| Page |
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| PART I |
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| ITEM 1. Business | 3 |
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| Item 1A. Risk Factors | 14 |
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| Item 1B. Unresolved Staff Comments | 44 |
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| Item 1C. Cybersecurity | 44 |
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| Item 2. Properties | 46 |
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| Item 3. Legal Proceedings | 46 |
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| Item 4. Mine Safety Disclosures | 46 |
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| PART II |
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| Item 6. Selected Financial Data | 47 |
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| Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 47 |
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| Item 7A. Quantitative and Qualitative Disclosures About Market Risk | 52 |
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| Item 8. Financial Statements and Supplementary Data | 52 |
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| Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 52 |
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| Item 9A. Controls and Procedures. | 52 |
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| Item 9B. Other Information | 53 |
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| Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 53 |
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| PART III |
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| Item 10. Directors, Executive Officers and Corporate Governance | 54 |
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| Item 11. Executive Compensation | 54 |
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| Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters | 54 |
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| Item 13. Certain Relationships and Related Transactions, and Director Independence | 54 |
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| Item 14. Principal Accountant Fees and Services | 54 |
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| PART IV |
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| Item 15. Exhibits, Financial Statement Schedules | 55 |
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY
This annual report on Form 10-K (this “Report”), including, without limitation, statements under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “potential,” “projects,” “predicts,” “continue,” or “should,” or, in each case, their negative or other variations or comparable terminology.
The forward-looking statements contained in this Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the following risks, uncertainties (some of which are beyond our control) or other factors:
| • | the failure to realize the anticipated benefits of the Business Combination; |
| • | our ability to maintain the list of our securities on Nasdaq; |
| • | the attraction and retention of qualified directors, officers, employees and key personnel; |
| • | our need for additional capital and whether additional financing will be available on favorable terms, or at all; |
| • | the lack of a market for our Common Stock and the volatility of the market price and trading price for our Common Stock and Public Warrants; |
| • | our limited operating history; |
| • | the length of our sales cycle and the time and expense associated with it; |
| • | our ability to grow our customer base; |
| • | our dependency upon third-party service providers for certain technologies; |
| • | competition from other companies offering artificial intelligence products that have greater resources, technology, relationships and/or expertise; |
| • | our ability to compete effectively in a highly competitive market; |
| • | our ability to protect and enhance our corporate reputation and brand; |
| • | our ability to hire, retain, train and motivate qualified personnel and senior management and our ability to deploy our personnel and resources to meet customer demand; |
| • | our ability to grow through acquisitions and successfully integrate any such acquisitions; |
| • | the impact from future regulatory, judicial, and legislative changes in our industry; |
| • | increases in costs, disruption of supply or shortage of materials, which could harm our business; |
| • | our ability to successfully maintain, protect, enforce and grow our intellectual property rights; |
| • | our future financial performance ,including the ability of future revenues to meet projected annual bookings; |
| • | our ability to forecast and maintain an adequate rate of revenue growth and appropriately plan our expenses; |
| • | our ability to generate sufficient revenue from each of our revenue streams; or |
| • | the other risks and uncertainties discussed in “Risk Factors” and elsewhere in this Report. |
The forward-looking statements contained in this Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the section of this Report entitled “Risk Factors.”
Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
