{"url_path":"/sec/vida/10-q/2026/item-1a","section_key":"item-1a","section_title":"Item 1A Risk Factors.**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-06-26","source_url":"https://www.sec.gov/Archives/edgar/data/1973062/0001493152-26-030343-index.html","accession_number":"0001493152-26-030343","cik":"0001973062","ticker":"VIDA","issuer_name":"VIDA Global Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1973062/0001493152-26-030343-index.html","primary_entity_key":"0001973062","primary_entity_name":"VIDA Global Inc."},"word_count":23459,"has_tables":true,"body_markdown":"**Item\n1A. Risk Factors.**\n\n \n\n*Investing\nin our securities involves a high degree of risk. Investors should carefully consider the following risk factors, as well as all of the\nother information contained in this Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial\nCondition and Results of Operations” and our condensed financial statements and related notes thereto included elsewhere in this\nQuarterly Report on Form 10-Q, before deciding to invest in our securities. The occurrence of any of the following risks could materially\nand adversely affect our business, strategies, prospects, financial condition, results of operations and cash flows. In such case, the\nmarket price of our securities could decline and an investor could lose all or part of its investment. The risks and uncertainties described\nbelow are not intended to be exhaustive and are not the only ones we face. Additional risks and uncertainties not presently known to\nus or that we currently deem immaterial may also impair our business operations. This Quarterly Report on Form 10-Q also contains forward-looking\nstatements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements.” Our actual results\ncould differ materially and adversely from those anticipated in these forward-looking statements as a result of certain factors, including\nthose described below.*\n\n \n\n**Risks\nRelated to Our Business and Industry**\n\n \n\n**We\nhave a limited operating history with an evolving business focused on AI agents, which makes it difficult to evaluate our prospects,\nplan for future operations, and forecast our results.**\n\n \n\nWe\nare building the AI Agent Operating System for modern business, and our platform, go-to-market, and unit economics are in early stages\nof development and commercialization. While initial deployments and partner launches demonstrate product-market fit and usage traction,\nour limited operating history at the scale, scope, and complexity contemplated by our IPO limits the availability of historical data\nfrom which to evaluate our business, model future growth, or predict demand cycles for agent-based, usage-driven offerings. Our ability\nto forecast revenue, gross margins, operating expenses, and cash flows is subject to significant uncertainty, including the pace of partner\nadoption, the timing of embedded launches, variability in end-customer usage, and external macroeconomic conditions. In addition, we\noperate in a nascent industry, which subjects our business to greater risks and uncertainties than if we operated in a mature industry.\nIf our assumptions regarding these uncertainties are incorrect or change, or if we do not address these risks successfully, our business,\nfinancial condition, results of operations, and prospects could be adversely affected.\n\n \n\n**Our\nuse and provision of AI-powered solutions could lead to operational or reputational damage, competitive harm, legal and regulatory risk\nand additional costs.**\n\n \n\nUse\nand provision of AI, including generative AI, is a core part of our business, both in terms of the services we offer and how we operate.\nThe use of generative AI, a relatively new and emerging technology in the early stages of commercial use, exposes us to additional potential\nrisks, such as damage to our reputation, competitive position and business, legal and regulatory risks and additional costs. For example,\ngenerative AI has been known to produce false or “hallucinatory” inferences or output, and certain generative AI uses machine\nlearning and predictive analytics, which can create inaccurate, incomplete or misleading output, unintended biases and other discriminatory\nor unexpected results, errors or inadequacies, any of which may not be easily detectable. Accordingly, while AI-powered applications\nmay help provide more tailored or personalized user experiences, if the content, analyses or recommendations that AI-powered solutions\nassist in producing our products and services are, or are perceived to be, deficient, inaccurate, biased, unethical or otherwise flawed,\nour reputation, competitive position and business may be materially and adversely affected.\n\n \n\n36\n\n \n\n \n\nAdditionally,\nif any of our employees, contractors, vendors or service providers use any third-party AI-powered software in connection with our services,\nit may lead to the inadvertent disclosure of our confidential information, including inadvertent disclosure of our confidential information\ninto publicly available third-party training sets, which may impact our ability to realize the benefit of, or adequately maintain, protect\nand enforce our intellectual property or confidential information, harming our competitive position and business. Our ability to mitigate\nrisks associated with disclosure of our confidential information, including in connection with AI-powered software, will depend on our\nimplementation, maintenance, monitoring and enforcement of appropriate technical and administrative safeguards, policies and procedures\ngoverning the use of AI in our business.\n\n \n\nAdditionally,\nany content created by us using generative AI tools may not be subject to copyright protection which may adversely affect our intellectual\nproperty rights in, or ability to commercialize or use, any such content. In the United States, a number of civil lawsuits have been\ninitiated related to the foregoing and other concerns, the outcome of any one of which may, among other things, require us to limit the\nways in which we use AI in our business and may affect our ability to develop our AI-powered platform innovations and features. For example,\nthe output produced by generative AI tools may include information subject to certain rights of publicity or privacy laws or constitute\nan unauthorized derivative work of the copyrighted material used in training the underlying AI model, any of which could also create\na risk of liability for us, or adversely affect our business or operations. In addition, the use of AI has resulted in, and may in the\nfuture result in, cybersecurity breaches or incidents that implicate the personal data of users of AI-powered applications. To the extent\nthat we do not have sufficient rights to use the data or other material or content used in or produced by the generative AI tools used\nin our business, or if we experience cybersecurity breaches or incidents in connection with our use of AI, it could adversely affect\nour reputation and expose us to legal liability or regulatory risk, including with respect to third-party intellectual property, privacy,\npublicity, contractual or other rights.\n\n \n\nFurther,\nour competitors or other third parties may incorporate AI into their products more quickly or more successfully than us, which could\nimpair our ability to compete effectively. As the utilization of AI becomes more prevalent, we anticipate that it will continue to present\nnew or unanticipated ethical, reputational, technical, operational, legal, competitive and regulatory issues, among others. We expect\nthat such utilization of AI will require additional resources, including the incurrence of additional costs, to develop and maintain\nour platform offerings, services and features to minimize potentially harmful or unintended consequences, to comply with applicable and\nemerging laws and regulations, to maintain or extend our competitive position and to address any ethical, reputational, technical, operational,\nlegal, competitive or regulatory issues which may arise as a result of any of the foregoing. As a result, the challenges presented with\nour use of AI could adversely affect our business, financial condition and results of operations.\n\n \n\n**Regulatory\nand legislative developments related to the use of AI could adversely affect our use and provision of AI-powered solutions in our products,\nservices and business.**\n\n \n\nAs\nthe regulatory framework for machine learning technology, generative AI and automated decision making evolves, our business, financial\ncondition and results of operations may be adversely affected. The regulatory framework for AI and similar technologies, and automated\ndecision making, is changing rapidly and subject to ongoing challenges at the federal and state levels. It is possible that new laws,\nexecutive orders, and regulations will be adopted in the United States and in non-U.S. jurisdictions, or that existing laws, orders,\nand regulations may be interpreted in ways that would affect our use and provision of AI-powered solutions in our products, services\nand business. We may not be able to adequately anticipate or respond to these evolving laws and regulations, and we may need to expend\nadditional resources to adjust our offerings in certain jurisdictions if applicable legal frameworks are inconsistent across jurisdictions.\nIn addition, because these technologies are themselves highly complex and rapidly developing, it is not possible to predict all of the\nlegal or regulatory risks that may arise relating to our use of such technologies. Further, the cost to comply with such laws or regulations\ncould be significant and would increase our operating expenses, which could adversely affect our business, financial condition and results\nof operations.\n\n \n\n37\n\n \n\n \n\nFor\nexample, in Europe, the European Parliament formally enacted the European Union’s Artificial Intelligence Act (the “AI Act”).\nThe AI Act establishes, among other things, a risk-based governance framework for regulating AI systems operating in the European Union.\nThis framework seeks to categorize AI systems, based on the risks associated with such AI systems’ intended purposes, as creating\nunacceptable or high risks, with all other AI systems being considered low risk. While the AI Act has only recently been enacted, there\nis a risk that our current or future AI-powered software or applications may obligate us to comply with the applicable requirements of\nthe AI Act, which may impose additional costs on us, increase our risk of liability or adversely affect our business. For example, the\nAI Act would prohibit certain uses of AI systems and place numerous obligations on providers and deployers of permitted AI systems, with\nheightened requirements based on AI systems that are considered high risk. This regulatory framework is expected to have a material impact\non the way AI is regulated in the European Union and beyond, and, together with developing regulatory guidance and judicial decisions\nin this area, may affect our use of AI and our ability to provide and to improve our services, require additional compliance measures\nand changes to our operations and processes, result in increased compliance costs and potential increases in civil claims against us\nand could adversely affect our business, financial condition and results of operations. Further, on December 11, 2025, the Trump Administration\nissued an Executive Order titled *“Ensuring a National Policy Framework for Artificial Intelligence”* (the “AI-EO”).\nThe AI-EO seeks to streamline state-level regulations under a unified federal framework; however, state attorneys general are expected\nto challenge its preemptive effect.\n\n \n\n**The\nmarket in which we operate is highly competitive and rapidly changing and we may be unable to compete successfully.**\n\n \n\nThere\nare several companies that develop or may develop products that compete in the AI Agent market. The market for our products and technologies\nis characterized by intense competition, evolving industry and regulatory standards, emerging business and distribution models, disruptive\nsoftware technology developments, short product and service life cycles, price sensitivity on the part of customers, and frequent new\nproduct introductions, including alternatives to certain of our products from other vendors which may be offered at significantly lower\ncosts, as loss leaders to a larger technology platform, or free of charge. Current and potential competitors have established, or may\nestablish, cooperative relationships among themselves or with third parties to increase the ability of their technologies to address\nthe needs of our current and prospective customers. Furthermore, current or prospective customers may decide to develop competing products\nor to establish, strategic relationships with our competitors.\n\n \n\nCompetition\nin the AI Agent market could adversely affect our operating results by reducing the volume of the products and technologies we license\nor sell, the prices we can charge or our obligations to incur expenses or capital costs associated with the development, acquisition\nor promotion of new products or technologies. Some of our current or potential competitors are large technology companies that have significantly\ngreater financial, technical and marketing resources than we do, and others may possess specialized expertise or proprietary technologies\nand may have greater price flexibility than we do in connection with their business models. These competitors may be able to respond\nmore rapidly than we can to new or emerging technologies or changes in customer requirements, or may decide to offer products at low\nor unsustainable cost to win new business or to retain their existing clients. They may also devote greater resources to the development,\npromotion and sale of their products than we do, and in certain cases may be able to include or combine their competitive products or\ntechnologies with other of their products or technologies in a manner whereby the competitive functionality is available at lower cost\nor free of charge within the larger offering. To the extent they do so, the penetration of our products, and therefore our revenue, may\nbe adversely affected. Our large competitors may also have greater access to customer data, which provides them with a competitive advantage\nin developing new products and technologies. Our success depends substantially upon our ability to enhance our products and technologies,\nto develop and introduce, on a timely and cost-effective basis, new products and technologies that meet changing customer requirements\nand incorporate technological enhancements, and to maintain our alignment with the technologies and market strategies of our customers,\nwhich change and advance over time. If we are unable to develop new products and enhance functionalities or technologies to adapt to\nthese changes and maintain our alignment with our customers, our business will suffer.\n\n \n\n38\n\n \n\n \n\n**Our\nbusiness depends on our ability to attract new customers and on existing customers continuing and expanding their use of our AI agent\nplatform; if we fail to do so, our growth prospects, operating results, and financial condition could be adversely affected.**\n\n** **\n\nOur\nfuture success depends in large part on our ability to attract new customers—including software vendors, managed service providers,\nand end businesses—and to retain and expand our relationships with existing customers. The market for AI agent operating systems\nis rapidly evolving, and our ability to grow revenue and achieve profitability is directly tied to the adoption and increased usage of\nour platform by both new and existing customers.\n\n \n\nWe\nface significant challenges in attracting new customers. Many businesses, particularly small and medium-sized enterprises (SMEs), have\nexpressed low confidence in deploying new technologies such as AI agents without expert support. If we are unable to effectively communicate\nthe value proposition of our platform, demonstrate measurable outcomes, or provide sufficient onboarding and support, potential customers\nmay choose not to adopt our solutions or may select competing products.\n\n \n\nIn\naddition, our business model relies on existing customers expanding their use of our platform over time, including by increasing the\nnumber of agents deployed, adopting additional workflows, or utilizing new features and integrations. If our customers do not perceive\nsufficient value in our platform, encounter technical or operational challenges, or are dissatisfied with the performance, reliability,\nor compliance features of our solutions, they may reduce their usage, fail to expand adoption, or discontinue use altogether. This risk\nis heightened by the usage-based nature of our pricing, which ties our revenue to operational volumes such as minutes, messages, and\ncompleted actions, rather than to fixed seat licenses.\n\n \n\nCustomer\nattrition or contraction in usage could result from a variety of factors, including changes in customer business needs, budget constraints,\nincreased competition, integration or technical issues, regulatory changes, or dissatisfaction with our platform’s features or\nsupport. In addition, our reliance on channel partners such as software vendors and service providers to distribute and embed our platform\nmeans that our ability to attract and retain end customers is also dependent on the continued engagement and success of these partners.\n\n \n\nIf\nwe are unable to attract new customers, or if our existing customers do not continue or expand their use of our platform, our revenue\ngrowth may slow or decline, our operating results could be adversely affected, and we may be unable to achieve or maintain profitability.\nThese risks could materially and adversely impact our business, financial condition, and results of operations.\n\n \n\n**We\nderive substantially all of our revenue from our AI Agent Operating System and platform, and our business, financial condition, and results\nof operations would be adversely affected if this platform fails to achieve or maintain market acceptance.**\n\n \n\nOur\nbusiness is highly dependent on the success and continued market acceptance of our AI Agent Operating System and related platform offerings.\nSubstantially all of our revenue to date has been generated from customers’ use of this platform, including its core runtime, orchestration,\nintegrations, and associated features. As a result, our future growth and financial performance are closely tied to the continued adoption,\nusage, and expansion of our AI Agent Operating System by new and existing customers.\n\n \n\nIf\nour platform fails to achieve widespread adoption or loses market acceptance for any reason—including technological advancements\nby competitors, changes in customer preferences, perceived lack of value, reliability or compliance concerns, or the emergence of alternative\nsolutions—our ability to generate revenue would be materially and adversely affected. In addition, our reliance on a single platform\noffering exposes us to risks associated with product defects, security vulnerabilities, regulatory changes, or shifts in industry standards\nthat could negatively impact customer satisfaction or limit our ability to deliver our services.\n\n \n\nOur\nconcentration of revenue from a single platform also limits our ability to offset declines in demand or usage with other products or\nservices. If we are unable to successfully enhance our platform, introduce new features or complementary offerings, or adapt to evolving\nmarket requirements, our customers may reduce their usage, fail to renew or expand their subscriptions, or discontinue use of our platform\naltogether. Any such developments could result in reduced revenue, increased customer churn, and harm to our reputation and competitive\nposition.\n\n \n\nAccordingly,\nany factor that adversely affects demand for, or the market acceptance of, our AI Agent Operating System and platform could have a material\nadverse effect on our business, financial condition, and results of operations.\n\n** **\n\n39\n\n \n\n** **\n\n**Adverse\nconditions in the AI Agent markets in which we operate or the global economy more generally could have adverse effects on our results\nof our operations.**\n\n \n\nOur\nbusiness depends on, and is directly affected by, demand for AI-powered software, communications and customer-operations platforms, and\nrelated services. In particular, our results are influenced by the health of the markets for AI agents and automation, unified communications\nand contact center solutions, and the broader business software ecosystem into which our platform integrates. Any significant adverse\nchange in any of these markets, or in the global economy more generally, including a downturn in IT and AI spending or in the sectors\nwhere our partners and end customers operate (such as home services, logistics, healthcare, and appointment-driven services), may reduce\nusage of our platform, slow customer or partner adoption, or lead to contract renegotiations or cancellations.\n\n \n\nAdverse\nmacroeconomic conditions—including inflation, rising interest rates, bank instability, geopolitical conflict, labor market disruptions,\nor recession—may cause our customers or partners to reduce budgets, delay or cancel projects, or prioritize other investments over\nAI agents. Customers may also become unwilling or unable to pay invoices when due, or may seek more favorable pricing and commercial\nterms, which could reduce our revenue and margins. If one or more significant customers or partners were to experience financial distress\nor bankruptcy, we could experience reduced usage or non-payment for services already delivered. Any of these developments could materially\nand adversely affect our business, results of operations, and financial condition.\n\n \n\n**Our\nrevenue model includes both subscription-based and usage-based components, tied to factors such as minutes, messages, and completed actions,\nwhich may cause significant variability in our results of operations and cash flows.**\n\n** **\n\nUnlike\ntraditional seat-based software models, our packaging and pricing are aligned to consumption and outcomes—such as tokens, voice\nminutes, messages, email volume, and completed actions like scheduled appointments or collected payments—across voice, messaging,\nemail, and web channels. As a result, our revenue and gross margins can fluctuate with end-customer activity levels and increased service\nproductivity, including seasonality and cyclicality in the verticals we serve (for example, home services, logistics, retail, and healthcare\nenrollment windows), campaign intensity and marketing spend by our customers and partners, partner release and commercialization cadence\nfor embedded Vida agents, and carrier, consent, or other communications policy changes.\n\n \n\nMany\nof our costs, including personnel, cloud infrastructure commitments, compliance programs, and core administrative expenses, are relatively\nfixed in the near term and require time to adjust, which may result in margins and cash flows that differ from expectations if subscriptions\ndecline or usage falls below forecast in a particular period. Delays in partner launches, slower-than-expected usage ramp within installed\nbases, or changes in customer or partner procurement cycles could materially affect our quarterly and annual results of operations.\n\n \n\n**Our\ngrowth depends on market adoption of AI agents delivered within existing systems of record; if agent-based software does not achieve\nwidespread adoption or develops more slowly than we expect, our business may not grow as anticipated.**\n\n \n\nThe\nmarket for omnichannel, outcome-driven AI agents embedded in business software is relatively new and characterized by rapid technological\nchange, evolving standards, and uncertain customer acceptance. While we believe there is a significant potential market for our products\nand services, our estimates and assumptions may prove inaccurate. Businesses may delay or reduce adoption due to perceived risks, unclear\nreturn on investment, regulatory uncertainty in communications and privacy, or satisfaction with legacy processes and seat-based software.\nCustomers and partners may prefer incumbent seat-based solutions, in-house builds, or vendors that bundle AI features within broader\nunified communications as a service (“UCaaS”) and contact center as a service (“CCaaS”) suites. Prospective customers\nmay choose to build in-house, adopt alternative platforms, or defer investments given macroeconomic uncertainty.\n\n \n\n40\n\n \n\n \n\nIn\naddition, market education may take longer than expected, particularly where customers have entrenched investments in contact-center\nsuites, bespoke integrations, or manual workflows that they perceive as adequate. Market opportunity estimates and growth forecasts,\nincluding those we reference, are subject to significant uncertainty and may prove inaccurate. Even if the markets in which we compete\nachieve forecasted growth, we may fail to capture opportunities due to competition, perceived value, compliance concerns, pricing, or\ninability to execute partner motions at the speed and scale required. Adoption curves may vary by vertical and geography, and early pilots\nmay not translate into broad production usage. Even when adoption occurs, customers may limit deployments to narrow use cases, cap usage,\nor require extensive proofs of value that extend sales cycles and increase pre-sales costs. Standards and best practices for responsible\nAI and automated interactions are still evolving; changes in carrier policies, privacy regimes, or emerging AI frameworks could add friction,\nincrease compliance costs, or constrain certain automation patterns. If adoption grows slower than we expect, if customers do not view\nour solutions as compelling or necessary, or if competitive technologies redefine the market, our growth, revenue, and unit economics\ncould be materially and adversely affected.\n\n** **\n\n**We\nface intense competition from UCaaS/CCaaS platforms, no-code agent builders, developer-first APIs, white-label voice agent platforms,\nand in-house solutions.**\n\n** **\n\nWe\ncompete in a rapidly evolving landscape that includes (1) UCaaS and CCaaS platforms that increasingly bundle AI features such as virtual\nagents, summaries, and agent assist; (2) no-code or low-code voice and messaging agent builders; (3) developer-first APIs and components\nfor models, speech, telephony, and orchestration; (4) partner and white-label AI voice agent platforms that target resellers and agencies;\nand (5) enterprises and software vendors that build agent stacks in-house. Many of these current or potential competitors have significantly\ngreater financial, technical, and marketing resources, larger sales organizations, broader product portfolios, deeper relationships with\ncustomers and partners, and more extensive access to data than we do.\n\n \n\nThey\nmay devote greater resources to the development, promotion, and sale of competing products and services, respond more quickly to new\ntechnologies or customer requirements, or bundle AI features into existing offerings at a lower price or no additional charge. Some competitors\nmay also control key channel relationships or own systems of record into which agents are embedded, which could enable them to restrict\nor discourage the use of competing platforms such as ours. In addition, customers and partners may choose to build their own solutions\nusing APIs and open-source tools, or may prefer to purchase AI features from existing UCaaS, CCaaS, or CRM providers, which can limit\nour ability to win or retain business.\n\n \n\nConsolidation\namong larger vendors or component suppliers (such as LLM, speech, or communications providers) could accelerate competing product roadmaps,\ncompress pricing, or limit our access to critical technologies. If we are unable to differentiate our platform—particularly our\nembedded integrations with systems of record, partner-centric multi-tenant tooling, compliance-first design, and usage-aligned packaging—or\nif competitors introduce more attractive or lower-cost offerings, we may lose customers, partners, or market share, and our business,\nresults of operations, and financial condition could be materially and adversely affected.\n\n \n\n**Our\npartner-led distribution strategy may not perform as expected; we may fail to attract, enable, and retain managed service providers,\ntelecom advisors, UCaaS/CCaaS platforms, and vertical SaaS vendors at the pace and scale we anticipate.**\n\n** **\n\nOur\ngrowth relies heavily on enabling partners to embed, resell, and operate agents across large installed bases. We may be unable to recruit\nsufficient numbers of qualified partners, deliver enablement programs that drive attach and expansion, or provide product features and\neconomics that meet partner expectations. Partners may prioritize competing solutions, experience their own operational or financial\nconstraints, or require customizations that increase our costs. If channel motions do not produce the expected returns, or if portfolio\nrollouts stall due to compliance, integration, or product readiness issues, our ability to grow efficiently and predictably could be\nimpaired.\n\n \n\n**Because\nwe rely heavily on partners to market, configure, and operate our platform for end customers, we are exposed to reputational, operational,\nand regulatory risks arising from their activities, which we do not fully control.**\n\n** **\n\nA\ncore element of our strategy is to distribute the Vida Agent OS on a white-label basis through channel partners, including software vendors,\nmanaged service providers, EHR platforms, telecom advisors and technology agents, and, in some cases, individuals and small agencies\nthat build businesses on top of our platform. These partners market, sell, configure, and operate agents for end customers, often under\ntheir own brands, and in many cases handle day-to-day interactions with those customers, including but not limited to, onboarding of\ncustomers and handling consent workflows.\n\n \n\n41\n\n \n\n \n\nWhile\nthis model can accelerate adoption and expand our reach, it also limits our visibility into, and control over, how our platform is marketed\nand used. Partners may misconfigure agents, fail to implement our recommended notices, configurations, consent, recording, or redaction\nsettings, make statements about our products that are inaccurate or misleading, fail to provide adequate support, or otherwise use our\nplatform in ways that create poor outcomes or legal risk for customers. Partners may also fail to comply with applicable laws, regulations,\nor industry standards—including those governing communications, privacy, security, AI, telemarketing, and payments—even where\nour platform includes features designed to support compliance. Although our agreements generally require partners to follow our policies\nand comply with law, and we provide training and enablement, we cannot guarantee that partners will do so.\n\n \n\nWe\nmay be perceived as responsible for, or may be alleged to have direct or vicarious liability for, our partners’ actions or omissions.\nIn addition, if partners perform poorly, reprioritize other products, experience financial distress, or terminate their relationships\nwith us, affected end customers may attribute those problems to us or may decide to discontinue use of our platform. Any of these events\ncould damage our reputation, increase support and compliance costs, limit adoption, and adversely affect our business, financial condition,\nand results of operations.\n\n \n\n**Our\noperating results could be materially and adversely affected if we lose any of our largest customers.**\n\n \n\nThe\nloss of business from any of our major customers, whether by lower overall demand for the products manufactured by our major customers,\ncancellation of existing contracts or the failure to award us new business, could have a material adverse effect on our operating results.\nAlternatively, there is a risk that one or more of our major customers could be unable to pay its invoices as they become due or that\na customer will simply refuse to make such payments given its financial difficulties. If a major customer becomes subject to bankruptcy\nor similar proceedings whereby contractual commitments are subject to stay of execution and the possibility of legal or other modification,\nor if a major customer otherwise successfully procures protection against us legally enforcing our obligations, it is likely that we\nwill be forced to record a substantial loss.\n\n \n\nDuring\nthe three months ended March 31, 2026, two (2) customers accounted for approximately 43% of our total revenues during the applicable\nperiod, with one customer representing approximately 33% of revenue while the other customer represents approximately 10% of revenue.\nBoth of such customers are commercial customers. During the three months ended March 31, 2025, one (1) customer accounted for approximately\n20% of our total revenues during the applicable period. Such customer is a commercial customer.\n\n \n\nWe\ngenerally enter into terms of engagement with our largest customers, including the customers identified above. Our largest current customers\nentered into terms of engagement with us pursuant to which they are provided proprietary Voice and Messaging Telephone AI agents and\nrelated services. The license fees that we receive under our terms of engagement are fixed minimum monthly hosting fees with overage\ncharges based on usage. Our terms of engagement generally renew automatically for one year terms and are terminable by the customer upon\nprior written notice of thirty days.\n\n \n\n**Adverse\neconomic conditions or reduced technology spending may adversely impact our business.**\n\n** **\n\nOur\nbusiness depends on the overall demand for technology and on the economic performance of our current and prospective customers. In general,\nworldwide economic conditions may remain unstable, including inflation, in particular in connection with the implementation of tariffs\nin the U.S. and abroad, and these conditions would make it difficult for our customers, prospective customers and us to forecast and\nplan future business activities accurately, and they could cause our customers or prospective customers to reevaluate their decision\nto purchase our features. Weak global economic conditions, changes in consumer behavior or a reduction in technology spending even if\neconomic conditions stabilize, could adversely impact our business and results of operations in a number of ways, including longer sales\ncycles, lower demand or prices for our platform, fewer subscriptions and lower or no growth.\n\n \n\n42\n\n \n\n \n\n**We\nmay not successfully manage our growth or plan for future growth, which could adversely affect our business, financial condition, and\nresults of operations.**\n\n** **\n\nWe\nhave experienced, and may continue to experience, rapid growth in our business, including expansion of our customer and partner base,\nincreased usage of our platform, and greater scale and complexity in our operations. Our model is designed to support a wide range of\ncustomers—including software vendors, managed service providers, telecom advisors, and end businesses—across multiple channels,\nworkflows, and geographies, often through multi-tenant, white-label deployments.\n\n \n\nManaging\nthis growth will require us to continue to invest in and expand our infrastructure, information technology systems, security and compliance\nprograms (including our SOC 2 program and, where applicable, HIPAA-oriented configurations or payment integrations), and internal controls\nand procedures. We must also recruit, integrate, and retain highly qualified personnel in engineering, product, security, compliance,\npartner success, and operations. As a lean and largely distributed organization that relies heavily on automation and our own agents\nin our internal operations, we may face particular challenges in scaling our team, maintaining our culture, and ensuring effective communication\nand coordination across functions and time zones.\n\n \n\nCertain\nmembers of our management team have limited experience managing a rapidly growing or public company, which could impair our ability to\neffectively oversee and direct our expansion and to satisfy our obligations as a public company. Rapid growth may also make it difficult\nfor us to accurately forecast our future operating results and cash needs, manage seasonality and cyclicality in usage, or allocate resources\nefficiently. If we are unable to effectively manage our growth, maintain the necessary level of operational efficiency and control, or\naccurately plan for future expansion, our business, financial condition, and results of operations could be materially and adversely\naffected.\n\n \n\n**We\nmay experience long and variable sales and activation cycles, including embedded launches through vendor partners, which require upfront\ninvestments with uncertain payback.**\n\n** **\n\nOur\ngo-to-market model relies heavily on channel partners—such as software vendors, managed service providers, telecom advisors, and\nUCaaS or CCaaS platforms—to embed, resell, and operate agents across their installed bases. Implementing these partner motions\noften involves complex integrations, connector certification, schema mapping, multi-tenant administration and billing configuration,\njoint product design, and co-marketing programs. These activities can require significant upfront investment of time and resources from\nour product, engineering, compliance, sales, and customer success teams before meaningful usage or revenue materializes.\n\n \n\nSales\nand activation cycles can be long and unpredictable. Embedded launches and vendor stock keeping units (“SKUs”) may be delayed\nby partners’ product roadmaps, release calendars, or technical priorities; extended proofs of concept; customer onboarding schedules;\ncompliance and security reviews; budget approvals; or changes in partner strategy or personnel. Even after a partner has launched a product\npowered by our platform, adoption within their installed base may ramp more slowly than we or the partner expect, or may stall at an\nearly stage. In some cases we may invest in connectors or features for a specific partner or vertical that do not achieve anticipated\nusage or revenue.\n\n \n\nIf\nwe are unable to shorten sales and activation cycles, increase conversion of pilots and embedded features into durable, scaled usage,\nor accurately forecast partner launches and ramp profiles, we may incur significant costs that are not recovered, our revenue may be\nmore volatile and difficult to predict, and our margins and growth trajectory could be adversely affected.\n\n \n\n**We\nare subject to complex and evolving telemarketing, messaging, and anti-spam laws, and any failure by us, our customers, or our partners\nto comply with such laws could result in significant liability and harm our business.**\n\n** **\n\nWe,\nour customers, and our partners use our platform to place and receive calls, send and receive text messages (including SMS and MMS),\nand deliver email and other electronic communications. As a result, we are, and our customers and partners are, subject to numerous federal,\nstate, and foreign laws and regulations governing telemarketing, automated and prerecorded calls and messages, text messaging, and email\nmarketing, including the U.S. Telephone Consumer Protection Act, or TCPA, the Telemarketing Sales Rule, the Controlling the Assault of\nNon-Solicited Pornography And Marketing Act, or CAN-SPAM Act, analogous state “mini-TCPA” laws, do-not-call and do-not-contact\nrules, registration and bond requirements, and similar foreign laws. These regimes impose requirements relating to, among other things,\nconsent, identification, opt-out mechanisms, calling and messaging times, recordkeeping, and the use of automatic telephone dialing systems,\nprerecorded or artificial voice calls, and automated text messages.\n\n \n\n43\n\n \n\n \n\nAlthough\nour platform includes features such as consent capture, proof storage, do-not-contact enforcement, quiet-hour controls, and caller ID\nattestation, our customers and partners control how they use these features and are responsible in the first instance for compliance\nwith applicable laws. For example, we gate certain higher-risk features—such as auto dialer capabilities, which are disabled by\ndefault and require additional written agreements and configuration reviews before activation. Our customers are responsible for customizing\nconsent/monitoring disclosures (our defaults require all-party consent to recording but customers may change those settings). We contractually\nrequire customers and partners to obtain all necessary consents and required brand and campaign registrations with mobile carriers, and\ncomply with applicable rules. However, if our customers or partners fail to implement required registrations, disclosures, or consent\nflows, or if our gating, defaults, or guidance prove insufficient, we could face carrier blocks, investigations, class actions, or required\nchanges to product functionality. Claims under the TCPA and similar laws can result in substantial statutory damages per call or message,\naggregated in putative class actions, as well as injunctions, regulatory investigations, and reputational harm. Any determination that\nwe, our customers, or our partners have violated telemarketing, anti-spam, or related laws could result in significant liability, require\nchanges to our platform or business practices, reduce usage of our services, and adversely affect our business, financial condition,\nand results of operations\n\n** **\n\n**Our\nplatform depends on reliable omnichannel operations—telephony, messaging, email, and web chat—which are subject to carrier\npolicies, registration requirements, caller ID attestation, consent rules, labeling risks, and evolving regulations.**\n\n** **\n\nAt\nscale, our customers and partners must manage consent, quiet hours, opt-in/opt-out records, call recording disclosures, do-not-contact\nlists, registration and bond requirements, and STIR/SHAKEN caller ID attestation. Carriers and regulators may change policies or enforcement\napproaches (e.g., TCR registration, spam labeling), which could impact deliverability, outreach volumes, number management, or costs.\nMisconfiguration by customers or partners, or gaps in product defaults, could result in outreach restrictions, reputational harm, or\nregulatory exposure. If we fail to adapt platform primitives and guidance to evolving rules across jurisdictions, our customers’\nand partners’ ability to operate agents effectively may be impaired.\n\n \n\n**Our\nsoftware is complex and may not perform as intended for all customers and partners, particularly at scale across many tenants and real-time\nchannels.**\n\n** **\n\nProduction\nagents require multi-LLM orchestration, tool permissioning, consent and disclosure logic, auditability, and failover. Errors in orchestration,\ndegraded model or ASR/TTS (each as defined below) performance, insufficient guardrails, connector failures, or misconfigurations can\nreduce task success rates, increase latency, compromise reliability, or lead to unintended actions. Customers or partners may not follow\nrecommended policies or training, leading to suboptimal outcomes or compliance gaps. If our platform fails to perform as desired or if\nsupport and QA are insufficient, we may face negative publicity, contract terminations, reduced usage, or claims.\n\n \n\n**If\nwe fail to enhance our platform and introduce new features, templates, connectors, and capabilities that keep pace with rapid technological\nchange, our competitiveness could be impaired.**\n\n** **\n\nThe\nAI agent landscape is characterized by rapid advances in LLMs, speech technologies, orchestration strategies, evaluation methods, and\ncompliance frameworks. Our ability to grow depends on continuous improvements to multi-LLM routing, hierarchical tool plans, policy-aware\norchestration, observability and auto-QA, embeddable components, and connector coverage. We may allocate resources to initiatives that\ndo not achieve anticipated market acceptance; we may experience delays or defects; or we may be outpaced by competitors introducing better\nor lower-cost solutions. If we cannot adapt quickly and cost-effectively, we may lose market relevance and share.\n\n** **\n\n44\n\n \n\n** **\n\n**We\nrely on third-party technologies and service providers for models, speech, telephony, cloud infrastructure, and payments. Disruptions,\nterminations, price increases, or unfavorable terms could harm our platform functionality, costs, and customer experience.**\n\n** **\n\nOur\nplatform depends on a variety of third-party technologies and services, including commercial LLMs, automatic speech recognition (“ASR”),\nspeech-to-speech (“STS”), speech-to-text (“STT”), and text-to-speech (“TTS”) services, telephony\nand messaging carriers and aggregators (including session initiation protocol (“SIP”) and private branch exchange (“PBX”)\nconnectivity and SMS/MMS routing), public cloud infrastructure providers, email infrastructure, and payment processors and billing systems\nsuch as Stripe and Chargebee. We also rely on numerous third-party integrations and connectors to systems of record such as CRMs, schedulers,\nticketing systems, and vertical software platforms.\n\n \n\nWe\nconfigure the commercial LLMs and AI providers not to use our customer’s data for model training. We also require our third-party\nservice providers to implement appropriate security and privacy safeguards through our vendor management program and, where applicable,\nBAAs (as defined below). these measures may not eliminate all risk and changes by a key provider could necessitate re-engineering, migration,\nor reduced functionality.\n\n \n\nEven\nwhere providers and vendors offer such controls and safeguards, these providers and vendors may experience outages, degraded performance,\ncyber incidents, capacity constraints, or other failures that may interrupt or impair the availability, quality, or security of our services\nor data handling and these measures may not eliminate all risk. In addition, changes by a key provider could necessitate re-engineering,\nmigration or reduced functionality and these providers and vendors may also modify or discontinue features we rely on, impose new usage\nlimits, increase prices, or change licensing or business terms in ways that are unfavorable to us. In some cases, key technologies may\nbe acquired by competitors or may be integrated into competing offerings, which could result in restricted access, increased costs, or\nreduced differentiation for our platform.\n\n \n\nReplacing\nor re-architecting third-party components can be expensive, time-consuming, and risky, and suitable alternatives may not be available\non favorable terms or at all. Transitioning away from an existing provider may require changes to our platform and our customers’\nconfigurations and could result in service disruptions, reduced performance, or loss of features. If we are unable to maintain effective\nrelationships with critical third-party providers, manage changes in their services or terms, or ensure adequate redundancy and resilience,\nour reliability, security, customer experience, and margins could be adversely affected, which in turn could harm our business, results\nof operations, and financial condition.\n\n \n\n**Our\nexpansion into regulated workflows (including HIPAA redaction options and payment-related actions) increases compliance complexity and\ncost, and any failure to meet evolving standards could limit adoption or result in liability.**\n\n** **\n\nWe\nincreasingly support workflows in regulated areas such as healthcare communications, payment initiation, and other processes that may\ninvolve personal data, electronic protected health information (ePHI), or other sensitive information. As of the date of this Quarterly\nReport, we do not currently have HIPAA customers and do not store protected health information on our systems. Our platform includes\nfeatures such as configurable recording and transcription settings, redaction of specified data elements from call recordings and transcripts,\nconsent and disclosure prompts, audit logs, and controls for data retention and access. If and when we onboard HIPAA customers, we expect\nto act as a business associate and enter into business associate agreements (“BAAs”) with such customers, rely on HIPAA-enabled\nproduct configurations (including configurable recording/transcription, redaction, consent/disclosure prompts, audit logs, and retention\ncontrols), and on sub-processors that have executed appropriate BAAs. In certain deployments, we may integrate with third-party payment\nproviders that are subject to PCI DSS and other financial regulations.\n\n \n\nOperating\nin these regulated environments requires significant investment in product features, security and privacy controls, compliance programs\n(including our SOC 2 program), vendor management, and customer support. Legal and regulatory requirements—including those relating\nto healthcare privacy, communications and telemarketing, payments, AI governance, and data protection—are complex, evolve frequently,\nand may be interpreted inconsistently across jurisdictions. Customers and partners are ultimately responsible for configuring and using\nour platform in a compliant manner, but regulators, customers, or end users may nonetheless assert that we share responsibility for any\nviolations or incidents.\n\n \n\n45\n\n \n\n \n\nIf\nour platform features, controls, or documentation are perceived as insufficient for regulated use cases; if we or our subprocessors experience\na security or privacy incident involving ePHI or other sensitive data; if courts or regulators interpret existing requirements in unexpected\nways; or if we or our customers fail to comply with applicable laws, rules, standards, contractual commitments, or BAAs, we could face\ninvestigations, enforcement actions, fines, penalties, contractual damages, or other liabilities. We could also be required to make significant\nchanges to our platform, restrict certain workflows, or forgo opportunities in regulated verticals, any of which could increase our costs,\nreduce adoption, and adversely affect our business, results of operations, and financial condition. Also, advertising HIPAA-oriented\ncapabilities before material HIPAA production usage could create expectations regulators, customers, or investors may later view as over-stated,\nand any failure to meet evolving HIPAA expectations could increase liability, remediation costs, or constrain our roadmap.\n\n \n\n**Our\nability to grow and operate efficiently depends on hiring, retaining, and developing personnel with expertise across AI orchestration,\nregulated communications, partner enablement, and enterprise reliability.**\n\n** **\n\nWe\nrun a lean organization and use our platform to automate internal processes. As we scale, we must attract and retain talent in engineering,\nproduct, compliance, partner success, and operations. Competition for qualified personnel is intense, and failures in staffing could\nslow innovation, reduce partner activation quality, or impair customer outcomes. Rapid growth may also strain systems, controls, and\nculture, increasing the risk of mistakes, security issues, or suboptimal decisions that affect performance or trust.\n\n \n\n**Our\nbrand and reputation are critical to adoption by partners and end customers. Any failure to deliver consistent, compliant outcomes could\nharm our relationships and growth.**\n\n** **\n\nThe\ncredibility of AI agents depends on measurable task success, reliable guardrails, and clear observability. Product defects, outages,\ncompliance incidents, perceived misuse, or poor partner implementations can erode trust and limit expansion. Negative publicity regarding\nAI behaviors, data handling, or communications practices—whether or not attributable to our platform—could reduce demand,\nhinder partner motions, and adversely affect our business.\n\n \n\n**Macroeconomic\nconditions, geopolitical events, or sector-specific cycles could reduce our partners’ and customers’ budgets and usage, impairing\ngrowth and results.**\n\n** **\n\nOur\nbusiness depends on the overall demand for technology and on the economic performance of our current and prospective customers and partners.\nBecause our revenue model is usage-based, reductions in activity levels—such as fewer calls, messages, or completed actions—can\ndirectly reduce our revenue even if the number of deployed agents or customers does not change. Inflation, interest rate changes, bank\ninstability, labor market shifts, geopolitical conflicts, and recessionary conditions may reduce IT and AI budgets, delay partner launches,\nor cause end customers to scale back usage or defer new workflows. Vertical cycles (for example, home services and logistics seasonality,\nholiday-driven retail volumes, or healthcare enrollment windows) may amplify variability in minutes, messages, and completed actions.\nProlonged macroeconomic uncertainty or sector-specific downturns could challenge customer acquisition, retention, or adoption of new\nworkflows, which could adversely affect our business, financial condition, and results of operations.\n\n \n\n**If\nour performance metrics, illustrative case studies, or internal concepts such as “Return on AI” are inaccurate, inconsistent,\nor misunderstood, our ability to manage the business and investor expectations may be adversely affected.**\n\n** **\n\nWe\nintend to manage and, in some cases, may disclose operational metrics such as active agents by channel and workflow, consumption units\n(minutes, messages, completed actions), partner-attached revenue, and time-to-value, as well as internal concepts such as “Return\non AI” or “ROAI,” which we define as the ratio of measurable outcomes to total cost of ownership. These metrics and\nconcepts are based on internal data, models, methodologies, and assumptions that continue to evolve and that may differ from how other\ncompanies define or calculate similar measures.\n\n \n\nWe\nalso present illustrative case studies, deployment timelines, and customer results—for example, comparisons between human-led and\nagent-led scheduling rates or indicative deployment times relative to “DIY” builds—which are based on limited early\ndeployments, specific customers, and internal analysis of selected data sets. These examples may not be representative of our broader\ncustomer base or future performance, and actual results for other customers may differ materially.\n\n \n\n46\n\n \n\n \n\nOur\ninternal systems for collecting, processing, and reporting these metrics may contain errors, and we may discover inaccuracies or make\nchanges to our methodologies that result in adjustments to previously reported metrics. If our metrics, case studies, or internal concepts\nare perceived as inaccurate, inconsistent, misleading, or not comparable to those of other companies, or if we change how we calculate\nor present them, our reputation and credibility may be harmed, investors may have difficulty evaluating our business and prospects, and\nour stock price could be adversely affected. In addition, if we rely on these metrics to make budgeting, hiring, or other operational\ndecisions and they are inaccurate, our business and results of operations could be negatively impacted.\n\n \n\n**If\nwe lose Lyle Pratt, our founder and Chief Executive Officer, or other key members of our management team or are unable to attract and\nretain executives and employees we need to support our operations and growth, our business may be harmed.**\n\n** **\n\nOur\nsuccess and future growth depend upon the continued services of our management team and other key employees throughout our organization.\nThe loss of key personnel, including key members of our management team or members of our board of directors, as well as certain of our\nkey marketing, sales, finance, support, product development, human resources, or technology personnel, could disrupt our operations and\nhave a negative impact on our ability to grow our business. In particular, Lyle Pratt, our founder and Chief Executive Officer, is critical\nto our overall management, as well as the continued development of our platform, offerings, culture, and strategic direction. From time\nto time, there may be changes in our management team resulting from the hiring or departure of executives and key employees, which could\ndisrupt our business. In addition, we may face challenges retaining senior management of companies we acquire, if any. Our senior management\nand key employees are employed on an at-will basis. We currently do not have “key person” insurance for any of our employees.\nCertain of our key employees have been with us for a long period of time and have fully vested stock options or other long-term equity\nincentives that may cease to be as attractive once we are a public company and such awards are publicly tradable. The loss of our founders,\nor one or more of our senior management, key members of senior management of acquired companies, if any, or other key employees could\nharm our business, and we may not be able to find adequate replacements. To retain our senior management and key employees, we may also\ndecide to provide them with certain compensation types and structures that may be perceived negatively by certain stakeholders or advisory\ngroups or result in stockholder complaints or disputes, which could negatively impact our reputation, stock price, and business. We cannot\nensure that we will be able to retain the services of any members of our senior management or other key employees or that we would be\nable to timely replace members of our senior management or other key employees should any of them depart.\n\n \n\nIn\naddition, to execute our business strategy, we must attract and retain highly qualified personnel. Competition for highly skilled personnel\nis intense and we may not be successful in hiring or retaining qualified personnel to fulfill our current or future needs. We compete\nwith many other companies for software developers with high levels of experience in designing, developing, and managing cloud-based software,\nas well as for skilled legal and compliance and risk operations professionals. We may also face increased competition for personnel from\nother companies which adopt approaches to remote work that differ from ours. In addition, the current regulatory environment related\nto immigration is uncertain, including with respect to the availability of certain visas. Many of the companies with which we compete\nfor experienced personnel have greater resources than we do and can frequently offer such personnel substantially greater compensation\nthan we can offer.\n\n \n\nIn\naddition, job candidates and existing employees often consider the value of the equity awards they receive in connection with their employment.\nIf the perceived value of our equity or equity awards declines, experiences significant volatility, or increases such that prospective\nemployees believe there is limited upside to the value of our equity awards, it may adversely affect our ability to recruit and retain\nhighly skilled employees. If we fail to attract new personnel or fail to retain and motivate our current personnel, our business and\nfuture growth prospects would be severely harmed. Inflationary pressures or stress over economic or geopolitical-related events such\nas those the global market is currently experiencing, may also result in employee attrition. Further, our competitors may be successful\nin recruiting and hiring members of our management team or other key employees, and it may be difficult for us to find suitable replacements\non a timely basis, on competitive terms, or at all. If we fail to identify, attract, develop, and integrate new personnel, or fail to\nretain and motivate our current personnel, our growth prospects would be adversely affected, which could adversely affect our business,\nfinancial condition, results of operations, and prospects.\n\n \n\n47\n\n \n\n \n\n**We\ndepend on a small number of rapidly evolving foundation model providers, whose technology, safety choices, and business terms we do not\ncontrol.**\n\n** **\n\nOur\nAI agents rely on access to large language models and other AI components provided by a limited number of third-party vendors. These\n“foundation model” providers frequently change model architectures, safety policies, rate limits, pricing, and licensing\nterms, often with little notice. They may also prioritize specific industries, use cases, or direct customers, or decide to compete with\nus by offering their own agent platforms or vertically integrated solutions.\n\n \n\nIf\na key model provider deprecates or significantly changes a model we depend on, imposes new usage restrictions (for example on agentic\nbehavior or particular verticals), revises its safety or content policies in ways that reduce task completion rates, or materially increases\nprices, we may be forced to re-architect workflows, migrate usage to alternative models, pass on higher costs, or curtail certain use\ncases. Alternative models may not provide comparable quality or latency or may require substantial engineering work and customer re-validation.\nConcentration in the model and AI infrastructure market, as well as ongoing supply and power constraints for AI compute, may further\nlimit our flexibility and increase our costs\n\n \n\nAny\ndisruptions, unfavorable changes, or competitive moves by these providers could impair our product performance, increase our costs, limit\nour roadmap, or reduce our differentiation, which could adversely affect our business, financial condition, and results of operations.\n\n \n\n**Our\nuse of LLMs exposes us to emerging attack vectors such as prompt injection, model “jailbreaking,” and adversarial inputs\nthat may circumvent existing security and compliance controls.**\n\n** **\n\nLLM-based\nsystems are vulnerable to new classes of attacks that exploit the way models interpret natural language, including prompt injection and\nrelated techniques that induce a model or agent to ignore its system instructions, disclose sensitive information, or take unintended\nactions. These attacks can occur not only through user prompts but also via data retrieved from external tools, websites, or systems\nof record, including in multi-agent environments where one agent’s output becomes another’s input.\n\n \n\nAlthough\nwe invest in guardrails, input and output filters, permissions, and monitoring, our defenses may not prevent all prompt-based or adversarial\nattacks, particularly as new techniques are discovered. A successful attack could cause an agent to exfiltrate data from connected systems,\nbypass consent or disclosure flows, override do-not-contact or quiet-hour policies, or make commitments that appear to be authorized\nby a customer. Even if our platform is not the target of an attack, we may be perceived as responsible if our customers or partners use\nour agents in environments that are vulnerable to prompt-based exploits. Any such incidents could result in data exposure, regulatory\ninquiries, contractual liability, remediation costs, and harm to our reputation.\n\n \n\n**Customers\nand partners may use our platform for fraudulent, deceptive, or otherwise harmful activities, which could expose us to liability and\nreputational damage.**\n\n** **\n\nOur\nAI agents can be used to place calls, send messages, and complete actions on behalf of our customers and partners. If a customer or partner\nuses our platform for purposes that are fraudulent, deceptive, harassing, or otherwise unlawful—such as scam outreach, abusive\ncollections, misleading health-related communications, or impersonation of individuals or brands—we may be alleged to have facilitated\nor aided such conduct. Even though our contracts prohibit such uses and we provide controls intended to support responsible practices,\nwe may not promptly detect misuse, may be unable to terminate offending accounts quickly, or may be perceived by regulators, carriers,\nor the public as responsible for the resulting harm. Any such misuse could result in carrier or platform blocks, regulatory investigations,\ncivil or criminal liability, negative publicity, and loss of customer and partner trust, any of which could adversely affect our business,\nfinancial condition, and results of operations.\n\n \n\n48\n\n \n\n \n\n**We\nmay be subject to export controls, economic sanctions, and national security–related restrictions that could limit our ability\nto provide or support our services in certain jurisdictions or for certain customers.**\n\n** **\n\nBecause\nour platform uses encryption, AI technologies, and telecommunications infrastructure and may be accessed from multiple jurisdictions,\nwe are or may become subject to U.S. and foreign export control and economic sanctions regimes. These regimes may restrict or prohibit\nthe provision of certain technologies or services to particular countries, regions, entities, or individuals, including parties appearing\non government restricted-party lists. Changes in export controls related to AI models, cloud computing, or telecommunications, or in\nsanctions targeting specific countries or sectors, could require us or our third-party providers to restrict access to our platform,\nreconfigure routing, or refuse or terminate business relationships. Our measures to comply with applicable export control and sanctions\nlaws may be complex and costly, and any failure or alleged failure to comply could result in fines, penalties, reputational harm, and\nlimitations on our ability to conduct business in certain markets.\n\n \n\n**Errors\nor disputes in our usage metering, billing, or revenue recognition could adversely affect our operating results and relationships with\ncustomers and partners.**\n\n** **\n\nOur\nrevenue model depends heavily on accurate tracking of usage metrics such as minutes, messages, and completed actions across multiple\nchannels, tenants, and partners, often in white-label or embedded configurations. If our metering systems contain defects, are misconfigured,\nor interact unexpectedly with partner systems, we may over-bill or under-bill customers, misallocate usage between tiers or SKUs, or\nrecognize revenue in incorrect periods. Correcting such issues may require issuing credits, refunds, or concessions, or may result in\ndisputes, delayed collections, or write-offs. Complex arrangements—such as outcome-based pricing, multi-party contracts, and bundled\nfeatures—may also increase the risk of revenue recognition errors and related internal-control issues. Any material weaknesses,\nrestatements, or customer disputes relating to billing or revenue recognition could damage our reputation, strain partner relationships,\nand adversely affect our business, financial condition, and results of operations.\n\n \n\n**Government\nand private requests for access to data, including call recordings and transcripts, may be difficult to manage and could conflict with\nour contractual or legal obligations.**\n\n** **\n\nWe\nhost or process sensitive information, including call recordings, transcripts, and logs generated through our platform on behalf of customers\nand partners. We may receive subpoenas, discovery requests, law enforcement or national security demands, or other third-party requests\nseeking access to such data. Responding to these requests can be time-consuming and expensive, may require complex legal judgments, and\nmay involve conflicting obligations under different jurisdictions’ laws, including privacy, data-protection, secrecy, or blocking\nstatutes. If we disclose data in response to such requests, affected customers, partners, or individuals may assert that we have violated\nour contracts, privacy commitments, or applicable law. Conversely, if we resist or narrowly interpret requests, regulators or courts\nmay disagree and impose penalties. Any missteps in handling such requests could result in legal liability, adverse publicity, and loss\nof customer trust.\n\n \n\n**Restrictions\non our ability to use customer data, interaction logs, and other information to improve our platform may limit our ability to innovate\nand compete.**\n\n** **\n\nWe\nmay use certain data and logs generated through customer deployments, subject to our agreements and applicable law, to improve routing,\norchestration, evaluation, and other aspects of our AI Agent Operating System. Evolving privacy, data-protection, AI-governance, and\nintellectual-property frameworks, as well as changing customer and partner expectations, may restrict or preclude such uses. We do not\ntrain models on customer data and do not create de-identified or aggregated data from customer content for independent use. While these\nchoices are responsive to customer expectations and vendor settings, they may constrain certain improvement pathways or limit model performance\nrelative to competitors with broader data rights. For example, regulators or courts may impose limits on training or fine-tuning models\nwith customer data, or customers may insist on contractual prohibitions against using their interaction logs for cross-tenant improvements.\nThird-party AI or infrastructure providers we rely on may similarly restrict how we can share or use data in connection with their services.\nThese constraints could increase costs, slow our product roadmap, reduce the effectiveness of our agents, or put us at a competitive\ndisadvantage compared to vendors with broader data rights.\n\n \n\n49\n\n \n\n \n\n**Our\ninsurance coverage may be insufficient to protect us against all of the risks we face, and insurance for certain AI-related exposures\nmay become unavailable or prohibitively expensive.**\n\n** **\n\nWe\ncarry insurance policies covering certain risks, including cyber incidents and directors’ and officers’ liability, but our\ncoverage may not address all of the types or extent of claims that could arise from our business. For example, novel AI-related risks—including\nregulatory changes, allegations relating to automated decision-making, bias or discrimination, misuse of agents, or large-scale communications\nincidents—may be excluded from existing policies, subject to low limits or high deductibles, or only available at significant cost.\nInsurers may also tighten underwriting standards or increase premiums following industry events or claims, particularly for technology\nand AI-focused companies. If we experience a claim or series of claims not fully covered by insurance, or if insurance becomes more expensive,\nunavailable, or subject to more limited coverage, we could incur significant uninsured losses, which could adversely affect our business,\nfinancial condition, and results of operations.\n\n \n\n**Rising\nand volatile input costs relating to AI usage and development may materially increase our cost of revenue and operating expenses, adversely\naffect margins, and impair our growth strategy.**\n\n** **\n\nOur\nbusiness depends on access to reliable and competitively priced infrastructure inputs, including electricity and other utilities for\ncompute and data center operations, advanced semiconductors and related components, cloud and colocation services, network bandwidth,\nand licenses to foundation models and other proprietary software. Global demand for high-performance computing and AI infrastructure\nhas intensified, while supply has been constrained by limited fabrication capacity, long lead times for advanced GPUs and networking\nequipment, and export controls and other geopolitical developments. As a result, vendors and utilities we rely on may substantially increase\nprices, impose surcharges or indexation to commodity or inflation benchmarks, reduce or eliminate promotional credits, or otherwise modify\ncommercial terms. Cloud providers may raise rates for compute, storage, and data egress, alter discount structures tied to minimum commitments,\nor introduce unfavorable metering for inference or training workloads. Similarly, providers of foundation models and other AI software\nmay increase licensing fees, change usage-based pricing, restrict or charge for fine-tuning or derivative use, or modify terms governing\nsafety, attribution, audit, indemnity, and service levels in ways that require us to incur additional costs.\n\n \n\nSustained\nor sudden increases in any of these input costs, or unfavorable changes in commercial terms, could materially increase our cost of revenue\nand operating expenses, compress gross margins, and adversely affect our operating results and cash flows. They could also require additional\ncapital expenditures, reduce the attractiveness of certain product offerings or customer segments, and constrain our ability to invest\nin research, development and growth initiatives. If we are unable to effectively manage or offset these costs through pricing, efficiency\ngains, capacity planning, or diversification of suppliers, our business, financial condition, and results of operations could be materially\nand adversely affected.\n\n \n\n**The\nproliferation of synthetic and human-like interactions, including synthetic voices, may create new disclosure, impersonation, and consumer-protection\nrisks.**\n\n** **\n\nOur\nagents can participate in real-time voice and messaging interactions that may be perceived by end customers as human-initiated, especially\nas speech synthesis and conversational quality improve. Governments and regulators are increasingly focused on synthetic media, “deepfakes,”\nand AI-mediated interactions, including rules that require clear disclosure when users are interacting with an AI system or when synthetic\naudio or video is used. New or existing laws and carrier or platform policies could restrict the use of synthetic voices or require specific\ndisclosures, logging, or consent flows, particularly in sensitive use cases such as collections, healthcare, or financial services.\n\n \n\nWe\nprovide defaults to disclose AI involvement in inbound interactions and review outbound disclosure approaches before enabling those campaigns\nand allow customers to customize these disclosures. If the required disclosed are omitted, insufficient, or not applied to articular\nchannels or jurisdictions, or if our agents, or agents operated by our customers and partners, are perceived as impersonating individuals,\nmisrepresenting their nature as AI systems, or being used to create harmful synthetic content, we could face regulatory scrutiny, claims\nunder consumer-protection or unfair-practices laws, and reputational damage. Implementing new disclosures or consent requirements may\nalso increase friction in user flows, reduce conversion or completion rates, and require product changes that increase our costs or limit\ncertain use cases.\n\n \n\n50\n\n \n\n \n\n**Rapidly\nevolving legal standards around AI training data, model outputs, and synthetic media may increase our compliance burden and that of our\nsuppliers, or limit our ability to use certain AI technologies.**\n\n** **\n\nCourts,\nregulators, and legislatures around the world are actively considering how copyright, data-protection, publicity, and related laws apply\nto AI training data, model outputs, and synthetic media. Recent policy discussions and proposals focus on whether and how copyrighted\nworks may be used to train models, the ownership and protectability of AI-generated content, and the obligations of AI providers and\ndeployers with respect to attribution, opt-outs, and licensing.\n\n \n\nAlthough\nwe generally rely on third-party model providers for training, adverse legal or regulatory developments could increase the costs or constraints\nthose providers face—for example by requiring licenses for training data, imposing new transparency or recordkeeping rules, or\nrestricting cross-border use of training sets—and they may pass those costs or restrictions through to us via higher prices, limited\nfunctionality, or more restrictive terms. We may also face obligations or liability relating to how our customers use or repurpose model\noutputs, particularly as more jurisdictions adopt AI-specific rules or expand existing privacy and consumer-protection regimes to cover\nAI.\n\n \n\nIf\nwe, our suppliers, or our customers are found to have insufficient rights in training data or outputs, or to have violated emerging AI-related\nlegal standards, we could face litigation, enforcement actions, contractual claims, and reputational harm, and may be required to change\nour products or cease using certain models or features.\n\n \n\n**The\nnon-deterministic and evolving behavior of LLMs and AI agents makes it difficult to predict or certify outcomes, which may increase operational,\nlegal, and reputational risk.**\n\n** **\n\nBy\ndesign, many LLMs are non-deterministic: the same input can yield different outputs over time or across model versions. As we and our\nproviders update models, prompts, and orchestration strategies, previously validated workflows may behave differently, including in ways\nthat are harder to detect through traditional software QA methods. This challenge is magnified in multi-agent and tool-using scenarios,\nwhere agents combine model outputs with actions—such as updating records, rescheduling appointments, or initiating downstream workflows—in\ncomplex environments.\n\n \n\nThese\ncharacteristics make it more difficult to provide firm assurances to customers, regulators, and other stakeholders about the exact behavior\nof an agent in all circumstances, to demonstrate consistent compliance with emerging AI-governance standards, or to prove that a particular\nresponse or action could not occur. If our agents, or the underlying models they use, behave unexpectedly, for example by making commitments\non behalf of customers that they did not intend to authorize, escalating conversations unnecessarily, or producing inconsistent disclosures—our\ncustomers may experience operational disruption, regulatory scrutiny, or complaints from their own customers, and may hold us responsible.\nThis could result in increased monitoring and evaluation costs, contractual disputes, reputational harm, and reduced adoption or usage\nof our platform.\n\n \n\n**We\nhold bitcoin as part of our treasury strategy, which is subject to increased volatility and substantial risks associated with cryptocurrency.**\n\n** **\n\nAlthough\nwe believe cryptocurrency has the potential to serve as a hedge against inflation in the long term, the short-term price of cryptocurrency\nas an asset class declined in recent periods during which the inflation rate increased. Some investors and other market participants\nmay disagree with our cryptocurrency acquisition strategy or actions we undertake to implement it. If cryptocurrency prices were to decrease\nor our cryptocurrency acquisition strategy otherwise proves unsuccessful, our financial condition, results of operations, and the market\nprice of our securities would be materially adversely impacted. We hold bitcoin as part of our treasury strategy and account for bitcoin\nat fair value with changes recognized in other income (expense). As a result, our reported net loss may be significantly affected by\nchanges in the market price of bitcoin, which is outside of our control and may introduce material volatility to our reported results.\n\n \n\n51\n\n \n\n \n\n**Our\nbitcoin treasury strategy contains various risks, including those inherent to bitcoin and the broader digital asset ecosystem.**\n\n \n\nWe\nhave made investments in bitcoin as part of our bitcoin treasury strategy. In connection therewith, we maintain a bitcoin treasury reserve,\nwhich held 11.690 bitcoin with a fair value of $797,950 as of March 31, 2026 and based on observable market prices, representing approximately\n15% of our total assets as of March 31, 2026. Our bitcoin treasury strategy contains various risks, which include, but are not limited\nto, the following:\n\n \n\n \n●\n*Volatility*.\nBitcoin is a volatile digital asset that undergoes sharp fluctuations in trading price. The trading price of bitcoin has significantly\ndeclined in the past and such declines may occur again in the future. For example, a hypothetical 50% increase or decrease in bitcoin’s\nfair value would have impacted our net income for the three months ended March 31, 2026 by approximately $398,975, reflecting the\nfair value accounting under ASU 2023-08.\n\n \n \n \n\n \n●\n*Bitcoin does not pay\ninterest or dividends*. Bitcoin does not pay interest, dividends or other returns and we can only generate cash from our bitcoin\nholdings if we sell our bitcoin or implement strategies to create income streams or otherwise generate cash by using our bitcoin\nholdings. Even if we pursue any such strategies, we may be unable to create income streams or otherwise generate cash from our bitcoin\nholdings, and any such strategies may subject us to additional risks.\n\n \n \n \n\n \n●\n*Our bitcoin holdings\nmay significantly impact our financial results*. Our bitcoin holdings have affected our financial results in the past and if we\ncontinue to increase our overall holdings of bitcoin in the future, bitcoin may have an even more pronounced impact on our financial\nresults in the future.\n\n \n\n**Risks\nRelated to Technology, Security, and Privacy**\n\n** **\n\n**A\nsecurity breach or unauthorized access to our systems or those of our third-party service providers could result in the loss, compromise,\nor unauthorized disclosure of customer data, harm our reputation, and subject us to significant liability and regulatory scrutiny.**\n\n** **\n\nOur\nbusiness involves the collection, processing, and storage of sensitive data, including customer business records, communications, and,\nin some cases, payment-related information. We rely on a combination of our own systems and those of third-party service providers, including\ncloud infrastructure, telecommunications partners, and integration vendors—to deliver our AI Agent Operating System and related\nservices. The security of our platform and the protection of customer data are critical to our operations and reputation.\n\n \n\nWe\nmaintain an incident response plan and conduct tabletop exercises, and we are not aware of a material data breach to date. Despite our\nefforts to implement robust security measures—including encryption, access controls, multi-factor authentication, network segmentation,\nvulnerability management, and regular penetration testing—our systems and those of our third-party service providers may be vulnerable\nto cyberattacks, unauthorized access, security breaches, employee or contractor error or malfeasance, phishing, malware, ransomware,\nor other malicious activity. Techniques used to obtain unauthorized access to, or sabotage systems are constantly evolving and may be\ndifficult to detect or defend against, even with the most advanced security tools and practices.\n\n \n\nIf\nwe or our third-party service providers experience a security breach or unauthorized access, customer data could be lost, compromised,\nor disclosed without authorization. Such an incident could result in significant harm to our customers, including business disruption,\nreputational damage, regulatory investigations, and potential legal claims. We could also face direct financial losses, increased costs\nto remediate and enhance security, loss of current and prospective customers, and damage to our brand and competitive position.\n\n \n\nIn\naddition, we are subject to a variety of laws, regulations, and contractual obligations relating to privacy, data protection, and information\nsecurity, including the SOC 2 Trust Services Criteria and other industry standards. A security incident could result in regulatory investigations,\nenforcement actions, fines, penalties, or other liabilities, as well as requirements to notify affected customers and individuals, which\ncould further harm our reputation and business.\n\n \n\nWhile\nwe maintain security and privacy programs designed to protect customer data and comply with applicable requirements, we cannot guarantee\nthat our security measures or those of our third-party service providers will prevent all security incidents. Any actual or perceived\nfailure to prevent a security breach or unauthorized access to customer data could have a material adverse effect on our business, financial\ncondition, and results of operations.\n\n \n\n52\n\n \n\n \n\n**If\nwe fail to obtain, maintain, or timely remediate issues identified in security and compliance audits or certifications, including SOC\n2, our reputation could be harmed, and we could lose customers or be unable to win new business.**\n\n \n\nMany\nof our current and prospective customers, particularly larger enterprises, service providers, and customers operating in regulated industries,\nexpect us to maintain robust security and compliance programs and to demonstrate those programs through independent audits and certifications,\nsuch as SOC 2 Type II reports. We maintain a SOC 2 Type II program supported by third-party audits and assessments. We highlight our\nSOC 2 posture and related controls in our marketing and customer materials, and we expect that customers will increasingly condition\npurchases, renewals, or expansions on our ability to provide satisfactory audit results and responses to security questionnaires.\n\n \n\nOur\nsecurity and compliance programs are complex and continue to evolve. As we grow, expand our product capabilities, and onboard new vendors,\nwe may identify control deficiencies or gaps that require remediation or design changes. Independent auditors may identify findings in\nSOC 2 or other assessments that customers view as material, or may determine that certain controls were not operating effectively during\nthe relevant period. We may be unable to remediate findings on a timely basis, may decide that the cost or operational impact of certain\ncontrols is too high, or may be unable to maintain particular certifications or attestations in the future. In addition, new or more\nstringent standards, or changes in how auditors interpret existing frameworks, may require significant additional investment.\n\n \n\nAny\nactual or perceived failure to maintain adequate security and compliance controls, to obtain or renew certifications or favorable audit\nreports, or to satisfy customer expectations in due-diligence processes could delay or prevent sales, lead to contract terminations or\nreduced usage, harm our reputation and brand, affect our ability to serve regulated customers, and adversely affect our business, financial\ncondition, and results of operations.\n\n \n\n**We\nprocess personal data, including in some cases protected health information, and our failure or the failure of our customers, partners,\nor service providers to comply with privacy, data protection, and healthcare laws could result in significant liability and harm our\nbusiness.**\n\n** **\n\nOur\nplatform processes personal data on behalf of our customers and partners, including contact information, call recordings and transcripts,\nmessage content, account identifiers, usage data, and other business records. In some deployments, particularly in healthcare and related\nverticals, this data may include protected health information, or PHI, subject to the U.S. Health Insurance Portability and Accountability\nAct, or HIPAA, and similar laws, and we may act as a “business associate” pursuant to business associate agreements, or BAAs,\nwith covered entity customers. We may also process limited payments-related metadata and tokens in connection with integrations to customers’\nchosen payment providers.\n\n \n\nAs\na result, we are, and our customers and partners are, subject to numerous federal, state, and foreign laws, regulations, and standards\nrelating to privacy, data protection, and information security, including, for example, HIPAA and its implementing regulations, the California\nConsumer Privacy Act and other U.S. state privacy laws, the EU and UK General Data Protection Regulation, or GDPR, and sector-specific\nrules. These laws are complex, rapidly evolving, and sometimes inconsistent across jurisdictions. Interpretation and enforcement are\nchanging, and new requirements—such as restrictions on cross-border data transfers, limits on automated decision-making, or heightened\nconsent and transparency obligations—may apply to us, our customers, or our partners.\n\n \n\nAlthough\nwe maintain a security and privacy program aligned to the SOC 2 Trust Services Criteria for Security, Availability, and Confidentiality\nand provide controls such as redaction, configurable retention, access controls, and audit logs, these measures may not be sufficient\nto prevent or detect all violations or satisfy all regulatory expectations. Our customers and partners control many aspects of how our\nplatform is configured and used, and their misconfigurations or non-compliance could result in regulatory or contractual exposure for\nthem and, in some cases, for us. Actual or alleged violations of privacy, data protection, or healthcare laws, or breaches of BAAs, could\nresult in investigations, fines, penalties, litigation (including class actions), orders to change our practices, restrictions on our\nability to process certain data or serve particular verticals, and reputational harm. Any of these outcomes could adversely affect our\nbusiness, financial condition, and results of operations.\n\n \n\n53\n\n \n\n \n\nWe\ncurrently store customer data with an industry-leading cloud service provider in the United States. If we expand to additional jurisdictions,\nwe may need to support data localization, in-country hosting, or local vendor arrangements, which could increase cost and complexity\nor delay launches.\n\n \n\n**Evolving\nprivacy, AI governance, and communications regulations may require product changes, constrain capabilities, or increase costs.**\n\n** **\n\nRules\ngoverning automated interactions, consent, transparency, recording, data handling, and cross-border transfers continue to evolve across\njurisdictions. We design product primitives to help customers implement their policies, but changes in law or carrier requirements may\nnecessitate feature modifications, restrict certain workflows, or slow launches pending partner configuration updates. Increased compliance\nburdens may require additional headcount, audits, or tooling investment, which could adversely affect margins and timelines.\n\n \n\n**We\nrely on our own AI Agent Operating System and AI agents to operate important aspects of our business, which may increase our exposure\nto operational, compliance, and reputational risks.**\n\n** **\n\nWe\nuse our own platform and AI agents extensively to operate our business, including for inbound call and message handling, lead qualification\nand routing, appointment scheduling, follow-ups, internal QA and reporting workflows, and other operational tasks. For example, we use\nour proprietary AI agent to triage inbound inquiries across voice, text, email, and web chat, and we use our platform to automate portions\nof internal support and go-to-market operations.\n\n \n\nWhile\nwe believe this “AI-first” approach demonstrates the capabilities of our platform and allows us to operate as a lean organization,\nit also increases our dependence on the availability, performance, and security of our own systems. If our platform or internal agents\nexperience defects, outages, misconfigurations, security incidents, or unexpected behavior, our ability to respond to customer inquiries,\nsupport partners, operate our sales and marketing processes, or meet our own compliance obligations could be impaired. Any such issues\nwould not only disrupt our operations but could also undermine customer and partner confidence in our platform and claims about its reliability,\nguardrails, and return on investment. In addition, because we are an early adopter of our own technologies, weaknesses in our controls\nor workflows may not yet be fully understood or mitigated. Any of these factors could adversely affect our business, financial condition,\nand results of operations.\n\n** **\n\n**We\ncould suffer disruptions, outages, defects, and other performance and quality problems with our AI Agent Operating System or with the\npublic cloud and internet infrastructure on which it relies.**\n\n** **\n\nOur\nbusiness depends on our AI Agent Operating System to be available without disruption. We have experienced, and may in the future experience,\ndisruptions, outages, defects, and other performance and quality problems with our AI Agent Operating System. We have also experienced,\nand may in the future experience, disruptions, outages, defects, and other performance and quality problems with the public cloud and\ninternet infrastructure on which our AI Agent Operating System relies. These problems can be caused by a variety of factors, including\nintroductions of new functionality, vulnerabilities and defects in proprietary and open-source software, human error or misconduct, capacity\nconstraints, design limitations, as well as from internal and external security breaches, malware and viruses, ransomware, cyber events,\ndenial or degradation of service attacks or other security-related incidents.\n\n \n\nFurther,\nif our contractual and other business relationships with our public cloud providers are terminated, suspended, or suffer a material change\nto which we are unable to adapt, such as the elimination of services or features on which we depend, we could be unable to provide our\nAI Agent Operating System and could experience significant delays and incur additional expense in transitioning customers to a different\npublic cloud provider.\n\n \n\nAny\ndisruptions, outages, defects, and other security performance and quality problems with our AI Agent Operating System or with the public\ncloud and internet infrastructure on which it relies, or any material change in our contractual and other business relationships with\nour public cloud providers, could result in reduced use of our AI Agent Operating System, increased expenses, including significant,\nunplanned capital investments and/or service credit obligations, and harm to our brand and reputation, any of which could have a material\nadverse effect on our business, financial condition, and results of operations.\n\n \n\n54\n\n \n\n \n\n**We\nmay fail to maintain and expand relationships with key vendor partners or to convert pilot deployments and embedded features into material\nrecurring usage.**\n\n** **\n\nPartner\nsuccess depends on rapid provisioning, native integration, usage pass-through, and white-label controls. Despite investments in enablement,\npartners may not drive expansion at anticipated rates, may roll out features to limited customer segments, or may reprioritize roadmaps.\nPilot deployments may not convert to durable usage due to end-customer preferences, performance perceptions, pricing sensitivities, or\norganizational changes. Failure to maintain and expand partner relationships could materially affect growth.\n\n \n\n**Customer\nconcentration or reliance on a limited number of partners or large embedded launches could make our results more volatile.**\n\n** **\n\nAs\nwe scale, a small number of significant partners or large vendor launches could account for a meaningful share of usage in a period.\nDelays, contract changes, or underperformance in these deployments could create volatility in revenue, margins, and cash flows. We may\nalso face heightened negotiation leverage from larger partners, resulting in pricing pressure or commercial terms that adversely affect\ngross margins.\n\n \n\n**Our\ncontracts may contain indemnity obligations and liability provisions that expose us to disputes and potential losses.**\n\n** **\n\nCustomer\nand partner agreements may include indemnities for data protection, IP infringement, communications practices, and other obligations.\nLiability caps or exclusions may not be enforceable in all jurisdictions, and insurance coverage may be insufficient or unavailable on\nacceptable terms. Disputes could harm relationships, reduce demand, and impose costs.\n\n \n\n**Risks\nRelated to Intellectual Property**\n\n** **\n\n**We\nmay be sued by third parties for alleged infringement of their proprietary rights, which could adversely affect our business, results\nof operations and financial condition.**\n\n \n\nThere\nhas been considerable patent and other intellectual property development activity in the AI industry, which has resulted in litigation\nbased on allegations of infringement or other violations of intellectual property rights. Our future success depends, in part, on not\ninfringing the intellectual property rights of others. In the future, we may receive claims from third parties, including our competitors,\nalleging that our platform and underlying technology infringe or violate such third party’s intellectual property rights, and we\nmay be found to be infringing upon such rights. We may be unaware of the intellectual property rights of others that may cover some or\nall of our technology. In addition, in operating our platform, we rely significantly on software provided by third parties, including\nwithout limitation, generative AI models and applications, and we may become subject to similar infringement claims related to such third\nparty software. We may not have adequate indemnities from, or we may not be successful in enforcing our rights to indemnification by,\nsuch third party software providers.\n\n \n\nAny\nsuch claims or litigation could cause us to incur significant expenses and, if successfully asserted against us, could require that we\npay substantial damages or ongoing royalty payments, prevent us from offering some portion of our platform, or require that we comply\nwith other unfavorable terms. We may also be obligated to indemnify our customers or business partners in connection with any such litigation\nand to obtain licenses or modify our platform, which could further exhaust our resources. Patent infringement, trademark infringement,\ntrade secret misappropriation and other intellectual property claims and proceedings brought against us, whether successful or not, could\nharm our brand, business, results of operations and financial condition. Litigation is inherently uncertain, and any judgment or injunctive\nrelief entered against us or any adverse settlement could negatively affect our business, results of operations and financial condition.\nIn addition, litigation can involve significant management time and attention and be expensive, regardless of the outcome.\n\n \n\n55\n\n \n\n \n\n**We\ncould incur substantial costs in protecting or defending our intellectual property rights, and any failure to protect our intellectual\nproperty could adversely affect our business, results of operations and financial condition.**\n\n \n\nOur\nsuccess depends in part on our ability to protect our brand and the proprietary methods and technologies underlying our platform. As\nof the date of this Quarterly Report, we rely primarily on unregistered copyrights, trade secrets, proprietary know-how, and contractual\nprotections, along with a single pending U.S. utility patent application relating to our voice-agent integration with PBX systems. We\ndo not currently have any issued patents or registered trademarks, and there can be no assurance that our pending patent application\nwill result in an issued patent or that any patents we may obtain in the future will provide meaningful competitive protection.\n\n \n\nThe\nparticular forms of intellectual property protection that we seek, or our business decisions about when to file patent applications and\ntrademark applications, may not be adequate to protect our business. We could be required to spend significant resources to monitor and\nprotect our intellectual property rights. Litigation may be necessary in the future to enforce our intellectual property rights, determine\nthe validity and scope of our proprietary rights or those of others, or defend against claims of infringement or invalidity. Such litigation\ncould be costly, time-consuming and distracting to management, result in a diversion of significant resources, lead to the narrowing\nor invalidation of portions of our intellectual property and have an adverse effect on our business, results of operations and financial\ncondition.\n\n \n\nWe\nalso rely, in part, on confidentiality agreements with our business partners, employees, consultants, advisors, customers and others\nin our efforts to protect our proprietary technology, processes and methods. These agreements may not effectively prevent disclosure\nof our confidential information, and it may be possible for unauthorized parties to copy our software or other proprietary technology\nor information, or to develop similar software independently without our having an adequate remedy for unauthorized use or disclosure\nof our confidential information. In addition, others may independently discover our trade secrets and proprietary information, and in\nthese cases, we would not be able to assert any trade secret rights against those parties. Costly and time-consuming litigation could\nbe necessary to enforce and determine the scope of our proprietary rights, and the failure to obtain or maintain trade secret protection\ncould adversely affect our competitive business position.\n\n \n\nIn\naddition, the laws of some countries do not protect intellectual property and other proprietary rights to the same extent as the laws\nof the United States. To the extent we expand our international activities, our exposure to unauthorized copying, transfer and use of\nour proprietary technology or information may increase.\n\n \n\nOur\nmeans of protecting our intellectual property and proprietary rights may not be adequate or our competitors could independently develop\nsimilar technology. If we fail to meaningfully protect our intellectual property and proprietary rights, our business, results of operations\nand financial condition could be adversely affected.\n\n \n\n**Our\nuse of open source software could negatively affect our ability to sell our products and subjects us to possible litigation.**\n\n \n\nOur\nsoftware incorporates select open source software, and we expect to continue to incorporate open source software in our software in the\nfuture. Few of the licenses applicable to open source software have been interpreted by courts, and there is a risk that these licenses\ncould be construed in a manner that could impose unanticipated conditions or restrictions on our ability to commercialize our platform\nand services. Moreover, although we have implemented policies designed to regulate the use and incorporation of open source software\ninto our software, we cannot be certain that we have not incorporated open source software in our software in a manner that is inconsistent\nwith such policies. There is a risk that our use of third-party open source software could impose certain requirements on our ability\nto commercialize our platform and services, including requirements that we offer our products that incorporate the open source software\nfor no cost, that we make available source code for modifications or derivative works we create based upon, incorporating or using the\nopen source software and that we license such modifications or derivative works under the terms of applicable open source licenses. If\nan author or other third party that distributes such open source software were to allege that we had not complied with the conditions\nof one or more of these licenses, we could be required to incur significant legal expenses defending against such allegations and could\nbe subject to significant damages, enjoined from generating revenue from customers using products that contained the open source software\nand required to comply with onerous open source license conditions or restrictions. In any of these events, we and our customers could\nbe required to seek licenses from third parties to continue offering our software and we could be required to make proprietary portions\nof our source code freely available or to re-engineer the implicated products or discontinue offering the implicated products to customers\nin the event re-engineering cannot be accomplished on a timely basis. In addition, the use of third-party open source software typically\nexposes us to greater risks than the use of third-party commercial software because open source licensors generally do not provide warranties\nor controls on the functionality or origin of the software. Use of open source software may also present additional security risks because\nthe public availability of such software may make it easier for hackers and other third parties to determine how to compromise our platform.\nAny of the foregoing could harm our business and could help our competitors develop products and services that are similar to or better\nthan ours. Any of the foregoing could require us to devote additional research and development resources to re-engineer our products,\ncould result in customer dissatisfaction and may adversely affect our business, results of operations and financial condition.\n\n \n\n56\n\n \n\n \n\n**Risks\nRelated to Legal and Regulatory Matters**\n\n** **\n\n**We\nare subject to the U.S. Foreign Corruption Practices Act, or FCPA, and similar anti-corruption, anti-bribery, and similar laws, and non-compliance\nwith such laws can subject us to criminal or civil liability and harm our business, financial condition and results of operations.**\n\n** **\n\nWe\nare subject to the FCPA, U.S. domestic bribery laws, the UK Bribery Act, and other anti-corruption and similar laws in the countries\nin which we conduct activities. Anti-corruption and anti-bribery laws have been enforced aggressively in recent years and are interpreted\nbroadly to generally prohibit companies, their employees, and their third-party business partners or intermediaries, representatives,\nand agents from authorizing, offering, or providing, directly or indirectly, improper payments or other benefits, directly or indirectly,\nto government officials or others in the private sector in order to influence official action, direct business to any person, gain any\nimproper advantage, or obtain or retain business. As we increase our international sales and business, our risks under these laws may\nincrease.\n\n \n\nAs\nwe increase our international sales and business and sales to the public sector, we may engage with third-party business partners and\nintermediaries to market our products and services and to obtain necessary permits, licenses, and other regulatory approvals. In addition,\nwe or our third-party business partners or intermediaries may have direct or indirect interactions with officials and employees of government\nagencies or state-owned or affiliated entities. We can be held liable for the corrupt or other illegal activities of our third-party\nbusiness partners or intermediaries, our employees, representatives, contractors, and agents, even if we do not explicitly authorize\nsuch activities.\n\n \n\nThese\nlaws also require that we keep accurate books and records and maintain internal controls and compliance procedures designed to prevent\nany such actions. While we have policies and procedures to address compliance with such laws, we cannot assure investors that our third-party\nbusiness partners or intermediaries, employees, representatives, contractors, and agents will not take actions in violation of our policies\nand applicable law, for which we may be ultimately held responsible.\n\n \n\nDetecting,\ninvestigating, and resolving actual or alleged violations of anti-corruption laws can require a significant diversion of time, resources,\nand attention from senior management, as well as significant defense costs and other professional fees. In addition, noncompliance with\nanti-corruption, or anti-bribery could subject us to whistleblower complaints, investigations, sanctions, settlements, prosecution, enforcement\nactions, fines, damages, other civil or criminal penalties or injunctions against us, our officers, or our employees, disgorgement of\nprofits, suspension or debarment from contracting with the U.S. government or other persons, reputational harm, adverse media coverage,\nand other collateral consequences. If any subpoenas or investigations are launched, or governmental or other sanctions are imposed, or\nif we do not prevail in any possible civil or criminal proceeding, our reputation, business, stock price, financial condition, prospects\nand results of operations could be harmed.\n\n \n\n**Risks\nRelated to Tax Matters**\n\n** **\n\n**Our\nability to use our net operating loss carryforwards to offset future taxable income may be subject to certain limitations.**\n\n** **\n\nAs\nof March 31, 2026, we had federal net operating loss, or NOL, carryforwards of approximately $7.2 million and state NOL carryforwards\nof approximately $1.6 million. Approximately $0.2 million of our state NOL carryforwards expires in 2045 and approximately\n$1.4 million may be carried forward indefinitely. Since our company was incorporated in 2022, we do not have any NOLs generated\nin tax years beginning before January 1, 2018. Under current U.S. federal income tax law, NOLs generated in tax years beginning after\nDecember 31, 2017 may be carried forward indefinitely, but utilization of such post-2017 NOLs that are carried forward to taxable years\nbeginning after December 31, 2020 is limited to a maximum of 80% of the taxable income for such year determined without regard to such\ncarryforwards. Such limitation could harm our business, results of operations, financial condition or prospects.\n\n \n\n57\n\n \n\n \n\nIn\naddition, under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation that undergoes\nan “ownership change,” generally defined as a greater-than-50-percentage-point change (by value) in its equity ownership\nby certain stockholders over a three-year period, is subject to limitations on its ability to utilize its pre-change NOLs and other tax\nattributes such as research tax credits to offset future taxable income or income tax. We may experience ownership changes as a result\nof future offerings or other changes in the ownership of our stock. Future changes in our stock ownership, many of which are outside\nof our control, could result in an ownership change under Sections 382 or 383 of the Code. Furthermore, our ability to utilize NOLs of\ncompanies that we may acquire in the future may be subject to limitations. For these reasons, we may not be able to utilize a significant\nportion of the NOLs, even if we were to achieve profitability. In addition, any future changes in tax laws could impact our ability to\nutilize NOLs in future years and may result in greater tax liabilities than we would otherwise incur and adversely affect our cash flows\nand financial position.\n\n \n\n**We\ncould be subject to additional tax liabilities as a result of changes in tax laws.**\n\n** **\n\nWe\nare subject to U.S. federal, state, and local income, sales, and other taxes in the United States. In the future, we may also be subject\nto foreign income, withholding, and value-added taxes, and other indirect taxes in foreign jurisdictions. In addition, our future income\ntax obligations could be adversely affected by changes in, or interpretations of, tax laws in the United States or in other jurisdictions\nin which we operate.\n\n \n\nIn\naddition, the tax regimes we are subject to or operate under are unsettled and may be subject to significant change, which may become\nincreasingly challenging as we expand our operations globally. Changes in tax laws, issuance of new tax rulings, or changes in interpretations\nof existing laws could cause us to be subject to additional income-based and non-income-based taxes, including payroll, sales, use, value-added,\ndigital, net worth, property, and goods and services taxes, which could adversely affect our results of operations and financial condition.\nIn particular, the U.S. government recently enacted legislation commonly referred to as the One Big Beautiful Bill Act (“OBBBA”)\nwhich, along with other recent U.S. federal tax reform legislation, has resulted in significant changes to the taxation of business entities\nincluding, among other changes, the imposition of minimum taxes or surtaxes on certain types of income, changes to the taxation of income\nderived from international operations, changes in the deduction and amortization of research and development expenditures, and limitations\non the deductibility of business interest. In particular, the OBBBA enacted Section 174A of the Code, permitting the deduction of certain\nU.S. research and development expenditures incurred in tax years beginning on or after January 1, 2025, but expenditures attributable\nto research and development conducted outside the U.S. continue to be required to be capitalized and amortized over a 15-year period.\nThe issuance of additional regulatory or accounting guidance related to these and any future changes in tax law could significantly affect\nour tax obligations and effective tax rate in the period issued.\n\n \n\nDue\nto anticipated expansion of our international business activities, any changes in the U.S. taxation and foreign taxation of our cross-border\nactivities may increase our worldwide effective tax rate and adversely affect our results of operations and financial condition. The\nenactment of legislation implementing changes in the U.S. taxation of international business activities or the adoption of other tax\nreform policies globally could adversely affect our business, financial condition, results of operations, and prospects.\n\n \n\n**Our\noperating results may be negatively affected if we are required to pay additional sales and use tax, value added tax, or other transaction\ntaxes, and we could be subject to liability with respect to all or a portion of past or future sales.**\n\n** **\n\nThe\napplication of U.S. federal, state, local, and foreign tax laws to our business, or any potential changes in our business model, is unclear\nand continually evolving. New tax laws, statutes, rules, regulations, or ordinances could be enacted at any time (possibly with retroactive\neffect) and could be applied solely or disproportionately to our business model or could otherwise negatively impact our results of operations\nand financial condition.\n\n \n\n58\n\n \n\n \n\nWe\nstrive to follow all applicable sales, use, value added and other transaction tax laws and rules in the jurisdictions we operate in.\nIn some jurisdictions in which we do business, we do not believe that we owe such taxes, and therefore we currently do not collect and\nremit such taxes in those jurisdictions or record contingent tax liabilities in respect of those jurisdictions. A successful assertion\nthat we are required to pay additional taxes in connection with sales of our products and solutions, or the imposition of new laws or\nregulations or the interpretation of existing laws and regulations requiring the payment of additional taxes, would result in increased\ncosts and administrative burdens for us. Any increased tax burden may decrease our ability or willingness to compete in relatively burdensome\ntax jurisdictions, result in substantial tax liabilities related to past or future sales, or otherwise seriously harm our business, results\nof operations, financial condition or prospects.\n\n \n\n**Changes\nin our effective tax rate or tax liability may adversely affect our results of operations.**\n\n** **\n\nOur\neffective tax rate could increase due to several factors, including:\n\n \n\n \n●\nchanges in\nthe relative amounts of income before taxes in the various U.S. and international jurisdictions in which we operate due to differing\nstatutory tax rates in various jurisdictions;\n\n \n \n \n\n \n●\nchanges in tax laws, tax\ntreaties, and regulations or the interpretation of them;\n\n \n \n \n\n \n●\nchanges in our international\noperations, corporate structure, business model, or intercompany arrangements;\n\n \n \n \n\n \n●\nchanges to our assessment\nabout our ability to realize our deferred tax assets that are based on estimates of our future results, the prudence and feasibility\nof possible tax-planning strategies, and the economic and political environments in which we do business;\n\n \n \n \n\n \n●\nthe outcome of current\nand future tax audits, examinations, or administrative appeals; and\n\n \n \n \n\n \n●\nlimitations or adverse\nfindings regarding our ability to do business in some jurisdictions.\n\n \n\nAny\nof these developments could adversely affect our business, financial condition, results of operations, and prospects.\n\n \n\n**Risks\nRelated to Ownership of Our Class A Common Stock**\n\n** **\n\n**We\nare a “controlled company” within the meaning of the NYSE American and NYSE Texas rules because our founders beneficially\nown more than 50% of the voting power of our outstanding voting securities.**\n\n \n\nAs\nof the date hereof, our founder and Chief Executive Officer, Lyle Pratt, together with co-founder and Chief Operating Officer, Brandon\nRobinson and co-founder and Chief Product Officer, Timothy Noah Hayes, collectively beneficially own approximately 85.6% of the voting\npower of our outstanding voting securities. Thus, we are a “controlled company” within the meaning of the listing rules of\nNYSE American and NYSE Texas. We may rely on certain exemptions from corporate governance rules, including an exemption from the rule\nthat a majority of our board of directors must be independent directors. Although we currently do not, and do not intend to, rely on\nthe “controlled company” exemption under the listing rules, we could elect to rely on this exemption in the future. In the\nevent that we elected to rely on the “controlled company” exemption, a majority of the members of our board of directors\nmight not be independent directors, and our nominating and corporate governance and compensation committees might not consist entirely\nof independent directors. Our status as a controlled company could cause our shares of Class A common stock to be less attractive to\ncertain investors or otherwise harm our trading price. As a result, investors would not have the same protection afforded to stockholders\nof companies that are subject to these corporate governance requirements. Additionally, investors may be prevented from effecting matters\ninvolving our Company, including:\n\n \n\n \n●\nthe composition\nof our board of directors and, through it, any determination with respect to our business direction and policies, including the appointment\nand removal of officers;\n\n \n \n \n\n \n●\nany determination with\nrespect to mergers or other business combinations;\n\n \n \n \n\n \n●\nour acquisition or disposition\nof assets; and\n\n \n \n \n\n \n●\nour corporate financing\nactivities.\n\n \n\n59\n\n \n\n \n\nFurthermore,\nthis concentration of voting power could have the effect of delaying, deterring, or preventing a change of control or other business\ncombination that might otherwise be beneficial to our stockholders. This significant concentration of share ownership may also adversely\naffect the trading price of our Class A common stock because investors may perceive disadvantages in owning stock in a Company that is\ncontrolled by a small number of stockholders. Although our Company does not, and does not intend to, utilize the controlled company exemptions\nto the corporate governance listing standards, if we continue to be eligible to utilize the controlled company exemptions in the future,\nwe may choose to do so. In such instance we would be exempted from, among other things, the requirements to have a board with a majority\nof independent members and the requirement that we have a nominating and governance committee and compensation committee that are composed\nentirely of independent directors and have written charters addressing the respective committee’s purpose and responsibilities.\n\n \n\n**Our\ndirectors, officers and principal stockholders have significant voting power and may take actions that may not be in the best interests\nof our other stockholders.**\n\n** **\n\nAs\nof the date hereof, our officers, directors and principal stockholders each holding more than 5% of our Class A common stock, collectively,\ncontrol approximately 92.4% of our voting securities. In addition, as of the date hereof, our officers, directors and principal stockholders\ncollectively hold options and warrants to purchase a total of 572,126 shares of our Class A common stock. As a result, these stockholders,\nif they act together, are able to control the management and affairs of our Company and most matters requiring stockholder approval,\nincluding the election of directors and approval of significant corporate transactions. This concentration of ownership may have the\neffect of delaying or preventing a change of control and might adversely affect the market price of our Class A common stock. This concentration\nof ownership may not be in the best interests of our other stockholders.\n\n \n\n**The\nmarket price of our Class A common stock may be volatile and may decline regardless of our operating performance, which could result\nin the loss of all or part of an investment in our Class A common stock.**\n\n** **\n\nThe\ntrading price of our Class A common stock is likely to be volatile and could be subject to fluctuations in response to various factors,\nsome of which are beyond our control. These fluctuations could cause investors to lose all or part of their investment in our Class A\ncommon stock since they might be unable to sell their shares at or above the price they paid. Factors that could cause fluctuations in\nthe trading price of our Class A common stock include the following:\n\n \n\n \n●\nprice and volume\nfluctuations in the overall stock market from time to time;\n\n \n \n \n\n \n●\nvolatility in the trading\nprices and trading volumes of technology stocks;\n\n \n \n \n\n \n●\nvolatility in the trading\nvolumes of our Class A common stock;\n\n \n \n \n\n \n●\nchanges in operating performance\nand stock market valuations of other technology companies generally, or those in our industry in particular;\n\n \n \n \n\n \n●\nsales of shares of our\nClass A common stock by us or our stockholders;\n\n \n \n \n\n \n●\nfailure of securities analysts\nto maintain coverage of us, changes in financial estimates by securities analysts who follow our company, or our failure to meet\nthese estimates or the expectations of investors;\n\n \n \n \n\n \n●\nthe financial projections\nwe may provide to the public, any changes in those projections or our failure to meet those projections;\n\n \n\n60\n\n \n\n \n\n \n●\nannouncements\nby us or our competitors of new products or services;\n\n \n \n \n\n \n●\nthe public’s reaction\nto our press releases, other public announcements and filings with the SEC;\n\n \n \n \n\n \n●\nrumors and market speculation\ninvolving us or other companies in our industry;\n\n \n \n \n\n \n●\nactual or anticipated changes\nin our results of operations or fluctuations in our results of operations;\n\n \n \n \n\n \n●\nactual or anticipated developments\nin our business, our competitors’ businesses or the competitive landscape generally;\n\n \n \n \n\n \n●\nlitigation involving us,\nour industry or both;\n\n \n \n \n\n \n●\nregulatory actions or developments\naffecting our operations, those of our competitors or our industry more broadly;\n\n \n \n \n\n \n●\ndevelopments or disputes\nconcerning our intellectual property or other proprietary rights;\n\n \n \n \n\n \n●\nannounced or completed\nacquisitions of businesses, products, services or technologies by us or our competitors;\n\n \n \n \n\n \n●\nnew laws or regulations\nor new interpretations of existing laws or regulations applicable to our business;\n\n \n \n \n\n \n●\nchanges in accounting standards,\npolicies, guidelines, interpretations or principles;\n\n \n \n \n\n \n●\nany significant change\nin our management; and\n\n \n \n \n\n \n●\ngeneral economic conditions\nand slow or negative growth of our markets.\n\n \n\nIn\nrecent years, the stock markets generally have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate\nto the operating performance of the listed companies. Broad market and industry factors may significantly affect the market price of\nour Class A common stock, regardless of our actual operating performance.\n\n \n\nIn\naddition, in the past, the market for technology and AI-related companies has experienced extreme price and volume fluctuations and class\naction litigation has often been instituted against companies whose securities have experienced periods of volatility in market price.\nSecurities litigation brought against us following volatility in our stock price, regardless of the merit or ultimate results of such\nlitigation, could result in substantial costs, which would hurt our financial condition and operating results and divert management’s\nattention and resources from our business.\n\n \n\n**An\nactive trading market for our Class A common stock may not be sustained in the future.**\n\n \n\nWe\ncannot assure investors that an active trading market for our Class A common stock will be sustained in the future. The absence or limited\nnature of a public market may impair an investor’s ability to sell its shares at the time it wishes or at a price it considers\nreasonable and may also reduce the fair value of an investor’s shares. An inactive market could also impair our ability to raise\ncapital by selling equity securities and to use our equity as acquisition currency. In addition, the breadth and depth of an active market\ndepends in part on the number of shares available for trading (public float), which may be limited for us in the future. If we fail to\nsatisfy the continued listing standards of the applicable stock exchange at any time, our Class A common stock could be delisted, which\nwould further reduce liquidity, impede our ability to raise capital, and could negatively affect the price of our Class A common stock.\nMoreover, market making activities may be limited or sporadic for newly public companies, which can increase bid-ask spreads and price\nvolatility, and trading may be influenced by short-term trading strategies rather than fundamental analysis.\n\n \n\n61\n\n \n\n \n\n**Future\nsales of substantial amounts of our Class A common stock in the public markets, or the perception that they might occur, could cause\nthe market price of our Class A common stock to decline.**\n\n** **\n\nSales\nof a substantial number of shares of our Class A common stock into the public market, particularly sales by our directors, executive\nofficers, and principal stockholders, or the perception that these sales might occur, could cause the market price of our Class A common\nstock to decline. As of the date of this Quarterly Report, we have 9,156,530 shares of our Class A common stock outstanding.\n\n \n\nAll\nof the shares of Class A common stock sold in our IPO are freely tradable without restrictions or further registration under the Securities\nAct, except for any shares held by our affiliates as defined in Rule 144 under the Securities Act (including any shares that were purchased\nby any of our affiliates in our IPO). The remaining shares of our Class A common stock are subject to the lock-up agreements or market\nstand-off agreements described below.\n\n \n\nWe,\nall of our directors and executive officers, and the other holders of substantially all of our common stock outstanding immediately prior\nto our IPO and securities exercisable for or convertible into our common stock immediately prior to our IPO, have entered into agreements\nwith the underwriter of our IPO, under which we and such holders have agreed not to (i) offer, sell, contract to sell, pledge, grant\nany option, right or warrant to purchase, purchase any option or contract to sell, lend or otherwise transfer or dispose of any shares\nof our common stock or any options or warrants to purchase any shares of our common stock, or any securities convertible into, exchangeable\nfor or that represent the right to receive shares of our common stock, which we collectively refer to as the Lock-Up Securities, (ii)\nengage in any hedging transactions or similar arrangement with respect to the Lock-Up Securities, (iii) make any demand for or exercise\nany right with respect to the registration of the Lock-Up Securities, or (iv) otherwise publicly announce any intention to engage in\nor cause any action, activity, transaction or arrangement described in clauses (i), (ii) or (iii), during the period ending on the date\nthat is six (6) months after the date of our Prospectus, or the Lock-Up Period, subject to certain customary exceptions and certain provisions\nthat provide for the release of certain shares of our common stock. In addition, Benchmark Company LLC (“Benchmark”), may,\nin its sole discretion, release all or some portion of the Lock-Up Securities prior to the expiration of the Lock-Up Period. Upon expiration\nor earlier release of the Lock-Up Period, a substantial number of our shares may become available for sale. When the Lock-Up Period expires,\nwe and our security holders subject to a lock-up agreement will be able to sell our shares in the public market. Sales of a substantial\nnumber of such shares upon expiration of the lock-up agreements, or the perception that such sales may occur, or early release of these\nagreements, could cause our market price to fall or make it more difficult for investors to sell their Class A common stock at a time\nand price that they deem appropriate.\n\n \n\nIn\naddition, as of the date of this Quarterly Report, we have options outstanding that, if fully exercised, would result in the issuance\nof 949,885 shares of Class A common stock, and warrants outstanding that, if fully exercised, would result in the issuance of 1,096,518\nshares of Class A common stock. All of the shares of Class A common stock issuable upon the exercise of stock options, and the shares\nreserved for future issuance under our equity incentive plans, have been registered for public resale under the Securities Act. Accordingly,\nthese shares will be able to be freely sold in the public market upon issuance subject to existing lock-up agreements and applicable\nvesting requirements.\n\n \n\nWe\nhave also filed registration statements on Form S-8 to register the shares subject to outstanding equity awards and shares reserved for\nfuture issuance under our equity plans, which, upon issuance, may be freely sold in the public market (subject to applicable vesting\nschedules, Rule 144 and lock-up restrictions).\n\n \n\nAdditionally,\nthe holders of 2,182,345 shares of our capital stock have rights, subject to some conditions, to require us to file registration statements\nfor the public resale of such capital stock or to include such shares in registration statements that we may file for us or other stockholders.\n\n \n\nWe\nmay also issue our shares of Class A common stock or securities exercisable for or convertible into shares of our Class A common stock\nfrom time to time in connection with a financing, acquisition, investments, or otherwise. If we are unable to effectively manage the\nrisks relating to the price of our Class A common stock, our business, financial condition, results of operations, and prospects could\nbe adversely affected.\n\n \n\nAny\nof these events could increase the supply of our Class A common stock in the market and may depress the trading price. Limited public\nfloat could further amplify price movements when large blocks are sold.\n\n \n\n62\n\n \n\n \n\n**We\nare an “emerging growth company” and a “smaller reporting company” and the reduced disclosure requirements applicable\nto emerging growth companies and smaller reporting companies may make our Class A common stock less attractive to investors.**\n\n** **\n\nWe\nare an “emerging growth company” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business\nStartups Act of 2012, or the JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage of certain\nexemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies,\nincluding (i) not being required to comply with the independent auditor attestation requirements of the Sarbanes-Oxley Act of 2022 (the\n“Sarbanes-Oxley Act”), (ii) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy\nstatements and the required number of years of audited financial statements, and (iii) exemptions from the requirements of holding non-binding\nadvisory stockholder votes on executive compensation and stockholder approval of any golden parachute payments not approved previously.\nIn addition, as an emerging growth company, we are only required to provide two years of audited financial statements.\n\n \n\nWe\ncould be an emerging growth company for up to five fiscal years following the completion of our IPO. However, certain circumstances could\ncause us to lose that status earlier, including the date on which we are deemed to be a “large accelerated filer,” under\napplicable SEC rules, if we have total annual gross revenue of $1.235 billion or more, or if we issue more than $1.0 billion in non-convertible\ndebt during any three-year period before that time.\n\n \n\nUnder\nthe JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards\napply to private companies. We have elected to take advantage of the benefits of this extended transition period. Accordingly, our financial\nstatements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.\n\n \n\nAdditionally,\nwe are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take\nadvantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.\nWe will remain a smaller reporting company, even if we are no longer an emerging growth company, until the last day of the fiscal year\nin which (1) the market value of our common equity securities held by non-affiliates equals or exceeds $250 million as of the prior June\n30, and (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year or the market value of our common\nequity securities held by non-affiliates equals or exceeds $700 million as of the prior June 30. To the extent we take advantage of such\nreduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.\n\n \n\nInvestors\nmay find our Class A common stock less attractive because we may rely on certain of these exemptions. If some investors find our Class\nA common stock less attractive as a result, there may be a less active trading market for our Class A common stock and our share price\nmay be more volatile and may decline.\n\n \n\n**We\nincur significant increased costs and demands on management resources as a result of operating as a public company.**\n\n \n\nAs\na public company, we incur significant legal, accounting, compliance, investor relations, and other expenses that we did not incur as\na private company and these expenses will increase even more after we are no longer an “emerging growth company.” Our management\nand other personnel will need to devote a substantial amount of time and incur significant expense in connection with legal, compliance,\nand investor relations initiatives. As a public company, we bear all of the internal and external costs of preparing and distributing\nperiodic public reports in compliance with our obligations under the securities laws.\n\n \n\n63\n\n \n\n \n\nIn\naddition, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act, and the\nrelated rules and regulations implemented by the SEC have increased legal and financial compliance costs and will make some compliance\nactivities more time-consuming. We intend to invest resources to comply with evolving laws, regulations, and standards, and this investment\nwill result in increased general and administrative expenses and may divert management’s time and attention from our other business\nactivities. If our efforts to comply with new laws, regulations, and standards differ from the activities intended by regulatory or governing\nbodies due to ambiguities related to practice, regulatory authorities may initiate legal proceedings against us, and our business may\nbe harmed. In connection with our IPO, we increased our directors’ and officers’ insurance coverage, which increased our\ninsurance cost. In the future, it may be more expensive or more difficult for us to obtain directors’ and officers’ liability\ninsurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors would\nalso make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit\ncommittee and compensation committee, and qualified executive officers. If we are unable to effectively manage these increased costs\nand demands upon management resources, our business, financial condition, results of operations, and prospects could be adversely affected.\n\n \n\n**Our\nmanagement team has limited experience managing a public company.**\n\n** **\n\nOur\nmanagement team has limited experience managing a publicly traded company, interacting with public company investors and securities analysts,\nand complying with the increasingly complex laws pertaining to public companies. These new obligations and constituents require significant\nattention from our management team and could divert their attention away from the day-to-day management of our business, which could\nadversely affect our business, financial condition, results of operations, and prospects.\n\n \n\n**If\nwe fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce\ntimely and accurate financial statements or comply with applicable laws and regulations could be impaired.**\n\n** **\n\nAs\na public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street\nReform and Consumer Protection Act of 2010, the listing requirements of NYSE American and NYSE Texas and other applicable securities\nrules and regulations. We expect that compliance with these rules and regulations will increase our legal and financial compliance costs,\nmake some activities more difficult, time-consuming, or costly, and increase demand on our systems and resources, particularly after\nwe are no longer an emerging growth company.\n\n \n\nThe\nSarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over\nfinancial reporting. We are continuing to develop and refine our disclosure controls, internal control over financial reporting and other\nprocedures that are designed to ensure information required to be disclosed by us in our financial statements and in the reports that\nwe will file with the SEC is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms,\nand information required to be disclosed in reports under the Exchange Act is accumulated and communicated to our principal executive\nand financial officers. In order to maintain and improve the effectiveness of our internal controls and procedures, we have expended,\nand anticipate that we will continue to expend, significant resources, including accounting-related costs and significant management\noversight.\n\n \n\nOur\ncurrent controls and any new controls we develop may become inadequate because of changes in conditions in our business. Further, weaknesses\nin our internal controls may be discovered in the future. Any failure to develop or maintain effective controls, or any difficulties\nencountered in their implementation or improvement, could harm our results of operations, may result in a restatement of our financial\nstatements for prior periods, cause us to fail to meet our reporting obligations, and could adversely affect the results of periodic\nmanagement evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our\ninternal control over financial reporting that we are required to include in the periodic reports we will file with the SEC. However,\nwhile we remain an “emerging growth company,” we will not be required to include an attestation report on internal control\nover financial reporting issued by our independent registered public accounting firm. Ineffective disclosure controls and procedures\nand internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information,\nwhich would likely have a negative effect on the market price of our securities. We are not currently required to comply with the SEC\nrules that implement Sections 302 and 404 of the Sarbanes-Oxley Act, and we are therefore not required to make a formal assessment of\nthe effectiveness of our internal control over financial reporting for that purpose.\n\n \n\n64\n\n \n\n \n\nOur\nindependent registered public accounting firm is not required to formally attest to the effectiveness of our internal control over financial\nreporting until after we are no longer an “emerging growth company” as defined in the JOBS Act. At such time, our independent\nregistered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal\ncontrol over financial reporting is documented, designed, or operating. Any failure to maintain effective disclosure controls and internal\ncontrol over financial reporting could cause a decline in the price of our Class A common stock and could negatively impact our business,\nfinancial condition, results of operations, and prospects.\n\n \n\nAs\na public company, and particularly after we are no longer an “emerging growth company,” significant resources and management\noversight are required. As a result, management’s attention may be diverted from other business concerns, which could harm our\nbusiness, financial condition, and results of operations.\n\n \n\n**We\ncould be subject to securities class action litigation.**\n\n** **\n\nIn\nthe past, securities class action litigation has often been instituted against companies following periods of volatility in the market\nprice of a company’s securities. This type of litigation, if instituted, could result in substantial costs and a diversion of management’s\nattention and resources, which could adversely affect our business, financial condition, results of operations, and prospects. Additionally,\nthe dramatic increase in the cost of directors’ and officers’ liability insurance may cause us to opt for lower overall policy\nlimits or to forgo insurance that we may otherwise rely on to cover significant defense costs, settlements, and damages awarded to plaintiffs.\n\n** **\n\n**If\nsecurities, financial or industry analysts do not publish research or reports about our business, or if they publish inaccurate or unfavorable\nresearch regarding our Class A common stock, our stock price and trading volume could decline.**\n\n** **\n\nThe\ntrading market for our Class A common stock will depend in part on research and reports published by securities or industry analysts.\nIf few analysts cover us, if analysts issue unfavorable commentary or downgrade our stock, or if we fail to meet guidance or analyst\nexpectations (including usage or outcome metrics important to our model), our stock price and trading volume could decline. In addition,\nas a newly public company, analysts may have limited historical information on which to base estimates, which can increase the likelihood\nof forecast errors and negative reactions to quarterly results. If one or more analysts cease coverage of us or fail to publish reports\non us regularly, our visibility in the financial markets could be reduced, which may adversely affect our stock price and trading volume.\n\n \n\n**We\ndo not currently intend to pay dividends for the foreseeable future and consequently investors must rely on appreciation of our Class\nA common stock for any return on their investment, which may never occur.**\n\n** **\n\nWe\nhave never declared or paid cash dividends on our Class A common stock and do not anticipate paying dividends for the foreseeable future.\nWe intend to retain any future earnings to fund operations and growth. Any future determination to pay dividends will be at the discretion\nof our board of directors and will depend on our financial condition, results of operations, capital requirements, contractual restrictions\n(including any debt arrangements), and other factors. As a result, the success of an investment in our Class A common stock will depend\non future appreciation of its market price, which may not occur.\n\n \n\n65\n\n \n\n \n\n**Our\ncharter documents and Delaware law could delay or prevent a change in control that stockholders may consider favorable and may limit\nan investor’s ability to influence corporate matters.**\n\n** **\n\nCertain\nprovisions of our second amended and restated certificate of incorporation and amended and restated bylaws, as well as applicable provisions\nof Delaware law, may have the effect of delaying or preventing a merger, acquisition, or other change of control of the company that\nthe stockholders may consider favorable. In addition, because our board of directors is responsible for appointing the members of our\nmanagement team, these provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management\nby making it more difficult for stockholders to replace members of our board of directors. Among other things, our second amended and\nrestated certificate of incorporation and amended and restated bylaws include provisions that:\n\n \n\n \n●\nprovide that\nour board of directors is classified into three classes of directors with staggered three-year terms;\n\n \n \n \n\n \n●\npermit our board of directors\nto establish the number of directors and fill any vacancies and newly created directorships;\n\n \n \n \n\n \n●\nrequire super-majority\nvoting by our stockholders to amend some provisions in our second amended and restated certificate of incorporation and amended and\nrestated bylaws;\n\n \n \n \n\n \n●\nauthorize the issuance\nof “blank check” preferred stock that our board of directors could use to implement a stockholder rights plan;\n\n \n \n \n\n \n●\nonly a majority of our\nboard of directors or the chairman of the board of directors are authorized to call a special meeting of stockholders;\n\n \n \n \n\n \n●\neliminate the ability of\nour stockholders to call special meetings of stockholders;\n\n \n \n \n\n \n●\ndo not provide for cumulative\nvoting;\n\n \n \n \n\n \n●\ndirectors may only be removed\n“for cause” and only with the approval of at least 66 2/3% of the voting power of our then-outstanding capital stock;\n\n \n \n \n\n \n●\nfollowing the Final Conversion\nDate (as defined in our second amended and restated certificate of incorporation), prohibit stockholder action by written consent,\nwhich will require all stockholder actions to be taken at a meeting of our stockholders;\n\n \n \n \n\n \n●\nour board of directors\nis expressly authorized to make, alter, or repeal our bylaws; and\n\n \n \n \n\n \n●\nestablish advance-notice\nrequirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders\nat annual stockholder meetings.\n\n \n\n**Our\nsecond amended and restated certificate of incorporation contains exclusive forum provisions that could limit our stockholders’\nability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.**\n\n** **\n\nOur\nsecond amended and restated certificate of incorporation provides that, unless we consent in writing to an alternative forum, the Court\nof Chancery of the State of Delaware (or, if it lacks subject matter jurisdiction, the federal district court for the District of Delaware)\nwill be the exclusive forum for certain types of actions and proceedings, including (i) any derivative action or proceeding brought on\nour behalf, (ii) any action asserting a breach of fiduciary duty owed by any of our directors, officers, or employees to us or our stockholders,\n(iii) any action asserting a claim arising under the Delaware General Corporation Law, or our second amended and restated certificate\nof incorporation or amended and restated bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine.\n\n \n\nMoreover,\nSection 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all claims brought to enforce any\nduty or liability created by the Securities Act or the rules and regulations thereunder. Our second amended and restated certificate\nof incorporation provides that the federal district courts of the United States will, to the fullest extent permitted by law, be the\nexclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act, or the Federal Forum Provision.\nOur decision to adopt the Federal Forum Provision followed a decision by the Supreme Court of the State of Delaware holding that such\nprovisions are facially valid under Delaware law. While there can be no assurance that federal or state courts will follow the holding\nof the Supreme Court of the State of Delaware or determine that the Federal Forum Provision should be enforced in a particular case,\napplication of the Federal Forum Provision means that suits brought by our stockholders to enforce any duty or liability created by the\nSecurities Act must be brought in federal court and cannot be brought in state court.\n\n \n\n66\n\n \n\n \n\nSection\n27 of the Exchange Act creates exclusive federal jurisdiction over all claims brought to enforce any duty or liability created by the\nExchange Act or the rules and regulations thereunder. In addition, the Federal Forum Provision applies to suits brought to enforce any\nduty or liability created by the Exchange Act. Accordingly, actions by our stockholders to enforce any duty or liability created by the\nExchange Act or the rules and regulations thereunder must be brought in federal court.\n\n \n\nOur\nstockholders will not be deemed to have waived our compliance with the federal securities laws and the regulations promulgated thereunder.\n\n \n\nAny\nperson or entity purchasing or otherwise acquiring or holding any interest in any of our securities shall be deemed to have notice of\nand consented to our exclusive forum provisions, including the Federal Forum Provision. These provisions may limit a stockholders’\nability to bring a claim in a judicial forum of their choosing for disputes with us or our directors, officers, or employees, which may\ndiscourage lawsuits against us and our directors, officers, and employees. Alternatively, if a court were to find the choice of forum\nprovision contained in our second amended and restated certificate of incorporation or amended and restated bylaws to be inapplicable\nor unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could\nharm our business, financial condition, and results of operations. These provisions do not apply to claims under the Exchange Act, for\nwhich exclusive federal jurisdiction applies by statute.\n\n \n\n**We\nmay need additional capital in the future, and any such financing may result in dilution to stockholders or impose operational or financial\nrestrictions on us.**\n\n** **\n\nWe\nmay require additional capital to fund operations, invest in platform development and integrations, pursue strategic opportunities, or\nrespond to competitive pressures. If we raise funds through equity or equity-linked securities, our existing stockholders could suffer\ndilution, and any such securities may have rights superior to those of our Class A common stock. If we raise funds through debt financing,\nwe may be subject to covenants or other restrictions that limit our operating flexibility. There can be no assurance that additional\nfinancing will be available on acceptable terms or at all, and if we cannot raise needed capital, we may need to reduce our operations,\nscale back growth initiatives, or delay strategic programs. Volatile market conditions could further limit access to capital or increase\nits cost.\n\n \n\n**We\nhave identified a material weakness in our internal control over financial reporting, and we may not be able to successfully implement\nremedial measures.**\n\n \n\nWe\nhave identified control deficiencies in our financial reporting process that constitute a material weakness for the year ended December\n31, 2025, related to not maintaining effective controls over the preparation and review of our financial statements, including controls\nover journal entries and account reconciliations. As a result, material audit adjustments, including those related to capitalized software\ncosts, prepaid expenses, accrued liabilities, and stock-based compensation, were required to correct errors in our financial statements.\n\n \n\nWe\nhave initiated certain measures to remediate this material weakness, and plan to implement additional appropriate measures in the future,\nif necessary. For example, we have implemented a remediation plan that includes new controls and processes, hiring of additional accounting\nand finance personnel with appropriate level of expertise, and improving oversight over and review of significant and complex transactions.\nHowever, there can be no assurance that we will be able to fully remediate our existing material weakness or that our remedial actions\nwill prevent this weakness from re-occurring in the future.\n\n \n\nFurther,\nthere can be no assurance that we will not suffer from other material weaknesses or significant deficiencies in the future. If we fail\nto remediate these material weaknesses or fail to otherwise maintain effective internal controls over financial reporting in the future,\nsuch failure could result in a material misstatement of our annual or quarterly financial statements that would not be prevented or detected\non a timely basis and which could cause investors and other users to lose confidence in our financial statements, limit our ability to\nraise capital and have a negative effect on the trading price of our Class A common stock. Additionally, failure to remediate the material\nweaknesses or otherwise maintain effective internal controls over financial reporting may also negatively impact our operating results\nand financial condition, impair our ability to timely file our periodic and other reports with the SEC, subject us to additional litigation\nand regulatory actions and cause us to incur substantial additional costs in future periods relating to the implementation of remedial\nmeasures.\n\n \n\n67\n\n \n\n \n\n**General\nRisk Factors**\n\n** **\n\n**Estimates\nand projections of our market opportunity and growth may not be accurate, and, even if the market grows as expected, our business may\nnot grow at similar rates.**\n\n** **\n\nOur\nestimates of the market opportunity for Business AI Agents and forecasts of market growth are subject to significant uncertainty and\nare based on various assumptions and third-party data that may not prove accurate. In the section titled “Our Business” of\nour Prospectus, we describe internal modeling that uses a top-down approach anchored to third-party estimates of outsourced call and\ncontact center outsourcing spend (as a proxy for customer service and contact center operations) and applies assumed growth rates and\nan AI penetration layer.\n\n \n\nOur\nanalysis is inherently uncertain and actual market outcomes could differ materially from our assumptions for numerous reasons, including\nslower-than-expected adoption of generative AI and AI agents in customer operations; slower conversion of pilots or experimentation into\nproduction workloads; changes in technology, regulation, or customer preferences; increased competition and pricing pressure; higher-than-expected\nimplementation, integration, safety, or compliance costs; or macroeconomic conditions that reduce overall IT and AI budgets. In addition,\nadjacent markets we reference—such as broader BPO spend, customer experience operations budgets, and other labor- or services-based\ncustomer support spend pools—may prove to be less relevant to AI agent workloads, or may shift more slowly to AI-driven architectures,\nthan we currently assume.\n\n \n\nEven\nif the markets in which we compete grow as we expect, there can be no assurance that our business will grow at similar rates or that\nwe will capture a meaningful share of that growth. Our ability to realize the potential of any market opportunity depends on many factors,\nincluding our success in executing our channel-led strategy; differentiating our platform; competing effectively; scaling our operations;\nand maintaining partner and customer satisfaction. If our market estimates or growth projections prove inaccurate, or if our business\nfails to grow in line with the market, the trading price of our Class A common stock could be adversely affected.\n\n \n\n**Our\nenablement of payment-related workflows exposes us to risks related to fraud, chargebacks, and compliance with payment network rules\nand financial regulations.**\n\n** **\n\nOur\nplatform supports workflows in which AI agents facilitate or initiate payments or other financial transactions through integrations with\nthird-party payment processors and billing platforms chosen by our customers. Although we generally do not act as a payment processor\nor hold full payment card data, we may be associated with transactions that later result in fraud, chargebacks, disputes, or alleged\nviolations of card-network rules or financial regulations. Customers, consumers, payment processors, or card networks may assert that\nour platform contributed to unauthorized or non-compliant transactions (for example, due to disclosure practices, script content, or\nmis-handled consent), and may seek indemnification, refunds, or other remedies. In addition, processors may modify their rules or requirements\nin ways that require platform changes or limit certain workflows. Any of these events could increase our costs, result in losses or penalties,\nreduce adoption of payment-related use cases, or harm our reputation.\n\n \n\n**Our\nuse of contractors, consultants, and a distributed workforce may expose us to misclassification, co-employment, and payroll-related risks.**\n\n** **\n\nTo\nsupport rapid development and partner-led deployments, we may engage independent contractors, consultants, agencies, and other third\nparties, including in foreign jurisdictions. If a government agency, court, or other authority were to determine that these workers should\nbe classified as our employees, we could be liable for additional wage-and-hour obligations, employee benefits, tax withholdings, social\ncontributions, and penalties, as well as potential joint-employer liability for their acts or omissions. Misclassification risks may\nbe heightened by evolving laws, remote-work arrangements, and differences in labor regimes across jurisdictions. Any such findings, or\nchanges to relevant laws, could increase our costs, require us to change our operating model, and adversely affect our business and results\nof operations.\n\n \n\n68\n\n \n\n \n\n**Catastrophic\nevents and other disruptions could harm our business and the price of our Class A common stock.**\n\n** **\n\nNatural\ndisasters, power outages, telecommunications failures, cyberattacks, pandemics, acts of terrorism or war, and other catastrophic events\ncould disrupt our operations, our cloud infrastructure, our partners’ systems, or our telecommunications suppliers and carriers.\nEven with disaster recovery and business continuity arrangements, our services could be interrupted or performance degraded, which could\nharm our reputation, financial condition, and results of operations and adversely affect the trading price of our Class A common stock.\nSupply chain disruptions, carrier policy changes, data center incidents, or failures in third-party services we rely on could exacerbate\nimpacts. Insurance coverage may be unavailable or insufficient to cover all losses, and recovery efforts could divert management attention\nfrom operations.\n\n \n\n**Any\nfuture litigation against us could be costly and time-consuming to defend.**\n\n \n\nWe\nmay become subject to legal proceedings and claims that arise in the ordinary course of business, such as claims brought by our customers\nin connection with commercial or intellectual property disputes or employment claims made by our current or former employees. Litigation\nmight result in substantial costs and may divert management’s attention and resources, which might seriously harm our business,\nfinancial condition, and results of operations. Insurance might not cover such claims, might not provide sufficient payments to cover\nall the costs to resolve one or more such claims, and might not continue to be available on terms acceptable to us (including premium\nincreases or the imposition of large deductible or co-insurance requirements). A claim brought against us that is uninsured or underinsured\ncould result in unanticipated costs, potentially harming our business, financial position, and results of operations. In addition, we\ncannot be sure that our existing insurance coverage will continue to be available on acceptable terms or that our insurers will not deny\ncoverage as to any future claim."}