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BNAI on Nasdaq

Brand Engagement Network Inc.

Brand Engagement Network Inc. is an American computer integrated systems design services company.1 It is headquartered in Wilmington, Delaware.1 Its shares trade on Nasdaq under the symbol BNAI.1

$5.81 up 0.65 (12.60%)Price as of Oct 15, 2026 at 17:33 UTC

Last updated Oct 21, 2026.

Overview

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  • TickerBNAI on Nasdaq1
  • IndustryServices-Computer Integrated Systems Design1
  • HeadquartersWilmington, Delaware1
  • Incorporated inDE3
  • Business address300 Delaware Ave, Suite 210 #409, Wilmington, De 198013
  • Filer category, Emerging growth company3
  • Legal formCorporation

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Africa through ongoing collaborations with local technology partners, including Valio Technologies and hospitality-related partners.4 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

-4589.3%Operating margin5
-3135.2%Net margin5
175.7%Revenue growth, 20255
-249.2%Return on equity5
-$5.1MFree cash flow5

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Research and development59¢$163.0K
  • Other costs41¢$112.1K

Out of $275.1K in revenue.5 The company lost money this year.

Financial statements

Revenue65$275.1K in 2025+681% since 2023
0$100.0K$200.0K$300.0K2023: $35.2K$35.2K20232024: $99.8K$99.8K2024+183%2025: $275.1K$275.1K2025+176%
Gross profit6$99.8K in 2024+183% since 2023
0$25.0K$50.0K$75.0K$100.0K2023: $35.2K$35.2K20232024: $99.8K$99.8K2024+183%
Operating income7865-$12.6M in 2025+446% since 2021
-$40.0M-$30.0M-$20.0M-$10.0M02021: -$2.3M-$2.3M20212022: -$5.4M-$5.4M2022+133%2023: -$11.7M-$11.7M2023+117%2024: -$36.5M-$36.5M2024+212%2025: -$12.6M-$12.6M2025−65%
Net income7865-$8.6M in 2025
-$40.0M-$20.0M0$20.0M2021: $5.1M$5.1M20212022: $7.2M$7.2M2022+42%2023: -$11.7M-$11.7M20232024: -$33.7M-$33.7M2024+187%2025: -$8.6M-$8.6M2025−74%

Every line of the income statement as filed: the last 2 fiscal years, latest first.5

Period ending2025-12-312024-12-31
Revenue$275.1K$99.8K
General and administrative expenses$8.9M$19.2M
Research and development$163.0K$1.1M
Impairment of deferred customer acquisition costs$13.5M
Depreciation and amortization$3.9M$2.7M
Total operating expenses$12.9M$36.6M
Gain (Loss) from operations-$12.6M-$36.5M
Interest expense, net-$410.5K-$202.9K
Change in fair value of warrant liabilities$197.3K$994.7K
Gain (loss) on debt extinguishment$4.2M$1.9M
Other income (expense), net$22.8K$20.5K
Total other income, net$4.0M$2.8M
Loss before income tax benefit-$8.6M-$33.7M
Net income (loss)-$8.6M-$33.7M
Net income (loss) per common share- basic-$1.97-$10.25
Net income (loss) per common share- diluted-$1.97-$10.25
Weighted average number of common shares outstanding - basic4.4M shares3.3M shares
Weighted average number of common shares outstanding - diluted4.4M shares3.3M shares

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Corporate structure

Brand Engagement Network Inc. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Brand Engagement Network Inc.

  • BlackRock Filed SCHEDULE 13G on Brand Engagement Network Inc., latest Jul 27, 2026
  • Ben Capital Fund I LLC Filed SCHEDULE 13G on Brand Engagement Network Inc., latest May 19, 2026
  • AFG Companies, Inc. Filed SCHEDULE 13G on Brand Engagement Network Inc., latest May 15, 2026
  • Goldman Sachs Filed SCHEDULE 13G/A on Brand Engagement Network Inc., latest May 8, 2026 (2 filings since Feb 9, 2026)
  • Joseph Alexander Bevash Filed SCHEDULE 13G on Brand Engagement Network Inc., latest Apr 7, 2026
  • FIR TREE CAPITAL MANAGEMENT LP Filed SC 13G/A on Brand Engagement Network Inc., latest Nov 14, 2024 (2 filings since Feb 14, 2024)
  • October 3rd Holdings, LLC Filed SC 13D on Brand Engagement Network Inc., latest Jul 26, 2024
  • Radcliffe Capital Management, L.P. Filed SC 13G/A on Brand Engagement Network Inc., latest Feb 14, 2024 (2 filings since Mar 10, 2023)
  • ARISTEIA CAPITAL, L.L.C. Filed SC 13G/A on Brand Engagement Network Inc., latest Feb 12, 2024 (3 filings since Feb 14, 2022)
  • Polar Asset Management Partners Inc. Filed SC 13G on Brand Engagement Network Inc., latest Feb 12, 2024
  • GLAZER CAPITAL, LLC Filed SC 13G/A on Brand Engagement Network Inc., latest Feb 14, 2023 (2 filings since Feb 14, 2022)
  • MILLENNIUM MANAGEMENT LLC Filed SC 13G/A on Brand Engagement Network Inc., latest Jan 27, 2023 (2 filings since Mar 23, 2022)
  • Brand Engagement Network Inc. Wilmington, Delaware

Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Brand Engagement Network Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$930.9K5 Dec 31, 2025$903.4K5 Dec 31, 2024+3.0%
Accumulated depreciation$643.8K5 Dec 31, 2025$610.6K5 Dec 31, 2024+5.4%
Property and equipment, net$287.1K5 Dec 31, 2025$292.8K5 Dec 31, 2024−1.9%
Operating-lease assets (leased space)$329.5K5 Dec 31, 2025$507.2K5 Dec 31, 2024−35.0%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$172.1K5 Dec 31, 2025$149.3K5 Dec 31, 2024+15.3%

Intangibles and goodwill

ItemLatestA year beforeChange
Intangible assets, net (excluding goodwill)$13.1M5 Dec 31, 2025$16.1M5 Dec 31, 2024−19.1%
Accumulated amortization$6.8M5 Dec 31, 2025$2.9M5 Dec 31, 2024+134.1%
Finite-lived intangibles, net$13.1M5 Dec 31, 2025$16.1M6 Dec 31, 2024−19.1%

Properties, in its own words

We do not own any buildings or other real property. Our principal executive offices are located at 300 Delaware Ave, Suite 210, Wilmington, Delaware 19801.

The Company leases 5800 square feet of office space at Shinwon Plaza, 28-2 Hannam-dong, Yongsan-gu, Seoul. The lease has a term of 3 years, which began on September 15, 2024 and terminates on September 14, 2027. The lease has an option to renew and has an annual escalation of 3%; monthly rent is KRW 16,398,000, plus value-added tax of 10%.

Item 2 of the 10-K filed Apr 16, 2026.4

Leadership

Who has led Brand Engagement Network Inc., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Christopher Gaertner2021
  2. Michael Zacharski2024–now

President

  1. Paul Wonki Chang2024

Chief financial officer

  1. Christopher Gaertner2021
  2. Bill T. Williams2024
  3. Walid Khiari2024–now

Chief operating officer

  1. Walid Khiari2024–now
2025
Board members and other officers (15)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • Executive OfficerJames D. Henderson named Feb 25, 2026 to Jun 30, 202629
  • DirectorRichard J. Issacs named Feb 25, 2026 to Jun 30, 202629
  • DirectorThomas J. Morgan named Jul 11, 2024 to Jun 30, 202629
  • DirectorBernard J. Puckett named Jul 11, 2024 to May 26, 202630
  • PromoterMichael Lucas named Jul 11, 2024 to Sep 9, 202431

Former names

  • DHC Acquisition Corp.Jan 15, 2021 to Mar 15, 20243

Timeline

  1. Sep 22, 20268-K Entered a material agreement; Unregistered sale of shares; Regulation FD disclosure32
  2. Sep 17, 20268-K Financial statements and exhibits33
  3. Aug 28, 20268-K Other events34
  4. Aug 14, 20268-K Results of operations35
  5. Jul 27, 20268-K Results of operations36
  6. Jul 24, 20268-K Unregistered sale of shares; Regulation FD disclosure37
  7. Jul 17, 20268-K Executive or director change38
  8. Jul 13, 20268-K Executive or director change39
  9. Jul 1, 20268-K Completed an acquisition or sale40
  10. Jun 30, 20268-K Completed an acquisition or sale; Unregistered sale of shares; Regulation FD disclosure41
  11. Jun 29, 20268-K Unregistered sale of shares; Regulation FD disclosure42
  12. Jun 17, 20268-K Unregistered sale of shares; Regulation FD disclosure43
  13. Mar 14, 2024New chief executive Michael Zacharski becomes CEO12
  14. Mar 1, 2021New chief executive Christopher Gaertner becomes CEO13

Calendar

Coming up

  1. Nov 24, 2026Reports results for the quarter ending Sep/202644

When it reported results

  1. Aug 14, 2026Reported quarterly or annual results35
  2. Jul 27, 2026Reported quarterly or annual results36
  3. Oct 14, 2025Reported quarterly or annual results45
  4. Jun 10, 2025Reported quarterly or annual results46
  5. Mar 28, 2025Reported quarterly or annual results47
  6. Nov 14, 2024Reported quarterly or annual results48
  7. Aug 14, 2024Reported quarterly or annual results49
  8. May 14, 2024Reported quarterly or annual results50

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

331 filings to the SEC since October 2021: 5 annual reports, 17 quarterly reports, 91 major events, 43 insider forms, 20 large holders, 8 private raises, 147 other. The latest 20:

  1. Sep 22, 20268-K EDGAR
  2. Sep 17, 20268-K/A EDGAR
  3. Aug 28, 20268-K EDGAR
  4. Aug 14, 202610-Q EDGAR
  5. Aug 14, 20268-K EDGAR
  6. Jul 27, 2026SCHEDULE 13G EDGAR
  7. Jul 27, 20268-K EDGAR
  8. Jul 24, 20268-K EDGAR
  9. Jul 17, 20268-K EDGAR
  10. Jul 13, 20268-K EDGAR
  11. Jul 1, 20268-K/A EDGAR
  12. Jun 30, 20268-K EDGAR
  13. Jun 30, 2026D EDGAR
  14. Jun 30, 2026D EDGAR
  15. Jun 29, 20268-K EDGAR
  16. Jun 17, 20268-K EDGAR
  17. Jun 9, 20268-K EDGAR
  18. Jun 5, 20268-K EDGAR
  19. Jun 3, 20268-K EDGAR
  20. May 26, 2026D EDGAR

The 331 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

2 open-market trades by officers, directors and large owners since October 2021: 0 buys and 2 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Dec 15, 2025Pinnam Venkata RamanaSVP ENGINEERINGSale267$2.59$692Form 4
Dec 12, 2025Pinnam Venkata RamanaSVP ENGINEERINGSale3,728$2.65$9.9KForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2024Paul Chang$420.0K$1.4M64
2024Michael Zacharski$345.9K$732.0K64
2024Bill Williams$458.3K$608.3K64
2024James Richard Howard$350.0K$500.2K64
2024Tyler Luck33$167.2K$304.8K64
2023former Chief Executive Officer$206.2K$3.3M64
2023former Chief Financial Officer$125.0K$1.6M64
2023Chief Executive Officer$275.8K64
2023Chief Product Officer and former principal executive officer$117.8K64
2023Chief Information and Data Officer$43.8K64

Funding

Where the company's money came from, by calendar year: private offerings filed with the SEC, federal grants, loans, contracts and other assistance from USAspending.gov, and PPP loans from the SBA. Each bar links to the records below.

Money received by year$15.0M 2024–2026
Money received by yearMoney received by year, 2024–2026: $15.0M in all. Private raises (Form D) $15.0M.$0$5M$10M$15M2024 · Private raises (Form D): $11.4M202420252026 · Private raises (Form D): $3.5M2026
Figures by year
YearPrivate raises (Form D)Total
2026$3.5M$3.5M
2024$11.4M$11.4M

Private raises

Private offerings the company reported to the SEC on Form D. The amount is what the latest filing says was sold so far, charted in the year of the first sale. Covers filings since Oct 1, 2021.

  1. Jun 4, 2026Raised $1 million in a private offering of equity65 Form D: 1 investor so far Form D
  2. Apr 29, 2026Raised $500,000 in a private offering of equity30 Form D: $8 million offered in all Form D
  3. Apr 21, 2026Raised $1 million in a private offering of equity29 Form D: 1 investor so far Form D
  4. Jan 29, 2026Raised $1 million in a private offering of equity66 Form D: $1.5 million offered in all Form D
  5. Jan 13, 2025Filed a private offering of equity67 Form D: $16.2 million offered in all Form D
  6. Aug 26, 2024Raised $10.7 million in a private offering of equity31 Form D: 11 investors so far Form D
  7. Jul 1, 2024Raised $300,000 in a private offering of equity68 Form D: 1 investor so far Form D
  8. Jun 30, 2024Raised $420,000 in a private offering of equity69 Form D: 1 investor so far Form D

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 40. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
BlackRock, Inc.331,578$5.7M0.0%+246,746
Vanguard Capital Management LLC145,195$2.5M0.0%−10,767
Geode Capital Management, LLC107,716$1.8M0.0%+59,349
State Street Corp78,550$1.3M0.0%+58,700
Themes Management Co LLC50,338$861.3K0.6%−5,202
Vanguard Portfolio Management LLC49,969$855.0K0.0%New
UBS Group AG41,126$703.7K0.0%−84,370
Susquehanna International Group, Llp37,472$641.1K0.0%+30,356
Northern Trust Corp34,270$586.4K0.0%+25,347
Corps Capital Advisors, LLC32,939$563.6K0.5%+4,605
Vanguard Fiduciary Trust Co27,785$475.4K0.0%+4,405
Engineers Gate Manager LP19,153$327.7K0.0%New
Lee, Kelleher & Klein Wealth Management17,003$290.9K0.2%No change
Arch Global Advisors, LLC12,480$213.5K0.1%New
Bank of New York Mellon Corp11,887$203.4K0.0%New
Mangrove Partners Im, LLC11,435$195.7K0.0%New
Charles Schwab Investment Management Inc10,903$186.6K0.0%New
Morgan Stanley8,190$140.1K0.0%−12,738
New York State Common Retirement Fund5,600$95.8K0.0%New
Deutsche Bank Ag\4,372$74.8K0.0%New
Rhumbline Advisers4,172$71.4K0.0%New
Wells Fargo & Company/mn4,089$70.0K0.0%New
Police & Firemen's Retirement System of New Jersey2,382$40.8K0.0%New
Citigroup Inc2,108$36.1K0.0%New
MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd.2,064$35.3K0.0%New

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Brand Engagement Network Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARBrand Engagement Network Inc.1
  • CIK0001838163
  • Employer ID (EIN)98-15747984
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; a shell company4
  • Incorporated inDelaware4
  • Fiscal year endsDecember 311
  • Industry code (SIC)7373 Services-Computer Integrated Systems Design1
  • SEC reviewing officeOffice of Technology, Division of Corporation Finance1
  • Business address300 Delaware Ave, Suite 210 #409, Wilmington, DE 198011
  • Phone307-757-36501
  • Shares outstanding7,488,046 as of Aug 14, 202610
  • Public float$298.5M as of Apr 13, 20264
  • AuditorL J Soldinger Associates, LLC, Deer Park, Illinois PCAOB ID 318; no auditor attestation of internal control over financial reporting4
  • On EDGAR sinceJan 15, 20211
  • Filings354 in all: 8-K (89), 424B3 (63), 4 (27), 3 (20), 425 (20), 10-Q (17), CORRESP (14), UPLOAD (11)1
    All 41 form types

    D (8), SC 13G (7), 8-K/A (6), EFFECT (6), S-1 (6), SC 13G/A (6), 10-K (5), NT 10-Q (5), SCHEDULE 13G (5), S-1/A (4), S-4/A (4), DEF 14A (3), PRE 14A (3), 10-Q/A (2), 144 (2), 3/A (2), 4/A (2), S-8 (2), 25-NSE (1), 424B4 (1), 8-A12B (1), ARS (1), CERT (1), DEFA14A (1), DRS (1), NT 10-K (1), POS AM (1), RW (1), S-1MEF (1), S-4 (1), SC 13D (1), SCHEDULE 13G/A (1), SEC STAFF ACTION (1)

  • Latest filingsAnnual report (10-K) Apr 16, 2026
    Quarterly report (10-Q) Aug 14, 2026
    Proxy statement (DEF 14A) Nov 6, 2025
    Latest 8-K (8-K) Sep 22, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, par value $0.0001 per shareBNAIThe Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per shareBNAIWThe Nasdaq Stock Market LLC

From the cover page of the 10-K filed Apr 16, 2026 (Section 12(b) of the Exchange Act).4

Risk factors and legal proceedings

The risks Brand Engagement Network Inc. names in Item 1A of its 10-K filed Apr 16, 2026: 52 risks under these headings, as written.4

  • Risks Related to our Business and Industry
  • We have a limited operating history, which makes it difficult to evaluate our prospects and future results of operations.
  • We have a history of losses and may not be able to achieve profitability on a consistent basis or at all.
  • We expect to be dependent on a limited number of customers and end markets. A decline in revenue from, or the loss of, any significant customer, could have a material adverse effect on our financial condition and operating results.
  • The total addressable market opportunity for our current and future products may be much smaller than we estimate.
  • We have filed a lawsuit against one of our commercial partners, and lawsuits and other litigation matters are expensive and time consuming, and, if resolved adversely, could harm our business, financial condition, or results of operations.
  • Our results of operations and key financial and operational metrics are likely to fluctuate significantly on a quarterly basis in future periods and may not fully reflect the underlying performance of our business, which makes our future results difficult to predict and could cause our results of operations to fall below expectations.
  • We have identified material weaknesses and significant deficiencies in our internal control over financial reporting. If our remediation of the material weaknesses and significant deficiencies are not effective, or if we experience additional material weaknesses or significant deficiencies in the future or otherwise fail to maintain an effective system of internal controls in the future, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect investor confidence in us and, as a result, the value of our Common Stock.
  • Our sales cycles may be long and unpredictable, particularly with respect to large subscriptions, and our sales efforts require considerable time and expense.
  • Our business depends on customers purchasing additional subscriptions and products from us and renewing their subscriptions. If customers do not renew or expand their subscriptions with us, our revenue may decline and our business, financial condition and results of operations may be harmed.
  • Our revenue growth depends in part on the success of our strategic relationships with third parties, including channel partners, and if we are unable to establish and maintain successful relationships with them, our business, operating results, and financial condition could be adversely affected.
  • Our ability to sell our software and services to customers is dependent on the quality of our offerings, and our failure to maintain the quality of our offerings could have a material adverse effect on our sales and results of operations.
The other 41 risks
  • Downturns or upturns in our sales may not be immediately reflected in our financial position and results of operations.
  • We face intense and growing competition for our products and services, including advancements in artificial intelligence (“AI”) and we may lack sufficient financial or other resources to maintain or improve our competitive positions.
  • We may not be able to effectively develop and expand our sales, marketing and customer support capabilities.
  • We may generate a significant portion of our revenues primarily from a few major customers, and loss of business from such customers could reduce our revenues and significantly harm our business.
  • If we are not able to grow, maintain and enhance our brand and reputation, our relationships with our customers, partners, investors and employees may be harmed, and our business and results of operations may be adversely affected.
  • We may not be able to successfully manage our growth, and if we are not able to grow efficiently, our business, financial condition and results of operations could be harmed.
  • If we are unable to achieve and sustain a level of liquidity sufficient to support our operations and fulfill our obligations, our business, operating results and financial position could be adversely affected.
  • Changes in our subscription or pricing models could adversely affect our operating results.
  • We may offer discounts on our pricing models to drive awareness of our products and encourage usage and adoption. If these marketing strategies fail to lead to customers entering into long-term contracts with company-favorable pricing terms, our ability to grow our revenue will be adversely affected.
  • The benefits of our products to customers and projected return on investment have not been substantiated through long-term trials or use.
  • The loss of one or more key members of our management team or personnel, or our failure to attract, integrate and retain additional personnel in the future, could harm our business and negatively affect our ability to successfully grow our business.
  • If we choose to acquire or invest in other new businesses, products or technologies, we may be unable to complete these acquisitions or successfully integrate them in a cost-effective and/or non-disruptive manner.
  • We may acquire or invest in companies and technologies, which may divert our management’s attention, and result in additional dilution to our stockholders. We may be unable to integrate acquired businesses and technologies successfully or achieve the expected benefits of such acquisitions or investments.
  • Information technology spending, sales cycles and other factors affecting the demand for our offerings and our results of operations may be negatively impacted by current macroeconomic conditions, including declining rates of economic growth, supply chain disruptions, inflationary pressures and increased interest rates.
  • Our operations could be affected by the rapidly evolving, complex laws, rules and regulations to which our business will become subject, and political and other actions may adversely impact our business.
  • We may become involved in legal, regulatory, and administrative inquiries and proceedings, and unfavorable outcomes in litigation or other matters could negatively impact our business, financial conditions, and results of operations.
  • AI is a nascent and rapidly changing technology. The slowing or stopping of the development or acceptance of AI technologies may adversely affect our business.
  • Social and ethical issues relating to the use of new and evolving technologies, such as AI, in our offerings may result in reputational harm and liability.
  • Deterioration of the economic conditions in South Korea could adversely affect our current business, financial conditions and results of operation.
  • Risks Related to Intellectual Property, Information Technology, Data Privacy and Security
  • We will rely in part upon third-party providers of cloud-based infrastructure to host our products. Any disruption in the operations of these third-party providers, limitations on capacity or interference with our use could adversely affect our business, financial condition and results of operations.
  • A real or perceived defect, security vulnerability, error, or performance failure in our software could cause us to lose revenue, damage our reputation, and expose us to liability.
  • We could incur substantial costs as a result of any claim of infringement, misappropriation or violation of another party’s intellectual property rights.
  • Unauthorized use of our proprietary technology and intellectual property could adversely affect our business and results of operations.
  • Our failure to protect our intellectual property rights and proprietary information could diminish our brand and other intangible assets.
  • Issues in the use of AI or machine learning in our software may result in reputational harm or liability.
  • We may be unable to respond quickly enough to changes in technology and technological risks and to develop our intellectual property into commercially viable products.
  • If our information technology systems or those of third parties upon which we rely, or our data are or were compromised, we could experience adverse consequences resulting from such compromise, including but not limited to regulatory investigations or actions; litigation; fines and penalties; disruptions of our business operations; reputational harm; loss of revenue or profits; and other adverse consequences.
  • We are or may become subject to stringent and evolving U.S. and foreign laws, regulations, and rules, contractual obligations, industry standards, policies and other obligations related to data privacy and security. Our actual or perceived failure to comply with such obligations could lead to regulatory investigations or actions; litigation (including class claims) and mass arbitration demands; fines and penalties; disruptions of our business operations; reputational harm; loss of revenue or profits; and other adverse business consequences.
  • Risks Related to Ownership of Our Common Stock and Public Warrants
  • A market for our Common Stock and Public Warrants may not be sustained, which would adversely affect the liquidity and price of our Common Stock and Public Warrants. If securities or industry analysts do not publish research, or publish inaccurate or unfavorable research, about our business, the price and liquidity of our Common Stock and Public Warrants could decline.
  • We incur increased costs as a result of operating as a public company, and our management is required to devote substantial time to compliance with our public company responsibilities and corporate governance practices.
  • Failure to establish and maintain effective internal controls in accordance with Section 404 of Sarbanes-Oxley could have a material adverse effect on our business and stock price.
  • Delaware law and provisions in our Certificate of Incorporation and Bylaws could make a merger, tender offer, or proxy contest difficult, thereby depressing the trading price of our Common Stock.
  • The provision in our Charter requiring exclusive venue in the Court of Chancery in the State of Delaware and the federal district courts of the United States for certain types of lawsuits may have the effect of discouraging lawsuits against directors and officers.
  • Future sales of shares by existing shareholders could cause our stock price to decline.
  • The Company may redeem unexpired Public Warrants prior to their exercise at a time that is disadvantageous to the holder, thereby making the Public Warrants worthless.
  • We have the ability to require holders of the Public Warrants to exercise such warrants on a cashless basis, which will cause holders to receive fewer shares of Common Stock upon their exercise of the Public Warrants than they would have received had they been able to exercise their Public Warrants for cash.
  • The exclusive forum clause set forth in the warrant agreement governing the Public Warrants may have the effect of limiting an investor’s rights to bring legal action against us and could limit the investor’s ability to obtain a favorable judicial forum for disputes with us.
  • Our business and operations could be negatively affected if we become subject to any securities litigation, shareholder activism or “short squeeze” trading activity, which could cause us to incur significant expense, hinder execution of business and growth strategy and impact our stock price.
  • If our operating and financial performance in any given period does not meet the guidance provided to the public or the expectations of investment analysts, the market price of our Common Stock and Public Warrants may decline.
  • A substantial number of the Company’s Common Stock are restricted securities and as a result, there may be limited liquidity for our Common Stock.
  • Our Common Stock may be delisted from the Nasdaq Capital Market which could negatively impact the price of our Common Stock, liquidity and our ability to access the capital markets.

Legal proceedings

On January 16, 2025, the Company filed a lawsuit against AFG and its Chief Executive Officer, Ralph Wright Brewer III, in the Northern District of Texas, Dallas Division alleging fraudulent misrepresentation, breach of contract, and the concealment of a ransomware attach on its own network shortly before the Reseller Agreement was executed. Given that the litigation remains in its early stages, the Company is currently unable to estimate the potential range of recoverable damages or the potential loss or range of loss, if any, resulting from a favorable or unfavorable outcome.

On March 26, 2025, the Company filed a First Amended Complaint against AFG in the Southern District of New York alleging breach of contract against AFG with respect to the AFG Subscription Agreement. Specifically, the Company alleges that AFG failed to fund its required March 13, 2025 payment in the amount of $6,500,000. In the lawsuit, the Company seeks actual damages in the amount of the missed payment, pre- and post-judgment of interest, consequential damages and attorneys’ fees and costs. It also seeks a declaration from the court that AFG was and is obligated to purchase an aggregate of $6.5 million of additional shares of the Company’s Common Stock on each of the first four anniversaries of the Initial Offering Closing Date and Business Combination Closing (as defined in the AFG Subscription Agreement) pursuant to the AFG Subscription Agreement. On May 12, 2025, AFG filed an Answer and Counterclaims in which it denies the allegations of the lawsuit and asserts counterclaims for an unspecified amount of damages against the Company. Given that the litigation is not yet at issue, the Company is currently unable to estimate the potential range of recoverable damages or the potential loss or range of loss, if any, resulting from a favorable or unfavorable outcome.

The opening of Item 3, Legal Proceedings.4

Sources

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