What changed in this filing

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Item 1A. Risk Factors

2024-04-16 compared with 2023-03-31 · 56 added, 106 removed, 591 unchanged (22% of the section changed)

9 unchanged sentences

Relating to Our Business and Industry

The coronavirus disease (COVID-19) pandemic has had, and may continue to have, an adverse effect on our business, results of operations, financial condition and cash flows.

Future epidemics or other public health emergencies could have similar effects.

We operate in industries that are cyclical and sensitive to general economic conditions, which could have a material adverse effect on our operating results, financial condition and cash flows.

Changing conditions in global markets including the impact of sanctions and tariffs, quotas and other trade actions and import restrictions may adversely affect our operating results, financial condition and cash flows.

Changes in the availability or price of inputs such as raw materials and end-of-life vehicles could reduce our sales.

Significant decreases in scrap metal prices may adversely impact our operating results.

Imbalances in supply and demand conditions in the global steel industry may reduce demand for our products.

Impairment of long-lived assets and equity investments may adversely affect our operating results.

We may be unable to renew facility leases, thus restricting our ability to operate.

Increases in the value of the U.S.

operate in industries that are cyclical and sensitive to general economic conditions, which could have a material adverse effect

on our operating results, financial condition and cash flows.

conditions in global markets including the impact of sanctions and tariffs, quotas and other trade actions and import restrictions

may adversely affect our operating results, financial condition and cash flows.

in the availability or price of inputs such as raw materials and end-of-life vehicles could reduce our sales.

decreases in scrap metal prices may adversely impact our operating results.

in supply and demand conditions in the global steel industry may reduce demand for our products.

of long-lived assets and equity investments may adversely affect our operating results.

may be unable to renew facility leases, thus restricting our ability to operate.

in the value of the U.S.

dollar relative to other currencies may reduce the demand for our products.

Equipment upgrades, equipment failures and facility damage may lead to production curtailments or shutdowns.

We are subject to legal proceedings and legal compliance risks that may adversely impact our financial condition, results of operations and liquidity.

Climate change may adversely impact our facilities and our ongoing operations.

Catastrophic events may disrupt our business and impair our ability to provide our platform to clients and consumers, resulting in costs for remediation, client and consumer dissatisfaction, and other business or financial losses.

upgrades, equipment failures and facility damage may lead to production curtailments or shutdowns.

are subject to legal proceedings and legal compliance risks that may adversely impact our financial condition, results of operations

and liquidity.

change may adversely impact our facilities and our ongoing operations.

events may disrupt our business and impair our ability to provide our platform to clients and consumers, resulting in costs for remediation,

client and consumer dissatisfaction, and other business or financial losses.

depend on a small number of suppliers for the materials necessary to run our business.

9 unchanged sentences

independent registered accounting firm has expressed concerns about our ability to continue as a going concern.

the past we have experienced material weaknesses in our internal control over financial reporting, which if continued, could impair our

financial condition.

the past we have experienced material weaknesses in our internal control over financial reporting, which if continued, could impair

our financial condition.

Relating to Government Laws and Regulations

31 unchanged sentences

disclosure controls and procedures may not prevent or detect all errors or acts of fraud.

As a newly Nasdaq-listed company, we will incur material increased costs

and become subject to additional regulations and requirements.

a newly Nasdaq-listed company, we will incur material increased costs and become subject to additional regulations and requirements.

Relating to Our Business and Industry

coronavirus disease (COVID-19) pandemic has had, and may continue to have, an adverse effect on our business, results of operations,

financial condition and cash flows.

Future epidemics or other public health emergencies could have similar effects.

operations expose us to risks associated with pandemics, epidemics or other public health emergencies, such as the COVID-19 pandemic

which spread to many other countries including the United States.

In March 2020, the World Health Organization characterized COVID-19

as a pandemic, and the President of the United States declared the COVID-19 outbreak a national emergency.

The outbreak resulted in governments

around the world implementing stringent measures to help control the spread of the virus, followed by phased regulations and guidelines

for reopening communities and economies.

In addition, governments and central banks in several parts of the world have enacted fiscal

and monetary stimulus measures to counteract the impacts of COVID-19.

are a company operating in a critical infrastructure industry, as defined by the U.S.

Department of Homeland Security.

Consistent with

federal guidelines and with state and local orders to date, we have continued to operate across our footprint.

Notwithstanding our continued

operations, COVID-19 has negatively impacted and may have further negative impacts on our financial performance, operations, supply chain

and flows of raw materials, transportation and logistics networks and customers.

Due in large part to the impacts of and response to

the spread of COVID-19, global economic conditions declined sharply during the second quarter of fiscal 2020, resulting in historic unemployment

levels, rapid changes in supply and demand in certain industry sectors, businesses switching to remote work or ceasing operations, and

consumers eliminating, restricting or redirecting spending.

The economic downturn adversely affected demand for our products and contributed

to weaker supply and demand conditions affecting prices and volumes in the markets for our products, services and raw materials.

fiscal 2020, in particular the second quarter, our operations, margins and results were adversely impacted by lower sales volumes of

recycled metals driven by severely constrained supplies of scrap metal including end-of-life vehicles, leading to lower processed volumes

at our recycling facilities.

We also experienced significant decreases in selling prices for our recycled metal products, softer demand,

supply chain disruptions, reduced availability of shipping containers, and other logistics constraints.

During 2021, metal prices recovered,

contributing to an increase in revenues, although supply chain disruptions persisted.

During 2022, we experienced minimal impacts from

the COVID-19 pandemic.

COVID-19 pandemic could further negatively impact our business or results of operations through the temporary closure of our operating

locations or those of our customers or suppliers, disrupting scrap metal inflows to our recycling facilities, limiting our ability to

process scrap metal through our shredder, inhibiting the manufacture of steel products at our steel mill, and delaying or preventing

deliveries to our customers, among others.

In addition, the ability of our employees and our suppliers’ and customers’ employees

to work may be significantly impacted by individuals contracting or being exposed to COVID-19, or as a result of prevention and control

measures, which may significantly hamper our production throughout the supply chain and constrict sales channels.

the severity, magnitude and duration of the COVID-19 pandemic and its economic consequences are uncertain, continually changing and difficult

to predict, the pandemic’s impacts on our operations and financial performance, as well as its impact on our ability to successfully

execute our business strategies and initiatives, are also uncertain and difficult to predict.

Further, the ultimate impact of the COVID-19

pandemic on our operations and financial performance depends on many factors that are not within our control, including, but not limited

governmental, business and individuals’ actions that have been and continue to be taken in response to the pandemic (including

restrictions on travel and transportation and workforce pressures);

the impact of the pandemic and actions taken in response on global

and regional economies and on levels of economic activity;

the availability of federal, state or local funding programs;

general economic

uncertainty in key global markets and financial market volatility;

global economic conditions and levels of economic growth;

pace of recovery when the COVID-19 pandemic subsides.

While we expect the COVID-19 pandemic to continue to negatively impact our results

of operations, cash flows and financial position, the current level of uncertainty over the economic and operational impacts of COVID-19

means the related financial impact cannot be reasonably estimated at this time.

operate in industries that are cyclical and sensitive to general economic conditions, which could have a material adverse effect on our

144 unchanged sentences

may be unable to renew facility leases, thus restricting our ability to operate.

lease a significant portion of our facilities.

The cost to renew such leases may increase significantly, and we may not be able to renew

such leases on commercially reasonable terms or at all.

Failure to renew these leases or find suitable alternative locations for our

facilities may impact our ability to continue operations within certain geographic areas, which could have a material adverse effect

on our financial condition, results of operations and cash flows.

We lease a significant portion of our facilities.

The cost to renew such leases may increase significantly, and we may not be able to renew such leases on same or commercially reasonable

terms, if not at all.

Failure to renew these leases or timely find suitable alternative locations for our facilities may impact our ability

to continue operations within certain geographic areas, which could have a material adverse effect on our financial condition, results

of operations and cash flows.

in the value of the U.S.

29 unchanged sentences

For information regarding our current significant legal proceedings and contingencies, see “Legal Proceedings”

in Part I, Item 3 and “Contingencies – Other” within Note 12 – Commitments and Contingencies in the notes to the financial

in Part I, Item 3 and “Contingencies – Other” within Note 11 – Commitments and Contingencies in the notes to

the financial statements.

change may adversely impact our facilities and our ongoing operations.

39 unchanged sentences

For the fiscal year ended December 31, 2023,

2022, three certain large customers individually accounted for $17,962,176, $5,332,834, and $4,301,328, or approximately 53%, 16%,

and 13% of our revenues, respectively.

For the fiscal year ended December 31, 2021, one customer accounted for $6,682,019, or

approximately 83% of our revenue.

two certain large customers individually accounted for $20,716,044 and $2,001,847 or approximately 58.08% and 5.61% of our revenues,

respectively.

For the fiscal year ended December 31, 2022, three certain large customers individually accounted for $17,962,176, $5,332,834,

and $4,301,328, or approximately 53%, 16%, and 13% of our revenues, respectively.

are inherent risks whenever a large percentage of total revenues are concentrated with a limited number of customers.

184 unchanged sentences

Litigation may be necessary to defend against these claims.

may also face claims that our use of technology licensed or otherwise obtained from a third party infringes the rights of others, under

such case we may not be allowed to continue using such technology and selling our inventories containing such technology.

In such cases,

we may seek indemnification from our licensors/suppliers under our contracts with them.

However, indemnification may be unavailable or

insufficient to cover our costs and losses, depending on our use of the technology, whether we choose to retain control over conduct of

the litigation, and other factors.

In addition, we may have to find substitute to keep using similar technology to our products, which

may be time-consuming and costly, if not impossible, upon such period our sales or manufacture of certain products may be negatively influenced.

Relating to Ownership of our Common Stock

67 unchanged sentences

management controls a large block of our Common Stock that will allow them to control us.

of March 29, 2023 members of our management team beneficially own approximately 39.35% of our outstanding common stock.

of April 12, 2024, members of our management team beneficially own approximately 8.18% of our outstanding common stock.

a result, management may have the ability to control substantially all matters submitted to our stockholders for approval including:

7 unchanged sentences

are authorized to issue up to 1,200,000,000 shares of Common Stock, of which 44,000,718 shares of Common Stock are issued and outstanding

as of March 29, 2023.

as of April 9, 2024.

Our Board of Directors has the authority to cause us to issue additional shares of Common Stock without consent

2 unchanged sentences

which could have an adverse effect on the trading market for our Common Stock.

in our Second Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws and Delaware law might discourage,

delay or prevent a change in control of our Company or changes in our management and, therefore, depress the market price of our

Common Stock.

in our Second Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws and Delaware law might discourage, delay

or prevent a change in control of our Company or changes in our management and, therefore, depress the market price of our Common Stock.

Second Amended and Restated Certificate of Incorporation provides that all Internal Corporate Claims must be brought solely and exclusively

47 unchanged sentences

As a newly Nasdaq-listed company, we will incur material increased costs and become subject to additional regulations and requirements.

As a newly Nasdaq-listed public company, we will incur material additional

legal, accounting and other expenses including recruiting and retaining qualified independent directors, payment of annual Nasdaq fees,

and satisfying Nasdaq’s standards for companies listed with it.

Because our common stock is listed on the Nasdaq, we must meet certain

financial and liquidity criteria to maintain such listing.

If we violate Nasdaq’s listing requirements, our common stock may be

If we fail to meet any of the Nasdaq’s listing standards, our common stock may be delisted.

In addition, our Board may

determine that the cost of maintaining our listing on a national securities exchange outweighs the benefits of such listing.

of our common stock from Nasdaq may materially impair our stockholders’ ability to buy and sell our common stock and could have

an adverse effect on the market price of, and the efficiency of the trading market for, our common stock.

The delisting of our common

stock could significantly impair our ability to raise capital and the value of your investment.

UNRESOLVED STAFF COMMENTS.

a newly Nasdaq-listed public company, we will incur material additional legal, accounting and other expenses including recruiting and

retaining qualified independent directors, payment of annual Nasdaq fees, and satisfying Nasdaq’s standards for companies listed

Because our common stock is listed on the Nasdaq, we must meet certain financial and liquidity criteria to maintain such listing.

If we violate Nasdaq’s listing requirements, our common stock may be delisted.

If we fail to meet any of the Nasdaq’s listing

standards, our common stock may be delisted.

In addition, our Board may determine that the cost of maintaining our listing on a national

securities exchange outweighs the benefits of such listing.

A delisting of our common stock from Nasdaq may materially impair our stockholders’

ability to buy and sell our common stock and could have an adverse effect on the market price of, and the efficiency of the trading market

for, our common stock.

The delisting of our common stock could significantly impair our ability to raise capital and the value of your

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-K

Item 1A. Risk Factors