FreeCast, Inc. Announces Effectiveness of Registration Statement and Anticipated Listing Date of Class A Common Stock on Nasdaq Global Market

Rhea-AI Summary

FreeCast (NASDAQ:CAST) announced its Form S-1 registration statement was declared effective by the SEC and that its Class A common stock is anticipated to begin trading on the Nasdaq Global Market on March 3, 2026 under ticker CAST.

A prospectus is available on EDGAR and the company investor relations website. The announcement clarifies it is not an offer to sell securities and sales remain subject to applicable securities laws and registrations.

Positive

• SEC declared Form S-1 effective
• Anticipated Nasdaq listing on March 3, 2026 under CAST
• Prospectus publicly available on EDGAR and investor site

Negative

• No offering terms disclosed or capital raise details
• Announcement is not an offer; sales subject to registration and jurisdictional limits

Key Figures

Registered resale shares: 19,782,084 shares Quarterly revenue: $195,860 Quarterly net loss: $2,862,349 +5 more

8 metrics

Registered resale shares 19,782,084 shares Class A common stock registered for resale in S-1/A

Quarterly revenue $195,860 Three months ended September 30, 2025

Quarterly net loss $2,862,349 Three months ended September 30, 2025

Accumulated deficit $198,097,550 As of prospectus date in S-1/A

Total shares outstanding 40,857,460 shares Total Class A and B common shares after listing

Subscribers 988,158 subscribers As of September 30, 2025 (mostly ad-supported)

Ad-supported users 974,222 users Ad-supported subscribers as of September 30, 2025

CEO voting control 75.55% of voting power Expected post-listing voting power; Nasdaq “controlled company” status

Market Reality Check

Vol: Reported volume is 0 vs a...

normal vol

Volume Reported volume is 0 vs a 20-day average of 433,427, suggesting no pre-news trading activity reflected in this dataset. normal

Technical Shares were reported trading below the 200-day MA of 4.89 before this Nasdaq listing announcement.

Market Pulse Summary

This announcement confirms effectiveness of FreeCast’s Form S-1 and an anticipated Nasdaq Global Mar...

Analysis

This announcement confirms effectiveness of FreeCast’s Form S-1 and an anticipated Nasdaq Global Market listing under “CAST,” while prior filings reveal important context. S-1/As register 19,782,084 shares for resale with no proceeds to the company, show quarterly revenue of $195,860 versus a net loss of $2,862,349, and an accumulated deficit of $198,097,550, with auditors expressing “going concern” doubt and highlighting concentrated voting control.

Key Terms

form s-1, direct listing, nasdaq global market, schedule 13d, +4 more

8 terms

form s-1 regulatory

"its registration statement on Form S-1, as filed with the Securities"

A Form S-1 is the registration filing a company submits to the U.S. Securities and Exchange Commission when it plans to offer stock to the public, most commonly for an initial public offering. Think of it as the company’s full disclosure packet or blueprint: it contains audited financials, business description, management background, risk factors and details of the offering, giving investors the information needed to judge the company’s financial health and potential risks before buying shares.

direct listing financial

"relating to a proposed public direct listing of its Class A common stock"

A direct listing is a way for a company to become publicly available for trading without issuing new shares or raising additional money beforehand. Instead, existing shares are simply made available for purchase on the stock market, allowing current investors and employees to sell their holdings. This process can offer a simpler and faster way for a company to go public, giving investors quicker access to buy and sell shares.

nasdaq global market financial

"will begin trading on the Nasdaq Global Market under ticker symbol"

The Nasdaq Global Market is a section of the stock exchange where larger, well-established companies are listed and publicly traded. It functions like a marketplace where investors can buy and sell shares of these companies, providing them with access to capital and opportunities for growth. Its role is important because it helps investors identify and invest in reputable companies with strong financial backgrounds.

schedule 13d regulatory

"FreeCast, Inc. filed a Schedule 13D showing concentrated insider control"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

convertible promissory note financial

"a revolving 12% convertible promissory note of up to $5 million"

A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.

warrants financial

"He also directly holds derivative securities: warrants exercisable for 337,500 shares"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

incentive stock options financial

"fully vested incentive stock options to purchase 37,500 shares at $8 per share"

Incentive stock options are a type of employee stock option that gives eligible workers the right to buy company shares at a fixed price later on, often below future market value. They matter to investors because they align employee incentives with company performance, can dilute existing ownership when exercised, and create potential tax advantages for option holders if certain holding-time rules are met — think of them as a coupon to buy stock at today’s price with extra tax rules attached.

going concern financial

"auditors raised substantial doubt about the company’s ability to continue as a going concern"

A going concern is a business that is expected to continue its operations and meet its obligations for the foreseeable future, rather than shutting down or selling off assets. This assumption matters to investors because it indicates stability and ongoing profitability, making the business a more reliable investment. Think of it as believing a restaurant will stay open and serve customers, rather than closing down suddenly.

AI-generated analysis. Not financial advice.

March 3rd Anticipated Listing Date, Nasdaq Global Market: Symbol CAST

ORLANDO, Fla., Feb. 20, 2026 /PRNewswire/ -- FreeCast, Inc., an enterprise streaming technology and media infrastructure provider, today announced that its registration statement on Form S-1, as filed with the Securities and Exchange Commission ("SEC"), relating to a proposed public direct listing of its Class A common stock, has been declared effective by the SEC. The company anticipates that its Class A common stock will begin trading on the Nasdaq Global Market under ticker symbol "CAST" on March 3, 2026.

A copy of the prospectus related to the registration statement may be obtained by visiting EDGAR on the SEC website or via the investor relations page of FreeCast's website at freecast.com.

This announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About FreeCast, Inc.

FreeCast, Inc. is a next-generation streaming technology company delivering a comprehensive Platform-as-a-Service ecosystem for modern television and digital video distribution. Its infrastructure supports telecom operators, ISPs, broadcasters, municipalities, utilities, brands, and device manufacturers with scalable, policy-compliant, and monetization-enabled media deployment.

Important Cautions Regarding Forward-Looking Statements

All statements other than statements of historical facts included in this press release are "forward-looking statements" (as defined in the Private Securities Litigation Reform Act of 1995). Generally, such forward-looking statements include statements regarding expectations, possible or assumed future actions, business strategies, events or results of operations, including statements regarding expectations or predictions or future financial or business performance or conditions and those statements that use forward-looking words such as "projected," "expect," "possibility" and "anticipate," or similar expressions. The achievement or success of the matters covered by such forward-looking statements involve significant risks, uncertainties, and assumptions. Actual results could differ materially from current projections or implied results. The Company cautions that statements and assumptions made in this news release constitute forward-looking statements and make no guarantee of future performance. Forward-looking statements are based on estimates and opinions of management at the time statements are made. The information set forth herein speaks only as of the date hereof. The Company and its management are under no obligation, and expressly disclaim any obligation, to update, alter or otherwise revise any forward-looking statements following the date of this news release, whether because of new information, future events or otherwise, except as required by law.

ir@freecast.com  
(407) 674-0182
http://corp.freecast.com  

View original content:https://www.prnewswire.com/news-releases/freecast-inc-announces-effectiveness-of-registration-statement-and-anticipated-listing-date-of-class-a-common-stock-on-nasdaq-global-market-302693675.html

SOURCE FreeCast, Inc.

FAQ

When will FreeCast (CAST) begin trading on Nasdaq?

FreeCast anticipates its Class A common stock will begin trading on March 3, 2026. According to the company, the registration statement was declared effective by the SEC and the expected trading date is March 3, 2026 on the Nasdaq Global Market under ticker CAST.

Has the SEC approved FreeCast's Form S-1 for the CAST listing?

Yes, the company's registration statement on Form S-1 was declared effective by the SEC. According to the company, that declaration permits the anticipated public direct listing of Class A common stock on Nasdaq, subject to customary listing and regulatory conditions.

Where can investors find the FreeCast (CAST) prospectus?

Investors can obtain the prospectus on EDGAR or FreeCast's investor relations website. According to the company, the prospectus related to the effective registration statement is available via the SEC EDGAR system and at freecast.com for investor review.

Does FreeCast's announcement constitute an offer to sell CAST shares?

No, the announcement does not constitute an offer to sell or solicit an offer to buy securities. According to the company, any sale would be unlawful prior to proper registration or qualification under applicable securities laws in relevant jurisdictions.

Will the FreeCast (CAST) listing involve a capital raise or share offering?

The announcement does not disclose any offering size, price, or capital raise details. According to the company, the release notes the registration statement is effective and provides a prospectus, but it does not present specific offering terms or financing information.