What changed in this filing

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Item 1A. Risk Factors

2024-08-14 compared with 2024-05-15 · 77 added, 9 removed, 3 unchanged (97% of the section changed)

Investing in our Ordinary Shares involves a high degree of risk.

should carefully consider the risks and uncertainties described below, together with all of the other information in this Quarterly Report

as well as those risk factors previously disclosed in our Annual Report.

Any of these factors could result in a material adverse effect

on our results of operations or financial condition.

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

may also impair our business or results of operations.

We may disclose changes to such risk factors or disclose additional risk factors

from time to time in our future filings with the SEC.

in our Common Stock involves a high degree of risk.

These risks are more fully described in the section titled “Risk Factors”

included in our prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act on August 9, 2024 (the “Prospectus”)

in addition to the information in this Quarterly Report.

Any of these factors could result in a material adverse effect on our results

of operations or financial condition.

A summary of these risk factors that could materially and adversely affect our business, financial

condition, operating results and prospectus include the following:

limited history makes it difficult to evaluate our business and prospects and may increase

the risks associated with your investment.

management has identified conditions that raise substantial doubt about our ability to continue

as a going concern.

are a development stage company, and there is no guarantee that our development will result

in the commercial production of lithium from brine sources.

of lithium feedstock may prove to be non-viable, which could have material adverse impact

on our business and operations.

if we are successful in completing all initial phases and the first commercial production

at our large central refinery optimized for multiple inputs of lithium brine inputs (the

“Facility”) in Oklahoma and consistently produce battery-grade lithium on a commercial

scale, we may not be successful in commencing and expanding commercial operations to support

the growth of our business.

products may not qualify for use for our intended customers.

and other obstacles may prevent the successful completion of our Facility.

can be highly combustible, and if we have incidences, it could adversely impact us.

lithium brine industry includes well capitalized players.

producers could disrupt the market and be able to provide products cheaper than the Company.

may be unable to qualify for existing federal and state level grants and incentives and the

grants and incentives may not be released to us as quickly or efficiently as we anticipate

success as a company producing battery-grade lithium and related products depends to a great

extent on the capabilities of our partners for lithium extraction from brine and our ability

to secure capital for the implementation of brine processing plants.

in technology or other developments could adversely affect demand for lithium compounds or

result in preferences for substitute products.

development of our lithium refinery is highly dependent upon the currently projected demand

for and uses of lithium-based end products.

future growth and success are dependent upon consumers’ demand for electric vehicles

in an automotive industry that is generally competitive, cyclical and volatile.

may be unable to successfully negotiate final, binding terms related to our current non-binding

memoranda of understanding and letters of intent for supply and offtake agreements, which

could harm our commercial prospects.

future business prospects could be adversely affected if we are unable to enter into definitive

agreements relating to contemplated joint ventures with Usha Resources Inc.

and IGX Minerals

and, if such agreements are in fact completed, there can be no assurance that the required

financing for such joint ventures will be available, that their respective projects will

be completed in a timely manner, or that they will ultimately be successful.

we fail to adequately protect our intellectual property or technology (including any later

developed or acquired intellectual property or technology), our competitive position could

be impaired and we may lose valuable assets, generate reduced revenue and incur costly litigation

to protect our rights.

reduction or elimination of government subsidies and economic incentives for alternative

energy technologies, or the failure to renew such subsidies and incentives, could reduce

demand for our products, lead to a reduction in our revenues, and adversely impact our operating

results and liquidity.

identified material weaknesses in our internal control over financial reporting.

unable to remediate these material weaknesses or if we experience additional material weaknesses

or other deficiencies in the future or otherwise fail to maintain an effective system of

internal control over financial reporting, we may not be able to accurately or timely report

our financial results, which could result in loss of investor confidence and adversely impact

our stock price.

active trading market for Common Stock may never develop or be sustained, which may make

it difficult to sell the shares of Common Stock you receive.

Company’s certificate of incorporation and bylaws, which became effective on July 8,

2024, provide for a classified board of directors, with directors serving staggered three-year

terms, which could make it more difficult for stockholders to replace a majority of the directors.

is no guarantee that the Warrants will ever be in the money, and they may expire worthless.

may redeem your unexpired Warrants prior to their exercise at a time that is disadvantageous

to you, thereby making your warrants worthless.

have been no material changes to the risk factors set forth in the Prospectus, which are incorporated herein by reference.

risk factors described in this report and in the Prospectus are not the only risks that we face.

Additional risk factors not presently

known to us or that we currently deem immaterial may also impair our business or results of operations.

If any such risks materialize,

it could have a material adverse effect on our business, financial condition, results of operations, and growth prospects and cause the

trading price of our Common Stock to decline.

We may disclose changes to such risk factors or disclose additional risk factors from time

to time in our future filings with the SEC.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

2 unchanged sentences

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

What changed 10-Q

Item 1A. Risk Factors