. We may not be able to pass these increased costs on to our customers without reducing our competitiveness, and any resulting increase in device costs or disruption to the supply of devices, whether due to tariffs, export restrictions, geopolitical tensions or other supply chain disruptions, could reduce our margins, limit the devices we are able to offer, delay our ability to offer new devices and adversely affect our ability to attract and retain customers.

Failure to effectively expand our sales and marketing capabilities could harm our ability to increase our customer base, which could adversely affect our business, results of operations, financial condition, and cash flows.

Our ability to broaden our customer base will depend to a significant extent on the ability of our sales and marketing organizations to work together to drive our sales pipeline and cultivate customer and partner relationships to drive revenue growth. Our marketing efforts include the use of television, radio, podcasts, digital advertising, affinity partnerships, sponsorships, live events and grassroots outreach.

We have invested in and plan to continue expanding our sales and marketing organizations. Identifying, recruiting, and training sales and marketing personnel will require significant time, expense, and attention. If we are unable to hire, develop, and retain talented sales or marketing personnel, if our new sales or marketing personnel are unable to achieve desired productivity levels in a reasonable period of time, or if our sales and marketing programs are not effective, our ability to broaden our customer base and achieve broader market adoption of our platform could be harmed. In addition, the investments we make in our sales and

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marketing organization will occur in advance of experiencing benefits from such investments, making it difficult to determine in a timely manner if we are efficiently allocating our resources in these areas.

We believe our long-term value as a company will be greater if we focus on growth, which may negatively impact our results of operations in the near term.

We believe our long-term value as a company will be greater if we focus on longer-term growth over short-term results. As a result, our results of operations may be negatively impacted in the near term relative to a strategy focused on maximizing short-term profitability. Significant expenditures on sales and marketing efforts, developing and enhancing our platform, and expanding our product development efforts may not ultimately grow our business or lead to expected long-term results. If our strategy does not lead to expected growth or if we are ultimately unable to achieve results of operations at the levels expected by securities analysts and investors, the market price of our common stock could decline.

Our metrics and market estimates used to evaluate our performance are subject to inherent challenges in measurement, and real or perceived inaccuracies in those estimates may harm our reputation and negatively affect our business.

The metrics we use to evaluate our growth, measure our performance and make strategic decisions are calculated using internal company data and have not been validated by a third-party. Our metrics and market estimates may differ from estimates published by third parties or from similarly titled metrics of our competitors or peers due to differences in methodology or the assumptions on which we rely. Additionally, the metrics and forecasts in this prospectus relating to the size and expected growth of our addressable market may prove to be inaccurate. Even if the markets in which we compete meet the size estimates and growth forecasted in this prospectus, our business could fail to grow at similar rates, if at all. If securities analysts or investors do not consider our market metrics to be accurate representations of our business, or if we discover material inaccuracies in such estimates, then the market price of our common stock could decline, our reputation and brand could be harmed, and our business, financial condition, and results of operations could be adversely affected.

We may be unable to attract, develop, and retain key employees.

The success of our business depends in large part upon our ability to attract and retain highly skilled, knowledgeable and qualified managerial, professional, technical, sales and customer support personnel. We compete with many other businesses to attract and retain employees. Competition among potential employers might result in increased salaries, benefits, or other employee-related costs. Additionally, we have observed an overall tightening and increasingly competitive labor market, inflationary pressures and other macroeconomic factors including increased wages offered by other employers, and voluntary attrition of our employees and the employees of our third-party suppliers, service providers, and customers. If we are unable to maintain competitive and equitable compensation and benefit programs and practices that meet the expectations of our employees, including incentive programs that reward financial and operational performance, remote and hybrid work practices, and flexible and alternative work arrangements, our ability to recruit, hire, engage, motivate, and retain talent could be negatively affected. Any of these risks could increase our labor costs, harm our culture, decrease employee engagement, create legal costs, or damage our reputation, all of which could negatively impact our ability to attract, hire, develop, and retain a talented, competitive, and highly skilled workforce and have a material adverse effect on our business, results of operations, and financial condition.

In addition, our customer service representatives are based entirely in the United States, which may result in higher labor costs compared to our competitors that outsource their customer service operations to countries with lower labor costs, potentially placing us at a competitive disadvantage from a cost perspective.

We depend upon our senior management and our business may be adversely affected if we cannot retain them.

Our success depends upon the retention of our experienced senior management with specialized industry and technical knowledge, and in particular our Chief Executive Officer. We might not be able to find qualified replacements for the members of our senior management team if their services were no longer available to us; accordingly, the loss of critical members of our senior management team could have a

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material adverse effect on our ability to effectively pursue our business. Except for our Chief Executive Officer, we do not maintain key-person insurance on any of our employees, including our senior management team, and our management and other employees are generally employed on an at-will basis. The loss of the services of any individual on our senior management team would make it more difficult to successfully operate our business and pursue our business goals.

We may not realize the expected benefits from the entry into new or amended contracts, planned cost savings, and business improvement initiatives.

From time to time, we may enter into new or expanded contracts with our suppliers, and in particular with our MVNAs. Although we may expect to realize substantial benefits from such contracts, we may not be successful with this strategy, or we may not realize all of the benefits we expect from such contracts. Additionally, our cost savings and business improvement initiatives could result in unexpected charges and expenses that negatively impact our financial results, and we could fail to achieve the desired efficiencies and estimated cost savings. If we are not able to effectively implement these initiatives, including outsourcing or similar third-party relationships, or if they fail to operate as intended, our financial results could be adversely affected. These types of initiatives could also yield unintended consequences such as distraction of management and employees, business disruption, and an inability to attract or retain key personnel, which could negatively affect our business or financial condition and results of operations.

Adverse global macroeconomic and geopolitical conditions may negatively affect our business, financial condition, results of operations and future prospects.

Adverse global or regional economic and geopolitical conditions could reduce demand for certain of our products and services, which may negatively affect our business, financial condition, results of operations and future prospects. Economic downturns, inflation, higher interest rates, tighter credit conditions, reduced consumer spending, or geopolitical developments may negatively affect demand for our offerings. Reduced consumer spending would limit our ability to grow our business.

Damage to our reputation or brand could adversely affect our business.

We believe that our reputation and brand significantly contribute to the success of our business and our relationships with our customers, employees and other stakeholders.

Our reputation and brand could be negatively affected by a number of factors, including actual or alleged quality or reliability issues related to our network services and products; cybersecurity incidents and data breaches; allegations of legal noncompliance; litigation or regulatory activity; incidents involving unethical behavior or misconduct; material weaknesses in our internal controls over financial reporting; safety, human rights, workplace or labor issues; environmental incidents or impacts; allegations related to the safety of our products, services and equipment; governance issues; our actual or perceived position or lack of position on social, political, religious and other sensitive matters; the conduct of our employees, representatives or partners; activists’ campaigns; negative sentiment about us shared over social media or the press; and other issues, incidents, or statements that, whether based on actual or perceived circumstances, result in adverse publicity. In addition, changes to the content standards of social media platforms could impact our marketing and advertising initiatives on such platforms and increase risks related to our brand.

Damage to our reputation and brand could undermine our customers’ confidence in us and reduce demand for our products and services, which could result in decreased revenue and adversely affect our business and financial results. If our reputation or brand are damaged, it could also attract regulatory scrutiny, increase litigation risks, affect our ability to attract and retain top talent, and reduce investor confidence in us.

Our business may be adversely affected by political and regulatory developments, and our political contributions or statements could expose us to reputational, legal, and financial risks.

We make, and in the future intend to make, political contributions to candidates, political parties, political action committees (“PACs”), and other politically affiliated organizations in the United States and make political statements. These activities subject us to a number of risks, including:

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Reputational harm.   Political contributions and statements may be perceived negatively by customers, employees, investors, or the public, particularly if the recipients of our contributions are associated with controversial policies or positions. Negative publicity or consumer backlash resulting from our political activities could damage our brand and adversely affect our business.

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Regulatory and legal exposure.   Political contributions are subject to extensive federal, state, and local laws and regulations, including contribution limits, disclosure requirements, and prohibitions on certain types of contributions. Failure to comply with applicable campaign finance laws, whether intentionally or inadvertently, could result in fines, penalties, reputational damage, or government investigations.

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Shareholder and stakeholder pressure.   Shareholders, proxy advisory firms, and activist groups have increasingly scrutinized corporate political spending. We may face shareholder proposals, litigation, or other pressure demanding greater transparency or restrictions on our political activities, which could divert management attention and resources.

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Shifting political environment.   Changes in the political landscape, including shifts in elected officials or government priorities, could reduce the effectiveness of our government relations activities or result in regulatory or policy outcomes unfavorable to our business, regardless of our contribution history.

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There can be no assurance that our political contributions will achieve their intended objectives or that the risks associated with such contributions will not materially and adversely affect our reputation, financial condition, or results of operations.

Our brand is closely associated with conservative political and religious values, which may limit our addressable market and expose us to boycotts, negative publicity, or the reluctance of some vendors, partners, or employees to do business with us.

We have built our brand and marketing around a specific set of political and religious values, and we believe our association with these values is an important driver of customer acquisition and loyalty among a specific segment of consumers. This positioning, however, may limit the size of our addressable market relative to wireless providers with a broader or less defined brand identity, and it may not resonate with, or may affect negatively, consumers, employees, investors, vendors, or business partners who do not share these values or who view our positioning unfavorably.

Our association with specific political and religious positions may also expose us to organized boycotts, negative media coverage, social media campaigns, or other public criticism, any of which could damage our brand and reduce demand for our services faster or more severely than would be the case for a company without such an association. In addition, some current or prospective vendors, distribution partners, advertising platforms, payment processors, or employees may be reluctant to do business with us, or may terminate or decline to renew existing relationships with us, because of our brand identity or the positions we have taken or may take in the future, which could increase our costs or limit our operational flexibility.

We cannot predict whether changes in the broader political or cultural environment will make our brand positioning more or less advantageous over time. Any of the foregoing could adversely affect our ability to grow or maintain our customer base, our relationships with vendors and partners, our ability to attract and retain employees, and our business, financial condition, and results of operations. See also “— Our business may be adversely affected by political and regulatory developments, and our political contributions or statements could expose us to reputational, legal, and financial risks” above.

We may require additional capital to grow our business, which may not be available on terms acceptable to us or at all.

To the extent that our present capital (including the funds generated by this offering) is insufficient to meet future operating requirements (including regulatory capital requirements) or to cover losses, we may need to raise additional funds through financings or curtail our projected growth. Many factors will affect our capital needs as well as their amount and timing, including our growth and profitability, as well as market disruptions and other developments.

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Historically, we have funded our operations, marketing expenditures and capital expenditures primarily through the issuance of equity and equity-linked and debt securities, as well as through borrowings on our revolving credit facility and under promissory notes. We evaluate financing opportunities from time to time, and our ability to obtain financing will depend, among other things, on our development efforts, business plans and operating performance, and the condition of the capital markets at the time we seek financing. We cannot be certain that additional financing will be available to us on favorable terms, or at all.

If we raise additional funds through the issuance of equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to those of our common stock, and our existing shareholders may experience dilution. Any debt financing secured by us in the future could require that a substantial portion of our operating cash flow be devoted to the payment of interest and principal on such indebtedness, which may decrease available funds for other business activities, and could involve restrictive covenants relating to our capital-raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities.

If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to support our business growth, maintain minimum amounts of risk-based capital and to respond to business challenges could be significantly limited, and our business, results of operations and financial condition could be adversely affected.

Security incidents or real or perceived technical issues could impair our operations, result in loss of personal customer information, damage our reputation and brand, and harm our business and operating results.

Our continued success is dependent on our systems and software, as well as the systems and software of other third parties, continuing to operate and to meet the needs of our customers. We rely on our technology and engineering staff and vendors to successfully implement changes to and maintain our systems and services in an efficient and secure manner. Like all information systems and technology, our website and systems may contain material errors, failures, vulnerabilities or bugs, particularly when new features or capabilities are released, and may be subject to computer viruses or malicious code, break-ins, phishing impersonation attacks, attempts to overload our servers with denial-of-service or other attacks, ransomware and similar incidents or disruptions from unauthorized use of our computer systems, as well as unintentional incidents causing data leakage, any of which could lead to interruptions, delays or website or online app shutdowns, or could cause loss of critical data, or the unauthorized disclosure, access, acquisition, alteration or use of personal or other confidential information.

If we experience compromises to our security that result in technology performance, integrity, or availability problems, the complete shutdown of our website or our online app or the loss or unauthorized disclosure, access, acquisition, alteration or use of confidential information, customers may lose trust and confidence in us, and customers may decrease the use of our website or our online app, or stop using our website or our online app entirely. Further, outside parties may attempt to fraudulently induce employees or customers to disclose sensitive information in order to gain access to our information or customers’ information. Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently, often they are not recognized until launched against a target, and may originate from less regulated and remote areas around the world, we may be unable to proactively address these techniques or to implement adequate preventative measures. Even if we take steps that we believe are adequate to protect us from cyber threats, hacking against our competitors, other companies or our third-party service providers could create the perception among our customers or potential customers that our digital platform is not safe to use.

A significant impact on the performance, reliability, security, and availability of our or our third-party service providers’ systems, software, or services may harm our reputation, impair our ability to operate, retain existing customers or attract new customers, and expose us to legal claims and government action, each of which could have a material adverse impact on our financial condition, results of operations, and growth prospects.

SEC rules require us to disclose material cybersecurity incidents within four business days of determining materiality, which could require us to disclose incidents before they are fully investigated, contained, or remediated.

SEC rules require us to disclose material cybersecurity incidents in a Current Report on Form 8-K within four business days after we determine that an incident is material, subject to a limited exception for

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delay to address national security or public safety concerns. Determining the materiality of a cybersecurity incident, and the timing and scope of the required disclosure, involves significant judgment, particularly at an early stage when the scope, cause, and impact of an incident may not be fully known. As a result, we may be required to publicly disclose an incident, and details regarding its nature and impact, before our investigation and remediation efforts are complete, before we have had the opportunity to fully assess the incident’s impact, or before we would otherwise choose to make such disclosure. Such disclosure could itself increase the risk of further attacks, complicate our response and remediation efforts, expose us to litigation or regulatory scrutiny before all relevant facts are known, and cause reputational harm that a more complete, later disclosure may not have caused.

Our increasing use of artificial intelligence tools, including generative AI and third-party AI tools, may expose us to additional cybersecurity, operational, legal, and reputational risks.

We use, and intend to further expand our use of, artificial intelligence (“AI”), including generative AI, and AI-enabled tools and platforms provided by third-party vendors, in our network operations, customer and employee support, sales, marketing, fraud detection, and administrative functions. Our increasing reliance on AI technologies, and in particular on third-party AI vendors, introduces cybersecurity, operational, legal, and reputational risks in addition to those we generally face in connection with our use of technology.

Our use of third-party AI tools requires us to share company, customer, and employee data, including personal information, with AI vendors and their subprocessors, which increases the number of parties with access to such data and our exposure to unauthorized access, security incidents, or misuse of that data that are outside of our direct control. We cannot guarantee that our AI vendors maintain data security, retention, or data use practices that are adequate or consistent with our policies or applicable law, including with respect to whether customer or employee data may be used to train AI models. Any compromise, breach, or misuse of data processed through AI tools, whether attributable to us or to our vendors, could result in unauthorized disclosure of sensitive information, regulatory investigations or enforcement actions, litigation, remediation costs, and harm to our reputation.

AI systems, including large language models, may be vulnerable to attack vectors that are not present in traditional software, such as prompt injection, data poisoning, model manipulation, or other adversarial inputs, which could cause AI tools to generate inaccurate, biased, or harmful outputs, including inaccurate customer communications, flawed fraud-detection determinations, or erroneous operational or billing decisions. In addition, malicious actors, including those targeting us, our vendors, or our customers, are increasingly using AI, including generative AI, to develop more sophisticated and effective cyberattacks, phishing schemes, deepfakes, and other social engineering techniques, which may increase the frequency, severity, or likelihood of success of security incidents affecting us.

The legal and regulatory landscape governing the use of AI, including with respect to data privacy, consumer protection, and algorithmic accountability, is rapidly evolving, varies by jurisdiction, and remains uncertain. New laws, regulations, or enforcement priorities could require us to alter or limit our use of AI tools, increase our compliance costs, or expose us to fines, penalties, or litigation. See “— Laws and regulations relating to the handling of privacy, data protection, and AI may result in increased costs, legal claims, fines, or reputational damage.” Any of the risks described above could disrupt our operations, damage our reputation and brand, result in loss of customer trust, subject us to legal or regulatory liability, or otherwise have a material adverse effect on our business, financial condition, and results of operations.

We are subject to risks related to device subsidy fraud, SIM-swap fraud, and other forms of account takeover, which could result in financial losses, regulatory scrutiny, and harm to our reputation.

As is common in our industry, we offer subsidized or discounted wireless devices to attract and retain customers. Bad actors have targeted, and may in the future target, our services with fraudulent account signups or fraudulent device upgrade requests intended to obtain subsidized or discounted devices for immediate resale, without any intention of using our wireless services on an ongoing basis. Detecting and preventing this type of fraud requires ongoing investment in fraud-detection tools, processes, and personnel, and our efforts may not be effective, particularly as fraud techniques evolve, including through the use of

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AI-enabled tools by bad actors. If we are unable to prevent or adequately mitigate device subsidy fraud, we may incur direct financial losses from unrecovered device subsidies, and our results of operations could be adversely affected.

We are also subject to the risk of SIM-swap fraud and other forms of account takeover, in which a bad actor fraudulently convinces us, our wireless carrier partners, or a customer to transfer or reassign a customer’s phone number or account to a device or SIM card controlled by the bad actor, typically in order to intercept text messages or calls used for identity verification or two-factor authentication for the victim’s other accounts, such as email, banking, or cryptocurrency accounts. The FCC has adopted rules intended to strengthen customer authentication requirements and reduce the incidence of SIM-swap fraud, and we have incurred, and expect to continue to incur, costs to comply with these requirements or similar requirements that may be imposed on us. If our authentication and fraud-prevention measures, or those of our wireless carrier partners, fail to prevent unauthorized SIM swaps or account takeovers, affected customers may suffer financial or other harm for which they may seek to hold us responsible, we may be subject to litigation, regulatory investigations, or enforcement actions, and our reputation and brand could be harmed, any of which could adversely affect our business, financial condition, and results of operations.

Our results of operations could be adversely affected by natural disasters, public health crises, political crises, or other catastrophic events.

Our business and operations could be materially and adversely affected in the event of earthquakes, floods, fires, telecommunications failures, blackouts or other power losses, break-ins, acts of terrorism, war, political crises, inclement weather, public health crises, pandemics or endemics, or other catastrophic events. In particular, our executive offices are located in the Dallas-Fort Worth metroplex, a tornado- and hail-sensitive area, and, damage to or total destruction of our executive offices resulting from severe weather events may not be covered in whole or in part by any insurance we may have. If floods, fire, inclement weather including extreme rain, wind, heat, or cold, or accidents due to human error were to occur and cause damage to our properties, or if our operations were interrupted by telecommunications failures, blackouts, acts of terrorism, political or geopolitical crises or public health crises, our results of operations would suffer, especially if such events were to occur during peak periods. We may not be able to effectively shift our operations due to disruptions arising from the occurrence of such events, and our business could be affected adversely as a result.

Risks Related to Our Corporate Structure

We operate as a Texas public benefit corporation. As a public benefit corporation, we cannot provide any assurance that we will achieve our public benefit purpose.

As a public benefit corporation, we are required to produce a public benefit or benefits and to operate in a responsible and sustainable manner, balancing our shareholders’ pecuniary interests, the best interests of those materially affected by our conduct, and the public benefit or benefits identified by our amended and restated certificate of formation. There is no assurance that we will achieve our public benefit purpose or that the expected positive impact from being a public benefit corporation will be realized, which could have a material adverse effect on our reputation, which in turn may have a material adverse effect on our business, results of operations and financial condition. See “Description of Capital Stock — Public Benefit Corporation Status.”

As a public benefit corporation, we are required to publicly disclose a report at least biennially on our overall public benefit performance and on our assessment of our success in achieving our specific public benefit purpose. If we are not timely or are unable to provide this report, or if the report is not viewed favorably by parties doing business with us or regulators or others reviewing our credentials, brand, reputation and status as a public benefit corporation may be harmed.

As a public benefit corporation, our focus on a specific public benefit purpose and producing a positive effect for society may negatively impact our financial performance.

Unlike traditional corporations, which have a fiduciary duty to focus exclusively on maximizing shareholder value, our directors have a fiduciary duty to consider not only the shareholders’ interests, but

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also the company’s specific public benefit and the interests of other stakeholders affected by our actions. See “Description of Capital Stock — Public Benefit Corporation Status.” Therefore, we may take actions that we believe will be in the best interests of those stakeholders materially affected by our specific benefit purpose, even if those actions do not maximize our financial results. While we intend for this public benefit designation and obligation to provide an overall net benefit to us and our customers, it could instead cause us to make decisions and take actions without seeking to maximize the income generated from our business, and hence available for distribution to our shareholders. Our pursuit of longer-term or non-pecuniary benefits may not materialize within the timeframe we expect or at all, yet may have an immediate negative effect on any amounts available for distribution to our shareholders. For example, each year, we contribute a portion of our gross profit to organizations that protect First Amendment freedoms, defend Second Amendment rights, advance the sanctity of life, honor and support our military veterans and first responders, and promote faith, family, freedom, and America’s founding principles. Accordingly, being a public benefit corporation and complying with our related obligations could have a material adverse effect on our business, results of operations and financial condition, which in turn could cause our stock price to decline.

As a public benefit corporation, we are less attractive as a takeover target than a traditional company would be and, therefore, your ability to realize your investment through an acquisition may be limited. Additionally, public benefit corporations may also not be attractive targets for activists or hedge fund investors because new directors would still have to consider and give appropriate weight to the public benefit along with shareholder value, and shareholders committed to the public benefit can enforce this through derivative suits. Further, by requiring that board of directors of public benefit corporations consider additional constituencies other than maximizing shareholder value, Texas public benefit corporation law could potentially make it easier for a board to reject a hostile bid, even where the takeover would provide the greatest short-term financial yield to investors.

Our directors have a fiduciary duty to consider not only our shareholders’ interests, but also our specific public benefit and the interests of other stakeholders affected by our actions. If a conflict between such interests arises, there is no guarantee such a conflict would be resolved in favor of our shareholders.

While directors of traditional corporations are required to make decisions they believe to be in the best interests of their shareholders, directors of a public benefit corporation have a fiduciary duty to consider not only the shareholders’ interests, but also the company’s specific public benefit and the interests of other stakeholders affected by the company’s actions. Under Texas law, directors must manage the affairs of the company’s business in a manner that balances the pecuniary interests of shareholders, the best interests of those persons materially affected by the company’s conduct and the specific public benefit or benefits specified in the company’s certificate of formation. Thus, unlike traditional corporations which must focus exclusively on shareholder value, our directors are not merely permitted, but obligated, to consider our specific public benefit and the interests of other stakeholders. See “Description of Capital Stock — Public Benefit Corporation Status.” In the event of a conflict between the interests of our shareholders and the interests of our specific public benefit or our other stakeholders, our directors must only make decisions based on a balancing of various interests; thus, there is no guarantee such a conflict would be resolved in favor of our shareholders, which could have a material adverse effect on our business, results of operations and financial condition, which in turn could cause our stock price to decline.

Public benefit corporations are a relatively new class of corporations, and we cannot predict how or whether existing laws and regulations will be applied to our public benefit corporation status.

Because the public benefit corporation form is relatively new and has a limited operating history as a public entity, there is limited case law involving public benefit corporations, which creates legal and operational uncertainty. For example, the Delaware Court of Chancery recently issued an opinion regarding the fiduciary duties of directors of public benefit corporations under Delaware law, which may influence how Texas courts interpret the fiduciary duties of directors of public benefit corporations under Texas law. Stockholders of a public benefit corporation may bring derivative lawsuits to enforce the directors’ obligation to manage the company in accordance with Texas law. As with other derivative claims, there is uncertainty about how courts will interpret and apply the relevant provisions of Texas law to a public benefit corporation’s operations. We cannot predict how changes in, or interpretations to, laws, regulations and case law applicable to public benefit corporations will impact our public benefit corporation status. There is no guarantee

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that the laws governing public benefit corporations will not change in the future, including in a way that is adverse to our business or operations.

We have not operated as a public company, which will require us to incur substantial costs and will require substantial management attention, and we may not be able to manage our transition into a public company effectively or efficiently.

We have never operated as a public company and will incur significant legal, accounting, and other expenses that we did not incur as a private company. Our management team and other personnel will need to devote a substantial amount of time to, and we may not effectively or efficiently manage, our transition into a public company. For example, we will be subject to the reporting requirements of the Exchange Act, the applicable requirements of the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules and regulations of the SEC. The rules and regulations of The Nasdaq Stock Market LLC (“Nasdaq”) will also apply to us following this offering. To comply with the various requirements applicable to public companies, we will need to establish and maintain effective disclosure and financial controls and make changes to our corporate governance practices. If, notwithstanding our efforts to comply with these laws, regulations and standards, we fail to comply, regulatory authorities may initiate legal proceedings against us and our business may be harmed. Further, failure to comply with these rules might make it more difficult for us to obtain some types of insurance, including director and officer liability insurance, and we might be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. The impact of these events could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, on committees of our board of directors or as members of senior management. As such, we intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities.

We also expect that our management and other personnel will need to divert attention from other business matters to devote substantial time to the reporting and other requirements applicable to a public company, which diversion may adversely affect our business, results of operations and financial condition. We intend to hire additional accounting and finance personnel with system implementation experience and expertise regarding compliance with the Sarbanes-Oxley Act and other securities and reporting regulations. We may be unable to locate and hire qualified professionals with requisite technical and public company experience when and as needed. In addition, new employees will require time and training to learn our business and operating processes and procedures. If we are unable to recruit and retain additional finance personnel or if our finance and accounting team is unable for any reason to respond adequately to the increased demands that will result from being a public company, the quality and timeliness of our financial reporting may suffer, which could result in the identification of material weaknesses in our internal controls. Any consequences resulting from inaccuracies or delays in our reported consolidated financial statements could cause our stock price to decline and could harm our business, financial condition, and results of operations.

If we fail to maintain effective internal control over financial reporting, we may not be able to accurately or timely report our financial results, which could adversely affect investor confidence in us and the value of our Class A common stock.

As a public company, we will be required to maintain internal control over financial reporting and to evaluate and report on the effectiveness of that internal control, and once we cease to be an emerging growth company, our independent registered public accounting firm will be required to attest to the effectiveness of our internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act. We have not previously been required to document and test our internal control over financial reporting under these standards, and the process of doing so may require us to expend significant resources and identify control deficiencies, including material weaknesses. If we identify one or more material weaknesses in our internal control over financial reporting, or if we are otherwise unable to conclude that our internal control over financial reporting is effective, investors could lose confidence in the accuracy and completeness of our financial reports, which could cause the price of our Class A common stock to decline, subject us to regulatory scrutiny or investigation, and adversely affect our ability to raise additional capital.

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In connection with the preparation of our consolidated financial statements as of and for the year ended December 31, 2024, we identified material weaknesses in our internal control over financial reporting, which continued to exist at December 31, 2025. These material weaknesses related to information technology general controls (“ITGCs”) for our general ledger accounting system and the review and approval of manual journal entries. Specifically, we did not maintain effective controls over the user access provisioning, logical access (segregation of duties), and program change management for our general ledger accounting system. Additionally, the accounting system has inherent limitations over the review and approval of manual journal entries and audit trail documentation. These internal control deficiencies could result in a misstatement of our financial statement accounts and disclosures that would not be prevented or detected on a timely basis. Accordingly, we have determined that these deficiencies constitute material weaknesses.

We are committed to remediating these material weaknesses and have taken steps during 2026 to begin remediating these material weaknesses. Effective June 1, 2026, we implemented a new general ledger accounting system, which provides for a formal review and approval workflow over manual journal entries as well as improved system access controls and user-level audit trails. We are in the process of implementing ITGCs as well as controls over the review of manual journal entries.

We communicate progress towards remediation of material weaknesses to those charged with governance on a quarterly basis to provide transparency and accountability towards timely remediation, which we expect will continue throughout 2026. We believe these actions will be effective in remediating the deficiencies described above. Until the remediation plans are fully implemented and operating for a sufficient period of time, the material weaknesses described above will continue to exist.

Our principal asset is our interest in Patriot Mobile Holdings LLC and, as a result, we depend on distributions from Patriot Mobile Holdings LLC to pay our taxes and expenses, including payments under the Tax Receivable Agreement. Patriot Mobile Holdings LLC’s ability to make such distributions may be subject to various limitations and restrictions.

We are a holding company and have no material assets other than our ownership of LLC Units. As such, we will have no independent means of generating revenue or cash flow, and our ability to pay our taxes and operating expenses or declare and pay dividends in the future, if any, depends upon the financial results and cash flows of Patriot Mobile Holdings LLC and distributions we receive from Patriot Mobile Holdings LLC. There can be no assurance that Patriot Mobile Holdings LLC will generate sufficient cash flow to distribute funds to us or that applicable state law and contractual restrictions, including negative covenants in any applicable debt instruments, will permit such distributions. Patriot Mobile Holdings LLC is currently subject to debt instruments or other agreements that restrict its ability to make distributions to us, which may in turn affect Patriot Mobile Holdings LLC’s ability to pay distributions to us and thereby adversely affect our cash flows.

Patriot Mobile Holdings LLC continues to be treated as a partnership for U.S. federal income tax purposes and, as such, generally is not subject to any entity-level U.S. federal income tax. Instead, any taxable income of Patriot Mobile Holdings LLC is allocated to holders of LLC Units, including us. Accordingly, we incur income taxes on our allocable share of any net taxable income of Patriot Mobile Holdings LLC. Under the terms of the Patriot Mobile Holdings LLC Operating Agreement, Patriot Mobile Holdings LLC is obligated, subject to various limitations and restrictions (including with respect to our debt agreements), to make tax distributions to holders of LLC Units, including us. In addition to tax expenses, we incur expenses related to our operations, including payments under the Tax Receivable Agreement, which are and we expect will continue to be significant. See “Certain Relationships and Related Persons Transactions — Tax Receivable Agreement.” We intend, as its managing member, to cause Patriot Mobile Holdings LLC to make (i) pro rata tax distributions in cash to the holders of LLC Units (including us) in an amount at least sufficient to fund all or part of their tax obligations in respect of taxable income allocated to them, as well as our obligations to make payments under the Tax Receivable Agreement (such pro rata distributions to the Continuing Equity Holders to be exclusive of the right of such Continuing Equity Holders to receive payments pursuant to the Tax Receivable Agreement) and (ii) non-pro rata payments to us to reimburse us for our operating expenses (such expenses not to include obligations under the Tax Receivable Agreement). However, Patriot Mobile Holdings LLC’s ability to make such distributions is subject to various limitations and restrictions, such as restrictions on distributions that would either violate any

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contract or agreement to which Patriot Mobile Holdings LLC is then a party, including debt agreements, or any applicable law, or that would have the effect of rendering Patriot Mobile Holdings LLC insolvent. If we do not have sufficient funds to pay tax or other liabilities, or to fund our operations (including, if applicable, because of an acceleration of our obligations under the Tax Receivable Agreement), we may have to borrow funds, which could materially and adversely affect our liquidity and financial condition, and subject us to various restrictions imposed by any lenders of such funds. To the extent we are unable to make timely payments under the Tax Receivable Agreement for any reason, such payments generally will be deferred and will accrue interest until paid; provided, however, that nonpayment for a specified period may constitute a material breach of a material obligation under the Tax Receivable Agreement resulting in the acceleration of payments due under the Tax Receivable Agreement. See “Certain Relationships and Related Persons Transactions — Tax Receivable Agreement” and “Certain Relationships and Related Persons Transactions — Patriot Mobile Holdings LLC Operating Agreement.” In addition, if Patriot Mobile Holdings LLC does not have sufficient funds to make distributions, our ability to declare and pay cash dividends will also be restricted or impaired, although we do not anticipate declaring or paying any cash dividends on our Class A common stock in the foreseeable future.

As mentioned above, under the Patriot Mobile Holdings LLC Operating Agreement, we intend to cause Patriot Mobile Holdings LLC, from time to time, to make pro rata distributions in cash to the holders of LLC Units (including us) in amounts sufficient to cover the taxes imposed on their allocable share of taxable income of Patriot Mobile Holdings LLC (such pro rata distributions to the Continuing Equity Holders to be exclusive of the right of such Continuing Equity Holders to receive payments pursuant to the Tax Receivable Agreement). As a result of (i) potential differences in the amount of net taxable income allocable to us and to the other holders of LLC Units, (ii) the lower tax rate applicable to corporations as opposed to individuals, and (iii) certain tax benefits covered by, and payments under, the Tax Receivable Agreement, these tax distributions may be in amounts that exceed our tax liabilities. Our board of directors will determine the appropriate uses for any excess cash so accumulated, which may include, among other uses, the payment of obligations under the Tax Receivable Agreement and the payment of other expenses. We have no obligation to distribute such cash (or other available cash) to our stockholders. No adjustments to the exchange ratio for LLC Units and corresponding shares of Class A common stock will be made as a result of any cash dividend or distribution by us or any retention of cash by us. As a result, the holders of LLC Units (other than us) may benefit from any value attributable to such cash balances if they acquire shares of Class A common stock in exchange for their LLC Units, notwithstanding that such holders may have participated previously as holders of LLC Units in distributions that resulted in such excess cash balances to us. See “Description of Capital Stock.” To the extent we do not distribute such excess cash as dividends on our Class A common stock we may take other actions with respect to such excess cash, for example, holding such excess cash, or lending or contributing it (or a portion thereof) to Patriot Mobile Holdings LLC, which may result in shares of our Class A common stock increasing in value relative to the value of LLC Units. Following a contribution of such excess cash to Patriot Mobile Holdings LLC we may make an adjustment to the outstanding number of LLC Units held by holders of LLC Units (other than us).

Risks Related to our Tax Receivable Agreement and Tax Structure

The Tax Receivable Agreement with the Continuing Equity Holders requires us to make cash payments to them in respect of certain tax benefits to which we may become entitled, and we expect that such payments will be substantial.

We are a party to a Tax Receivable Agreement with Patriot Mobile LLC and each of the Continuing Equity Holders. Under the Tax Receivable Agreement, among us and each of the Continuing Equity Holders, we are required to make cash payments to the Continuing Equity Holders equal to    % of the tax benefits, if any, that we actually realize, or in certain circumstances are deemed to realize, as a result of (i) the amount of tax benefits, if any, that Patriot Mobile Inc. actually realizes (or in some circumstances is deemed to realize) as a result of certain increases in tax basis resulting from our acquisition (or deemed acquisition for U.S. federal tax purposes) of the Continuing Equity Holders’ LLC Units in connection with this offering or pursuant to an exercise of the Redemption Right or Call Right (“Basis Adjustments”) and (ii) certain tax benefits (such as interest deductions) arising from payments under the Tax Receivable Agreement. We are required to make such payments to the Continuing Equity Holders even if all of the Continuing Equity Holders were to exchange or have had redeemed their remaining LLC Units.

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The payment obligation is an obligation of Patriot Mobile Inc. and not of Patriot Mobile Holdings LLC. We expect that the amount of the cash payments we will be required to make under the Tax Receivable Agreement will be substantial. Any payments made by us to the Continuing Equity Holders under the Tax Receivable Agreement will not be available for reinvestment in our business and will generally reduce the amount of overall cash flow that might have otherwise been available to us and may impact our ability to purpose our intended public benefit. To the extent that we are unable to make timely payments under the Tax Receivable Agreement for any reason, the unpaid amounts will be deferred and will accrue interest until paid by us; provided, however, that nonpayment for a specified period may constitute a material breach of a material obligation under the Tax Receivable Agreement resulting in the acceleration of payments due under the Tax Receivable Agreement. See “Certain Relationships and Related Persons Transactions — Tax Receivable Agreement.” Payments under the Tax Receivable Agreement are not conditioned upon continued ownership of Patriot Mobile Holdings LLC by the exchanging Continuing Equity Holders. Furthermore, if we experience a Change of Control (as defined under the Tax Receivable Agreement), which includes certain mergers, asset sales, and other forms of business combinations, we would be obligated to make an immediate payment, and such payment may be significantly in advance of, and may materially exceed, the actual realization, if any, of the future tax benefits to which the payment relates. This payment obligation could (i) make us a less attractive target for an acquisition, particularly in the case of an acquirer that cannot use some or all of the tax benefits that are the subject of the Tax Receivable Agreement and (ii) result in holders of our Class A common stock receiving substantially less consideration in connection with a Change of Control transaction than they would receive in the absence of such obligation. Accordingly, the Continuing Equity Holders’ interests may conflict with those of the holders of our Class A common stock.

The actual Basis Adjustments and the actual utilization of any resulting tax benefits, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending upon a number of factors including: the timing of redemptions by the Continuing Equity Holders; the price of shares of our Class A common stock at the time of the exchange; the extent to which such exchanges are taxable; the amount of gain recognized by such Continuing Equity Holders; the amount and timing of the taxable income allocated to us or otherwise generated by us in the future; the portion of our payments under the Tax Receivable Agreement constituting imputed interest; and the federal and state tax rates then applicable.

Our organizational structure, including the Tax Receivable Agreement, confers certain benefits upon the Continuing Equity Holders that do not benefit holders of our Class A common stock to the same extent that they benefit the Continuing Equity Holders.

Our organizational structure, including the Tax Receivable Agreement, confers certain benefits upon the Continuing Equity Holders that do not benefit the holders of our Class A common stock to the same extent that they benefit the Continuing Equity Holders. The Tax Receivable Agreement with Patriot Mobile Holdings LLC and the Continuing Equity Holders entered into in connection with our initial public offering which provides for the payment by us to the Continuing Equity Holders of    % of the amount of tax benefits, if any, that we actually realize, or in some circumstances are deemed to realize, as a result of (i) Basis Adjustments and (ii) certain tax benefits (such as interest deductions) arising from payments under the Tax Receivable Agreement. See “Certain Relationships and Related Persons Transactions — Tax Receivable Agreement.” Although we will retain    % of the amount of such tax benefits, this and other aspects of our organizational structure may adversely impact the future trading market for our Class A common stock.

It is possible that the interests of the Continuing Equity Holders serving as directors on the company’s board may conflict with the interests of the holders of shares of Class A common stock. For example, the Continuing Equity Holders may have a different tax position from the holders of Class A common stock, which could influence decisions regarding whether and when to dispose of assets or incur new indebtedness, or enact changes with the Tax Receivable Agreement. In addition, the structuring of future transactions may take into consideration the Continuing Equity Holders’ tax or other considerations, which may differ from the considerations of us or our other stockholders.

In certain cases, payments under the Tax Receivable Agreement to the Continuing Equity Holders may be accelerated or significantly exceed any actual benefits we realize in respect of the tax attributes subject to the Tax Receivable Agreement.

The Tax Receivable Agreement generally applies to each of our taxable years, beginning with the first taxable year ending after the consummation of the Transactions. There is no maximum term for the Tax

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Receivable Agreement. However, the Tax Receivable Agreement provides that if (i) we materially breach any of our material obligations under the Tax Receivable Agreement, (ii) certain mergers, asset sales, other forms of business combinations or other changes of control, or (iii) we elect an early termination of the Tax Receivable Agreement, then our obligations, or our successor’s obligations, under the Tax Receivable Agreement to make payments will be determined based on certain assumptions, including an assumption that we will have sufficient taxable income to fully utilize all potential future tax benefits that are subject to the Tax Receivable Agreement.

As a result of the foregoing, we would be required to make an immediate cash payment equal to the present value of the anticipated future tax benefits that are the subject of the Tax Receivable Agreement, based on certain assumptions, which payment may be made significantly in advance of the actual realization, if any, of such future tax benefits. Such cash payment to the Continuing Equity Holders could be greater than the specified percentage of any actual benefits we ultimately realize in respect of the tax benefits that are subject to the Tax Receivable Agreement. In these situations, our obligations under the Tax Receivable Agreement could have a substantial negative impact on our liquidity and could have the effect of delaying, deferring, or preventing certain mergers, asset sales, other forms of business combinations or other changes of control. The Company will reassess the tax benefit payments liability at each reporting period based on updated exchange activity and tax benefit realization. The contractual Early Termination Rate is defined under the agreement as the lesser of (i)    % per annum, compounded annually, and (ii) SOFR plus       basis points, which applies to early termination payments and may serve as a reference point for market participant assumptions. There can be no assurance that we will be able to fund or finance our obligations under the Tax Receivable Agreement. We may need to incur debt to finance payments under the Tax Receivable Agreement to the extent our cash resources are insufficient to meet our obligations under the Tax Receivable Agreement as a result of timing discrepancies or otherwise.

We will not be reimbursed for any payments made to the Continuing Equity Holders under the Tax Receivable Agreement in the event that any tax benefits are disallowed.

Payments under the Tax Receivable Agreement are based on the tax reporting positions that we determine, and the U.S. Internal Revenue Service (“IRS”), or another tax authority, may challenge all or part of the Basis Adjustments or other tax benefits we claim, as well as other related tax positions we take, and a court could sustain such challenge. If the outcome of any such challenge would reasonably be expected to materially and adversely affect the rights and obligations of Continuing Equity Holders under the Tax Receivable Agreement, then, under certain circumstances, we will not be permitted to settle such challenge without the consent (not to be unreasonably withheld or delayed) of Continuing Equity Holders. The interests of Continuing Equity Holders in any such challenge may differ from or conflict with our interests and your interests, and Continuing Equity Holders may exercise their consent rights relating to any such challenge in a manner adverse to our interests and your interests. We will not be reimbursed for any cash payments previously made to the Continuing Equity Holders under the Tax Receivable Agreement in the event that any tax benefits initially claimed by us and for which payment has been made to a Continuing Equity Holder are subsequently challenged by a taxing authority and are ultimately disallowed. Instead, any excess cash payments made by us to a Continuing Equity Holder will be netted against future cash payments, if any, that we might otherwise be required to make to such Continuing Equity Holder, under the terms of the Tax Receivable Agreement. However, we might not determine that we have effectively made an excess cash payment to a Continuing Equity Holder for a number of years following the initial time of such payment. Moreover, the excess cash payments we made previously under the Tax Receivable Agreement could be greater than the amount of future cash payments against which we would otherwise be permitted to net such excess. The applicable U.S. federal income tax rules for determining applicable tax benefits we may claim are complex and factual in nature, and there can be no assurance that the IRS or a court will agree with our tax reporting positions. As a result, payments could be made under the Tax Receivable Agreement significantly in excess of any actual cash tax savings that we realize in respect of the tax attributes with respect to a Continuing Equity Holder that are the subject of the Tax Receivable Agreement.

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Risks Related to our Class A Common Stock and This Offering

An active trading market for our Class A common stock may not develop or be sustained and you may not be able to sell your shares at or above the initial public offering price, or at all.

There has been no public market for our Class A common stock prior to this offering. The initial public offering price for our Class A common stock will be determined through negotiations between the underwriters and us and may vary from the market price of our Class A common stock following this offering. If you purchase our Class A common stock in this offering, you may not be able to resell those shares at or above the initial public offering price, or at all. An active market in our Class A common stock may not develop upon completion of this offering or, if it does develop, it may not be sustainable or liquid enough for you to sell your shares.

The price of our Class A common stock could be volatile and you may not be able to resell your shares at or above our initial public offering price. Declines in the price of Class A common stock could subject us to litigation.

Our stock price may be volatile and may decline, resulting in a loss of some or all of your investment. The trading price and volume of our Class A common stock could fluctuate significantly in response to numerous factors, many of which are beyond our control, including:

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variations in our operating results and other financial and operational metrics, including the key financial and operating metrics disclosed in this prospectus, as well as how those results and metrics compare to analyst and investor expectations;

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speculation in the market about our operating results;

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the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;

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failure of securities analysts to initiate or maintain coverage of us, changes in financial estimates or ratings by any securities analysts who follow us, or our failure to meet these estimates or the expectations of investors;

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events or factors resulting from global health crises such as a pandemic, war, incidents of terrorism, or responses to these events;

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announcements of new services or enhancements, strategic alliances or significant agreements, or other developments by us or our competitors;

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announcements by us or our competitors of mergers or acquisitions or rumors of such transactions involving us or our competitors;

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changes in management, other key personnel, or our board of directors;

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disruptions in our platform due to hardware, software or network problems, security breaches, or other issues;

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the strength of the economy in the jurisdictions in which we operate, and market conditions in our industry and those affecting our partners and customers;

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trading activity by our principal shareholders, including upon the expiration of contractual lock-up agreements, and other market participants, in whom ownership of our common stock may be concentrated following this offering;

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price and volume fluctuations in the overall stock market;

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the performance of the equity markets in general and in our industry;

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the operating performance of other similar companies;

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actual or anticipated developments in our business or our competitors’ businesses or the competitive landscape generally;

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new laws or regulations or new interpretations of existing laws, or regulations applicable to our business;

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litigation or other claims against us;

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the number of shares of our Class A common stock that are available for public trading; and

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any other factors discussed in this prospectus.

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In addition, if the market for technology stocks or the stock market in general experiences a loss of investor confidence, the price of our Class A common stock could decline for reasons unrelated to our business, results of operations, or financial condition. The price of our Class A common stock might also decline in reaction to events that affect other companies, even if those events do not directly affect us. Some companies that have experienced volatility in the trading price of their stock have been the subject of securities class action litigation. If we are the subject of such litigation, it could result in substantial costs and could divert our management’s attention and resources, which could adversely affect our business.

If you purchase our Class A common stock in this offering, you will incur immediate and substantial dilution.

The initial public offering price is substantially higher than the pro forma net tangible book value per share of our Class A common stock immediately following this offering based on the total value of our as-adjusted tangible assets less our as-adjusted total liabilities. Therefore, if you purchased our common stock in this offering, at the initial public offering price of $      per share, you would experience an immediate dilution of $      per share, the difference between the price per share you pay for our Class A common stock and our pro forma net tangible book value per share as of December 31, 2025, after giving effect to the issuance by us of       shares of our Class A common stock in this offering. See “Dilution.”

We anticipate incurring substantial stock-based compensation expense and substantial obligations related to the grant and settlement of fully vested RSU awards in connection with the completion of this offering, which may have an adverse effect on our financial condition and results of operations and may result in substantial dilution.

In connection with this offering, we will grant fully vested RSU awards covering           shares of our Class A common stock under the 2026 Plan to           of our executive officers, directors, employees and other service providers (the “IPO RSUs”) at the time of this offering, with an aggregate value of $          million based on the assumed initial public offering price of $    per share. Each IPO RSU will be granted in tandem with a dividend equivalent, if any, that will be settled in cash at the same time the underlying IPO RSU is settled.           will receive the largest allocation of IPO RSUs, which will have a value of $          million. The aggregate grant date fair value of the IPO RSU is estimated to be $          million, all of which we expect to recognize as compensation expense of the date of grant because the IPO RSUs will be fully vested upon grant. We anticipate that we will incur substantial stock-based compensation expenses and expend substantial funds to satisfy tax withholding and remittance obligations related to these RSU awards.

The IPO RSUs will be 100% vested on the grant date. The shares of Class A common stock underlying the IPO RSUs will be delivered in tranches to each participant over the    -month period following the closing of this offering with the first tranche being settled          .

As a result of the grant of these fully vested IPO RSUs, we expect to record a significant non-cash compensation expense during the fourth quarter of 2026. The non-cash compensation expense we will record will equal the value of the fully vested IPO RSUs granted based on the initial public offering price of the underlying Class A common stock ($          million). As a result of this non-cash compensation expense, we expect that our operating expenses for the quarter ending December 31, 2026 and for this fiscal year will be significantly higher than in prior periods and that we will record a substantial net loss for this quarter and may record a net loss for this fiscal year.

In addition, a potentially large number of shares of Class A common stock will be issuable upon settlement of the IPO RSUs. On the settlement dates for these awards, we plan to withhold shares and remit taxes on behalf of the holders of such awards at applicable statutory rates, which we refer to as net settlement, which may result in substantial tax withholding obligations. The amount of tax withholding

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obligations will depend on the price of our Class A common stock on the applicable settlement dates and the applicable tax withholding rates then in effect. For example, assuming an approximate     % income tax withholding rate and a price of $          per share at settlement, for the           IPO RSUs described in the preceding paragraphs, we estimate that our cash obligation on behalf of the grantees to the relevant tax authorities to satisfy tax withholding obligations would be approximately $          million, and we would deliver an aggregate of approximately           shares of our Class A common stock to net settle these awards, after withholding an aggregate of approximately           shares of our Class A common stock. The actual amount of these tax obligations and the number of shares to be issued could be higher or lower, depending on the price of our Class A common stock upon settlement and the applicable tax withholding rates then in effect. Applicable tax withholding with respect to settlement of dividend equivalents, if any, will be satisfied by withholding from the cash paid upon settlement of any such dividend equivalents.

Future sales and issuances of our Class A common stock or rights to purchase Class A common stock could result in additional dilution to our shareholders and could cause the price of our Class A common stock to decline.

We may issue additional Class A common stock, convertible securities or other equity following the completion of this offering. We also expect to issue Class A common stock to our employees, directors and other service providers pursuant to our equity incentive plans. Such issuances will be dilutive to investors and could cause the price of our Class A common stock to decline. New investors in such issuances could also receive rights senior to those of holders of our Class A common stock.

In addition, the Continuing Equity Holders may, subject to certain exceptions, from time to time at each of their options require Patriot Mobile Holdings LLC to redeem all or a portion of their LLC Units in exchange for, at Patriot Mobile Inc.’s election (determined solely by its independent directors (within the meaning of Nasdaq rules) who are disinterested), newly-issued shares of our Class A common stock on a one-for-one basis (subject to customary adjustments, including for stock splits, stock dividends, and reclassifications) or a cash payment equal to a volume weighted average market price of one share of our Class A common stock for each LLC Unit so redeemed. If Patriot Mobile Inc. elects to implement a redemption of LLC Units in Patriot Mobile Holdings LLC for newly issued shares of Class A common stock, such an election will dilute the percentage ownership and voting power (with respect to a class vote) of the then-existing holders of our Class A common stock and may also adversely affect the market price of our Class A common stock. Additionally, the perception that such redemptions could occur, even if no redemptions are imminent, could adversely affect the market price of our Class A common stock.

Our actual operating results may not meet our guidance or analyst or investor expectations, which would likely cause our stock price to decline.

From time to time, we may release guidance in our earnings releases, earnings conference calls, or otherwise, regarding our future performance that represent our management’s estimates as of the date of release. If given, this guidance, which will include forward-looking statements, will be based on projections prepared by our management. Projections are based upon a number of assumptions and estimates that, while presented with numerical specificity, are inherently subject to significant business, economic, and competitive uncertainties and contingencies, many of which are beyond our control. The principal reason that we expect to release guidance is to provide a basis for our management to discuss our business outlook with analysts and investors. With or without our guidance, analysts and investors may publish or otherwise have expectations regarding our business, financial condition, and results of operations, for which we do not accept any responsibility. Guidance is necessarily speculative in nature, and it can be expected that some or all of the assumptions of the guidance furnished by us or analysts will not materialize or will vary significantly from actual results. If our actual performance does not meet or exceed our guidance or analyst or investor expectations, the trading price of our Class A common stock is likely to decline.

If securities analysts or industry analysts downgrade our Class A common stock, publish negative research or reports, or fail to publish reports about our business, our stock price and trading volume could decline.

The market price and trading market for our Class A common stock will be influenced by the research and reports that industry or securities analysts publish about us, our business and our market. If one or more analysts adversely change their recommendation regarding our stock or change their recommendation

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about our competitors’ stock, our stock price could decline. If one or more analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline or become volatile.

We will have broad discretion in the use of the net proceeds to us from this offering and may not apply the proceeds in ways that increase our market value or improve our operating results.

Our management will have considerable discretion in the application of the net proceeds to us of this offering, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net proceeds to us may be used for corporate purposes that do not increase the value of our business, which could cause our stock price to decline.

We do not intend to pay dividends on our Class A common stock, so any returns on your investment will be limited to changes in the value of our Class A common stock.

We have never declared or paid any dividends on our Class A common stock. We currently anticipate that we will retain future earnings for the development, operation, and expansion of our business and do not anticipate declaring or paying any dividends for the foreseeable future. In addition, if we were to enter into loan or similar agreements in the future, these agreements may contain restrictions on our ability to pay dividends or make distributions. Any return to shareholders will therefore be limited to the increase, if any, in our stock price, which may never occur.

The JOBS Act allows us to postpone the date by which we must comply with certain laws and regulations intended to protect investors and to reduce the amount of information we provide in our reports filed with the SEC. We cannot be certain if this reduced disclosure will make our Class A common stock less attractive to investors.

The JOBS Act is intended to reduce the regulatory burden on “emerging growth companies.” As defined in the JOBS Act, a public company whose initial public offering of common equity securities occurs after December 8, 2011, and whose annual gross revenues are less than $1.235 billion will, in general, qualify as an “emerging growth company” until the earliest of:

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the last day of its fiscal year following the fifth anniversary of the date of its initial public offering of common equity securities;

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the last day of its fiscal year in which it has annual gross revenue of $1.235 billion or more;

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the date on which it has, during the previous three-year period, issued more than $1 billion in nonconvertible debt; and

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the date on which it is deemed to be a “large accelerated filer,” which will occur at such time as we (i) have an aggregate worldwide market value of common equity securities held by non-affiliates of $700 million or more as of the last business day of its most recently completed second fiscal quarter, (ii) have been required to file annual and quarterly reports under the Exchange Act, for a period of at least 12 months, and (iii) have filed at least one annual report pursuant to the Exchange Act.

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Under this definition, we are currently an “emerging growth company” and could remain an “emerging growth company” until as late as the fifth anniversary following our 2026 initial public offering. For so long as we are an “emerging growth company,” we will, among other things:

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not be required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act;

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not be required to hold a nonbinding advisory stockholder vote on executive compensation pursuant to Section 14A(a) of the Exchange Act;

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not be required to seek stockholder approval of any golden parachute payments not previously approved pursuant to Section 14A(b) of the Exchange Act;

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be exempt from the requirement of the PCAOB regarding the communication of critical audit matters in the auditor’s report on the financial statements; and

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be subject to reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements.

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In addition, Section 107 of the JOBS Act provides that an emerging growth company can use the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. This permits an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

We cannot predict if investors will find our Class A common stock less attractive as a result of our decision to take advantage of some or all of the reduced disclosure requirements above. If some investors find our Class A common stock less attractive as a result, there may be a less active trading market for our Class A common stock and our stock price may be more volatile.

The dual class structure of our common stock will have the effect of concentrating voting control with our executive officers and directors, our principal stockholders, and their respective affiliates, which will limit or preclude your ability to influence corporate matters, including the election of directors and the approval of any change of control transaction.

Our Class B common stock has         votes per share and our Class A common stock, which is the stock we are offering in this offering, has one vote per share. Immediately following the completion of this offering, our executive officers and directors, our principal stockholders, and their respective affiliates will beneficially own approximately       of the       shares of our Class B common stock that are issued and outstanding. Immediately following the completion of this offering, these holders will represent approximately    % of the voting power of our outstanding capital stock, assuming no exercise of the underwriters’ option to purchase additional shares and no purchases of shares of Class A common stock in this offering by any of these holders. For more information, see the section titled “Security Ownership of Certain Beneficial Owners and Management.”

These stockholders will have the ability to control the outcome of matters submitted to our stockholders for approval, including the election of our directors and the approval of any change of control transaction. This concentrated control will limit or preclude your ability to influence corporate matters for the foreseeable future, including the election of directors, amendments of our organizational documents, and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction requiring stockholder approval. In addition, this may prevent or discourage unsolicited acquisition proposals or offers for our capital stock that you may feel are in your best interest as one of our stockholders.

Future transfers by holders of Class B common stock will generally result in those shares converting to Class A common stock, subject to limited exceptions, such as certain transfers effected for estate planning purposes. The conversion of Class B common stock to Class A common stock will have the effect, over time, of increasing the relative voting power of those holders of Class B common stock who retain their shares in the long term. See the section titled “Description of Capital Stock — Class A and Class B Common Stock” for additional information.

The dual class structure of our common stock may adversely affect the trading market for our Class A common stock.

Certain stock index providers have excluded companies with multiple classes of shares of common stock from being added to certain stock indices. Accordingly, the dual-class structure of our common stock makes us ineligible for inclusion in indices with such restrictions and, as a result, mutual funds, exchange-traded funds and other investment vehicles that attempt to passively track those indices may not invest in our Class A common stock. In addition, several stockholder advisory firms and large institutional investors have been critical of the use of multi-class structures. Such stockholder advisory firms may publish negative commentary about our corporate governance practices or our capital structure, which may dissuade large institutional investors from purchasing shares of our Class A common stock. These actions could make our Class A common stock less attractive to other investors and may result in a less active trading market for our Class A common stock.

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We have not elected to take advantage of the “controlled company” exemption to the corporate governance rules for publicly listed companies but may do so in the future.

Because our Bryan Bradford, who, collectively with his controlled entities, will beneficially own shares representing more than 50% of the voting power of our outstanding capital stock following the completion of this offering, we are eligible to elect the “controlled company” exemption to the corporate governance rules for publicly listed companies. We have not elected to do so. If we decide to become a “controlled company” under the corporate governance rules for publicly listed companies, we would not be required to have a majority of our board of directors be independent, nor would we be required to have a compensation committee or an independent nominating function. If we choose controlled company status in the future, our status as a controlled company could cause our Class A common stock to be less attractive to certain investors or otherwise harm our trading price.

Provisions in our certificate of formation and bylaws, in addition to Texas law and our dual class capital structure, could discourage a takeover that stockholders may consider favorable and could lead to entrenchment of management.

Our certificate of formation and bylaws will contain provisions that may have the effect of delaying, deferring, or discouraging another party from acquiring control of us, even where a majority of our stockholders might consider such a transaction favorable, including transactions in which stockholders might otherwise receive a premium for their shares. These provisions may include, among others: authorization for our board of directors to issue shares of preferred stock in one or more series, and to determine the powers, preferences, and rights of those shares, without further stockholder approval, which could be used to dilute the stock ownership of a person seeking to obtain control of us; limitations on the ability of stockholders to call special meetings or to act by written consent in lieu of a meeting; advance notice requirements for stockholder proposals and director nominations; and rules governing the filling of vacancies on our board of directors. These provisions, together with the concentration of voting control resulting from our dual class common stock structure described above, could discourage, delay, or prevent a change in control of our company, could deprive our stockholders of an opportunity to receive a premium for their shares as part of a sale of our company, and could also affect the price that some investors are willing to pay for our Class A common stock.

Our certificate of formation and bylaws limit the liability of, and provide for indemnification of, our directors and officers, which could reduce the amounts recoverable against them and increase our indemnification obligations.

Our certificate of formation limits the liability of our directors for monetary damages for breach of their fiduciary duties as directors to the fullest extent permitted by the TBOC, and our bylaws require us to indemnify our directors and officers, and permit us to indemnify our employees and other agents, for actions taken in good faith and in a manner they reasonably believed to be in, or not opposed to, our best interests, subject to limited exceptions. We have also entered into, or intend to enter into, indemnification agreements with our directors and executive officers that may be broader than the specific indemnification provisions in the TBOC. These provisions and agreements may discourage stockholders from bringing a lawsuit against our directors or officers for breach of their fiduciary duties, may reduce the likelihood of derivative litigation against our directors and officers even where such actions, if successful, might otherwise benefit us and our stockholders, and could increase the costs we incur in defending or settling any such claims, including through the advancement of expenses. We also maintain directors’ and officers’ liability insurance, but this insurance may not be sufficient to cover all amounts for which we are obligated to indemnify our directors and officers, and we may be unable to maintain this insurance on commercially reasonable terms, or at all, in the future.

The TBOC and our charter include provisions that may limit shareholders’ ability to bring a cause of action against our directors or officers for certain acts or omissions in their capacity as directors or officers of the Company, including minimum share ownership for derivative proceedings and the presumption of the business judgment rule.

The TBOC and our governing documents include certain provisions that may limit our shareholders’ ability to bring certain derivative claims against our officers and directors. For example, the TBOC provides

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that, if a public benefit corporation has a class of stock listed on a national securities exchange, shareholders that own at least the lesser of 2% of the company’s outstanding shares or shares whose market value is at least $2 million may maintain a derivative action on behalf of the company to enforce compliance with certain requirements of the TBOC. Based on the initial public offering price set forth on the cover page of this prospectus, 2% of our outstanding shares has a total dollar value of approximately $      .

The TBOC also permits corporations to request a court, at the start of a transaction (including a related party transaction) or inquiry into a derivative claim, to determine the independence and disinterestedness of directors serving on a special committee reviewing the transaction or directors or other individuals on panels reviewing derivative claims. Subsequent challenges to independence or disinterestedness would require new facts. Our bylaws will provide that these TBOC provisions will apply to us.

In addition, Section 21.419 of the TBOC sets forth certain presumptions concerning compliance by directors and officers with respect to their duties to a corporation, including the duty of care and duty of loyalty. Specifically, in taking or declining to take any action on any matters of a corporation’s business, Section 21.419, which applies to us, provides that a director or officer is presumed to have acted (i) in good faith, (ii) on an informed basis, (iii) in furtherance of the interests of the corporation and (iv) in obedience to the law and the corporation’s governing documents. These provisions are described as codifying the “business judgment rule.” In order to succeed in a cause of action against a director or officer, the company or a shareholder pursuing such an action must rebut one or more of the foregoing presumptions and prove with particularity the director or officer’s act or omission constituted a breach of duty as a director or officer and that such breach involved fraud, intentional misconduct, an ultra vires act or a knowing violation of law. Because we are organized as a public benefit corporation under the TBOC, our directors are also required to balance the pecuniary interests of our shareholders, the best interests of those materially affected by our conduct, and the specific public benefit or public benefits identified in our certificate of formation, as required by Section 21.957 of the TBOC. The interplay between the presumptions set forth in Section 21.419 and the balancing obligations imposed on directors of public benefit corporations under Section 21.957 has not been tested in court, and there can be no assurance as to how a court would apply the business judgment rule in the context of a claim that our directors failed to appropriately balance these interests.

Our bylaws will impose minimum stock ownership and solicitation requirements on shareholders seeking to submit proposals for shareholder approval, which could limit the ability of our shareholders to bring matters before a meeting of shareholders, including matters relating to our public benefit purpose.

Upon the completion of this offering, we will qualify as a “nationally listed corporation” under Section 21.373 of the TBOC, and our bylaws will provide that the shareholder proposal requirements permitted by that section will apply immediately upon qualifying as a “nationally listed corporation.” As a result, except with respect to director nominations and procedural resolutions ancillary to the conduct of a shareholders’ meeting, a shareholder or group of shareholders seeking to submit a proposal for approval at a meeting of shareholders will be required to satisfy specified ownership, holding-period and solicitation requirements.

Under these provisions, the proposing shareholder or shareholder group must hold an amount of voting shares (determined as of the date of submission of the proposal) equal to at least $1,000,000 in market value or 3% of our voting shares, must have held that amount continuously for at least six months before the date of the meeting and throughout the entire duration of the meeting, and must solicit holders of shares representing at least 67% of the voting power of shares entitled to vote on the proposal at the shareholder meeting. Based on the initial public offering price set forth on the cover page of this prospectus, 3% of our voting shares has a total dollar value of approximately $      .

These requirements are more restrictive than the requirements that would otherwise apply absent such a bylaw provision and may make it more difficult, or in some cases impracticable, for shareholders to submit proposals for consideration at a shareholders’ meeting. Because we are organized as a public benefit corporation under the TBOC, these restrictions may be particularly significant insofar as they could limit the ability of our shareholders to submit proposals relating to our public benefit purpose, the manner in which our directors balance the pecuniary interests of our shareholders, the best interests of those materially affected by our conduct, and the specific public benefit or public benefits identified in our certificate of

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formation, as required by Section 21.957 of the TBOC, or other matters arising under Subchapter S of the TBOC. As a result, our shareholders may have fewer opportunities to present proposals for shareholder approval, even on matters they believe are important, which could limit shareholder influence over corporate governance, our public benefit purpose and other matters.

Section 21.373 of the TBOC was enacted in 2025 and, while its enforceability has not yet been challenged in court and we do not have any material concerns related to enforceability of Section 21.373 or the related bylaws provision, like many new laws, we expect the enforceability of TBOC Section 21.373 will eventually be challenged.

Our bylaws place restrictions on the forum, venue and procedures for legal actions or proceedings initiated by our shareholders. These provisions could limit our shareholders’ ability to pursue certain claims and/or increase the cost of doing so and could also affect the procedures, rights, and remedies available to our shareholders in such legal actions or proceedings.

Our amended and restated bylaws will contain a section (the “Forum Selection Bylaw”), which provides that, unless we consent in writing to the selection of an alternative forum, the sole and exclusive forum for the filing, adjudication, and trial of all disputes between (i) one or more shareholders and (ii) us or our directors, officers, or controlling persons, or any underwriter of securities issued by us (or controlling person thereof) relating to any of the following: (1) any derivative proceeding, meaning a civil dispute brought in the right of us, including any derivative proceeding to enforce the requirements applicable to public benefit corporations under Subchapter S of the TBOC; (2) any action based on the governance, governing documents, or internal affairs of the Company, including any action relating to our public benefit purpose; (3) any action based on state securities or trade regulation laws; (4) any action based on the alleged act(s) or omission(s) by a person in its capacity as a shareholder, controlling person, director, officer or other managerial official of the Company; (5) any action based on the alleged breach(es) by one or more shareholders, controlling persons, directors, officers, or other managerial officials of a duty owed, in his or her capacity as such, to us or to any of our shareholders, including any alleged failure by directors to balance the pecuniary interests of shareholders, the best interests of those materially affected by our conduct, and the specific public benefit or public benefits identified in our certificate of formation as required by Section 21.957 of the TBOC; (6) an action seeking to hold any of our shareholders, controlling persons, directors, officers, or other managerial officials liable for an obligation of us, other than on account of a written contract signed by the person to be held liable in a capacity other than as a shareholder or managerial official; and (7) any action arising out of the TBOC, will be the Texas Business Court, Eighth Division (the “Business Court”) (each, an “Internal Dispute”). Further, our amended and restated bylaws will provide that, unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States of America will be the exclusive forum for the resolution of any cause of action arising under the Securities Act, including, in each case, the applicable rules and regulations promulgated thereunder (“Securities Act Claims”).

Accordingly, absent our written consent, our amended and restated bylaws will provide that Securities Act Claims must be brought in federal court and not in the Texas Business Court or in any other state court. Nonetheless, it is possible that a court could find our forum selection provisions to be inapplicable or unenforceable and, accordingly, we could be required to litigate claims in multiple jurisdictions, incur additional costs or otherwise not receive the benefits that we expect our forum selection provisions to provide. For the avoidance of doubt, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, and under Section 29 of the Exchange Act, and suits under Exchange Act will be required to be brought in federal court.

The selection of the Business Court as the exclusive forum for Internal Disputes may limit a shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, other managerial officials, or other employees, which may discourage lawsuits against us and our directors, officers, other managerial officials, and other employees. Except to the extent that we consent in writing, or a court of competent jurisdiction determines in a final and unappealable judgment, that an Internal Dispute is not subject to the sole and exclusive venue and forum or jurisdiction of the Business Court, a shareholder will not be permitted to litigate an Internal Dispute in federal court or in any state court other than the

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Business Court, and will not be able to avail itself of any potential advantages or procedural protections of such other forums. Any person or entity purchasing or otherwise acquiring any interest in our shares of capital stock will be deemed to have notice of and to have consented to these provisions. For more information, please refer to “Description of Capital Stock — Exclusive Forum and Venue, Jury Trial Waiver.”

In addition, our bylaws will provide that any person or entity purchasing or otherwise acquiring or holding any interest in shares of our stock shall be deemed to have irrevocably and unconditionally waived any right it may have to a trial by jury in any Internal Dispute. This will prevent a shareholder from requesting that a jury decide disputed issues of fact and may discourage lawsuits against us and our directors, officers, other managerial officials, and other employees.

These dispute resolution rules that our bylaws will establish for Internal Disputes are different from the procedural rules that would normally apply to the litigation of Internal Disputes in state or federal court. They may prevent a shareholder from availing itself of procedural protections that would be available under litigation in state or federal court and may render available or affect adversely the rights and remedies available to shareholders in such proceedings.

These dispute resolution rules may also result in greater costs being imposed on shareholders to litigate Internal Disputes, and in some cases involving lower amounts in controversy, the additional costs that may be imposed on shareholders to litigate Internal Disputes could exceed the potential recovery from such litigation.

In addition, because we are organized as a public benefit corporation under the TBOC, these dispute resolution provisions, including the exclusive forum selection and prohibition on class or collective actions, could limit the ability of our shareholders to enforce the obligations of our directors to balance the pecuniary interests of our shareholders, the best interests of those materially affected by our conduct, and the specific public benefit or public benefits identified in our certificate of formation, as required by Section 21.957 of the TBOC, or to bring derivative proceedings to enforce compliance with the requirements applicable to public benefit corporations under Subchapter S of the TBOC.

Although we maintain that our bylaws, including the Forum Selection Bylaw, accord with the law and are enforceable, it is possible that one or more provisions of our bylaws, including those regarding the exclusive forum for Internal Disputes or waiver of the right to proceed on a class, mass, or collective basis, may be found by a court to be inapplicable or unenforceable. In such case, we may incur additional costs or delays associated with resolving such actions, including in other jurisdictions, which could adversely affect our business, financial condition, or results of operations.

Risks Related to Regulation and Legal Proceedings

As a Texas public benefit corporation, we may be subject to increased derivative litigation concerning our duty to balance shareholder and public benefit interests, the occurrence of which may have an adverse impact on our financial condition and results of operations.

Shareholders of a Texas public benefit corporation (if they, individually or collectively, own at least the lesser of 2% of the company’s outstanding shares or shares whose market value is at least $2 million) are entitled to file a derivative lawsuit claiming the directors failed to balance shareholder and public benefit interests. This potential liability does not exist for traditional corporations. Therefore, we may be subject to the possibility of increased derivative litigation, which would require the attention of our management, and, as a result, may adversely impact our management’s ability to effectively execute our strategy. Additionally, any such derivative litigation may be costly, which may have an adverse impact on our financial condition and results of operations.

We and others in our industry are subject to allegations of intellectual property infringement which, if resolved against us, could reduce our revenues, cause us to lose customers or increase our costs.

Wireless communications providers have been the subject of third-party allegations of intellectual property rights infringement and we cannot be certain that our products do not and will not infringe the intellectual property rights of others. In some instances, these third-party allegations have progressed to

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lawsuits alleging infringement of patent and other rights. We may in the future be a target of lawsuits alleging that our service and/or product offerings infringe third parties’ intellectual property rights. Any such allegations, whether or not meritorious, could result in costly litigation and divert the efforts of our legal staff and other personnel. While we will seek appropriate assurances and indemnification from vendors, if it is ultimately determined that a third-party has enforceable intellectual property rights with respect to our services, it may adversely affect our results of operations or prevent us from offering our services. If we are found liable for infringement, we may be required to enter into licensing agreements (if available on acceptable terms or at all) or pay damages and cease making or selling certain products. In addition, we may need to redesign some of our service offerings to avoid future infringement liability.

We may become involved in claims, lawsuits, government investigations, and other proceedings that could adversely affect our business, financial condition, and results of operations.

From time to time, we may become involved in litigation matters, such as matters incidental to the ordinary course of our business, including intellectual property, commercial, employment, class action, whistleblower, accessibility, and other litigation and claims, and governmental and other regulatory investigations and proceedings. Such matters can be time-consuming, divert management’s attention and resources, cause us to incur significant expenses or liability, or require us to change our business practices. In addition, the expense of litigation and the timing of these expenses from period to period are difficult to estimate, subject to change, and could adversely affect our financial condition and results of operations. Because of the potential risks, expenses, and uncertainties of litigation, we may, from time to time, settle disputes, even where we have meritorious claims or defenses, by agreeing to settlement agreements. Any of the foregoing could adversely affect our business, financial condition, and results of operations.

We are subject to the Telephone Consumer Protection Act and similar state telemarketing laws, and violations and class action litigation related thereto could result in substantial statutory damages and harm to our business.

We market our services, and communicate with current and prospective customers, using telephone calls and text messages, which subjects us to the Telephone Consumer Protection Act (“TCPA”) and similar state laws restricting telemarketing calls, automated or prerecorded calls, and text messages, as well as evolving FCC rules regarding consent, revocation of consent, and robocall mitigation. The TCPA and similar state statutes provide for statutory damages of $500 to $1,500 per violation, without any requirement to prove actual damages, and claims are frequently brought as class actions, which can result in aggregate exposure that is disproportionate to any actual harm and that is difficult to predict or insure against. We have been, and may in the future be, subject to demands, claims, or litigation alleging violations of the TCPA or similar laws, whether based on our own marketing practices, those of our vendors or business partners acting on our behalf, or changes in the consent status of a customer or prospective customer that we are unaware of. Any such claims, regardless of merit, could result in significant defense costs, settlements, or judgments, and could harm our reputation and divert management attention, any of which could adversely affect our business, financial condition, and results of operations.

Compliance with the current regulatory framework and any changes in regulations or in the regulatory framework under which we operate could adversely affect our business, financial condition, and operating results.

We are subject to regulatory oversight by various federal, state, and local agencies, as well as judicial review and actions, on issues related to the telecommunications industry that include, but are not limited to, Universal Service Fund (“USF”), 911 services, robocalling/robotexting, consumer protection, consumer privacy, and cybersecurity.

The FCC regulates the licensing, construction, modification, operation, ownership, sale, and interconnection of wireless communications systems, as do some state and local regulatory agencies. Additionally, the FTC and other federal and state agencies have asserted that they have jurisdiction over some consumer protection matters, and the elimination and prevention of anticompetitive business practices with respect to the provision of wireless products and services.

We cannot assure that any federal, state, or local agencies with jurisdiction over us will not adopt or change regulations, change or discontinue existing programs, implement new programs, or take enforcement

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or other actions that would adversely affect our business, impose new costs, or require changes in current or planned operations, including timing of the shutdown of legacy technologies.

We also face potential investigations by, and inquiries from or actions by state public utility commissions. We also cannot assure that Congress will not amend the Communications Act, from which the FCC obtains its authority, and which serves to limit state authority, or enact other legislation in a manner that could be adverse to our business.

Failure to comply with applicable regulations could have a material adverse effect on our business, financial condition, and operating results. We could be subject to fines, forfeitures, and other penalties for failure to comply with the FCC or other governmental regulations, even if any such noncompliance was unintentional. Any related fines or forfeitures, could adversely affect our business, financial condition, and operating results.

Government regulation of the internet and e-commerce is evolving, and unfavorable changes or failure by us to comply with these regulations could substantially harm our business and results of operations.

We are subject to general business regulations and laws as well as regulations and laws specifically governing the internet and e-commerce. Existing and future regulations and laws could impede the growth of the internet, e-commerce or mobile commerce. These regulations and laws may involve taxes, tariffs, privacy and data security, anti-spam, content protection, electronic contracts and communications, consumer protection, and internet neutrality. It is not clear how existing laws governing issues such as property ownership, sales and other taxes, and consumer privacy apply to the internet as the vast majority of these laws were adopted prior to the advent of the internet and do not contemplate or address the unique issues raised by the internet or e-commerce. It is possible that general business regulations and laws, or those specifically governing the internet or e-commerce, may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices. We cannot be sure that our practices have complied, comply, or will comply fully with all such laws and regulations. Any failure, or perceived failure, by us to comply with any of these laws or regulations could result in damage to our reputation, a loss in business and proceedings, or actions against us by governmental entities or others. Any such proceeding or action could hurt our reputation, force us to spend significant amounts in defense of these proceedings, distract our management, increase our costs of doing business, decrease the use of our sites by customers and suppliers, and may result in the imposition of monetary liability. We may also be contractually liable to indemnify and hold harmless third parties from the costs or consequences of non-compliance with any such laws or regulations.

In addition, it is possible that governments of one or more countries may seek to censor content available on our website or may even attempt to completely block access to our website. Adverse legal or regulatory developments could substantially harm our business. In particular, in the event that we are restricted, in whole or in part, from operating in one or more countries, our ability to retain or increase our customer base may be adversely affected, and we may not be able to maintain or grow our net revenue and expand our business as anticipated.

Laws and regulations relating to the handling of privacy, data protection, and AI may result in increased costs, legal claims, fines, or reputational damage.

More than a dozen states have enacted new, comprehensive privacy laws that create new data privacy rights for residents of those states and new compliance obligations for us and the industry in general, in addition to private rights of action for certain types of data breaches. These include the California Consumer Privacy Act (“CCPA”) and similar laws in other states. Pending legislation in a number of other states would create similar laws elsewhere. All of these new privacy laws and others that we expect to be developed and enacted going forward will impose additional data protection obligations and potential liability on companies such as ours doing business in those states. Further, privacy laws also limit our ability to collect and use personal information.

We have incurred and will continue to incur significant implementation costs to ensure compliance with the CCPA, new privacy laws in other states, and their related regulations, including managing the complexity of laws that vary from state to state. Both federal and state governments are considering additional

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privacy laws and regulations which, if passed, could further impact our business, strategies, offerings, and initiatives and cause us to incur further costs. Any actual or perceived failure to comply with the CCPA, other data privacy laws or regulations, or related contractual or other obligations, or any perceived privacy rights violation, could lead to investigations, claims, and proceedings by governmental entities and private parties, damages for contract breaches, and other significant costs, penalties, and other liabilities, as well as harm to our reputation and market position.

AI-related laws and regulations continue to remain uncertain and may vary from jurisdiction to jurisdiction. Our obligations to comply with the evolving legal and regulatory landscape may require us to incur significant additional costs or limit our ability to incorporate certain AI capabilities into our business operations or product offerings. As we integrate AI technologies into our business, we must navigate varying regulations that could impact our operations and product development. Additionally, the use of AI may also raise certain ethical issues or concerns, and while we are focused on developing and implementing AI responsibly, we may be unable to identify or resolve those issues before they arise. Failure to comply with these regulations or prevent AI-related issues or unintended consequences from occurring, could result in fines, penalties, or restrictions on our use of AI, which could adversely affect our business.

If tax laws change or we experience adverse outcomes resulting from examination of our tax returns or disagreements with taxing authorities, it could adversely affect our business, financial condition, and results of operations.

We are subject to tax in the United States. The United States has recently proposed or recommended changes to existing tax laws and has enacted new laws that could significantly increase our tax obligations or require us to change the manner in which we operate our business. For example, in August 2022, the Inflation Reduction Act (the “IRA”) was signed into law. The IRA, among other things, includes a new 15% corporate minimum tax as well as a 1% excise tax on corporate stock repurchases, subject to certain exceptions. In addition, in July 2025, the One Big Beautiful Bill Act (the “OBBBA”) was signed into law. The OBBBA introduced significant changes to numerous areas of U.S. federal income tax law, including permanency of certain provisions in the 2017 Tax Cuts and Jobs Act, and changes to R&D expensing, bonus depreciation, and international tax provisions. The application and interpretation of these laws affect our operations in complex ways and are subject to change, and some changes may be retroactively applied. Additional guidance with respect to any of these rules or other changes in tax law could materially affect our financial position, tax obligations, and effective tax rate.

In addition, we are subject to the examination of our income and other tax returns by the IRS and other tax authorities. We regularly assess the likelihood of adverse outcomes resulting from such examinations to determine the adequacy of our provision for income taxes. Although we believe we have made appropriate provisions for taxes in the jurisdictions in which we operate, changes in the tax laws or challenges from tax authorities under existing tax laws could adversely affect our business, financial condition, and results of operations.

Our insurance program may not cover claims brought against us, deny coverage of claims, or be inadequate to cover future losses.

We maintain third-party insurance to cover our exposure to certain property and casualty losses and are insured for certain retentions, claims, and expenses related to other property and casualty losses, including product liability, and cybersecurity and data privacy losses. Settlement or judgements of claims brought against us may not be covered by insurance or, if covered, our claim may be denied or subject to insurance coverage limits provided by third-party insurers that are insufficient to fully cover unanticipated losses.

Litigation brought against us, regardless of its merits, could be costly to defend and could result in increases of our insurance premiums and exhaust any insurance coverage that we may have. The financial impact of such litigation is difficult to assess or quantify but could adversely affect our business, results of operations, and financial condition. Even where the claim should be covered by insurance, we may have to pay in full before obtaining any insurance proceeds. Product liability insurance for these types of claims is becoming more limited and may not be available to us at amounts that we historically have obtained or that we would like to obtain.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. These forward-looking statements reflect our current views with respect to, among other things, future events and our financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “would” and “outlook,” or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.

There are or will be important factors that could cause our actual results to differ materially from those indicated in these forward-looking statements, including, but not limited to, the following:

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competition in the wireless industry from national MNOs, regional carriers, MVNOs, and emerging technologies, including competitive pricing pressure and its effect on our profitability and cash flows;

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our ability to adapt to rapid technological change and evolving consumer demand, including through our use of artificial intelligence;

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higher-than-expected customer turnover and its effect on our revenues and marketing costs;

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our history of losses and our ability to achieve or sustain profitability;

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our dependence on our wireless carrier partners’ networks, technology, and contractual agreements, and our carrier partners’ ability to maintain required FCC licenses and governmental approvals;

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our ability to obtain network capacity at favorable rates, scale our business systems and processes, and achieve sufficient performance and adoption of our wireless data and prepaid services;

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our ability to protect and enforce our intellectual property rights and defend against intellectual property infringement allegations;

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integration and other risks associated with potential mergers, acquisitions, or strategic investments;

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our reliance on third-party suppliers and service providers for critical aspects of our business;

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our ability to expand our sales and marketing capabilities and grow our customer base while balancing near-term profitability and long-term growth;

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the accuracy of our internal metrics and the size of our market estimates;

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our ability to attract, develop, and retain key employees and senior management, including the cost impact of our U.S.-based customer service operations;

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adverse macroeconomic and geopolitical conditions and their effect on consumer spending and demand for our services;

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damage to our reputation or brand;

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the impact of political and regulatory developments and our political contributions and statements;

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our need for additional capital and the terms on which such capital may be available;

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cybersecurity incidents, data breaches, and other security or technical failures;

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natural disasters, public health crises, political crises, and other catastrophic events affecting our operations;

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risks associated with our status as a Texas public benefit corporation, including our ability to achieve our public benefit purpose, the effect of our public benefit obligations on financial performance and stockholder returns, our attractiveness as an acquisition target, and increased derivative litigation risk;

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costs and management attention required as a result of operating as a public company for the first time;

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our dependence on distributions from Patriot Mobile Holdings LLC and the limitations on its ability to make such distributions;

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our substantial payment obligations under the Tax Receivable Agreement with the Continuing Equity Holders, including the potential acceleration of or payments in excess of actual tax benefits realized, and the non-reimbursement risk arising from disallowed tax benefits;

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involvement in claims, lawsuits, and government investigations;

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compliance with telecommunications regulations, internet and e-commerce regulations, and any changes in the regulatory frameworks governing our business;

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privacy, data protection, and artificial intelligence laws and regulations and the costs of compliance;

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changes in tax laws, adverse outcomes from examination of our tax returns, and limitations on our ability to utilize our net operating loss carryforwards and other tax attributes;

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the adequacy of our insurance program to cover claims brought against us;

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our substantial level of indebtedness and its effect on our financial condition and operational flexibility; and

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other factors that are discussed in the section entitled “Risk Factors,” beginning on page 23.

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The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this prospectus. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and we do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New factors emerge from time to time, and it is not possible for us to predict which will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

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USE OF PROCEEDS

We expect to receive $      million of net proceeds (assuming the midpoint of the price range set forth on the cover page of this prospectus) from the sale of Class A common stock by us in this offering, after deducting underwriting discounts and commissions. If the underwriters exercise in full their option to purchase     additional shares of Class A common stock from us, we estimate that the net proceeds will be $      million, after deducting underwriting discounts and commissions.

We estimate that the offering expenses (other than the underwriting discount and commissions) will be approximately $      million. All of such offering expenses will be paid for or otherwise borne by Patriot Mobile Holdings LLC.

We intend to use the net proceeds from this offering to purchase     newly issued LLC Units for approximately $      million directly from Patriot Mobile Holdings LLC (or     LLC Units from Patriot Mobile Holdings LLC for $      million in aggregate if the underwriters exercise in full their option to purchase additional shares of Class A common stock).

Patriot Mobile Holdings LLC intends to use the net proceeds from the issuance of newly issued LLC Units to us, as follows: (i) redeem LLC Units from certain Continuing Equity Holders for $      million in aggregate at a price per unit equal to the initial public offering price per share of Class A common stock in this offering, (ii) to repay up to $      million of borrowings outstanding under our Line of Credit, (iii) to pay estimated offering expenses of $      million, and (iv) the remainder, if any, for general corporate purposes, which may include funding for opportunistic acquisitions, working capital requirements, capital expenditures and the repayment, refinancing, redemption or repurchase of indebtedness or other securities. Upon each redemption of LLC Units from the Continuing Equity Holders, the corresponding shares of Class B Common Stock will automatically be transferred to Patriot Mobile Inc. for no consideration and canceled.

As of            , 2026, outstanding borrowings under our Line of Credit totaled $      million. Borrowings under the Line of Credit bear interest at a floating rate equal to the greater of (i) four percent (4%) and (ii) the Prime Rate published in the Wall Street Journal. The interest rate as of            , 2026 was    % and the Line of Credit matures on November 10, 2027. Total borrowing capacity under the Line of Credit was increased to $10.0 million through March 2027 and steps down to $7.5 million from April 2027 until maturity. The Line of Credit is guaranteed by Glenn Story, Bryan Bradford and Shadowlawn Investments, LP, an affiliate of Bryan Bradford, and accordingly the repayment of these borrowings with the net proceeds of this offering would release those guarantees and benefit those related parties. For more information see “Certain Relationships and Related Persons Transactions — Line of Credit Guarantees” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Indebtedness.”

If the underwriters exercise in full their option to purchase additional shares of Class A common stock, we intend to contribute all of the additional net proceeds to Patriot Mobile Holdings LLC in exchange for additional LLC Units. Patriot Mobile Holdings LLC intends to use such additional net proceeds for general corporate purposes, which may include funding for opportunistic acquisitions, working capital requirements, capital expenditures and the repayment, refinancing, redemption or repurchase of indebtedness or other securities.

A $1.00 increase or decrease in the assumed initial public offering price of $      per share would cause the net proceeds from this offering, after deducting the underwriting discounts and commissions, to increase or decrease, respectively, by $      million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same. Each     share increase (decrease) in the number of shares offered by us in this offering would increase (decrease) the net proceeds to us by approximately $      million and, in turn, increase (decrease) the net proceeds by approximately $      million used to purchase newly issued LLC Units from Patriot Mobile Holdings LLC, assuming that the price per share for the offering remains at $      (which is the midpoint of the price range set forth on the cover page of this prospectus), and after deducting the underwriting discount. If the proceeds increase due to a higher initial public offering price or due to the issuance of additional shares, we will use the additional net proceeds for general corporate purposes. If the proceeds decrease due to a lower initial public offering price or a

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decrease in the number of shares issued, we will contribute fewer net proceeds to Patriot Mobile Holdings LLC, which may reduce by a corresponding amount the net proceeds directed to repay the Line of Credit.

The expected use of net proceeds from this offering represents our intentions based upon our present plans and business conditions. We cannot predict with certainty all of the particular uses for the proceeds from this offering or the amounts that we will actually spend on the uses set forth above. Accordingly, our management will have significant flexibility in applying the net proceeds from this offering. The timing and amount of our actual expenditures will be based on many factors, including cash flows from operations and the anticipated growth of our business and alternatives available to use following the offering. For example, we may elect to refinance the Line of Credit rather than repay it in full. Pending our use of the net proceeds from this offering, we intend to invest the net proceeds in a variety of capital preservation investments, including short-term and intermediate-term, investment-grade, interest-bearing instruments, and U.S. government securities.

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DIVIDEND POLICY

We currently intend to retain all available funds and any future earnings to fund the development and growth of our business, and therefore we do not anticipate declaring or paying any cash dividends on our Class A common stock in the foreseeable future. Except in certain limited circumstances, holders of our Class B common stock are not entitled to participate in any dividends declared by our board of directors. Furthermore, because we are a holding company, our ability to pay cash dividends on our Class A common stock depends on our receipt of cash distributions from Patriot Mobile Holdings LLC. Our ability to pay dividends may be restricted by the terms of any future credit agreement or any future debt or preferred equity securities of ours. See “Description of Capital Stock” and “Management’s Discussion and Analysis of Financial Condition and Results of Operation — Liquidity and Sources of Capital.” Any future determination as to the declaration and payment of dividends, if any, will be at the discretion of our board of directors and subject to the requirements of applicable law, compliance with contractual restrictions and covenants in the agreements governing our future indebtedness. Any such determination will also depend upon our business prospects, results of operations, financial condition, cash requirements and availability and other factors that our board of directors may deem relevant.

Accordingly, you may need to sell your shares of our Class A common stock to realize a return on your investment, and you may not be able to sell your shares at or above the price you paid for them. See “Risk Factors — Risks Related to our Class A Common Stock and This Offering.” Because we have no current plans to pay regular cash dividends on our Class A common stock following this offering, you may not receive any return on investment unless you sell your Class A common stock for a price greater than that which you paid for it.

Immediately following this offering, we will be a holding company, and our principal asset will be the LLC Units we purchase from Patriot Mobile Holdings LLC and from the Continuing Equity Holders. Patriot Mobile Holdings LLC, in turn, will be a holding company, the principal asset of which will consist of 100% of the outstanding membership interests in Patriot Mobile LLC, and will be the sole managing member of Patriot Mobile LLC. If we decide to pay a dividend in the future, we would need to cause Patriot Mobile LLC to make distributions to Patriot Mobile Holdings LLC, and to cause Patriot Mobile Holdings LLC to make distributions to us, in an amount sufficient to cover such dividend. If Patriot Mobile Holdings LLC makes such distributions to us, the other holders of LLC Units will be entitled to receive pro rata distributions. See “Risk Factors — Risks Related to Our Corporate Structure.” Our principal asset after the completion of this offering will be our interest in Patriot Mobile Holdings LLC, and, as a result, we will depend on distributions from Patriot Mobile Holdings LLC to pay our taxes and expenses, including payments under the Tax Receivable Agreement. Patriot Mobile Holdings LLC’s ability to make such distributions may be subject to various limitations and restrictions.

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CAPITALIZATION

The following table sets forth our consolidated cash and cash equivalents and capitalization as of June 30, 2026:

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on a historical basis;

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on a pro forma basis for Patriot Mobile Inc., giving effect to the Reorganization; and

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•

on a pro forma basis prepared in accordance with Article 11 of Regulation S-X giving effect to the transactions described under “Unaudited Pro Forma Condensed Consolidated Financial Information,” included elsewhere in the prospectus, which reflects the sale by us of        per shares of Class A common stock in this offering at an assumed initial public offering price of $      share (the midpoint of the range set forth on the cover page of this prospectus) and the application of the proceeds therefrom as described in “Use of Proceeds.”

​

The information below is illustrative only and our capitalization following this offering will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing. Cash and cash equivalents are not components of our total capitalization. You should read this table together with the other information contained in this prospectus, including “Our Organizational Structure,” “Use of Proceeds,” “Unaudited Pro Forma Condensed Consolidated Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the historical financial statements and related notes thereto included elsewhere in this prospectus.

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​

(1)

Patriot Mobile Inc. was incorporated on July 31, 2026. The data in this table has been derived from the historical consolidated financial statements included elsewhere in this prospectus, which pertain to the assets, liabilities, revenues and expenses of our accounting predecessor, Patriot Mobile LLC.

​

(2)

The pro forma and pro forma, as adjusted, columns include the Patriot Mobile LLC interests owned by the Continuing Equity Holders, which represents    % of the LLC Units. A $1.00 increase (decrease) in the assumed initial public offering price of $      per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the pro forma amount of each of cash and cash equivalents, additional paid-in capital, total stockholders’ equity, and total capitalization by approximately $      million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions.

​

(3)

As of June 30, 2026, total outstanding borrowings under the Line of Credit were $6.5 million, total outstanding borrowings under the convertible related party notes were $3.5 million and total outstanding borrowings under the notes payable were $0.2 million.

​

The table above does not reflect        shares of Class A common stock issuable upon settlement of the IPO RSUs that we expect to grant under our 2026 Plan immediately following the closing of this offering, which will be fully vested upon grant and will settle in tranches over the        -month period following the closing of this offering with the first tranche settling           .

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DILUTION

Purchasers of our Class A common stock in this offering will experience immediate and substantial dilution in the net tangible book value (tangible assets less total liabilities) per share of our Class A common stock for accounting purposes. Our pro forma net tangible book value as of June 30, 2026 after giving pro forma effect to the Reorganization was $      million, or $      per share of Class A common stock.

Pro forma net tangible book value per share is determined by dividing our pro forma net tangible book value, or total tangible assets less total liabilities, by our shares of Class A common stock that will be outstanding immediately prior to the closing of this offering, including giving effect to the Reorganization (assuming that 100% of our Class B common stock has been canceled in connection with a redemption of LLC Units for Class A common stock). Assuming an initial public offering price of $      per share (which is the midpoint of the price range set forth on the cover page of this prospectus), after giving pro forma effect to the sale of the shares in this offering and further assuming the receipt of the estimated net proceeds (after deducting estimated underwriting discounts and commissions and the application of such proceeds, except for the repayment of debt under our Line of Credit, as described in the as adjusted column in “Capitalization”), our as adjusted pro forma net tangible book value as of June 30, 2026 would have been $      million, or $      per share. This represents an immediate increase in the pro forma net tangible book value of $      per share to our existing investors and an immediate dilution to new investors purchasing shares in this offering of $      per share, resulting from the difference between the assumed offering price and the as adjusted pro forma net tangible book value after giving effect to the Reorganization and this offering. The following table illustrates the per share dilution to new investors purchasing shares in this offering (assuming that 100% of our Class B common stock has been canceled in connection with a redemption of LLC Units for Class A common stock):

​

(1)

If the initial public offering price of $      per share, which is the midpoint, were to increase or decrease by $1.00 per share, of the estimated price range set forth on the cover page of this prospectus, then dilution in pro forma net tangible book value per share to new investors in this offering would equal $      or $      , respectively.

​

The following table summarizes, on an adjusted pro forma basis as of June 30, 2026, the total number of shares of Class A common stock owned by our existing investors (assuming that 100% of our Class B common stock has been canceled in connection with a redemption of LLC Units for Class A common stock) and to be owned by new investors, the total consideration paid and the average price per share paid by our existing investors and to be paid by new investors in this offering at $      per share, calculated before deduction of estimated underwriting discounts and commissions.

The data in the table excludes the shares of Class A common stock that may be reserved for issuance under any long-term incentive plan that may be adopted. The data in the table also excludes       shares of

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Class A common stock issuable upon settlement of the IPO RSUs that we expect to grant under our 2026 Plan immediately following the closing of this offering which will be fully vested upon grant and will settle in tranches over the     -month period following the closing of this offering with the first tranche settling on         . To the extent the shares underlying the IPO RSUs are delivered, investors purchasing Class A common stock in this offering will experience further dilution.

Each $1.00 increase (decrease) in the initial public offering price of $      per share of Class A common stock would increase (decrease) the total consideration paid by new investors in this offering and the total consideration paid by all holders of Class A common stock by $      million, assuming the number of shares of Class A common stock offered by us, as set forth on the cover page of this prospectus, remains the same, after deducting the estimated underwriting discounts and commissions.

If the underwriters exercise in full their option to purchase additional shares of Class A common stock, the number of shares of Class A common stock being offered in this offering will be increased to     , with such additional shares representing    % of the total number of shares of Class A common stock.

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

The following unaudited pro forma condensed consolidated statements of operations for the six months ended June 30, 2026, and the year ended December 31, 2025, give effect to the pro forma adjustments related to the Reorganization, which we refer to as “Reorganization Transaction Adjustments,” and the Offering Transactions, which we refer to as the “Offering Adjustments.” We refer to the Reorganization Transaction Adjustments and the Offering Adjustments collectively as the “Reorganization Transactions and Offering.” The Reorganization Transactions and the Offering Transactions are collectively referred to as the “Transactions.” The unaudited pro forma condensed consolidated statements of operations for the six months ended June 30, 2026, and the year ended December 31, 2025, give pro forma effect to the Transactions as if they had occurred on January 1, 2025. The unaudited pro forma balance sheet information as of June 30, 2026, gives effect to the pro forma adjustments as if they had occurred on June 30, 2026. See “Capitalization.” The unaudited pro forma condensed consolidated financial information has been prepared by our management and is based on Patriot Mobile LLC’s historical financial statements and the assumptions and adjustments described in the notes to the unaudited pro forma condensed consolidated financial information below.

We based the pro forma adjustments on available information and on assumptions that we believe are reasonable under the circumstances in order to reflect, on a pro forma basis, the impact of the relevant transactions on the historical financial information of Patriot Mobile LLC. See the notes to unaudited pro forma condensed consolidated financial information below for a discussion of assumptions made. The unaudited pro forma condensed consolidated financial information does not purport to be indicative of our results of operations or financial position had the relevant transactions occurred on the dates assumed and does not project our results of operations or financial position for any future period or date.

The Reorganization Transaction Adjustments are described in the notes to the unaudited pro forma condensed consolidated financial information, and primarily include:

•

The Reorganization described under “Our Organizational Structure”; including the issuance of             shares of our Class B common stock to the Continuing Equity Holders, which is equal to the number of LLC Units held by such Continuing Equity Holders, at the time of such issuance of Class B common stock, for nominal consideration; and

​

•

The effects of the Tax Receivable Agreement, as described under “Certain Relationships and Related Persons Transactions — Tax Receivable Agreement”;

​

The Offering Adjustments are described in the notes to the unaudited pro forma condensed consolidated financial information, and primarily include:

•

The issuance of shares of our Class A common stock to the purchasers in this offering in exchange for net proceeds of approximately $       million, assuming that the shares are offered at $       per share (the midpoint of the price range listed on the cover page of this prospectus), after deducting underwriting discounts and commissions but before offering expenses;

​

•

The application directly and indirectly by Patriot Mobile Inc. of the net proceeds from this offering to acquire newly issued LLC Interests from Patriot Mobile Holdings LLC at a purchase price per LLC Interest equal to the initial public offering price of Class A common stock net of underwriting or placement agent discounts and/or commissions;

​

•

The application of a portion of the proceeds of the sale of LLC Interests to Patriot Mobile Inc. to (i) pay fees and expenses of approximately $       million in connection with this offering, (ii) repay in full the outstanding indebtedness under the Line of Credit and (iii) as otherwise set forth in “Use of Proceeds”;

​

•

The recognition of a non-controlling interest in Patriot Mobile Holdings LLC held by the Continuing Equity Owners, which will be exchangeable for shares of Class A common stock on a one-for-one basis in accordance with the terms of the Patriot Mobile Holdings LLC Agreement;

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•

The issuance of restricted stock units (“RSU”s) granted to certain of our directors and employees in connection with the completion of this offering; and

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•

A provision for corporate income taxes on the income of Patriot Mobile Holdings LLC allocable to Patriot Mobile Inc., inclusive of all U.S. federal, state, local, and foreign income taxes.

​

Our historical financial information as of June 30, 2026, and for the six months ended June 30, 2026, and the year ended December 31, 2025, has been derived from Patriot Mobile LLC’s unaudited condensed consolidated financial statements as of and for the six months ended June 30, 2026, and audited consolidated financial statements for the fiscal year ended December 31, 2025, included elsewhere in this prospectus. The unaudited pro forma financial information has been prepared on the basis that we will be taxed as a corporation for U.S. federal and state income tax purposes and, accordingly, will be a taxpaying entity subject to U.S. federal, state and foreign income taxes. The unaudited pro forma financial information was prepared in accordance with Article 11 of SEC Regulation S-X. See the accompanying notes to the unaudited pro forma financial information for a discussion of assumptions made.

The unaudited pro forma financial information has been prepared for illustrative purposes only and is not necessarily indicative of financial results that would have been attained had the described transactions occurred on the dates indicated above or that could be achieved in the future. Future results may vary significantly from the results reflected in the unaudited pro forma condensed consolidated statements of operations and should not be relied on as an indication of our results after the consummation of this offering and the other transactions contemplated by such unaudited pro forma financial information. However, our management believes that the assumptions provide a reasonable basis for presenting the significant effects of the transactions as contemplated and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma financial information.

As a public company, we will be implementing additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies. We expect to incur additional annual expenses related to these steps and, among other things, additional directors’ and officers’ liability insurance, director fees, costs to comply with the reporting requirements of the SEC, transfer agent fees, hiring of additional accounting, legal and administrative personnel, increased auditing and legal fees and similar expenses. We have not included any pro forma adjustments relating to these costs.

Because Patriot Mobile Inc. was formed on July 31, 2026 and prior to the offering had no material assets or results of operations until the completion of the offering, its historical financial information is not included in the unaudited pro forma condensed consolidated financial information as of or for the six months ended June 30, 2026, or for the year ended December 31, 2025.

We will be a holding company, and upon consummation of this offering and the application of proceeds therefrom, our principal asset will consist of LLC Units we acquire directly from Patriot Mobile Holdings LLC and from each Continuing Equity Holder, collectively representing an aggregate    % economic interest in Patriot Mobile Inc. The remaining    % economic interest in Patriot Mobile Holdings LLC will be owned by the Continuing Equity Holders through their ownership of LLC Units, assuming no exercise of the underwriters’ option to purchase additional shares of Class A common stock. We will be the sole managing member of Patriot Mobile Holdings LLC. We will operate and control all of the business and affairs of Patriot Mobile Holdings LLC and, through Patriot Mobile Holdings LLC, conduct our business.

Our organizational structure following this offering is commonly referred to as an Up-C structure, which is often used by partnerships and limited liability companies when they undertake an initial public offering of their business. The Up-C structure will allow the Continuing Equity Holders to retain their equity ownership in Patriot Mobile Holdings LLC following the offering and to continue to realize tax benefits associated with owning interests in an entity that is treated as a partnership, or “flow-through” entity, for U.S. federal income tax purposes. Investors in this offering will, by contrast, hold their equity ownership in Patriot Mobile Inc., a Texas corporation that is a domestic corporation for U.S. federal income tax purposes, in the form of shares of Class A common stock. One of the potential tax benefits to the Continuing Equity Holders associated with this structure is that future taxable income of Patriot Mobile Holdings LLC that is allocated to the Continuing Equity Holders will be taxed on a flow-through basis and, therefore, will not be subject to corporate taxes at the entity level. Additionally, because the Continuing Equity Holders may have their LLC Units redeemed by Patriot Mobile Holdings LLC (or at our option, directly exchanged

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with Patriot Mobile Inc.) for newly issued shares of our Class A common stock on a one-for-one basis (subject to customary adjustments, including for stock splits, stock dividends, and reclassifications) or, at our option, for cash, the Up-C structure also provides the Continuing Equity Holders with potential liquidity that holders of non-publicly traded limited liability companies are not typically afforded. In connection with any such redemption or exchange of LLC Units, a corresponding number of shares of Class B common stock held by the relevant Continuing Equity Holder will automatically be transferred to Patriot Mobile Inc. for no consideration and be canceled. The Continuing Equity Holders and Patriot Mobile Inc. also each expect to benefit from the Up-C structure as a result of certain cash tax savings arising from redemptions or exchanges of the Continuing Equity Holder’s LLC Units for Class A common stock or cash, and certain other tax benefits covered by the Tax Receivable Agreement discussed in “Certain Relationships and Related Persons Transactions — Tax Receivable Agreement.” In general, the Continuing Equity Holders expect to receive payments under the Tax Receivable Agreement in amounts equal to    % of certain tax benefits, as described below, and Patriot Mobile Inc. expects to benefit in the form of cash tax savings in amounts equal to    % of such tax benefits, as described below. Any payments made by us to the Continuing Equity Holders under the Tax Receivable Agreement will reduce cash otherwise arising from such tax savings. We expect such payments will be substantial.

Because the Continuing Equity Holders will hold their economic interests directly in Patriot Mobile Holdings LLC, rather than through Patriot Mobile Inc., the interests of such holders may conflict with those of the holders of shares of Class A common stock of Patriot Mobile Inc. For example, the Continuing Equity Holders may have a different tax position from the holders of Class A common stock of Patriot Mobile Inc., which could influence decisions regarding whether and when Patriot Mobile Holdings LLC should dispose of assets or incur new indebtedness, undergo certain changes of control within the meaning of the Tax Receivable Agreement or terminate the Tax Receivable Agreement. In addition, the structuring of future transactions may take into consideration these tax or other considerations even where no similar benefit would accrue to the holders of shares of Class A common stock of Patriot Mobile Inc. Additionally, if Patriot Mobile Inc. elects to redeem LLC Units of Patriot Mobile Holdings LLC for cash instead of shares of Class A common stock, such an election may potentially create limited liquidity for Patriot Mobile Inc.

We expect to benefit from the remaining    % of cash savings, if any, that we realize. Due to the uncertainty in the amount and timing of future exchanges of LLC Units by LLC Unitholders and purchases of LLC Units from LLC Unitholders, the unaudited pro forma financial information assumes that no future exchanges or purchases of LLC Units have occurred and therefore no increases in tax basis in the Patriot Mobile Holdings LLC assets or other tax benefits that may be realized thereunder have been assumed in the unaudited pro forma financial information. Additionally, amounts payable under the Tax Receivable Agreement are contingent upon, among other things, generation of sufficient future taxable income during the term of the Tax Receivable Agreement. As such, there is no resulting liability related to the Tax Receivable Agreement in connection with the Reorganization Transactions as the associated deferred tax assets are fully offset by a valuation allowance. As a result of the full valuation allowance, changes in the assumed number of LLC Units exchanged or the assumed share price would have no impact on the amount of deferred tax assets or Tax Receivable Agreement liability recorded as of the date of this prospectus.

Upon an exchange under the exchange feature, an additional Tax Receivable Agreement liability will be recorded against stockholders’ equity based on the amounts that are probable (not subject to a valuation allowance) and reasonably estimable of being paid under the Tax Receivable Agreement. Similarly, changes in both the deferred tax asset and valuation allowance that result from subsequent exchanges shall be reflected as charges against stockholders’ equity. Any subsequent changes to the Tax Receivable Agreement liability that are not related to an exchange or a payment pursuant to the Tax Receivable Agreement will be recorded in operating income including the initial recognition of a Tax Receivable Agreement liability at a post-transaction date. Subsequent changes to the deferred tax valuation allowance will be recognized in income tax expense. If all LLC Unitholders were to exchange or sell us all of their LLC Units, we would recognize a deferred tax asset of approximately $      million and a liability under the Tax Receivable Agreement of approximately $      million, assuming: (i) all exchanges or purchases occurred on the same day; (ii) a price of $      per share (the midpoint of the price range set forth on the cover page of this prospectus); (iii) a constant corporate tax rate of 21%; (iv) that we will have sufficient taxable income to fully utilize the tax benefits and (v) no material changes in tax law. These amounts are estimates and have

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been prepared for illustrative purposes only. The actual amount of deferred tax assets and related liabilities that we will recognize will differ based on, among other things, the timing of the exchanges, the price per share of our Class A common stock at the time of the exchange, and the tax rates then in effect.

For each 5% increase (decrease) in the amount of LLC Units exchanged by or purchased from LLC Unitholders (or their transferees of LLC Units or other assignees), our deferred tax asset would increase (decrease) by approximately $      million and the related liability would increase (decrease) by approximately $      million, assuming that the price per share and corporate tax rate remain the same. For each $1.00 increase (decrease) in the assumed share price of $      per share, our deferred tax asset would increase (decrease) by approximately $      million and the related liability would increase (decrease) by approximately $      million, assuming that the number of LLC Units exchanged by or purchased from LLC Unitholders (or their transferees of LLC Units and other assignees) and the corporate tax rate remain the same. These amounts are estimates and have been prepared for illustrative purposes only.

The unaudited pro forma financial information should be read together with “Our Organizational Structure,” “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the unaudited consolidated financial statements of Patriot Mobile LLC and related notes thereto, and the audited consolidated financial statements of Patriot Mobile LLC and related notes thereto included elsewhere in this prospectus.

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PATRIOT MOBILE INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 2026
(in thousands)

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See accompanying notes to unaudited pro forma condensed consolidated financial information

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PATRIOT MOBILE INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2026
(in thousands, except per unit and per share data)

See accompanying notes to unaudited pro forma condensed consolidated financial information

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PATRIOT MOBILE INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2025
(in thousands, except per unit and per share data)