What changed in this filing

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Item 1A. Risk Factors

2025-03-31 compared with 2024-04-02 · 1055 added, 1100 removed, 130 unchanged (94% of the section changed)

RISK FACTORS.

investment in our securities involves a high degree of risk.

You should carefully read and consider all of the risks described below,

together with all of the other information contained or referred to in this Annual Report, before making an investment decision with

respect to our securities.

If any of the following events occur, our financial condition, business and results of operations (including

cash flows) may be materially adversely affected.

In that event, the market price of our shares could decline, and you could lose all

or part of your investment.

Related to Our Business and Industry

have a limited operating history, which may make it difficult to evaluate our business and prospects.

Company is an early, startup stage entity with little operating history.

The revenue and income potential of the Company’s business

and market are unproven.

The Company’s limited operating history makes an evaluation of the Company and its prospects difficult

and highly speculative.

There can be no assurances that:

(a) The Company will be able to develop products or services on a timely and

cost effective basis;

(b) the Company will be able to generate any increase in revenues;

or resources to continue operating its business and to provide services to customers;

An investment in our securities involves a

high degree of risk.

You should carefully read and consider all of the risks described below, together with all of the other information

contained or referred to in this Annual Report, before making an investment decision with respect to our securities.

If any of the following

events occur, our financial condition, business and results of operations (including cash flows) may be materially adversely affected.

In that event, the market price of our shares could decline, and you could lose all or part of your investment.

Risks Related to Our Business and Industry

We have a limited operating history, which

may make it difficult to evaluate our business and prospects.

The Company is an early, startup stage entity

with little operating history.

The revenue and income potential of the Company’s business and market are unproven.

The Company’s

limited operating history makes an evaluation of the Company and its prospects difficult and highly speculative.

There can be no assurances

(a) The Company will be able to develop products or services on a timely and cost effective basis;

(b) the Company will be able

to generate any increase in revenues;

to provide services to customers;

(d) the Company will earn a profit;

(e) the Company

can raise sufficient capital to support operations by attaining profitability;

(e) the Company can raise sufficient capital to support operations

by attaining profitability;

or (f) the Company can satisfy future liabilities.

Company may experience negative cash flow.

had a net loss for the years ended December 31, 2023 and 2022.

The Company intends to increase expenditures to develop its business and,

as a result, may continue to incur losses.

The Company may experience negative cash

We had a net loss for the years ended December

31, 2024 and 2023.

The Company intends to increase expenditures to develop its business and, as a result, may continue to incur losses.

There can be no assurance that the Company will achieve significant revenues or profitability.

There can be no assurance that the Company will be able to raise additional capital on acceptable terms and conditions, if at all.

the event the Company does achieve rapid sales growth and raise additional capital to fund its current liabilities and burn rate, there

is a risk that the Company could fail.

There can be no assurances that the Company will be able to retain or attract qualified personnel

if it is not able to get to profitability in the foreseeable future.

Company may need to raise additional capital to support its operations.

Company may need to procure additional financing over time, the amount and timing of which will depend on a number of factors, including

the pace of expansion of the Company’s opportunities and customer base, the scope of service development to be undertaken by the

Company, the need to respond to customer needs for improvement of service offerings, the services offered and development efforts, the

cash flow generated by its operations, the extent of losses, if any with respect to matters identified as risk factors herein and the

extent of other unanticipated areas or amounts of expenditure.

The Company cannot fully predict the extent to which it will require additional

There can be no assurance regarding the availability or terms of additional financing the Company may be able to procure over

Any new investor may require that any future debt financing or issuance of preferred equity by the Company could be senior to the

rights of stockholders, and any future issuance of equity could result in the dilution of the value of our shares.

Company may incur significant losses, and there can be no assurance that the Company will ever become a profitable business.

had a net loss for the years ended December 31, 2023 and 2022.

There can be no assurance that the Company

will be able to raise additional capital on acceptable terms and conditions, if at all.

In the event the Company does achieve rapid sales

growth and raise additional capital to fund its current liabilities and burn rate, there is a risk that the Company could fail.

can be no assurances that the Company will be able to retain or attract qualified personnel if it is not able to get to profitability

in the foreseeable future.

The Company may need to raise additional

capital to support its operations.

The Company may need to procure additional financing

over time, the amount and timing of which will depend on a number of factors, including the pace of expansion of the Company’s opportunities

and customer base, the scope of service development to be undertaken by the Company, the need to respond to customer needs for improvement

of service offerings, the services offered and development efforts, the cash flow generated by its operations, the extent of losses, if

any with respect to matters identified as risk factors herein and the extent of other unanticipated areas or amounts of expenditure.

Company cannot fully predict the extent to which it will require additional financing.

There can be no assurance regarding the availability

or terms of additional financing the Company may be able to procure over time.

Any new investor may require that any future debt financing

or issuance of preferred equity by the Company could be senior to the rights of stockholders, and any future issuance of equity could

result in the dilution of the value of our shares.

The Company may incur significant losses,

and there can be no assurance that the Company will ever become a profitable business.

We had a net loss for the years ended December

31, 2024 and 2023.

It is anticipated that the Company may continue to sustain operating losses.

Its ability to become and/or remain profitable depends in material part on success in growing and expanding the Company’s products

and services.

There can be no assurance that this will occur.

Unanticipated problems and expenses often encountered in offering new and

unique products or services may impact whether the Company is successful.

Furthermore, the Company may encounter substantial delays and

unexpected expenses related to development, technological changes, marketing, insurance, legal or regulatory requirements and changes

to such requirements or other unforeseen difficulties.

There can be no assurance that the Company will remain profitable.

If the Company

sustains losses over a period of time, it may be unable to continue in business.

Company’s future revenue and operating results are unpredictable and may fluctuate significantly.

had a net loss for the years ended December 31, 2023 and 2022.

It is difficult to accurately forecast the Company’s revenues and

operating results, and they could continue to fluctuate in the future due to a number of factors.

Its ability to become and/or remain profitable

depends in material part on success in growing and expanding the Company’s products and services.

There can be no assurance that

this will occur.

Unanticipated problems and expenses often encountered in offering new and unique products or services may impact whether

the Company is successful.

Furthermore, the Company may encounter substantial unexpected expenses related to development, technological

changes, marketing, insurance, legal or regulatory requirements and changes to such requirements or other unforeseen difficulties.

can be no assurance that the Company will become or remain profitable.

If the Company sustains losses over a period of time, it may be

unable to continue in business.

The Company’s future revenue and operating

results are unpredictable and may fluctuate significantly.

We had a net loss for the years ended December

31, 2024 and 2023.

It is difficult to accurately forecast the Company’s revenues and operating results, and they could continue

to fluctuate in the future due to a number of factors.

These factors may include:

of the Company’s products and services;

Acceptance of the Company’s products and services;

the amount and timing of operating costs and capital expenditures;

competition from other

market venues or services that may reduce market share and create pricing pressure;

and adverse changes in general economic, industry

and regulatory conditions and requirements.

The Company’s operating results may fluctuate from year to year due to the factors

listed above, others described in “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of

Operations ”, or not listed.

At times, these fluctuations may be significant.

we are unable to maintain a good relationship with the social media platforms where we operate, our business will suffer.

expect to generate substantially all of our revenue through social media, marketing agreements, and performing services in connection

with social media platforms.

Any deterioration in our relationship with these social media platforms would harm our business.

be subject to Discord’s, TikTok’s, Instagram’s, YouTube’s, X’s, Apple’s and Google’s standard

terms and conditions, which govern the promotion, distribution and operation of the various aspects of the operations of the Company.

In particular, without being able to use TikTok and other dominant social media as platforms for our social influencers to disseminate

marketing and other content, we may not succeed.

In July 2021, our co-founder, Executive Vice-Chairman and Chief Marketing Officer, Kyle

Fairbanks, was temporarily banned from TikTok for posting a comment that TikTok had determined had violated its terms of service.

Fairbanks’s comment was about the Robinhood/GameStop meme stock phenomenon and Mr.

Fairbanks believed that he was merely “looking

out for the little guy” when he posted the comment in support of the retail investors, TikTok imposed a temporary ban on Mr.

competition from other market venues or services that may reduce market

share and create pricing pressure;

and adverse changes in general economic, industry and regulatory conditions and requirements.

The Company’s

operating results may fluctuate from year to year due to the factors listed above, others described in Part II Item 7.

“ Management’s

Discussion and Analysis of Financial Condition and Results of Operations ”, or not listed.

At times, these fluctuations may be

If we are unable to maintain our good standing

with the social media platforms where we operate, our business will suffer.

We expect to generate substantially all of our

revenue through social media, marketing agreements, and performing services in connection with social media platforms.

Any deterioration

in our relationship with these social media platforms would harm our business.

We will be subject to Discord’s, TikTok’s,

Instagram’s, YouTube’s, X’s, Apple’s and Google’s standard terms and conditions, which govern the promotion,

distribution and operation of the various aspects of the operations of the Company.

In particular, without being able to use TikTok and

other dominant social media as platforms for our social influencers to disseminate marketing and other content, we may not succeed.

July 2021, our co-founder, Executive Vice-Chairman and Chief Marketing Officer, Kyle Fairbanks, was temporarily banned from TikTok for

posting a comment that TikTok had determined had violated its terms of service.

Fairbanks’s comment was about the Robinhood/GameStop

meme stock phenomenon and Mr.

Fairbanks believed that he was merely “looking out for the little guy” when he posted the comment

in support of the retail investors, TikTok imposed a temporary ban on Mr.

Although TikTok subsequently lifted its ban on Mr.

Fairbanks and Mr.

Fairbanks has not experienced similar issues since the incident,

there is no assurance that TikTok or any other service will permit our key influencers like Mr.

Fairbanks from using their services in

business would also be harmed if:

TikTok, Instagram, YouTube, X, Apple, Google, or other social media companies whose services

we use to market our services, establish terms or conditions which have the effect of discontinuing

or limiting our access to their platforms;

companies modify their terms of service or other policies, including fees charged to, or

other restrictions on, and change how the personal information of its users is made available

on their respective platforms or shared by users;

companies develop their own competitive offerings.

Discord, TikTok, Instagram, YouTube, X, Apple or Google loses its market position or otherwise falls out of favor with users, we would

need to identify alternative channels for marketing, promoting and distributing our product and services which would consume substantial

resources and may not be effective.

In addition, these companies have broad discretion to change their terms of service and other policies

with respect to us, and those changes may be unfavorable to us.

Any such changes in the future could significantly alter how users experience

our product and services and interact with our application or in our community, which may harm our business.

relating to the blockchain, cryptocurrencies, and NFT industries may cause material adverse effects on our business operations.

are a number of unique risks to investments in digital assets such as cryptocurrencies and NFTs which use blockchain technologies in

retail and commercial marketplaces.

Currently, there is a relatively limited use for such digital assets.

Moreover, the regulations governing

such assets and underlying blockchain technologies are at present limited and have not prevented significant and sudden losses in the

value of such assets.

We believe that these and other risks have contributed to the price volatility of these assets.

If, due to the

unique risks of these types of assets, any of our paying subscribers or other members or followers believe that our education and entertainment

services relating to these industries have caused them to incur losses on their investments, we may lose or fail to expand our Discord

paying subscriber base and related revenues, and be unable to sustain or gain credibility with other current and potential social media

followers, which may have a material adverse effect on our business, results of operations, financial condition and cash flow, as well

as require additional resources to rebuild our brand and reputation.

demand for our services does not develop as expected, our projected revenues and profits will be affected.

future profits are influenced by many factors, including economics, technology advancements, and world events and changing customer preferences.

We believe that the markets for our services will continue to grow, that we will be successful in marketing our services in these markets.

If our expectations as to the size of these markets and our ability to sell our products and services in this market are not correct,

our revenue may not materialize and our business will be adversely affected.

Company will be subject to risk associated with the development of new products or services.

Company’s business objectives contemplate ongoing development of new processes, products, services and applications.

be no assurance that the Company will have sufficient funds available to fund any of these projects or that the projects will be completed

on time or within budget.

It is likely that certain, if not many, of the aspects of the business objectives will not proceed as contemplated.

Company may not be able to create and maintain a competitive advantage, given the rapid technological and other competitive changes affecting

all markets nationally and worldwide.

Fairbanks has not experienced similar issues since the incident, there is no assurance that TikTok or any other service

will permit our key influencers like Mr.

Fairbanks from using their services in the future.

Our business would also be harmed if:

● Discord, TikTok, Instagram, YouTube, X, Apple, Google, or other social media companies whose services

we use to market our services, establish terms or conditions which have the effect of discontinuing or limiting our access to their platforms;

● These companies modify their terms of service or other policies, including fees charged to, or other restrictions

on, and change how the personal information of its users is made available on their respective platforms or shared by users;

● These companies develop their own competitive offerings.

In addition, these companies have broad discretion

to change their terms of service and other policies with respect to us, and those changes may be unfavorable to us.

Any such changes in

the future could significantly alter how users experience our product and services and interact with our application or in our community,

which may harm our business.

The regulation of social media services,

and the ban of TikTok in the United States in particular, may threaten our ability to market and promote our services effectively.

As laws and regulations and public opinion rapidly

evolve to govern the use of social media platforms, our ability to use certain platforms, including TikTok in particular, as marketing

tools may become limited, restricted or more expensive or complicated, which could adversely impact our business and operating results.

On April 24, 2024, President Biden signed into law the PAFACA Act requiring TikTok’s parent company to sell TikTok by January 19,

2025 or face a total ban in the United States.

On January 20, 2025, President Trump instructed the Attorney General of the United States

not to take any action to enforce the PAFACA Act for a period of 75 days.

There can be no assurance that TikTok’s parent company

will sell TikTok to a non-Chinese owner or that the PAFACA Act will not be enforced.

Our business has relied on the ability of our

social influencers to use social media in general, and TikTok in particular, to reach its target consumers.

We have also expended resources

to acquire assets such as the TikTok Money Machine and use our status as a TikTok Shop Partner to expand our services and generate revenues.

The loss of access to these platforms by these consumers due to the PAFACA Act or other legal restrictions, could threaten our ability

to market and promote our services effectively and cause material adverse effects to our business prospects.

In addition, the failure

by us, our employees, our network of social media influencers, or third parties acting at our direction to abide by applicable laws and

regulations in the use of social media platforms or otherwise, including intellectual property laws and tax reporting and compliance requirements,

could subject us to regulatory investigations, class action lawsuits, liability, taxes, fines or other penalties and have a material adverse

effect on our business, financial condition and operating results.

Risks relating to the blockchain, cryptocurrencies,

and NFT industries may cause material adverse effects on our business operations.

There are a number of unique risks to investments

in digital assets such as cryptocurrencies and NFTs which use blockchain technologies in retail and commercial marketplaces.

there is a relatively limited use for such digital assets.

Moreover, the regulations governing such assets and underlying blockchain technologies

are at present limited and have not prevented significant and sudden losses in the value of such assets.

We believe that these and other

risks have contributed to the price volatility of these assets.

If, due to the unique risks of these types of assets, any of our paying

subscribers or other members or followers believe that our education and entertainment services relating to these industries have caused

them to incur losses on their investments, we may lose or fail to expand our Discord paying subscriber base and related revenues, and

be unable to sustain or gain credibility with other current and potential social media followers, which may have a material adverse effect

on our business, results of operations, financial condition and cash flow, as well as require additional resources to rebuild our brand

and reputation.

If demand for our services does not develop

as expected, our projected revenues and profits will be affected.

Our future profits are influenced by many factors,

including economics, technology advancements, and world events and changing customer preferences.

We believe that the markets for our

services will continue to grow, that we will be successful in marketing our services in these markets.

If our expectations as to the size

of these markets and our ability to sell our products and services in this market are not correct, our revenue may not materialize and

our business will be adversely affected.

The Company will be subject to risk associated

with the development of new products or services.

The Company’s business objectives contemplate

ongoing development of new processes, products, services and applications.

There can be no assurance that the Company will have sufficient

funds available to fund any of these projects or that the projects will be completed on time or within budget.

It is likely that certain,

if not many, of the aspects of the business objectives will not proceed as contemplated.

The Company may not be able to create and

maintain a competitive advantage, given the rapid technological and other competitive changes affecting all markets nationally and worldwide.

The Company’s success will depend on its ability to keep pace with any such changes.

potential markets for the Company’s products and services are characterized by rapidly changing technology, evolving industry standards,

frequent enhancements to existing services, the introduction of new services and products, and changing customer demands.

The Company’s

success could depend on the Company’s ability to respond to changing standards and technologies on a timely and cost-effective

In addition, any failure by the Company to anticipate or respond adequately to changes in technology and customer preferences

could have a material adverse effect on its financial condition, operating results and cash flow.

technology area is subject to rapid change, and there are risks associated with new products and services.

Software-driven

products and services are characterized by rapidly changing technology.

The Company’s products and services may require continual

improvement in order to satisfy the demand by the Company’s customers for new features and capabilities.

The Company’s future

success will depend upon its ability to introduce products and services and to add new features and enhancements that keep pace with

technological and market developments.

The development of new services and products and the enhancement of existing services and products

entail significant technical risks.

There can be no assurance that the Company will be successful in (i) developing, maintaining and

improving one or more products;

(ii) effectively using new technologies;

(iii) adapting its services and products to emerging industry

or (iv) developing, introducing and marketing service and product enhancements or new services and products.

there can be no assurance that the Company will not experience difficulties that could delay or prevent the successful development, introduction

or marketing of these services and products, or that its new service and product enhancements will adequately satisfy the requirements

of the marketplace and achieve market acceptance.

If the Company is unable, for technical or other reasons, to develop and introduce

new services and products or enhancements of existing services and products in a timely manner in response to changing market conditions

or customer requirements, or if new services and products do not achieve market acceptance, the Company’s business, results of

operations or financial condition could be materially and adversely affected.

our paying subscribers are not satisfied with our Discord subscription services, we may face additional cost, loss of profit opportunities,

damage to our reputation, or legal liability.

depend, to a large extent, on our relationships with our Discord servers’ paying subscribers, and our reputation for high-quality

education and entertainment material.

If a paying subscriber is not satisfied with our services, it could cause us to incur additional

costs and impair profitability, loss of the paying subscriber relationship, or legal liability.

For example, although we prominently

warn paying subscribers and all other members that our investment education and entertainment content should not be relied upon for making

investment decisions, a paying subscriber may claim that they suffered losses due to reliance on our investment education and entertainment

content, which poses risks of liability exposure and costs of defense and increased insurance premiums.

Many of our paying subscribers

and other members actively share information among themselves about the quality of service they receive from us.

Accordingly, the perception

of poor service by any paying subscriber or other member may negatively impact our relationships with multiple other paying subscribers

or other members.

services are based in a new and unproved market and are subject to the risks of failure inherent in the development of new products and

the Company’s business is based on new technologies, we are subject to risks of failure that are particular to new technologies,

including the possibility that:

new approach will not result in any products or services that gain market acceptance;

Company’s services could be restricted;

● proprietary

rights of third parties may preclude us from marketing our new product and services;

parties may market superior or more cost-effective products or services.

a result, our activities may not result in a commercially viable product or service, which would harm our sales, revenue and financial

business depends on a strong brand, and if we are not able to maintain and enhance our brand, our ability to expand our customer base

will be impaired and our business and operating results will be harmed.

believe that the development of our brand identity will be critical to the success of our business.

Maintaining and enhancing our brand

may require us to make substantial investments, and these investments may not be successful.

If we fail to establish and promote the

brand, or if it incurs excessive expenses in this effort, our business, operating results and financial condition will be materially

and adversely affected.

social media, education, and community-based platform sectors are subject to rapid technological change and, to compete, we must continually

evolve and upgrade the user experience to enhance our business.

must continue to enhance and improve the performance, functionality and reliability of business.

This area is characterized by rapid

technological change, changes in user requirements and preferences, frequent new product and services introductions embodying new technologies

and the emergence of new industry standards and practices that could render our products and services obsolete.

Our success will depend,

in part, on our ability to both internally further develop and market leading brands and businesses and to continually grow our community-based

platforms and increase visibility and reach across social media platforms.

The development of our proprietary technology involves significant

technical and business risks.

We may fail to use new technologies effectively or to adapt our proprietary technology and systems to customer

requirements or emerging industry standards.

If we are unable to adapt to changing market conditions, customer requirements or emerging

industry standards, we may not be able to either generate revenue or expand our business.

Company operates in a highly competitive industry and there can be no assurance that the Company will be able to compete successfully.

Company competes with many other social media and community-based platform companies.

Many of those companies are larger, more experienced

and better funded than the Company.

In addition, due to the unique services that the Company is providing, it is likely that, over time,

several key competitors will emerge, which likely will be better funded than the Company, and the marketplace may have difficulties in

differentiating between the quality and scope of the competitors’ offerings, or the competitors’ services may be superior

to those of the Company.

are dependent on the continued services and performance of our senior management and other key employees, the loss of any of whom could

adversely affect our business, operating results and financial condition.

future performance depends on the continued services and contributions of our senior management and other key employees, including our

co-founders and leading social media influencers:

The potential markets for the Company’s

products and services are characterized by rapidly changing technology, evolving industry standards, frequent enhancements to existing

services, the introduction of new services and products, and changing customer demands.

The Company’s success could depend on the

Company’s ability to respond to changing standards and technologies on a timely and cost-effective basis.

In addition, any failure

by the Company to anticipate or respond adequately to changes in technology and customer preferences could have a material adverse effect

on its financial condition, operating results and cash flow.

The technology area is subject to rapid

change, and there are risks associated with new products and services.

Software-driven products and services are characterized

by rapidly changing technology.

The Company’s products and services may require continual improvement in order to satisfy the demand

by the Company’s customers for new features and capabilities.

The Company’s future success will depend upon its ability to

introduce products and services and to add new features and enhancements that keep pace with technological and market developments.

development of new services and products and the enhancement of existing services and products entail significant technical risks.

can be no assurance that the Company will be successful in (i) developing, maintaining and improving one or more products;

(ii) effectively

using new technologies;

(iii) adapting its services and products to emerging industry standards;

or (iv) developing, introducing and marketing

service and product enhancements or new services and products.

Furthermore, there can be no assurance that the Company will not experience

difficulties that could delay or prevent the successful development, introduction or marketing of these services and products, or that

its new service and product enhancements will adequately satisfy the requirements of the marketplace and achieve market acceptance.

the Company is unable, for technical or other reasons, to develop and introduce new services and products or enhancements of existing

services and products in a timely manner in response to changing market conditions or customer requirements, or if new services and products

do not achieve market acceptance, the Company’s business, results of operations or financial condition could be materially and adversely

If our paying subscribers are not satisfied

with our Discord subscription services, we may face additional cost, loss of profit opportunities, damage to our reputation, or legal

We depend, to a large extent, on our relationships

with our Discord servers’ paying subscribers, and our reputation for high-quality education and entertainment material.

subscriber is not satisfied with our services, it could cause us to incur additional costs and impair profitability, loss of the paying

subscriber relationship, or legal liability.

For example, although we prominently warn paying subscribers and all other members that our

investment education and entertainment content should not be relied upon for making investment decisions, a paying subscriber may claim

that they suffered losses due to reliance on our investment education and entertainment content, which poses risks of liability exposure

and costs of defense and increased insurance premiums.

Many of our paying subscribers and other members actively share information among

themselves about the quality of service they receive from us.

Accordingly, the perception of poor service by any paying subscriber or

other member may negatively impact our relationships with multiple other paying subscribers or other members.

Our services are based in a new and unproved

market and are subject to the risks of failure inherent in the development of new products and services.

Because the Company’s business is based

on new technologies, we are subject to risks of failure that are particular to new technologies, including the possibility that:

● our new approach will not result in any products or services that gain market acceptance;

● the Company’s services could be restricted;

● proprietary rights of third parties may preclude us from marketing our new product and services;

● third parties may market superior or more cost-effective products or services.

As a result, our activities may not result in

a commercially viable product or service, which would harm our sales, revenue and financial condition.

Our business depends on a strong brand,

and if we are not able to maintain and enhance our brand, our ability to expand our customer base will be impaired and our business and

operating results will be harmed.

We believe that the development of our brand identity

will be critical to the success of our business.

Maintaining and enhancing our brand may require us to make substantial investments, and

these investments may not be successful.

If we fail to establish and promote the brand, or if it incurs excessive expenses in this effort,

our business, operating results and financial condition will be materially and adversely affected.

The social media, education, and community-based

platform sectors are subject to rapid technological change and, to compete, we must continually evolve and upgrade the user experience

to enhance our business.

We must continue to enhance and improve the performance,

functionality and reliability of our business.

This area is characterized by rapid technological change, changes in user requirements

and preferences, frequent new product and services introductions embodying new technologies and the emergence of new industry standards

and practices that could render our products and services obsolete.

Our success will depend, in part, on our ability to both internally

further develop and market leading brands and businesses and to continually grow our community-based platforms and increase visibility

and reach across social media platforms.

The development of our proprietary technology involves significant technical and business risks.

We may fail to use new technologies effectively or to adapt our proprietary technology and systems to customer requirements or emerging

industry standards.

If we are unable to adapt to changing market conditions, customer requirements or emerging industry standards, we

may not be able to either generate revenue or expand our business.

The Company operates in a highly competitive

industry and there can be no assurance that the Company will be able to compete successfully.

The Company competes with many other social media

and community-based platform companies.

Many of those companies are larger, more experienced and better funded than the Company.

due to the unique services that the Company is providing, it is likely that, over time, several key competitors will emerge, which likely

will be better funded than the Company, and the marketplace may have difficulties in differentiating between the quality and scope of

the competitors’ offerings, or the competitors’ services may be superior to those of the Company.

We are dependent on the continued services

and performance of our senior management and other key employees, the loss of any of whom could adversely affect our business, operating

results and financial condition.

Our future performance depends on the continued

services and contributions of our senior management and other key employees, including our co-founders and leading social media influencers:

Arshia Sarkhani, our Chief Executive Officer and President;

Kyle Fairbanks, our Executive

Vice-Chairman and Chief Marketing Officer;

Jackson Fairbanks, our Director of Socials;

Kyle Fairbanks, our Executive Vice-Chairman and Chief Marketing Officer;

Fairbanks, our Director of Socials;

and Arman Sarkhani, our Chief Operating Officer.

Without these key executives and employees, we may not have the ability to execute on our business plans and to identify and pursue new

opportunities and service innovations.

The loss of services of senior management or other key employees could significantly delay or

prevent the achievement of our development and strategic objectives.

The loss of the services of our senior management or other key employees

for any reason could adversely affect our business, financial condition and operating results.

We do not presently maintain any key man

life insurance policies.

our co-founders were to experience a loss to their social media followings, it could adversely affect our business, operating results

and financial condition.

future performance depends on the ability of our co-founders and leading social media influencers, Arshia Sarkhani, Kyle Fairbanks, Jackson

Fairbanks, and Arman Sarkhani, to retain and grow their social media followings and fanbase by creating quality content that meets the

changing preferences of the consumer market.

If they were to experience a significant loss of followers on any of their social media

accounts, such as Discord, TikTok, Instagram, or X, it could have a negative impact on our business.

Without these key executives and employees, we may

not have the ability to execute on our business plans and to identify and pursue new opportunities and service innovations.

services of senior management or other key employees could significantly delay or prevent the achievement of our development and strategic

The loss of the services of our senior management or other key employees for any reason could adversely affect our business,

financial condition and operating results.

We do not presently maintain any key man life insurance policies.

If our co-founders were to experience a

loss to their social media followings, it could adversely affect our business, operating results and financial condition.

Our future performance depends on the ability

of our co-founders and leading social media influencers, Arshia Sarkhani, Kyle Fairbanks, Jackson Fairbanks, and Arman Sarkhani, to retain

and grow their social media followings and fanbase by creating quality content that meets the changing preferences of the consumer market.

If they were to experience a significant loss of followers on any of their social media accounts, such as Discord, TikTok, Instagram,

or X, it could have a negative impact on our business.

on social media in general often fluctuate significantly due to external factors that are not predictable.

2 unchanged sentences

or otherwise, could adversely affect our operating results.

Our failure to avoid a negative perception among consumers or anticipate

and respond to changes in consumer preferences, including in the form of content creation or distribution, could result in reduced demand

for our services, or reduced social media followings, which could adversely affect our business, financial condition and operating results.

business depends on our ability to attract and retain talented qualified employees or key personnel.

success depends to a significant degree upon our ability to attract, retain and motivate skilled and qualified personnel.

and retaining the skilled personnel we require to maintain and grow our market position may be difficult.

The market for highly skilled

workers and leaders in our industry is extremely competitive.

If we do not succeed in attracting, hiring, integrating, retaining and

motivating excellent personnel, we may be unable to grow effectively.

Our inability to attract highly skilled personnel with sufficient

experience in our industries could harm our business.

may not be able to manage future growth effectively.

our business plans are successful, we may experience significant growth in a short period of time and potential scaling issues.

we grow rapidly, our financial, management and operating resources may not expand sufficiently to adequately manage our growth.

are unable to manage our growth, our costs may increase disproportionately, our future revenues may stop growing or decline and we may

face dissatisfied customers.

Our failure to manage our growth may adversely impact our business and the value of your investment.

may have difficulty scaling and adapting our existing infrastructure to accommodate a larger customer base, technology advances or customer

requirements.

the future, advances in technology, increases in traffic, and new customer requirements may require us to change our infrastructure,

expand our infrastructure or replace our infrastructure entirely.

Scaling and adapting our infrastructure are likely to be complex and

require additional technical expertise.

If we are required to make any changes to our infrastructure, we may incur substantial costs

and experience delays or interruptions in our service.

These delays or interruptions may cause customers to become dissatisfied with

our service and move to competing service providers.

Our failure to accommodate increased traffic, increased costs, inefficiencies or

failures to adapt to new technologies or customer requirements and the associated adjustments to our infrastructure could harm our business,

financial condition and results of operations.

the Company fails to develop or protect its intellectual property adequately, the Company’s business could suffer.

Company has attempted, and may attempt, to develop certain intellectual property of its own, but cannot assure that it will be able to

obtain exclusive rights in trade secrets, patents, trademark registrations and copyright registrations.

At this time, the Company is

unsure of what types of intellectual property might be developed.

The cost of developing, applying for and obtaining such enforceable

rights is expensive.

Even after such enforceable rights are obtained, there are significant costs for maintaining and enforcing them.

The Company may lack the resources to put in place exclusive protection and enforcement efforts.

Also, certain of the Company’s

service offerings draw from publicly available technology in the marketplace.

The Company’s failure to obtain or maintain adequate

protection of its intellectual property rights for any reason could have a material adverse effect on its business, financial condition

and results of operations.

the Company were to develop intellectual property, the Company may seek to enforce its intellectual property rights on others through

The Company’s claims, even if meritorious, may be found invalid or inapplicable to a party the Company believes infringes

or has misappropriated its intellectual property rights.

Our failure to avoid a negative perception among consumers or anticipate and

respond to changes in consumer preferences, including in the form of content creation or distribution, could result in reduced demand

for our services, or reduced social media followings, which could adversely affect our business, financial condition and operating

Our business depends on our ability to attract

and retain talented qualified employees or key personnel.

Our success depends to a significant degree upon

our ability to attract, retain and motivate skilled and qualified personnel.

Recruiting and retaining the skilled personnel we require

to maintain and grow our market position may be difficult.

The market for highly skilled workers and leaders in our industry is extremely

If we do not succeed in attracting, hiring, integrating, retaining and motivating excellent personnel, we may be unable to

grow effectively.

Our inability to attract highly skilled personnel with sufficient experience in our industries could harm our business.

We may not be able to manage future growth

If our business plans are successful, we may experience

significant growth in a short period of time and potential scaling issues.

Should we grow rapidly, our financial, management and operating

resources may not expand sufficiently to adequately manage our growth.

If we are unable to manage our growth, our costs may increase disproportionately,

our future revenues may stop growing or decline and we may face dissatisfied customers.

Our failure to manage our growth may adversely

impact our business and the value of your investment.

We may have difficulty scaling and adapting

our existing infrastructure to accommodate a larger customer base, technology advances or customer requirements.

In the future, advances in technology, increases

in traffic, and new customer requirements may require us to change our infrastructure, expand our infrastructure or replace our infrastructure

Scaling and adapting our infrastructure are likely to be complex and require additional technical expertise.

If we are required

to make any changes to our infrastructure, we may incur substantial costs and experience delays or interruptions in our service.

delays or interruptions may cause customers to become dissatisfied with our service and move to competing service providers.

to accommodate increased traffic, increased costs, inefficiencies or failures to adapt to new technologies or customer requirements and

the associated adjustments to our infrastructure could harm our business, financial condition and results of operations.

If the Company fails to develop or protect

its intellectual property adequately, the Company’s business could suffer.

The Company has attempted, and may attempt, to

develop certain intellectual property of its own, but cannot assure that it will be able to obtain exclusive rights in trade secrets,

patents, trademark registrations and copyright registrations.

At this time, the Company is unsure of what types of intellectual property

might be developed.

The cost of developing, applying for and obtaining such enforceable rights is expensive.

Even after such enforceable

rights are obtained, there are significant costs for maintaining and enforcing them.

The Company may lack the resources to put in place

exclusive protection and enforcement efforts.

Also, certain of the Company’s service offerings draw from publicly available technology

in the marketplace.

The Company’s failure to obtain or maintain adequate protection of its intellectual property rights for any

reason could have a material adverse effect on its business, financial condition and results of operations.

The Company may seek to enforce its intellectual

property rights on others through litigation.

The Company’s claims, even if meritorious, may be found invalid or inapplicable to

a party the Company believes infringes or has misappropriated its intellectual property rights.

In addition, litigation can:

expensive and time-consuming to prosecute or defend;

in a finding that the Company does not have certain intellectual property rights or that

such rights lack sufficient scope or strength;

management’s attention and resources;

the Company to license its intellectual property.

Company may rely on trademarks or service marks to establish a market identity for its products or services.

To maintain the value of

the Company’s trademarks or service marks, the Company might have to file lawsuits against third parties to prevent them from using

marks confusingly similar to or dilutive of the Company’s registered or unregistered trademarks or service marks.

The Company also

might not obtain registrations for its pending or future trademark or service marks applications, and might have to defend its registered

trademarks or service marks and pending applications from challenge by third parties.

Enforcing or defending the Company’s registered

and unregistered trademarks or service marks might result in significant litigation costs and damages, including the inability to continue

using certain marks.

laws of foreign countries in which the Company may contemplate doing business in the future may not recognize intellectual property rights

or protect them to the same extent as do the laws of the United States.

Adverse determinations in a judicial or administrative proceeding

could prevent the Company from offering or providing its products or services or prevent the Company from stopping others from offering

or providing competing services, and thereby have a material adverse effect on the Company’s business, financial condition, and

results of operations.

Company’s products, services or processes could be subject to claims of infringement of the intellectual property of others.

that the Company’s products, services, business methods, or processes infringe upon the proprietary rights of others may not be

asserted until after commencement of commercial sales of its offerings.

Significant litigation regarding intellectual property rights

exists in the Company’s industry.

Third parties may make claims of infringement against the Company in connection with the use

of its technology.

Any claims, even those without merit, could:

expensive and time-consuming to defend;

the Company to cease making, licensing, or using services that incorporate the challenged

intellectual property;

management’s attention and resources;

the Company to enter into royalty or licensing agreements in order to obtain the right to

use a necessary feature of any proposed mobile app.

Company cannot be certain of the outcome of any litigation.

Any royalty or licensing agreement, if required, may not be available to

the Company on acceptable terms or at all.

The Company’s failure to obtain the necessary licenses or other rights could prevent

the development or distribution of the Company’s products and services and, therefore, could have a material adverse effect on

the Company’s business.

may experience disruption to our servers or our software which could cause us to lose customers.

ability to successfully create and deliver our content or manage and deploy our products and services will depend in large part on the

capacity, reliability and security of our networking hardware, software and telecommunications infrastructure.

Failures of our network

infrastructure could result in unanticipated expenses to address such failures and could prevent our customers from effectively utilizing

our services, which could prevent us from retaining and attracting customers.

● be expensive and time-consuming to prosecute or defend;

● result in a finding that the Company does not have certain intellectual property rights or that such rights

lack sufficient scope or strength;

● divert management’s attention and resources;

● require the Company to license its intellectual property.

The Company may rely on trademarks or service

marks to establish a market identity for its products or services.

To maintain the value of the Company’s trademarks or service

marks, the Company might have to file lawsuits against third parties to prevent them from using marks confusingly similar to or dilutive

of the Company’s registered or unregistered trademarks or service marks.

The Company also might not obtain registrations for its

pending or future trademark or service marks applications, and might have to defend its registered trademarks or service marks and pending

applications from challenge by third parties.

Enforcing or defending the Company’s registered and unregistered trademarks or service

marks might result in significant litigation costs and damages, including the inability to continue using certain marks.

The laws of foreign countries in which the Company

may contemplate doing business in the future may not recognize intellectual property rights or protect them to the same extent as do the

laws of the United States.

Adverse determinations in a judicial or administrative proceeding could prevent the Company from offering or

providing its products or services or prevent the Company from stopping others from offering or providing competing services, and thereby

have a material adverse effect on the Company’s business, financial condition, and results of operations.

The Company’s products, services or

processes could be subject to claims of infringement of the intellectual property of others.

Claims that the Company’s products, services,

business methods, or processes infringe upon the proprietary rights of others may not be asserted until after commencement of commercial

sales of its offerings.

Significant litigation regarding intellectual property rights exists in the Company’s industry.

Third parties

may make claims of infringement against the Company in connection with the use of its technology.

Any claims, even those without merit,

● be expensive and time-consuming to defend;

● cause the Company to cease making, licensing, or using services that incorporate the challenged intellectual

● divert management’s attention and resources;

● require the Company to enter into royalty or licensing agreements in order to obtain the right to use

a necessary feature of any of the Company’s current or proposed products, services, business methods, or processes.

The Company cannot be certain of the outcome of

any litigation.

Any royalty or licensing agreement, if required, may not be available to the Company on acceptable terms or at all.

Company’s failure to obtain the necessary licenses or other rights could prevent the development or distribution of the Company’s

products and services and, therefore, could have a material adverse effect on the Company’s business.

We may experience disruption to our servers

or our software which could cause us to lose customers.

Our ability to successfully create and deliver

our content or manage and deploy our products and services will depend in large part on the capacity, reliability and security of our

networking hardware, software and telecommunications infrastructure.

Failures of our network infrastructure could result in unanticipated

expenses to address such failures and could prevent our customers from effectively utilizing our services, which could prevent us from

retaining and attracting customers.

We currently have a limited disaster recovery plan in place.

Our system will be susceptible to natural and man-made disasters, including global pandemics, war, terrorism, earthquakes, fires, floods,

power loss and vandalism.

Further, telecommunications failures, computer viruses, electronic break-ins or other similar disruptive problems

could adversely affect the operation of our systems.

Such a disruption could cause us to lose customers and possibly subject the Company

to litigation, any of which could have a material adverse effect on our business.

Our insurance policies may not adequately compensate

us for any losses that may occur due to any damages or interruptions in our systems.

Accordingly, we could incur capital expenditures

in the event of unanticipated damage.

In addition, our paying subscribers and other members and followers will depend on Internet service

providers, or ISPs, for access to our website, Discord servers, and, if we develop one, our mobile app.

In the past, ISPs, websites and

mobile apps have experienced significant system failures and could, in the future, experience outages, delays and other difficulties

due to system failures unrelated to our systems.

These problems could harm our business by preventing our customers from effectively

utilizing our services.

failure or breach of our security systems or infrastructure as a result of cyberattacks could disrupt our business, result in the disclosure

or misuse of confidential or proprietary information, damage our reputation, increase our costs and cause losses.

security risks for technology companies, such as the Company, have significantly increased in recent years in part because of the proliferation

of new technologies, the use of the Internet and telecommunications technologies to conduct financial transactions, and the increased

sophistication and activities of organized crime, hackers, terrorists and other external parties.

These threats may derive from fraud

or malice on the part of our employees or third parties, or may result from human error or accidental technological failure.

These threats

include cyberattacks, such as computer viruses, malicious code, phishing attacks or information security breaches.

operations will, in part, rely on the secure processing, transmission and storage of confidential proprietary and other information in

our computer systems and networks.

Our customers will rely on our digital technologies, computer, email and messaging systems, software

and networks to conduct their operations or to utilize our products or services.

In addition, to access our products and services, our

customers will use personal smartphones, tablet computers and other mobile devices that may be beyond our control.

a cyberattack or other information security breach occurs, it could lead to security breaches of the networks, systems or devices that

our customers use to access our products and services which could result in the unauthorized disclosure, release, gathering, monitoring,

misuse, loss or destruction of confidential, proprietary and other information (including account data information) or data security

Such events could also cause service interruptions, malfunctions or other failures in the physical infrastructure or operations

systems that will support our businesses and customers, as well as the operations of our customers or other third parties.

attacks could lead to damage to our reputation with our customers and other parties and the market, additional costs to the Company (such

as repairing systems, adding new personnel or protection technologies or compliance costs), regulatory penalties, financial losses to

both us and our customers and partners and the loss of customers and business opportunities.

If such attacks are not detected immediately,

their effect could be compounded.

we will attempt to mitigate these risks, there can be no assurance that we will be immune to these risks and not suffer losses in the

stockholders have substantial influence over our company, and their interests may not be aligned with the interests of other stockholders.

small number of stockholders have significant influence over our business, including decisions regarding mergers, consolidations and

the sale of all or substantially all of our assets, election of directors and other significant corporate actions.

This concentration

of ownership may also have the effect of discouraging, delaying or preventing a future change of control.

For further discussion, please

see “Item 1A.

Risk Factors—Risks Related to Ownership of Our Class B Common Stock—The structure of our common stock

has the effect of concentrating voting control with certain Asset Entities officers and directors;

this will limit or preclude your ability

to influence corporate matters.

It may also limit the price and liquidity of our common stock due to its ineligibility for inclusion

in certain stock market indices.

market conditions and recessionary pressures in one or more of the Company’s markets could impact the Company’s ability to

grow its business.

economy faces continued concerns about the systemic impacts of adverse economic conditions such as the U.S.

deficit, historically

high inflation, volatile energy costs, geopolitical issues, the continued availability and cost of credit in the face of expected interest

rate increases by the U.S.

Federal Reserve, ongoing supply chain disruptions, the ongoing impact of the COVID-19 pandemic, and unstable

financial and real estate markets.

Our system will be susceptible to natural

and man-made disasters, including global pandemics, war, terrorism, earthquakes, fires, floods, power loss and vandalism.

Further, telecommunications

failures, computer viruses, electronic break-ins or other similar disruptive problems could adversely affect the operation of our systems.

Such a disruption could cause us to lose customers and possibly subject the Company to litigation, any of which could have a material

adverse effect on our business.

Our insurance policies may not adequately compensate us for any losses that may occur due to any damages

or interruptions in our systems.

Accordingly, we could incur capital expenditures in the event of unanticipated damage.

In addition, our

paying subscribers and other members and followers will depend on Internet service providers, or ISPs, for access to our website, Discord

servers, and, if we develop one, our mobile app.

In the past, ISPs, websites and mobile apps have experienced significant system failures

and could, in the future, experience outages, delays and other difficulties due to system failures unrelated to our systems.

These problems

could harm our business by preventing our customers from effectively utilizing our services.

A failure or breach of our security systems

or infrastructure as a result of cyberattacks could disrupt our business, result in the disclosure or misuse of confidential or proprietary

information, damage our reputation, increase our costs and cause losses.

Information security risks for technology companies,

such as the Company, have significantly increased in recent years in part because of the proliferation of new technologies, the use of

the Internet and telecommunications technologies to conduct financial transactions, and the increased sophistication and activities of

organized crime, hackers, terrorists and other external parties.

These threats may derive from fraud or malice on the part of our employees

or third parties, or may result from human error or accidental technological failure.

These threats include cyberattacks, such as computer

viruses, malicious code, phishing attacks or information security breaches.

Our operations will, in part, rely on the secure

processing, transmission and storage of confidential proprietary and other information in our computer systems and networks.

Our customers

will rely on our digital technologies, computer, email and messaging systems, software and networks to conduct their operations or to

utilize our products or services.

In addition, to access our products and services, our customers will use personal smartphones, tablet

computers and other mobile devices that may be beyond our control.

If a cyberattack or other information security

breach occurs, it could lead to security breaches of the networks, systems or devices that our customers use to access our products and

services which could result in the unauthorized disclosure, release, gathering, monitoring, misuse, loss or destruction of confidential,

proprietary and other information (including account data information) or data security compromises.

Such events could also cause service

interruptions, malfunctions or other failures in the physical infrastructure or operations systems that will support our businesses and

customers, as well as the operations of our customers or other third parties.

Any actual attacks could lead to damage to our reputation

with our customers and other parties and the market, additional costs to the Company (such as repairing systems, adding new personnel

or protection technologies or compliance costs), regulatory penalties, financial losses to both us and our customers and collaborators

and the loss of customers and business opportunities.

If such attacks are not detected immediately, their effect could be compounded.

Although we will attempt to mitigate these risks,

there can be no assurance that we will be immune to these risks and not suffer losses in the future.

Certain stockholders have substantial influence

over our company, and their interests may not be aligned with the interests of other stockholders.

A small number of stockholders have significant

influence over our business, including decisions regarding mergers, consolidations and the sale of all or substantially all of our assets,

election of directors and other significant corporate actions.

This concentration of ownership may also have the effect of discouraging,

delaying or preventing a future change of control.

For further discussion, please see “ —Risks Related to Ownership of Our

Class B Common Stock – The structure of our common stock has the effect of concentrating voting control with certain Asset Entities

officers and directors;

this will limit or preclude your ability to influence corporate matters.

It may also limit the price and liquidity

of our common stock due to its ineligibility for inclusion in certain stock market indices.

Current market conditions and recessionary

pressures in one or more of the Company’s markets could impact the Company’s ability to grow its business.

economy faces continued concerns about

the systemic impacts of adverse economic conditions such as the U.S.

deficit, historically high interest rates and the continued availability

and cost of credit, the renewed threat of high inflation, volatile energy costs, geopolitical issues, ongoing supply chain disruptions,

the ongoing impact of the COVID-19 pandemic and threats from other potential pandemics, and unstable financial and real estate markets.

Foreign countries, including those in the Euro zone, are affected by similar systemic impacts.

in the United States and international markets and economic conditions may adversely affect the Company’s liquidity and financial

condition, and the liquidity and financial condition of the Company’s customers.

If these market conditions occur, they may limit

the Company’s ability, and the ability of the Company’s customers, to replace maturing liabilities and to access the capital

markets to meet liquidity needs, which could have a material adverse effect on the Company’s financial condition and results of

There is no assurance that the Company’s products and services will be accepted in the marketplace.

COVID-19 pandemic may cause a material adverse effect on our business.

COVID-19 pandemic continues to rapidly evolve.

At this time, there continues to be significant volatility and uncertainty relating to

the full extent to which the COVID-19 pandemic and the various responses to it will impact our business, operations and financial results.

The global deterioration in economic conditions, which may have an adverse impact on discretionary consumer spending or investing, could

also impact our business and demand for our services.

For instance, consumer spending and investing may be negatively impacted by general

macroeconomic conditions, including a rise in unemployment, and decreased consumer confidence resulting from the pandemic.

Changing consumer

and investor behaviors as a result of the pandemic may also have a material impact on our revenue.

spread of COVID-19 has also adversely impacted global economic activity and has contributed to significant volatility and negative pressure

in financial markets.

The pandemic has resulted, and may continue to result, in a significant disruption of global financial markets,

which may reduce our ability to access capital in the future, which could negatively affect our liquidity.

the fiscal year ended December 31, 2021, COVID-19-related social and economic restrictions, relative unavailability of vaccines and vaccine

hesitancy, particularly for members of Generation Z, were some of the factors that resulted in more use of online services like Discord

in general, and increased interest from members of Generation Z in services like ours in particular.

Conversely, during the fiscal year

ended December 31, 2022, the relaxation of COVID-19-related restrictions on social and work life and the wide availability of COVID-19

vaccines for most individuals reduced interest in online use of Discord and services like ours.

As a result, we experienced a decrease

in subscriptions and related revenues .

extent to which the COVID-19 pandemic may impact our results will depend on future developments, which are highly uncertain and cannot

be predicted as of the date of this Annual Report, including the effectiveness of vaccines and other treatments for COVID-19, and other

new information that may emerge concerning the severity of the pandemic and steps taken to contain the pandemic or treat its impact,

among others.

Nevertheless, the pandemic and the current financial, economic and capital markets environment, and future developments

in the global supply chain and other areas present material uncertainty and risk with respect to our performance, financial condition,

results of operations and cash flows.

the extent the COVID-19 pandemic adversely affects our business and financial results, it may also have the effect of heightening many

of the other risks described in this section.

developments affecting the financial services industry, such as actual events or concerns involving liquidity, defaults, or non-performance

by financial institutions or transactional counterparties, could adversely affect our current and projected business operations and our

financial condition and results of operations.

events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional

counterparties or other companies in the financial services industry or the financial services industry generally, or concerns or rumors

about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems.

For example, on March 10, 2023, Silicon Valley Bank (“SVB”), was closed by the California Department of Financial Protection

and Innovation, which appointed the Federal Deposit Insurance Corporation (the “FDIC”), as receiver.

Similarly, on March

12, 2023, Signature Bank Corp.

(“Signature”), and Silvergate Capital Corp.

were each swept into receivership.

statement by the Department of the Treasury, the Federal Reserve and the FDIC indicated that all depositors of SVB would have

access to all of their money after only one business day of closure, including funds held in uninsured deposit accounts, borrowers under

credit agreements, letters of credit and certain other financial instruments with SVB, Signature or any other financial institution that

is placed into receivership by the FDIC may be unable to access undrawn amounts thereunder.

Although we are not a borrower

under or party to any material letter of credit or any other such instruments with SVB, Signature or any other financial institution

currently in receivership, if we enter into any such instruments and any of our lenders or counterparties to such instruments were to

be placed into receivership, we may be unable to access such funds.

In addition, if any of our customers, suppliers or other parties

with whom we conduct business are unable to access funds pursuant to such instruments or lending arrangements with such a financial institution,

such parties’ ability to pay their obligations to us or to enter into new commercial arrangements requiring additional payments

to us could be adversely affected.

In this regard, counterparties to credit agreements and arrangements with these financial institutions,

and third parties such as beneficiaries of letters of credit (among others), may experience direct impacts from the closure of these

financial institutions and uncertainty remains over liquidity concerns in the broader financial services industry.

Similar impacts have

occurred in the past, such as during the 2008-2010 financial crisis.

and rapid increases in interest rates have led to a decline in the trading value of previously-issued government securities with interest

rates below current market interest rates.

Although the U.S.

Department of Treasury, FDIC and Federal Reserve Board have announced

a program to provide up to $25 billion of loans to financial institutions secured by certain of such government securities held by financial

institutions to mitigate the risk of potential losses on the sale of such instruments, widespread demands for customer withdrawals or

other liquidity needs of financial institutions for immediately liquidity may exceed the capacity of such program.

access to funding sources and other credit arrangements in amounts adequate to finance or capitalize our current and projected future

business operations could be significantly impaired by factors that affect us, any financial institutions with which we enter into credit

agreements or arrangements directly, or the financial services industry or economy in general.

These factors could include, among others,

events such as liquidity constraints or failures, the ability to perform obligations under various types of financial, credit or liquidity

agreements or arrangements, disruptions or instability in the financial services industry or financial markets, or concerns or negative

expectations about the prospects for companies in the financial services industry.

These factors could involve financial institutions

or financial services industry companies with which we have financial or business relationships, but could also include factors involving

financial markets or the financial services industry generally.

results of events or concerns that involve one or more of these factors could include a variety of material and adverse impacts on our

current and projected business operations and our financial condition and results of operations.

These risks include, but may not be

limited to, the following:

access to deposits or other financial assets or the uninsured loss of deposits or other financial

to enter into credit facilities or other working capital resources;

or actual breach of contractual obligations that require us to maintain letters of credit

or other credit support arrangements;

● termination

of cash management arrangements and/or delays in accessing or actual loss of funds subject

to cash management arrangements.

addition, investor concerns regarding the U.S.

or international financial systems could result in less favorable commercial financing

terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit

and liquidity sources, thereby making it more difficult for us to acquire financing on acceptable terms or at all.

Any decline in available

funding or access to our cash and liquidity resources could, among other risks, adversely impact our ability to meet our operating expenses

or other obligations, financial or otherwise, result in breaches of our financial and/or contractual obligations, or result in violations

of federal or state wage and hour laws.

Any of these impacts, or any other impacts resulting from the factors described above or other

related or similar factors, could have material adverse impacts on our liquidity and our current and/or projected business operations

and financial condition and results of operations.

addition, any further deterioration in the economy or financial services industry could lead to losses or defaults by our customers,

service providers, vendors, or suppliers, which in turn, could have a material adverse effect on our current and/or projected business

operations and results of operations and financial condition.

For example, a customer may fail to make payments when due, default under

their agreements with us, become insolvent or declare bankruptcy, or a service provider, vendor, or supplier may determine that it will

no longer deal with us as a customer.

In addition, a service provider, vendor or supplier could be adversely affected by any of the liquidity

or other risks that are described above as factors that could result in material adverse impacts on us, including but not limited to

delayed access or loss of access to uninsured deposits or loss of the ability to draw on existing credit facilities involving a troubled

or failed financial institution.

The bankruptcy or insolvency of any customers, service providers, vendors, or suppliers, or the failure

of any customer to make payments when due, or any breach or default by a customer, service provider, vendor, or supplier, or the loss

of any significant supplier relationships, could cause us to suffer material losses and may have a material adverse impact on our business.

ability to use our net operating loss carryforwards and certain other tax attributes may be limited.

have and may incur again substantial net operating losses (“NOLs”) during our history.

Unused NOLs may carry forward to offset

future taxable income if we achieve profitability in the future, unless such NOLs expire under applicable tax laws.

However, under the

rules of Sections 382 and 383 of the U.S.

Internal Revenue Code of 1986, as amended (the “Code”), if a corporation undergoes

an “ownership change,” generally defined as a greater than 50% change (by value) in its equity ownership over a three-year

period, the corporation’s ability to use its NOLs and other pre-change tax attributes to offset its post-change taxable income

or taxes may be limited.

The applicable rules generally operate by focusing on changes in ownership among stockholders considered by

the rules as owning, directly or indirectly, 5% or more of the stock of a company, as well as changes in ownership arising from new issuances

of stock by the company.

As a result of these rules, in the event that we experience one or more ownership changes as a result of any

public or private offerings or future transactions in our stock, then we may be limited in our ability to use our federal NOL carryforwards

to offset our future taxable income, if any.

In addition, the Tax Cuts and Jobs Act of 2017 imposes certain limitations on the deduction

of NOLs generated in tax years that began on or after January 1, 2018, including a limitation on use of NOLs to offset only 80% of taxable

income and the disallowance of NOL carrybacks.

of December 31, 2023, the Company had a NOL of $4,931,197.

Under current tax law, federal NOLs generated after December 31, 2017 are

allowed to be carried forward on an indefinite basis.

However, as discussed above, the Company’s NOL carryforwards may be subject

to federal annual limitations, such as in the event of an “ownership change” as described above, or to applicable state tax

law annual limitations, either of which could reduce or defer the utilization of the losses.

Related to Government Regulation and Being a Public Company

may incur liability as a result of information retrieved from or transmitted over the Internet or published using our services or services

of social media platforms, or as a result of claims related to our services or services of social media platforms, and legislation regulating

content on social media platforms may require us to change our services or business practices and may adversely affect our business and

financial results.

the owner of several Discord servers and reliance on social media for our own and our clients’ promotional campaigns, we may face

claims or enforcement actions relating to information or content that is published or made available on social media platforms where

our content or our users’ content is posted, or relating to our policies or the policies of Discord and other social media platforms

on which our content or our users’ content is posted, notwithstanding our or the respective platforms’ best efforts to enforce

such policies.

In particular, the nature of our social media-based business exposes us to claims related to defamation, dissemination

of misinformation or news hoaxes, discrimination, harassment, intellectual property rights, rights of publicity and privacy, personal

injury torts, laws regulating hate speech or other types of content, online safety, consumer protection, and breach of contract, among

This risk is enhanced in certain jurisdictions outside the United States where our protection from liability for third-party

actions may be unclear or where we may be less protected under local laws than we are in the United States.

For example, in April 2019,

the European Union passed a directive (the European Copyright Directive) expanding online platform liability for copyright infringement

and regulating certain uses of news content online, which member states are currently implementing into their national laws.

the European Union revised the European Audiovisual Media Service Directive to apply to online video-sharing platforms, which member

states have begun to implement.

In the United States, the U.S.

Supreme Court recently agreed to review a matter in which the scope of

the protections under Section 230 of the Communications Decency Act (Section 230) is at issue.

In addition, there have been, and continue

to be, various legislative and executive efforts to remove or restrict the scope of the protections available to online platforms under

Section 230 of the Communications Decency Act, as well as to impose new obligations on online platforms with respect to commerce

listings, user content, counterfeit goods and copyright-infringing material, and our services’ and social media platforms’

current protections from liability for third-party content in the United States could decrease or change.

Turbulence in the United States and international

markets and economic conditions may adversely affect the Company’s liquidity and financial condition, and the liquidity and financial

condition of the Company’s customers.

If these market conditions occur, they may limit the Company’s ability, and the ability

of the Company’s customers, to replace maturing liabilities and to access the capital markets to meet liquidity needs, which could

have a material adverse effect on the Company’s financial condition and results of operations.

There is no assurance that the Company’s

products and services will be accepted in the marketplace.

Our ability to use our net operating loss

carryforwards and certain other tax attributes may be limited.

We have incurred net

losses since our inception in 2020, and we may never achieve or sustain profitability.

Federal net operating loss, or NOL, carryforwards

we generated since our incorporation in March 2022 may be carried forward indefinitely but may only be used to offset 80% of our taxable

income annually.

Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, if a corporation undergoes an “ownership

change,” generally defined as a greater than 50 percentage point change (by value) in its equity ownership by certain stockholders

over a three-year period, the corporation’s ability to use its pre-change NOL carryforwards and other pre-change tax attributes

(such as research tax credits) to offset its post-change income or taxes may be limited.

We have not completed a study to assess whether

an ownership change for purposes of Section 382 or 383 has occurred, or whether there have been multiple ownership changes since our inception.

For purposes of Section 382 or 383, we may have experienced ownership changes in the past and may experience ownership changes in the

future as a result of shifts in our stock ownership (some of which shifts are outside our control).

As a result, if we earn net taxable

income, our ability to use our pre-change NOL carryforwards or other pre-change tax attributes to offset such taxable income or the tax

thereon will be subject to limitations.

Similar provisions of state tax law may also apply to limit our use of accumulated state tax attributes.

Therefore, if we attain profitability, we may be unable to use a material portion of our NOL carryforwards and other tax attributes, which

could adversely affect our future cash flows.

Risks Related to Government Regulation and Being a Public Company

We may incur liability

as a result of information retrieved from or transmitted over the Internet or published using our services or services of social media

platforms, or as a result of claims related to our services or services of social media platforms, and legislation regulating content

on social media platforms may require us to change our services or business practices and may adversely affect our business and financial

As the owner of several Discord servers and reliance

on social media for our own and our clients’ promotional campaigns, we may face claims or enforcement actions relating to information

or content that is published or made available on social media platforms where our content or our users’ content is posted, or relating

to our policies or the policies of Discord and other social media platforms on which our content or our users’ content is posted,

notwithstanding our or the respective platforms’ best efforts to enforce such policies.

In particular, the nature of our social

media-based business exposes us to claims related to defamation, dissemination of misinformation or news hoaxes, discrimination, harassment,

intellectual property rights, rights of publicity and privacy, personal injury torts, laws regulating hate speech or other types of content,

online safety, consumer protection, and breach of contract, among others.

This risk is enhanced in certain jurisdictions outside the United

States where our protection from liability for third-party actions may be unclear or where we may be less protected under local laws than

we are in the United States.

For example, in April 2019, the European Union passed a directive (the European Copyright Directive) expanding

online platform liability for copyright infringement and regulating certain uses of news content online, which the EU member states have

since implemented into their national laws.

In addition, the European Union revised the European Audiovisual Media Service Directive to

apply to online video-sharing platforms, which member states are implementing.

Additionally, Brazil has an intermediary liability framework

limiting liability for third-party content, which has been challenged as unconstitutional and is under review by the Brazilian Supreme

In the United States, in 2023, the U.S.

Supreme Court heard oral argument in a matter in which the scope of the protections available

to online platforms under Section 230 of the Communications Decency Act (“Section 230”) was at issue, but it ultimately declined

to address Section 230 in its decision.

There also have been, and continue to be, various other litigation concerning, and state and federal

legislative and executive efforts to remove or restrict, the scope of the protections under Section 230, as well as to impose new obligations

on online platforms with respect to commerce listings, user access and content, counterfeit goods and copyright-infringing material, and

our current protections from liability for third-party content in the United States could decrease or change.

We could incur significant

costs investigating and defending such claims and, if we are found liable, significant damages.

We could also face fines, orders restricting

or blocking our services in particular geographies, or other government-imposed remedies as a result of our content or the content hosted

We could also face fines, orders restricting or

blocking our services in particular geographies, or other government-imposed remedies as a result of our content or the content hosted

on our services.

For example, numerous countries in Europe, the Middle East, Asia-Pacific, and Latin America are considering or have

implemented certain content removal, law enforcement cooperation, and disclosure obligation legislation imposing potentially significant

penalties, including fines, service throttling, or advertising bans, for failure to remove certain types of content or follow certain

Content-related legislation also may require us in the future to change our services or business practices, increase our costs,

or otherwise impact our operations or our ability to provide services in certain geographies.

For example, the European Copyright Directive

requires certain online services to obtain authorizations for copyrighted content or to implement measures to prevent the availability

of that content, which may require us to make substantial investments in compliance processes.

Member states’ laws implementing

the European Copyright Directive may also require online platforms or businesses that rely on them, like ours, to pay for content.

addition, our products and services will be subject to new restrictions and requirements, and our compliance costs may significantly

increase, as a result of the Digital Services Act in the European Union, which may apply to our business as early as June 2023,

and potentially other content-related legislative developments such as proposed online safety bills in Ireland and the United Kingdom.

In the United States, changes to the protections available under Section 230 or the First Amendment to the U.S.

or new state or federal content-related legislation may increase our costs or require significant changes to our services, business practices,

or operations, which could adversely affect user growth and engagement.

Any of the foregoing events could adversely affect our business

and financial results.

are not currently registered as an investment adviser and if we should have registered as an investment adviser, our failure to do so

could subject us to civil and/or criminal penalties.

services provided by the Company may cause the Company to meet the definition of “investment adviser” in the Investment Advisers

Act of 1940, or Investment Advisers Act, and similar state laws.

Under the Investment Advisers Act, an “investment adviser”

is defined as a “person who, for compensation, engages in the business of advising others, either directly or through publications

or writings, as to the value of securities or as to the advisability of investing in, purchasing, or selling securities, or who, for

compensation and as part of a regular business, issues or promulgates analyses or reports concerning securities.” In particular,

certain of the content on the Company’s Discord servers, such as trading diaries posted by the Company’s personnel, and other

content available on the Company’s social media channels, may constitute investment advice.

In addition, in general, disclaimers,

such as those included with the Company’s posts on Discord and other social media, do not change the character of the advice provided

for Investment Advisers Act purposes.

Company relies on the “publisher’s exclusion” from the definition of “investment adviser” under Section

202(a)(11)(D) of the Investment Advisers Act, as interpreted by legal precedent.

The publisher’s exclusion requires that product

or service offerings must be:

(1) of a general and impersonal nature, in that the research provided is not adapted to any specific portfolio

or any client’s particular needs;

(2) “bona fide” or genuine, in that it contains disinterested discussion and analysis

as opposed to promotional material;

and (3) of general and regular circulation, in that it is not timed to specific market activity or

to events affecting, or having the ability to affect, the securities industry.

The basis for reliance on such exclusion will depend on

a facts-and-circumstances analysis.

We intend at all times to operate our business in a manner as to not become inadvertently subject

to the regulatory requirements under the Investment Advisers Act.

we meet the definition of “investment adviser” in the Investment Advisers Act, and do not meet the requirements for reliance

on the “publisher’s exclusion” from the definition of “investment adviser” or another exclusion, exemption,

or exception from the registration requirements under the Investment Advisers Act, we will have to register as an investment adviser

with the SEC pursuant to the Investment Advisers Act and potentially with one or more states under similar state laws.

Registration requirements

for investment advisers are significant.

If we are deemed to be an investment adviser and are required to register with the SEC and potentially

one or more states as an investment adviser, we will become subject to the requirements of the Investment Advisers Act and the corresponding

The Investment Advisers Act requires:

For example, numerous countries in Europe, the Middle East, Asia-Pacific, and Latin America are considering or have implemented

certain content removal, law enforcement cooperation, and disclosure obligation legislation imposing potentially significant penalties,

including fines, service throttling, or advertising bans, for failure to remove certain types of content or follow certain processes.

Content-related legislation also may require us in the future to change our services or business practices, increase our costs, or otherwise

impact our operations or our ability to provide services in certain geographies.

For example, the European Copyright Directive requires

certain online services to obtain authorizations for copyrighted content or to implement measures to prevent the availability of that

content, which may require us to make substantial investments in compliance processes.

Member states’ laws implementing the European

In addition, our

products and services are subject to new restrictions and requirements, and our compliance costs may significantly increase, as a result

of the Digital Services Act in the European Union, and other content-related legislative developments such as the Online Safety and Media Regulation

Act in Ireland and the Online Safety Act in the United Kingdom.

Certain countries have also implemented or proposed legislation that

may require us to pay publishers for certain news content shared on our products.

In the United States, changes to the protections

available under Section 230 or the First Amendment to the U.S.

Constitution or new state or federal content-related legislation may

increase our costs or require significant changes to our services, business practices, or operations, which could adversely affect user

growth and engagement.

Any of the foregoing events could adversely affect our business and financial results.

We are not currently

registered as an investment adviser and if we should have registered as an investment adviser, our failure to do so could subject us to

civil and/or criminal penalties.

Certain services provided

by the Company may cause the Company to meet the definition of “investment adviser” in the Investment Advisers Act of 1940,

or Investment Advisers Act, and similar state laws.

Under the Investment Advisers Act, an “investment adviser” is defined

as a “person who, for compensation, engages in the business of advising others, either directly or through publications or writings,

as to the value of securities or as to the advisability of investing in, purchasing, or selling securities, or who, for compensation and

as part of a regular business, issues or promulgates analyses or reports concerning securities.” In particular, certain of the content

on the Company’s Discord servers, such as trading diaries posted by the Company’s personnel, and other content available on

the Company’s social media channels, may constitute investment advice.

In addition, in general, disclaimers, such as those included

with the Company’s posts on Discord and other social media, do not change the character of the advice provided for Investment Advisers

Act purposes.

The Company relies on

the “publisher’s exclusion” from the definition of “investment adviser” under Section 202(a)(11)(D) of the

Investment Advisers Act, as interpreted by legal precedent.

The publisher’s exclusion requires that product or service offerings

(1) of a general and impersonal nature, in that the research provided is not adapted to any specific portfolio or any client’s

particular needs;

(2) “bona fide” or genuine, in that it contains disinterested discussion and analysis as opposed to promotional

and (3) of general and regular circulation, in that it is not timed to specific market activity or to events affecting, or having

the ability to affect, the securities industry.

The basis for reliance on such exclusion will depend on a facts-and-circumstances analysis.

We intend at all times to operate our business in a manner as to not become inadvertently subject to the regulatory requirements under

the Investment Advisers Act.

If we meet the definition

of “investment adviser” in the Investment Advisers Act, and do not meet the requirements for reliance on the “publisher’s

exclusion” from the definition of “investment adviser” or another exclusion, exemption, or exception from the registration

requirements under the Investment Advisers Act, we will have to register as an investment adviser with the SEC pursuant to the Investment

Advisers Act and potentially with one or more states under similar state laws.

Registration requirements for investment advisers are significant.

If we are deemed to be an investment adviser and are required to register with the SEC and potentially one or more states as an investment

adviser, we will become subject to the requirements of the Investment Advisers Act and the corresponding state laws.

The Investment Advisers

(i) fiduciary duties to clients;

(ii) substantive prohibitions and requirements;

contractual requirements;

(iv) record-keeping requirements;

and (v) administrative oversight by the SEC, primarily by inspection.

and obligations imposed on investment advisers can be burdensome and costly.

If it is deemed that we are out of compliance with such

rules and regulations, we may also be subject to civil and/or criminal penalties.

Applicable state laws may have similar or additional

(iii) contractual requirements;

(iv) record-keeping

requirements;

If we are required to register under these laws, we may no longer be able to continue to offer our investment education

and entertainment services, which may have a significant adverse impact on our business and results of operations.

will face growing regulatory and compliance requirements which can be costly and time-consuming.

and evolving regulations and compliance standards for cyber security, data protection, privacy, and internal IT controls are often created

in response to the tide of cyberattacks and will increasingly impact organizations like our company.

Existing regulatory standards require

that organizations implement internal controls for user access to applications and data.

In addition, data breaches are driving a new

wave of regulation, such as the GDPR, with stricter enforcement and higher penalties.

Regulatory and policy-driven obligations require

expensive and time-consuming compliance measures.

The fear of non-compliance, failed audits, and material findings has pushed organizations

to spend more to ensure they are in compliance, often resulting in costly, one-off implementations to mitigate potential fines or reputational

The high costs associated with failing to meet regulatory requirements, combined with the risk of fallout from security breaches,

has elevated this topic from the IT organization to the executive and board level.

We may need to spend additional time and money ensuring

we will meet future regulatory requirements.

to comply with data privacy and security laws and regulations could adversely affect our operating results and business.

the ordinary course of our business, we might collect and store in our internal and external data centers, cloud services and networks

sensitive data, including our proprietary business information and that of our customers, suppliers and business collaborators, as well

as personal information of our customers and employees.

The secure processing, maintenance and transmission of this information is critical

to our operations and business strategy.

The number and sophistication of attempted attacks and intrusions that companies have experienced

from third parties has increased over the past few years.

and (v) administrative oversight by the SEC, primarily by inspection.

These requirements and obligations can be burdensome

If it is deemed that we are out of compliance with such rules and regulations, we may also be subject to civil and/or criminal

Applicable state laws may have similar or additional requirements.

If we are required to register under these laws, we

may no longer be able to continue to offer our investment education and entertainment services, which may have a significant adverse impact

on our business and results of operations.

We will face growing

regulatory and compliance requirements which can be costly and time-consuming.

New and evolving regulations

and compliance standards for cybersecurity, data protection, privacy, and internal IT controls are often created in response to the tide

of cyberattacks and will increasingly impact organizations like our company.

Existing regulatory standards require that organizations

implement internal controls for user access to applications and data.

In addition, data breaches are driving a new wave of regulation,

such as the GDPR, with stricter enforcement and higher penalties.

Regulatory and policy-driven obligations require expensive and time-consuming

compliance measures.

The fear of non-compliance, failed audits, and material findings has pushed organizations to spend more to ensure

they are in compliance, often resulting in costly, one-off implementations to mitigate potential fines or reputational damage.

costs associated with failing to meet regulatory requirements, combined with the risk of fallout from security breaches, may force us

to spend additional time and money ensuring we will meet future regulatory requirements.

Failure to comply with data privacy and

security laws and regulations could adversely affect our operating results and business.

In the ordinary course of our business, we might

collect and store in our internal and external data centers, cloud services and networks sensitive data, including our proprietary business

information and that of our customers, suppliers and business collaborators, as well as personal information of our customers and employees.

The secure processing, maintenance and transmission of this information is critical to our operations and business strategy.

and sophistication of attempted attacks and intrusions that companies have experienced from third parties has increased over the past

Despite our security measures, it is impossible for us to eliminate this risk.

federal data privacy laws include the CAN-SPAM Act, which, among

other things, restricts data collection and use in connection with CAN-SPAM Act’s opt-out process requirements for senders of commercial

and COPPA, which regulates the collection of information by operators of websites and other electronic solutions that are directed

to children under 13 years of age, although our website and app user terms of service and privacy policy expressly prohibit children under

13 from submitting information to or on our website or app.

These laws and regulations promulgated under these laws restrict our collection,

processing, storage, use and disclosure of personal information, may require us to notify individuals of our privacy practices and provide

individuals with certain rights to prevent the use and disclosure of protected information, and mandate certain procedures with respect

to safeguarding and proper description of stored information.

certain laws and regulations of U.S states and the EU impose similar or greater data protection requirements and may also subject us

to scrutiny or attention from regulatory authorities.

For example, the EU and California have passed comprehensive data privacy laws,

the EU GDPR and the CCPA and regulations promulgated under the CCPA, respectively, which impose data protection obligations on enterprises,

including limitations on data uses and constraints on certain uses of sensitive data.

Of particular importance, the CCPA, which became

effective on January 1, 2020, limits how we may collect and use personal information, including by requiring companies that process information

relating to California residents to make disclosures to consumers about their data collection, use and sharing practices, provide consumers

with rights to know and delete personal information and allow consumers to opt out of certain data sharing with third parties.

also creates an expanded definition of personal information, imposes special rules on the collection of consumer data from minors,

and provides for civil penalties for violations, as well as a private right of action for data breaches that is expected to increase

the likelihood and cost of data breach litigation.

The potential effects of this legislation are far-reaching and may require us to modify

our data processing practices and policies and incur substantial costs and expenses in compliance and potential ligation efforts.

Effective January 1, 2023, we also became subject to the CPRA in California, which expands upon the consumer data use restrictions, penalties

and enforcement provisions under the CCPA, and the VCDPA in Virginia, another comprehensive data privacy law, and regulations promulgated

under the CPRA and the VCDPA.

addition, effective July 1, 2023, we may also be subject to the Colorado Privacy Act in Colorado and the CDPA in Connecticut and regulations

promulgated under these laws, which are also comprehensive consumer privacy laws.

Effective December 31, 2023, we may also be subject

to the UCPA in Utah, regarding business handling of consumers’ personal data.

Effective January 1, 2025, we may also become subject

to the ICPA, a similar consumer data privacy law in Iowa.

Further, there are several legislative proposals in the United States, at both

the federal and state level, that could impose new privacy and security obligations.

We cannot yet determine the impact that these laws

and regulations may have on our business.

of the U.S., data protection laws, including the GDPR, also might apply to some of our operations or business collaborators.

Legal requirements

in the European Union and United Kingdom relating to the collection, storage, processing and transfer of personal data/information continue

The GDPR imposes, among other things, data protection requirements that include strict obligations and restrictions on the

ability to collect, analyze and transfer EU personal data/information, a requirement for prompt notice of data breaches to data subjects

and supervisory authorities in certain circumstances, and possible substantial fines for any violations (including possible fines for

certain violations of up to the greater of 20 million Euros or 4% of total company revenue).

Other governmental authorities around the

world have enacted or are considering similar types of legislative and regulatory proposals concerning data protection.

interpretation and enforcement of the laws and regulations described above are uncertain and subject to change, and may require substantial

costs to monitor and implement and maintain adequate compliance programs.

federal data privacy laws include the CAN-SPAM

Act, which, among other things, restricts data collection and use in connection with CAN-SPAM Act’s opt-out process requirements

for senders of commercial emails;

and COPPA, which regulates the collection of information by operators of websites and other electronic

solutions that are directed to children under 13 years of age, although our website and app user terms of service and privacy policy expressly

prohibit children under 13 from submitting information to or on our website or app.

These laws and regulations promulgated under these

laws restrict our collection, processing, storage, use and disclosure of personal information, may require us to notify individuals of

our privacy practices and provide individuals with certain rights to prevent the use and disclosure of protected information, and mandate

certain procedures with respect to safeguarding and proper description of stored information.

Moreover, certain laws and regulations of U.S.

states and the EU impose similar or greater data protection requirements and may also subject us to scrutiny or attention from regulatory

For example, the EU and California have passed comprehensive data privacy laws, the EU GDPR and the CCPA and regulations

promulgated under the CCPA, respectively, which impose data protection obligations on enterprises, including limitations on data uses

and constraints on certain uses of sensitive data.

Of particular importance, the CCPA, which became effective on January 1, 2020, limits

how we may collect and use personal information, including by requiring companies that process information relating to California residents

to make disclosures to consumers about their data collection, use and sharing practices, provide consumers with rights to know and delete

personal information and allow consumers to opt out of certain data sharing with third parties.

The CCPA also creates an expanded definition

of personal information, imposes special rules on the collection of consumer data from minors, and provides for civil penalties

for violations, as well as a private right of action for data breaches that is expected to increase the likelihood and cost of data breach

The potential effects of this legislation are far-reaching and may require us to modify our data processing practices and

policies and incur substantial costs and expenses in compliance and potential ligation efforts.

Effective January 1, 2023, we also

became subject to the CPRA in California, which expands upon the consumer data use restrictions, penalties and enforcement provisions

under the CCPA.

In addition, similar consumer data privacy laws

have been passed and either are in effect or will become effective within the next 12 months in a number of other states, including Virginia

(effective January 1, 2023) ;

Colorado (effective July 1, 2023);

Connecticut (effective July

Utah (effective December 31, 2023);

Texas (effective July 1, 2024);

Oregon (effective July 1, 2024);

Montana (effective October

Iowa (effective January 1, 2025);

Delaware (effective January 1, 2025);

Nebraska (effective January 1, 2025);

New Hampshire

(effective January 1, 2025);

New Jersey (effective January 15, 2025);

Minnesota (effective July 1, 2025);

Tennessee (effective July 1,

Maryland (effective October 1, 2025);

Indiana (effective January 1, 2026);

Kentucky (effective January 1, 2026);

and Rhode Island

(effective January 1, 2026).

Further, there are several legislative proposals in the United States, at both the federal and state level,

that could impose new privacy and security obligations.

We cannot yet determine the impact that these laws and regulations may have on

our business.

Outside of the U.S., data protection laws, including

the GDPR, also might apply to some of our operations or business collaborators.

Legal requirements in the European Union and United Kingdom

relating to the collection, storage, processing and transfer of personal data/information continue to evolve.

The GDPR imposes, among

other things, data protection requirements that include strict obligations and restrictions on the ability to collect, analyze and transfer

EU personal data/information, a requirement for prompt notice of data breaches to data subjects and supervisory authorities in certain

circumstances, and possible substantial fines for any violations (including possible fines for certain violations of up to the greater

of 20 million Euros or 4% of total company revenue).

Other governmental authorities around the world have enacted or are considering similar

types of legislative and regulatory proposals concerning data protection.

The interpretation and

enforcement of the laws and regulations described above are uncertain and subject to change, and may require substantial costs to monitor

and implement and maintain adequate compliance programs.

Failure to comply with U.S.

and international data protection

laws and regulations could result in government enforcement actions (which could include substantial civil and/or criminal penalties),

private litigation and/or adverse publicity and could negatively affect our operating results and business.

business could be negatively impacted by changes in the U.S.

and international data protection laws and regulations

could result in government enforcement actions (which could include substantial civil and/or criminal penalties), private litigation and/or

adverse publicity and could negatively affect our operating results and business.

Our business could be negatively impacted

by changes in the U.S.

political environment.

is significant ongoing uncertainty with respect to potential legislation, regulation and government policy at the federal, state and

local levels in the United States.

Such uncertainty and any material changes in such legislation, regulation and government policy could

significantly impact our business as well as the markets in which we compete.

Specific legislative and regulatory proposals that might

materially impact us include, but are not limited to, changes to liability rules for Internet platforms, data privacy regulations, import

and export regulations, income tax regulations and the U.S.

federal tax code and public company reporting requirements, immigration policies

and enforcement, healthcare law, minimum wage laws, climate and energy policies, foreign trade and relations with foreign governments,

pandemic response and increased antitrust scrutiny in the tech industry.

To the extent changes in the political environment have a negative

impact on us or on our customers, our markets, our business, results of operation and financial condition could be materially and adversely

impacted in the future.

business depends on our customers’ continued and unimpeded access to the Internet and the development and maintenance of Internet

infrastructure.

Internet access providers may be able to block, degrade or charge for access to certain of our services, which could

lead to additional expenses and the loss of customers.

services depend on the ability of our customers to access the Internet.

Currently, this access is provided by companies having significant

market power in the broadband and Internet access marketplace, including incumbent telephone companies, cable companies, mobile communications

companies and government-owned service providers.

Some of these providers have the ability to take measures including legal actions,

that could degrade, disrupt or increase the cost of user access to certain of our services by restricting or prohibiting the use of their

infrastructure to support our services, charging increased fees to our users, or regulating online speech.

Such interference could result

in a loss of existing users, advertisers and goodwill, could result in increased costs and could impair our ability to attract new users,

thereby harming our revenue and growth.

Moreover, the adoption of any laws or regulations adversely affecting the growth, popularity

or use of the Internet, including laws impacting Internet neutrality, could decrease the demand for our services and increase our operating

The legislative and regulatory landscape regarding the regulation of the Internet and, in particular, Internet neutrality, in

There is significant ongoing uncertainty with

respect to potential legislation, regulation and government policy at the federal, state and local levels in the United States.

Such uncertainty

and any material changes in such legislation, regulation and government policy could significantly impact our business as well as the

markets in which we compete.

Specific legislative and regulatory proposals that might materially impact us include, but are not limited

to, changes to liability rules for Internet platforms, data privacy regulations, import and export regulations, income tax regulations

federal tax code and public company reporting requirements, immigration policies and enforcement, healthcare law, minimum

wage laws, climate and energy policies, foreign trade and relations with foreign governments, pandemic response and increased antitrust

scrutiny in the tech industry.

To the extent changes in the political environment have a negative impact on us or on our customers, our

markets, our business, results of operation and financial condition could be materially and adversely impacted in the future.

Our business depends on our customers’

continued and unimpeded access to the Internet and the development and maintenance of Internet infrastructure.

Internet access providers

may be able to block, degrade or charge for access to certain of our services, which could lead to additional expenses and the loss of

Our services depend on the ability of our customers

to access the Internet.

Currently, this access is provided by companies having significant market power in the broadband and Internet

access marketplace, including incumbent telephone companies, cable companies, mobile communications companies and government-owned service

Some of these providers have the ability to take measures including legal actions, that could degrade, disrupt or increase

the cost of user access to certain of our services by restricting or prohibiting the use of their infrastructure to support our services,

charging increased fees to our users, or regulating online speech.

Such interference could result in a loss of existing users, advertisers

and goodwill, could result in increased costs and could impair our ability to attract new users, thereby harming our revenue and growth.

Moreover, the adoption of any laws or regulations adversely affecting the growth, popularity or use of the Internet, including laws impacting

Internet neutrality, could decrease the demand for our services and increase our operating costs.

The legislative and regulatory landscape

regarding the regulation of the Internet and, in particular, Internet neutrality, in the U.S.

is subject to uncertainty.

the extent any laws, regulations or rulings permit Internet service providers to charge some users higher rates than others for the delivery

of their content, Internet service providers could attempt to use such law, regulation or ruling to impose higher fees or deliver our

content with less speed, reliability or otherwise on a non-neutral basis as compared to other market participants, and our business could

be adversely impacted.

Internationally, government regulation concerning the Internet, and in particular, network neutrality, may be

developing or non-existent.

Within such a regulatory environment, we could experience discriminatory or anticompetitive practices impeding

both our and our customers’ domestic and international growth, increasing our costs or adversely affecting our business.

changes in the legislative and regulatory landscape regarding Internet neutrality, or otherwise regarding the regulation of the Internet,

could harm our business, operating results and financial condition.

business could be affected by new governmental regulations regarding the Internet.

date, government regulations have not materially restricted use of the Internet in most parts of the world.

However, the legal and regulatory

environment relating to the Internet is uncertain, and governments may impose regulation in the future.

New laws may be passed, courts

may issue decisions affecting the Internet, existing but previously inapplicable or unenforced laws may be deemed to apply to the Internet

or regulatory agencies may begin to more rigorously enforce such formerly unenforced laws, or existing legal safe harbors may be narrowed,

federal or state governments and by governments of foreign jurisdictions.

The adoption of any new laws or regulations, or

the narrowing of any safe harbors, could hinder growth in the use of the Internet and online services generally, and decrease acceptance

of the Internet and online services as a means of communications, e-commerce and advertising.

In addition, such changes in laws could

increase our costs of doing business or prevent us from delivering our services over the Internet or in specific jurisdictions, which

could harm our business and our results of operations.

requirements of being a public company may strain our resources.

a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley

Act”), and the listing standards of Nasdaq.

We expect that the requirements of these rules and regulations will continue to increase

our legal, accounting and financial compliance costs, make some activities more difficult, time-consuming and costly, and place significant

strain on our personnel, systems and resources.

Management’s attention may be diverted from other business concerns, which could

adversely affect our business and operating results.

Exchange Act requires that our company file annual, quarterly, and current reports with respect to our businesses, financial condition,

and results of operations.

In addition, we must establish the corporate infrastructure necessary for operating a public company, which

may divert our management’s attention from implementing our growth strategy, which could delay or slow the implementation of our

business strategies, and in turn negatively impact our company’s financial condition and results of operations.

change and increased focus by governmental organizations on sustainability issues, including those related to climate change, may have

a material adverse effect on our business and operations.

state and local governments are responding to climate change issues.

This increased focus on sustainability is resulting in new regulations

and legislation and vendor and customer requirements that could negatively affect us as we may incur additional costs or be required

to make changes to our operations in order to comply with any new regulations.

Legislation or regulations that impose disclosure requirements,

restrictions, caps, taxes, or other controls on emissions of greenhouse gases such as carbon dioxide, a by-product of burning fossil

fuels could force us to incur additional costs and we may fail to pass such additional costs on to our customers, which could also have

a material adverse effect on our business.

particular, on March 6, 2024, the SEC adopted rules that will require us to disclose:

● Climate-related

risks that have had or are reasonably likely to have a material impact on our business strategy,

results of operations, or financial condition;

actual and potential material impacts of any identified climate-related risks on our strategy,

business model, and outlook;

as part of our strategy, we have undertaken activities to mitigate or adapt to a material

climate-related risk, a quantitative and qualitative description of material expenditures

incurred and material impacts on financial estimates and assumptions that directly result

from such mitigation or adaptation activities;

disclosures regarding our activities, if any, to mitigate or adapt to a material climate-related

risk including the use, if any, of transition plans, scenario analysis, or internal carbon

oversight by our board of directors of climate-related risks and any role by management in

assessing and managing our material climate-related risks;

processes we have for identifying, assessing, and managing material climate-related risks

and, if we are managing those risks, whether and how any such processes are integrated into

our overall risk management system or processes;

● Information

about our climate-related targets or goals, if any, that have materially affected or are

reasonably likely to materially affect our business, results of operations, or financial

required disclosures would include material expenditures and material impacts

on financial estimates and assumptions as a direct result of the target or goal or actions

taken to make progress toward meeting such target or goal;

capitalized costs, expenditures expensed, charges, and losses incurred as a result of severe

weather events and other natural conditions, such as hurricanes, tornadoes, flooding, drought,

wildfires, extreme temperatures, and sea level rise, subject to applicable one percent and

de minimis disclosure thresholds, disclosed in a note to the financial statements;

capitalized costs, expenditures expensed, and losses related to carbon offsets and renewable

energy credits or certificates if used as a material component of our plans to achieve our

disclosed climate-related targets or goals, disclosed in a note to our financial statements;

the estimates and assumptions we use to produce our financial statements were materially

impacted by risks and uncertainties associated with severe weather events and other natural

conditions or any disclosed climate-related targets or transition plans, a qualitative description

of how the development of such estimates and assumptions was impacted, disclosed in a note

To the extent any laws, regulations or rulings

permit ISPs to charge some users higher rates than others for the delivery of their content, ISPs could attempt to use such law, regulation

or ruling to impose higher fees or deliver our content with less speed, reliability or otherwise on a non-neutral basis as compared to

other market participants, and our business could be adversely impacted.

Internationally, government regulation concerning the Internet,

and in particular, network neutrality, may be developing or non-existent.

Within such a regulatory environment, we could experience discriminatory

or anticompetitive practices impeding both our and our customers’ domestic and international growth, increasing our costs or adversely

affecting our business.

Additional changes in the legislative and regulatory landscape regarding Internet neutrality, or otherwise regarding

the regulation of the Internet, could harm our business, operating results and financial condition.

Our business could be affected by new governmental

regulations regarding the Internet.

To date, government regulations have not materially

restricted use of the Internet in most parts of the world.

However, the legal and regulatory environment relating to the Internet is uncertain,

and governments may impose regulation in the future.

New laws may be passed, courts may issue decisions affecting the Internet, existing

but previously inapplicable or unenforced laws may be deemed to apply to the Internet or regulatory agencies may begin to more rigorously

enforce such formerly unenforced laws, or existing legal safe harbors may be narrowed, both by U.S.

federal or state governments and by

governments of foreign jurisdictions.

The adoption of any new laws or regulations, or the narrowing of any safe harbors, could hinder

growth in the use of the Internet and online services generally, and decrease acceptance of the Internet and online services as a means

of communications, e-commerce and advertising.

In addition, such changes in laws could increase our costs of doing business or prevent

us from delivering our services over the Internet or in specific jurisdictions, which could harm our business and our results of operations.

The requirements

of being a public company may strain our resources.

As a public company,

we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”),

and the listing standards of Nasdaq.

We expect that the requirements of these rules and regulations will continue to increase our legal,

accounting and financial compliance costs, make some activities more difficult, time-consuming and costly, and place significant strain

on our personnel, systems and resources.

Management’s attention may be diverted from other business concerns, which could adversely

affect our business and operating results.

The Exchange Act requires

that our company file annual, quarterly, and current reports with respect to our businesses, financial condition, and results of operations.

In addition, we must establish the corporate infrastructure necessary for operating a public company, which may divert our management’s

attention from implementing our growth strategy, which could delay or slow the implementation of our business strategies, and in turn

negatively impact our company’s financial condition and results of operations.

Climate change and increased focus by governmental

organizations on sustainability issues, including those related to climate change, may have a material adverse effect on our business

and operations.

Federal, state and local governments are responding

to climate change issues.

This increased focus on sustainability is resulting in new regulations and legislation and vendor and customer

requirements that could negatively affect us as we may incur additional costs or be required to make changes to our operations in order

to comply with any new regulations.

Legislation or regulations that impose disclosure requirements, restrictions, caps, taxes, or other

controls on emissions of greenhouse gases such as carbon dioxide, a by-product of burning fossil fuels could force us to incur additional

costs and we may fail to pass such additional costs on to our customers, which could also have a material adverse effect on our business.

In particular, on March 6, 2024, the SEC adopted

rules that will require us to disclose:

● Climate-related risks that have had or are reasonably likely to have a material impact on our business

strategy, results of operations, or financial condition;

● The actual and potential material impacts of any identified climate-related risks on our strategy, business

model, and outlook;

● If, as part of our strategy, we have undertaken activities to mitigate or adapt to a material climate-related

risk, a quantitative and qualitative description of material expenditures incurred and material impacts on financial estimates and assumptions

that directly result from such mitigation or adaptation activities;

● Specified disclosures regarding our activities, if any, to mitigate or adapt to a material climate-related

risk including the use, if any, of transition plans, scenario analysis, or internal carbon prices;

● Any oversight by our board of directors of climate-related risks and any role by management in assessing

and managing our material climate-related risks;

● Any processes we have for identifying, assessing, and managing material climate-related risks and, if

we are managing those risks, whether and how any such processes are integrated into our overall risk management system or processes;

● Information about our climate-related targets or goals, if any, that have materially affected or are reasonably

likely to materially affect our business, results of operations, or financial condition;

required disclosures would include material expenditures

and material impacts on financial estimates and assumptions as a direct result of the target or goal or actions taken to make progress

toward meeting such target or goal;

● The capitalized costs, expenditures expensed, charges, and losses incurred as a result of severe weather

events and other natural conditions, such as hurricanes, tornadoes, flooding, drought, wildfires, extreme temperatures, and sea level

rise, subject to applicable one percent and de minimis disclosure thresholds, disclosed in a note to the financial statements;

● The capitalized costs, expenditures expensed, and losses related to carbon offsets and renewable energy

credits or certificates if used as a material component of our plans to achieve our disclosed climate-related targets or goals, disclosed

in a note to our financial statements;

● If the estimates and assumptions we use to produce our financial statements were materially impacted by

risks and uncertainties associated with severe weather events and other natural conditions or any disclosed climate-related targets or

transition plans, a qualitative description of how the development of such estimates and assumptions was impacted, disclosed in a note

to our financial statements.

will be exempt from the SEC rules’ requirements to disclose certain information about our greenhouse gas emissions and comply with

related auditor assurance requirements as long as we remain a “smaller reporting company” (as described below under “— Risks

Related to Ownership of Our Class B Common Stock – We are a ’smaller reporting company’ within the meaning of the Exchange

Act, and if we take advantage of certain exemptions from disclosure requirements available to smaller reporting companies, this could

make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

We will be exempt from

the SEC rules’ requirements to disclose certain information about our greenhouse gas emissions and comply with related auditor assurance

requirements as long as we remain a “smaller reporting company” (as described below under “— Risks Related to

Ownership of Our Class B Common Stock – We are a ‘smaller reporting company’ within the meaning of the Exchange Act,

and if we take advantage of certain exemptions from disclosure requirements available to smaller reporting companies, this could make

our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

or an “emerging growth company” (as described below under “— Risks Related to Ownership of Our Class B Common

2 unchanged sentences

public companies.

In addition, these disclosure rules will not require compliance by us until our fiscal year beginning

in 2027, with certain requirements not becoming effective until our fiscal year beginning in 2028, if we remain a smaller reporting company

In addition, these disclosure rules will not require compliance by us until our fiscal year beginning in

2027, with certain requirements not becoming effective until our fiscal year beginning in 2028, if we remain a smaller reporting company

or emerging growth company.

number of petitions have been filed in federal courts seeking to challenge the SEC’s climate disclosure rules.

The outcome of this

litigation cannot be determined as of the date of this report.

that the SEC climate disclosure rules are ultimately upheld in their present form, and even in light of the exemptions and accommodations

made for smaller reporting companies and emerging growth companies described above, the costs to adopt the necessary disclosure controls

and procedures to disclose all required information, the potential costs to make changes in our operations to allow us to improve our

climate change-related disclosures, or the potential loss of revenues from these disclosure requirements due to investor, customer, or

vendor requirements to disclose and meet certain climate change-related targets pursuant to these disclosure rules, may still have a

material adverse effect on our business and operations.

we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce

timely and accurate financial statements or comply with applicable regulations could be impaired.

current internal controls and any new controls that we develop may be inadequate or become inadequate because of changes in conditions

A number of petitions have been filed in federal

courts seeking to challenge the SEC’s climate disclosure rules.

On April 4, 2024, the SEC issued an order staying the rules.

SEC’s administrative stay will remain in place until the completion of litigation filed in the federal courts that challenges the

agency’s authority to adopt the rules.

The outcome of this litigation cannot be determined.

Assuming that the SEC

climate disclosure rules are ultimately upheld in their present form, and even in light of the exemptions and accommodations made for

smaller reporting companies and emerging growth companies described above, the costs to adopt the necessary disclosure controls and procedures

to disclose all required information, the potential costs to make changes in our operations to allow us to improve our climate change-related

disclosures, or the potential loss of revenues from these disclosure requirements due to investor, customer, or vendor requirements to

disclose and meet certain climate change-related targets pursuant to these disclosure rules, may still have a material adverse effect

on our business and operations.

If we fail to maintain an effective

system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements

or comply with applicable regulations could be impaired.

Our current disclosure

controls and internal controls and any new controls that we develop may be inadequate or become inadequate because of changes in conditions

in our business or changes in the applicable laws, regulations and standards.

Any failure to develop or maintain effective controls,

or any difficulties encountered in their implementation or improvement, could harm our operating results, cause us to fail to meet our

reporting obligations, result in a restatement of our financial statements for prior periods or adversely affect the results of management

evaluations and independent registered public accounting firm audits of our internal control over financial reporting that we will or

may eventually be required to include in our periodic reports that will be filed with the SEC.

Ineffective disclosure controls and procedures

and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information,

which would likely have a negative effect on the trading price of our Class B Common Stock.

In addition, if we are unable to continue

to meet these requirements, we may not be able to remain listed on Nasdaq in the future.

management team has limited experience managing a public company.

members of our management team have limited experience managing a publicly traded company, interacting with public company investors

and complying with the increasingly complex laws pertaining to public companies.

Our management team may not successfully or efficiently

manage our transition to being a public company that is subject to significant regulatory oversight and reporting obligations under the

federal securities laws and the continuous scrutiny of securities analysts and investors.

These new obligations and constituents will

require significant attention from our senior management and could divert their attention away from the day-to-day management of our

business, which could harm our business, financial condition and results of operations.

and other market data used in this Annual Report and in other periodic reports that we may in the future file with the SEC, including

those undertaken by us or our engaged consultants, may not prove to be representative of current and future market conditions or future

report includes or refers to, and periodic reports that we may in the future file with the SEC may include or refer to, statistical and

other industry and market data that we obtained from industry publications and research, surveys and studies conducted by third parties

and surveys and studies that we undertook ourselves regarding the market potential for our current services.

Although we believe that

such information has been obtained from reliable sources, the sources of such data have not guaranteed the accuracy or completeness of

such information.

While we believe these industry publications and third-party research, surveys and studies are reliable, we have not

independently verified such data.

The results of this data represent various methodologies, assumptions, research, analysis, projections,

estimates, composition of respondent pool, presentation of data and adjustments, each of which may ultimately prove to be incorrect,

and cause actual results and market viability to differ materially from those presented in any such report or other materials.

Related to Ownership of Our Class B Common Stock

structure of our common stock has the effect of concentrating voting control with certain Asset Entities officers and directors;

will limit or preclude your ability to influence corporate matters.

It may also limit the price and liquidity of our common stock due

to its ineligibility for inclusion in certain stock market indices.

are authorized to issue two classes of common stock, Class A Common Stock and Class B Common Stock, and any number of classes of preferred

Class A Common Stock is entitled to ten votes per share on proposals requiring or requesting stockholder approval, and Class B

Common Stock is entitled to one vote on any such matter.

In our initial public offering, we offered and sold shares of Class

B Common Stock to public investors (see Item 1.

“ Business – Corporate Structure and History – Initial

Public Offering and Underwriting Agreement ”).

AEH owns all of the 7,532,029 shares of our outstanding Class A Common Stock,

which amounts to 75,320,290 votes.

The shares of Class A Common Stock held by AEH are controlled by its officers and board of managers,

Any failure to develop or maintain effective controls, or

any difficulties encountered in their implementation or improvement, could harm our operating results, cause us to fail to meet our reporting

obligations, result in a restatement of our financial statements for prior periods or adversely affect the results of management evaluations

and independent registered public accounting firm audits of our internal control over financial reporting that we will or may eventually

be required to include in our periodic reports that will be filed with the SEC.

Ineffective disclosure controls and procedures and internal

control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which

would likely have a negative effect on the trading price of our Class B Common Stock.

In addition, if we are unable to continue to meet

these requirements, we may not be able to remain listed on Nasdaq in the future.

Our management team has limited experience

managing a public company.

Most members of our management team have limited

experience managing a publicly traded company, interacting with public company investors and complying with the increasingly complex laws

pertaining to public companies.

Our management team may not successfully or efficiently manage our transition to being a public company

that is subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny

of securities analysts and investors.

These new obligations and constituents will require significant attention from our senior management

and could divert their attention away from the day-to-day management of our business, which could harm our business, financial condition

and results of operations.

Industry and other market data used in this

Annual Report and in other periodic reports that we may in the future file with the SEC, including those undertaken by us or our engaged

consultants, may not prove to be representative of current and future market conditions or future results.

This report includes or refers to, and periodic

reports that we may in the future file with the SEC may include or refer to, statistical and other industry and market data that we obtained

or may obtain from industry publications and research, surveys and studies conducted by third parties and surveys and studies that we

may undertake ourselves regarding the market potential for our current services.

Although we believe that such information has been obtained

from reliable sources, the sources of such data have not guaranteed the accuracy or completeness of such information.

Industry publications

and third-party research, surveys and studies may not be reliable.

The results of this data represent various methodologies, assumptions,

research, analysis, projections, estimates, composition of respondent pool, presentation of data and adjustments, each of which may ultimately

prove to be incorrect, and cause actual results and market viability to differ materially from those presented in any such report or other

Risks Related to Ownership of Our Class B Common Stock

The structure of our common stock has the

effect of concentrating voting control with certain Asset Entities officers and directors;

this will limit or preclude your ability to

influence corporate matters.

It may also limit the price and liquidity of our common stock due to its ineligibility for inclusion in certain

stock market indices.

We are authorized to issue two classes of common

stock, Class A Common Stock and Class B Common Stock, and any number of classes of preferred stock.

Class A Common Stock is entitled to

ten votes per share on proposals requiring or requesting stockholder approval, and Class B Common Stock is entitled to one vote on any

As of March 25, 2025, AEH owns all of the 1,000,000

shares of our outstanding Class A Common Stock.

The shares of Class A Common Stock held by AEH are controlled by its officers and managers,

all of whom are also some of our officers and directors.

Following the initial public offering and as of March 29, 2024, there are 6,892,381

shares of Class B Common Stock issued and outstanding, 1,547,565 of which are held by officers and directors as a result of (i) grants

of restricted stock under the Plan that were made pursuant to such officers and directors’ employment or consulting agreements and

(ii) the conversion of shares of Class A Common Stock into shares of Class B Common Stock upon transfer of such shares to such officers

and directors as the former indirect beneficial owners of such shares.

Stockholders that are not officers and directors therefore currently

own 5,344,816 shares of Class B Common Stock, representing approximately 6.5% of total voting power.

Combining their control of AEH’s

shares of Class A Common Stock and their Class B Common Stock, our officers and directors collectively maintain controlling voting power

in the Company based on having approximately 93.5% of all voting rights.

As a result, we are a “controlled company” under

Nasdaq’s rules.

addition, certain index providers have announced restrictions on including companies with multiple-class share structures in certain

of their indexes.

For example, in July 2017, FTSE Russell and Standard & Poor’s announced that they would cease to allow most

newly public companies utilizing dual or multi-class capital structures to be included in their indices.

Under the announced policies,

our dual class capital structure would make us ineligible for inclusion in any of these indices.

Given the sustained flow of investment

funds into passive strategies that seek to track certain indexes, exclusion from stock indexes would likely preclude investment by many

of these funds and could make our Class B Common Stock less attractive to other investors.

As a result, fewer investors

may be willing to purchase our Class B Common Stock.

In consequence, the market price and liquidity of our Class B Common

Stock could be adversely affected.

Class B Common Stock may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares

at or above your purchase price.

market price for our Class B Common Stock is likely to be volatile, in part because our shares have not been traded publicly prior to

February 2023.

In addition, the market price of our Class B Common Stock may fluctuate significantly in response to several factors,

most of which we cannot control, including:

variations in our operating results compared to market expectations;

publicity about us, the industries we participate in or individual scandals;

● announcements

of new offerings or significant price reductions by us or our competitors;

price performance of our competitors;

● fluctuations

in stock market prices and volumes;

in senior management or key personnel;

in financial estimates by securities analysts;

market’s reaction to our reduced disclosure as a result of being an “emerging

growth company” under the JOBS Act;

earnings or other announcements by us or our competitors;

on indebtedness, incurrence of additional indebtedness, or issuances of additional capital

economic, legal and regulatory factors unrelated to our performance;

other factors listed in this section.

in the market price of our Class B Common Stock may prevent investors from being able to sell their shares at or above the price at which

they purchased our Class B Common Stock.

AEH also owns 250,000 shares of our Class B Common Stock.

There are 13,413,162

shares of Class B Common Stock issued and outstanding as of March 25, 2025.

AEH therefore controls 10,250,000 votes, or approximately

42.6% of all voting rights.

In addition, our directors and officers collectively hold 260,689 shares of Class B Common Stock.

their control of AEH’s shares of Class A Common Stock and Class B Common Stock and their own shares of Class B Common Stock, our

officers and directors collectively control 10,510,689 votes, or approximately 43.6% of total voting power.

Management’s concentrated

voting power may limit or preclude the ability of others to influence corporate matters including significant business decisions for the

foreseeable future.

In addition, certain index providers have announced

restrictions on including companies with multiple-class share structures in certain of their indexes.

For example, in July 2017, FTSE

Russell and Standard & Poor’s announced that they would cease to allow most newly public companies utilizing dual or multi-class

capital structures to be included in their indices.

Under the announced policies, our capital structure would make us ineligible

for inclusion in any of these indices.

Given the sustained flow of investment funds into passive strategies that seek to track certain

indexes, exclusion from stock indexes would likely preclude investment by many of these funds and could make our Class B Common

Stock less attractive to other investors.

As a result, fewer investors may be willing to purchase our Class B Common Stock.

In consequence,

the market price and liquidity of our Class B Common Stock could be adversely affected.

Our Class B Common Stock may be volatile

or may decline regardless of our operating performance, and you may not be able to resell your shares at or above your purchase price.

The market price for our Class B Common Stock

is likely to be volatile, in part because our shares had not been traded publicly prior to our initial public offering in February 2023.

In addition, the market price of our Class B Common Stock may fluctuate significantly in response to several factors, most of which we

cannot control, including:

● quarterly variations in our operating results compared to market expectations;

● adverse publicity about us, the industries we participate in or individual scandals;

● announcements of new offerings or significant price reductions by us or our competitors;

● stock price performance of our competitors;

● fluctuations in stock market prices and volumes;

● changes in senior management or key personnel;

● changes in financial estimates by securities analysts;

● the market’s reaction to our reduced disclosure as a result of being an “emerging growth company”

under the JOBS Act;

● negative earnings or other announcements by us or our competitors;

● defaults on indebtedness, incurrence of additional indebtedness, or issuances of additional capital stock;

● global economic, legal and regulatory factors unrelated to our performance;

● the other factors listed in Item 1A.

“ Risk Factors ” of this Annual Report.

Volatility in the market price of our Class B Common Stock may prevent investors from being able to sell their shares at or above the

price at which they purchased our Class B Common Stock.

As a result, you may suffer a loss on your investment.

recent initial public offerings of companies with relatively small public floats comparable to our anticipated public float have experienced

extreme volatility that was seemingly unrelated to the underlying performance of the respective company.

Our Class B Common Stock may

potentially experience rapid and substantial price volatility, which may make it difficult for prospective investors to assess the value

of our Class B Common Stock.

addition to the risks addressed above under “— Our Class B Common Stock may be volatile or may decline regardless of our

operating performance, and you may not be able to resell your shares at or above your purchase price ,” our Class B Common Stock

may be subject to rapid and substantial price volatility.

Recently, companies with comparably small public floats and initial public

offering sizes have experienced instances of extreme stock price run-ups followed by rapid price declines, and such stock price volatility

was seemingly unrelated to the respective company’s underlying performance.

Although the specific cause of such volatility is unclear,

our small public float may amplify the impact the actions taken by a few stockholders have on the price of our stock, which may cause

our stock price to deviate, potentially significantly, from a price that better reflects the underlying performance of our business.

Our Class B Common Stock may experience run-ups and declines that are seemingly unrelated to our actual or expected operating performance

and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Class

B Common Stock.

In addition, investors of shares of our Class B Common Stock may experience losses, which may be material, if the price

of our Class B Common Stock experiences such declines after any investors purchase shares of our Class B Common Stock.

Certain recent initial public offerings

of companies with relatively small public floats comparable to our anticipated public float have experienced extreme volatility that was

seemingly unrelated to the underlying performance of the respective company.

Our Class B Common Stock may potentially experience rapid

and substantial price volatility, which may make it difficult for prospective investors to assess the value of our Class B Common Stock.

In addition to the risks addressed above under

“— Our Class B Common Stock may be volatile or may decline regardless of our operating performance, and you may not be

able to resell your shares at or above your purchase price ,” our Class B Common Stock may be subject to rapid and substantial

price volatility.

Recently, companies with comparably small public floats and initial public offering sizes have experienced instances

of extreme stock price run-ups followed by rapid price declines, and such stock price volatility was seemingly unrelated to the respective

company’s underlying performance.

Although the specific cause of such volatility is unclear, our small public float may amplify

the impact the actions taken by a few stockholders have on the price of our stock, which may cause our stock price to deviate, potentially

significantly, from a price that better reflects the underlying performance of our business.

Our Class B Common Stock may experience run-ups

and declines that are seemingly unrelated to our actual or expected operating performance and financial condition or prospects, making

it difficult for prospective investors to assess the rapidly changing value of our Class B Common Stock.

In addition, investors of shares

of our Class B Common Stock may experience losses, which may be material, if the price of our Class B Common Stock experiences such declines

after any investors purchase shares of our Class B Common Stock.

We may not be able to maintain a listing

of our Class B Common Stock on Nasdaq.

Our Class B Common Stock is currently listed

on the Nasdaq Capital Market tier of Nasdaq.

Our Class B Common Stock is currently listed on

The Nasdaq Capital Market tier of Nasdaq.

We must meet certain financial and liquidity criteria and corporate governance requirements

9 unchanged sentences

Class B Common Stock could significantly impair our ability to raise capital and the value of your investment.

On September 28, 2023, the Company received a

written notification (the “Notification Letter”) from Nasdaq notifying the Company that it is not in compliance with the

minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market tier of

On August 21, 2024, the Company received a written

notification (the “August 2024 Notification Letter”), from the Listing Qualifications Department (the “Staff”)

of Nasdaq notifying the Company that it was not in compliance with the minimum $2,500,000 stockholders’ equity requirement set forth

in Nasdaq Listing Rule 5550(b)(1) for continued listing on The Nasdaq Capital Market tier of Nasdaq because the Company’s Quarterly

Report on Form 10-Q for the period ended June 30, 2024 reported stockholders’ equity of $2,097,090, and, as of the date of the August

2024 Notification Letter, the Company did not meet the alternatives of market value of listed securities or net income from continuing

operations set forth in Nasdaq Listing Rule 5550(b).

Nasdaq Listing Rule 5550(b) requires a company

that has its primary equity security listed on The Nasdaq Capital Market tier of Nasdaq to meet one of three requirements:

(1) have stockholders’

equity of at least $2,500,000;

(2) have a market value of listed securities of at least $35,000,000;

or (3) have net income from continuing

operations of $500,000 in the most recently completed fiscal year or in two of the three most recently completed fiscal years.

In accordance with Nasdaq Listing Rule 5810(c)(2)(A),

the Company was provided 45 calendar days, or until October 7, 2024, to submit a plan to regain compliance with Nasdaq Listing Rule

The Company submitted a compliance plan on October 7, 2024.

Based on the Staff’s review of the compliance plan materials,

the Staff determined to grant the Company an extension to regain compliance to February 17, 2025.

On or before that date, the Company

will be required to file a report with the SEC and Nasdaq that meets certain requirements for demonstrating compliance with Nasdaq Listing

Rule 5550(b).

In addition, the Company must evidence compliance upon filing its Quarterly Report for the quarter ended March 31, 2025.

If the Company fails to meet these requirements the Company may be subject to delisting.

In the event the Company does not satisfy these

terms, the Staff will provide written notification that its securities will be delisted.

At that time, the Company may appeal the Staff’s

determination to a Nasdaq Hearings Panel (“Hearings Panel”).

On December 16, 2024, the Company received a written

notification (the “December 2024 Notification Letter”) from the Staff notifying the Company that it is not in compliance with

the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market tier

Nasdaq Listing Rule 5550(a)(2) requires listed

securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet

the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days.

Based on the closing

bid price of the Class B Common Stock for the 30 consecutive business days from August 15, 2023 to September 27, 2023, the Company no

longer meets the minimum bid price requirement.

The Notification Letter does not impact the Company’s

listing of the Class B Common Stock on the Nasdaq Capital Market at this time.

However, the Notification Letter provides that the Company’s

name will be included on a list of all non-compliant companies which Nasdaq makes available to investors on its website at listingcenter.nasdaq.com,

beginning five business days from the date of the Notification Letter.

securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure

to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days.

closing bid price of the Class B Common Stock for the 30 consecutive business days from October 31, 2024 to December 13, 2024, the

Company no longer met the minimum bid price requirement.

In accordance with Nasdaq Listing Rule 5810(c)(3)(A),

the Company has been provided 180 calendar days, or until March 26, 2024, to regain compliance with Nasdaq Listing Rule 5550(a)(2).

regain compliance, the Company’s common stock must have a closing bid price of at least $1.00 for a minimum of 10 consecutive business

If the Company does not regain compliance during such 180-day period, the Company may be eligible for an additional 180 calendar

days, provided that the Company meets the continued listing requirement for market value of publicly held shares of $1,000,000 under

Nasdaq Listing Rule 5550(a)(5) and all other initial listing standards for the Nasdaq Capital Market, except for Nasdaq Listing Rule

5550(a)(2), and the Company must provide a written notice of its intention to cure this deficiency during the second compliance period,

the Company has been provided 180 calendar days, or until June 16, 2025, to regain compliance with Nasdaq Listing Rule 5550(a)(2).

To regain compliance, the Company’s common stock must have a closing bid price of at least $1.00 for a minimum of 10 consecutive

business days.

If the Company does not regain compliance during such 180-day period, the Company may be eligible for an additional 180

calendar days, provided that the Company meets the continued listing requirement for market value of publicly held shares of $1,000,000

under Nasdaq Listing Rule 5550(a)(5) and all other initial listing standards for The Nasdaq Capital Market, except for Nasdaq Listing

Rule 5550(a)(2), and the Company must provide a written notice of its intention to cure this deficiency during the second compliance period,

by effecting a reverse stock split, if necessary.

On March 27, 2024, the

Company received a written notification (the “Second Notification Letter”) from Nasdaq notifying the Company that it had

not regained compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) and is not eligible for a

second 180-day compliance period;

specifically, the Company did not comply with the $5,000,000 minimum stockholders’ equity initial

listing requirement for the Nasdaq Capital Market as of March 26, 2024.

The Second Notification Letter provides that the Company’s

Class B Common Stock will be scheduled for delisting from the Nasdaq Capital Market and will be suspended at the opening of business

of April 5, 2024, and a Form 25-NSE will be filed with the SEC, unless the Company requests an appeal of this determination no later

than 4:00 p.m.

Eastern Time on April 3, 2024.

The Company plans to appeal the delisting determination to the Nasdaq Hearings Panel (the

“Hearings Panel”).

The Company’s request will stay the suspension of the Company’s Class B Common Stock and the

filing of the Form 25-NSE pending the Hearings Panel’s decision.

In the event that we are unsuccessful in our appeal, we will be

delisted from Nasdaq, and the value of your shares may be materially adversely affected.

If the Company does not qualify for the second compliance period or fails to regain

compliance during the second 180-day period, then Nasdaq will notify the Company of its determination to delist the Class B Common Stock,

and the Class B Common Stock will be subject to delisting.

At that time, the Company will have an opportunity to appeal the delisting

determination to a Hearings Panel.

In the event that we

are unsuccessful in demonstrating compliance with Nasdaq Listing Rule 5550(b) by the extended deadline of February 17, 2025 or to evidence

compliance with such rule in our Quarterly Report for the quarter ended March 31, 2025, or we are unable to regain compliance with Nasdaq

Listing Rule 5550(a)(2) by the end of the 180-day period on June 16, 2025 and either fail to qualify for the second 180-day compliance

period or fail to regain compliance during the second 180-day period, and we are unsuccessful in appealing a resulting delisting determination

to a Hearings Panel, we will be delisted from Nasdaq, and the value of your shares may be materially adversely affected.

If securities or industry analysts do not

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do not establish and maintain adequate research coverage or if one or more of the analysts who covers us downgrades our Class B Common

Stock or publishes inaccurate or unfavorable research about our business, the market price for our Class B Common Stock would likely

If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility

in the financial markets, which, in turn, could cause the market price or trading volume for our Class B Common Stock to decline.

Stock or publishes inaccurate or unfavorable research about our business, the market price for our Class B Common Stock would likely decline.

If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in

the financial markets, which, in turn, could cause the market price or trading volume for our Class B Common Stock to decline.

We have never paid cash dividends on our

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For the foreseeable future, we intend to retain any

earnings to finance the development and expansion of our business, and we do not anticipate paying any cash dividends on our Class B

Common Stock.

Accordingly, investors must be prepared to rely on sales of their Class B Common Stock after price appreciation to earn

an investment return, which may never occur.

Investors seeking cash dividends should not purchase our Class B Common Stock.

Any determination

to pay dividends in the future will be made at the discretion of our board of directors and will depend on our results of operations,

financial condition, contractual restrictions, restrictions imposed by applicable law and other factors our board deems relevant.

We may issue additional debt and equity securities, which are senior to our Class B Common Stock as to distributions and in liquidation,

which could materially adversely affect the market price of our Class B Common Stock.

In the future, we may attempt to increase our

capital resources by entering into additional debt or debt-like financing that is secured by all or up to all of our assets, or issuing

debt or equity securities, which could include issuances of commercial paper, medium-term notes, senior notes, subordinated notes or

In the event of our liquidation, our lenders and holders of our debt securities would receive a distribution of our available

assets before distributions to our stockholders.

In addition, any additional preferred stock, if issued by our company, may have a preference

with respect to distributions and upon liquidation, which could further limit our ability to make distributions to our stockholders.

Because our decision to incur debt and issue securities in our future offerings will depend on market conditions and other factors beyond

our control, we cannot predict or estimate the amount, timing or nature of our future offerings and debt financing.

earnings to finance the development and expansion of our business, and we do not anticipate paying any cash dividends on our Class B Common

Moreover, the Series A Certificate of Designation (as defined in Part II.

“ Management’s Discussion and Analysis

of Financial Condition and Results of Operations – Liquidity and Capital Resources – Private Placements of Series A Preferred

Stock – Terms of Series A Convertible Preferred Stock under Certificate of Designation and Securities Purchase Agreement ”)

prohibits the Company from declaring or paying any cash dividends on its capital stock other than as required by the Series A Certificate

of Designation with respect to the outstanding shares of Series A Preferred Stock.

Accordingly, investors must be prepared to rely on

sales of their Class B Common Stock after price appreciation to earn an investment return, which may never occur.

Investors seeking cash

dividends should not purchase our Class B Common Stock.

Any determination to pay dividends in the future will be made at the discretion

of our board of directors and will depend on our results of operations, financial condition, contractual restrictions, restrictions imposed

by applicable law and other factors our board deems relevant.

have issued and may in the future issue additional debt or equity securities which are senior to our Class B Common Stock as to distributions

and in liquidation, which could materially adversely affect the market price of our Class B Common Stock.

The Series A Preferred Stock ranks senior to all

other capital stock of the Company with respect to the payment of dividends, distributions and payments upon the liquidation, dissolution

and winding up of the Company, unless the holders of the majority of the outstanding shares of Series A Preferred Stock consent to the

creation of other capital stock of the Company that is senior or equal in rank to the Series A Preferred Stock.

In addition, in the future, we may attempt to

increase our capital resources by entering into additional debt or debt-like financing that is secured by all or up to all of our assets,

or issuing debt or equity securities, which could include issuances of commercial paper, medium-term notes, senior notes, subordinated

notes, or preferred shares.

In the event of our liquidation, our lenders and holders of our debt securities would receive a distribution

of our available assets before distributions to our stockholders.

In addition, any additional preferred stock, if issued by our company,

may have a preference with respect to distributions and upon liquidation, which could further limit our ability to make distributions

to our stockholders.

Because our decision to incur debt and issue securities in our future offerings will depend on market conditions

and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings and debt financing.

Further, market conditions could require us to

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that are applicable to other Exchange Act reporting companies that are not 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;

● being exempt from certain greenhouse

gas emissions disclosure and related third-party assurance requirements;

● being permitted to comply with reduced

disclosure obligations regarding executive compensation in our periodic reports and proxy

● being exempt from the requirement

to hold a non-binding advisory vote on executive compensation and stockholder approval of

any golden parachute payments not previously approved.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition

period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

In other words, an

emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private

● not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley

● being exempt from certain greenhouse gas emissions disclosure and related third-party assurance requirements;

● being permitted to comply with reduced disclosure obligations regarding executive compensation in our

periodic reports and proxy statements;

● being exempt from the requirement to hold a non-binding advisory vote on executive compensation and stockholder

approval of any golden parachute payments not previously approved.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period

provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

In other words, an emerging

growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

We have elected to take advantage of the benefits of this extended transition period.

Our financial statements may therefore

not be comparable to those of companies that comply with such new or revised accounting standards.

Our financial statements may therefore not be comparable

to those of companies that comply with such new or revised accounting standards.

We expect to take advantage of these reporting

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we would cease to be an emerging growth company as of the following December 31.

Because we will be subject to ongoing public

reporting requirements that are less rigorous than Exchange Act rules for companies that are not emerging growth companies, our stockholders

could receive less information than they might expect to receive from more mature public companies.

We cannot predict if investors will

find our Class B Common Stock less attractive if we elect to rely on these exemptions, or if taking advantage of these exemptions would

result in less active trading or more volatility in the price of our Class B Common Stock.

As a non-accelerated filer, we are not

required to comply with the auditor attestation requirements of the Sarbanes-Oxley Act.

Because we will be subject to ongoing public reporting

requirements that are less rigorous than Exchange Act rules for companies that are not emerging growth companies, our stockholders could

receive less information than they might expect to receive from more mature public companies.

We cannot predict if investors will find

our Class B Common Stock less attractive if we elect to rely on these exemptions, or if taking advantage of these exemptions would result

in less active trading or more volatility in the price of our Class B Common Stock.

As a non-accelerated filer, we are not required

to comply with the auditor attestation requirements of the Sarbanes-Oxley Act.

We are not an “accelerated filer”

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in Rule 12b-2 of the Exchange Act.

Rule 12b-2 under the Exchange Act defines a “large accelerated filer” in the same way

except that the company meeting the definition must have a public float of $700 million or more as of the last business day of the company’s

most recently completed second fiscal quarter.

Rule 12b-2 under the Exchange Act defines a “large accelerated filer” in the same way as

an “accelerated filer” except that the company meeting the definition must have a public float of $700 million or more as

of the last business day of the company’s most recently completed second fiscal quarter.

A non-accelerated filer is not required to file

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reporting company” within the meaning of the Exchange Act, and if we take advantage of certain exemptions from disclosure requirements

available to smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult

to compare our performance with other public companies.

available to smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to

compare our performance with other public companies.

Rule 12b-2 of the Exchange Act defines a “smaller

reporting company” as an issuer that is not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a

parent that is not a smaller reporting company and that:

● had a public float of less than

$250 million as of the last business day of its most recently completed second fiscal quarter,

computed by multiplying the aggregate worldwide number of shares of its voting and non-voting

common equity held by non-affiliates by the price at which the common equity was last sold,

or the average of the bid and asked prices of common equity, in the principal market for

the common equity;

● in the case of an initial registration

statement under the Securities Act or the Exchange Act for shares of its common equity, had

a public float of less than $250 million as of a date within 30 days of the date of the filing

of the registration statement, computed by multiplying the aggregate worldwide number of

such shares held by non-affiliates before the registration plus, in the case of a Securities

Act registration statement, the number of such shares included in the registration statement

by the estimated public offering price of the shares;

● in the case of an issuer whose public

float as calculated under paragraph (1) or (2) of this definition was zero or whose public

float was less than $700 million, had annual revenues of less than $100 million during the

most recently completed fiscal year for which audited financial statements are available.

reporting company” as an issuer that is not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent

that is not a smaller reporting company and that:

● had a public float of less than $250 million as of the last business day of its most recently completed

second fiscal quarter, computed by multiplying the aggregate worldwide number of shares of its voting and non-voting common equity held

by non-affiliates by the price at which the common equity was last sold, or the average of the bid and asked prices of common equity,

in the principal market for the common equity;

● in the case of an initial registration statement under the Securities Act or the Exchange Act for shares

of its common equity, had a public float of less than $250 million as of a date within 30 days of the date of the filing of the registration

statement, computed by multiplying the aggregate worldwide number of such shares held by non-affiliates before the registration plus,

in the case of a Securities Act registration statement, the number of such shares included in the registration statement by the estimated

public offering price of the shares;

● in the case of an issuer whose public float as calculated under paragraph (1) or (2) of this definition

was zero or whose public float was less than $700 million, had annual revenues of less than $100 million during the most recently completed

fiscal year for which audited financial statements are available.

If a company determines that it does not qualify

for smaller reporting company status because it exceeded one or more of the above thresholds, it will remain unqualified unless when

making its annual determination it meets certain alternative threshold requirements which will be lower than the above thresholds if

its prior public float or prior annual revenues exceed certain thresholds.

for smaller reporting company status because it exceeded one or more of the above thresholds, it will remain unqualified unless when making

its annual determination it meets certain alternative threshold requirements which will be lower than the above thresholds if its prior

public float or prior annual revenues exceed certain thresholds.

As a smaller reporting company, we are not required

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For example, a smaller reporting company is exempt from the requirement of having a compensation

committee composed solely of directors meeting certain enhanced independence standards, as long as the compensation committee has at

least two members who do meet such standards.

Although we have not yet determined to avail ourselves of this or other exemptions from

Nasdaq requirements that are or may be afforded to smaller reporting companies, while we will seek to maintain our shares on Nasdaq in

the future we may elect to rely on any or all of them.

By electing to utilize any such exemptions, our company may be subject to greater

risks of poor corporate governance, poorer management decision-making processes, and reduced results of operations from problems in our

corporate organization.

Consequently, our stock price may suffer, and there is no assurance that we will be able to continue to meet

all continuing listing requirements of Nasdaq from which we will not be exempt, including minimum stock price requirements.

As a “controlled company” under

the rules of Nasdaq, we may choose to exempt our company from certain corporate governance requirements that could have an adverse effect

on our public stockholders.

Under Nasdaq’s rules, a company of which

more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect

not to comply with certain corporate governance requirements, including, without limitation, (i) the requirement that a majority of the

board of directors consist of independent directors, (ii) the requirement that the compensation of our officers be determined or recommended

to our board of directors by a compensation committee that is comprised solely of independent directors, and (iii) the requirement that

director nominees be selected or recommended to the board of directors by a majority of independent directors or a nominating committee

comprised solely of independent directors.

In our initial public offering, we offered and

sold shares of Class B Common Stock to public investors (see Item 1.

“ Business – Corporate Structure and History –

Initial Public Offering and Underwriting Agreement ”).

AEH owns all of the 7,532,029 shares of our outstanding Class

A Common Stock, which amounts to 75,320,290 votes.

The shares of Class A Common Stock held by AEH are controlled by its officers and

board of managers, all of whom are also some of our officers and directors.

Following the initial public offering and as of the date

of this Annual Report, there are 7,513,971 shares of Class B Common Stock issued and outstanding, 1,547,565 of which are held by officers

and directors as a result of (i) grants of restricted stock under the Plan that were made pursuant to such officers and directors’

employment or consulting agreements and (ii) the conversion of shares of Class A Common Stock into shares of Class B Common Stock upon

transfer of such shares to such officers and directors as the former indirect beneficial owners of such shares.

Stockholders that are

not officers and directors therefore currently own 5,966,406 shares of Class B Common Stock, representing approximately 7.2% of total

voting power.

Combining their control of AEH’s shares of Class A Common Stock and their Class B Common Stock, our officers and

directors collectively maintain controlling voting power in the Company based on having approximately 92.8% of all voting rights.

a result, we are a “controlled company” under Nasdaq’s rules.

Although we currently do not intend to rely on

the “controlled company” exemption, we could elect to rely on this exemption in the future.

If we elected to rely on the

“controlled company” exemption, a majority of the members of our board of directors might not be independent directors and

our nominating and corporate governance and compensation committees might not consist entirely of independent directors.

Our status as

a controlled company could cause our Class B Common Stock to look less attractive to certain investors or otherwise harm our trading

committee composed solely of directors meeting certain enhanced independence standards, as long as the compensation committee has at least

two members who do meet such standards.

Although we have not yet determined to avail ourselves of this or other exemptions from Nasdaq

requirements that are or may be afforded to smaller reporting companies, while we will seek to maintain our shares on Nasdaq in the future

we may elect to rely on any or all of them.

By electing to utilize any such exemptions, our company may be subject to greater risks of

poor corporate governance, poorer management decision-making processes, and reduced results of operations from problems in our corporate

organization.

Consequently, our stock price may suffer, and there is no assurance that we will be able to continue to meet all continuing

listing requirements of Nasdaq from which we will not be exempt, including minimum stock price requirements.

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

Item 1A. Risk Factors