▸ An investment in our Common Stock carries a high degree of risk and stockholders may not be adequately compensated for the business and financial risks associated with an investment in our Common Stock.· · · · ● 1 ▸ As disclosed in this report and prior filings with the SEC, we have issued a significant number of shares of Common Stock and warrants and convertible notes that may be converted into shares of Common Stock.· · · · ● 1 ▸ group Assumption of unknown liabilities; and· · · · ● 1 ▸ Becoming subject to litigation related to the acquired businesses or assets.· · · · ● 1 ▸ In connection with our planned acquisitions of interests in Tekne, SYME and Orbit, we have provided funding to them and may be unable to recoup those payments if the acquisitions do not close.· · · · ● 1 ▸ Inability to realize synergies or anticipated benefits within the expected time frame or at all;· · · · ● 1 ▸ Inadequate internal control procedures and disclosure controls to comply with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or poor integration of a target company’s or business’ procedures and controls;· · · · ● 1 ▸ On December 23, 2025, we filed a Registration Statement on Form S-1 to register for resale from time to time up to 46,092,185 shares of Common Stock that may be sold by YA upon exercise of warrants issued to YA on December 17, 2025.· · · · ● 1 ▸ Our outstanding convertible notes, preferred stock, and warrants contain anti-dilution protection, which may cause significant dilution to our stockholders.· · · · ● 1 ▸ Related party investments include interests of members of our management that may differ from interests of other investors.· · · · ● 1 ▸ The Debenture and other financing documents with YA contain restrictions on our actions that may limit our operational flexibility or otherwise adversely affect our results of operations.· · · · ● 1 ▸ There is no guarantee that our acquisitions of interests in Tekne, SYME or Orbit will close.· · · · ● 1 ▸ We may be unable to satisfy our significant debt service obligations, which could have an adverse effect on our business, financial condition, results of operations and cash flows.· · · · ● 1 ▸ We may make acquisitions or form joint ventures that are unsuccessful.· · · · ● 1 ▸ Our growth objectives require substantial capital that we may be unable to obtain, or may only obtain at a cost or under terms that adversely affect our cash flows, financial condition and results of operations.· · · ● ● 2 ▸ Our market is characterized by rapid technological changes demanding a significant investment in research and development, and, if we fail to address changing market conditions, our business and operating results will be harmed.· · · ● ● 2 ▸ We are highly dependent on key executives and if we are unable to attract and retain key employees and hire qualified management, technical, engineering, and sales personnel, our ability to compete and successfully grow our business could suffer.· · · ● ● 2 ▸ We may experience difficulties in integrating acquired assets into our business and in realizing the expected benefits of an acquisition.· · · ● ● 2 ▸ We may face antitrust and other legal challenges.· · · ● ● 2 rw ▸ We may have difficulty managing growth in our business, which could adversely affect our financial condition and results of operations.· · · ● ● 2 ▸ Anti-takeover provisions in our Governing Documents could delay or prevent a change of control.· ● ● ● ● 4 ▸ Cyber-attacks and other disruptions, security breaches, and incidents could have an adverse effect on our business, harm our reputation, and expose us to liability.· ● ● ● ● 4 rw ▸ Expanding operations internationally will subject us to a variety of risks and uncertainties that could adversely affect our business and operating results.· ● ● ● ● 4 ▸ If securities analysts do not publish research or reports about our business or if they downgrade our stock or our industry, our stock price and trading volume could decline.· ● ● ● ● 4 rw ▸ If we are unable to protect the confidentiality of our other proprietary information, our business and competitive position may be harmed.· ● ● ● ● 4 ▸ If we fail to meet our customers’ price expectations, demand for our products could be negatively impacted and our business and results of operations could suffer.· ● ● ● ● 4 ▸ Litigation, regulatory actions, and compliance issues could subject us to significant fines, penalties, judgments, remediation costs, negative publicity, and requirements resulting in increased expenses.· ● ● · ● 3 rw ▸ Our Common Stock is subordinated to our Preferred Stock.· ● ● · ● 3 ▸ Our insurance coverage may not adequately protect us from harm or losses we may suffer.· ● ● ● ● 4 ▸ Our limited operating history makes evaluating our business, the risks and challenges we may face and our future prospects difficult.· ● ● ● ● 4 rw ▸ Our management has limited experience in operating a public company.· ● ● ● ● 4 ▸ Our quarterly results and key metrics are likely to fluctuate significantly and may not fully reflect the underlying performance of our business.· ● ● · ● 3 ▸ Our stock price may change significantly and you could lose all or part of your investment as a result.· ● ● ● ● 4 rw ▸ group Risk Relating to Intellectual Property· ● ● ● ● 4 ▸ group Risks Relating to Being a Public Company· ● ● ● ● 4 ▸ group Risks Relating to Litigation and Regulation· ● ● ● ● 4 ▸ group Risks Relating to Our Business and Operations· ● ● ● ● 4 ▸ The redemption of our Preferred Stock may require a significant amount of cash and may result in adverse tax consequences.· ● ● ● ● 4 ▸ There is no assurance that we will be able to execute on our business model.· ● ● ● ● 4 ▸ Unfavorable changes in any of these or other factors, most of which are beyond our control, could materially and adversely affect our ability to achieve our objectives when planned and our business, results of operations and financial results.· ● ● ● ● 4 ▸ We anticipate that we will derive a portion of our revenue from government entities, and significant changes in the contracting or fiscal policies of such government entities could have an adverse effect on our business and operating results.· ● ● ● ● 4 rw ▸ We could be liable for environmental damages resulting from our operations, which could impact our reputation, our business, and our operating results.· ● ● ● ● 4 ▸ We expect to incur significant research and development expenses and devote substantial resources to commercializing new products, which could increase our losses and negatively impact our ability to achieve or maintain profitability.· ● ● ● ● 4 ▸ We may be subject to claims that we or our employees have misappropriated the intellectual property of a third party, including trade secrets or know-how, or are in breach of non-competition or non-solicitation agreements with our competitors.· ● ● ● ● 4 ▸ We may not be able to protect our intellectual property rights throughout the world.· ● ● ● ● 4 ▸ We must comply with and could be impacted by various export controls and trade and economic sanctions laws and regulations that could negatively affect our business and may change due to diplomatic and political considerations outside of our control.· ● ● ● ● 4 ▸ We use novel technologies, and potential customers may be hesitant to make a significant investment in our technology or switch from the technology they are currently using.· ● ● ● ● 4 rw ▸ In connection with the Business Combination, we received cash of $3,243,079, prior to deducting transaction and issuance costs, which costs exceeded this amount received.· · ● · · 1 ▸ A market for our securities may not continue, which would adversely affect the liquidity and price of our securities.· ● · · · 1 ▸ Because of the long sales cycles, our operating results and financial condition may fluctuate significantly from quarter to quarter.· ● ● · · 2 ▸ Certain estimates of market opportunity and forecasts of market growth may prove to be inaccurate.· ● ● · · 2 ▸ Changes in U.S. patent law could diminish the value of patents in general, thereby impairing our ability to protect our intellectual property rights.· ● ● · · 2 ▸ Changes in accounting principles may cause previously unanticipated fluctuations in our financial results, and the implementation of such changes may impact our ability to meet our financial reporting obligations.· ● ● · · 2 ▸ Common Stock ownership may also be substantially diluted by the exercise of Public Warrants.· ● · · · 1 ▸ Declines in the prices of our products and services, or in our volume of sales, together with our relatively inflexible cost structure, may adversely affect our financial results.· ● ● · · 2 ▸ Global economic conditions and macroeconomic events may adversely affect us.· ● ● · · 2 rw ▸ Holders of our Preferred Stock have extremely limited voting rights.· ● ● · · 2 ▸ If OEM customers and system integrators are reluctant to incorporate our products into their production processes, our financial condition or results of operations may be adversely affected.· ● ● · · 2 ▸ If our Common Stock is delisted from trading, the ability of holders of Preferred Stock to transfer or sell their shares of our Preferred Stock may be limited and the market value of our Preferred Stock will likely be materially adversely affected.· ● ● · · 2 ▸ If our laser systems contain design or manufacturing defects, our business and financial results could be harmed.· ● ● · · 2 ▸ If the cost of competitive technologies continues to decline, our blue laser technology may not be considered as cost-effective when compared to such competing technologies.· ● ● · · 2 ▸ If we are not able to continue to reduce our cost structure in the future, our ability to become profitable may be impaired.· ● ● · · 2 ▸ If we fail to accurately forecast component and material requirements for our products, we could incur additional costs and significant delays in shipments, which could result in a loss of customers.· ● ● · · 2 ▸ If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.· ● ● ● · 3 ▸ In the event of future growth, our information technology systems and our internal control over financial reporting and procedures may not be adequate to support our operations.· ● ● · · 2 ▸ Incorrect estimates or assumptions by management in connection with the preparation of our consolidated financial statements could adversely affect our reported assets, liabilities, income, revenue, or expenses.· ● ● · · 2 rw ▸ Insufficient warranty reserves to cover future warranty claims could adversely affect our business, prospects, financial condition, and operating results.· ● ● · · 2 rw ▸ Labor disputes could disrupt our ability to serve our customers or lead to higher labor costs.· ● ● · · 2 ▸ Negative publicity could result in a decline in our growth and have a material adverse effect on our business, our brand, and our results of operations.· ● ● · · 2 rw ▸ Operational costs can be difficult to predict and may include costs from requirements related to the decommissioning of our systems.· ● ● · · 2 ▸ Our ability to use net operating loss (“NOL”) carryforwards and other tax attributes may be limited in connection with the Business Combination and other ownership changes.· ● ● · · 2 ▸ Our manufacturing facilities are subject to various compliance requirements, including Occupational Safety and Health Administration (“OSHA”), and compliance costs could increase as we plan to scale our operations.· ● ● · · 2 ▸ group Risks Relating to Our Industry· ● ● · · 2 ▸ Shares of our Preferred Stock may be subordinate to any senior preferred stock we may issue and to any future indebtedness.· ● ● · · 2 ▸ The Company is a “controlled company” within the meaning of the rules of NYSE American and, as a result, qualifies for, and could rely on, exemptions from certain corporate governance requirements.· ● · · · 1 ▸ The average selling prices of our products could decrease over the life of the product, which may negatively affect our revenue and margins.· ● ● · · 2 ▸ The engineering of certain of our laser systems is still in the prototype stage, and there is no guarantee that we will be successful in implementing production of our laser systems on a commercial scale.· ● ● · · 2 ▸ The failure of our suppliers to deliver necessary raw materials and components that meet the specifications for our laser systems in a timely manner could cause installation delays, cancellations, and damage to our reputation.· ● ● · · 2 rw ▸ The future exercise of registration rights may adversely affect the market price of Common Stock.· ● ● · · 2 ▸ The laser industry is experiencing declining average selling prices, which could cause our gross margins to decline and harm our operating results.· ● ● · · 2 ▸ The occurrence of any of the foregoing could cause governments and governmental agencies to delay or refrain from purchasing our blue laser technology in the future or otherwise have an adverse effect on our business, operating results and prospects.· ● · · · 1 ▸ There is no guarantee that our Warrants will be in the money at the time they become exercisable, and they may expire worthless.· ● ● · · 2 ▸ There is no public market for our Preferred Stock.· ● ● · · 2 ▸ These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and to cause the Company to take other corporate actions you desire.· ● ● · · 2 ▸ Unanticipated changes in tax laws may affect future financial results.· ● ● · · 2 ▸ We are an “emerging growth company,” and our election to comply with the reduced disclosure requirements as a public company may make our Common Stock less attractive to investors.· ● ● ● · 3 ▸ We are highly dependent upon the ability to ship products to customers and to receive shipments of supplies from suppliers.· ● ● · · 2 ▸ We expect to contract with a number of large companies that have considerable bargaining power, which may require us to agree to terms and conditions that could have an adverse effect on our business or ability to recognize revenues.· ● ● · · 2 ▸ We face various other risks with respect to the supply chain that could adversely affect our business, prospects, financial condition, and operating results.· ● ● · · 2 rw ▸ We may be subject to securities litigation, which is expensive and could divert management attention.· ● ● · · 2 ▸ We may engage in a wide array of potential strategic transactions, which could require significant management attention, disrupt our business, dilute stockholder value, and adversely affect our operating results and financial condition.· ● ● · · 2 rw ▸ We will 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.· ● ● · · 2 ▸ A provision of our warrant agreement may make it more difficult for us to consummate an initial business combination.● · · · · 1 ▸ Because each unit contains one-half of one warrant and only a whole warrant may be exercised, the units may be worth less than units of other blank check companies.● · · · · 1 ▸ Because we are not limited to a particular industry, sector or any specific target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’ operations.● · · · · 1 ▸ Because we must furnish our stockholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses.● · · · · 1 ▸ Certain agreements related to our initial public offering may be amended without stockholder approval.● · · · · 1 ▸ Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.● · · · · 1 ▸ Holders of Class A common stock will not be entitled to vote on any election of directors we hold prior to our initial business combination.● · · · · 1 ▸ If a stockholder fails to receive notice of our offer to redeem our public shares in connection with our business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.● · · · · 1 ▸ If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share.● · · · · 1 ▸ If we effect our initial business combination with a company with operations or opportunities outside of the United States, we would be subject to a variety of additional risks that may negatively impact our operations.● · · · · 1 ▸ If we seek stockholder approval of our initial business combination, our initial stockholders have agreed to vote in favor of such initial business combination, regardless of how our public stockholders vote.● · · · · 1 ▸ NYSE American may delist the Company’s securities from trading on its exchange, which could limit investors’ ability to make transactions in its securities and subject the Company to additional trading restrictions.● ● ● ● · 4 rw ▸ Our directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public stockholders.● · · · · 1 ▸ Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”● · · · · 1 ▸ Our initial stockholders may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support.● · · · · 1 ▸ Our management may not be able to maintain control of a target business after our initial business combination.● · · · · 1 ▸ Our officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.● · · · · 1 ▸ Our public stockholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our initial business combination even though a majority of our public stockholders do not support such a combination.● · · · · 1 ▸ Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the coronavirus (COVID-19) outbreak and the status of debt and equity markets.● · · · · 1 ▸ Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.● · · · · 1 ▸ Our warrants and founder shares may have an adverse effect on the market price of our Class A common stock and make it more difficult to effectuate our business combination.● · · · · 1 ▸ Past performance by our management team or our Advisors is not indicative of future performance of an investment in us.● · · · · 1 ▸ Provisions in our amended and restated certificate of incorporation and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A common stock and could entrench management.● · · · · 1 ▸ group Risks Relating to Ownership of our Securities● ● ● · · 3 rw ▸ Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination● · · · · 1 ▸ group Risks Relating to our Sponsor and Management Team● · · · · 1 ▸ The Company may redeem your unexpired Public Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your Public Warrants worthless.● ● ● ● · 4 rw ▸ The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure.● · · · · 1 ▸ The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.● · · · · 1 ▸ The grant of registration rights to our initial stockholders may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our Class A common stock.● · · · · 1 ▸ This choice-of-forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company or its directors, officers or other employees, which may discourage such lawsuits.● · · · · 1 ▸ We are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.● · · · · 1 ▸ We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all.● · · · · 1 ▸ We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination.● · · · · 1 ▸ We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, officers, directors or existing holders which may raise potential conflicts of interest.● · · · · 1 ▸ We may issue a substantial number of additional shares of common or preferred stock to complete our initial business combination or under an employee incentive plan after completion of our initial business combination.● · · · · 1 ▸ We may not hold an annual meeting of stockholders until after the consummation of our initial business combination, which could delay the opportunity for our stockholders to elect directors.● · · · · 1 ▸ We may seek acquisition opportunities in industries or sectors which may or may not be outside of our management’s area of expertise.● · · · · 1 ▸ We may seek acquisition opportunities with a financially unstable business or an entity lacking an established record of revenue or earnings, which could subject us to volatile revenues or earnings or difficulty in retaining key personnel.● · · · · 1 ▸ You are not entitled to protections normally afforded to investors of many other blank check companies.● · · · · 1 ▸ Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek stockholder approval of the business combination.● · · · · 1 ▸ Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business and results of operations.● ● ● ● ● 5 rw 
