What changed in this filing

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Item 1A. Risk Factors

2025-11-13 compared with 2025-08-20 · 43 added, 28 removed, 1 unchanged (99% of the section changed)

Risk Factors.

as set forth below, as of the date of this Quarterly Report, there have been no material changes with respect to those risk factors previously

disclosed in described in our Form S-4 and Closing Form 8-K.

Any of these factors could result in a significant or material adverse effect

on our results of operations or financial condition.

Additional risk factors not presently known to us or that we currently deem immaterial

may also impair our business or results of operations.

disruptions could have serious adverse consequences on our future revenue and financial condition and result in losses that may not be

covered by insurance.

operations, particularly our operations in Puerto Rico, could be subject to the impact of natural or man-made disasters or other business

disruptions, which include, but are not limited to, earthquakes, hurricanes, typhoons, floods, water shortages, wildfires and fires,

blizzards and other extreme weather conditions as well as power outages, telecommunications, transportation or infrastructure failure,

cybersecurity incidents or physical security breaches related to such catastrophes, public health crises, such as pandemics and epidemics,

and geopolitical conflicts, including acts of terrorism, war and civil disorder.

We carry insurance against certain risks and in such

amounts as we believe are customary for businesses of our kind.

However, as the costs and availability of insurance change, we may decide

not to be covered against certain losses, including losses resulting from such natural and man-made disasters or environmental liabilities

where, in the judgment of management, the insurance is not warranted due to cost or availability of coverage or the remoteness of perceived

Furthermore, there are certain types of losses that are generally not insured because they are either uninsurable or not economically

Moreover, the cost of insurance has increased significantly, including as a result of the impact of climate change and inflation,

and we may not be able to obtain sufficient coverage at a reasonable cost to protect us against losses.

wholly-owned subsidiary in Puerto Rico has been granted certain incentives under Act 60 (described below), and the validity of these

incentives are conditioned on our continuous compliance with the terms and conditions of the grant.

Puerto Rican subsidiary has been granted various incentives under Act 60, including a reduced 1% income tax rate on its industrial development

income and a 15 year exemption term from (i) December 23, 2024 for income tax purposes, (ii) January 1, 2024 for real and personal property

tax purposes, and (iii) January 1, 2025 for municipal license tax purposes.

The validity of these tax incentives is conditioned

on our Puerto Rican subsidiary’s continuous compliance with the terms and conditions of the grant.

Except as set forth below, as of the date of this

Quarterly Report, there have been no material changes with respect to those risk factors previously disclosed in described in our Form

S-4 filed on January 15, 2025 and Closing Form 8-K filed on June 26, 2025.

Any of these factors could result in a significant or material

adverse effect on our results of operations or financial condition.

Additional risk factors not presently known to us or that we currently

deem immaterial may also impair our business or results of operations.

Business disruptions could have serious

adverse consequences on our future revenue and financial condition and result in losses that may not be covered by insurance.

Our operations, particularly our operations in

Puerto Rico, could be subject to the impact of natural or man-made disasters or other business disruptions, which include, but are not

limited to, earthquakes, hurricanes, typhoons, floods, water shortages, wildfires and fires, blizzards and other extreme weather conditions

as well as power outages, telecommunications, transportation or infrastructure failure, cybersecurity incidents or physical security breaches

related to such catastrophes, public health crises, such as pandemics and epidemics, and geopolitical conflicts, including acts of terrorism,

war and civil disorder.

We carry insurance against certain risks and in such amounts as we believe are customary for businesses of our

However, as the costs and availability of insurance change, we may decide not to be covered against certain losses, including losses

resulting from such natural and man-made disasters or environmental liabilities where, in the judgment of management, the insurance is

not warranted due to cost or availability of coverage or the remoteness of perceived risk.

Furthermore, there are certain types of losses

that are generally not insured because they are either uninsurable or not economically insurable.

Moreover, the cost of insurance has

increased significantly, including as a result of the impact of climate change and inflation, and we may not be able to obtain sufficient

coverage at a reasonable cost to protect us against losses.

Our wholly-owned subsidiary in Puerto Rico

has been granted certain incentives under Act 60 (described below), and the validity of these incentives are conditioned on our continuous

compliance with the terms and conditions of the grant.

Our Puerto Rican subsidiary has been granted various

incentives under Act 60, including a reduced 1% income tax rate on its industrial development income and a 15-year exemption term from

(i) December 23, 2024 for income tax purposes, (ii) January 1, 2024 for real and personal property tax purposes, and (iii) January 1,

2025 for municipal license tax purposes.

The validity of these tax incentives is conditioned on our Puerto Rican subsidiary’s

continuous compliance with the terms and conditions of the grant.

Sales of Equity Securities

and Use of Proceeds.

On June 18, 2025, we consummated the private placement

of 3,323,536 shares of Common Stock for an aggregate purchase price of $13,294,144 (the “Private Placement”).

Following the

closing of the Private Placement, proceeds of the sale of the Common Stock was available for the Company’s working capital purposes

The shares were subsequently registered with the SEC pursuant to our S-1 filing on September 18, 2025.

Defaults Upon Senior Securities

Mine Safety Disclosures.

Not applicable.

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