What changed in this filing

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Item 1A. Risk Factors

2025-05-16 compared with 2024-11-12 · 79 added, 352 removed, 11 unchanged (98% of the section changed)

1 unchanged sentence

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

Lender under the Note and related agreements are secured by a security interest in all of our non-foreign assets and all of the assets

of Rhove, our wholly-owned subsidiary, so if we default on those obligations, the Lender could proceed against any or all such assets.

Our obligations under the

Note and the related agreements are secured by all of our non-foreign assets and all of the assets of Rhove, our wholly-owned subsidiary,

pursuant to security agreements and intellectual security agreements executed by us and Rhove in connection with the issuance of the Note.

As such, the Lender may enforce its security interests over our non-foreign assets and the assets of Rhove that secure the repayment of

such obligations, take control of such assets and operations, force us to seek bankruptcy protection or force us to curtail or abandon

our current business plans and operations.

If that were to happen, any investment in our securities could become worthless.

We are subject to certain

contractual limitations that could materially adversely affect our ability to consummate future financings.

Pursuant to the Purchase Agreement,

in connection with the issuance of the Note to the Lender, we agreed to be subject to certain restrictions on our ability to issue securities

until all of our obligations under the Note, Purchase Agreement and all other related agreements are paid and performed in full.

Specifically,

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

further provides that at any time during the 12-month period beginning on the date of the issuance and sale of the Note, the Lender will

have the right, but not the obligation, with our prior written consent, to reinvest up to an additional $5,000,000 in the aggregate in

the Company in one or more notes on the same terms and conditions as the Note, there can be no assurance that the Lender will exercise

such right or that we will be able to negotiate such reinvestment from the Lender on terms acceptable to us.

The Purchase Agreement also

contains a “most favored nation” provision pursuant to which, so long as the Note is outstanding, upon any issuance by us

of any debt security with any economic term or condition more favorable to the holder of such security or with a term in favor of the

holder of such security that was not similarly provided to the Lender in the transaction documents related to the Note, we agreed to notify

the Lender of such additional or more favorable economic term and such term, at the Lender’s option, shall become a part of the

transaction documents related to the Note for the benefit of the Lender.

Such “most favored nation” provision may also restrict

our ability to secure future financings unless the Lender waives its rights under such provision.

If we are unable to obtain

adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to pursue our business objectives

and to respond to business opportunities, challenges, or unforeseen circumstances could be significantly limited, which could have a material

adverse effect on our business, results of operations, and financial condition.

If we fail to comply

with the restrictions and covenants in the Purchase Agreement or the Note, there could be an event of default under the Note, which could

result in an acceleration of payments due under the Note, the application of default interest and other consequences.

Failure to meet the restrictions,

obligations and limitations under the Purchase Agreement and the Note may result in an event of default in accordance with the terms of

Such events include, among others, our failure to pay any amount when due and payable thereunder, us becoming insolvent or declaring

bankruptcy, the occurrence of a Fundamental Transaction (as defined in the Purchase Agreement) except those that result in the Note being

paid in full, failure to observe and comply with certain covenants, obligations, conditions or agreements set forth therein, any representation,

warranty or other statement made therein or otherwise in connection with the issuance of this Note being false, incorrect, incomplete

or misleading in any material respect subject to certain cure periods, and effectuating a reverse stock split without a certain prior

written notice to the Lender, which events could result in the acceleration of obligations under the Note.

Also, an event of default would,

among other things, provide the noteholder with the right to increase the outstanding balance by 10% for certain major events of default

and 5% for others, subject to certain limitations set forth in the Note.

Additionally, at any time following an event of default, upon

written notice to us, interest will accrue on the outstanding balance of the Note beginning on the date the applicable event of default

occurred at an interest rate equal to the lesser of 15% per annum or the maximum rate permitted under applicable law.

Such consequences

upon an event of default could materially impair our financial condition and liquidity.

In addition, if the Lender accelerates the Note,

we cannot assure you that we will have sufficient assets to satisfy our obligations under the Note.

The redemption feature

of the Note may require us to make redemption payments at the request of the Lender, which redemptions may have a material adverse effect

on our cash flows, results of operations and ability to pay our debts as they come due, and we may not have the required funds to pay

such redemptions, which could result in an event of default under the Note.

From time to time, beginning

seven months after issuance, the Lender may redeem up to $545,000 of the Note per month, which amount will be due and payable in cash

within three trading days of our receipt of a redemption notice from the Lender.

Further, once we have made five redemption payments in

cash, all subsequent redemption payments paid in cash will be subject to a 9% redemption premium.

Such redemptions may have a material

adverse effect on our cash flows, results of operations and ability to pay our other debts as they come due.

In addition, we may not have

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.

Risk Factors” of our Form 10-K, except as set forth

We have a history

of operating losses, and we may not be able to generate sufficient revenue to achieve and sustain profitability.

We have not achieved profitability and have incurred losses since inception.

For the quarter ended March 31, 2025, we recorded a net loss of $2,850,351.

For the year ended December 31, 2024, we recorded a net loss

of $26,023,028, which included a loss of $18,339,635 from discontinued operations related to our former rental business and operations

of our subsidiary, Roost Enterprises, Inc., and a loss of $7,462,809 from continuing operations.

As of March 31, 2025, we had an accumulated

deficit of $41,110,855 and outstanding indebtedness of $5,949,708.

While we have experienced some revenue growth over recent periods,

we may not be able to sustain or increase our growth or achieve profitability in the future.

We intend to continue to invest diligently

in sales and marketing efforts.

In addition, we expect to incur significant additional legal, accounting, and other expenses related to

our being a public company as compared to when we were a private company.

While our revenue has grown since our inception, if our revenue

declines or fails to grow at a rate faster than these increases in our operating expenses, we will not be able to achieve and maintain

profitability in future periods.

As a result, we may continue to generate losses.

Additionally, we may encounter unforeseen operating

expenses, difficulties, complications, delays, and other unknown factors that may result in losses in future periods.

If these losses

exceed our expectations or our revenue growth expectations are not met in future periods, our financial performance will be harmed.

Our ongoing disputes

with 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 in the Court (as

defined above), pursuant to which we asserted two causes of action:

(i) rescission of the GEM Warrants issued to GYBL pursuant to Section

29(b) of the Exchange Act due to GYBL’s underlying violation of Section 15(a) of the Exchange Act for effecting

the GEM Warrants as an unregistered dealer, and (ii) in the alternative, a declaratory judgment that the exercise price adjustment calculation

of the GEM Warrants is governed by the terms provided in the GEM Warrants, rather than the terms of the GEM Agreement.

Following a motion

to dismiss filed by GYBL on January 17, 2025, the Court granted such motion to dismiss on March 14, 2025.

On April 15, 2025, we

filed an appeal of the Court’s decision dismissing our case to the Second Circuit (as defined above).

The briefing schedule at the

Second Circuit is being held in abeyance in order to allow two previously filed appeals, filed by two other public companies on identical

issues against other similar investors, be resolved first.

However, if and when the appellate briefing moves forward, there is no assurance

that it will be successful.

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.

following the Court’s grant of GYBL’s motion to dismiss our lawsuit, GYBL filed a separate lawsuit against us, in which GYBL

is asserting two causes of action against us:

(1) breach of the terms of the GEM Warrants, and (2) declaratory relief concerning the validity

and enforceability of the GEM Warrants.

In addition to the declaratory relief, GYBL is seeking monetary damages in an amount to be determined

at trial, specific performance of the GEM Warrants and attorneys’ fees and litigation costs.

the ongoing disputes with GYBL, including our pending appeal with the United States Court of Appeals for the Second Circuit and GYBL’s

lawsuit against us, the exercise price of the GEM Warrants have not been adjusted pursuant to the GEM Warrant’s terms while these

disputes are pending, and, to the extent any shares of common stock are sold pursuant to an equity offering, for instance, at a price

per share that is below the then-current exercise price of the GEM Warrants, we do not plan to adjust the exercise price of the GEM

Warrants pending resolution of such disputes.

A final adverse ruling against us in pending lawsuits and any subsequent appeals, or in

any other claim or counterclaim, as applicable, sought by GYBL, could lead to a significant downward adjustment to the current exercise

price of the GEM Warrants, additional expenses incurred related to the lawsuits during the ongoing disputes, including, but

not limited to, attorney’s fees, and any other remedies the court may deem just.

any lawsuit and subsequent appeals 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

We cannot assure you that we will be able to be successful in lawsuits, or any subsequent appeal, against GYBL or resolve any current

or future litigation matters, in which case those litigation matters, including the disputes with GYBL, could have a material and adverse

effect on our business, financial condition, operating results and cash flows.

We expect our business

model and pricing models to continue to evolve.

business model has a limited track record, and as we continue growing our business and operations, we may continue to experiment with

different pricing models and introduce new offerings and services.

We expect that the services and technology offerings associated with

our business model, including the reAlpha platform, will continue to rapidly evolve.

Thus, in order to stay current with the industry,

we may need to modify our offerings to remain relevant.

Further, we have not yet made a final determination regarding how we will charge

clients and how certain incentives we offer through the reAlpha platform, such as commission refunds, for example, will be applied to

customers utilizing our offerings and the reAlpha platform, as applicable.

We cannot guarantee we will be able to produce commercially

successful offerings or develop a pricing model for such offerings that is acceptable to our customers and enable us to operate profitably.

We cannot offer any assurance that modifications we make to our offerings or business model will be successful or will not harm our business.

If the changes we make are not successful, or if we fail to make appropriate changes, it would have a material adverse effect on our business,

prospects or operations and potentially on our ability to continue as a going concern.

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