Risk Factors.
−Removed: a result of closing of the Business Combination on January 31, 2024, the risk factors previously disclosed Part I, Item 1A of our Annual
−Removed: Report on Form 10-K for the fiscal year ended March 31, 2023 no longer apply.
−Removed: For risk factors relating to our business following the
−Removed: Business Combination, please refer to the section “Risk Factors” in the Proxy Statement/Prospectus with respect to the Business
−Removed: Combination, filed with the SEC on December 29, 2023.
−Removed: Any of these factors could result in a significant or material adverse effect on
−Removed: the Company’s results of operations or financial condition.
−Removed: Additional risk factors not presently known to us or that we currently
−Removed: deem immaterial may also impair the Company’s business or results of operations.
−Removed: We may disclose changes to such factors or disclose
−Removed: additional factors from time to time in the Company’s future filings with the SEC.
+Added: addition to the other information set forth in this report, you should carefully consider the factors set forth below and discussed in
+Added: the section entitled “Risk Factors” in the Form S-1 (file number 333-277068), filed with the SEC on February 14, 2024, which
+Added: are incorporated herein by reference.
+Added: The risks described in such reports are not the only risks facing our Company.
+Added: Additional risks
+Added: and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business,
+Added: financial condition and/or operating results.
+Added: we are unable to maintain compliance with the listing requirements of The Nasdaq Capital Market, our common stock will be delisted from
+Added: The Nasdaq Capital Market which could have a material adverse effect on our financial condition and could make it more difficult for
+Added: shareholders to sell their shares.
+Added: common stock is listed on The Nasdaq Capital Market, and we are therefore subject to its continued listing requirements, including requirements
+Added: with respect to the market value of publicly-held shares, market value of listed shares, minimum bid price per share, and minimum stockholder’s
+Added: equity, among others, and requirements relating to board and committee independence.
+Added: If we fail to satisfy one or more of the requirements,
+Added: we may be delisted from The Nasdaq Capital Market.
+Added: July 15, 2024, we received a deficiency letter from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock
+Added: Market (“Nasdaq”) notifying us that since we had failed to file our Form 10-Q for the period ended March 31, 2024 we no longer
+Added: complied with Nasdaq Listing Rule 5250(c)(1).
+Added: We believe the filing of this report will resolve this deficiency, but there is no assurance
+Added: that we will not incur similar deficiencies in the future.
+Added: from The Nasdaq Capital Market would adversely affect our ability to raise additional financing through the public or private sale of
+Added: equity securities, may significantly affect the ability of investors to trade our securities and may negatively affect the value and
+Added: liquidity of our common stock.
+Added: Delisting also could have other negative results, including the potential loss of employee confidence,
+Added: the loss of institutional investors or interest in business development opportunities.
Unregistered Sales of Equity Securities and Use of Proceeds
+Added: sales of unregistered equity securities during the period have been disclosed on Form 8-K.
Defaults upon Senior Securities
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