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Item 1A. Risk Factors

2026-08-13 compared with 2026-05-15 · 10 added, 101 removed, 5 unchanged (96% of the section changed)

RISK FACTORS.

Our business is subject to substantial risks and

uncertainties.

Our business is subject to substantial risks and uncertainties.

An investment in our securities involves a high degree of risk.

The information presented below supplements the risk factors

previously disclosed in “Part I, Item 1A.

Risk Factors,” in our Annual Report on Form 10-K for the fiscal year ended December

31, 2025, as filed with the SEC on March 26, 2026 (our “Annual Report”) and in “Form 10 Information – Risk Factors”

in our Current Report on Form 8-K, as filed with the SEC on March 31, 2026 (the “Form 8-K”).

In addition to the other information

set forth in this report and in our other SEC filings from time to time, you should carefully consider the factors discussed in “Part

Risk Factors” in our Annual Report and in “Form 10 Information – Risk Factors” in Form 8-K, as supplemented

by the information below, which could materially affect our business, financial condition or future results.

The risks described in our

Annual Report and Form 8-K, as supplemented by the information below, may not be the only risks facing us.

Additional risks and uncertainties

not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition

and/or operating results.

Except as required by the federal securities law, we undertake no obligation to update or revise any risk factor,

whether as a result of new information, future events or otherwise.

Risks Relating to the Ownership of the Common

We may not be able to maintain the listing

of our securities on Nasdaq.

Our securities are listed on the Nasdaq Global

If we violate Nasdaq listing requirements, our securities may be delisted.

On May 13, 2026, we received a written notice (the

“Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying us that

we are not currently in compliance with Nasdaq Listing Rule 5450(b)(2)(A), which requires listed securities to maintain a minimum market

value of listed securities (“MVLS”) of $50 million.

According to the Notice, our MVLS had been below $50 million for 30 consecutive

business days from March 27, 2026 through May 12, 2026.

In accordance with Nasdaq Listing Rule 5810(c)(3)(C), we have been provided with

a compliance period of 180 calendar days, or until November 9, 2026, to regain compliance with the minimum MVLS requirement.

The Notice has no immediate effect on the listing

or trading of our common stock on the Nasdaq Global Market.

If at any time during the compliance period our MVLS closes at $50 million

or more for a minimum of 10 consecutive business days, Nasdaq will provide written confirmation that we have regained compliance with

the applicable requirement, and the matter will be closed.

We intend to actively monitor our MVLS and evaluate

available options to regain compliance with Nasdaq’s continued listing requirements.

However, there can be no assurance that we

will be able to regain compliance with Nasdaq Listing Rule 5450(b)(2)(A) or maintain compliance with the other continued listing requirements

of the Nasdaq Global Market.

If we fail to regain compliance with the minimum

MVLS requirement for continued listing on the Nasdaq Global Market, but satisfy the initial or continued listing requirements of the Nasdaq

Capital Market, Nasdaq may permit our securities to remain listed by transferring the listing of our securities from the Nasdaq Global

Market to the Nasdaq Capital Market.

However, there can be no assurance that we would qualify for such transfer or that Nasdaq would approve

such transfer.

If our securities are delisted from Nasdaq, or if investors perceive that such delisting may occur, it could materially

impair stockholders’ ability to buy and sell our securities and could adversely affect the market price of, and the efficiency of

the trading market for, our securities.

Any such delisting could also significantly impair our ability to raise capital and the value

of your investment.

We may not be able to successfully integrate

our operations following the Business Combination, which could adversely affect our business, financial condition and results of operations.

The Business Combination, which was completed

on March 27, 2026, represents a significant and transformational transaction for the Company.

As a result of the Business Combination,

the Company transitioned from a private company to a publicly traded company and assumed new operational, financial reporting, internal

control, compliance and governance obligations.

Following the Closing, we must integrate and continue

to operate our financial reporting systems, internal controls over financial reporting, disclosure controls and procedures, and compliance

processes in a manner that satisfies the requirements applicable to a public company.

These integration efforts are complex, time-consuming

and costly and may divert the attention of management and key employees away from the day-to-day operation of our business.

If we are unable to effectively integrate and

maintain these systems and processes, or if such systems and controls do not operate as intended, we may experience delays in financial

reporting, increased compliance costs, material weaknesses in internal control over financial reporting, or failures to comply with applicable

securities laws and stock exchange requirements.

Any of these outcomes could harm our reputation, subject us to regulatory scrutiny, adversely

affect investor confidence and negatively impact the trading price of our Common Stock.

In addition, the Business Combination may result

in operational challenges, including difficulties coordinating activities across the combined organization, retaining key personnel, and

achieving anticipated efficiencies.

There can be no assurance that the Company will realize the expected benefits of the Business Combination

or that the combined business will perform as expected following the Closing.

We are dependent on financing arrangements

related to the Business Combination and may require additional capital in the future, which may not be available on acceptable terms or

at all and could result in significant dilution to our stockholders.

In connection with the Business Combination, the

Company obtained financing through a PIPE, and the proceeds from such financing were an important source of liquidity during the three

months ended March 31, 2026.

The Company has incurred operating losses and expects to continue to incur significant expenses as it seeks

to grow its business and operate as a public company.

Our ability to continue operations and execute our business plan depends on our

ability to maintain sufficient liquidity.

There can be no assurance that additional financing will be available to us when needed, on

acceptable terms or at all.

If we are unable to obtain additional capital through equity financings, debt financings or other arrangements,

we may be required to delay, reduce or curtail our operations, product development efforts or commercialization initiatives.

Any future equity or equity-linked financings,

including issuances of Common Stock, preferred stock, warrants or other convertible securities, could result in significant dilution to

existing stockholders and may involve terms that are unfavorable to holders of our Common Stock.

In addition, the perception that we may

need to raise additional capital, or that such financings may occur, could adversely affect the trading price of our Common Stock.

our current liquidity position and history of operating losses, investors should consider the risk that financing obtained in connection

with the Business Combination, including the PIPE financing, may not be sufficient to support our operations for the long term and that

additional capital raises may be necessary.

UNREGISTERED SALES OF EQUITY SECURITIES

AND USE OF PROCEEDS.

There were no unregistered sales of equity securities

during the period covered by this report.

The information presented below supplements the risk factors previously disclosed in “Part I, Item 1A.

Risk Factors,” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC on March 26, 2026 (our “Annual Report”) and in “Form 10 Information - Risk Factors” in our Current Report on Form 8-K, as filed with the SEC on March 31, 2026 (the “Form 8-K”).

In addition to the other information set forth in this report and in our other SEC filings from time to time, you should carefully consider the factors discussed in “Part I, Item 1A.

Risk Factors” in our Annual Report and in “Form 10 Information - Risk Factors” in Form 8-K, as supplemented by the information below, which could materially affect our business, financial condition or future results.

The risks described in our Annual Report and Form 8-K, as supplemented by the information below, may not be the only risks facing us.

Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

Except as required by the federal securities law, we undertake no obligation to update or revise any risk factor, whether as a result of new information, future events or otherwise.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

There were no unregistered sales of equity securities during the period covered by this report.

DEFAULTS UPON SENIOR SECURITIES.

2 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