What changed in this filing

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Item 1A. Risk Factors

2026-08-14 compared with 2026-05-15 · 36 added, 10 removed, 7 unchanged (87% of the section changed)

Risk Factors.

The risks described under the heading “Risk

Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 could materially and adversely affect our business,

financial condition, results of operations, cash flows, future prospects, and the trading price of our Class A common stock.

and uncertainties described therein are not the only ones we face.

Additional risks and uncertainties that we are unaware of or that we

currently deem immaterial may also become important factors that adversely affect our business.

Except as set forth below, the risks described

under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 could materially and

adversely affect our business, financial condition, results of operations, cash flows, future prospects, and the trading price of our

Class A common stock.

The risks and uncertainties described therein are not the only ones we face.

Additional risks and uncertainties

that we are unaware of or that we currently deem immaterial may also become important factors that adversely affect our business.

Our Class A common stock will be subject

to potential delisting if we do not maintain the listing requirements of Nasdaq.

Our Class A common stock is listed on Nasdaq.

Nasdaq has rules for continued listing, including, without limitation, minimum market capitalization and other requirements.

maintain our listing, or de-listing from Nasdaq, would make it more difficult for shareholders to dispose of our Class A common stock

and more difficult to obtain accurate price quotations on our Class A common stock.

This could have an adverse effect on the price of

our Class A common stock.

Our ability to issue additional securities for financing or other purposes, or otherwise to arrange for any

financing we may need in the future, may also be materially and adversely affected if our Class A common stock is not traded on a national

securities exchange.

On April 23, 2026, the Company received a letter

from the Listing Qualifications Staff of Nasdaq indicating that, based upon the closing bid price of the Company’s Class A common

stock for the last 30 consecutive business days, the Company no longer meets Nasdaq Listing Rule 5550(a)(2), which requires listed companies

to maintain a minimum bid price of at least $1 per share.

Nasdaq Listing Rule 5810(c)(3)(A) provides a compliance period of 180 calendar

days, or until October 20, 2026, in which to regain compliance with the minimum bid price requirement.

If the Company evidences a closing

bid price of at least $1 per share for a minimum of 10 consecutive business days during the 180-day compliance period, the Company will

automatically regain compliance.

In the event the Company does not regain compliance with the $1 bid price requirement by October 14,

2026, the Company may be eligible for consideration of a second 180-day compliance period if the continued listing requirement for market

value of publicly held shares and all other initial listing standards for Nasdaq’s Capital Market is met, other than the minimum

bid price requirement.

In addition, the Company would also be required to notify Nasdaq of its intent to cure the minimum bid price deficiency.

You should carefully read and consider such risks,

together with all of the other information in our Annual Report on Form 10-K for the year ended December 31, 2025, in this Quarterly

Report on Form 10-Q (including the disclosures in the section titled “Management’s Discussion and Analysis of Financial Condition

and Results of Operations” and in our interim condensed consolidated financial statements and related notes), and in the other

documents that we file with the SEC.

together with all of the other information in our Annual Report on Form 10-K for the year ended December 31, 2025, in this Quarterly Report

on Form 10-Q (including the disclosures in the section titled “Management’s Discussion and Analysis of Financial Condition

and Results of Operations” and in our interim condensed consolidated financial statements and related notes), and in the other documents

that we file with the SEC.

Unregistered Sale of Equity Securities,

4 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