Castellum, Inc.

Explanatory Note Regarding Forward-Looking Statements

Certain information included or incorporated by reference in this Form 10-K, may not address historical facts and, therefore, could be interpreted to be “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995 and other federal securities laws. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including projections of financial performance; statements of plans, strategies, and objectives of management for future operations; any statement concerning developments, performance, or industry rankings relating to products or services; any statements regarding future economic conditions or performance; any statements of assumptions underlying any of the foregoing; and any other statements that address activities, events, or developments that the Company intends, expects, projects, believes, or anticipates will or may occur in the future. Forward-looking statements may be characterized by terminology such as “believe,” “anticipate,” “expect,” “should,” “intend,” “plan,” “will,” “estimates,” “view,” and similar expressions. These statements are based on assumptions and assessments made by the Company’s management in light of its experience and its perception of historical trends, current conditions, expected future developments, and other factors it believes to be appropriate. These forward-looking statements are subject to a number of risks and uncertainties that include but are not limited to the factors set forth under “Part I, Item 1A, Risk Factors” in this Form 10-K.

Any such forward-looking statements are not guarantees of future performance, and actual results, developments, and business decisions may differ materially from those envisaged by such forward-looking statements. The forward-looking statements included herein speak only as of the date of this Form 10-K. The Company disclaims any duty to update such forward-looking statements, all of which are expressly qualified by the foregoing.

Important factors that could cause actual results to differ materially from the results and events anticipated or implied by such forward-looking statements include, but are not limited to:

•overall levels of government spending on defense spending and spending on information technology (“IT”) services, significant delays or reductions in appropriations for our programs or U.S. government funding more broadly, including a prolonged continuing resolution, government shutdown, or breach of the debt ceiling, as well as the potential imposition of sequestration in the absence of an approved budget or continuing resolution;

•changes in political, economic, or regulatory conditions generally and in the markets in which we operate;

•potential future net income losses and growth trajectory;

•our ability to retain and attract senior management and other employees with suitable experience leading a public company;

•our ability to attract, retain, and develop highly qualified personnel who possess the necessary security clearances to support the specialized and sensitive nature of our work;

•our ability to raise additional capital on acceptable terms;

•our ongoing relationships with government entities, agencies, and teaming partners;

•our ability to win new contracts amidst increased levels of competition in contract bidding process;

•delays due to the appropriation process, change in the procurement process, and audits or cost adjustments to our contracts;

•our ability to successfully develop or commercialize new products and partner with companies that have complementary products and to successfully develop these offerings;

•our inability to receive full amounts authorized, or ongoing lack of funding, for contracts in our backlog;

•potential systems failures, security breaches, or the inability of Company employees to obtain required clearances;

•our ability successfully to execute additional acquisitions and integrate those operations into our ongoing businesses; and

•the effect of ongoing financing efforts and volatility of our common stock share price; and other risks, including those described in “Part I, Item 1A. Risk Factors” discussion of this Form 10-K.

In this Form 10-K, unless the context otherwise requires, all references to the “Company”, “our Company,” “we,” “our,” “us,” and “Castellum,” refer to Castellum, Inc., a Nevada corporation, and its wholly owned subsidiaries.

Part I