What changed in this filing

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Item 1A. Risk Factors

2024-11-12 compared with 2024-08-14 · 286 added, 20 removed, 77 unchanged (80% of the section changed)

There have been no material

changes in our risk factors from those disclosed in Part I, Item 1A.

changes to our risk factors since those disclosed in Part I, Item 1A.

Risk Factors of our Form 10-KT, except as identified below.

Our lawsuit against GYBL

may be costly, time consuming and, if adversely determined against us, could result in a significant downward adjustment of the GEM Warrants’

exercise price, and potentially other penalties and expenses, which could have a material adverse effect on our financial position and

business operations.

On November 1, 2024, we filed

a lawsuit against GYBL (as defined above) in the United States District Court for the Southern District of New York, in which we are

claiming that GYBL operated as an unregistered broker dealer under the Exchange Act, and pursuant to which we are seeking to void the

GEM Warrants, or, in the alternative, a declaratory judgment determining that the GEM Warrants’ terms govern the exercise price

adjustment calculation thereof, rather than the related GEM Agreement’s terms.

An adverse ruling against us in this lawsuit could

lead to a significant downward adjustment to the current exercise price of the GEM Warrants, additional expenses incurred related to

the lawsuit during the ongoing dispute, including, but not limited to, attorney’s fees, and any other remedies the court may deem

Further, this lawsuit may

be expensive, may divert management’s time away from our operations, and may affect the availability and premiums of our liability

insurance coverage, regardless of whether our claims are meritorious, or ultimately lead to a judgment against us.

We cannot assure you

that we will be able to be successful in this lawsuit against GYBL or resolve any current or future litigation matters, in which case

those litigation matters, including the lawsuit against GYBL, could have a material and adverse effect on our business, financial condition,

operating results and cash flows.

The obligations to the

14 unchanged sentences

Specifically,

we agreed, among other things, to (i) not make any Restricted Issuances (as described in “Part II – Item 5.

Other Information”

of this report below) without the Lender’s prior written consent, which consent may be granted or withheld in the Lender’s

sole and absolute discretion, unless the proceeds therefrom are used to repay the Note in full;

(ii) not grant any lien, security interest

or encumbrance, subject to certain exceptions, on any of our or our subsidiaries’ assets, in each case without the Lender’s

prior written consent, which consent may be granted or withheld in the Lender’s sole discretion;

and (iii) not enter into any agreement

or otherwise agree to any covenant, condition, or obligation that locks up, restricts in any way or otherwise prohibits us, other than

such lock ups, restrictions or prohibitions with a term of no more than 75 days in connection with one transaction, or series of transactions,

per any 12 month period:

(a) from entering into a variable rate transaction with the Lender or any of the Lender’s affiliates, or

(b) from issuing securities to the Lender or any of the Lender’s affiliates.

Such restrictions could materially adversely affect

our ability to consummate future financings.

Under the terms of the Purchase Agreement, if we breach or allegedly breach such restrictions,

we will be obligated to indemnify the Lender and all its officers, directors, employees, attorneys, and agents for loss or damage arising

as a result of or related to such breach or alleged breach, which could have a material adverse effect on our business, results of operations,

and financial condition.

we agreed, among other things, to (i) not make any Restricted Issuances (as defined in the Purchase Agreement) without the Lender’s

prior written consent, which consent may be granted or withheld in the Lender’s sole and absolute discretion, unless the proceeds

therefrom are used to repay the Note in full;

(ii) not grant any lien, security interest or encumbrance, subject to certain exceptions,

on any of our or our subsidiaries’ assets, in each case without the Lender’s prior written consent, which consent may be granted

or withheld in the Lender’s sole discretion;

and (iii) not enter into any agreement or otherwise agree to any covenant, condition,

or obligation that locks up, restricts in any way or otherwise prohibits us, other than such lock ups, restrictions or prohibitions with

a term of no more than 75 days in connection with one transaction, or series of transactions, per any 12 month period:

(a) from entering

into a variable rate transaction with the Lender or any of the Lender’s affiliates, or (b) from issuing securities to the Lender

or any of the Lender’s affiliates.

Such restrictions could materially adversely affect our ability to consummate future financings.

Under the terms of the Purchase Agreement, if we breach or allegedly breach such restrictions, we will be obligated to indemnify the Lender

and all its officers, directors, employees, attorneys, and agents for loss or damage arising as a result of or related to such breach

or alleged breach, which could have a material adverse effect on our business, results of operations, and financial condition.

While the Purchase Agreement

49 unchanged sentences

the required funds to pay such redemptions and our failure to pay the redemptions, when due, may result in an event of default under the

Failing to successfully

execute and integrate acquisitions could materially adversely affect our business, results of operations, and financial condition.

We have acquired Rhove, Naamche,

AiChat, Hyperfast and Be My Neighbor, and may acquire more businesses and/or technologies, as we continue to evaluate potential acquisitions.

We may also not successfully evaluate or utilize acquired technology and accurately forecast the financial impact of an acquisition,

including accounting charges.

In addition, we may finance acquisitions by issuing equity or convertible debt securities, which could result

in further dilution to our existing stockholders.

We may enter into negotiations for acquisitions that are not ultimately consummated.

Those negotiations could result in diversion of management time and significant out-of-pocket costs.

And, in the future, we may not be

able to find suitable acquisition candidates, and we may not be able to complete acquisitions on favorable terms or at all.

foregoing factors, including if we fail to evaluate and execute acquisitions successfully, can materially adversely affect our business,

results of operations and financial condition.

In addition, we may not be

successful in integrating acquisitions or the businesses we acquire may not perform as well as we expect.

Any future failure to manage

and successfully integrate acquired businesses could materially adversely affect our business, results of operations, and financial condition.

Acquisitions involve numerous risks, including the following:

difficulties in integrating and managing the combined operations, technology platforms and realizing the anticipated economic, operational, and other benefits in a timely manner, which could result in substantial costs and delays, and failure to execute on the intended strategy and synergies;

failure of the acquired businesses to achieve anticipated revenue, earnings, or cash flow;

diversion of management’s attention or other resources from our existing business;

our inability to maintain the key customers, business relationships, suppliers, and brand potential of acquired businesses;

uncertainty of entry into businesses or geographies in which we have limited or no prior experience or in which competitors have stronger positions;

unanticipated costs associated with pursuing acquisitions or greater than expected costs in integrating the acquired businesses;

responsibility for the liabilities of acquired businesses, including those that were not disclosed to us or exceed our estimates, such as liabilities arising out of the failure to maintain effective data protection and privacy controls, and liabilities arising out of the failure to comply with applicable laws and regulations, including tax laws;

difficulties in or costs associated with assigning or transferring to us or our subsidiaries the acquired companies’ intellectual property or its licenses to third-party intellectual property;

inability to maintain our culture and values, ethical standards, controls, procedures, and policies;

challenges in integrating the workforce of acquired companies and the potential loss of key employees of the acquired companies;

challenges in integrating and auditing the financial statements of acquired companies that have not historically prepared financial statements in accordance with GAAP;

potential accounting charges to the extent goodwill and intangible assets recorded in connection with an acquisition, such as trademarks, customer relationships, or intellectual property, are later determined to be impaired and written down in value.

We may also expend significant

cash or incur substantial debt to finance such acquisitions, which indebtedness could result in restrictions on our business and significant

use of available cash to make payments of interest and principal.

We may also incur significant transaction and acquisition-related costs

in connection with company acquisitions and such expenditures may create significant liquidity and cash flow risks for us.

For instance,

we may incur significant, nonrecurring, and recurring costs associated with potential related company acquisition(s), including costs

associated with the continued integration of the businesses, unanticipated liabilities that we assume as a result of acquiring

companies and other expenses.

While we have assumed that

this level of expense will be incurred, there are factors beyond our control that could affect the total amount, including other integration

Moreover, many of the expenses that will be incurred are, by their nature, difficult to estimate accurately.

To the extent any

acquisition and integration expenses are higher than anticipated and we do not have sufficient cash, or if we default on any assumed liabilities

as a result of an acquisition, then we may experience liquidity or cash flow issues that may materially adversely affect our financial

condition and results of operations.

The use of new and evolving

technologies, such as artificial intelligence, in our operations may require us to expend material resources for compliance and may present

risks and challenges that can impact our business including by posing security and other risks to our confidential information, proprietary

information and personal information, any of which may result in reputational harm and liability, or otherwise adversely affect our business.

Integrating AI into our operations

presents risks and challenges that could affect its adoption, and therefore our business.

There are significant risks involved in utilizing

AI and no assurance can be provided that the usage of AI will enhance our business or assist our business in becoming more efficient or

The use of certain AI technology can give rise to intellectual property risks, including compromises to proprietary intellectual

property and intellectual property infringement and misappropriation.

Other known risks of AI currently include inaccuracy, bias, toxicity,

data privacy and cybersecurity issues, and data provenance disputes.

In addition, AI may have errors or inadequacies that are not easily

AI may also be subject to data herding and interconnectedness (i.e., multiple market participants utilizing the same data),

which may adversely impact our business.

If the data used to train AI or the content, analyses, or recommendations that AI applications

assist in producing are or are alleged to be deficient, inaccurate, incomplete, overbroad or biased, our business, financial condition,

and results of operations may be adversely affected.

Additionally, we expect to see increasing government and supranational regulation

and ethical concerns related to AI use which may also significantly increase the burden and cost of research, development and compliance

in this area.

For example, the EU’s Artificial Intelligence Act — the world’s first comprehensive AI law — entered

into force on August 1, 2024 and, with some exceptions, will become fully applicable 24 months thereafter.

This legislation imposes significant

obligations on providers and deployers of high risk AI systems, and encourages providers and deployers of AI systems to account for certain

ethical principles in their design, development and use of these systems.

The rapid evolution of AI will require the application of significant

resources to design, develop, test and maintain our technology and products to help ensure that AI is implemented in accordance with applicable

laws and regulations and in a socially responsible manner and to minimize any real or perceived unintended harmful impacts.

landscape and subsequent legal protection for the use of AI remains uncertain, and development of the law in this area could impact our

ability to enforce our proprietary rights or protect against infringing uses.

If we do not have sufficient rights to use the data on which

AI relies or to the outputs produced by AI applications, we may incur liability through the violation of certain laws, third-party privacy

or other rights or contracts to which we are a party.

Our use of AI applications may also, in the future, result in cybersecurity incidents

that implicate the personal data of customers or patients.

Any such cybersecurity incidents related to our use of AI applications could

adversely affect our reputation and results of operations.

Third-party vendors and our

subsidiaries may also incorporate AI tools into their own offerings, and the providers of these AI tools may not meet existing or rapidly

evolving regulatory or industry standards, including with respect to intellectual property, privacy and data security.

Further, bad actors

around the world use increasingly sophisticated methods, including the use of AI, to engage in illegal activities involving the theft

and misuse of personal information, confidential information and intellectual property.

Any of these effects could damage our reputation,

result in the loss of valuable property and information, cause us to breach applicable laws and regulations, and adversely impact our

Aspects of our business

are subject to privacy, data use and data security regulations, which may impact the way we use data to target customers, and the increasing

regulatory focus on cybersecurity and privacy issues and expanding laws could affect our business model and expose us to increased liability.

and security laws and regulations may limit the use and disclosure of certain information and require us to adopt certain cybersecurity

and data handling practices that may affect our ability to effectively market our manufacturing capabilities to current, past or prospective

In many jurisdictions consumers must be notified in the event of a data security breach, and such notification requirements

continue to increase in scope and cost.

The changing privacy laws in the U.S., Europe and elsewhere, including the General Data Protection

Regulation (“GDPR”) in the European Union (“EU”), which became effective May 25, 2018, and the California Consumer

Privacy Act of 2018 (“CCPA”).

The GDPR and other European laws regarding privacy and data protection regulate the transfer

of personal data from Europe, including the European Economic Area (“EEA”) the UK, and Switzerland, to third countries that

have not been found to provide adequate protection to such personal data, including the United States, unless the parties to the transfer

have implemented specific safeguards to protect the transferred personal information.

The safeguard on which we have primarily relied

for such transfers has been use of the European Commission’s standard contractual clauses (“SCCs”).

We have undertaken

certain efforts to conform transfers of personal data from the European Economic Area (“EEA”) to the United States based on

our understanding of current regulatory obligations and the guidance of data protection authorities.

In the “Schrems II” decision

issued by the Court of Justice of the EU (“CJEU”) on July 16, 2020, the CJEU invalidated one mechanism for cross-border personal

data transfer, the EU-U.S.

Privacy Shield, and imposed additional obligations on companies relying on the SCCs to transfer personal data.

Similarly, the CCPA was enacted on June 28, 2018 and became effective on January 1, 2020, and it creates new individual privacy rights

and impose increased obligations, including disclosure obligations, on companies handling personal data.

In addition, the CCPA broadly

defines personal information, gives California residents expanded privacy rights and protections, and provides for civil penalties for

certain violations.

Furthermore, in November 2020, California voters passed the California Privacy Rights and Enforcement Act of 2020

(“CPRA”), which amends and expands CCPA with additional data privacy compliance requirements and establishes a regulatory

agency dedicated to enforcing those requirements.

Additional countries and states, including Nevada, Virginia, Colorado, Utah, and Connecticut,

have also passed comprehensive privacy laws with additional obligations and requirements on businesses.

These laws and regulations are

increasing in severity, complexity and number, change frequently, and increasingly conflict among the various jurisdictions in which we

operate, which has resulted in greater compliance risk and cost for us.

In addition, we are also subject to the possibility of security

breaches and other incidents, which themselves may result in a violation of these laws.

Additionally, we recently

acquired companies that provide mortgage brokerage services, title services and others.

Our mortgage brokerage subsidiary is subject to

the privacy regulations of the Gramm-Leach-Bliley Act of 1999 (the “GLBA”), along with its implementing regulations,

which restricts certain collection, transfer, processing, storage, use and disclosure of personal information, requires notice to individuals

of privacy practices, provides individuals with certain rights to prevent the use and disclosure of certain nonpublic or otherwise legally

protected information and imposes requirements for the safeguarding and proper destruction of personal information through the issuance

of data security standards or guidelines.

In addition, on March 1, 2017, new cybersecurity rules took effect for financial institutions,

insurers and certain other companies, like our mortgage subsidiaries, supervised by the NY Department of Financial Services (the “NY

DFS Cybersecurity Regulation”).

The NY DFS Cybersecurity Regulation imposes significant regulatory burdens intended to protect the

confidentiality, integrity and availability of information systems.

We also have contractual obligations to protect confidential

and personally identifiable information we obtain from third parties.

These obligations generally require them, in accordance

with applicable laws, to protect such information to the same extent that they protect their own such information.

The impact of these continuously

evolving laws and regulations could have a material adverse effect on the way we use data to digitally market and pursue our customers,

as well as in our business, financial condition and results of operations.

As a result of the acquisition

of Be My Neighbor, we are subject to additional laws and regulations that monitor the loan origination and servicing sectors, and rules

issued by the CFPB may increase our regulatory compliance burden and associated costs.

Our mortgage brokerage subsidiary

is subject to the regulatory, supervisory and examination authority of the Consumer Financial Protection Bureau (“CFPB”),

which has oversight of federal and state non-depository lending and servicing institutions, including residential mortgage originators

and loan servicers.

The CFPB has rulemaking authority with respect to many of the federal consumer protection laws applicable to mortgage

lenders and servicers, including the Truth in Lending Act, the Real Estate Settlement Procedures Act and the Fair Debt Collections Practices

The CFPB has issued a number of regulations under the Dodd-Frank Act relating to loan origination and servicing activities,

including ability to repay and “qualified mortgage” standards and other origination standards and practices.

The CFPB’s examinations

have increased, and will likely continue to increase, our mortgage business’ administrative and compliance costs.

They could also

greatly influence the availability and cost of residential mortgage credit and increase servicing costs and risks.

These increased costs

of compliance, the effect of these rules on the lending industry and loan servicing, and any failure in our mortgage business’s

ability to comply with the new rules by their effective dates, could be detrimental to their business.

The CFPB also issued guidelines

on sending examiners to banks and other institutions that service and/or originate mortgages to assess whether consumers’ interests are

The CFPB also has broad enforcement powers, and can order, among other things, rescission or reformation of contracts, the

refund of moneys or the return of real property, restitution, disgorgement or compensation for unjust enrichment, the payment of damages

or other monetary relief, public notifications regarding violations, limits on activities or functions, remediation of practices, external

compliance monitoring and civil money penalties.

The CFPB has been active in investigations and enforcement actions and, when necessary,

has issued civil money penalties to parties the CFPB determines has violated the laws and regulations it enforces.

Additionally, antidiscrimination

statutes, such as the Fair Housing Act and the Equal Credit Opportunity Act (“ECOA”), prohibit creditors from discriminating

against loan applicants and borrowers based on certain characteristics, such as race, religion and national origin, among others.

federal regulatory agencies and departments, including the U.S.

Department of Justice and the CFPB, take the position that these laws

apply not only to intentional discrimination, but also to neutral practices that have a disparate impact on a group that shares a characteristic

that a creditor may not consider in making credit decisions (i.e., creditor or servicing practices that have a disproportionate negative

effect on a protected class of individuals).

These regulatory agencies, as well as consumer advocacy groups and plaintiffs’ attorneys,

are focusing greater attention on “disparate impact” claims.

Regulatory agencies and private plaintiffs are expected to apply

the “disparate impact” theory to both the Fair Housing Act and ECOA in the context of mortgage lending and servicing,

among others.

To the extent that the “disparate impact” theory continues to apply, it may significantly increase our administrative

burdens, compliance requirements and potential liability for failures to comply.

Our mortgage business’s

failure to comply with the federal consumer protection laws, rules and regulations to which they are subject, whether actual or alleged,

could expose them to enforcement actions or potential litigation liabilities.

Moreover, if the CFPB or other regulatory authorities adopt

new rules governing the use of AI in mortgage underwriting or loan approval processes, we may face additional compliance obligations and

potential enforcement risks.

Our inability to adapt to these regulatory changes in a timely and efficient manner could result in an adverse

effect to our business, financial condition and results of operations in our technology services segment.

We are subject to domestic and international

governmental export and import controls that may impair our ability to compete in international markets or subject us to liability if

we are not in compliance with applicable laws or if we do not secure or maintain the required export authorizations.

In many cases, our products

and services are or may in the future be subject to U.S.

export control laws and regulations and subject to trade and economic sanctions

maintained by the Office of Foreign Assets Control (“OFAC”).

We are also subject to export control and trade sanctions laws

and regulations in the EU, Singapore and other jurisdictions in which we and our subsidiaries may operate.

As such, an export license

may be required to export or re-export our technology and services to certain countries or end-users, or for certain end-uses, especially

AI technologies, such as those involving sensitive customer data or proprietary algorithms.

If we were to fail to comply with such U.S.

export controls laws and regulations, U.S.

economic sanctions, or other similar laws or regulations in other jurisdictions, we could be

subject to both civil and criminal penalties, including substantial fines, possible incarceration for employees and managers for willful

violations, and the possible loss of our export or import privileges.

Compliance with applicable regulatory requirements regarding the

export of our services, including new releases and/or the performance of services, may create delays in the introduction of our services

markets, prevent our customers with non-U.S.

operations from deploying these services throughout their global systems or,

in some cases, prevent the export of the services to some countries altogether.

Obtaining the necessary export

license for a particular sale or offering may not be possible, may be time-consuming, and may result in the delay or loss of sales opportunities.

In addition, compliance with the directives of the Directorate of Defense Trade Controls (“DDTC”) may result in substantial

expenses and diversion of management attention.

Any failure to adequately address the directives of DDTC could result in civil fines or

suspension or loss of our export privileges, any of which could materially adversely affect our business, financial condition, results

of operations and growth prospects.

Further, U.S.

export control laws and economic sanctions as well as similar laws and regulations in

other jurisdictions prohibit the export of offerings to certain U.S.

embargoed or sanctioned countries, governments, and persons, as well

as for prohibited end-uses.

We may in the future fail to secure or maintain at all times all required export authorizations, which could

have negative consequences on our business, including reputational harm, government investigations and civil and criminal penalties.

Additionally,

monitoring and ensuring compliance with these complex export control laws, regulations and sanctions may be particularly challenging as

we expand internationally and our offerings are distributed in non-U.S.

Any failure by us, our subsidiaries or our partners

to comply with all relevant export laws and regulations could have negative consequences for us, including reputational harm, government

investigations and penalties.

Any change in domestic or

international export or import laws or regulations, economic sanctions, or related legislation, shift in the enforcement or scope of existing

export, import, or sanctions laws or regulations, or change in the countries, governments, persons, or technologies targeted by such export,

import, or sanctions laws or regulations, could result in decreased use of our platform by, or in our decreased ability to export or sell

access to our platform to, existing or potential end-customers with international operations.

Any decreased use of our platform or limitation

on our ability to export to or sell access to our platform in international markets would adversely affect our business, financial condition,

and results of operations.

Unregistered Sales

7 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1A. Risk Factors