What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2025-08-14 compared with 2025-06-13 · 13 added, 42 removed, 1 unchanged (98% of the section changed)

Risk Factors.

Factors that could cause our actual results to

differ materially from those in this report include the risk factors described in our Form 10-K for the fiscal year ended December 31,

As of the date of this Report, there have been no material changes to the risk factors disclosed in our Form 10-K for the year

ended December 31, 2024 filed with the SEC, other than those described below.

Nasdaq Rule 5815 was amended effective October 7, 2024 to provide

for the immediate suspension and delisting for failure to meet the 36-month requirement in Nasdaq Rule IM 5101-2(b) to complete a

business combination, and our securities have since been delisted from Nasdaq.

Nasdaq Listing Rule IM-5101-2(b) (the “Rule”), required

that we complete a business combination no later than 36 months after our IPO, and Nasdaq Rule 5815 was amended effective October 7, 2024

to provide for the immediate suspension and delisting for failure to meet the 36-month requirement to complete a business combination

within the timeframe specified by the Rule, and our securities will face an immediate suspension and delisting action once we receive

a delisting determination letter from Nasdaq after such 36-month window ends on December 20, 2024.

Our securities were delisted from Nasdaq

on December 27, 2024, due to our failure to complete an initial business combination within the timeframe required under Nasdaq Rule IM-5101-2.

Our shares of Common Stock, public warrants and rights are currently quoted on OTC Pink.

Upon consummation of the Business Combination,

the combined company’s shares of Common Stock and public warrants will be listed on the Nasdaq Capital Market under the symbols

“PFSA” and “PFSAW,” respectively.

In connection with the Business Combination, we will be required to demonstrate

compliance with Nasdaq’s initial listing requirements, which are more rigorous than the continued listing requirements, in order

to list the combined company’s securities on Nasdaq.

Because our securities trade on the Over the Counter (OTC) market,

which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions, we

could face significant material adverse consequences, including.

determination that our public shares are a “penny stock,” which will require

brokers trading in the public shares to adhere to more stringent rules and possibly result

in a reduced level of trading activity in the secondary trading market for its securities;

limited availability of market quotations for the Company’s securities;

liquidity for the Company’s securities;

decreased ability to issue additional securities or obtain additional financing in the future.

Because we are no longer listed on Nasdaq, our securities could no

longer be considered to be “covered securities” under the National Securities Markets Improvement Act of 1996, and we could

be subject to regulation in each state in which we offer our securities, including in connection with our initial business combination,

which may make more difficult and costly to complete a business combination.

Further, this may make us a less attractive business combination

partner for companies with which we would otherwise seek to pursue a business combination.

In addition, our securityholders could be prohibited

from trading in our securities absent our registration in the state where such securityholder lives.

To date we have not registered our

securities in any State, and do not currently plan to do so.

This may make it difficult or impossible for our securityholders to trade

in our securities.

As a result of closing of the Business Combination

on July 11, 2025, the risk factors previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended

December 31, 2024 no longer apply.

For risk factors relating to our business following the Business Combination, please refer to the

section “Risk Factors” in the Company’s Registration Statement on Form S-4 (File No.

333-269417) initially filed with

the SEC on January 1, 2023, as amended.

Any of these factors could result in a significant or material adverse effect on the Company’s

results of operations or financial condition.

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

may also impair the Company’s business or results of operations.

We may disclose changes to such factors or disclose additional

factors from time to time in the Company’s future filings with the SEC.

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