What changed in this filing

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Item 1. Legal Proceedings

2025-05-09 compared with 2024-11-12 · 9 added, 110 removed, 13 unchanged (90% of the section changed)

Legal Proceedings

“Litigation”)

reorganization

organization in 2021

(the “Plaintiffs”)

“Defendants”), in the Circuit Court, Eleventh Judicial Circuit for Miami-Dade County, Florida (the “Court”) (Benes et al.

shares of Class C and Class D preferred stock was exchanged for shares of Class A voting common stock in the

“Exchange Transaction”),

the Plaintiffs

not permitted

Bank’s Articles

of Incorporation,

(ii) breached

Plaintiffs sought the

Court to certify the

action as a class

action and to award

damages in an

proven at trial.

The Plaintiffs sought damages exceeding $750,000

plus attorney’s fees and costs

as well as such other relief as the Court

determined to award.

The Defendants filed a motion to dismiss the Litigation with

prejudice (the “Motion”).

On December 27, 2023, the Court,

after reviewing

the Plaintiff’s response

the Defendant’s reply

oral arguments presented

judgment in favor

of the Defendants

(the “Order”).

reserved jurisdiction to award

costs or grant

any post-judgment

Plaintiffs filed

District Court

of Appeal for

Florida (the “Appellate

an appeal (the “Appeal”),

appealing the issuance

of the Order and

seeking a reversal

of the Order.

The Plaintiffs claimed

the Court erred by

concluding (i) the Exchange Transaction was not

ultra vires, and (ii)

that the Legacy Shareholders (which

includes the Plaintiffs)

lacked direct standing.

The Plaintiffs

filed their initial

brief and the

Defendants filed

their answer brief

(“Answer Brief”) responding

to the allegations

contained in the

The Plaintiffs

have the ability

responding to

the Defendant’s

The Plaintiff’s

have requested oral argument.

The Company believes

that the positions

in the Appeal

and factually without

merit, and it

intends to vigorously

counterclaims

Furthermore, there

secure coverage

insurance carriers

connection with

defending against

The Appellate

Plaintiff’s motion

reverse the Order and remand the case to the Court.

individually or

aggregate, would

material adverse

consolidated results

of operations,

us, including

aforementioned Appeal

regarding the

Exchange Transaction,

adverse effect

on the period

or litigation

are resolved.

regardless of

ultimate outcomes,

costly, divert management’s

attention and may materially adversely affect our

reputation, even if resolved in our favor.

foregoing, we

and litigation

applicable regulations, competition

laws and consumer

protection laws, as

well as claims or

litigation relating to

intellectual property,

securities, breach of contract

to defend ourselves vigorously

against any pending

or future claims and litigation.

We are not currently subject to any material legal proceedings.

We are from time to time subject to claims and litigation

violation of banking and other applicable regulations, competition

law, labor laws and consumer

protection laws, as well as

to intellectual

securities, breach

defend ourselves

vigorously against any pending or future claims and litigation.

There can be no

11 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 1. Legal Proceedings