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Item 2. Unregistered Sales of Equity Securities

2023-11-14 compared with 2023-08-14 · 18 added, 18 removed, 63 unchanged (36% of the section changed)

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES.

Use of Proceeds

19 unchanged sentences

The IPO Shares were offered and sold, and the

Representative’s Warrant was issued, pursuant to the Registration Statement (File No.

333-267258), initially filed with the SEC

on September 2, 2022, and declared effective by the SEC on February 2, 2023, and the Final IPO Prospectus filed with the SEC on February

Representative’s Warrant was issued, pursuant to the IPO Registration Statement (File No.

333-267258), initially filed with the

SEC on September 2, 2022, and declared effective by the SEC on February 2, 2023, and the Final IPO Prospectus filed with the SEC on February

6, 2023 pursuant to Rule 424(b)(4) of the Securities Act.

In addition, a total of 1,500,000 shares of Class B Common Stock were registered

for resale by the selling stockholders named in the Registration Statement and the related Final Resale Prospectus.

As stated in the Final

Resale Prospectus, any resales of these shares occurred at a fixed price of $5.00 per share until the Class B Common Stock was listed

for resale by the selling stockholders named in the IPO Registration Statement and the related Final Resale Prospectus.

As stated in the

Final Resale Prospectus, any resales of these shares occurred at a fixed price of $5.00 per share until the Class B Common Stock was listed

Thereafter, these sales will occur at fixed prices, at market prices prevailing at the time of sale, at prices related to prevailing

2 unchanged sentences

stockholders.

The Registration Statement also registered for

sale shares of Class B Common Stock with a maximum aggregate offering price of $1,125,000 for an additional 225,000 shares of Class B

Common Stock at the assumed public offering price of $5.00 per share upon full exercise of the underwriters’ over-allotment option;

The IPO Registration Statement also registered

for sale shares of Class B Common Stock with a maximum aggregate offering price of $1,125,000 for an additional 225,000 shares of Class

B Common Stock at the assumed public offering price of $5.00 per share upon full exercise of the underwriters’ over-allotment option;

and up to an additional 15,750 shares of Class B Common Stock underlying the Representative’s Warrant with a maximum aggregate offering

4 unchanged sentences

was filed with the SEC and became effective on April 14, 2023 .

The Post-Effective Amendment was required to be filed to update the Registration Statement’s

The Post-Effective Amendment was required to be filed to update the IPO Registration Statement’s

prospectus to include, among other things, the information contained in our Annual Report on Form 10-K for the fiscal year ended December

31, 2022, which was filed with the SEC on June 30, 2023.

The Post-Effective Amendment maintained the effectiveness of the Registration

The Post-Effective Amendment maintained the effectiveness of the IPO Registration

Statement with respect to the sale of shares of common stock issuable upon exercise of the Representative’s Warrant and

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reasonable estimate of the uses of the proceeds from the Company’s initial public offering from the date of the closing of the offering

on February 7, 2023 until June 30, 2023:

on February 7, 2023 until September 30, 2023:

None was used for construction of plant, building and facilities;

9 unchanged sentences

There has not been, and we do not expect, any

material change in the planned use of proceeds from the initial public offering as described in the Registration Statement, the Final

material change in the planned use of proceeds from the initial public offering as described in the IPO Registration Statement, the Final

IPO Prospectus, and the Post-Effective Amendment.

Unregistered Sales of Equity Securities

During the three months ended June 30, 2023, we

did not sell any equity securities that were not registered under the Securities Act and that were not previously disclosed under Item

3.02 in a Current Report on Form 8-K.

During the three months ended September 30, 2023,

we did not sell any equity securities that were not registered under the Securities Act and that were not previously disclosed in a Current

Report on Form 8-K.

Purchases of Equity Securities

No repurchases

of our common stock were made during the three months ended June 30, 2023.

of our common stock were made during the three months ended September 30, 2023.

DEFAULTS UPON SENIOR SECURITIES.

2 unchanged sentences

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

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities