What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-14 compared with 2026-05-15 · 162 added, 166 removed, 175 unchanged (65% of the section changed)

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of Our Business

historical mission has been to provide our customers more time for the rest of their lives by providing convenient and high-quality travel

by using the right aircraft for the mission and by developing proprietary technology designed to make the travel experience more seamless.

Our revenue is generated through airplane sales and software-as-a-service subscriptions.

September 2024, we entered into an agreement with flyExclusive, a leading provider of private jet charter services, to transition our

Volato is an aviation company advancing the industry with innovative solutions in aviation software and on-demand flight access.

Historically,

we generated revenue through our aircraft ownership program.

This program was a focused commercial strategy including deposit products,

charter flights, and aircraft management services.

Our aviation experience led to the development of our proprietary software, products,

and applications – “Mission Control”, “Vaunt”, and “Parslee”.

Mission Control drives efficiency

across operations and supports operators in managing fractional ownership, charter, and other services, Vaunt is an experiential private

aviation platform that connects travelers to private, empty leg flights, and Parslee is a document intelligence platform that enhances

the performance of leading large language models (“LLMs”) by adding deterministic structure and auditability to complex documents

such as contracts and SEC filings.

With a commitment to advanced technology and customer-focused solutions, we are seeking to build scalable

tools to elevate service quality and operational effectiveness in private aviation.

In September 2024, we announced an agreement with flyExclusive, Inc.

(“flyExclusive”) to transition the management of our

aircraft ownership program fleet operations to flyExclusive.

This move was intended to bring substantial cost savings and provide Volato

with the opportunity to focus on what it believes to be its high-growth areas, including aircraft sales and products and services utilizing

our proprietary software.

Volato sought to benefit from the margins on aircraft sales without the burden of operational costs, while

also generating revenue from its proprietary software, including the Vaunt platform, Volato’s empty leg consumer app.

In the fourth

quarter of 2024, we transferred the aircraft lease agreements to flyExclusive and have no further obligations under the aircraft lease

agreements or control over such flight operations.

Items related to our aircraft ownership program fleet operations are included in discontinued

Our management expects that this arrangement will provide substantial cost

savings to the Company and allow us to focus on high-growth proprietary software sales.

July 28, 2025, the Company entered into the Merger Agreement with Merger Sub and M2i, pursuant to which Merger Sub will merge with and

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stockholders and various other customary closing conditions.

M2i’s business focuses on providing its partners with access to turnkey

solutions, facilitating expanded business opportunities, securing offtake agreements, influencing strategic government policy, and engaging

with aligned organizations and laboratories.

M2i specializes in the development and execution of a complete global value supply chain

for critical minerals, including the creation of a private critical minerals reserve.

Upon consummation of the Merger it is currently

expected that M2i’s stockholders will own approximately 85% of the combined company.

July 2025, the Company began development of an enterprise AI “Artificial Intelligence” platform that deploys autonomous agents

within Microsoft 365 environments to automate workflows, synthesize information across systems, and execute multi-step business processes;

the platform includes optional deterministic document processing capabilities for applications requiring enhanced reliability and auditability,

such as contract analysis and regulatory filings.

October 16, 2025, pursuant to the Securities Purchase Agreement the Company issued a fourth tranche Convertible Note in the principal

amount of $2.2 million for a purchase price of $2.0 million, representing an original issue discount of ten percent (10%).

The Convertible

Note matures on October 16, 2026.

October 1, 2025, the Company entered into a Fourth Amendment (the “Amendment”) to Aircraft Management Services Agreement

(as amended the “Agreement”) with flyExclusive to bring the Agreement in line with Company’s anticipated shift in operations,

new business directives, and to better accommodate the proposed Merger with M2i.

The Amendment served to, (i) modify the term of the

(ii) grant flyExclusive, subject to certain terms and conditions, the right to purchase certain aviation-related assets from

the Company and assume certain obligations of the Company (the “flyExclusive Asset Option”);

(iii) grant the Company, subject

to certain terms and conditions, the right to sell certain aviation-related assets to flyExclusive and assign certain obligations of

the Company to flyExclusive (the “Company Asset Option,” and collectively with the flyExclusive Asset Option, the “Asset

(iv) obligate flyExclusive to pay the Company $100,000 upon execution of the Amendment as settlement of net payables

owed by flyExclusive to the Company under the terms of the Agreement (the “Net Payables Obligation”);

and (v) modify the

material terms of flyExclusive’s right to cause the Company to merge with and into a wholly owned subsidiary of flyExclusive (the

“flyExclusive Merger Option”), including that the flyExclusive Merger Option is to be only exercisable in the event that

the Company and M2i terminate the Merger Agreement.

The purchase price for the Asset Options and the Net Payables Obligations may be

paid by flyExclusive in cash or shares of flyExclusive Class A common stock, at the sole discretion of flyExclusive.

flyExclusive elected

to pay the Net Payables Obligation by issuing the Company 20,576 shares of Class A common stock.

consideration for the execution of the Amendment, flyExclusive agreed to pay $2,000,000 to the Company, in cash or shares of flyExclusive

Class A common stock, in exchange for the right to receive either (i) the net proceeds that the Company receives from the sale of a certain

G280 aircraft, which is expected to be delivered to the Company pursuant to an existing agreement (the “G280 Agreement”)

with Gulfstream Aerospace Corporation (“Gulfstream”), or (ii) if, and only if, Gulfstream provides written consent, assignment

of the G280 Agreement from the Company to flyExclusive subject to the execution of an asset purchase agreement relating solely to the

transfer of the G280 Agreement.

flyExclusive elected to pay all of the $2,000,000 in shares of its Class A common stock and issued an

aggregate of 411,523 shares of its Class A common stock to the Company.

December 16, 2025 the Company announced a stock dividend of shares of flyExclusive stock to Volato shareholders of record as of December

On June 4, 2026, the Company delivered written notice to M2i terminating the Merger Agreement and abandoning the transactions contemplated

2025, the Company announced a stock dividend of shares of flyExclusive stock to Volato shareholders of record as of December

The dividend was effected in January 2026.

March 6, 2026, the Company signed amendment number five to the Agreement with flyExclusive, pursuant to which the Company sold certain

unused intellectual property assets for $1.3 million payable in cash or shares of flyExclusive’s Class A common stock.

represent a portion of the total assets which were anticipated to be sold under one of the Asset Options as described above.

the sale of the intellectual property assets pursuant to the fifth amendment, there is $700,000 in remaining assets that may be sold

to flyExclusive under the terms of the Agreement, as amended.

May 7, 2026, the shareholders of the Company approved the Merger.

March 6, 2026, the Company signed amendment number five to the Aircraft Management Services Agreement with flyExclusive, pursuant to

which the Company sold certain unused intellectual property assets for $1.3 million payable in cash or shares of

flyExclusive’s Class A common stock.

Such assets represent a portion of the total assets which were anticipated to be sold

under one of the Asset Options as described above.

Following the sale of the intellectual property assets pursuant to the fifth

amendment, there is $700,000 in remaining assets that may be sold to flyExclusive under the terms of the Aircraft Management

Services Agreement, as amended.

June 7, 2026, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) for the sale by the

Company of 6,500,000 shares of the Company’s common stock.

The Company received gross proceeds of $2.1 million from the

Under the Purchase Agreement the Company also divested its 411,523 shares of flyExclusive Class A common stock the Company

had acquired under the terms of the Fourth Amendment to Aircraft Management Services Agreement it entered into in October

June 28, 2026, the Company entered into a securities purchase agreement, dated June 27, 2026,

for the sale by the Company of an aggregate of 11,038,767 shares of the Company’s Class A common stock.

The Company received gross

proceeds of $1.82 million.

Factors Affecting Results of Operations

believe that the below key factors have affected our financial condition and results of operations and may continue to have a significant

In addition, upon closing the Merger our financial condition and results of operations will be impacted by those of M2i and its

2025, we took delivery of three Gulfstream G280 aircraft, which were delivered and sold to third parties.

We do not expect to take

delivery of additional aircraft in 2026.

We have not and do not expect

to take delivery of additional aircraft in 2026.

and Expense Management

2022 and 2023, we invested in the core business systems, processes and people required to safely operate a growing, publicly traded private

2022 and 2023, we invested in the core business systems, processes and people required to operate a, publicly traded private

aviation company.

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areas, including aircraft sales and proprietary software.

We have benefited from the margins on aircraft sales without the burden of

operational costs, while also generating revenue from our proprietary software, including the Vaunt platform, our empty leg consumer

We benefited from the margins on aircraft sales without the burden of operational

costs, while also generating revenue from our proprietary software, including the Vaunt platform, our empty leg consumer app.

private aviation industry is volatile and affected by economic cycles and trends.

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of Operations

of three months ended March 31, 2026 and 2025

following table sets forth our results of operations for the three months ended March 31, 2026 and 2025 (in thousands, except percentages):

Three Months Ended March 31,

of three and six months ended June 30, 2026 and 2025

following table sets forth our results of operations for the three and six months ended June 30, 2026 and 2025 (in thousands, except

percentages):

Ended June 30,

Six Months Ended June 30,

Costs and expenses:

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Other income, net

Gain on sale of asset

Loss from change in fair value of financial instruments

Gain (loss) on sale of asset

Gain (Loss) from change in fair value of financial instruments

Gain from reversal of Investment in M2i

Interest income (expense), net

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consists of the following (in thousands, except percentages):

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Aircraft sales

decreased by $25.1 million for the three months ended March 31, 2026, compared to the three months ended March 31, 2025.

in revenue was the result of a decrease in aircraft sales of $25.0 million, as we did not take delivery of aircraft during the year,

and an increase in subscription based revenue of $0.6 million during the three months ended March 31, 2026 compared to the prior year

decreased by $23.9 million for the three months ended June 30, 2026, compared to the three months ended June 30, 2025.

The decrease in

revenue was the result of a decrease in aircraft sales of $24.5 million, as we did not take delivery of aircraft during 2026, and

an increase in subscription based revenue of $0.6 million during the three months ended June 30, 2026 compared to the prior year period.

The increase in subscription based revenues is attributable to our Vaunt platform.

decreased by $48.4 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

The decrease in revenue

was the result of a decrease in aircraft sales of $49.6 million, as we did not take delivery of aircraft during 2026, and an increase

in subscription based revenue of $1.2 million during the six months ended June 30, 2026 compared to the prior year period.

in subscription based revenues is attributable to our Vaunt platform.

of revenue comprises expenses tied to the associated revenue streams:

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of revenue consists of the following (in thousands, except percentages):

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Aircraft sales

of revenue decreased by $20.9 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

The decrease in cost of revenue was primarily a result of a decrease in aircraft sales as we purchased and took delivery of one

aircraft during the three months ended March 31, 2025.

of revenue decreased by $20.8 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025.

decrease in cost of revenue was primarily a result of a decrease in aircraft sales as we purchased and took delivery of one aircraft

during the three months ended June 30, 2025.

of revenue decreased by $41.5 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

decrease in cost of revenue was primarily a result of an increase in aircraft sales as we took delivery of our second and third

Gulfstream G280 aircraft during 2025.

general and administrative

general and administrative expenses increased by $1.1 million for the three months ended March 31, 2026, compared to the three months

ended March 31, 2025.

The increase in selling, general and administrative is primarily related to a $0.5 million increase in accounting,

legal and other professional fees as we work toward the merger with M2i, a $0.4 million increase related to professional fees and software

development for our Vaunt platform and $0.2 million increase in salaries and wages for our Parslee platform.

general and administrative expenses increased by $0.3 million for the three months ended June 30, 2026, compared to the three months

ended June 30, 2025.

The increase in selling, general and administrative is primarily related to a $0.6 million increase in a legal

settlement accrual, a $0.2 increase in professional fees, a $0.1 increase in salaries and benefits, offset by a decrease of $0.6

million of stock based compensation expense.

general and administrative expenses increased by $1.4 million for the six months ended June 30, 2026 compared to the six months

ended June 30, 2025.

The increase in selling, general and administrative is primarily related to $1.0 million in professional, legal

and accounting fees, $0.6 million increase in a legal settlement accrual, a $0.3 million increase in salaries and benefits, a $0.2

million increase in advertising and marketing offset by a $0.6 million decrease in stock based compensation.

(loss) on change in fair value of financial instruments

the three months ended March 31, 2026, the loss on the change in fair value of financial instruments relates to a non-cash loss on

the Investment in M2i share exchange of $0.8 million, a loss on the Investment of flyExclusive of $174 thousand, a loss on the fair

value of the aviation asset of $0.3 million and a loss on the change in the fair value of the Convertible Notes of $60 thousand.

the three months ended March 31, 2025, the loss on the change in fair value of financial instruments relates to the fair value adjustment

on the 2024 Convertible Notes resulting in a non-cash loss of $0.8 million during the three months ended March 31, 2025.

the three months ended June 30, 2026, the loss on the change in fair value of financial instruments relates to a non-cash loss on

the Investment in M2i share exchange of $0.2 million.

the six months ended June 30, 2026, the loss on the change in fair value of financial instruments relates to a non-cash loss of $0.5

million on the remaining Investment in M2i, $0.3 million related to the fair value of the aviation asset and a $0.2 million loss on

the fair value of the Investment in flyExclusive.

Gain from reversal of M2i Investment

from the reversal of M2i Investment consist of the reversal of the original losses booked from the Investment in M2i due to the cancellation

of Share Purchase agreements with two investors.

on sale of asset

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Income (expense), Net

income (expense) net, primarily consists of interest related to the note receivable and the sale of the GC Aviation, Inc in March

income (expense) net, primarily consists of interest related to the note receivable and the sale of GC Aviation, Inc., in March 2025.

income (expense), net primarily consists of interest related to our aircraft brokerage and services agreement with OgaraJets LLC and

the pre-delivery payment agreement with SAC Leasing G280 LLC as of March 31, 2025.

the pre-delivery payment agreement with SAC Leasing G280 LLC as of June 30, 2025.

and Capital Resources

principal sources of liquidity have historically consisted of financing activities, including proceeds from the issuance of stock, borrowings

principal sources of liquidity have historically consisted of financing activities, including borrowings

under our credit facilities, and proceeds from sales of debt and equity securities.

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to our software application.

As of March 31, 2026, we had $2.0 million of cash and cash equivalents.

As of June 30, 2026, we had $8.4 million of cash and cash equivalents.

primary needs for liquidity are to fund working capital, debt service requirements, and for general corporate purposes.

believe the primary factors that could affect our liquidity include whether the closing conditions under the Securities Purchase Agreement

are met (or waived) such that we are able to issue one or more additional convertible notes under that arrangement, our ability to raise

additional funds on favorable terms, the timing and extent of spending on software development and other growth initiatives, our ability

to manage our expense, and overall economic conditions.

To the extent that our current liquidity is insufficient to fund future activities,

we will need to raise additional capital.

We may attempt to raise additional capital through the sale of equity securities, through debt

financing arrangements, or both.

Raising additional capital by issuing equity securities will dilute the ownership of existing stockholders.

The occurrence of additional debt financing would result in debt service obligations, and any future instruments governing such debt

could provide for operating and financing covenants that could restrict our operations.

In the event that additional capital is required

from outside sources, we may not be able to raise it on terms acceptable to us or at all.

believe the primary factors that could affect our liquidity include, our ability to raise additional funds on favorable terms, the timing

and extent of spending on software development and other growth initiatives, our ability to manage our expense, and overall economic

To the extent that our current liquidity is insufficient to fund future activities, we will need to raise additional capital.

We may attempt to raise additional capital through the sale of equity securities, through debt financing arrangements, or both.

additional capital by issuing equity securities will dilute the ownership of existing stockholders.

The occurrence of additional debt

financing would result in debt service obligations, and any future instruments governing such debt could provide for operating and financing

covenants that could restrict our operations.

In the event that additional capital is required from outside sources, we may not be able

to raise it on terms acceptable to us or at all.

for our 2025 fiscal year, we have historically incurred negative cash flows from operating activities and significant losses from operations.

Management believes that its current cash position, along with proceeds from future debt and/or equity financings, when combined with

Management believes that our current cash position, along with proceeds from future debt and/or equity financings, when combined with

prudent expense management, will allow the Company to continue as a going concern and to fund its operations for at least one year from

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Company’s ability to continue as a going concern.

following table summarizes our cash flows for the three months ended March 31, 2026, and 2025 (in thousands):

Three Months Ended March 31,

Net cash used in operating activities

following table summarizes our cash flows for the six months ended June 30, 2026, and 2025 (in thousands):

Six Months Ended June 30,

Net cash (used in) provided by operating activities

Net cash (used in) provided by investing activities

Net cash used in financing activities

Net decrease in cash and restricted cash

Net cash provided by financing activities

Net increase in cash and restricted cash

Flow from Operating Activities

cash used in operating activities for the three months ended March 31, 2026 was $2.5 million.

The cash outflow from operating activities

consisted of our net loss of $2.6 million, non-cash items of $0.4 million, a change in net operating assets and liabilities of $0.3 million

and a change in net assets and liabilities for discontinued operations of $0.2 million.

The change in net operating assets and liabilities

was primarily a result of an increase in prepaid and other current assets of $0.6 million, an increase in member deposits and deferred

revenue of $0.6 million and an increase in contract assets of $0.2 million.

cash used in operating activities for the three months ended March 31, 2025 was $0.3 million.

The cash outflow from operating activities

consisted of our net income of $0.4 million, non-cash items of $1.1 million, a change in net operating assets and liabilities of $0.3

million, and a change in net assets and liabilities for discontinued operations of $1.5 million.

The change in net operating assets and

liabilities was primarily as a result of a decrease in customer deposits and deferred revenue of $2.1 million and a decrease in deposits

of $1.8 million.

cash used in operating activities for the six months ended June 30, 2026 was $2.9 million.

The cash outflow from operating

activities consisted of our net loss of $4.7 million, non-cash items of $0.1 million, a change in net operating assets and

liabilities of $1.7 million and a change in net assets and liabilities for discontinued operations of $0.3 million.

The change in

net operating assets and liabilities was primarily a result of an increase in deferred revenue and customer deposits of $1.8

million, prepaid and other current assets of $0.2 million, an increase in contract assets, net of $0.5 million, and

an increase in account payable and accrued liabilities of $0.5 million, as they are no longer included in discontinued

The change in net assets and liabilities for discontinued operations for the six months ended June 30, 2026 was $0.2

cash provided by operating activities for the six months ended June 30, 2025 was $0.5 million.

The cash inflow from operating activities

consisted of our net income of $4.1 million, non-cash items of $2.4 million, and a change in net operating assets and liabilities of

$2.6 million.

The change in net operating assets and liabilities was primarily as a result of a decrease in customer deposits and deferred

revenue of $1.5 million and accounts payable and accrued liabilities of $0.9 million, offset by a decrease in deposits of $5.2 million.

The change in net assets and liabilities for discontinued operations for the six months ended June 30, 2025 was $3.7 million.

Flow from Investing Activities

cash used in investing activities for the three months ended March 31, 2026 was $0.2 million.

The cash flow from investing activities

consisted of the purchase of property and equipment.

cash provided by investing activities for the three months ended March 31, 2025 was $21 thousand.

cash used in investing activities for the six months ended June 30, 2026 was $0.4 million.

The cash flow from investing activities consisted

of the purchase of property and equipment.

cash provided by investing activities for the six months ended June 30, 2025 was $30 thousand.

The cash flow from investing activities

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Flow from Financing Activities

cash used in financing activities for the three months ended March 31, 2026 was $46 thousand.

cash provided by financing activities for the six months ended June 30, 2026 was $7.0 million.

Cash flow provided by financing activities

consisted of proceeds from the at the market offering of $3.6 million, proceeds from the PIPE offering of 2.2 million and proceeds from

the registered direct offering of 1.6 million cash received and $0.2 million receivable, offset by cost of share issuance of $0.4 million.

cash provided by financing activities for the six months ended June 30, 2025 was $141 thousand.

Cash flow used in financing activities

consisted primarily of the issuance of costs of share issuances.

cash used in financing activities for the quarter ended March 31, 2025 was $1.1 million.

Cash flow used in financing activities consisted

of the repayment on loans of $1.1 million.

date, we have financed our operations primarily as a result of the 2023 business combination, sales of preferred stock, borrowings

of long-term and short-term debt, loans and convertible notes.

As of March 31, 2026, we had negative working capital of

approximately $2.5 million and our primary source of liquidity was cash totaling $1.9 million.

Based on our recent trends, we expect

to fund our operations in 2026 from our cash on hand, cash from operations, or one or more sales of convertible promissory notes in

accordance with the Securities Purchase Agreement described in Note 2 and Note 8 to our unaudited financial statements in this

Quarterly Report and potentially additional sales of equity or debt securities (including potential sales of common stock in our

at-the-market sales program described below and elsewhere in this Quarterly Report).

The Company believes it has the ability to

generate and obtain enough cash to meet its obligations for the next 12 months.

Company entered into the pre-delivery payment agreement on October 5, 2022, with SAC Leasing G280 LLC to obtain loans in the

aggregate amount of $40.5 million for the purchase of four (4) Gulfstream G280 aircraft to be delivered in 2024 and 2025.

maturity date was the earlier of the delivery date of the aircraft or September 14, 2025, which is thirty-five (35) months from the

date of funding.

The purchase agreement contracts were assigned to SAC Leasing G280 LLC as collateral on this credit facility.

the third quarter of 2024, $9.0 million was repaid to SAC Leasing G280 LLC as a result of the delivery of the first Gulfstream G280.

In the first quarter of 2025, an additional $19.5 million was repaid to SAC Leasing G280 LLC as a result of the delivery of the

second Gulfstream G280 and the return of $9.0 million in deposits related to the fourth Gulfstream G280.

After the delivery of the

second Gulfstream G280 and the deposit return related to the fourth Gulfstream G280, the outstanding balance of the credit facility

from SAC Leasing G280 LLC was $8.5 million, net.

In the second quarter of 2025, with the delivery of the third G280, the remaining

outstanding balance of the SAC Leasing G280 LLC credit facility was paid in full.

March 27, 2026, the Company entered into an ATM Sales Agreement with Curvature Securities, LLC (the “Agent”), pursuant

to which the Agent will act as the Company’s sole sales agent or principal with respect to the offer and sale from time-to-time

of shares of the Company’s Class A Common Stock, having an aggregate gross sales price of an aggregate of up to $3.7 million.

April 2026, the Company received $3.6 million in net proceeds from the sale of stock under our at-the-market program.

consisted of the repayment on loans of $1.1 million and the proceeds from the second tranche of the convertible note of $1.4 million.

date, we have financed our operations primarily as a result of the 2023 business combination, sales of stock, borrowings of long-term

and short-term debt, loans and convertible notes.

As of June 30, 2026, we had working capital of approximately $0.9 million and our primary

source of liquidity was cash totaling $8.4 million.

Based on our recent trends, we expect to fund our operations in 2026 from our cash

on hand, cash from operations, or one or more sales of equity or debt securities (including potential sales of common stock in our at-the-market

sales program described below and elsewhere in this Quarterly Report).

The Company believes it has the ability to generate and obtain

enough cash to meet its obligations for the next 12 months.

Company entered into the pre-delivery payment agreement on October 5, 2022, with SAC Leasing G280 LLC to obtain loans in the aggregate

amount of $40.5 million for the purchase of four (4) Gulfstream G280 aircraft to be delivered in 2024 and 2025.

The maturity date was

the earlier of the delivery date of the aircraft or September 14, 2025, which is thirty-five (35) months from the date of funding.

purchase agreement contracts were assigned to SAC Leasing G280 LLC as collateral on this credit facility.

In the second quarter of 2025, with the delivery of the third G280, the remaining outstanding balance of the SAC Leasing G280 LLC credit

facility was paid in full.

March 27, 2026, the Company entered into an ATM Sales Agreement with Curvature Securities, LLC (the “Agent”), pursuant to

which the Agent will act as the Company’s sole sales agent or principal with respect to the offer and sale from time-to-time of

shares of the Company’s Class A Common Stock, having an aggregate gross sales price of an aggregate of up to $3.7 million.

2026, the Company received $3.6 million in net proceeds from the sale of stock under our at-the-market program.

The Company does not currently expect to utilize its ATM sales program during the remainer of 2026 due, in part, to limitations imposed

under SEC rules.

June 7, 2026, the Company entered into a Securities Purchase Agreement for the sale by the Company of 6,500,000 shares of the Company’s

Class A common stock.

The Company received gross proceeds of $2.2 million from the offering.

June 27, 2026, the Company entered into a Securities Purchase agreement for the sale by the Company of 11,38,767 shares of the Company’s

Class A common stock.

The Company received gross proceeds of $1.8 million from the offering.

Obligations and Commitments

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The Company’s financial statements have not been impacted by the

JOBS Act as of March 31, 2026.

JOBS Act as of June 30, 2026.

have chosen to rely on the other exemptions and reduced reporting requirements provided by the JOBS Act.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis