[8-K] Digital Turbine, Inc. Reports Material Event

Rhea-AI Filing Summary

Cartesian Growth Corporation II (Nasdaq: RENE/RENEU/RENEW) filed an 8-K disclosing its ninth one-month extension to complete a business combination. The Board moved the deadline, known as the “Business Combination Period,” from 5 Aug 2025 to 5 Sep 2025.

To effect the extension, sponsor CGC II Sponsor LLC will advance $250,000 under an unsecured promissory note that permits borrowings up to $2.4 million. The funds will be deposited into the IPO trust account as required by the company’s amended memorandum and articles.

This is the 9th of 12 permissible monthly extensions; no additional financial results, target identification, or other material transactions were reported.

Positive

• Sponsor advances $250,000 to fund the trust, signaling ongoing financial support.
• Trust account remains intact, preserving redemption value for public shareholders.

Negative

• Ninth extension highlights continued inability to secure a merger target, increasing deal uncertainty.
• Additional borrowing under the $2.4 million note raises leverage ahead of any future transaction.

Insights

SPAC Analyst

TL;DR – Ninth extension keeps SPAC alive but signals difficulty closing a deal; sponsor support limits immediate redemption risk.

Another one-month extension to 5 Sep 2025 indicates CGC II has yet to secure a definitive merger agreement. The sponsor’s $250k deposit demonstrates continued financial backing, protecting the trust value and meeting charter requirements. However, with only three monthly extensions left, time pressure rises and potential targets gain negotiating leverage. Overall impact is neutral: cash safety maintained, but strategic uncertainty persists.

Risk Analyst

TL;DR – Repeated deadline pushes heighten execution risk; growing sponsor loan increases leverage against future proceeds.

The ninth consecutive extension underscores prolonged deal sourcing challenges, raising the probability of liquidation or shareholder fatigue. Each draw on the unsecured note—now at least $250k—adds liabilities senior to ordinary shareholders upon closing. With only three extensions remaining, investors should monitor note balance growth and any shift in sponsor commitment. From a risk viewpoint, the filing leans negative because timeline slippage and incremental debt can erode eventual transaction economics.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): August 5, 2025

Digital Turbine, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

001-35958

22-2267658

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

110 San Antonio Street, Suite 160, Austin, TX						78701
(Address of Principal Executive Offices)						(Zip Code)

(512) 387-7717

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions. (see General Instruction A.2. below)

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading symbol(s)			Name of each exchange on which registered
Common Stock			APPS			NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02     Results of Operations and Financial Condition

On August 5, 2025, Digital Turbine, Inc. ("the Company") issued a press release announcing financial results for the quarter ended June 30, 2025. The text of the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filings.

This Form 8-K and the attached press release contain statements that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations, estimates, and projections about our business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties, and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors and risks discussed from time to time in our SEC filings and reports. In addition, such statements could be affected by general industry and market conditions and growth rates, and general domestic and international economic conditions. Such forward-looking statements speak only as of the date on which they are made and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this release.

The attached press release includes non-GAAP financial measures relating to our operations and forecasted outlook. Certain of these non-GAAP terms will be used in our upcoming earnings conference call. In addition, the attached press release includes reconciliations of these GAAP to non-GAAP measures, as well as an explanation of how management uses these non-GAAP measures and the reasons why management views these measures as providing useful information for investors. These non-GAAP financial measures should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations from our results should be carefully evaluated.

Item 9.01        Financial Statements and Exhibits

(d) Exhibits

Exhibit No.						Description
99.1						Press release dated August 5, 2025, as issued by Digital Turbine, Inc., announcing financial results.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

August 5, 2025			Digital Turbine, Inc.
			By:			/s/ Stephen Andrew Lasher
						Stephen Andrew Lasher
						Executive Vice President & Chief Financial Officer

FAQ

Why did RENE/RENEW file this Form 8-K?

The company disclosed approval of its ninth one-month extension to complete a business combination and the related $250,000 sponsor deposit.

What is the new business-combination deadline for Cartesian Growth Corporation II?

The deadline was extended to September 5, 2025.

How much money is being added to the trust account?

$250,000 will be deposited by the sponsor under an unsecured promissory note.

How many extensions remain under the Articles?

Three one-month extensions remain; this was the 9th of 12 allowable extensions.

Does the filing mention any merger target or financial results?

No. The 8-K reports only the extension and related funding; no target or earnings data were provided.