What changed in this filing

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Item 1A. Risk Factors

2026-08-13 compared with 2026-05-08 · 123 added, 53 removed, 30 unchanged (85% of the section changed)

11 unchanged sentences

could be delisted from the NYSE American, which could seriously harm the trading price of our common stock, the liquidity of our stock,

and our ability to raise capital.

our ability to raise capital and our ability to consummate the Business Combination.

common stock is listed on the NYSE American.

1 unchanged sentence

listing of our common stock on the NYSE American.

April 2, 2026, we received a written notice (the “Notice”) from the “NYSE American indicating that we are not in compliance

with the NYSE American continued listing standards set forth in Section 1003(a)(i) of the NYSE American Company Guide (the “Company

Guide”) requiring a company to have stockholders’ equity of at least $2.0 million if it has reported losses from continuing

operations and/or net losses in two of its three most recent fiscal years, Section 1003(a)(ii) of the Company Guide requiring a company

to have stockholders’ equity of at least $4.0 million if it has reported losses from continuing operations and/or net losses in

three of its four most recent fiscal years and Section 1003(a)(iii) of the Company Guide requiring a company to have stockholders’

equity of at least $6.0 million if it has reported losses from continuing operations and/or net losses in its five most recent fiscal

As of December 31, 2025, the Company had stockholders’ equity of $4.83 million and has had losses in the most recent five

fiscal years ended December 31, 2025.

The Notice also indicates that we are not currently eligible for any exemption in Section 1003(a)

of the Company Guide.

We are now subject to the procedures and requirements of Section 1009 of the Company Guide.

We had until May 2,

2026 to submit a plan (the “Plan”) of actions we have taken or will take to regain compliance with the continued listing standards

and may be eligible for up to 18 months from receipt of the Notice (“Cure Period”) to regain compliance.

The Company submitted

the Plan within the required timeframe.

However, there can be no assurance that we will be able to achieve compliance with such standards

within the Cure Period.

If the NYSE American accepts the Plan, we will be able to continue our listing during the Cure Period and will

be subject to periodic reviews including quarterly monitoring for compliance with the Plan until we have regained compliance.

Plan is not accepted by the NYSE American, the Notice states that delisting proceedings will commence.

We may appeal a staff delisting

determination in accordance with Section 1010 and Part 12 of the Company Guide.

The Notice has no immediate impact on the listing of

our common stock, which will continue to be listed and traded on the NYSE American, subject to our compliance with the other listing

requirements of the NYSE American.

addition, on September 21, 2023, we received a deficiency letter from the NYSE American indicating that the Company was not in compliance

with the NYSE American continued listing standard set forth in Section 1003(f)(v) of the Company Guide due to its shares of common stock

selling for a substantial period of time at a low price per share, which NYSE American determined to be a 30 trading day average price

of less than $0.20 per share.

On March 22, 2024, we announced that on March 21, 2024, we received a letter from the NYSE American indicating

that the Company had regained compliance with the NYSE American continued listing standard set forth in Section 1003(f)(v) of the Company

Guide due to its shares of common stock demonstrating sustained price improvement.

On August 27, 2024, we received notice that trading

of our shares of common stock had been halted by the NYSE American due to its low trading price.

The trading halt remained in effect

until after we consummated the communicated reverse stock split of the common stock and the market opened on September 3, 2024.

10, 2025, we announced that we received the January 2025 NYSE Notice from the NYSE American stating that the Company failed to hold an

annual meeting of stockholders during the fiscal year ended December 31, 2024, as required by Section 704 of the Company Guide.

a letter from the NYSE American on June 23, 2025 that we had resolved the deficiency set forth in the January 2025 NYSE Notice by virtue

of holding our Annual Meeting for the fiscal year ended December 31, 2023 on June 23, 2025.

As a result, the BC indicator was removed

from our stock symbol.

can be no assurance that we will be able to regain compliance with the stockholders’ equity requirements within the applicable

Cure Period or at all.

In addition, we may be unable to maintain compliance with other continued listing requirements, including any

minimum trading price or market capitalization requirements.

Even if we regain compliance with the stockholders’ equity requirement

or any other continued listing standard, there can be no assurance that we will be able to maintain compliance with the NYSE American’s

continued listing requirements in the future, and our common stock may be delisted from the NYSE American, which could reduce the liquidity

of our common stock materially and result in a corresponding material reduction in the price of our common stock.

April 2, 2026, we received a written notice (the “Notice”) from NYSE American indicating that we are not in compliance with

the NYSE American continued listing standards set forth in Section 1003(a)(i) of the NYSE American Company Guide (the “Company

Guide”) requiring a company to have stockholders’ equity of at least $2,000 if it has reported losses from continuing operations

and/or net losses in two of its three most recent fiscal years, Section 1003(a)(ii) of the Company Guide requiring a company to have

stockholders’ equity of at least $4,000 if it has reported losses from continuing operations and/or net losses in three of its

four most recent fiscal years and Section 1003(a)(iii) of the Company Guide requiring a company to have stockholders’ equity of

at least $6,000 if it has reported losses from continuing operations and/or net losses in its five most recent fiscal years.

As of December

31, 2025, we had stockholders’ equity of $4,830 and had losses in the most recent five fiscal years ended December 31, 2025.

Notice also indicates that we are not currently eligible for any exemption in Section 1003(a) of the Company Guide.

We are now subject

to the procedures and requirements of Section 1009 of the Company Guide.

We had until May 2, 2026 to submit a plan (the “Plan”)

of actions we have taken or will take to regain compliance with the continued listing standards and may be eligible for up to 18 months

from receipt of the Notice (the “Cure Period”) to regain compliance.

June 24, 2026, we received an additional written notice (the “June Notice”) from NYSE American indicating noncompliance with

Section 1003(a)(ii) of the NYSE American Company Guide, which requires stockholders’ equity of at least $4,000 for companies

that have reported losses from continuing operations and/or net losses in three of their four most recent fiscal years.

This additional

noncompliance was based on our reported stockholders’ equity of $3,022 as of March 31, 2026 and losses from continuing operations

and/or net losses in five of our most recent fiscal years ended December 31, 2025.

In the June Notice, NYSE American accepted the Plan

and granted us a plan period through October 2, 2027 (the “Plan Period,” and such date, the “Plan Period Deadline”)

to regain compliance.

During the Plan Period, we will be subject to periodic review by the NYSE American on our progress with the goals

and initiatives outlined in the Plan.

We intend to take all reasonable measures available to regain compliance with Sections 1003(a)(ii)

and (iii) of the Company Guide during the Plan Period.

If we do not regain compliance with the NYSE American listing standards by the

Plan Period Deadline, or if we do not make progress consistent with the Plan during the Plan Period, then NYSE American staff may initiate

delisting proceedings as appropriate.

can be no assurance that we will be able to regain compliance with the stockholders’ equity requirements within the Plan Period

In addition, we may be unable to maintain compliance with other continued listing requirements, including any minimum trading

price or market capitalization requirements.

Even if we regain compliance with the stockholders’ equity requirement or any other

continued listing standard, there can be no assurance that we will be able to maintain compliance with the NYSE American’s continued

listing requirements in the future, and our common stock may be delisted from the NYSE American, which could reduce the liquidity of

our common stock materially and result in a corresponding material reduction in the price of our common stock.

addition, delisting could harm our ability to raise capital through alternative financing sources on terms acceptable to us, or at all,

10 unchanged sentences

impact the ability of investors to trade our securities and would negatively impact the value and liquidity of our common stock.

addition, our continued listing on the NYSE American is a condition to the closing of the Business Combination.

If we are delisted from

the NYSE American prior to the consummation of the Business Combination, we may be unable to satisfy the conditions to the closing of

the Business Combination or the Stock Sale, which could result in the termination of such transactions.

If the Business Combination and

Stock Sale are not consummated and we are unable to secure substantial additional funding from other sources to continue our operations,

the Board of Directors may decide to pursue a winddown, dissolution or other liquidation process, in which case our stockholders may

receive little or no value for their shares of common stock.

announcement and pendency of the proposed Business Combination and Stock Sale may adversely affect our business, financial condition

and results of operations .

July 10, 2026, we entered into the Business Combination Agreement and the Stock Purchase Agreement.

Completion of the proposed Business

Combination and Stock Sale is subject to the satisfaction of various conditions, including the receipt of approvals from our stockholders.

There is no assurance that all of the various conditions will be satisfied, or that the Business Combination or the Stock Sale will be

completed on the proposed terms, within the expected timeframe, or at all.

Our entry into the Business Combination Agreement and the

Stock Purchase Agreement, our obligations thereunder, and the conditions to completion of such transactions give rise to inherent risks

and uncertainties, including:

failure to obtain necessary shareholder approvals in connection with the transactions contemplated

by the Business Combination and the Stock Sale;

failure to satisfy required closing conditions or complete the Business Combination or the

Stock Sale in a timely manner or at all, which may also result in unanticipated expenditures

of funds and other resources and/or reduce the benefit of such transactions, even if ultimately

risk that if consummation of the Business Combination or the Stock Sale is delayed or not

completed at all for any reason, we will have expended time and resources that could have

otherwise been spent on our existing business and the pursuit of other opportunities that

could have been beneficial to us, and our ongoing business and financial results may therefore

be adversely affected;

fact that the Business Combination Agreement restricts us from entering into certain corporate

transactions and taking other specified actions without the consent of GH Power, and generally

requires us to use commercially reasonable efforts to carry on our business in the ordinary

course through the completion of the Business Combination, and that these restrictions could

be in place for an extended period of time if completion of the Business Combination is delayed

and could prevent us from pursuing attractive business opportunities that may arise prior

to the completion of the Business Combination;

risk that litigation relating to the Business Combination or the Stock Sale, if any, including

any proceeding to specifically enforce our obligations under the Business Combination Agreement

or the Stock Purchase Agreement, could result in an injunction preventing the completion

of such transactions and/or substantial costs;

fact that the Business Combination Agreement limits our ability to pursue alternatives to

the Business Combination, may discourage other companies from trying to acquire us and, in

specified circumstances, could require us to pay a $1.0 million termination fee;

potential impact of the Business Combination and the Stock Sale on our stock price;

may experience negative reactions from the financial markets, including adverse effects on

the trading price of our common stock, which could affect our ability to secure sufficient

financing in the future on attractive terms (or at all), and from our vendors, regulators

and employees;

Business Combination Agreement and the Stock Purchase Agreement place certain restrictions

on the operation of our business prior to the closing of the Business Combination and the

Stock Sale, respectively, which may prevent us from making certain acquisitions, taking certain

other specified actions, or otherwise pursuing business opportunities during the pendency

of such transactions that we would have made, taken, or pursued if these restrictions were

not in place;

relating to the Business Combination and the Stock Sale, including integration and transition

planning, will require substantial commitments of time and resources by our management and

the expenditure of significant funds in the form of fees and expenses, which would otherwise

have been devoted to day-to-day operations and other opportunities that may have been beneficial

to us as an independent company;

incurrence of significant pre- and post-transaction costs in connection with the Business

Combination and the Stock Sale that are, and will be, incurred regardless of whether such

transactions are completed, including, among others, fees paid to financial, legal and accounting

advisors and filing fees;

occurrence of any event giving rise to the right of a party to terminate the Business Combination

Agreement or the Stock Purchase Agreement.

stockholders will have a reduced ownership and voting interest following the Business Combination and will exercise less influence over

completion of the Business Combination, our current stockholders are expected to own approximately 9% of the outstanding Pubco Common

Shares, subject to adjustment as set forth in the Business Combination Agreement.

Consequently, our stockholders, as a group, will have

reduced ownership and voting power in Pubco compared to their current ownership and voting power in us and will be able to exercise less

collective influence over our management and policies than they currently exercise.

to consummate the Business Combination and Stock Sale within the expected timeframe or at all could have a material adverse impact on

our business, financial condition and results of operations and could result in a winddown, dissolution or other liquidation process.

can be no assurance that the proposed Business Combination and Stock Sale will be consummated.

The consummation of the transactions contemplated

by the Business Combination Agreement and the Stock Purchase Agreement is subject to the fulfillment or waiver (if permitted by law)

of certain customary closing conditions, including, without limitation, approval of our stockholders.

There can be no assurance that

these and other conditions to closing will be satisfied in a timely manner or at all.

If the Business Combination and Stock Sale are

not consummated, we will need to secure substantial additional funding from other sources to continue our operations, and there can be

no assurance that such funding will be available on acceptable terms, or at all.

In such a case, the Board of Directors may decide to

pursue a winddown, dissolution or other liquidation process, in which case our stockholders may receive little or no value for their

shares of common stock.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1A. Risk Factors