What changed in this filing

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Item 1A. Risk Factors

2025-03-04 compared with 2025-02-07 · 532 added, 506 removed, 519 unchanged (67% of the section changed)

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of our Class B common stock could decline, and you could lose all or part of your investment.

An investment in our Class

B common stock involves a high degree of risks.

You should carefully consider all of the information in this Report, including the risks

and uncertainties described below, before making an investment in our Class B common stock.

Any of the following risks could have a material

adverse effect on our business, financial condition and results of operations.

In any such case, the market price of our Class B common

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

An investment in our

Class B common stock involves a high degree of risks.

You should carefully consider all of the information in this Report, including

the risks and uncertainties described below, before making an investment in our Class B common stock.

Any of the following risks could

have a material adverse effect on our business, financial condition and results of operations.

In any such case, the market price of

our Class B common stock could decline, and you may lose all or part of your investment.

Risks Related to Our Industry and Business

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cleaning and indoor delivery automation.

Our competitor base may develop new technologies or products that provide superior features or

are less expensive than our products.

Our competitor base may develop new technologies or products that provide superior features

or are less expensive than our products.

Our competitors may respond more quickly to new or emerging technologies, undertake more extensive

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potential customers, employees and strategic partners.

If we are not able to compete effectively, our business, prospects, financial condition,

and operating results will be negatively impacted.

If we are not able to compete effectively, our business, prospects, financial

condition, and operating results will be negatively impacted.

Our business plans require a significant

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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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If we are unable to sell our products to these customers or are unable

to enter into agreements with customers, suppliers and production counterparties on satisfactory terms, our prospects and results of operations

will be adversely affected.

to enter into agreements with customers, suppliers and production counterparties on satisfactory terms, our prospects and results of

operations will be adversely affected.

Several of our customers

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Meeting the requirements and securing contracts with any of these companies will require a substantial investment of our time and resource.

We cannot assure you that our products will be the one these companies will choose, or that we will generate meaningful revenue from the

sales of our products to these key potential customers.

If our products are not selected by these large corporations or if these corporations

decide to go with a competitor, it will have an adverse effect on our business.

We cannot assure you that our products will be the one these companies will choose, or that we will generate meaningful revenue from

the sales of our products to these key potential customers.

If our products are not selected by these large corporations or if these

corporations decide to go with a competitor, it will have an adverse effect on our business.

We must successfully manage product introductions

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new and improved robotic solutions that meet changing consumer demands.

Moreover, the introduction of new products is a complex task involving

significant expenditures in research and development, promotion and sales channel development, and management of existing inventories

Moreover, the introduction of new products is a complex task

involving significant expenditures in research and development, promotion and sales channel development, and management of existing inventories

to reduce the cost associated with returns and slow moving inventory.

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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

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.

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

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.

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

more expensive than we currently anticipate, and we may not succeed in increasing our revenue, if at all, in an amount sufficient to offset

these higher expenses and to achieve and maintain profitability.

The market opportunities we are pursuing are at an early stage of development,

and it may be many years before the end markets we expect to serve generate significant demand for our products at scale, if at all.

more expensive than we currently anticipate, and we may not succeed in increasing our revenue, if at all, in an amount sufficient to

offset these higher expenses and to achieve and maintain profitability.

The market opportunities we are pursuing are at an early stage

of development, and it may be many years before the end markets we expect to serve generate significant demand for our products

at scale, if at all.

Our reputation and brand recognition is

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or to do so on acceptable terms.

Even if we are able to establish agreements with third-party manufacturers/suppliers, reliance on

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

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

Even if we are able to establish agreements with third-party manufacturers/suppliers, reliance

on 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 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.

failure to manufacture/supply our product according to our schedule

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

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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.

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 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.

We have a global supply chain

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.

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

and technologies.

We have a global supply

chain 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.

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.

Components used in our sensors may fail

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defect, they can cause our sensors to fail and render them permanently inoperable.

As a result, we may have to replace these sensors at

our sole cost and expense.

As a result, we may have to replace these sensors

at our sole cost and expense.

Should we have a widespread problem of this kind, our reputation in the market could be adversely affected

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for a limited warranty period.

As a result of increased competition and changing standards in our target markets, we may be required to

increase our warranty period length and the scope of our warranty.

As a result of increased competition and changing standards in our target markets, we may be required

to increase our warranty period length and the scope of our warranty.

To be competitive, we may be required to implement these increases

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are in high demand, and we devote significant resources to identifying, hiring, training, successfully integrating and retaining these

As competition with other companies increases, we may incur significant expenses in attracting and retaining high quality software

and hardware engineers and other employees.

The loss of employees or the inability to hire additional skilled employees as necessary to

support the growth of our business and the scale of our operations could result in significant disruptions to our business, and the integration

of replacement personnel could be time-consuming and expensive and cause additional disruptions to our business.

As competition with other companies increases, we may incur significant expenses in attracting and retaining high quality

software and hardware engineers and other employees.

The loss of employees or the inability to hire additional skilled employees as necessary

to support the growth of our business and the scale of our operations could result in significant disruptions to our business, and the

integration of replacement personnel could be time-consuming and expensive and cause additional disruptions to our business.

We believe a critical component

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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.

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

have in the past been subject to wide fluctuation and may be unavailable on terms that we or our customers believe are economically acceptable.

Reductions in coverage, changes in the insurance markets and accidents affecting our industry may result in further increases in our cost

and higher deductibles and retentions in future years and may also result in reduced activity levels in certain markets.

we may not be able to continue to obtain insurance on commercially reasonable terms.

Any of these events could have an adverse impact

on our business, financial condition and results of operations.

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

of our resources.

Additionally, insurance

rates have in the past been subject to wide fluctuation and may be unavailable on terms that we or our customers believe are economically

Reductions in coverage, changes in the insurance markets and accidents affecting our industry may result in further increases

in our cost and higher deductibles and retentions in future years and may also result in reduced activity levels in certain markets.

As a result, we may not be able to continue to obtain insurance on commercially reasonable terms.

Any of these events could have an adverse

impact on our business, financial condition and results of operations.

Risks Related to Our Intellectual Property

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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

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.

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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of our domain names, trademarks and service marks in the United States and in certain locations outside the United States.

are seeking to protect our trademarks, patents and domain names in an increasing number of jurisdictions, a process that is expensive

We are seeking to protect our trademarks, patents and domain names in an increasing number of jurisdictions, a process that is expensive

and time-consuming and may not be successful or which we may not pursue in every location.

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to maintain, protect and enhance our intellectual property or proprietary rights, our business may be harmed.

In addition to patented technology, we rely

on our unpatented proprietary technology, trade secrets, designs, experiences, work flows, data, processes, software and know-how.

In addition to patented technology, we

rely on our unpatented proprietary technology, trade secrets, designs, experiences, work flows, data, processes, software and know-how.

We rely on proprietary information

(such as trade secrets, know-how and confidential information) to protect intellectual property that may not be patentable or

subject to copyright, trademark, trade dress or service mark protection, or that we believe is best protected by means that do not require

public disclosure.

We generally seek to protect this proprietary information by entering into confidentiality agreements, or consulting,

services or employment agreements that contain non-disclosure and non-use provisions with our employees, consultants,

contractors and third parties.

However, we may fail to enter into the necessary agreements, and even if entered into, these agreements

may be breached or may otherwise fail to prevent disclosure, third-party infringement or misappropriation of our proprietary information,

may be limited as to their term and may not provide an adequate remedy in the event of unauthorized disclosure or use of proprietary information.

We have limited control over the protection of trade secrets used by our current or future manufacturing partners and suppliers and could

lose future trade secret protection if any unauthorized disclosure of such information occurs.

In addition, our proprietary information

may otherwise become known or be independently developed by our competitors or other third parties.

To the extent that our employees,

consultants, contractors, advisors and other third parties use intellectual property owned by others in their work for us, disputes may

arise as to the rights in related or resulting know-how and inventions.

Costly and time-consuming litigation could be necessary

to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain protection for our proprietary information

could adversely affect our competitive business position.

Furthermore, laws regarding trade secret rights in certain markets where we

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

(such as trade secrets, know-how and confidential information) to protect intellectual property that may not be patentable

or subject to copyright, trademark, trade dress or service mark protection, or that we believe is best protected by means that do not

require public disclosure.

We generally seek to protect this proprietary information by entering into confidentiality agreements, or

consulting, services or employment agreements that contain non-disclosure and non-use provisions with our employees,

consultants, contractors and third parties.

However, we may fail to enter into the necessary agreements, and even if entered into, these

agreements may be breached or may otherwise fail to prevent disclosure, third-party infringement or misappropriation of our proprietary

information, may be limited as to their term and may not provide an adequate remedy in the event of unauthorized disclosure or use of

proprietary information.

We have limited control over the protection of trade secrets used by our current or future manufacturing partners

and suppliers and could lose future trade secret protection if any unauthorized disclosure of such information occurs.

In addition, our

proprietary information may otherwise become known or be independently developed by our competitors or other third parties.

To the extent

that our employees, consultants, contractors, advisors and other third parties use intellectual property owned by others in their work

for us, disputes may arise as to the rights in related or resulting know-how and inventions.

Costly and time-consuming litigation

could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain protection for our

proprietary information could adversely affect our competitive business position.

Furthermore, laws regarding trade secret rights in

certain markets where we operate may afford little or no protection to its trade secrets.

We also rely on physical

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we indemnify our customers and manufacturing partners.

We could incur significant expenses defending these partners if they are sued for

patent infringement based on allegations related to our technology.

In addition, if a partner were to lose a lawsuit and in turn seek

indemnification from us, we could be subject to significant monetary liabilities.

While such contracts typically give us multiple remedies

for addressing instances of infringements, such remedies (e.g.

product modification, purchase of licenses) could be expensive and difficult

to administer.

We could incur significant expenses defending these partners if they are sued

for patent infringement based on allegations related to our technology.

In addition, if a partner were to lose a lawsuit and in turn

seek indemnification from us, we could be subject to significant monetary liabilities.

While such contracts typically give us multiple

remedies for addressing instances of infringements, such remedies (e.g.

product modification, purchase of licenses) could be expensive

and difficult to administer.

Risks Related to Compliance

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proceedings and commercial or contractual disputes, which could have an adverse effect on our profitability and financial position.

We may be, from time to time,

involved in litigation, regulatory proceedings and commercial or contractual disputes that may be significant.

These matters may include,

without limitation, disputes with our suppliers and customers, intellectual property claims, stockholder litigation, government investigations,

class action lawsuits, personal injury claims, environmental issues, customs and Value Added Tax (VAT) disputes and employment and tax

In addition, we have in the past and could face in the future a variety of labor and employment claims against us, related to,

but not limited to, general employment practices and wrongful acts.

In such matters, private parties or other entities may seek to recover

from us indeterminate amounts in penalties or monetary damages.

These types of lawsuits could require significant management time and

attention or could involve substantial legal liability, and/or substantial expenses to defend.

Often these cases raise complex factual

and legal issues and create risks and uncertainties.

No assurances can be given that any proceedings and claims will not have a material

adverse impact on our consolidated financial position or that our established reserves or our available insurance will mitigate this impact.

We may be, from time to

time, involved in litigation, regulatory proceedings and commercial or contractual disputes that may be significant.

These matters may

include, without limitation, disputes with our suppliers and customers, intellectual property claims, stockholder litigation, government

investigations, class action lawsuits, personal injury claims, environmental issues, customs and Value Added Tax (VAT) disputes and employment

and tax issues.

In addition, we have in the past and could face in the future a variety of labor and employment claims against us, related

to, but not limited to, general employment practices and wrongful acts.

In such matters, private parties or other entities may seek to

recover from us indeterminate amounts in penalties or monetary damages.

These types of lawsuits could require significant management

time and attention or could involve substantial legal liability, and/or substantial expenses to defend.

Often these cases raise complex

factual and legal issues and create risks and uncertainties.

No assurances can be given that any proceedings and claims will not have

a material adverse impact on our consolidated financial position or that our established reserves or our available insurance will mitigate

We are subject to, and must remain in compliance

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of our products.

We manufacture and sell products

that contain electronic components, and such components may contain materials that are subject to government regulation in both the locations

where we manufacture and assembles our products, as well as the locations where we sell our products.

For example, certain regulations

limit the use of lead in electronic components.

Since we operate on a global basis, this is a complex process which requires continuous

monitoring of regulations and an ongoing compliance process to ensure that we, and our suppliers, are in compliance with all existing

If there is an unanticipated new regulation that significantly impacts our use of various components or requires more expensive

components, that regulation could materially adversely affect our business, results of operations and financial condition.

We manufacture and sell

products that contain electronic components, and such components may contain materials that are subject to government regulation in both

the locations where we manufacture and assembles our products, as well as the locations where we sell our products.

For example, certain

regulations limit the use of lead in electronic components.

Since we operate on a global basis, this is a complex process which requires

continuous monitoring of regulations and an ongoing compliance process to ensure that we, and our suppliers, are in compliance with all

existing regulations.

If there is an unanticipated new regulation that significantly impacts our use of various components or requires

more expensive components, that regulation could materially adversely affect our business, results of operations and financial condition.

We are subject to U.S.

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§ 201, the U.S.

Travel Act, the Money Laundering

Control Act 18 U.S.C.

§§ 1956 and 1957, and other anti-bribery and anti-money laundering laws in countries in which we

conduct activities.

Anti-corruption laws are interpreted broadly and prohibit companies and their employees, agents, contractors and other

collaborators from authorizing, promising, offering or providing, directly or indirectly, improper payments or anything else of value

to recipients in the public or private sector, and require that we keep accurate books and records and maintain internal accounting controls

designed to prevent any such actions.

We can be held liable for the corrupt or other illegal activities of our employees, agents, contractors

and other collaborators, even if we do not explicitly authorize or have actual knowledge of such activities.

Travel Act, the Money

Laundering Control Act 18 U.S.C.

§§ 1956 and 1957, and other anti-bribery and anti-money laundering laws in countries

in which we conduct activities.

Anti-corruption laws are interpreted broadly and prohibit companies and their employees, agents, contractors

and other collaborators from authorizing, promising, offering or providing, directly or indirectly, improper payments or anything else

of value to recipients in the public or private sector, and require that we keep accurate books and records and maintain internal accounting

controls designed to prevent any such actions.

We can be held liable for the corrupt or other illegal activities of our employees, agents,

contractors and other collaborators, even if we do not explicitly authorize or have actual knowledge of such activities.

As we increase our international

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tariffs, may also have a material adverse effect on our business, financial condition and results of operations.

Exports of our products are

subject to export controls and sanctions laws and regulations imposed by the U.S.

Exports of our products

are subject to export controls and sanctions laws and regulations imposed by the U.S.

government and administered by the U.S.

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including government investigations, penalties and reputational harm.

Further, any changes in global

political, regulatory and economic conditions, such as the military conflict involving Russia and Ukraine and the sanctions imposed by

the United States, United Kingdom, European Union, and other jurisdictions on Russia in response to such conflict, or in laws and

policies governing import/export control, economic sanctions, manufacturing, development and investment in the territories or countries

Further, any changes in

global political, regulatory and economic conditions, such as the military conflict involving Russia and Ukraine and the sanctions imposed

by the United States, United Kingdom, European Union, and other jurisdictions on Russia in response to such conflict, or in laws

and policies governing import/export control, economic sanctions, manufacturing, development and investment in the territories or countries

where we currently purchase our components, sell our products, or conduct our business could result in the decreased use of our products

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termination of trade agreements, the imposition of higher tariffs on imports into the United States, economic sanctions on individuals,

corporations or countries, and other government regulations affecting trade between the United States and other countries where we

conduct our business.

corporations or countries, and other government regulations affecting trade between the United States and other countries where

we conduct our business.

A number of other nations have proposed or instituted similar measures directed at trade with the United States

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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.

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

cyber-attacks and other means of gaining unauthorized access to its products, systems, and data.

For instance, cyber criminals or insiders

may target us or third-parties with which we have business relationships in an effort to obtain data, or in a manner that disrupts our

operations or compromises our products or the systems into which our products are integrated.

We may also be affected

by cyber-attacks and other means of gaining unauthorized access to its products, systems, and data.

For instance, cyber criminals or

insiders may target us or third-parties with which we have business relationships in an effort to obtain data, or in a manner that disrupts

our operations or compromises our products or the systems into which our products are integrated.

We are assessing the continually

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have an adverse effect on our reputation and business.

If we fail to comply with the laws and regulations

relating to the collection of sales tax and payment of income taxes in the various states in which we do business, we could be exposed

to unexpected costs, expenses, penalties and fees as a result of our non-compliance, which could harm our business.

By engaging in business activities

in the United States, we become subject to various state laws and regulations, including requirements to collect sales tax from our

sales within those states, and the payment of income taxes on revenue generated from activities in those states.

A successful assertion

by one or more states that we were required to collect sales or other taxes or to pay income taxes where we did not could result in substantial

tax liabilities, fees and expenses, including substantial interest and penalty charges, which could harm our business.

If we fail to comply with the laws and

regulations relating to the collection of sales tax and payment of income taxes in the various states in which we do business, we could

be exposed to unexpected costs, expenses, penalties and fees as a result of our non-compliance, which could harm our business.

By engaging in business

activities in the United States, we become subject to various state laws and regulations, including requirements to collect sales

tax from our sales within those states, and the payment of income taxes on revenue generated from activities in those states.

assertion by one or more states that we were required to collect sales or other taxes or to pay income taxes where we did not could result

in substantial tax liabilities, fees and expenses, including substantial interest and penalty charges, which could harm our business.

General Risks Associated with Our Company

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to ongoing development as our operations mature.

In addition, it may be difficult to evaluate our business because many of the other companies

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

In addition, it may be difficult to evaluate our business because many of the other

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

evolving businesses.

If we were to lose the services of members

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part upon the continued service of key members of our senior management team.

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, 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.

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,

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.

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

We have evaluated, and

expect to continue to evaluate, a wide array of potential strategic transactions.

Any acquisition could be material to our financial condition

and results of operations and any anticipated benefits from an acquisition may never materialize.

In addition, the process of integrating

acquired businesses, products or technologies may create unforeseen operating difficulties and expenditures.

Acquisitions in international

markets would involve additional risks, including those related to integration of operations across different cultures and languages,

currency risks and the particular economic, political and regulatory risks associated with specific countries.

We may not be able to address

these risks successfully, or at all, without incurring significant costs, delays or other operational problems and if we were unable to

address such risks successfully our business could be harmed.

We have evaluated,

and expect to continue to evaluate, a wide array of potential strategic transactions.

Any acquisition could be material to our financial

condition and results of operations and any anticipated benefits from an acquisition may never materialize.

In addition, the process

of integrating acquired businesses, products or technologies may create unforeseen operating difficulties and expenditures.

in international markets would involve additional risks, including those related to integration of operations across different cultures

and languages, currency risks and the particular economic, political and regulatory risks associated with specific countries.

not be able to address these risks successfully, or at all, without incurring significant costs, delays or other operational problems

and if we were unable to address such risks successfully our business could be harmed.

Our ability to effectively manage our anticipated

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allocation of valuable management and employee resources.

We expect to experience significant

growth in the scope and nature of our operations.

Our ability to manage our operations and future growth will require us to continue to

improve our operational, financial and management controls, compliance programs and reporting systems.

We may not be able to implement

improvements in an efficient or timely manner and may discover deficiencies in existing controls, programs, systems and procedures, which

could have an adverse effect on our business, reputation and financial results.

Additionally, rapid growth in our business may place a

strain on our human and capital resources.

Furthermore, we expect to continue to conduct our business internationally and anticipate increased

business operations in the United States, Europe, Asia and elsewhere.

These diversified, global operations place increased demands

on our limited resources and require us to substantially expand the capabilities of our administrative and operational resources and to

attract, train, manage and retain qualified management, technical, manufacturing, engineering, sales and other personnel.

As our operations

expand domestically and internationally, we will need to continue to manage multiple locations and additional relationships with various

customers, partners, suppliers and other third parties across several markets.

We expect to experience

significant growth in the scope and nature of our operations.

Our ability to manage our operations and future growth will require us

to continue to improve our operational, financial and management controls, compliance programs and reporting systems.

We may not be able

to implement improvements in an efficient or timely manner and may discover deficiencies in existing controls, programs, systems and

procedures, which could have an adverse effect on our business, reputation and financial results.

Additionally, rapid growth in our business

may place a strain on our human and capital resources.

Furthermore, we expect to continue to conduct our business internationally and

anticipate increased business operations in the United States, Europe, Asia and elsewhere.

These diversified, global operations

place increased demands on our limited resources and require us to substantially expand the capabilities of our administrative and operational

resources and to attract, train, manage and retain qualified management, technical, manufacturing, engineering, sales and other personnel.

As our operations expand domestically and internationally, we will need to continue to manage multiple locations and additional relationships

with various customers, partners, suppliers and other third parties across several markets.

We are an “emerging growth company,”

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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

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

of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements,

and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden

parachute payments not previously approved.

We could be an “emerging growth company” for up to five years, or until the

earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1.235 billion, (ii) the

date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur

if the market value of our Class B common stock that is held by non-affiliates exceeds $700 million as of the last business day

of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible

debt during the preceding three year period.

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 of the Sarbanes-Oxley

Act, reduced disclosure obligations regarding executive compensation in our periodic reports

and proxy statements, and exemptions from the requirements of holding a nonbinding advisory

vote on executive compensation and stockholder approval of any golden parachute payments

not previously approved.

We could be an “emerging growth company” for up to five

years, or until the earliest of (i) the last day of the first fiscal year in which our annual

gross revenues exceed $1.235 billion, (ii) the date that we become a “large accelerated

filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended

(the “Exchange Act”), which would occur if the market value of our Class B common

stock that is held by non-affiliates exceeds $700 million as of the last business day of

our most recently completed second fiscal quarter, or (iii) the date on which we have issued

more than $1 billion in non-convertible debt during the preceding three year period.

We intend to take advantage

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that provide protection to stockholders of other companies.

We are a “controlled

company” as defined under the Nasdaq Stock Market Rules, as our co-founder and Chief Executive Officer, Zhenwu (Wayne) Huang, beneficially

owns over 50% of the total voting power of our issued and outstanding shares of common stock as of the date of this Report.

as we remain a “controlled company” under that definition, we are permitted to elect to rely on, and may rely on, certain

exemptions from corporate governance rules, including an exemption from the rule that a majority of our board of directors must be independent

As a result, you may not have the same protection afforded to stockholders of companies that are subject to these corporate

governance requirements.

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

significant legal, accounting and other expenses that we did not incur as a private company.

For example, we are subject to the reporting

requirements of the Exchange Act and are required to comply with the applicable requirements of the Sarbanes-Oxley Act and the Dodd-Frank

Wall Street Reform and Consumer Protection Act, as well as rules and regulations subsequently implemented by the SEC, including the establishment

and maintenance of effective disclosure and financial controls, changes in corporate governance practices and required filing of annual,

quarterly and current reports with respect to our business and operating results.

These requirements have increased our legal and financial

compliance costs and make some activities more time-consuming and costly.

In addition, our management and other personnel need to divert

attention from operational and other business matters to devote substantial time to these public company requirements.

We may also need

to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge and will

need to maintain an internal audit function.

Operating as a public company means it is more expensive for us to maintain director and

officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to maintain coverage.

This could also make it more difficult for us to attract and retain qualified people to serve on our board of directors, our board committees

or as executive officers.

In addition, after we no longer qualify as an “emerging growth company,” as defined under the JOBS

ACT we expect to incur additional management time and cost to comply with the more stringent reporting requirements applicable to companies

that are deemed accelerated filers or large accelerated filers, including complying with the auditor attestation requirements of Section 404

of the Sarbanes-Oxley Act.

We are in the process of compiling the system and processing documentation needed to comply with such requirements.

We may not be able to complete our evaluation, testing and any required remediation in a timely fashion.

are a “controlled company” as defined under the Nasdaq Stock Market Rules, as

our co-founder and Chief Executive Officer, Zhenwu (Wayne) Huang, beneficially owns over

50% of the total voting power of our issued and outstanding shares of common stock as of

the date of the Original Report.

For so long as we remain a “controlled company”

under that definition, we are permitted to elect to rely on, and may rely on, certain exemptions

from corporate governance rules, including an exemption from the rule that a majority of

our board of directors must be independent directors.

As a result, you may not have the same

protection afforded to stockholders of companies that are subject to these corporate governance

requirements.

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 significant legal, accounting and other expenses that we did not incur as a private company.

For example, we are subject to the

reporting requirements of the Exchange Act and are required to comply with the applicable requirements of the Sarbanes-Oxley Act

and the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules and regulations subsequently implemented by the SEC,

including the establishment and maintenance of effective disclosure and financial controls, changes in corporate governance practices

and required filing of annual, quarterly and current reports with respect to our business and operating results.

These requirements have

increased our legal and financial compliance costs and make some activities more time-consuming and costly.

In addition, our management

and other personnel need to divert attention from operational and other business matters to devote substantial time to these public company

requirements.

We may also need to hire additional accounting and financial staff with appropriate public company experience and technical

accounting knowledge and will need to maintain an internal audit function.

Operating as a public company means it is more expensive for

us to maintain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher

costs to maintain coverage.

This could also make it more difficult for us to attract and retain qualified people to serve on our board

of directors, our board committees or as executive officers.

In addition, after we no longer qualify as an “emerging growth company,”

as defined under the JOBS ACT we expect to incur additional management time and cost to comply with the more stringent reporting requirements

applicable to companies that are deemed accelerated filers or large accelerated filers, including complying with the auditor attestation

requirements of Section 404 of the Sarbanes-Oxley Act.

We are in the process of compiling the system and processing documentation

needed to comply with such requirements.

We may not be able to complete our evaluation, testing and any required remediation in a timely

We cannot predict or estimate

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Our business is subject to the risks of

earthquakes, fire, floods and other natural catastrophic events, global pandemics, and interruptions by man-made problems, such

as network security breaches, computer viruses or terrorism.

Material disruptions of our business or information systems resulting from

these events could adversely affect our operating results.

earthquakes, fire, floods and other natural catastrophic events, global pandemics, and interruptions by man-made problems,

such as network security breaches, computer viruses or terrorism.

Material disruptions of our business or information systems resulting

from these events could adversely affect our operating results.

We and some of the third-party

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Furthermore, integral parties

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 a global pandemic.

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

effect on our business.

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 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, 2024, we had $6,780 thousand U.S.

As of September 30, 2024,

we had $6,780 thousand U.S.

federal net operating loss carryforwards.

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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.

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

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.

Our management has limited experience in

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

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.

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.

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 the

Original 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:

reports that may be published about our company or our industry;

ability to execute our anticipated business plans and strategy;

or anticipated fluctuations in our quarterly or annual operating results;

ability to obtain additional capital which will be necessary to continue our business and

in financial or operational estimates or projections;

in the economic performance or market valuations of companies similar to ours;

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;

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

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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

has the effect of concentrating voting power, which may limit your ability to influence the outcome of important transactions, including

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 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

of shares of Class A common stock may result in those shares converting into shares of Class B common stock.

Each share of Class A

common stock is convertible into one share of Class B common stock at any time at the option of the holder, but Class B common

stock shall not be convertible into Class A common stock under any circumstances.

However, as long as at least 7,211,740 shares of

Class A common stock remain outstanding, and without giving effect to any future issuances, the holders of our Class A common

stock will hold a majority of the outstanding voting power and will continue to control the outcome of matters submitted to stockholders’

Our second amended and restated articles of incorporation will generally not prohibit us from issuing additional shares of Class A

common stock, and any future issuance of shares of Class A common stock may be dilutive to holders of Class B common stock.

The dual-class structure of our common stock

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

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.

Speculation 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 position.

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 has the effect of concentrating voting power, which may limit your ability to influence the outcome of important transactions,

including a change in control.

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 71,484,551 shares of Class B common stock as of January 14, 2025.

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 interests.

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 of shares of Class A common stock may result in those shares converting into shares of Class B common stock.

of Class A common stock is convertible into one share of Class B common stock at any time at the option of the holder, but

Class B common stock shall not be convertible into Class A common stock under any circumstances.

However, as long as at least

7,211,740 shares of Class A common stock remain outstanding, and without giving effect to any future issuances, the holders of our

Class A common stock will hold a majority of the outstanding voting power and will continue to control the outcome of matters submitted

to stockholders’ approval.

Our second amended and restated articles of incorporation will generally not prohibit us from issuing

additional shares of Class A common stock, and any future issuance of shares of Class A common stock may be dilutive to holders

of Class B common stock.

The dual-class structure of our common

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

We cannot predict whether

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in our Class B common stock.

These policies are still relatively new and it is as of yet unclear what effect, if any, they will have

on the valuations of publicly traded companies excluded from the indices, but it is possible that they may depress these valuations compared

to those of other similar companies that are included.

Furthermore, we cannot assure you that other stock indices will not take a similar

approach to S&P Dow Jones or FTSE Russell in the future.

Exclusion from indices could make our Class B common stock less attractive

to investors and, as a result, the market price of our Class B common stock could be adversely affected.

If securities or industry analysts do not

publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.

The trading market for our

Class B common stock will depend in part on the research and reports that securities or industry analysts publish about us or our

If no securities or industry analysts cover our company, the trading price for our stock would be negatively impacted.

obtain securities or industry analyst coverage and if one or more of the analysts who covers us downgrades our stock or publishes inaccurate

or unfavorable research about our business, our stock price would likely decline.

If one or more of these analysts ceases coverage of

us or fails to publish reports on us regularly, demand for our stock could decrease, which could cause our stock price and trading volume

Future sales of our Class B common

stock or securities convertible into our Class B common stock may depress our stock price.

Sales of a substantial number

of shares of our Class B common stock or securities convertible into our Class B common stock in the public market could occur

These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce

the market price of our Class B common stock.

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

These policies are still relatively new and it is as of yet unclear what effect, if any, they will

have on the valuations of publicly traded companies excluded from the indices, but it is possible that they may depress these valuations

compared to those of other similar companies that are included.

Furthermore, we cannot assure you that other stock indices will not take

a similar approach to S&P Dow Jones or FTSE Russell in the future.

Exclusion from indices could make our Class B common stock

less attractive to investors and, as a result, the market price of our Class B common stock could be adversely affected.

securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price

and trading volume could decline.

trading market for our Class B common stock will depend in part on the research and reports that securities or industry analysts

publish about us or our business.

If no securities or industry analysts cover our company, the trading price for our stock would be negatively

If we obtain securities or industry analyst coverage and if one or more of the analysts who covers us downgrades our stock

or publishes inaccurate or unfavorable research about our business, our stock price would likely decline.

If one or more of these analysts

ceases coverage of us or fails to publish reports on us regularly, demand for our stock could decrease, which could cause our stock price

and trading volume to decline.

sales of our Class B common stock or securities convertible into our Class B common stock may depress our stock price.

of a substantial number of shares of our Class B common stock or securities convertible into our Class B common stock in the

public market could occur at any time.

These sales, or the perception in the market that the holders of a large number of shares intend

to sell shares, could reduce the market price of our Class B common stock.

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).

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.

can be no assurance that we will continue to be able to comply with the continued listing standards of Nasdaq.

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.

● 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 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

of Certain Beneficial Owners and Management and Related Stockholder Matters” below for more information regarding the ownership

of our outstanding stock by our executive officers, directors and holders of more than 5% of our Class B common stock, together with

their affiliates.

Anti-takeover provisions contained in our

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, 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.

These provisions, alone or

together, could delay or prevent hostile takeovers and changes in control or changes in our management.

Nevada law, Nevada Revised

Statutes (“NRS”) Sections 78.411 through 78.444, regulate business combinations with interested stockholders.

Nevada law defines

an interested stockholder as a beneficial owner (directly or indirectly) of 10% or more of the voting power of the outstanding shares

of the corporation.

Pursuant to Sections NRS 78.411 through 78.444, combinations with an interested stockholder remain prohibited for

three years after the person became an interested stockholder unless (i) the transaction is approved by the board of directors

or the holders of a majority of the outstanding shares not beneficially owned by the interested party, or (ii) the interested stockholder

satisfies certain fair value requirements.

NRS 78.434 permits a Nevada corporation to opt-out of the statute with appropriate provisions

in its articles of incorporation.

NRS Sections 78.378 through

78.3793 regulates the acquisition of a controlling interest in an issuing corporation.

An issuing corporation is defined as a Nevada corporation

with 200 or more stockholders of record, of which at least 100 stockholders have addresses of record in Nevada and does business in Nevada

directly or through an affiliated corporation.

NRS Section 78.379 provides that an acquiring person and those acting in association

with an acquiring person obtain only such voting rights in the control shares as are conferred by a resolution of the stockholders of

the corporation, approved at a special or annual meeting of the stockholders.

Stockholders who vote against the voting rights have dissenters’

rights in the event that the stockholders approve voting rights.

NRS Section 78.378 provides that a Nevada corporation’s articles

of incorporation or bylaws may provide that these sections do not apply to the corporation.

Our second amended and restated articles of

incorporation provide that these sections do not apply.

We have never paid dividends on our capital

stock, and we may not pay any dividends in the foreseeable future.

We have never declared nor

paid cash dividends on our capital stock.

We may pay dividends in the future if the Company realizes good profits and the board of directors

determines that dividends are advisable, taking into account the Company’s financial and development needs.

However, it is also

possible that we may retain any future earnings to finance the operation and expansion of our business, and we may not declare or pay

any dividends in the foreseeable future.

Consequently, stockholders may need to rely on sales of their common stock after price appreciation,

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

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.

To 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.

there is no guarantee that the Company will be able to remain in compliance with the continued listing standards of 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:

limited availability of market quotations for our securities;

liquidity for our securities;

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;

limited amount of news and analyst coverage;

decreased ability for us to issue additional securities or obtain additional financing in

directors, executive officers and principal stockholders have substantial control over us and could delay or prevent a change of corporate

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.

“Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” below for more information

regarding the ownership of our outstanding stock by our executive officers, directors and holders of more than 5% of our Class B

common stock, together with their affiliates.

Anti-takeover

provisions contained in our 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.

second amended and restated 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.

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.

provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our management.

law, Nevada Revised Statutes (“NRS”) Sections 78.411 through 78.444, regulate business combinations with interested stockholders.

Nevada law defines an interested stockholder as a beneficial owner (directly or indirectly) of 10% or more of the voting power of the

outstanding shares of the corporation.

Pursuant to Sections NRS 78.411 through 78.444, combinations with an interested stockholder remain

prohibited for three years after the person became an interested stockholder unless (i) the transaction is approved by the

board of directors or the holders of a majority of the outstanding shares not beneficially owned by the interested party, or (ii) the

interested stockholder satisfies certain fair value requirements.

NRS 78.434 permits a Nevada corporation to opt-out of the statute with

appropriate provisions in its articles of incorporation.

Sections 78.378 through 78.3793 regulates the acquisition of a controlling interest in an issuing corporation.

An issuing corporation

is defined as a Nevada corporation with 200 or more stockholders of record, of which at least 100 stockholders have addresses of record

in Nevada and does business in Nevada directly or through an affiliated corporation.

NRS Section 78.379 provides that an acquiring

person and those acting in association with an acquiring person obtain only such voting rights in the control shares as are conferred

by a resolution of the stockholders of the corporation, approved at a special or annual meeting of the stockholders.

Stockholders who

vote against the voting rights have dissenters’ rights in the event that the stockholders approve voting rights.

NRS Section 78.378

provides that a Nevada corporation’s articles of incorporation or bylaws may provide that these sections do not apply to the corporation.

Our second amended and restated articles of incorporation provide that these sections do not apply.

have never paid dividends on our capital stock, and we may not pay any dividends in the foreseeable future.

have never declared nor paid cash dividends on our capital stock.

We may pay dividends in the future if the Company realizes good profits

and the board of directors determines that dividends are advisable, taking into account the Company’s financial and development

However, it is also possible that we may retain any future earnings to finance the operation and expansion of our business, and

we may not declare or pay any dividends in the foreseeable future.

Consequently, stockholders may need to rely on sales of their common

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

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