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SBIG on OTC

SBIG Holdings, Inc.

SBIG Holdings, Inc. is an American computer programming services company based in Boca Raton.1

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Last updated Oct 21, 2026.

Overview

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  • TickerSBIG on OTC1
  • IndustryServices-Computer Programming Services1
  • HeadquartersBoca Raton, Florida1
  • Incorporated inDE2
  • Business address621 Nw 53Rd St, Ste. 340, Boca Raton, Fl2
  • Filer category, Emerging growth company2
  • Legal formCorporation

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SpringBig’s expertise in loyalty programs and marketing automation: and (vi) SpringBig’s ability to provide data analytics.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

70.0%Gross margin5
-7.6%Operating margin5
-14.2%Net margin5
-7.4%Revenue growth, 20255
$321.0KFree cash flow5

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Retail Revenue brought in 99% of the revenue SBIG Holdings, Inc. broke down this way in fiscal 2025.

  1. Retail Revenue$22.5M599%down 7% from 2024
  2. Brand Revenue$286.0K51%down 28% from 2024
Products and services by year
Products and services20242025
Retail Revenue$24.3M$22.5M
Brand Revenue$396.0K$286.0K

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue30¢$6.8M
  • Research and development21¢$4.8M
  • Other costs43¢$9.8M
  • Interest6¢$1.3M
  • Income tax0¢$95.0K

Out of $22.8M in revenue.5 The company lost money this year.

Where each dollar of operating cash went, fiscal 2025

  • Capital spending11¢$40.0K
  • Kept or used elsewhere89¢$321.0K

Out of $361.0K of cash from operations.5

Financial statements

Revenue675$22.8M in 2025−2% since 2021
0$10.0M$20.0M$30.0M2021: $23.4M$23.4M20212022: $26.6M$26.6M2022+14%2023: $28.1M$28.1M2023+5%2024: $24.6M$24.6M2024−12%2025: $22.8M$22.8M2025−7%
Gross profit6785$16.0M in 2025−6% since 2021
0$10.0M$20.0M$30.0M2021: $17.1M$17.1M20212022: $19.9M$19.9M2022+17%2023: $21.6M$21.6M2023+8%2024: $18.0M$18.0M2024−17%2025: $16.0M$16.0M2025−11%
Operating income96785-$1.7M in 2025+33984% since 2020
-$20.0M-$15.0M-$10.0M-$5.0M02020: -$5.1K-$5.1K20202021: -$6.5M-$6.5M2021+128889%2022: -$16.3M-$16.3M2022+150%2023: -$8.3M-$8.3M2023−49%2024: -$600.0K-$600.0K2024−93%2025: -$1.7M-$1.7M2025+188%
Net income96785-$3.2M in 2025+64019% since 2020
-$15.0M-$10.0M-$5.0M02020: -$5.1K-$5.1K20202021: -$5.8M-$5.8M2021+113447%2022: -$13.1M-$13.1M2022+127%2023: -$10.2M-$10.2M2023−22%2024: -$1.9M-$1.9M2024−82%2025: -$3.2M-$3.2M2025+73%

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

Period ending2025-12-312024-12-31
Net revenues$22.8M$24.6M
Cost of revenues$6.8M$6.7M
Gross profit$16.0M$18.0M
Selling, servicing and marketing$3.9M$4.7M
Technology and software development$4.8M$5.9M
General and administrative$9.1M$8.0M
Total operating expenses$17.7M$18.6M
Loss from operations-$1.7M-$600.0K
Interest income$34.0K$6.0K
Interest expense-$1.3M-$2.2M
Gain on note repurchase$1.6M
Loss on asset disposal-$131.0K
Loss on debt extinguishment-$636.0K
Change in fair value of warrants-$5.0K-$8.0K
Other income (expenses)-$1.4M-$1.3M
Loss before income taxes-$3.2M-$1.9M
Income taxes expense$95.0K$3.0K
Net loss-$3.2M-$1.9M
Basic (in Dollars per share)-$0.07-$0.04
Diluted (in Dollars per share)-$0.07-$0.04
Basic (in Shares)47.4M shares45.9M shares
Diluted (in Shares)47.4M shares45.9M shares

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Corporate structure

SBIG Holdings, Inc. sits at the top of its group. 6 entities, 2 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of SBIG Holdings, Inc.

  • SBIG Holdings, Inc. Boca Raton, Florida
    • Beaches Development Group LTD Subsidiary · Ontario, Canada
    • Medici Canada, LLC Subsidiary · Delaware, United States
    • SpringBig Canada Inc. Subsidiary · Quebec, Canada
    • SpringBig, Inc. Subsidiary · Delaware, United States
    • Vice CRM, LLC Subsidiary · Delaware, United States

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What SBIG Holdings, 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$935.0K5 Dec 31, 2025$1.1M5 Dec 31, 2024−15.9%
Accumulated depreciation$865.0K5 Dec 31, 2025$908.0K5 Dec 31, 2024−4.7%
Property and equipment, net$70.0K5 Dec 31, 2025$204.0K5 Dec 31, 2024−65.7%
Operating-lease assets (leased space)$365.0K5 Dec 31, 2025$2.8M5 Dec 31, 2024−86.8%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$1.5M5 Dec 31, 2025$1.2M5 Dec 31, 2024+27.2%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$17.0K5 Dec 31, 2025

Properties, in its own words

Our corporate headquarters is located in Boca Raton, Florida pursuant to a lease that expires in May 1, 2028. In addition, SpringBig leases office space in Seattle, Washington and Toronto, Ontario.

We believe that our current facilities are adequate to meet our ongoing needs.

Item 2 of the 10-K filed Mar 27, 2026.4

Leadership

Who has led SBIG Holdings, Inc., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Albert John Foreman2021
  2. Jeffrey Todd Harris2022–2025
  3. Jaret Christopher2025–now

Chair

  1. Jaret Christopher2025–now

President

  1. Jaret Christopher2025–now

Chief financial officer

  1. Sergey Sherman2021
  2. Paul Sykes2022–2024
  3. Jason Moos2025–now

Chief operating officer

  1. Mark Zittman2021
2025
Board members and other officers (18)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Beaches Development Group LTD Ontario, Canada3
  • Medici Canada, LLC Delaware, United States3
  • SpringBig Canada Inc. Quebec, Canada3
  • SpringBig, Inc. Delaware, United States3
  • Vice CRM, LLC Delaware, United States3

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • SpringBig Holdings, Inc.Jan 21, 2022 to Aug 19, 20262
  • Tuatara Capital Acquisition CorpFeb 14, 2020 to Jun 14, 20222

Timeline

  1. Sep 17, 20268-K Change to shareholders' rights; Executive or director change; Bylaws or fiscal year changed35
  2. Aug 19, 20268-K Change of auditor36
  3. Aug 6, 20268-K Executive or director change37
  4. Jul 29, 20268-K Executive or director change38
  5. Jul 16, 20268-K Entered a material agreement; Completed an acquisition or sale; Executive or director change39
  6. Jul 2, 20268-K Executive or director change40
  7. Jun 18, 20268-K Executive or director change41
  8. Jun 3, 20268-K Executive or director change42
  9. May 21, 20268-K Debt or obligation accelerated43
  10. May 15, 20268-K Results of operations44
  11. Apr 28, 20268-K Debt or obligation accelerated45
  12. Apr 8, 20268-K Executive or director change46
  13. Aug 4, 2025New chief executive Jaret Christopher becomes CEO12
  14. Jun 17, 2022New chief executive Jeffrey Todd Harris becomes CEO13
  15. Feb 11, 2021New chief executive Albert John Foreman becomes CEO14

Calendar

When it reported results

  1. May 15, 2026Reported quarterly or annual results44
  2. Nov 14, 2025Reported quarterly or annual results47
  3. Aug 14, 2025Reported quarterly or annual results48
  4. Nov 13, 2024Reported quarterly or annual results49
  5. Aug 13, 2024Reported quarterly or annual results50
  6. May 14, 2024Reported quarterly or annual results51
  7. Mar 12, 2024Reported quarterly or annual results52
  8. Jan 24, 2024Reported quarterly or annual results53

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

Filings

342 filings to the SEC since October 2021: 9 annual reports, 17 quarterly reports, 65 major events, 68 insider forms, 25 large holders, 2 private raises, 156 other. The latest 20:

  1. Sep 28, 2026SCHEDULE 13G EDGAR
  2. Sep 18, 20264 EDGAR
  3. Sep 18, 20263 EDGAR
  4. Sep 17, 20268-K CURRENT REPORT EDGAR
  5. Aug 19, 202610-Q QUARTERLY REPORT EDGAR
  6. Aug 19, 20268-K CURRENT REPORT EDGAR
  7. Aug 17, 2026NT 10-Q NOTIFICATION OF LATE FILING EDGAR
  8. Aug 7, 2026SCHEDULE 13G/A EDGAR
  9. Aug 6, 20268-K CURRENT REPORT EDGAR
  10. Jul 29, 20268-K CURRENT REPORT EDGAR
  11. Jul 16, 20268-K CURRENT REPORT EDGAR
  12. Jul 2, 20268-K CURRENT REPORT EDGAR
  13. Jun 18, 20268-K CURRENT REPORT EDGAR
  14. Jun 3, 20268-K CURRENT REPORT EDGAR
  15. May 21, 20268-K CURRENT REPORT EDGAR
  16. May 15, 20268-K CURRENT REPORT EDGAR
  17. May 14, 202610-Q QUARTERLY REPORT EDGAR
  18. May 4, 2026SCHEDULE 13G/A EDGAR
  19. May 4, 202610-K/A AMENDMENT NO. 1 TO FORM 10-K EDGAR
  20. Apr 28, 20268-K CURRENT REPORT EDGAR

The 342 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

13 open-market trades by officers, directors and large owners since October 2021: 13 buys and 0 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Nov 15, 2024Sykes PaulChief Financial OfficerBuy15,000$0.06$900Form 4
Sep 15, 2023Sykes PaulChief Financial OfficerBuy28,307$0.16$4.5KForm 4
Sep 14, 2023Sykes PaulChief Financial OfficerBuy300$0.15$45Form 4
May 31, 2023Harris Jeffrey ToddChief Executive OfficerBuy658,544$0.30$197.6KForm 4
May 31, 2023Lannert AmandaDirectorBuy329,272$0.30$98.8KForm 4
May 31, 2023Glassford PatriciaDirectorBuy164,636$0.30$49.4KForm 4
May 31, 2023Sykes PaulChief Financial OfficerBuy164,636$0.30$49.4KForm 4
May 31, 2023BERNSTEIN STEVEN EDirectorBuy493,908$0.30$148.2KForm 4
May 31, 2023Trauben JonathanDirectorBuy82,318$0.30$24.7KForm 4
May 26, 2023Trauben JonathanDirectorBuy15,000$0.26$3.9KForm 4
Sep 7, 2022Harris Jeffrey ToddChief Executive OfficerBuy39,775$1.67$66.4KForm 4
Sep 6, 2022Harris Jeffrey ToddChief Executive OfficerBuy20,184$1.57$31.7KForm 4
Jun 14, 2022TCAC Sponsor, LLC10% ownerBuy600,000$10.00$6.0MForm 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
2024Jeffrey HarrisChief Executive Officer60$450.0K65
2024Paul SykesChief Financial Officer59$362.8K65
2024Navin AnandFormer Chief Technology Officer ( 1 )$065
2023Jeffrey HarrisChief Executive Officer60$450.0K$704.8K65
2023Paul SykesChief Financial Officer59$350.0K$630.4K65
2023Navin AnandFormer Chief Technology Officer ( 1 )$242.5K65

Money raised

Private offerings the company reported to the SEC on Form D.

  1. Jan 23, 2024Raised $8 million in a private offering of debt Form D: 14 investors so far Form D
  2. Jun 14, 2022Raised $11 million in a private offering of debt Form D: 1 investor so far Form D

SEC filer profile

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

  • Name on EDGARSBIG Holdings, Inc.1
  • CIK0001801602
  • Employer ID (EIN)88-27894884
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company4
  • Incorporated inDelaware4
  • Fiscal year endsDecember 311
  • Industry code (SIC)7371 Services-Computer Programming Services1
  • SEC reviewing officeOffice of Technology, Division of Corporation Finance1
  • Business address621 Nw 53Rd St, Ste. 340, Boca Raton, FL1
  • Phone(800) 772-91721
  • Shares outstanding48,795,266 as of Jul 14, 202611
  • Public float$1.4M as of Jun 30, 20254
  • AuditorWithumSmith+Brown, PC, New York, New York PCAOB ID 100; no auditor attestation of internal control over financial reporting4
  • On EDGAR sinceFeb 14, 20201
  • Filings372 in all: 8-K (68), 4 (48), 424B3 (46), 3 (26), CORRESP (21), 10-Q (17), UPLOAD (15), 425 (13)1
    All 43 form types

    EFFECT (13), S-1/A (12), SC 13G (8), S-1 (7), SC 13G/A (7), POS AM (6), S-4/A (6), 10-K (5), 10-K/A (4), SC 13D/A (4), SCHEDULE 13G/A (4), 424B4 (3), 8-K/A (3), DEFA14A (3), DRS/A (3), S-8 (3), 10-Q/A (2), 25-NSE (2), D (2), DEF 14A (2), DRS (2), NT 10-Q (2), PRE 14A (2), SC 13D (2), 3/A (1), 4/A (1), 8-A12B (1), CERT (1), RW (1), S-1MEF (1), S-3 (1), S-4 (1), SCHEDULE 13D/A (1), SCHEDULE 13G (1), SEC STAFF ACTION (1)

  • Latest filingsAnnual report (10-K) Mar 27, 2026
    Quarterly report (10-Q) Aug 19, 2026
    Proxy statement (DEF 14A) Feb 10, 2025
    Latest 8-K (8-K) Sep 17, 2026

Risk factors and legal proceedings

The risks SBIG Holdings, Inc. names in Item 1A of its 10-K filed Mar 27, 2026: 68 risks under these headings, as written.4

  • Our business involves a high degree of risk. You should carefully consider the risks described below, together with the other information contained in this Annual Report on Form 10-K, as well as the risks, uncertainties and other information set forth in the reports and other materials filed or furnished by us with the SEC. We cannot assure you that any of the events discussed in the risk factors below will not occur. These risks could have a material and adverse impact on our business, prospects, results of operations, financial condition and cash flows.
  • Risks Related to Our Business and Industry
  • We have a relatively short operating history in a rapidly evolving industry, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful. We may not be able to generate sufficient revenue to maintain profitability in the future.
  • If we do not successfully develop and deploy new software, platform features or services to address the needs of our clients, our business, financial condition, and results of operations could suffer.
  • If we fail to retain our existing clients and consumers or to acquire new clients and consumers in a cost-effective manner, our revenue may decrease, and our business may be harmed.
  • If we fail to expand effectively into new markets, our revenue and business will be adversely affected.
  • We have a significant working capital deficiency and a history of losses, may need to raise additional funds to meet our obligations and sustain our operations and may not achieve profitability in the future.
  • Federal law enforcement may deem our clients to be in violation of U.S. federal law, and, in particular the CSA. A change in U.S. federal policy on cannabis enforcement and strict enforcement of federal cannabis laws against our clients would undermine our business model and materially affect our business and operations.
  • We generally do not, and cannot, ensure that our clients will conduct their business activities in a manner compliant with the complex, disparate and constantly evolving regulations and requirements affecting the legal cannabis industry. As a result, federal, state, provincial or local government authorities may seek to bring criminal, administrative or regulatory enforcement actions against our clients, which could have a material adverse effect on our business, operating results or financial conditions, or could force us to cease operations.
  • Our business is dependent on U.S. state laws and regulations and Canadian federal and provincial laws and regulations pertaining to the cannabis industry.
  • Because our business is dependent, in part, upon continued market acceptance of cannabis by consumers, any negative trends in the market could adversely affect our business operations.
  • Expansion of our business is dependent on the continued legalization of cannabis and its sale through regulated cannabis distributed channels.
The other 57 risks
  • Our business is highly dependent upon our brand recognition and reputation, and any erosion or degradation of our brand recognition or reputation would likely adversely affect our business and operating results.
  • We currently face intense competition in marketing and advertising services available to our clients, and we expect competition to further intensify as the cannabis industry continues to evolve.
  • If we fail to manage our growth effectively, our brand, business and operating results could be harmed.
  • The growth of our business depends on our ability to accurately predict consumer trends, successfully offer new services, improve existing services and expand into new markets.
  • If we are unable to recruit, train, retain and motivate key personnel, we may not achieve our business objectives.
  • If our current marketing model is not effective in attracting new clients, we may need to employ higher-cost sales and marketing methods to attract and retain clients, which could adversely affect our profitability.
  • We may be unable to scale and adapt our existing technology and network infrastructure in a timely or effective manner to ensure that our platform is accessible, which would harm our reputation, business and operating results.
  • Real or perceived errors, failures, or bugs in our platform could adversely affect our operating results and growth prospects.
  • A distributed denial of service attack, ransomware attack, security breach or unauthorized data access could impair or incapacitate our information technology systems and delay or interrupt service to our clients and consumers, harm our reputation, or subject us to significant liability.
  • We rely upon cloud-based technologies provided by third parties, and technology systems and electronic networks supplied and managed by third parties, to operate our business, and interruptions or performance problems with these systems, technologies and networks may adversely affect our business and operating results.
  • The impact of global, regional or local economic and market conditions may adversely affect our business, operating results and financial condition.
  • Catastrophic events may disrupt our business and impair our ability to provide our platform to clients and consumers, resulting in costs for remediation, client and consumer dissatisfaction, and other business or financial losses.
  • Fluctuations in our quarterly and annual operating results may adversely affect our business and prospects.
  • We may improve our products and solutions in ways that forego short-term gains.
  • We are subject to industry standards, governmental laws, regulations and other legal obligations, particularly related to privacy, data protection and information security, and any actual or perceived failure to comply with such obligations could harm our business.
  • Governmental regulation of the internet continues to develop, and unfavorable changes could substantially harm our business and operating results.
  • We may need to raise additional capital, which may not be available on favorable terms, if at all, causing dilution to our stockholders, restricting our operations or adversely affecting our ability to operate our business.
  • Our obligations to the holders of the Convertible Notes are secured by a security interest in substantially all of our assets, so if we default on those obligations, the noteholder could foreclose on, liquidate and/or take possession of our assets. If that were to happen, we could be forced to curtail, or even to cease, our operations.
  • Our notes and related agreements restrict our ability to obtain additional debt and equity financing which may restrict our ability to grow and finance our operations and, further.
  • Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, investments and results of operations.
  • We may be subject to potential adverse tax consequences both domestically and in Canada.
  • The ability of SpringBig to utilize net operating loss and tax credit carryforwards is conditioned upon SpringBig attaining profitability and generating taxable income. SpringBig has incurred significant net losses since inception. Additionally, SpringBig’s ability to utilize net operating loss and tax credit carryforwards to offset future taxable income may be limited.
  • Changes in accounting standards or other factors could negatively impact our future effective tax rate.
  • Changes in tax laws or regulations and compliance in multiple jurisdictions may have a material adverse effect on our business, cash flow, financial condition or operating results.
  • Certain taxing authorities may successfully assert that SpringBig should have collected or that in the future SpringBig should collect sales and use or similar taxes for certain services which could adversely affect our results of operations.
  • Additional Risks Related to the Cannabis Industry
  • Cannabis remains illegal under federal law, and therefore, strict enforcement of federal laws regarding cannabis would likely result in our inability to execute our business plan.
  • Our business and our clients are subject to a variety of U.S. and foreign laws regarding financial transactions related to cannabis, which could subject our clients to legal claims or otherwise adversely affect our business.
  • We are dependent on our banking relations, and we may have difficulty accessing or consistently maintaining banking or other financial services due to our connection with the cannabis industry.
  • We may have difficulty using bankruptcy courts due to our involvement in the regulated cannabis industry.
  • The conduct of third parties may jeopardize our business.
  • A failure to comply with laws and regulations regarding our use of telemarketing, including the TCPA, could increase our operating costs and materially and adversely impact our business, financial condition, results of operations, and prospects.
  • We may continue to be subject to constraints on marketing our products.
  • Cannabis businesses are subject to unfavorable U.S. tax treatment.
  • Service providers to cannabis businesses may also be subject to unfavorable U.S. tax treatment.
  • Cannabis businesses may be subject to civil asset forfeiture.
  • Due to our involvement in the cannabis industry, we may have a difficult time obtaining the various insurances that are desired to operate our business, which may expose us to additional risk and financial liability.
  • We are reliant on a single vendor for the technology platform that supports our business operations, and our failure to meet certain future contractual minimums could result in the loss of exclusivity under our vendor agreement, which could materially and adversely affect our business, financial condition, and results of operations.
  • There may be difficulty enforcing certain of our commercial agreements and contracts.
  • Risks Related to Our Intellectual Property
  • We may in the future be, subject to disputes and assertions by third parties with respect to alleged violations of intellectual property rights. These disputes could be costly to defend and could harm our business and operating results.
  • Some of our solutions contain open-source software, which may pose particular risks to our proprietary software and solutions.
  • The success of our business heavily depends on our ability to protect and enforce our intellectual property rights.
  • Risks Related to Our Securities and Certain Tax Matters
  • Our common stock is quoted on the OTCQB Venture Market, a trading platform of OTC Markets Group, instead of a national exchange or quotation system. Accordingly, our investors may experience significant volatility in the market price of our stock and have difficulty selling their shares.
  • If our performance does not meet market expectations, the price of our securities may decline and the market for our securities may be volatile.
  • Because there are no current plans to pay cash dividends on our shares of common stock for the foreseeable future, you may not receive any return on investment unless you sell our shares of common stock for a price greater than that which you paid for it; furthermore, there is no guarantee that the value of the shares of common stock will increase to a price greater than that which you paid for it.
  • We may be subject to securities litigation, which is expensive and could divert management attention.
  • The issuance of our shares of common stock in connection with the Convertible Notes or that may otherwise be issued and/or sold by the Company or selling securityholders, could cause substantial dilution, which could materially affect the trading price of our shares of common stock.
  • A significant portion of our total outstanding shares may be sold into the market at any time. This could cause the market price of our shares of common stock to drop significantly, even if our business is doing well.
  • Sales of our shares of common stock, or the perception of such sales, including by selling securityholders in the public market or otherwise could cause the market price for our shares of common stock to decline the securityholders selling such securities may still receive significant proceeds.
  • If securities or industry analysts do not publish or cease publishing research or reports about us, our business, or our market, or if they change their recommendations regarding our common stock adversely, the price and trading volume of our common stock could decline.
  • We may amend the terms of our public warrants in a manner that may be adverse to holders with the approval by the holders of at least 65% of then outstanding public warrants. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of common stock purchasable upon exercise of a warrant could be decreased, all without the approval of all securityholders.
  • We are an emerging growth company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.
  • We have and will continue to incur increased costs as a result of operating as a public company and our management has and will continue to devote a substantial amount of time to new compliance initiatives.
  • Our failure to timely and effectively implement controls and procedures required by Section 404(a) of the Sarbanes-Oxley Act could have a material adverse effect on our business.
  • Anti-takeover provisions in our certificate of incorporation and bylaws and under Delaware law could delay or prevent a change in control, limit the price investors may be willing to pay in the future for our shares of common stock and could entrench management.
  • Our largest shareholders and certain members of our management own a significant percentage of our shares of common stock and are able to exert significant control over matters subject to shareholder approval.
  • Future sales and issuances of our shares of common stock, including pursuant to our equity incentive and other compensatory plans, will result in additional dilution of the percentage ownership of our shareholders and could cause our share price to fall.

Legal proceedings

For a description of developments to legal proceedings during the year ended December 31, 2025, see “Litigation” under Note 15, “Commitments and Contingencies” to our consolidated financial statements.

The opening of Item 3, Legal Proceedings.4

Sources

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