NOTE 12 - SUBSEQUENT EVENTS

The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the unaudited condensed consolidated financial statements were issued.

On July 22, 2026, the Board of Directors of the Company approved and adopted a preferred stock rights agreement and authorized and declared a dividend distribution of one right (each, a “Right”) for each outstanding share of the Class A Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company to stockholders of record as of the close of business on August 3, 2026 (the “Record Date”). The complete terms of the Rights are set forth in a Preferred Stock Rights Agreement (the “Rights Agreement”), dated as of July 22, 2026, by and between the Company and ClearTrust, LLC, a Florida limited liability company, as rights agent. In general terms, subject to certain exceptions, the Rights Agreement imposes significant dilution upon any person or group (other than the Company and certain other Exempt Persons, as such term is defined in the Rights Agreement), that is or becomes the beneficial owner of twelve and a half percent (12.5%) or more of the Common Stock following the first public announcement by the Company of the adoption of the Rights Agreement. The term “beneficial ownership” is defined in the Rights Agreement and includes, among other things, certain derivative arrangements. The significant dilution caused by the exercise of the Rights makes an unsolicited acquisition of the Company prohibitively expensive without approval from the Company’s Board of Directors.

On July 30, 2026, the Company granted an aggregate of 273,934 restricted stock units to the Board of Directors, in partial satisfaction of the equity compensation previously owed to each non-employee director. See Note 8 – Stock Based Compensation for more information.