SURF AIR MOBILITY INC.

Previous wording

The following discussion and analysis is intended to help the reader understand the Company’s results of operations and financial condition. This discussion and analysis is provided as a supplement to, and should be read in conjunction with, the information included in Item 1. Financial Statements in this Quarterly Report on Form 10-Q. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q, including information with respect to the Company’s plans and strategy for its business, includes forward-looking statements that involve risks and uncertainties. The Company’s actual results and outcomes, and the timing of its results and outcomes, may differ materially from management’s expectations as a result of various factors, including but not limited to those discussed in the section entitled “Special Note Regarding Forward-Looking Statements” included in this Quarterly Report on Form 10-Q, the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 filed with the U.S. Securities and Exchange Commission (“SEC”) on May 11, 2026, and the sections entitled “Risk Factors” included within this Quarterly Report on Form 10-Q and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on March 12, 2026.

Current wording

The following discussion and analysis is intended to help the reader understand the Company’s results of operations and financial condition. This discussion and analysis is provided as a supplement to, and should be read in conjunction with, the information included in Item 1. Financial Statements in this Quarterly Report on Form 10-Q. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q, including information with respect to the Company’s plans and strategy for its business, includes forward-looking statements that involve risks and uncertainties. The Company’s actual results and outcomes, and the timing of its results and outcomes, may differ materially from management’s expectations as a result of various factors, including but not limited to those discussed in the section entitled “Special Note Regarding Forward-Looking Information” included in this Quarterly Report on Form 10-Q, the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the U.S. Securities and Exchange Commission (“SEC”) on May 11, 2026, and the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 filed with the SEC on August 10, 2026, and the sections entitled “Risk Factors” included within this Quarterly Report on Form 10-Q and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on March 12, 2026.

Previous wording

Revenue increased by $2.1 million, or 8%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The increase in revenue was attributable to the following changes in scheduled and on-demand revenues (in thousands, except percentages):

Current wording

Revenue increased by $7.3 million, or 25%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025. The increase in revenue was attributable to the following changes in scheduled and on-demand revenues (in thousands, except percentages):

Previous wording

Scheduled revenue decreased $4.0 million, or 19%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The decrease in scheduled revenue was primarily related to the exiting of unprofitable routes, partially offset by higher completion factors.

Current wording

Scheduled revenue decreased $3.1 million, or 15%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025. The decrease in scheduled revenue was primarily related to the exiting of certain EAS routes, partially offset by higher productivity.

Previous wording

On-Demand revenue increased $6.1 million, or 101%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The increase in on-demand revenue was related to a focus on larger jet charter sales, driving higher average revenue per charter flight, as well as an increase in the number of charter flights flown.

Current wording

On-Demand revenue increased $10.4 million, or 121%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025. The increase in on-demand revenue was related to a focus on larger jet charter sales, driving higher average revenue per charter flight, as well as an increase in the number of charter flights flown.

Previous wording

Cost of revenue increased by $5.4 million, or 22%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The decrease of $1.8 million in scheduled cost of revenue was primarily attributable to a reduction in block hours flown as a result of exiting unprofitable routes, partially offset by higher average fuel costs and investments to improve operations. The increase of $7.2 million in on-demand cost of revenue was primarily associated with achieving higher revenue performance, slightly offset by improving on-demand margins with higher volumes.

Current wording

Cost of revenue increased by $5.8 million, or 21%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025. The decrease of $3.6 million in scheduled cost of revenue was primarily attributable to a reduction in block hours flown as a result of exiting certain EAS routes, partially offset by higher average fuel costs and investments to improve operations. The increase of $9.4 million in on-demand cost of revenue was primarily associated with achieving higher revenue performance, slightly offset by improving on-demand margins with higher volumes.

Previous wording

Technology and development expenses decreased by $1.0 million, or 35%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The decrease in technology and development expense is due to a higher amount of cost capitalization relating to the Company’s Surf O/S platform.

Current wording

Technology and development expenses decreased by $0.9 million, or 39%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025. The decrease in technology and development expense is due to a higher amount of cost capitalization relating to the Company’s Surf O/S platform.

Previous wording

Sales and marketing expenses increased by $1.6 million, or 109%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to increases in external marketing initiatives.

Current wording

Sales and marketing expenses increased by $0.4 million, or 17%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025, primarily due to increases in external marketing initiatives.

Previous wording

General and administrative expenses decreased by $1.1 million, or 9%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The decrease in general and administrative expense was driven primarily by a $1.0 million decrease in stock-based compensation expense.

Current wording

General and administrative expenses increased by $1.0 million, or 9%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025. The increase in general and administrative expense was driven primarily by $1.7 million in severance accruals due to the separation of a former officer of the Company and an increase of $1.6 million in losses on disposal of aircraft. These increases were partially offset by decreases of $1.7 million in employee compensation expenses due to reduced headcount, and a $0.6 million decrease in stock-based compensation expense.

Previous wording

Other expense, net decreased by $2.7 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. This was primarily attributable to a $1.0 million decrease in losses from changes in fair value of financial instruments, primarily due to the impact of changes in price of our common stock on valuations of convertible notes and the GEM Global Yield LLC SCS (“GEM”) mandatory convertible security, and a $2.5 million reduction in interest expense due to restructuring of high interest debt in favor of zero-coupon, convertible, obligations. This was offset by a $0.7 million increase in other expense, primarily driven by a $1.1 million loss on the disposal of aircraft.

Current wording

Other expense, net decreased by $6.3 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. This was primarily attributable to a $4.2 million decrease in losses from changes in fair value of financial instruments, primarily due to the impact of changes in price of our common stock on valuations of convertible notes and the GEM Global Yield LLC SCS (“GEM”) mandatory convertible security during the comparable period in 2025, and a $1.0 million reduction in interest expense due to restructuring of high interest debt in favor of zero-coupon, convertible, obligations.

Previous wording

The increase in net loss of $0.1 million, or less than 1%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, was primarily attributable to an increase in operating loss of $2.9 million, partially offset by a $2.7 million decrease in other expense, net.

Current wording

The decrease in net loss of $6.8 million, or 25%, for the three months ended September 30, 2026 compared to the three months ended September 30, 2025, was primarily attributable to a decrease in operating loss of $0.5 million and the $6.3 million decrease in other expense, net.

Previous wording

Results of the Company’s Operations for the Six Months Ended June 30, 2026 and 2025

Current wording

Results of the Company’s Operations for the Nine Months Ended September 30, 2026 and 2025

Previous wording

The following table sets forth our condensed consolidated statements of operations data for the six months ended June 30, 2026 and 2025 (in thousands, except percentages):

Current wording

The following table sets forth our condensed consolidated statements of operations data for the nine months ended September 30, 2026 and 2025 (in thousands, except percentages):

Previous wording

Revenue increased by $4.2 million, or 8%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The increase in revenue was attributable to the following changes in scheduled and on-demand revenues (in thousands, except percentages):

Current wording

Revenue increased by $11.5 million, or 14%, for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. The increase in revenue was attributable to the following changes in scheduled and on-demand revenues (in thousands, except percentages):

Previous wording

Scheduled revenue decreased $6.3 million, or 16%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The decrease in scheduled revenue was primarily related to the exiting of unprofitable routes, partially offset by higher completion factors.

Current wording

Scheduled revenue decreased $9.5 million, or 16%, for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. The decrease in scheduled revenue was primarily related to the prior exiting of certain EAS routes, partially offset by higher productivity.

Previous wording

On-Demand revenue increased $10.5 million, or 90%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The increase in on-demand revenue was related to a focus on larger jet charter sales, driving higher average revenue per charter flight, as well as an increase in the number of charter flights flown.

Current wording

On-Demand revenue increased $21.0 million, or 103%, for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. The increase in on-demand revenue was related to a focus on larger jet charter sales, driving higher average revenue per charter flight, as well as an increase in the number of charter flights flown.

Previous wording

Cost of revenue increased by $6.6 million, or 14%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The decrease of $4.9 million in scheduled cost of revenue was primarily attributable to a reduction in block hours flown as a result of exiting unprofitable routes, partially offset by higher average fuel costs and investments to improve operations. The increase of $11.5 million in on-demand cost of revenue was primarily associated with achieving higher revenue performance, slightly offset by improving on-demand margins with higher volumes.

Current wording

Cost of revenue increased by $12.2 million, or 16%, for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. The decrease of $8.7 million in scheduled cost of revenue was primarily attributable to a reduction in block hours flown as a result of the prior exiting of certain EAS routes, partially offset by higher average fuel costs and investments to improve operations. The increase of $20.9 million in on-demand cost of revenue was primarily associated with achieving higher revenue performance, slightly offset by improving on-demand margins with higher volumes.

Previous wording

Technology and development expenses decreased by $1.2 million, or 22%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The decrease in technology and development expense is due to a higher amount of cost capitalization relating to the Company’s Surf O/S platform.

Current wording

Technology and development expenses decreased by $2.4 million, or 29%, for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. The decrease in technology and development expenses is due to a higher amount of cost capitalization relating to the Company’s Surf O/S platform.

Previous wording

Sales and marketing expenses increased by $1.9 million, or 62%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily due to an increase in external marketing initiatives.

Current wording

Sales and marketing expenses increased by $2.3 million, or 44%, for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, primarily due to an increase in external marketing initiatives.

Previous wording

General and administrative expenses decreased by $6.0 million, or 25%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The decrease in general and administrative expense was driven primarily by a $2.3 million reduction in short term incentive bonus accruals, a $1.3 million decrease in compensation expense, a $1.5 million decrease in stock-based compensation expense, and a $0.9 million reduction in professional service expenses.

Current wording

General and administrative expenses decreased by $4.4 million, or 13%, for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. The decrease in general and administrative expense was driven primarily by a $3.3 million reduction in short term incentive bonus accruals, a $2.2 million decrease in compensation expense, and a $2.1 million decrease in stock-based compensation expense. These were offset by an increase in severance related expenses of $1.7 million and losses on disposal of aircraft of $1.6 million.

Previous wording

Depreciation and amortization expenses increased by $0.4 million, or 9%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. This was primarily due to overall increases in aircraft depreciation due to capital expenditures subsequent to June 30, 2025.

Current wording

Depreciation and amortization expenses increased by $0.8 million, or 12%, for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. This was primarily due to increases in internal use software associated with the Company’s Surf O/S platform.

Previous wording

Other expense, net increased by $4.3 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. This was primarily attributable to a $8.1 million increase in losses from changes in fair value of financial instruments, primarily due to the impact of changes in price of our common stock on valuations of convertible notes and the GEM mandatory convertible security, and a $1.4 million increase in other expense, primarily driven by non-cash transaction costs. This was partially offset by a $5.2 million decrease in interest expense due to restructuring of high interest debt in favor of zero-coupon, convertible, obligations.

Current wording

Other expense, net decreased by $2.1 million for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. This was primarily attributable to a $6.2 million decrease in interest expense due to restructuring of high interest debt in favor of zero-coupon, convertible, obligations. This was partially offset by a $3.9 million increase in losses from changes in fair value of financial instruments, primarily due to the impact of changes in price of our common stock on valuations of convertible notes and the GEM mandatory convertible security in the comparable period of 2025.

Previous wording

For the six months ended June 30, 2026, net cash used in operating activities was $13.4 million, primarily driven by a net loss of $48.4 million. Operating outflows were partially offset by depreciation and amortization expense of $5.0 million, stock-based compensation expense of $4.1 million, changes in fair value of financial instruments of $10.4 million, increases in accounts payable of $3.7 million, and increases in deferred revenue of $12.2 million.

Current wording

For the nine months ended September 30, 2026, net cash used in operating activities was $34.6 million, primarily driven by a net loss of $68.8 million. Operating outflows were partially offset by depreciation and amortization expense of $7.9 million, stock-based compensation expense of $5.8 million, changes in fair value of financial instruments of $13.6 million, losses on the sale of fixed assets of $1.6 million, non-cash transaction expenses of $1.6 million, and increases in deferred revenue of $4.5 million.

Previous wording

For the six months ended June 30, 2025, net cash used in operating activities was $26.4 million, primarily driven by a net loss of $46.5 million. These operating outflows were partially offset by depreciation and amortization expense of $4.6 million, stock-based compensation expense of $5.7 million, changes in fair value of financial instruments of $2.4 million, and an $8.2 million increase in accounts payable and accrued liabilities.

Current wording

For the nine months ended September 30, 2025, net cash used in operating activities was $45.8 million, primarily driven by a net loss of $73.7 million. Operating outflows were partially offset by depreciation and amortization expense of $7.0 million, stock-based compensation expense of $8.0 million, changes in fair value of financial instruments of $9.8 million and a $4.6 million increase in accounts payable and accrued liabilities.

Previous wording

For the six months ended June 30, 2026, net cash used in investing activities was $11.3 million, an increase of $10.2 million compared to the six months ended June 30, 2025. The increase was driven by an increase of $8.7 million in purchases of property and equipment and internal use software development costs, and compounded by a decrease in proceeds from the sale of fixed assets of $1.5 million.

Current wording

For the nine months ended September 30, 2026, net cash used in investing activities was $12.6 million, an increase of $9.3 million compared to the nine months ended September 30, 2025. The increase was driven by an increase of $8.7 million in purchases of property and equipment and internal use software development costs, and compounded by a decrease in proceeds from the sale of fixed assets of $0.6 million.

Previous wording

For the six months ended June 30, 2026, net cash provided by financing activities was $20.4 million, primarily from $25.0 million in advances under the GEM Share Purchase Agreement (as defined below), $14.3 million in proceeds from equity issuances, and $9.0 million in debt issuances with external and related parties. These were partially offset by $23 million in repayments of borrowings under convertible note agreements.

Current wording

For the nine months ended September 30, 2026, net cash provided by financing activities was $35.5 million, primarily from $29.0 million in advances under the GEM Share Purchase Agreement, $14.3 million in proceeds from equity issuances, and $28.0 million in debt issuances with external and related parties. These were partially offset by $27.8 million in repayments of borrowings under convertible note agreements, $4.4 million in payments under debt agreements with external and related parties, $2.4 million in payments under the HT Side-Letter Agreement and the payment of $1.3 million in debt issuance costs.

Previous wording

The Company has incurred losses from operations, negative cash flows from operating activities and has a working capital deficit. In addition, the Company is currently in default of certain excise and property taxes as well as certain debt obligations. These tax and debt obligations are classified as current liabilities on the Company’s Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025. As discussed in Note 10, Commitments and Contingencies, on May 15, 2018, the Company received a notice of a tax lien filing from the Internal Revenue Service (“IRS”) for unpaid federal excise taxes for the quarterly periods from October 2016 through September 2017 in the amount of $1.9 million, including penalties and interest as of the date of the notice. The Company agreed to a payment plan (the “Installment Plan”) whereby the IRS would take no further action and remove such liens at the time such amounts have been paid. In 2019, the Company defaulted on the Installment Plan. Defaulting on the Installment Plan can result in the IRS nullifying such plan, placing the Company in default and taking collection action against the Company for any unpaid balance. The Company is currently in default of these obligations, with a total outstanding federal excise tax liability, including accrued penalties and interest, of $11.1 million included in accrued expenses and other current liabilities on the Company’s Condensed Consolidated Balance Sheet as of June 30, 2026. The Company has also defaulted on its property tax obligations in various California counties in relation to fixed assets, plane usage and aircraft leases. The Company’s total outstanding property tax liability including penalties and interest is approximately $0.9 million as of June 30, 2026. Additionally, Los Angeles County had previously imposed a tax lien on four of the Company’s aircraft due to the late filing of the Company’s 2022 property tax return. During the year ended December 31, 2025, the Los Angeles County tax liens were released as the Company finalized remediation of the late filing, inclusive of the completion of county audits, and made payments of $1.0 million on all property taxes due to Los Angeles County that were underlying the prior aircraft liens. As of June 30, 2026, the Company was also in default of the Simple Agreements for Future Equity with Token allocation (“SAFE-T”)

Current wording

The Company has incurred losses from operations, negative cash flows from operating activities and has a working capital deficit. In addition, the Company is currently in default of certain excise and property taxes as well as certain debt obligations. These tax and debt obligations are classified as current liabilities on the Company’s Condensed Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025. As discussed in Note 10, Commitments and Contingencies, on May 15, 2018, the Company received a notice of a tax lien filing from the Internal Revenue Service (“IRS”) for unpaid federal excise taxes for the quarterly periods from October 2016 through September 2017 in the amount of $1.9 million, including penalties and interest as of the date of the notice. The Company agreed to a payment plan (the “Installment Plan”) whereby the IRS would take no further action and remove such liens at the time such amounts have been paid. In 2019, the Company defaulted on the Installment Plan. Defaulting on the Installment Plan can result in the IRS nullifying such plan, placing the Company in default and taking collection action against the Company for any unpaid balance. The Company is currently in default of these obligations, with a total outstanding federal excise tax liability, including accrued penalties and interest, of $10.6 million included in accrued expenses and other current liabilities on the Company’s Condensed Consolidated Balance Sheet as of September 30, 2026. In December 2025, the Company submitted a request for reconsideration to the IRS regarding a previously submitted offer-in-compromise (“OIC”) to the IRS, seeking to resolve all consolidated excise tax liabilities. Beginning in September 2026, under the terms of the OIC, all collection actions against the Company, in relation to these matters, will be abated and the Company will be making monthly payments of $85 thousand on historical excise tax liabilities while the IRS is considering the OIC. The Company has also defaulted on its property tax obligations in various California counties in relation to fixed assets, plane usage and aircraft leases. The Company’s total outstanding property tax liability including penalties and interest is approximately $0.9 million as of September 30, 2026. Additionally, Los Angeles County had previously imposed a tax lien on four of the Company’s aircraft due to the late filing of the Company’s 2022 property tax return. During the year ended December 31, 2025, the Los Angeles County tax liens were released as the Company finalized remediation of the late filing, inclusive of the completion of county audits, and made payments of $1.0 million on all property taxes due to Los Angeles County that were underlying the prior aircraft liens. As of September 30, 2026, the Company was also in default of the Simple Agreements for Future Equity with Token allocation (“SAFE-T”) note, where the note matured in July 2019 (see Note 7, Financing Arrangement…

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Previous wording

The Company historically has funded its operations and capital needs primarily through the net proceeds received from the issuance of various debt instruments, convertible securities, related party funding, and preferred and common stock financing arrangements and expects to continue to do so, as available. In particular, as market conditions permit, the Company may raise additional funds through sales of equity (including through the Share Purchase Agreement (the “Share Purchase Agreement”) with GEM) or convertible debt, using proceeds (as available) to strengthen the Company’s balance sheet, among other things.

Current wording

The Company historically has funded its operations and capital needs primarily through the net proceeds received from the issuance of various debt instruments, convertible securities, related party funding, and preferred and common stock financing arrangements and expects to continue to do so, as available. In particular, as market conditions permit, the Company may raise additional funds through sales of equity (including through the Share Purchase Agreement (the “SPA”) with GEM) or convertible debt, using proceeds (as available) to strengthen the Company’s balance sheet, among other things.

Previous wording

During the six months ended June 30, 2026, the Company received net proceeds of $14.3 million through the issuance and sale of 13,575,534 shares of its common stock. Additionally, during the six months ended June 30, 2026, the Company entered into a Securities Purchase Agreement (the “Secured Debentures Purchase Agreement”) with certain affiliates of JGB Partners, L.P. (the “Purchasers”), pursuant to which the Purchasers purchased certain Senior Secured Debentures, with an aggregate face amount of $21.6 million (the “Secured Debentures”), issued by Southern Airways Pacific, LLC and Southern Airways Express, LLC, each a subsidiary of the Company. The initial Secured Debenture with an aggregate principal amount of approximately $7 million was issued on June 30, 2026, and the remaining balance of the Secured Debentures in an amount equal to approximately $14 million will be issued upon satisfaction of certain closing conditions.

Current wording

During the nine months ended September 30, 2026, the Company received net proceeds of $14.3 million through the issuance and sale of 13,575,534 shares of its common stock. Additionally, during the nine months ended September 30, 2026, the Company entered into a Securities Purchase Agreement (the “Secured Debentures Purchase Agreement”) with certain affiliates of JGB Partners, L.P. (the “Purchasers”), pursuant to which the Purchasers purchased certain Senior Secured Debentures, with an aggregate face amount of $21.6 million (the “Secured Debentures”), issued by Southern Airways Pacific, LLC and Southern Airways Express, LLC, each a subsidiary of the Company.

Previous wording

During the six months ended June 30, 2026, the Company received $25.0 million in advances under the Share Purchase Agreement with GEM (the “SPA”), of which $25.0 million had been settled through the issuance of 21,100,000 shares of the Company’s common stock. As of June 30, 2026, the contractual terms allow the Company to make further advances of up to $72.5 million under the SPA. Additionally, the Company has the ability to draw an additional $251.4 million under the SPA, subject to daily volume limitations and GEM’s requirement to hold less than 10% of the fully-diluted shares of the Company. As of June 30, 2026, GEM held 0% of the then fully-diluted shares of the Company. At June 30, 2026, the daily volume limitations under the SPA restricted our ability to take additional draws under the SPA to approximately 33.5 million shares per draw. Additionally, the Company’s ability to draw upon the SPA is contingent on the Company’s common stock being listed on a national exchange. The original termination date of the SPA has been extended from July 2026 to the earlier of (i) January 2, 2028 and (ii) the date which GEM has purchased the Aggregate Limit under the SPA.

Current wording

During the nine months ended September 30, 2026, the Company received $29.0 million in advances under the SPA with GEM, of which $27.4 million had been settled through the issuance of 25,200,000 shares of the Company’s common stock. As of September 30, 2026, the contractual terms allow the Company to make further advances of up to $68.5 million under the SPA. Additionally, the Company has the ability to draw an additional $251.4 million under the SPA, subject to daily volume limitations and GEM’s requirement to hold less than 10% of the fully-diluted shares of the Company. As of September 30, 2026, GEM held 0% of the then fully-diluted shares of the Company. At September 30, 2026, the daily volume limitations under the SPA restricted our ability to take additional draws under the SPA to approximately 23.8 million shares per draw. Additionally, the Company’s ability to draw upon the SPA is contingent on the Company’s common stock being listed on a national exchange. The original termination date of the SPA has been extended from July 2026 to the earlier of (i) January 2, 2028 and (ii) the date which GEM has purchased the Aggregate Limit under the SPA.

Previous wording

There have been no material changes to our critical accounting policies and estimates during the six months ended June 30, 2026 as compared to those described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Current wording

There have been no material changes to our critical accounting policies and estimates during the nine months ended September 30, 2026 as compared to those described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.