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Item 1A. Risk Factors

2026-03-26 compared with 2025-03-27 · 1142 added, 27 removed, 0 unchanged (100% of the section changed)

Risk Factors.

As a smaller reporting company, we are not required

to include risk factors in this Annual Report.

Unresolved Staﬀ Comments.

Cybersecurity.

The Company maintains cyber

risk management designed to preserve the security of our data and technology infrastructure.

On an annual basis we conduct assessments

to identify cyber risks and have developed plans on how to address any such risks for remediation of vulnerabilities.

Risk management and strategy

We design and implement risk

management strategies for identification and management of material risks rising from cybersecurity threats and alerts.

Our method involves

a systematic evaluation of all potential threats reported and discovered, vulnerabilities, and their possible impacts on the Company’s

operations, data, and systems health.

Our cybersecurity risk management strategy includes:

Identify the risk to our environment;

IT to identify and resolve the threat;

cybersecurity training to our staff;

cybersecurity incident response plan.

Management and Board Oversight

Our management is responsible

for the oversight and administration of cyber security protocols.

Our management team relies on our third-party providers on administrating

cybersecurity assessments to identify, manage, mitigate, and respond to cybersecurity threats.

Management updates the Board as necessary,

regarding any significant cybersecurity occurrences.

Investing in our securities

involves a high degree of risk.

Before making any investment decision, you should consider carefully the following risks and other information

in this Report, including our consolidated financial statements and related notes.

The risks and uncertainties we describe are not the

only ones facing us.

Additional risks and uncertainties that we are unaware of or that we believe are not material at the time could also

materially adversely affect our business, financial condition or results of operations.

In any case, the value of our Common Stock could

decline, and you could lose all or part of your investment.

Please also see the section entitled “Cautionary Note Regarding Forward-Looking

Risks Related to Our Business and Industry

Our business is highly dependent on macroeconomic

residential real estate market conditions, including those affecting the broader mortgage market.

Deterioration of such conditions

may have a negative impact on our rate of growth and potential to achieve or maintain profitability.

Our success depends largely

on the health of the U.S.

residential real estate industry, which is seasonal, cyclical, and affected by changes in general economic

conditions beyond our control.

Any of the following macroeconomic factors could adversely affect demand for residential real estate, result

in falling home prices, and harm our business:

● increased interest rates;

● increased unemployment rates or stagnant or declining wages;

● slow economic growth or recessionary conditions;

● weak credit markets;

● low consumer confidence in the economy or the U.S.

real estate industry;

● adverse changes in local or regional economic conditions in

the markets that we serve;

● fluctuations in local and regional home inventory levels;

● constraints on the availability of mortgage financing, enhanced

mortgage underwriting standards, or increased down payment requirements;

● federal and state legislative, tax or regulatory changes that

would adversely affect the U.S.

residential real estate industry, including potential reform relating to Fannie Mae, Freddie Mac

and other government sponsored entities that provide liquidity to the mortgage market, and limitations on the deductions of certain mortgage

interest expenses;

● increases in the exchange rate for the U.S.

dollar compared

to foreign currencies, causing U.S.

real estate to be more expensive for foreign purchasers;

● foreign regulatory changes or capital controls that would

make it more difficult for foreign purchasers to withdraw capital from their home countries or purchase and hold U.S.

● strength of financial institutions;

● high levels of foreclosure activity in particular markets;

● a decrease in home ownership rates;

● general economic and real estate market conditions risks,

related to our acquisition, ownership and subsequent selling of real property;

● political uncertainty, changes in governmental policies, or

shifts in the regulatory environment;

● acts of nature, such as hurricanes, earthquakes, and other

natural disasters, as well as adverse environmental and climate changes that disrupt the local or regional real estate markets we serve.

We may not achieve or maintain profitability

in the future.

We expect to continue to make

future investments in developing and expanding our business, including technology, recruitment and training, marketing, and pursuing strategic

opportunities.

These investments may not result in increased revenue or growth in our business.

Additionally, we may incur significant

losses in the future for a number of reasons, including:

● our inability to grow market share;

● increased competition in the U.S.

residential real estate

● changes in our commission rates;

● our failure to realize our anticipated efficiency through

our technology and business model;

● failure to execute our growth strategies;

● declines in the U.S.

residential real estate industry;

● unforeseen expenses, difficulties, complications and delays,

and other unknown factors.

Accordingly, we may not be

able to achieve or maintain profitability and we may continue to incur significant losses in the future.

Our business is concentrated in certain

geographic markets.

Failing to grow in those markets or any disruptions in those markets could harm our business.

For 2024 and 2025, a substantial majority of our real estate revenue, respectively, was derived from our top markets, which consists primarily of major metropolitan areas

in California.

These markets are primarily major metropolitan areas, where home prices and transaction volumes are generally higher than

other markets.

Local and regional economic conditions in these markets differ materially from prevailing conditions in other parts of

the United States.

In addition, due to the higher home prices in these markets, our real estate revenue and gross margin is generally

higher in these markets than in our smaller markets.

Any overall or disproportionate downturn in demand or economic conditions in any

of our largest markets, particularly if we are not able to increase revenue from our other markets, could result in a decline in our revenue

and harm our business.

Our future market share gains may take longer

than planned and cause us to incur significant costs.

We represent people buying

and selling homes in California, in the future, we plan to expand to more markets in the United States.

We have a limited operating

history in many of these markets.

Expanding our services in existing and new markets and increasing the depth and breadth of our presence

imposes significant burdens on our marketing, compliance, and other administrative and managerial resources.

Our plan to expand and deepen

our market share in our existing markets and possibly expand into additional markets is subject to a variety of risks and challenges.

These risks and challenges include the varying economic and demographic conditions of each market, competition from local and regional

residential brokerage firms, variations in transaction dynamics, and pricing pressures.

Additionally, our earlier markets typically have

higher mean home prices than our more recent markets.

In addition, many valuable markets have established residential brokerages with

superior local referral networks, name recognition, and perceived local knowledge and expertise.

If we cannot manage our expansion efforts

efficiently, our market share gains could take longer than planned and our related costs could exceed our expectations.

In addition, we

could incur significant costs to seek to expand our market share, and still not succeed in attracting sufficient customers to offset such

We expect our revenue and results of operations

to fluctuate on a quarterly and annual basis.

Our revenue and results of

operations are likely to vary significantly from period to period and may fail to match expectations as a result of a variety of factors,

many of which are outside our control.

The other risk factors discussed in this “ Risk Factors ” section may contribute

to the variability of our quarterly and annual results.

In addition, our revenue and results may fluctuate as a result of:

● seasonal variances of home sales, which historically peak

during the summer and are weaker during the first and fourth quarters of each year;

● cyclical periods of slowdowns or recessions in the U.S.

estate market;

● our ability to increase market share;

● fluctuations in sale prices and transaction volumes in our

● the price of homes bought or sold by Linkhome homebuyers and

home sellers;

● price competition;

● volume of transactions in markets with a higher than average

mean home price;

● mix of transactions;

● impairment charges associated with goodwill and other intangible

● the timing and success of new offerings by us and our competitors;

● changes in local market conditions;

● changes in interest rates and the mortgage and credit markets;

● changes in federal, state, or local laws or taxes that affect

real estate transactions or residential brokerage, title insurance, and mortgage insurance industries;

● changes in multiple listing services, or MLS, or other rules

and regulations affecting the residential real estate industry;

● any acquisitions of, or investments in, third-party technologies

or businesses.

As a result of potential variations

in our revenue and results of operations, period-to-period comparisons may not be meaningful and the results of any one period should

not be relied on as an indication of future performance.

In addition, our results of operations may not meet the expectations of investors

or public market analysts who follow us, which may adversely affect our stock price.

Our business model

and growth strategy depend on our ability to attract homebuyers and home sellers to our website and mobile application in a cost-effective

Our success depends on our

ability to attract homebuyers and home sellers to our website and mobile application in a cost-effective manner.

Our website and mobile

application are our primary channels for meeting customers.

We rely on organic traffic generated from search engines and other unpaid

sources to meet customers.

We use a variety of media in our marketing efforts, including online and television advertising and social

media, to drive traffic.

We intend to continue to invest resources in our marketing efforts.

We are heavily dependent on

digital marketing initiatives such as search engine optimization to improve our website’s search result ranking and generate new

customer leads.

We also rely on other marketing methods such as social media marketing, paid search advertising, and targeted email communications.

Advertising platforms, such as Facebook, Google, and others, may raise their rates significantly, and we may choose to use alternative

and less expensive channels, which may not be as effective at attracting homebuyers and home sellers to our website and mobile application.

We also use video advertising, which may have significantly higher costs than other methods.

In addition, we may be required to expand

into or continue to invest in more expensive channels than those we are currently in, which could harm our business.

These marketing efforts may

not succeed for a variety of reasons, including changes to search engine algorithms, ineffective campaigns across marketing channels,

and limited experience in certain marketing channels like television.

External factors beyond our control may also affect the success

of our marketing initiatives, such as filtering of our targeted communications by email servers, homebuyers and home sellers failing to

respond to our marketing initiatives, and competition from third parties.

Any of these factors could reduce the number of homebuyers and

home sellers to our website and mobile application.

We also anticipate that our marketing efforts will become increasingly expensive as

competition increases and we seek to expand our business in existing markets.

Generating a meaningful return on our marketing initiatives

may be difficult.

If our strategies do not attract homebuyers and home sellers efficiently, our business and growth would be harmed.

if we successfully increase revenue as a result of these efforts, that additional revenue may not offset the related expenses we incur.

We rely heavily on internet search engines

and mobile application stores to direct traffic to our website and our mobile application, respectively.

We rely on Internet search

engines, such as Google, Bing and Yahoo!, to drive traffic to our website and on mobile application stores, such as Apple iTunes Store

and the Android Play Store, for downloads of our mobile application.

The number of visitors to our website and mobile application downloads

depends in large part on how and where our website and mobile application rank in Internet search results and mobile application stores,

respectively.

For example, when a user types a property address into an Internet search engine, we rely on that search engine to rank

our webpages in the search results and to direct a user to the listing on our website.

While we use search engine optimization to help

our webpages rank highly in search results, maintaining our search result rankings is not within our control.

Internet search engines

frequently update and change their ranking algorithms, referral methodologies, or design layouts, which determine the placement and display

of a user’s search results.

In some instances, Internet search engines may change these rankings in order to promote their own competing

services or the services of one or more of our competitors.

Similarly, mobile application stores can change how they display searches

and how mobile applications are featured.

For instance, editors at the Apple iTunes Store can feature prominently editor-curated mobile

applications and cause the mobile application to appear larger than other applications or more visibly on a featured list.

our website and mobile application have experienced fluctuations in search result and mobile application rankings in the past, and we

anticipate fluctuations in the future.

If our website or listings on our website fail to rank prominently in Internet search results,

our website traffic could decline.

Likewise, a decline in our website and mobile application traffic could reduce the number of customers

for our services.

Cyber-attacks and security vulnerabilities

could result in serious harm to our reputation, business, and financial condition.

Threats to network and data

security are constantly evolving and becoming increasingly diverse and sophisticated.

Our products and services, as well as our servers

and computer systems and those of third parties that we rely on, are subject to cybersecurity risks inherent to companies that process

personal data.

An increasing number of organizations have disclosed breaches of their information security systems, some of which have

involved sophisticated and highly targeted attacks.

To that end, we employ

robust security to defend against intrusion and attack of our systems, to protect our data and to resolve and mitigate the impact of

any incidents.

We also regularly educate our employees on these risks, and provide training to them to learn how to identify and

respond to the same.

Like most companies today, despite these efforts there is no way to fully remove the possibility of a

cybersecurity incident from occurring and we, and third parties that we rely on, will likely experience cyber incidents in the

Thus, in addition to the identified risk above, any additional future cyber incidents and resulting data breaches could

result in substantial liability, regulatory actions, financial penalties, significant out of pocket costs, damage to our data and

ability to do business, and reputational harm.

We and third parties that we

rely on may experience cybersecurity incidents due to human error, malfeasance, system errors or vulnerabilities, or other issues.

or perceived cybersecurity incidents relating to our data or confidential information could subject us to regulatory investigations and

orders, litigation, indemnity obligations, damages, penalties, fines and other costs in connection with actual and alleged contractual

breaches, violations of applicable laws and regulations and other liabilities.

Any such incident could also materially damage our reputation

and harm our business, results of operations and financial condition.

We maintain errors, omissions, and cyber liability insurance policies

covering certain security and privacy damages.

However, we cannot be certain that our coverage will always be adequate for the liabilities

actually incurred or that insurance will continue to be available to us on economically reasonable terms, or at all, especially depending

on the facts of the situation and method of incident.

We may not be able to obtain and maintain

accurate, comprehensive, or reliable data, because data suppliers may withdraw data that we have previously collected or withhold data

from us in the future or we may fail to maintain and improve our methods and technologies, or anticipate new methods or technologies,

for data collection, organization, and cleansing.

As a result, we may experience reduced demand for our products and services and loss

of customer confidence.

Our success depends on our

users’ confidence in the depth, breadth, and accuracy of our data.

The task of establishing and maintaining accurate data is challenging

and expensive.

The depth, breadth, and accuracy of our data differentiates us from our competitors.

If our data, including the data we

obtain from third parties and our data extraction, cleaning, and insights, are not current, accurate, comprehensive, or reliable, it would

increase the likelihood of negative user experiences, which in turn would reduce the likelihood of users utilizing our app or website

and harm our reputation, making it more difficult to obtain new users, which could have an adverse effect on our business, results of

operations, and financial condition.

If we cannot obtain and provide to our customers

comprehensive and accurate real estate listings quickly, or at all, our business will suffer.

Our ability to attract consumers

to our website and mobile application is heavily dependent on our timely access to comprehensive and accurate real estate listings data.

We get listings data primarily from MLS in the markets we serve.

We also source listings data from public records, other third-party listing

providers, and individual homeowners and brokers.

Many of our competitors and other real estate websites also have access to MLS and other

listings data, including proprietary data, and may be able to source listings data or other real estate information faster or more efficiently

Since MLS participation is voluntary, brokers and homeowners may decline to post their listings data to their local MLS or

may seek to change or limit the way that data is distributed.

A competitor or another industry participant could also create an alternative

listings data service, which may reduce the relevancy and comprehensive nature of the MLS.

If MLS cease to be the predominant source of

listings data in the markets that we serve, we may be unable to get access to comprehensive listings data on commercially reasonable terms,

or at all, and we may be unable to provide timely listings to our customers.

If we do not comply with the rules, terms

of service and policies of the MLS, our access to and use of listings data may be restricted or terminated and harm our business.

We must comply with the MLS’s

rules, terms of service and policies to access and use its listings data.

Each MLS that we belong to has adopted its own rules, terms

of service, and policies governing, among other things, how MLS data may be used, and listings data must be displayed on our website and

mobile application.

These rules typically do not contemplate multi-jurisdictional online brokerages like ours and vary widely among markets.

They also are in some cases inconsistent with the rules of other MLS such that we are required to customize our website, mobile application,

or service to accommodate differences between MLS rules.

Complying with the rules of each MLS requires significant investment, including

personnel, technology and development resources, other resources, and the exercise of considerable judgment.

If we are deemed to be noncompliant

with an MLS’s rules, we may face disciplinary sanctions in that MLS, which could include monetary fines, restricting or terminating

our access to that MLS’s data, or other disciplinary measures.

The loss or degradation of this listings data could materially and

adversely affect traffic to our website and mobile application, making us less relevant to consumers and restricting our ability to attract

It also could reduce agent and customer confidence in our services and harm our business.

Competition in the residential brokerage

industry is intense and if we cannot compete effectively, our business will be harmed.

We face intense competition

in each of the markets we serve.

We compete primarily against other residential brokerages, which include operations affiliated with national

or local brands and small independent brokerages.

We also compete with a growing number of AI-based residential brokerages and others

who operate with non-traditional real estate business models.

Competition with brokerages is particularly intense in some of the densely

populated metropolitan markets we serve.

To capture and retain market share, we must compete successfully against other brokerages, not

only for customers, but also for high-performing agents and other critical employees.

The residential brokerage industry

has low barriers to entry for new participants, including other technology-driven brokerages that offer lower commissions than the traditional

pricing model.

We may change our pricing strategies in response to a number of factors, including competitive pressures or in response

to transaction volume fluctuations in particular markets we serve.

As competitors introduce new offerings that compete with ours or reduce

their commission rates, we may need to change our pricing strategies to compete effectively.

Any such changes, particularly in the top

markets we serve, may affect our ability to compete successfully and harm our business.

Many of our brokerage competitors

have substantial competitive advantages, such as longer operating histories, greater financial resources, stronger brand recognition,

more management, sales, marketing and other resources, and extensive relationships with participants in the residential real estate industry,

including third-party data providers such as MLS.

Consequently, these brokerages may have an advantage in recruiting and retaining agents,

attracting consumers, acquiring customers, and growing their businesses.

They may be able to provide consumers with offerings that are

different from or superior to those we provide.

They may also be acquired by third parties with greater resources than ours, which would

further strengthen and enable them to compete more vigorously or broadly with us.

The success of our competitors could result in our loss

of market share and harm our business.

Our revenue may not continue to grow at

its recent pace, or at all.

Our revenue may not continue

to grow at the same pace as it has over the past several years.

We believe that our future revenue growth will depend, among other

factors, on our ability to:

● successfully expand and deepen our business and market share;

● respond to seasonality and cyclicality in the real estate

industry and the U.S.

● compete with the pricing and offerings of our competitors;

● attract more customers to our website and mobile application;

● successfully invest in developing technology, tools, features,

and products;

● maintain high levels of customer service;

● maximize our agents’ productivity;

● attract and retain high-quality agents;

● successfully contract with high-quality partner agents;

● increase our brand awareness.

We may not be successful

in our efforts to do any of the foregoing, and any failure to be successful in these matters could adversely affect our revenue growth.

You should not consider our past revenue growth to be indicative of our future growth.

If we’re not able to deliver a rewarding

experience on mobile devices, whether through our mobile website or mobile application, we may be unable to attract and retain customers.

Developing and supporting a

mobile website and mobile application across multiple operating systems and devices requires substantial time and resources.

be able to consistently provide a rewarding customer experience on mobile devices and, as a result, customers we meet through our mobile

website or mobile application may not choose to use our brokerage services, or those of our partner agents, at the same rate as customers

we meet through our website.

As new mobile devices and mobile

operating systems are released, we may encounter problems in developing or supporting our mobile website or mobile application for them.

Developing or supporting our mobile website or mobile application for new devices and their operating systems may require substantial

time and resources.

The success of our mobile website and mobile application could also be harmed by factors outside our control, such

● increased costs to develop, distribute, or maintain our mobile

website or mobile application;

● changes to the terms of service or requirements of a mobile

application store that requires us to change our mobile application development or features in an adverse manner;

● changes in mobile operating systems, such as Apple’s

iOS and Google’s Android, that disproportionately affect us, degrade the functionality of our mobile website or mobile application,

require that we make costly upgrades to our offerings, or give preferential treatment to competitive websites or mobile applications.

Adverse developments in economic conditions

could harm our business.

Our business is sensitive to

general economic conditions that are outside our control.

These conditions include interest rates, inflation, fluctuations in consumer

confidence, fluctuations in equity and debt capital markets, availability of credit, and the strength of financial institutions, which

are sensitive to changes in the general macroeconomic environment.

A host of factors beyond our control could cause fluctuations in these

conditions, including the political environment, disruptions in an economically significant geographic region, or equity or debt markets,

acts or threats of war, or terrorism, any of which could harm our business.

Our growth may be limited due to historically

low home inventory levels.

Traditionally, a “balanced”

residential real estate industry requires enough homes on the market to satisfy six months of homebuyer demand.

In recent years,

home inventory has remained at historically low levels in many parts of the United States.

Low inventory levels can harm our ability

to attract customers, inflate home prices, increase competition for homes, increase our operating expenses because of home touring and

offer-writing activities that do not result in closed home purchases, and reduce transaction volumes.

As a result, our customers may be

unable to complete a sufficient number of real estate transactions to sustain or grow our transaction volume and revenue.

We are, and expect in the future to become,

subject to an increasing variety of federal, state and local laws and regulations, many of which are continuously evolving, which increases

our compliance costs and could subject us to claims or otherwise harm our business.

We are currently subject to

a variety of, and may in the future become subject to, additional, federal, state, and local laws that are continuously changing, including

laws related to:

the real estate, brokerage, title, and mortgage industries;

mobile- and Internet-based businesses;

and data security,

advertising, privacy and consumer protection laws.

For instance, we are subject to federal laws such as the Fair Housing Act of 1968,

or FHA, and the Real Estate Settlement Procedures Act of 1974.

These laws can be costly to comply with, require significant

management attention, and could subject us to claims, government enforcement actions, civil and criminal liability, or other remedies,

including revocation of licenses and suspension of business operations.

In some cases, it is unclear

as to how such laws and regulations affect us based on our business model that is unlike traditional brokerages, and the fact that those

laws and regulations were created for traditional real estate brokerages.

If we are unable to comply with and become liable for violations

of these laws or regulations, or if unfavorable regulations or interpretations of existing regulations by courts or regulatory bodies

are implemented, we could be directly harmed and forced to implement new measures to reduce our liability exposure.

It could cause our

operations in affected markets to become overly expensive, time consuming, or even impossible.

This may require us to expend significant

time, capital, managerial, and other resources to modify or discontinue certain operations, limiting our ability to execute our business

strategies, deepen our presence in our existing markets, or expand into new markets.

In addition, any negative exposure or liability could

harm our brand and reputation.

Any costs incurred as a result of this potential liability could harm our business.

Further, due to the geographic

scope of our operations and the nature of the services we provide, we may be required to obtain and maintain additional real estate brokerage,

title insurance agency, and mortgage broker licenses in certain states where we operate.

Additionally, if we enter new markets, we may

be required to comply with new laws, regulations, and licensing requirements.

As part of licensing requirements, we are typically required

to designate individual licensees of record.

We cannot assure you that we are, and will remain at all times, in full compliance with

all real estate, title insurance, and mortgage licensing laws and regulations, and we may be subject to fines or penalties, including

license revocation, for any non-compliance.

If in the future a state agency were to determine that we are required to obtain additional

licenses in that state in order to transact business, or if we lose an existing license or are otherwise found to be in violation of

a law or regulation, our business operations in that state may be suspended until we obtain the license or otherwise remedy the compliance

Our failure to comply with the requirements

governing the licensing and conduct of real estate brokerage and brokerage-related businesses in the jurisdictions in which we operate

could adversely affect our business.

Linkhome, as a licensed real

estate brokerage firm, and our agents are required to comply with the requirements governing the licensing and conduct of real estate

brokerage and brokerage-related businesses in the markets where we operate.

These laws and regulations contain general standards for and

limitations on the conduct of real estate brokerages and agents, including those relating to licensing of brokerages and agents, fiduciary

and agency duties, administration of trust funds, collection of commissions, advertising, and consumer disclosures.

Under applicable laws

and regulations, our agents, managing brokers, designated brokers, and other individual licensees have certain duties and are responsible

for the conduct of real estate brokerage activities.

If we or our agents fail to obtain or maintain the licenses and permits for conducting

our brokerage business required by law or fail to conduct ourselves in accordance with the associated regulations, the relevant government

authorities may order us to suspend relevant operations or impose fines or other penalties.

There is no assurance that we will be able

to obtain or renew these licenses in a timely manner, or at all.

Our fee-based service offerings may require

additional real estate, mortgage, title, insurance, or other licenses, and failure to obtain or maintain such licenses could limit our

growth, subject us to penalties, or force us to discontinue certain services.

We currently derive revenue

from, and intend to expand, fee-based services such as mortgage referral, property management, title-related facilitation and other ancillary

Many of these activities are governed by complex and continuously evolving federal, state and local laws, including licensing

regimes administered by real estate commissions, departments of insurance and financial services regulators.

We are not presently licensed

to offer title insurance or certain other regulated services in any jurisdiction, and there is no assurance that we will be able to obtain

or maintain the required approvals on a timely basis or at all.

Operating without the appropriate licenses, or failing to comply with

associated conduct requirements, could result in civil or criminal penalties, monetary fines, cease-and-desist orders, rescission of contracts,

restitution to customers, reputational damage and the suspension or revocation of existing licenses.

Any of these outcomes could impair

our ability to grow our fee-based revenue streams and could materially and adversely affect our business and financial performance.

We are subject to certain risks related

to litigation filed by or against us, and adverse results may harm our business and financial condition.

We are from time to time involved

in, and may in the future be subject to, claims, suits, government investigations, and proceedings arising from our business.

predict with certainty the cost of defense, the cost of prosecution, insurance coverage, or the ultimate outcome of litigation and other

proceedings filed by or against us, including remedies, damage awards, and penalties.

Regardless of outcome, any such claims or actions

could require significant time, money, managerial and other resources, result in negative publicity, and harm our business and financial

Such litigation and other proceedings may relate to:

● violations of laws and regulations governing the residential

brokerage, title, or mortgage industries;

● employment law claims, including claims regarding worker misclassification;

● compliance with wage and hour regulations;

● privacy, cybersecurity incidents, and data breach claims;

● intellectual property disputes;

● consumer protection and fraud matters;

● brokerage disputes such as the failure to disclose hidden

property defects, as well as other claims associated with failure to meet our client legal obligations, or incomplete or inaccurate listings

● claims that our agents or brokerage engage in discriminatory

behavior in violation of the FHA;

● liability based on the conduct of individuals or entities

outside of our control, such as independent contractor partner agents or independent contractor associate agents;

● disputes relating to our commercial relationships with third

● actions relating to claims alleging other violations of federal,

state, or local laws and regulations.

In addition, class action lawsuits,

can often be particularly vexatious litigation given the breadth of claims, the large potential damages claimed, and the significant costs

The risks of litigation become magnified and the costs of settlement increase in class actions in which the courts grant partial

or full certification of a large class.

Also, insurance coverage may be unavailable for certain types of claims and, even where available,

insurance carriers may dispute coverage for various reasons, including the cost of defense.

Further, such insurance may not be sufficient

to cover the losses we incur.

Any failure to maintain, protect, and enhance

our brand could hurt our ability to grow our business, particularly in markets where we have limited brand recognition.

Maintaining, protecting, and

enhancing our brand is critical to growing our business, particularly in markets where we have limited brand recognition and compete with

well-known traditional brokerages with longer histories and established community presence.

This will partially depend on our ability

to continue to provide high-value, customer-oriented, and differentiated services, and we may not be able to do so effectively.

and maintaining the quality of our brand may require us to make substantial investments, such as in marketing and advertising, technology,

and agent training.

If we do not successfully build and maintain a strong brand, our business could be harmed.

In addition, despite these

investments, our brand could be damaged from other events that are or may be beyond our control, such as litigation and claims, our failure

to comply with local laws and regulations, and illegal activity such as phishing scams or cybersecurity attacks targeted at us, our customers,

We are subject to an array of employment-related

laws and regulations and failure to comply with these obligations could harm our business.

Our relationship with our employees

is subject to various tax, wage and hour, unemployment, workers’ compensation, right to organize, anti-discrimination, workplace

safety, and other employment-related laws.

Each state has its own unique wage and hour laws, which have been the subject of growing litigation

In addition, federal and state regulatory authorities have increasingly challenged the classification of workers as independent

contractors rather than as employees.

Legislators have also proposed legislation to make it easier to reclassify independent contractors

as employees, including legislation to increase recordkeeping requirements for employers of independent contractors, and to abolish safe

harbors allowing certain individuals to be treated as independent contractors.

Federal agencies and each state have their own rules and

tests for determining the classification of workers, as well as whether employees meet exemptions from minimum wages and overtime laws.

These tests consider many factors that also vary from state to state and have evolved based on case law, regulations, and legislative

changes and frequently involve factual analysis as well.

We may face significant penalties and damages if we are found to be noncompliant

with any of these laws and regulations.

If our technology and development efforts

are not successful, our business may be harmed.

We intend to continue investing

significant resources in developing technology, tools, features, and products.

If we do not spend our development budget efficiently

or effectively on commercially successful and innovative technologies, we may not realize the expected benefits of our strategy.

technology development is inherently challenging and expensive, and the nature of development cycles may result in delays between the

time we incur expenses and the time we make available new offerings and generate revenue, if any, from those investments.

customer demand for an offering we are developing could also decrease after the development cycle has commenced, and we would not be

able to recoup substantial costs we incurred.

In addition, there are many competitors in the markets we serve, including brokerages as

well as non-brokerage real estate websites, and we may not be able to effectively compete both as a brokerage and a developer of technology.

We cannot assure you that we will be able to identify, design, develop, implement, and utilize, in a timely and cost-effective manner,

technologies necessary for us to compete effectively, that such technologies will be commercially successful, or that products and services

developed by others will not render our offerings noncompetitive or obsolete.

If we do not achieve the desired or anticipated customer

acquisition and transaction efficiency leverage from our technology investments, our business may be harmed.

Our introduction of new services, and the

expansion of existing services such as Cash Offer for customers and buying and selling homes directly, could fail to produce the desired

or predicted results or harm our reputation.

From time to time, we develop

new services.

For example, in the third quarter of 2023, we began originating an underwritten cash offer service called Cash Offer for

customers in California through our wholly owned subsidiary, Linkhome Realty Group.

Using this service incurs additional transfer fees,

increasing the cost of transactions.

If the customer’s loan is not approved or approval times are delayed, or if for any reason

the customer does not close on the transaction, it could cause customers to fail to complete a contemplated Cash Offer transaction, increasing

the risk that Linkhome Realty Group would then own the property and need to re-list the contemplated property or sell it at a discount.

We plan in the future begin

testing an experimental new service called Linkhome Flash Sale, where we buy homes directly from home sellers through a wholly owned subsidiary

and resell them to homebuyers.

Our estimates of what a home is worth and the algorithm we use to inform those estimates may not be accurate

and we may pay more for homes than their resale value.

In determining whether a particular property meets our purchase criteria, we make

a number of additional assumptions, including the estimated time of possession, market conditions and proceeds on resale, renovation costs,

and holding costs.

These assumptions may not be accurate, particularly because properties vary widely in terms of quality, location, need

for renovation, and property hazards.

Unknown defects in any acquired properties may also affect their resale value.

As a result, we may

pay more to buy these properties than their resale value, and we may not be able to resell them as anticipated or at all.

Homes that we

own might suffer losses in value due to rapidly changing market conditions, natural disasters, or other forces outside our control.

We have limited experience

operating businesses outside of our core brokerage and forecasting our revenue for any new service is inherently uncertain;

results may vary significantly from what we desire or predict.

Additionally, our new services may fail to attract customers, reduce customer

confidence in our services, undermine our customer-first reputation, create real or perceived conflicts of interest between us and our

customers, expose us to increased market risks, subject us to claims related to undisclosed defects in homes that we sell, alleging that

we have breached our duties to our customers, or result in other disputes with our customers.

Any of these events could harm our reputation

or mean that such new services will harm our business.

New services that we plan to introduce and

implement may subject us to new laws and regulations.

From time to time, we may introduce

and implement new services in highly regulated areas.

For instance, our title and settlement services are subject to regulation by insurance

and other regulatory authorities on the federal level and in each state in which we provide such services.

Compliance with new and existing

regulatory and compliance regimes is time consuming and may require significant time and effort, which may divert attention and resources

from our other offerings.

Mortgage is subject to a wide

array of stringent federal and state laws, regulations, and agency oversight.

These include laws and regulations governing the relationship

between us and mortgage lenders, the manner in which the Company conducts or may in the future conduct loan origination and servicing,

the fees that it may charge, procedures relating to real estate settlement, fair lending, fair credit reporting, truth in lending, loan

officer licensing, property valuation, escrow, payment processing, collection, foreclosure, and federal and state disclosure and licensing

requirements, as they may be applicable to services that we currently or may in the future offer.

The sharing, use, disclosure, and protection

of information that Linkhome could collect in connection with the foregoing is governed by federal, state, and international laws regarding

privacy and data security, all of which are constantly evolving.

Changes to or a failure to comply with these laws and regulations could

limit our ability to refer, originate or fund mortgage loans, require us to change our business practices, result in revocation or suspension

of our licenses and subject us to significant civil and criminal penalties.

Any such events could harm our business.

Homes that we own are also

subject to federal, state, and local laws governing hazardous substances.

These laws often impose liability without regard to whether

the owner was responsible for, or aware of, the release of such hazardous substances.

If we take title to a property, the presence of

hazardous substances may adversely affect our ability to resell the property, and we may became liable to governmental entities or third

parties for various fines, damages, or remediation costs.

If our current or future technology developments

and service improvements do not meet customer or agent expectations, our business may be harmed.

Our technology-powered brokerage

model is relatively new and unproven, and differs significantly from traditional residential brokerages.

Our success depends on our ability

to innovate and adapt our technology-powered brokerage to meet evolving industry standards and customer and agent expectations.

expended, and expect to continue to expend, substantial time, capital, and other resources to understand the needs of customers and agents

and to develop technology and service offerings to meet those needs.

We cannot assure you that our current and future offerings will be

satisfactory to or broadly accepted by customers and agents, or competitive with the offerings of other businesses.

If our current or

future offerings are unable to meet industry and customer and agent expectations in a timely and cost-effective manner, our business may

We could be required to cease certain activities

or incur substantial costs as a result of any claim of infringement of another party’s intellectual property rights.

From time to time, we may receive

claims from third parties, including our competitors, that our offerings or underlying technology infringe or violate that third party’s

intellectual property rights.

We may be unaware of the intellectual property rights of others that may cover some or all of our technology.

If we are sued by a third party that claims our technology infringes on its rights, the litigation (with or without merit) could be expensive,

time-consuming, and distracting to management.

The results of such disputes

or litigation are difficult to predict.

The results of any intellectual property litigation to which we might become a party may require

us to do one or more of the following:

● cease offering or using technologies that incorporate the

challenged intellectual property;

● make substantial payments for judgments, legal fees, settlement

payments, ongoing royalties, or other costs or damages;

● obtain a license, which may not be available on reasonable

terms or at all, to use the relevant technology;

● redesign our technology to avoid infringement.

If we are required to make

substantial payments or undertake any of the other actions noted above as a result of any intellectual property infringement claims against

us, such payments or costs could have an adverse effect on our business and financial results.

Even if we were to prevail, such claims

and proceedings could harm our business.

Any failure to protect our intellectual

property rights could impair our ability to protect our proprietary technology and our brand.

Our success and ability to

compete depends in part on our intellectual property.

We primarily rely on a combination of patent, trademark, trade secret, and copyright

laws, as well as confidentiality procedures and contractual restrictions with our employees, independent contractors and others to establish

and protect our intellectual property rights.

However, the steps we take to protect our intellectual property rights may be inadequate

or we may be unable to secure intellectual property protection for all of our technology and methodologies.

If we are unable to protect

our intellectual property, our competitors could use our intellectual property to market offerings similar to ours and our ability to

compete effectively would be impaired.

Moreover, others may independently develop technologies that are competitive to ours or infringe

on our intellectual property.

The enforcement of our intellectual property rights depends on our legal actions against these infringers

being successful, but we cannot be sure these actions will be successful, even when our rights have been infringed.

In addition, defending

our intellectual property rights might entail significant expense and diversion of management resources.

Any of our intellectual property

rights may be challenged by others or invalidated through administrative processes or litigation.

Furthermore, legal standards relating

to the validity, enforceability, and scope of protection of intellectual property rights are uncertain and constantly changing.

despite our efforts, we may be unable to prevent third parties from infringing or misappropriating our intellectual property.

Any intellectual

property that we own may not provide us with competitive advantages or may be successfully challenged by third parties.

Our efforts to enforce our

intellectual property rights may be met with defenses, counterclaims, and countersuits attacking the validity and enforceability of our

intellectual property rights.

Litigation to protect and enforce our intellectual property rights could be expensive, time-consuming and

distracting to management, and could ultimately result in the impairment or loss of portions of our intellectual property.

We employ third-party licensed technology,

and the inability to maintain these licenses or errors in the software we license could result in increased costs, or reduced service

levels, which would harm our business.

Our technology employs certain

third-party software obtained under licenses from other companies.

We anticipate that we will continue to rely on such third-party software

and tools in the future.

Although we believe that there are commercially reasonable alternatives to the third-party software we currently

license, this may not always be the case, or it may be difficult or costly to replace.

In addition, integration of our technology with

new third-party software may require significant work and require substantial investment of our time and resources.

Also, to the extent

that our technology depends on the successful operation of third-party software, any undetected errors or defects in the third-party software

could prevent the deployment or impair the functionality of our technology, delay new offerings, result in a failure of our website or

mobile application, and harm our reputation.

Our use of additional or alternative third-party software would require us to enter into

license agreements with third parties, which may not be available on commercially reasonable terms, or at all.

Some aspects of our technology include open

source software, and any failure to comply with the terms of one or more of these open source licenses could harm our business.

Our technology incorporates

software covered by open source licenses.

The terms of various open source licenses have not been interpreted by U.S.

there is a risk that such licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our technology.

If portions of our proprietary software are determined to be subject to an open source license, we could be required to publicly release

the affected portions of our source code, re-engineer all or a portion of our technologies or otherwise be limited in our use of such

software, each of which could reduce or eliminate the value of our technologies and harm our business.

In addition to risks related to

license requirements, use of open source software can lead to greater risks than use of third-party commercial software, as open source

licensors generally do not provide warranties or controls on the origin of the software.

Many of the risks associated with use of open

source software cannot be eliminated and, if such risks materialize, could harm our business.

Moreover, we cannot assure

you that our processes for controlling our use of open source software will be effective.

If we are held not to have complied with the

terms of an applicable open source software license, we could be required to seek licenses from third parties to continue offering our

services on terms that are not economically feasible, to re-engineer our technology to remove or replace the open source software, to

discontinue the use of certain technology if re-engineering could not be accomplished on a timely basis, to pay monetary damages, to make

generally available the source code for our proprietary technology, or to waive certain intellectual property rights, any of which could

harm our business.

Responding to any infringement

or other enforcement claim, regardless of its validity, could harm our business, results of operations, and financial condition, by, among

other things:

● resulting in time-consuming and costly litigation;

● diverting management’s time and attention from developing

our business;

● requiring us to pay monetary damages or enter into royalty

and licensing agreements that we would not normally find acceptable;

● requiring us to redesign certain components of our software

using alternative non-infringing source technology or practices, which could require significant effort and expense;

● disrupting our customer relationships if we are forced to

cease offering certain services;

● requiring us to waive certain intellectual property rights

associated with our release of open source software, or contributions to third-party open source projects;

● requiring us to disclose our software source code;

● requiring us to satisfy indemnification obligations.

Our business depends on third-party network

and mobile infrastructure and on our ability to maintain and scale the technology underlying our offerings.

Our brand, reputation, and

ability to attract homebuyers and home sellers and provide our offerings depend on the reliable performance of third-party network and

mobile infrastructure.

As the number of homebuyers and home sellers, agents, and listings shared on our website and mobile application

and the extent and types of data grow, our need for additional network capacity and computing power will also grow.

Operating our underlying

technology systems is expensive and complex, and we could experience operational failures.

If we experience interruptions or failures

in these systems, whether due to system failures, computer viruses, physical or electronic break-ins, attacks on domain name servers or

other third parties on which we rely, or any other reason, the security and availability of our services and technologies could be affected.

Any such event could harm our reputation, result in a loss of consumers, customers and agents using our offerings, and cause us to incur

additional costs.

Our website is hosted at a single facility,

the failure of which would harm our business.

Our website is hosted at a

single facility in Phoenix, Arizona.

We do not currently have a back-up web hosting facility in a different geographic area.

facility experience outages or downtimes for any reason, including a natural disaster or some other event, such as human error, fire,

flood, power loss, telecommunications failure, physical or electronic break-ins, terrorist attacks, acts of war, and similar events, we

could suffer a significant interruption of our website and mobile application, which would harm our business.

In addition, our website

and mobile application could be interrupted even if this facility experiences temporary outages, which could also negatively affect our

services and harm our business.

Cybersecurity incidents could disrupt our

business operations, result in the loss of critical and confidential information, and harm our business.

Global cybersecurity threats

and incidents directed at us or our third-party service providers can range from uncoordinated individual attempts to gain unauthorized

access to information technology systems to sophisticated and targeted measures known as advanced persistent threats.

In the ordinary

course of our business, we and our third-party service providers collect and store sensitive data, including our proprietary business

information and intellectual property, and that of our customers, including personally identifiable information.

Additionally, we rely

increasingly on third-party providers to store and process data, and to communicate and work collaboratively.

The secure processing, maintenance,

and transmission of information are critical to our operations and we rely on the security procedures of these third-party providers.

Although we employ comprehensive measures designed to prevent, detect, address, and mitigate these threats (including access controls,

data encryption, vulnerability assessments, and maintenance of backup and protective systems), cybersecurity incidents, depending on their

nature and scope, could potentially result in the misappropriation, destruction, corruption, or unavailability of critical data and confidential

or proprietary information (our own or that of third parties, including personally identifiable information of our customers) and the

disruption of business operations.

Any such compromises to our security, or that of our third-party providers, could cause customers to

lose trust and confidence in us, and stop using our website and mobile application in their entirety.

In addition, we may incur significant

costs for remediation that may include liability for stolen assets or information, repair of system damage, and compensation to customers

and business partners.

We may also be subject to legal claims, government investigation, and additional state and federal statutory requirements.

Our software is highly complex and may contain

undetected errors.

The software and systems underlying

our technology and offerings are highly complex and may contain undetected errors or vulnerabilities, some of which may only be discovered

after their implementation.

Our development and testing processes may not be sufficient to ensure that we will not encounter technical

Any inefficiencies, errors, technical problems, or vulnerabilities discovered in our software and systems after release could

reduce the quality of our services or interfere with our agents’ and customers’ access to and use of our technology and offerings.

This could result in damage to our reputation, loss of revenue or liability for damages, any of which could harm our business.

Changes in privacy or consumer protection

laws could adversely affect our ability to attract customers and harm our business.

We collect information relating

to our customers as part of our business and marketing activities.

The collection and use of personal data is governed by privacy laws

and regulations of the United States and other jurisdictions.

Privacy regulations continue to evolve and, occasionally, may be inconsistent

from one jurisdiction to another.

Compliance with applicable privacy regulations may increase our operating costs or adversely affect

our ability to market our services and products and serve our customers.

In addition, non-compliance with applicable privacy regulations

by us, or a breach of security systems storing our data, may result in fines, payment of damages, or restrictions on our use or transfer

In addition, we are subject

to, and may become subject to additional, laws or regulations that restrict or prohibit use of emails, similar marketing or advertising

activities or other types of communication that we currently rely on.

Such laws and regulations currently include the CAN-SPAM Act of 2003

and similar laws adopted by a number of states to regulate unsolicited commercial emails;

Federal Trade Commission guidelines

that impose responsibilities on companies with respect to communications with consumers;

federal and state laws and regulations prohibiting

unfair or deceptive acts or practices;

and the Telephone Consumer Protection Act that limits certain uses of automatic dialing systems,

artificial or prerecorded voice messages and SMS text messages.

Any further restrictions under such laws that govern our marketing and

advertising activities could adversely affect the effectiveness of our marketing and advertising activities or other customer communications.

Furthermore, even if we can comply with existing or new laws and regulations, we may discontinue certain activities or communications

if we become concerned that our customers or potential customers deem them intrusive or they otherwise adversely affect our reputation.

If our marketing and advertising activities are restricted, our ability to attract customers could be adversely affected and harm our

If our promotional emails are not delivered

and accepted, or are routed by email providers less favorably than other emails, our business may be harmed.

We rely on targeted email campaigns

to generate customer interest in our products and services.

If email providers implement new or more restrictive email delivery policies

it may become more difficult to deliver emails to our customers.

For example, certain email providers categorize commercial email as “promotional,”

and direct such emails to a less readily-accessible section of a customer’s inbox.

If email providers materially limit or halt the

delivery of certain of our emails, or if we fail to deliver emails to customers in a manner compatible with email providers’, email

handling or authentication technologies, our ability to generate customer interest in our offerings using email may be restricted, which

could harm our business.

We rely on business data to make business

decisions and drive our machine-learning technology, and errors or inaccuracies in such data may adversely affect our business decisions

and the customer experience.

We regularly analyze business

data to evaluate growth trends, measure our performance, establish budgets, and make strategic decisions.

Much of this data is internally

generated and calculated and has not been independently verified.

While our business decisions are based on what we believe to be reasonable

calculations for the applicable period of measurement, there are inherent challenges in measuring and interpreting the data, and we cannot

be sure that the data, or the calculations using such data, are accurate.

Errors or inaccuracies in the data could result in poor business

decisions, resource allocation, or strategic initiatives.

For instance, if we overestimate traffic to our website and mobile application,

we may not invest an adequate amount of resources in attracting new customers.

If we make poor decisions based on erroneous or inaccurate

data, our business may be harmed.

We use our business data and

proprietary algorithms to inform our machine learning, such as in the calculation of our HomeGPT.

If customers disagree with us or

if our HomeGPT fails to accurately reflect market pricing such that we are unable to attract homebuyers or help our customers

sell their homes at satisfactory prices, or at all, customers may lose confidence in us, and our brand and business may be harmed.

We have integrated, and may continue to

integrate in the future, AI in certain tools and features available on our platform.

AI technology presents various operational,

compliance, and reputational risks and if any such risks were to materialize, our business and results of operations may be adversely

We have integrated

artificial intelligence (“AI”) technologies in many of our tools and features available on our website and mobile

application and in the tools that our agents use in their daily activities.

We may continue to integrate AI technologies in new

product or service offerings.

Notwithstanding the use of AI in our application and with certain agent activities, we’ve yet to

utilize AI within our financial reporting or internal control over financial reporting functions.

Given that AI is a rapidly

developing technology that is in its early stages of business use, it presents a number of operational, compliance and reputational

AI algorithms are currently known to sometimes produce unexpected results and behave in unpredictable ways (e.g.,

“hallucinatory behavior”) that can generate irrelevant, nonsensical, fictitious, deficient, offensive or factually

incorrect content and results, which, if incorporated into our platform, may result in reputational harm to us and our agents and be

damaging to our brand.

Additionally, content, analyses or recommendations that are based on AI might be found to be biased,

discriminatory or harmful.

Data sets from which Large Language Models learn are at risk of poisoning or manipulation by bad actors,

resulting in offensive or undesired output.

Similarly, the data set could contain copyrighted material resulting in infringing

AI output might present ethical concerns or violate current and future laws and regulations, including licensing laws and a

variety of federal and state fair lending laws and regulations such as the Fair Housing Act, the Equal Credit Opportunity Act, the

Home Mortgage Disclosure Act, and the prohibition against engaging in Unfair, Deceptive, or Abusive Acts or Practices pursuant to

the Dodd-Frank act.

We expect that there will continue

to be new laws or regulations concerning the use of AI technology, which might be burdensome for us to comply with and may limit our ability

to offer or enhance our existing tools and features or new offerings based on AI technology.

Further, the use of AI technology involves

complexities and requires specialized expertise.

We may not be able to attract and retain top talent to support our AI technology initiatives.

If any of the operational, compliance or reputational risks were to materialize, our business and results of operations may be adversely

We may be subject to risks associated with

artificial intelligence and machine learning technology.

Recent technological advances

in AI and machine learning technology may pose risks to us.

Our use of AI could give rise to legal or regulatory action, create liabilities,

or materially harm our business.

While we aim to develop and use AI and machine learning technology responsibly and attempt to mitigate

ethical and legal issues presented by its use, we may ultimately be unsuccessful in identifying or resolving issues before they arise.

Further, as the technology is rapidly evolving, costs and obligations could be imposed on us to comply with new regulations.

We also could be exposed to

the risks of machine learning technology if third-party service providers or any counterparties, whether or not known to us, also use

machine learning technology in their business activities.

We will not be in a position to control the use of such technology in third-party

products or services.

Use by third-party service providers could give rise to issues pertaining to data privacy, data protection, and

intellectual property considerations.

Increased data protection regulation may

result in increased complexities and risk in connection with the operation of our business and our products.

Our business is highly dependent

on information systems and technology.

The costs related to cyber or other security threats or disruptions may not be fully insured or

indemnified by other means.

Cybersecurity has become a priority for regulators in the U.S.

and around the world.

Recently, the SEC

adopted rules requiring public companies to disclose material cybersecurity incidents on Form 8-K and periodic disclosure of a registrant’s

cybersecurity risk management, strategy, and governance in annual reports.

The rules became effective beginning with annual reports for

fiscal years ending on or after December 15, 2023, and beginning with Form 8-Ks on December 18, 2023.

also particularly focused on cybersecurity, and we expect increased scrutiny of our policies and systems designed to manage our cybersecurity

risks and our related disclosures as a result.

We also expect to face increased costs to comply with the new SEC rules, including increased

costs for cybersecurity training and management.

The SEC has indicated in recent periods that one of its examination priorities for the

Division of Examinations is to continue to examine cybersecurity procedures and controls, including testing the implementation of these

procedures and controls.

There may be substantial financial

penalties or fines for breach of privacy laws (which may include insufficient security for our personal or other sensitive information).

Non-compliance with any applicable privacy or data security laws represents a serious risk to our business.

Some jurisdictions have also

enacted laws requiring companies to notify individuals of data security breaches involving certain types of personal information.

in security could potentially jeopardize our or our stockholders’ or counterparties’ confidential or other information processed

and stored in, or transmitted through, our computer systems and networks (or those of our third-party vendors), or otherwise cause interruptions

or malfunctions in our or our stockholders’ or our counterparties’ or third parties’ operations, which could result

in significant losses, increased costs, disruption of our business, liability to our stockholders and other counterparties, fines or penalties,

litigation, regulatory intervention or reputational damage, which could also lead to loss of stockholders.

Finally, there has been significant

evolution and developments in the use of AI technologies.

We cannot fully determine the impact or cybersecurity risk of such evolving

technology to our business at this time.

If we do not respond to technological innovations

or changes or upgrade our technology systems, our growth prospects and results of operations could be adversely affected.

To remain competitive, we must

continue to enhance and improve the functionality, features and security of our technology infrastructure.

Infrastructure upgrades may

require significant capital investment outside of the normal course of business.

In the future, we will likely need to improve and upgrade

our technology, database systems and network infrastructure to allow our business to grow in both size and scope.

Without such improvements,

our operations might suffer from unanticipated system disruptions, slow performance or unreliable service levels, any of which could negatively

affect our ability to provide rapid customer service.

We may face significant delays in introducing new services or developing new technologies.

Moreover, if we do not keep pace with the rapid innovations and changes taking place in information technology in our industry, we could

be at a competitive disadvantage.

The proliferation of freely available information on the Internet, including advancements in areas such

as AI, for example, has substantially increased the accessibility and transparency of information relating to residential real estate

listings and transactions, which could change the way residential real estate transactions are conducted.

Further, the rapid dissemination

and increasing transparency of information, particularly for public companies, increases the risks to our business that could result from

negative media or announcements about ethics lapses, improper behavior or other operational problems, which could lead clients to terminate

or reduce their relationships with us.

If competitors introduce new products and services using new technologies, our proprietary technology

and systems may become less competitive, and our business may be harmed.

In addition, the expansion and improvement of our systems and

infrastructure may require us to commit substantial financial, operational and technical resources, with no assurance that our business

will improve.

If we fail to effectively manage the growth

of our operations, technology systems, and infrastructure to service customers and agents, our business could be harmed.

We have experienced rapid and

significant growth in recent years that has placed, and may continue to place, significant demands on our management and our operational

and financial infrastructure.

For example, our employees and contractors increases.

As we continue to grow, our success will depend on

our ability to expand, maintain, and improve technology that supports our business operations, as well as our financial and management

information systems, disclosure controls and procedures, internal controls over financial reporting, and to maintain effective cost controls.

This requires us to commit substantial financial, operational and technical resources.

Our ability to manage these efforts could be affected

by many factors, including a lack of adequate staffing with the requisite expertise and training.

If our operational technology is insufficient

to reliably service our customers and agents, then the number of visitors to our website and mobile application could decrease, agents

may not desire to work for us, our customer service and transaction volume could suffer, and our costs could increase.

In addition, our

reputation may be negatively affected.

Any of these events could harm our business.

We depend on our senior management team

to grow and operate our business, and if we are unable to hire, retain, manage, and motivate our key personnel, or if our new personnel

do not perform as we anticipate, our business may be harmed.

Our future success depends

on our continued ability to identify, hire, develop, manage, motivate, and retain qualified personnel, particularly those who have specialized

skills and experience in technology fields and the residential brokerage industry.

Further, we may not be able to retain the services

of our key employees or other members of senior management in the future.

In particular, we are highly dependent on Bill Qin, our Chief

Executive Officer, who is critical to our business, consumer-focused mission, and strategic direction.

We do not have employment agreements

other than offer letters with any employee, including our senior management team, and we do not maintain key person life insurance for

any employee.

Any changes in our senior management team may be disruptive to our business.

If we fail to retain or effectively replace

members of our senior management team, or if our senior management team fails to work together effectively and to execute our plans and

strategies, our business could be harmed.

Our growth strategy also depends

on our ability to expand our organization by attracting and retaining high-quality personnel, particularly agents and experienced technical

Identifying, recruiting, training, integrating, managing, and motivating talented individuals will require significant time,

expense, and attention.

Competition for talent is intense, particularly in many major markets we serve.

In particular, hiring for technical

personnel is highly competitive in Irvine, California, where substantially all of our technical team is located.

If we are unable to effectively

attract and retain qualified personnel, our business could be harmed.

We depend heavily on the leadership, industry

relationships and strategic vision of our Chief Executive Officer and other key personnel, and the loss of any of these individuals could

disrupt our operations and harm our future prospects.

Our success to date has been

largely attributable to the efforts and expertise of our Chief Executive Officer, Zhen “Bill” Qin, who founded the Company,

holds approximately 45.85% of our voting securities and plays a central role in developing our artificial-intelligence platform, managing

our Cash Offer program, and cultivating relationships with customers, investors and third-party service providers.

We also rely on a limited

number of highly skilled employees and independent contractor agents with specialized knowledge of real estate transactions and technology

The loss of Mr.

Qin, or of any other key personnel, could result in the loss of industry know-how, strategic relationships

and institutional knowledge that would be difficult and time-consuming to replace.

Competition for qualified executives, product engineers,

data scientists and licensed real estate professionals is intense, and we may be unable to attract and retain suitable replacements on

satisfactory terms.

If we are unable to retain our existing leadership team and other critical personnel, or fail to recruit additional

talent as our business scales, our growth strategy, operational execution and financial results could be materially and adversely affected.

Our dedication to our values and the customer

experience may negatively influence our short-term financial results.

We have taken, and may continue

to take, actions that we believe are in the best interests of customers and the long-term interests of our business, even if those actions

do not necessarily maximize short-term financial results.

We may need to raise additional capital

to grow our business and satisfy our anticipated future liquidity needs, and we may not be able to raise it on terms acceptable to us,

Growing and operating our business

will require significant cash outlays, liquidity reserves and capital expenditures and commitments to respond to business challenges,

including developing or enhancing new or existing services and technologies, and expanding our operating infrastructure.

If cash on hand, cash generated from operations, and our existing capital

resources are not sufficient to meet our cash and liquidity needs, we may need to seek additional capital, potentially through debt or

equity financings.

We may not be able to raise needed cash on terms acceptable to us, or at all.

Such financings may be on terms that

are dilutive or potentially dilutive to our stockholders, and the prices at which new investors would be willing to purchase our securities

may be lower than the then-current market price per share of our common stock.

The holders of new securities may also have rights, preferences,

or privileges that are senior to those of existing stockholders.

If new financing sources are required, but are insufficient or unavailable,

we may need to modify our growth and operating plans and business strategies based on available funding, if any, which would harm our

ability to grow our business.

We intend to evaluate acquisitions or investments

in third-party technologies and businesses, but we may not realize the anticipated benefits from, and may have to pay substantial costs

related to, any acquisitions, mergers, joint ventures, or investments that we undertake.

As part of our business strategy,

we evaluate acquisitions of, or investments in, a wide array of potential strategic opportunities, including third-party technologies

and businesses.

We may be unable to identify suitable acquisition candidates in the future or to make these acquisitions on a commercially

reasonable basis, or at all.

Any transactions that we enter into could be material to our financial condition and results of operations.

Such acquisitions may not result in the intended benefits to our business, and we may not successfully evaluate or utilize the acquired

technology, offerings, or personnel, or accurately forecast the financial effect of an acquisition transaction.

The process of integrating

an acquired company, business, technology, or personnel into our own company is subject to various risks and challenges, including:

● diverting management time and focus from operating our business

to acquisition integration;

● disrupting our respective ongoing business operations;

● customer and industry acceptance of the acquired company’s

● our ability to implement or remediate the controls, procedures,

and policies of the acquired company;

● retaining and integrating acquired employees;

● failing to maintain important business relationships and contracts;

● liability for activities of the acquired company before the

● litigation or other claims arising in connection with the

acquired company;

● impairment charges associated with goodwill and other acquired

intangible assets;

● other unforeseen operating difficulties and expenditures.

Our failure to address these

risks or other problems we encounter with our future acquisitions and investments could cause us to not realize the anticipated benefits

of such acquisitions or investments, incur unanticipated liabilities, and harm our business.

We will incur increased costs as a result

of operating as a public company and our management will be required to devote substantial time to new compliance initiatives.

The Company is a reporting

company under section 15(d) of the Exchange Act and therefore the Company is subject to the Sarbanes- Oxley Act of 2002.

As a public company,

particularly after we are no longer an emerging growth company, we will incur significant legal, accounting, and other expenses that we

did not incur as a private company.

In addition, the Sarbanes-Oxley Act, and rules subsequently implemented by the SEC and Nasdaq have

imposed various requirements on public companies, including establishing and maintaining effective disclosure and financial controls and

corporate governance practices.

Our management and other personnel have limited experience operating a public company, which may result

in operational inefficiencies or errors, or a failure to improve or maintain effective internal control over financial reporting and disclosure

controls and procedures necessary to ensure timely and accurate reporting of operational and financial results.

We may need to hire additional

personnel, and our existing management team will need to devote a substantial amount of time to these compliance initiatives.

these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and

Pursuant to Section 404

of the Sarbanes-Oxley Act, we will be required to furnish a report by our management on our internal control over financial reporting,

including an attestation report on internal control over financial reporting issued by our independent registered public accounting firm.

However, while we remain an emerging growth company, we will not be required to include an attestation report on internal control over

financial reporting issued by our independent registered public accounting firm.

To achieve compliance with Section 404 within the

prescribed period, we will be engaged in a process to document and evaluate our internal control over financial reporting, which is both

costly and challenging.

In this regard, we will need to continue to dedicate internal resources, potentially engage outside consultants,

and adopt a detailed work plan to assess and document the adequacy of internal control over financial reporting, continue steps to improve

control processes as appropriate, validate through testing that controls are functioning as documented, and implement a continuous reporting

and improvement process for internal control over financial reporting.

Despite our efforts, there is a risk that neither we nor our independent

registered public accounting firm will be able to conclude within the prescribed timeframe that our internal control over financial reporting

is effective as required by Section 404.

This could result in an adverse reaction in the financial markets due to a loss of confidence

in the reliability of our consolidated financial statements.

In addition, changing laws,

regulations, and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing

legal and financial compliance costs, and making some activities more time consuming.

These laws, regulations and standards are subject

to varying interpretations, in many cases due to their lack of specificity and, as a result, their application in practice may evolve

over time as new guidance is provided by regulatory and governing bodies.

This could result in continuing uncertainty regarding compliance

matters and higher costs necessitated by ongoing revisions to disclosure and governance practices.

We intend to invest resources to comply

with evolving laws, regulations, and standards, and this investment may result in increased general and administrative expenses and divert

management’s time and attention from revenue-generating activities to compliance activities.

If our efforts to comply with new laws,

regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application

and practice, regulatory authorities may initiate legal proceedings against us and our business may be harmed.

We also expect that being a

public company and complying with applicable rules and regulations will make it more expensive for us to obtain director and officer liability

insurance, and we may be required to incur substantially higher costs to obtain and maintain the same or similar coverage.

These factors

could also make it more difficult for us to attract and retain qualified executive officers and members of our Board.

Changes in applicable tax laws and regulations

could adversely affect our business.

The tax treatment of our company

is subject to changes in tax laws or regulations, tax treaties, or positions by the relevant authority regarding the application, administration,

or interpretation of these tax laws and regulations.

These factors, together with the ambiguity of tax laws and regulations, the subjectivity

of factual interpretations, and uncertainties regarding the geographic mix of earnings in any period, can affect our estimates of our

effective tax rate and income tax assets and liabilities, result in changes in our estimates and accruals, and have a material adverse

effect on our business results, cash flows, or financial condition.

We are unable to predict what tax reforms may be proposed or enacted

in the future or what effect such changes would have on our business, but such changes could potentially result in higher tax expense

and payments, along with increasing the complexity, burden, and cost of compliance.

Catastrophic events may disrupt our business.

Natural disasters or other

catastrophic events may damage or disrupt our operations, local and regional real estate markets, or the U.S.

economy, and thus could

harm our business.

Our headquarters is located in Irvine, California, an earthquake-prone area.

A natural disaster or catastrophic event

in Irvine California could interrupt our engineering and financial functions and impair access to internal systems, documents, and equipment

critical to the operation of our business.

Many of the major markets we serve, such as the San Francisco Bay Area and Southern California,

are also located in earthquake zones and are susceptible to natural disasters.

Additionally, other significant natural disasters or catastrophic

events in any of the major markets we serve could harm our business.

As we grow, the need for business

continuity planning and disaster recovery plans will become increasingly important.

If we are unable to develop adequate plans to ensure

that our business functions continue to operate during and after a disaster, and successfully execute on those plans in the event of a

disaster or emergency, our business could be harmed.

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