What changed in this filing

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Item 1A. Risk Factors

2025-02-07 compared with 2024-03-27 · 349 added, 413 removed, 676 unchanged (53% of the section changed)

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Future capital needs may require us to sell additional equity or debt securities that may dilute its stockholders.

we are near profitability today, we intend to expand operations outside the United States and continue to invest in the research

and development of our AI Cloud Platform.

We anticipate that we will continue to incur expenses for the foreseeable future as we continue

to advance our products and services, expand our corporate infrastructure, including the costs associated with being a public company

and further our research and development initiatives for our products.

We are subject to all of the risks typically related to the development

of robotics, and we may encounter unforeseen expenses, difficulties, complications, delays and other unknown factors that may adversely

affect our business.

While we are near profitability

today, we intend to expand operations outside the United States and continue to invest in the research and development of our AI

Cloud Platform.

We anticipate that we will continue to incur expenses for the foreseeable future as we continue to advance our products

and services, expand our corporate infrastructure, including the costs associated with being a public company and further our research

and development initiatives for our products.

We are subject to all of the risks typically related to the development of robotics, and

we may encounter unforeseen expenses, difficulties, complications, delays and other unknown factors that may adversely affect our business.

We believe that our existing cash will fund our current operating plans through at least the next twelve months.

We anticipate that we will need additional funding in connection

with our continuing operations after twelve months.

Until we can generate a sufficient amount of revenue from the commercialization of

our products and services, if ever, we expect to finance our future cash needs through public or private equity or debt financings, third-party (including

government) funding and marketing and distribution arrangements, as well as other collaborations, strategic alliances and licensing arrangements,

or any combination of these approaches.

We anticipate that

we will need additional funding in connection with our continuing operations after twelve months.

Until we can generate a sufficient amount

of revenue from the commercialization of our products and services, if ever, we expect to finance our future cash needs through public

or private equity or debt financings, third-party (including government) funding and marketing and distribution arrangements, as

well as other collaborations, strategic alliances and licensing arrangements, or any combination of these approaches.

We have limited experience in operating

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will be adversely affected.

Several of our customers and

potential customers are large, multinational corporations with substantial negotiating power relative to us.

Several of our customers

and potential customers are large, multinational corporations with substantial negotiating power relative to us.

These large, multinational

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development and introduction of new robotic solutions depends on a number of factors, including the following:

● the accuracy of our forecasts for market requirements beyond

near term visibility;

● our ability to anticipate and react to new technologies and

evolving consumer trends;

the accuracy of our forecasts for market requirements beyond near term visibility;

our ability to anticipate and react to new technologies and evolving consumer trends;

our development, licensing or acquisition of new technologies;

our timely completion of new designs and development;

● the ability of our contract manufacturers to cost-effectively

manufacture our new robotic solutions;

● the availability of materials and key components used in

the manufacture of our new robotic solutions;

● our ability to attract and retain world-class research and

development personnel.

If any of these or other factors

becomes problematic, we may not be able to develop and introduce new robotic solutions in a timely or cost-effective manner, and our business

may be harmed.

the ability of our contract manufacturers to cost-effectively manufacture our new robotic solutions;

the availability of materials and key components used in the manufacture of our new robotic solutions;

our ability to attract and retain world-class research and development personnel.

If any of these or other

factors becomes problematic, we may not be able to develop and introduce new robotic solutions in a timely or cost-effective manner, and

our business may be harmed.

Our international expansion plans, if implemented,

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our international operations and operating overseas, we will be subject to a variety of risks, including:

● differing regulatory requirements, including tax laws, trade

laws, labor regulations, tariffs, export quotas, custom duties or other trade restrictions;

differing regulatory requirements, including tax laws, trade laws, labor regulations, tariffs, export quotas, custom duties or other trade restrictions;

greater difficulty supporting and localizing our products;

● challenges inherent in efficiently managing an increased

number of employees over large geographic distances, including the need to implement appropriate systems, policies, compensation and

benefits and compliance programs;

● differing legal and court systems, including limited or unfavorable

intellectual property protection;

challenges inherent in efficiently managing an increased number of employees over large geographic distances, including the need to implement appropriate systems, policies, compensation and benefits and compliance programs;

differing legal and court systems, including limited or unfavorable intellectual property protection;

risk of change in international political or economic conditions;

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investing in research and development;

● expanding our sales and marketing efforts to attract new

customers across industries;

expanding our sales and marketing efforts to attract new customers across industries;

investing in new applications and markets for our products;

further enhancing our manufacturing processes and partnerships;

● investing in legal, accounting, and other administrative

functions necessary to support our operations as a public company.

investing in legal, accounting, and other administrative functions necessary to support our operations as a public company.

These initiatives may prove

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business, financial condition and results of operations.

Our reputation and brand recognition,

which depends on earning and maintaining the trust and confidence of our current or potential clients, is critical to our business.

strive to enhance our brand recognition, to attract new customers and to maintain existing customers by consistently delivering high quality

products as well as superior customer experiences.

Our reputation and brand are vulnerable to many threats that could be difficult or

impossible to control, and costly or impossible to remediate.

Regulatory inquiries or investigations, lawsuits initiated by clients or

other third parties, employee misconduct, perceptions of conflicts of interest and rumors, among other things, could substantially damage

our reputation, even if they are baseless or satisfactorily addressed.

We may choose to or be compelled to undertake product recalls or

take other similar actions, which could subject us to adverse publicity, damage our brand and expose us to financial liability.

Our reputation and brand

recognition, which depends on earning and maintaining the trust and confidence of our current or potential clients, is critical to our

We strive to enhance our brand recognition, to attract new customers and to maintain existing customers by consistently delivering

high quality products as well as superior customer experiences.

Our reputation and brand are vulnerable to many threats that could be

difficult or impossible to control, and costly or impossible to remediate.

Regulatory inquiries or investigations, lawsuits initiated

by clients or other third parties, employee misconduct, perceptions of conflicts of interest and rumors, among other things, could substantially

damage our reputation, even if they are baseless or satisfactorily addressed.

We may choose to or be compelled to undertake product recalls

or take other similar actions, which could subject us to adverse publicity, damage our brand and expose us to financial liability.

any negative media publicity about our industry in general or product or service quality problems of other companies in our industry,

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third-party manufacturers/suppliers entails additional risks, including:

● failure of third-party manufacturers/suppliers to comply

with regulatory requirements and maintain quality assurance;

● breach of the manufacturing/supply agreement by the third

● failure to manufacture/supply our product according to our

specifications;

● failure to manufacture/supply our product according to our

schedule or at all;

● misappropriation of our proprietary information, including

our trade secrets and know-how;

● termination or nonrenewal of the agreement by the third party

at a time that is costly or inconvenient for us.

If our current or future third-party

manufacturers/suppliers cannot perform as agreed, we may be required to replace such manufacturers/suppliers and we may be unable to replace

them on a timely basis or at all.

Our current and anticipated future dependence upon third party manufacturers/suppliers may adversely

affect our future profit margins and our ability to commercialize any products that receive marketing approval on a timely and competitive

failure of third-party manufacturers/suppliers to comply with regulatory requirements and maintain quality assurance;

breach of the manufacturing/supply agreement by the third party;

failure to manufacture/supply our product according to our specifications;

failure to manufacture/supply our product according to our schedule or at all;

misappropriation of our proprietary information, including our trade secrets and know-how;

termination or nonrenewal of the agreement by the third party at a time that is costly or inconvenient for us.

If our current or future

third-party manufacturers/suppliers cannot perform as agreed, we may be required to replace such manufacturers/suppliers and we may be

unable to replace them on a timely basis or at all.

Our current and anticipated future dependence upon third party manufacturers/suppliers

may adversely affect our future profit margins and our ability to commercialize any products that receive marketing approval on a timely

and competitive basis.

Our products incorporate certain components

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our business.

We depend on sole source suppliers

for certain components in our products, such as batteries and touchscreens.

We have strategically chosen to sole source some of our supplies

in order to ensure the best quality at the best prices.

While we believe none of our sole source suppliers are irreplaceable and that

our business is not substantially dependent on any one supplier, a small degree of risk may still exist in terms of cost and delay involved

in switching to new suppliers.

For example, these sole source suppliers could be constrained by fabrication capacity issues or material

supply issues, stop producing such components, cease operations or be acquired by, or enter into exclusive arrangements with, our competitors

or other companies.

We depend on sole source

suppliers for certain components in our products, such as batteries and touchscreens.

We have strategically chosen to sole source some

of our supplies in order to ensure the best quality at the best prices.

While we believe none of our sole source suppliers are irreplaceable

and that our business is not substantially dependent on any one supplier, a small degree of risk may still exist in terms of cost and

delay involved in switching to new suppliers.

For example, these sole source suppliers could be constrained by fabrication capacity issues

or material supply issues, stop producing such components, cease operations or be acquired by, or enter into exclusive arrangements with,

our competitors or other companies.

In many cases, we do not have long-term supply agreements with these suppliers.

Instead, our contract manufacturers

typically purchase the components required to manufacture our products on a purchase order basis.

As a result, most of these suppliers

can stop selling to us at any time, requiring us to find another source, or can raise their prices, which could impact our gross margins.

Any such interruption or delay may force us to seek similar components from alternative sources, which may cause a delay in our product

In the event we are unable to procure components from our current supplier, we may switch to a different supplier and our products

can be redesigned to work with different components.

Such redesign may involve engineering changes and time and effort, which may cause

delays in shipment of our products and adversely affect our operating results.

We plan to continue to diversify our suppliers and implement

contingency plans in order to minimize any potential supply disruptions.

Instead, our contract

manufacturers typically purchase the components required to manufacture our products on a purchase order basis.

As a result, most of these

suppliers can stop selling to us at any time, requiring us to find another source, or can raise their prices, which could impact our gross

Any such interruption or delay may force us to seek similar components from alternative sources, which may cause a delay in our

product shipments.

In the event we are unable to procure components from our current supplier, we may switch to a different supplier and

our products can be redesigned to work with different components.

Such redesign may involve engineering changes and time and effort, which

may cause delays in shipment of our products and adversely affect our operating results.

We plan to continue to diversify our suppliers

and implement contingency plans in order to minimize any potential supply disruptions.

Our reliance on sole source

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component quality;

● delays in, or the inability to execute on, a supplier roadmap

for components and technologies.

delays in, or the inability to execute on, a supplier roadmap for components and technologies.

We have a global supply chain

and the COVID-19 pandemic, Russia’s aggression in Ukraine, the military conflict in the Middle East and other macroeconomic

factors may adversely affect our ability to source components in a timely or cost-effective manner from our third-party suppliers due

to, among other things, work stoppages or interruptions.

In addition, the lead times associated with certain components are lengthy and

preclude rapid changes in quantities and delivery schedules.

We have in the past experienced, and may in the future experience, component

shortages and price fluctuations of key components and materials, and the predictability of the availability and pricing of these components

may be limited.

Component shortages or pricing fluctuations could be material in the future.

In the event of a component shortage, supply

interruption, or a material pricing change from suppliers of these components, we may not be able to develop alternate sources in a timely

manner, or at all, especially in the case of sole or limited source items.

Developing alternate sources of supply for these components

may be time-consuming, difficult, and costly and we may not be able to source these components on terms that are acceptable to us, or

at all, which may undermine our ability to meet our requirements or to fill customer orders in a timely manner.

Any interruption or delay

in the supply of any parts or components, or the inability to obtain parts or components from alternate sources at acceptable prices and

within a reasonable amount of time, would adversely affect our ability to meet our scheduled product deliveries to our customers.

could adversely affect our relationships with our customers and partners and could cause delays in shipment of our products and adversely

affect our operating results.

and global pandemics, the military conflicts in Ukraine and in the Middle East and other macroeconomic factors may adversely affect

our ability to source components in a timely or cost-effective manner from our third-party suppliers due to, among other things, work

stoppages or interruptions.

In addition, the lead times associated with certain components are lengthy and preclude rapid changes in quantities

and delivery schedules.

We have in the past experienced, and may in the future experience, component shortages and price fluctuations

of key components and materials, and the predictability of the availability and pricing of these components may be limited.

shortages or pricing fluctuations could be material in the future.

In the event of a component shortage, supply interruption, or a material

pricing change from suppliers of these components, we may not be able to develop alternate sources in a timely manner, or at all, especially

in the case of sole or limited source items.

Developing alternate sources of supply for these components may be time-consuming, difficult,

and costly and we may not be able to source these components on terms that are acceptable to us, or at all, which may undermine our ability

to meet our requirements or to fill customer orders in a timely manner.

Any interruption or delay in the supply of any parts or components,

or the inability to obtain parts or components from alternate sources at acceptable prices and within a reasonable amount of time, would

adversely affect our ability to meet our scheduled product deliveries to our customers.

This could adversely affect our relationships

with our customers and partners and could cause delays in shipment of our products and adversely affect our operating results.

Components used in our sensors may fail

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be adequate to protect us from all business risks.

We have limited liability insurance

coverage for our products and business operations.

It is possible that an adverse product liability claim could arise in excess of our

If we incur any loss that is not covered by our insurance policies, or the compensated amount is significantly less than our

actual loss, our business, financial condition and results of operations could be materially and adversely affected.

In addition, we do

not have any business disruption insurance.

Any business disruption event could result in substantial cost to us and diversion of our

We have limited liability

insurance coverage for our products and business operations.

It is possible that an adverse product liability claim could arise in excess

of our coverage.

If we incur any loss that is not covered by our insurance policies, or the compensated amount is significantly less than

our actual loss, our business, financial condition and results of operations could be materially and adversely affected.

we do not have any business disruption insurance.

Any business disruption event could result in substantial cost to us and diversion of

our resources.

Additionally, insurance rates

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We currently own the rights

to all of our intellectual property, including the seven pending patents.

We regard the protection of our patents, trade secrets, copyrights,

trademarks, trade dress, domain names and other intellectual property or proprietary rights as critical to our success.

We strive to protect

our intellectual property rights by relying on federal, state and common law rights, as well as contractual restrictions.

We seek to protect

our confidential proprietary information, in part, by entering into confidentiality agreements and invention assignment agreements with

all our employees, consultants, advisors and any third parties who have access to our proprietary know-how, information or technology.

However, we cannot be certain that we have executed such agreements with all parties who may have helped to develop our intellectual property

or who had access to our proprietary information, nor can we be certain that our agreements will not be breached.

Any party with whom

we have executed such an agreement could potentially breach that agreement and disclose our proprietary information, including our trade

secrets, and we may not be able to obtain adequate remedies for such breaches.

We cannot guarantee that our trade secrets and other confidential

proprietary information will not be disclosed or that competitors will not otherwise gain access to our trade secrets or independently

develop substantially equivalent information and techniques.

Detecting the disclosure or misappropriation of a trade secret and enforcing

a claim that a party illegally disclosed or misappropriated a trade secret is difficult, time- consuming and could result in substantial

costs and the outcome of such a claim is unpredictable.

Further, the laws of certain foreign countries do not protect proprietary rights

to the same extent or in the same manner as the laws of the United States.

As a result, we may encounter significant problems in

protecting and defending our intellectual property or proprietary rights both in the United States and abroad.

If we are unable to

prevent the disclosure of our trade secrets to third parties, or if our competitors independently develop any of our trade secrets, we

may not be able to establish or maintain a competitive advantage in our market, which could harm our business.

We have 7 technology patents

pending and will in the future file patent applications on inventions that we deem to be innovative.

Our ownership of the pending patents

are not subject to restrictions or any other arrangements with third parties.

However, there is no guarantee that our patent applications

will be issued as granted patents, that the scope of the protection gained will be sufficient or that an issued patent may subsequently

be deemed invalid or unenforceable.

Patent laws, and scope of coverage afforded by them, have recently been subject to significant changes,

such as the change to “first-to-file” from “first-to-invent” resulting from the Leahy-Smith

America Invents Act.

This change in the determination of inventorship may result in inventors and companies having to file patent applications

more frequently to preserve rights in their inventions, which may favor larger competitors that have the resources to file more patent

applications.

Another change to the patent laws may incentivize third parties to challenge any issued patent in the United States

Patent and Trademark Office (the “USPTO”), as opposed to having to bring such an action in U.S.

federal court.

Any invalidation

of a patent claim could have a significant impact on our ability to protect the innovations contained within our devices and could harm

our business.

to all of our intellectual property, including three approved patents and nine pending patents.

We regard the protection of our patents,

trade secrets, copyrights, trademarks, trade dress, domain names and other intellectual property or proprietary rights as critical to

We strive to protect our intellectual property rights by relying on federal, state and common law rights, as well as contractual

restrictions.

We seek to protect our confidential proprietary information, in part, by entering into confidentiality agreements and invention

assignment agreements with all our employees, consultants, advisors and any third parties who have access to our proprietary know-how, information

or technology.

However, we cannot be certain that we have executed such agreements with all parties who may have helped to develop our

intellectual property or who had access to our proprietary information, nor can we be certain that our agreements will not be breached.

Any party with whom we have executed such an agreement could potentially breach that agreement and disclose our proprietary information,

including our trade secrets, and we may not be able to obtain adequate remedies for such breaches.

We cannot guarantee that our trade

secrets and other confidential proprietary information will not be disclosed or that competitors will not otherwise gain access to our

trade secrets or independently develop substantially equivalent information and techniques.

Detecting the disclosure or misappropriation

of a trade secret and enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, time- consuming

and could result in substantial costs and the outcome of such a claim is unpredictable.

Further, the laws of certain foreign countries

do not protect proprietary rights to the same extent or in the same manner as the laws of the United States.

As a result, we may

encounter significant problems in protecting and defending our intellectual property or proprietary rights both in the United States

If we are unable to prevent the disclosure of our trade secrets to third parties, or if our competitors independently develop

any of our trade secrets, we may not be able to establish or maintain a competitive advantage in our market, which could harm our business.

We have three approved technology

patents and nine technology patents pending and will in the future file patent applications on inventions that we deem to be innovative.

Our ownership of the patents and pending patents are not subject to restrictions or any other arrangements with third parties.

there is no guarantee that our patent applications will be issued as granted patents, that the scope of the protection gained will be

sufficient or that an issued patent may subsequently be deemed invalid or unenforceable.

Patent laws, and scope of coverage afforded by

them, have recently been subject to significant changes, such as the change to “first-to-file” from “first-to-invent” resulting

from the Leahy-Smith America Invents Act.

This change in the determination of inventorship may result in inventors and companies having

to file patent applications more frequently to preserve rights in their inventions, which may favor larger competitors that have the resources

to file more patent applications.

Another change to the patent laws may incentivize third parties to challenge any issued patent in the

United States Patent and Trademark Office (the “USPTO”), as opposed to having to bring such an action in U.S.

Any invalidation of a patent claim could have a significant impact on our ability to protect the innovations contained within our

devices and could harm our business.

The USPTO and various foreign

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operate may afford little or no protection to its trade secrets.

We also rely on physical and

electronic security measures to protect our proprietary information, but we cannot provide assurance that these security measures will

not be breached or provide adequate protection for our property.

We also rely on physical

and electronic security measures to protect our proprietary information, but we cannot provide assurance that these security measures

will not be breached or provide adequate protection for our property.

There is a risk that third parties may obtain and improperly utilize

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increase cost, or make our business unviable if it is unable to modify its products to comply.

We may become subject to new

or changing international, federal, state and local regulations, including laws relating to the design, manufacturing, marketing, distribution,

servicing or use of its products.

Such laws and regulations may require us to pause sales and modify its products, which could result

in a material adverse effect on its revenues and financial condition.

Such laws and regulations can also give rise to liability such as

fines and penalties, property damage, bodily injury and cleanup costs.

Capital and operating expenses needed to comply with laws and regulations

can be significant, and violations may result in substantial fines and penalties, third-party damages, suspension of production or

a cessation of our operations.

Any failure to comply with such laws or regulations could lead to withdrawal or recall of our products

from the market.

We may become subject to

new or changing international, federal, state and local regulations, including laws relating to the design, manufacturing, marketing,

distribution, servicing or use of its products.

Such laws and regulations may require us to pause sales and modify its products, which

could result in a material adverse effect on its revenues and financial condition.

Such laws and regulations can also give rise to liability

such as fines and penalties, property damage, bodily injury and cleanup costs.

Capital and operating expenses needed to comply with laws

and regulations can be significant, and violations may result in substantial fines and penalties, third-party damages, suspension

of production or a cessation of our operations.

Any failure to comply with such laws or regulations could lead to withdrawal or recall

of our products from the market.

We may become involved in legal and regulatory

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our international business, our risks under these laws may increase.

Detecting, investigating and

resolving actual or alleged violations of anti-corruption laws can require a significant diversion of time, resources and attention from

Detecting, investigating

and resolving actual or alleged violations of anti-corruption laws can require a significant diversion of time, resources and attention

from management.

In addition, non-compliance with anti- corruption or anti-bribery laws could subject us to whistleblower complaints,

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and operations.

Our current and potential future

operations and sales subject us to laws and regulations addressing privacy and the collection, use, storage, disclosure, transfer and

protection of a variety of types of data.

For example, the European Commission has adopted the General Data Protection Regulation and

California enacted the California Consumer Privacy Act of 2018, both of which provide for potentially material penalties for non-compliance.

regimes may, among other things, impose data security requirements, disclosure requirements, and restrictions on data collection, uses,

and sharing that may impact our operations and the development of our business.

While, generally, we do not have access to, collect, store,

process, or share information collected by our solutions unless our customers choose to proactively provide such information to us, our

products may evolve both to address potential customer requirements or to add new features and functionality.

Therefore, the full impact

of these privacy regimes on our business is rapidly evolving across jurisdictions and remains uncertain at this time.

Our current and potential

future operations and sales subject us to laws and regulations addressing privacy and the collection, use, storage, disclosure, transfer

and protection of a variety of types of data.

For example, the European Commission has adopted the General Data Protection Regulation

and California enacted the California Consumer Privacy Act of 2018, both of which provide for potentially material penalties

for non-compliance.

These regimes may, among other things, impose data security requirements, disclosure requirements, and restrictions

on data collection, uses, and sharing that may impact our operations and the development of our business.

While, generally, we do not

have access to, collect, store, process, or share information collected by our solutions unless our customers choose to proactively provide

such information to us, our products may evolve both to address potential customer requirements or to add new features and functionality.

Therefore, the full impact of these privacy regimes on our business is rapidly evolving across jurisdictions and remains uncertain at

We may also be affected by

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that offer the same or a similar range of solutions, products and services as us also have limited operating histories and evolving businesses.

The effects of the COVID-19 pandemic

have had and could continue to have a material adverse effect on our business prospects, financial results, and results of operations.

The COVID-19 pandemic

has caused significant volatility and disruption globally.

The COVID-19 measures adopted by governments and businesses, including

restrictions on travel and business operations and shelter in place and other quarantine orders, have affected and continue to affect

our business, and could continue to adversely affect our business operations or the business operations of our customers and suppliers

in the future.

A significant portion of our revenue is project driven and has thus been impacted by the COVID-19 pandemic as

certain key airport, smart city, and security installations have been, and continue to be, pushed back.

Further, the pandemic has slowed

prototype work and new product introduction efforts due to employees’ inability to access our facilities, and temporarily disrupted

the operations of certain of our customers and suppliers.

The duration of the ongoing COVID-19 pandemic and the associated and

ongoing business interruptions may continue to affect our sales, supply chain or the manufacture or distribution of products, which could

result in a material adverse effect on our business prospects and financial condition.

Our response to the ongoing COVID-19 pandemic

may prove to be inadequate.

We may be unable to continue our operations in the manner that we did prior to the outbreak and we may endure

interruptions, reputational harm, delays in product development and shipments, all of which could have an adverse effect on our business

prospects, operating results, and financial condition.

The COVID-19 pandemic may also intensify or exacerbate other risks described

in these Risk Factors.

If we were to lose the services of members

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In particular, each of our Chief Executive Officer and co-founder,

Zhenwu Huang, Chief Financial Officer and co-founder, Zhenqiang Huang, and Chief Operations Officer, Phil Zheng is critical

to our overall management, as well as the continued development of our robotics technology, our culture and our strategic direction.

of our executive officers are at will employees, and we do not maintain any key person life insurance policies.

The loss of any member

of our senior management team could harm our business.

Zhenwu Huang, Chief Financial Officer and co-founder, Zhenqiang Huang, and Chief Operations Officer, Phil Zheng, President,

Matt Casella, is critical to our overall management, as well as the continued development of our robotics technology, our culture and

our strategic direction.

All of our executive officers are at will employees, and we do not maintain any key person life insurance policies.

The loss of any member of our senior management team could harm our business.

We may pursue acquisitions, which involve

a number of risks, and if we are unable to address and resolve these risks successfully, such acquisitions could harm our business.

We have acquired and may in

the future acquire businesses, products or technologies to expand our offerings and capabilities and business.

We have acquired and may

in the future acquire businesses, products or technologies to expand our offerings and capabilities and business.

We have evaluated, and

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make our Class B common stock less attractive to investors.

We are an “emerging growth

company,” as defined in the JOBS Act and, for as long as we continue to be an “emerging growth company,” we intend to

take advantage of certain exemptions from various reporting requirements applicable to other public companies but not to “emerging

We are an “emerging

growth company,” as defined in the JOBS Act and, for as long as we continue to be an “emerging growth company,” we intend

to take advantage of certain exemptions from various reporting requirements applicable to other public companies but not to “emerging

growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404

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governance requirements.

We have identified a material weakness in

our internal control over financial reporting as of September 30, 2023.

If we are unable to develop and maintain an effective system of

internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may

adversely affect investor confidence in us and materially and adversely affect our business and operating results.

We have identified a material

weakness in our internal controls over financial reporting as of September 30, 2023 relating to the inadequate design and maintenance

of effective general information technology controls over third-party information systems and applications that are relevant to the preparation

of the Company’s financial statements.

A material weakness is a deficiency, or a combination of deficiencies, in internal control

over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements

will not be prevented, or detected and corrected on a timely basis.

Effective internal controls

are necessary for us to provide reliable financial reports and prevent fraud.

Measures to remediate material weaknesses may be time-consuming

and costly and there is no assurance that such initiatives will ultimately have the intended effects.

If we are unable to develop and

maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results

in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating

If we identify any new material weaknesses in the future, any such newly identified material weakness could limit our

ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual

or interim financial statements.

In such case, we may be unable to maintain compliance with securities law requirements regarding timely

filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial

reporting and adversely affect our business and operating results.

We cannot assure you that the measures we have taken to date, or any

measures we may take in the future, will be sufficient to avoid potential future material weaknesses.

We will incur significantly increased costs

as a result of and devote substantial management time to operating as a public company.

We incur significantly increased costs as

a result of and devote substantial management time to operating as a public company.

As a public company, we incur

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in our supply chain are operating from single sites, increasing their vulnerability to natural disasters or other sudden, unforeseen and

severe adverse events, such as the COVID-19 pandemic.

If such an event were to affect our supply chain, it could have a material

adverse effect on our business.

severe adverse events, such as a global pandemic.

If such an event were to affect our supply chain, it could have a material adverse

effect on our business.

Our ability to use our net operating loss

carryforwards may be limited.

As of September 30, 2023, we

federal or state net operating loss carryforwards.

Under legislation enacted in 2017, informally titled the Tax Cuts

and Jobs Act (the “TCJA”) as modified in 2020 by the Coronavirus Aid, Relief, and Economic Security Act (the “CARES

Act”), unused U.S.

federal net operating losses generated in tax years beginning after December 31, 2017, will not

expire and may be carried forward indefinitely, but the deductibility of such federal net operating loss carryforwards in taxable years

beginning after December 31, 2020, is limited to 80% of taxable income.

It is uncertain if and to what extent various states will

conform to the TCJA or the CARES Act.

Our ability to utilize any federal net operating carryforwards may be limited under Section 382

of the Internal Revenue Code of 1986, as amended (the “Code”).

The limitations apply if we experience an “ownership

change,” which is generally defined as a greater than 50 percentage point change (by value) in the ownership of our equity by certain

stockholders or groups of stockholders over a rolling three-year period.

Similar provisions of state tax law may also apply to limit the

use of any state net operating loss carryforwards.

We have not yet completed a Section 382 analysis, and therefore, there can be

no assurances that any previously experienced ownership changes have not materially limited our utilization of affected net operating

loss carryforwards.

Future changes in our stock ownership, which may be outside of our control, may trigger an ownership change that materially

impacts our ability to utilize any pre-change net operating loss carryforwards.

In addition, there may be periods during which

the use of net operating loss carryforwards is suspended or otherwise limited.

As of September 30, 2024, we had $6,780 thousand U.S.

federal net operating loss carryforwards.

legislation enacted in 2017, informally titled the Tax Cuts and Jobs Act (the “TCJA”) as modified in 2020 by the Coronavirus

Aid, Relief, and Economic Security Act (the “CARES Act”), unused U.S.

federal net operating losses generated in tax years

beginning after December 31, 2017, will not expire and may be carried forward indefinitely, but the deductibility of such federal

net operating loss carryforwards in taxable years beginning after December 31, 2020, is limited to 80% of taxable income.

is uncertain if and to what extent various states will conform to the TCJA or the CARES Act.

In addition, our ability to utilize any federal

net operating loss carryforwards may be limited under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”).

The limitations apply if we experience an “ownership change,” which is generally defined as a greater than 50 percentage point

change (by value) in the ownership of our equity by certain stockholders or groups of stockholders over a rolling three-year period.

provisions of state tax law may also apply to limit the use of any state net operating loss carryforwards.

We have not yet completed a

Section 382 analysis, and therefore, there can be no assurances that any previously experienced ownership changes have not materially

limited our utilization of affected net operating loss carryforwards.

Future changes in our stock ownership, which may be outside of our

control, may trigger an ownership change that materially impacts our ability to utilize any pre-change net operating loss carryforwards.

In addition, there may be periods during which the use of net operating loss carryforwards is suspended or otherwise limited.

Our management has limited experience in

operating a public company.

Our executive officers have

limited experience in the management of a publicly traded company subject to significant regulatory oversight and reporting obligations

Some of our executive officers

have limited experience in the management of a publicly traded company subject to significant regulatory oversight and reporting obligations

under federal securities laws.

14 unchanged sentences

or technologies by using shares of our Class B common stock as consideration may also be impaired.

The trading price of our Class B common

stock may be volatile, and you could lose all or part of your investment.

The trading price of our Class B

common stock following our initial public offering is likely to be volatile and could be subject to fluctuations in response to various

factors, some of which are beyond our control.

These fluctuations could cause you to lose all or part of your investment in our Class B

common stock as you might be unable to sell your shares at or above the price you paid for them.

Factors that could cause fluctuations

in the trading price of our Class B common stock include the following:

● price and volume fluctuations in the overall stock market

from time to time;

● volatility in the trading prices and trading volumes of transportation

● changes in operating performance and stock market valuations

of other transportation companies generally, or those in our industry in particular;

● sales of shares of our Class B common stock by us or

our stockholders;

● failure of securities analysts to maintain coverage of us,

changes in financial estimates by securities analysts who follow our Company, or our failure to meet these estimates or the expectations

of investors;

● the financial projections we may provide to the public, any

changes in those projections, or our failure to meet those projections;

● announcements by us or our competitors of new products, features,

● the public’s reaction to our press releases, other

public announcements and filings with the SEC;

● rumors and market speculation involving us or other companies

in our industry;

● actual or anticipated changes in our results of operations

or fluctuations in our results of operations;

● actual or anticipated developments in our business, our competitors’

businesses or the competitive landscape generally;

● litigation involving us, our industry, or both, or investigations

by regulators into our operations or those of our competitors;

● developments or disputes concerning our intellectual property

or other proprietary rights;

● announced or completed acquisitions of businesses, products,

services or technologies by us or our competitors;

● new laws or regulations or new interpretations of existing

laws or regulations applicable to our business;

● changes in accounting standards, policies, guidelines, interpretations

or principles;

● any significant change in our management;

● general economic conditions and slow or negative growth of

In recent years, the stock

markets generally have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating

performance of listed companies.

Broad market and industry factors may significantly affect the market price of our Class B common

stock, regardless of our actual operating performance.

These fluctuations may be even more pronounced in the trading market for our Class B

common stock shortly following our initial public offering.

You may not realize any return on your investment in us and may lose some

or all of your investment.

In addition, in the past, following

periods of volatility in the overall market and in the market price of a particular company’s securities, securities class action

litigation has often been instituted against these companies.

This litigation, if instituted against us, could result in substantial costs

and a diversion of our management’s attention and resources.

The market price and trading volume of our

Class B common stock may continue to be highly volatile, which could lead to a loss of all or part of a stockholder’s investment.

The market price and trading

volume of our Class B common stock has fluctuated widely since the beginning of the calendar year.

During the period from January 1, 2024

to the date of this Report, the trading price of our Class B common stock has fluctuated from an intra-day high of $12.29 on January 24,

2024 to an intra-day low of $0.30 on August 6, 2024.

The market price of our Class

B common stock is affected by a variety of factors, including but not limited to:

● analyst reports that may be published about our company or

our industry;

● our ability to execute our anticipated business plans and

● actual or anticipated fluctuations in our quarterly or annual

operating results;

● our ability to obtain additional capital which will be necessary

to continue our business and operations;

● changes in financial or operational estimates or projections;

● changes in the economic performance or market valuations

of companies similar to ours;

● the impact of pandemics, inflation, war, other hostilities

and other disruptive events on our business or that of our customers, partners, and supply chain or on the global economy;

● our ability to comply with the continued listing requirements of The

Nasdaq Stock Market LLC (“Nasdaq”) and maintain our listing on Nasdaq.

In addition, the trading

price and trading volume of our Class B common stock has very recently and at certain other times in the past exhibited, and may continue

to exhibit, extreme volatility, including within a single trading day.

Such volatility could cause purchasers of our Class B common stock

to incur substantial losses.

For example, on July 22, 2024, the trading price of our Class B common stock ranged from an intra-day high

of $2.59 to an intra-day low of $1.31, on trading volume of approximately 100 million shares, and on August 7, 2024, the trading price

of our Class B common stock ranged from an intra-day high of $0.728 to an intra-day low of $0.5413, on trading volume of approximately

188 million shares.

With respect to certain such instances of trading volatility, we are not aware of any material changes in our financial

condition or results of operations that would explain such price volatility or trading volume, which we believe reflect market and trading

dynamics unrelated to our operating business or prospects and outside of our control.

We are thus unable to predict when such instances

of trading volatility will occur or how long such dynamics may last.

Under these circumstances, we would caution you against investing

in our Class B common stock unless you are prepared to incur the risk of incurring substantial losses.

A proportion of our Class

B common stock may be traded by short sellers which may put pressure on the supply and demand for our Class B common stock, creating further

price volatility.

In particular, a possible “short squeeze” due to a sudden increase in demand of our Class B common stock

that largely exceeds supply may lead to sudden extreme price volatility in our Class B common stock.

Investors may purchase our Class

B common stock to hedge existing exposure in our Class B common stock or to speculate on the price of our Class B common stock.

on the price of our Class B common stock may involve long and short exposures.

To the extent aggregate short exposure exceeds the number

of shares of common stock available for purchase in the open market, investors with short exposure may have to pay a premium to repurchase

our Class B common stock for delivery to lenders of our Class B common stock.

Those repurchases may in turn dramatically increase the

price of our Class B common stock until investors with short exposure are able to purchase additional common stock to cover their short

This is often referred to as a “short squeeze.” Following such a short squeeze, once investors purchase the shares

necessary to cover their short position, the price of our Class B common stock may rapidly decline.

A short squeeze could lead to volatile

price movements in our shares that are not directly correlated to the performance or prospects of our company and could cause purchasers

of our common shares to incur substantial losses.

The dual-class structure of our common stock

1 unchanged sentence

a change in control.

Our Class B common stock has one (1) vote per share, and

our Class A common stock has ten (10) votes per share.

Our issued and outstanding share capital consists of 44,353,846 shares

of Class A common stock and 17,855,563 shares of Class B common stock.

Our Chief Executive Officer and co-founder, Zhenwu Huang,

and our Chief Financial Officer and co-founder, Zhenqiang Huang, beneficially own an aggregate of approximately 82.79% of the

voting power of our outstanding shares of common stock as of the date of this Report, and as such, these stockholders, individually or

together, may be able to significantly influence matters submitted to our stockholders for approval, including the election of directors,

amendments of our articles of incorporation, as amended, and any merger or other major corporate transactions that require stockholder

See “Principal Stockholders” Our existing stockholders, including Zhenwu Huang and Zhenqiang Huang, individually

or together, may vote in a way with which you disagree and which may be adverse to your interests.

This concentrated voting power may,

by changing the directors of the Company, have the ultimate effect of delaying, preventing or deterring a change in control of our Company,

could deprive our stockholders of an opportunity to receive a premium for their shares of common stock as part of a sale of our company

and might ultimately materially and adversely affect the market price of our Class B common stock.

Our Class B common stock

has one (1) vote per share, and our Class A common stock has ten (10) votes per share.

Our issued and outstanding share

capital consisted of 39,934,846 shares of Class A common stock and 72,117,398 shares of Class B common stock as of January 10,

Our Chief Executive Officer and co-founder, Zhenwu Huang, and our Chief Financial Officer and co-founder, Zhenqiang Huang,

beneficially own an aggregate of approximately 81.02% of the voting power of our outstanding shares of common stock as of September 30,

2024, and as such, these stockholders, individually or together, may be able to significantly influence matters submitted to our stockholders

for approval, including the election of directors, amendments of our articles of incorporation, as amended, and any merger or other major

corporate transactions that require stockholder approval.

See “Principal Stockholders” Our existing stockholders, including

Zhenwu Huang and Zhenqiang Huang, individually or together, may vote in a way with which you disagree and which may be adverse to your

This concentrated voting power may, by changing the directors of the Company, have the ultimate effect of delaying, preventing

or deterring a change in control of our Company, could deprive our stockholders of an opportunity to receive a premium for their shares

of common stock as part of a sale of our company and might ultimately materially and adversely affect the market price of our Class B

common stock.

Future transfers by the holders

10 unchanged sentences

may adversely affect the trading market for our Class B common stock.

We cannot predict whether our

dual-class structure will result in a lower or more volatile market price of our Class B common stock or in adverse publicity or

other adverse consequences.

We cannot predict whether

our dual-class structure will result in a lower or more volatile market price of our Class B common stock or in adverse publicity

or other adverse consequences.

For example, certain index providers have announced restrictions on companies with dual-class or multi-class

34 unchanged sentences

the market price of our Class B common stock.

We have 19,913,000 outstanding shares of Class B common stock that may be

sold after the expiration of lock-up agreements at least 180 days following the closing of the offering of the shares, unless such shares

are held by an affiliate of ours, as more fully described in our Registration Statement on From S-1 (File Nos 333-269470 and 333-275612),

filed with the Securities and Exchange Commission (“SEC”) in connection with our initial public offering (“IPO Prospectus”),

in the section entitled “Shares Eligible for Future Sale.” Moreover, we have registered shares of Class B common stock

issuable under our 2023 Stock Option Plan on a Registration Statement on Form S-8, filed the SEC on December 11, 2023, and such shares

can be freely sold in the public market upon issuance, subject to the lock-up agreements described above and in the IPO Prospectus.

a large number of shares of our Class B common stock or securities convertible into our Class B common stock are sold in the

public market after they become eligible for sale, the sales could reduce the trading price of our Class B common stock and impede

our ability to raise future capital.

Our failure to meet the continued listing

requirements of Nasdaq could result in a delisting of our Class B common stock.

If we fail to satisfy the continued

listing requirements of Nasdaq, such as the corporate governance requirements or the minimum closing bid price requirement, Nasdaq may

take steps to delist our Class B common stock.

Such a delisting would likely have a negative effect on the price of our Class B

common stock and would impair your ability to sell or purchase our Class B common stock when you wish to do so.

In the event of a

delisting, we can provide no assurance that any action taken by us to restore compliance with listing requirements would allow our Class B

common stock to become listed again, stabilize the market price or improve the liquidity of our Class B common stock, prevent our

Class B common stock from dropping below the Nasdaq minimum bid price requirement or prevent future non-compliance with Nasdaq’s

listing requirements.

For example, we have registered an aggregate of 14,311,215 shares of Class B common

stock issuable under our Amended and Restated 2023 Stock Option Plan on a Registration Statement on Form S-8, filed with the SEC on December

11, 2023, as amended by Post-Effective Amendment No.

1 to Form S-8, filed with the SEC on November 7, 2023, and such shares can be freely

sold in the public market upon issuance (unless issued to an affiliate of the Company).

If a large number of shares of our Class B

common stock or securities convertible into our Class B common stock are sold in the public market after they become eligible for

sale, the sales could reduce the trading price of our Class B common stock and impede our ability to raise future capital.

There can be no assurance that we will continue

to be able to comply with the continued listing standards of Nasdaq.

Our continued

eligibility to maintain the listing of our Class B common stock on Nasdaq depends on a number of factors, including the price of our

Class B common stock.

On October 25, 2024, the Company received a notice from Nasdaq notifying the Company that, because the closing

bid price for the Company’s Class B common stock had fallen below $1.00 per share for 30 consecutive business days, the

Company no longer complies with the minimum bid price requirement for continued listing on the Nasdaq Capital Market under Rule

5550(a)(2) of Nasdaq Listing Rules.

Nasdaq’s notice had no immediate effect on the listing of the Company’s Class B

common stock on the Nasdaq Capital Market.

Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided an initial

compliance period of 180 calendar days, or until April 23, 2025, to regain compliance with the minimum bid price requirement.

regain compliance, the closing bid price of the Company’s Class B common stock must meet or exceed $1.00 per share for a

minimum of 10 consecutive business days prior to April 23, 2025.

On January 6, 2024, the Company received a notice from Nasdaq that the Company has regained compliance with the

minimum bid price requirement and the matter is closed.

However, there is no guarantee that the Company will be able to remain

in compliance with the continued listing standards of Nasdaq.

If Nasdaq delists our securities from trading on its exchange for failure

to meet its listing standards, and we are not able to list such securities on another national securities exchange, then our Common Stock

could be quoted on an over-the-counter market.

If this were to occur, we and our stockholders could face significant material adverse

consequences, including:

● a limited availability of market quotations for our securities;

● reduced liquidity for our securities;

● a determination that our Class B common stock is a “ penny

stock, ” which will require brokers trading our Class B common stock

to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for shares

of our Class B common stock;

● a limited amount of news and analyst coverage;

● a decreased ability for us to issue additional securities

or obtain additional financing in the future.

Our directors, executive officers and principal

stockholders have substantial control over us and could delay or prevent a change of corporate control.

Our directors, executive officers

and holders of more than 5% of our Class B common stock, together with their affiliates, beneficially own, in the aggregate, approximately

94.52% of our outstanding common stock.

As a result, these stockholders, acting together, have the ability to control the outcome of matters

submitted to our stockholders for approval, including the election of directors and any merger, consolidation or sale of all or substantially

all of our assets.

In addition, these stockholders, acting together, have the ability to control the management and affairs of our company.

Accordingly, this concentration of ownership could harm the market price of our Class B common stock by:

● delaying, deferring or preventing a change of control of

● impeding a merger, consolidation, takeover or other business

combination involving us;

● discouraging a potential acquiror from making a tender offer

or otherwise attempting to obtain control of us.

Our directors, executive

officers and holders of more than 5% of our Class B common stock, together with their affiliates, beneficially own, in the aggregate,

approximately 81.35% of our outstanding common stock as of January 10, 2025.

As a result, these stockholders, acting together, have the

ability to control the outcome of matters submitted to our stockholders for approval, including the election of directors and any merger,

consolidation or sale of all or substantially all of our assets.

In addition, these stockholders, acting together, have the ability to

control the management and affairs of our company.

Accordingly, this concentration of ownership could harm the market price of our Class B

common stock by:

delaying, deferring or preventing a change of control of us;

impeding a merger, consolidation, takeover or other business combination involving us;

discouraging a potential acquiror from making a tender offer or otherwise attempting to obtain control of us.

See “Security Ownership

3 unchanged sentences

Anti-takeover provisions contained in our

second amended and restated articles of incorporation and bylaws, as well as provisions of Nevada law, could impair a takeover attempt.

second amended and restated articles of incorporation and second amended and restated bylaws, as well as provisions of Nevada law, could

impair a takeover attempt.

Our second amended and restated

articles of incorporation, bylaws and Nevada law contain provisions which could have the effect of rendering more difficult, delaying

or preventing an acquisition deemed undesirable by our board of directors.

Our corporate governance documents include provisions:

articles of incorporation, second amended and restated bylaws and Nevada law contain provisions which could have the effect of rendering

more difficult, delaying or preventing an acquisition deemed undesirable by our board of directors.

Our corporate governance documents

include provisions:

classifying our board of directors into three classes;

● authorizing “blank check” preferred stock, which

could be issued by our board of directors without stockholder approval and may contain voting, liquidation, dividend, and other rights

superior to our Class B common stock;

● limiting the liability of, and providing indemnification

to, our directors and officers;

● limiting the ability of our stockholders to call and bring

business before special meetings;

● requiring advance notice of stockholder proposals for business

to be conducted at meetings of our stockholders and for nominations of candidates for election to our board of directors;

● controlling the procedures for the conduct and scheduling

of board of directors and stockholder meetings;

● providing our board of directors with the express power to

postpone previously scheduled annual meetings and to cancel previously scheduled special meetings.

authorizing “blank check” preferred stock, which could be issued by our board of directors without stockholder approval and may contain voting, liquidation, dividend, and other rights superior to our Class B common stock;

limiting the liability of, and providing indemnification to, our directors and officers;

limiting the ability of our stockholders to call and bring business before special meetings;

requiring advance notice of stockholder proposals for business to be conducted at meetings of our stockholders and for nominations of candidates for election to our board of directors;

controlling the procedures for the conduct and scheduling of board of directors and stockholder meetings;

providing our board of directors with the express power to postpone previously scheduled annual meetings and to cancel previously scheduled special meetings.

These provisions, alone or

36 unchanged sentences

which may never occur, as the only way to realize any future gains on their investment.

Unresolved Staff Comments

Not Applicable

Cybersecurity

Not Applicable

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

What changed 10-K/A

Item 1A. Risk Factors