ITEM1A. RISK F ACTORS. ACTORS Other than as set forth below, there have been no material changes to the Risk Factors previously disclosed in Item 1A. to Part I of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 2025 (our Form 10-K). 10-K), filed with the SEC on March 26, 2026. The risks described in our Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and/or operating results. Our securities are thinly traded and largely illiquid. Our shares of common stock and our warrants are currently quoted on the OTC Markets (OTCQX). Although it is the highest-level platform on the OTC Markets, it is We may not a national exchange, which can prevent institutional investors from trading be successful in listing our securities, and results in a lower frequency of trades and trading volume than securities quoted common stock on a national exchange. Continued trading on the OTCQX may also adversely affect our ability to obtain financing in the future due to the decreased liquidity of our securities exchange, and other restrictions that certain investors have for investing in securities not traded on a national exchange. No assurance can be given as to (i) the likelihood that an active market for our securities will develop and be sustained, (ii) the liquidity of any such market, (iii) the ability of our securityholders to sell their securities or (iv) the prices that our securityholders common stock may obtain for any of our securities that they hold. No prediction can be made as continue to the effect, if any, that future sales of our securities, or the availability of our securities for future sale, will have trade on the market price prevailing from time to time. Sales of substantial amounts of our securities, or the perception that such sales could occur, may adversely affect prevailing market prices of our securities. While we OTC Markets. We intend to seek pursue a listing on the Nasdaq Stock Market (Nasdaq), the New York Stock Exchange (NYSE) or another national stock exchange when of our company is eligible, there can be no assurance when or if our common stock will be listed on Nasdaq, NYSE Nasdaq or another national stock securities exchange. Until then, we expect our Listing on a national securities exchange is subject to remain volatile and lack the liquidity satisfaction of larger companies. If securities or industry analysts do not publish research or reports about our business, or publish negative reports about our business, the price or trading volume initial listing requirements relating to, among other things, minimum stockholders equity, minimum bid price, number of our securities could decline. The trading round lot holders, market for our securities will, to some extent, depend on the research and reports that securities or industry analysts publish about us or our business. We do not have any control over these analysts. If one or more value of publicly held shares, and corporate governance standards, as well as the analysts who cover us downgrade our shares of common stock or change their opinion of our shares of common stock, the price of our securities would likely decline. If one or more of these analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the price or trading volume of our securities to decline. exchanges discretionary review authority. We have in the past, and may in the future, be unable need to comply with the listing standards of OTCQX. If we fail to comply with the listing standards in the future, our Common Stock may be delisted. Delisting could adversely affect the liquidity of our common stock, and the market price of our common raise additional capital, effect a reverse stock could decrease, and our ability split, or take other corporate actions to obtain sufficient additional capital to fund our operations and to continue to operate would satisfy these requirements. There can be substantially impaired. The Companys common stock is currently traded on the OTCQX which has minimum requirements no assurance that a company must we will meet in order to remain listed. For example, these requirements include maintaining compliance with Section 1.1(G) of the OTCQX Rules for U.S. Companies requiring a 10% public float for continued eligibility on the OTCQX (the Float Rule). Following the closing date of our business combination on April 7, 2025, applicable requirements, that any application we had ninety (90) days from such date, may submit will be approved, or July 6, 2025, to comply with Section the Float Rule. On July 3, 2025, we requested from OTCQX an additional ninety (90) day extension to comply with the Float Rule. OTCQX granted our extension on July 9, 2025, and we came into compliance with the Float Rule prior to the extended deadline on October 10, 2025. As of the date of this Quarterly Report, our Common Stock is in compliance with the Float Rule, although we cannot make any assurances that the Company we will be able to comply with this requirement, or other qualitative and quantitative requirements, for continued quotation of its Common Stock on the OTCQX. 41 In addition, on June 18, 2025, OTCQX notified us that the bid price for our Warrants had closed below $0.10 for more than 30 consecutive calendar days, and thus the Company no longer met the minimum bid requirement for continued qualification for the OTCQX International Tier as per Section 2.1(a) of the OTCQX Rules for U.S. Companies (the Minimum Bid Rule). However, on September 3, 2025, our Warrants regained maintain compliance with the Minimum Bid Rule and remain in compliance with the Minimum Bid Rule as of the date of this Quarterly Report. continuing listing standards following any such listing. If either the Common Stock or the Warrants we are delisted from OTCQX, they would instead be quoted on the OTCQB, a lower tier of the OTC Markets. Delisting from the OTCQX could adversely affect our ability unable to raise additional financing through public achieve or private sales of our securities, would significantly affect the ability of investors to trade our maintain a listing on a national securities and would negatively affect the value and liquidity of exchange, our common stock and warrants. Delisting could also have other negative results, including the potential loss of confidence by employees and customers, the loss of institutional investor interest and fewer business development opportunities. Our business may be negatively impacted by imposed tariffs on imports from foreign countries. Changes will continue to policy implemented by the U.S. Congress, the Trump administration or any new administration have impacted and may in the future impact, among other things, the U.S. and global economy, international trade relations, unemployment, immigration, healthcare, taxation, the U.S. regulatory environment, inflation and other areas. For example, during the prior Trump administration, increased tariffs were implemented on goods imported into the U.S., particularly from China, Canada, and Mexico. On February 1, 2025, the U.S. imposed a 25% tariff on imports from Canada and Mexico, OTCQX, which were subsequently suspended for a period of one month, and a 10% additional tariff on imports from China. More recently on April 2, 2025, President Trump signed an executive order imposing a minimum 10% baseline tariff on all U.S. imports, with higher tariffs applied to imports from 57 specific countries. The baseline tariff rate became effective on April 5, while tariffs on imports from the 57 targeted nations, ranging from 11% to 50%, took effect on April 9. On the same day, President Trump announced a 90-day pause on reciprocal tariffs for all but China, which continues to face tariffs as high as 145%. Historically, tariffs have led to increased trade and political tensions, between not only the U.S. and China, but also between the U.S. and other countries in the international community. In response to tariffs, other countries have implemented retaliatory tariffs on U.S. goods. We currently operate a taxi fleet and intend to expand the size of may limit our fleet. To expand liquidity, restrict our taxi fleet, the Company intends access to purchase additional vehicles. Any of the abovementioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the tariff on imports from foreign countries could institutional investors, and adversely affect our business, including an increase to the cost of vehicles the Company intends to purchase in the future and supply chain disruptions that limit our ability to purchase vehicles and the required component parts to convert vehicles into taxicabs. The extent and duration of any tariffs or related market disruptions are impossible to predict, but could be substantial and may also have the effect of heightening other risks listed in our Annual Report on Form 10-K and this Quarterly Report, which could materially adversely affect our business, profitability and financial condition. 42 raise capital.