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| PART I. FINANCIAL INFORMATION |
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| Item 1. | Financial Statements | 1 |
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| Unaudited Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024 | 1 |
| Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2025 and 2024 | 2 |
| Unaudited Condensed Consolidated Statements of Changes in Temporary Equity and Stockholders’ Equity (Deficit) for the three and nine months ended September 30, 2025 and 2024 | 3 |
| Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024 | 4 |
| Notes to Financial Statements (Unaudited) | 5 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 29 |
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| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 37 |
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| Item 4. | Controls and Procedures | 37 |
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| PART II. OTHER INFORMATION |
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| Item 1. | Legal Proceedings | 39 |
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| Item 1A. | Risk Factors | 39 |
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| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities | 39 |
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| Item 3. | Defaults Upon Senior Securities | 39 |
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| Item 4. | Mine Safety Disclosures | 39 |
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| Item 5. | Other Information | 39 |
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| Item 6. | Exhibits | 40 |
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (the “Form 10-Q”) includes statements that are, or may be deemed to be, “forward-looking statements” within the meaning of the U.S. federal securities laws, are statements of future expectations and other forward-looking statements. Forward-looking statements can be identified by the use of forward-looking terminology such as “aim,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “guidance,” “intend,” “may,” “opportunity,” “plan,” “potential,” “predict,” “projected,” “should,” “strategy,” “suggests,” “targets,” “will,” “will be” or “would” or similar expressions or the negatives thereof, or other variations thereof, or comparable terminology, or by discussions of strategy, plans or intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Form 10-Q and include statements regarding the intentions, beliefs or current expectations of our management teams concerning, among other things, their respective results of operations, financial condition, liquidity, prospects, growth, strategies, and the industry in which they operate.
You are cautioned that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate, may differ materially from those made in or suggested by the forward-looking statements contained in this Form 10-Q. In addition, even if our results of operations, financial condition and liquidity, and the development of the industry in which we operate are consistent with the forward-looking statements contained in this Form 10-Q, those results or developments may not be indicative of results or developments in subsequent periods.
By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance and our actual financial condition, results of operations and cash flows. The development of the industry in which we operate may differ materially from (and be more negative than) those made in, or suggested by, the forward-looking statements contained in this Form 10-Q.
These statements are based on management’s current views and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance, or events to differ materially from those anticipated by such statements. You should not place undue reliance on these forward-looking statements in deciding whether to invest in our securities. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Factors that could cause such differences in actual results include:
| ● | changes in applicable laws or regulations; |
| ● | any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions; |
| ● | the impact of the pandemics or other national or international health-related events; |
| ● | a financial or liquidity crisis; |
| ● | the effects of inflation and changes in interest rates; |
| ● | a financial or liquidity crisis; geopolitical factors, including, but not limited to, the Russian invasion of Ukraine and the Israel-Hamas conflict; |
| ● | the risk of global and regional economic downturns; |
| ● | the projected financial information, anticipated growth rate, and our market opportunity; |
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| ● | foreign currency, interest rate, and exchange rate fluctuations; |
| ● | retention or recruitment of executive and senior management and other key employees; |
| ● | our ability to maintain an effective system of internal controls over financial reporting; |
| ● | our ability to manage our growth effectively; |
| ● | our ability to achieve and maintain profitability in the future; |
| ● | our ability to access sources of capital to finance operations and growth; |
| ● | our success of strategic relationships with third parties; |
| ● | dependence on acquisitions for growth in our business; |
| ● | our ability to develop new products and solutions, bring them to market in a timely manner, and make enhancements to our platform; |
| ● | the performance of our business; |
| ● | the development, effects and enforcement of laws and regulations; |
| ● | inherent risks related to acquisitions and our ability to manage our growth and changing business; |
| ● | our need for significant financial resources (including, but not limited to, for growth in our business); |
| ● | the need for financing in order to maintain future profitability; |
| ● | the lack of any assurance or guarantee that we can raise capital or meet our funding needs; |
| ● | our limited operating history; and |
| ● | any other risk included under “Risk Factors” in our Registration Statement on Form S-1, as amended (Registration No. 333-286295), filed with the SEC on August 6, 2025. |
We undertake no obligations to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this Form 10-Q or to reflect the occurrence of unanticipated events, other than as required by law.
The forward-looking statements are based on plans, estimates and projections as they are currently available to our management, and neither undertakes any obligation, and neither expects, to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the cautionary statements referred to above and contained elsewhere in this Form 10-Q.
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