Form S-1/A Boumarang Inc.

This Prospectus contains forward-looking statements that involve risks and uncertainties. All statements other than statements of historical fact contained in this Form S-1, including statements regarding future events, our future financial performance, business strategy, and plans and objectives for future operations, are forward-looking statements. In many cases, you can identify forward-looking statements by terminology such as “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “should,” or “will” or the negative of these terms or other comparable terminology. Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors, including the risks outlined under “Risk Factors”, “Liquidity and Capital Resources” with respect to our ability to continue to generate cash from operations or new investment, or elsewhere in this prospectus or discussed in our audited consolidated financial statements for the period from July 26, 2024 (the “Inception”) to December 31, 2024, which may cause our or our industry’s actual results, levels of activity, performance, or achievements to differ materially from those expressed or implied by these forward-looking statements. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time, and we can't predict all risk factors, nor can we address the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause our actual results to differ materially from those contained in any forward-looking statements.

We describe material risks, uncertainties, and assumptions that could affect our business, including our financial condition and results of operations, under “Risk Factors.” We base our forward-looking statements on our management’s beliefs and assumptions based on information available to our management at the time the statements are made. We caution you that actual outcomes and results may, and are likely to, differ materially from what is expressed, implied, or forecast by our forward-looking statements. Accordingly, you should be careful about relying on any forward-looking statements. Except as required under the federal securities laws, we do not have any intention or obligation to update publicly any forward-looking statements after the distribution of this prospectus, whether as a result of new information, future events, changes in assumptions, or otherwise.

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The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements and the related notes appearing elsewhere in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of investing in our Common Stock discussed under “Risk Factors,” “Business,” and information contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” before deciding whether to buy the Common Stock.

Corporate History

Boumarang Inc. (“Boumarang,” the “Company,” “we,” “us,” or “our”) is a development-stage, pre-revenue technology company focused on hydrogen-powered, AI-driven uncrewed systems. We were incorporated in the State of Delaware on July 26, 2024. The address of our executive offices is 200 Spectrum Center Drive, Irvine, California 92618, and our telephone number at that address is (949) 720-2550. The address of our website is https://www.boumarang.com. In October 2024, we established Boumarang Pty Ltd, an Australian proprietary company, as a wholly owned subsidiary to position us for potential commercial and government opportunities in Australia and the broader Asia-Pacific region.

We are an early-stage, pre-revenue company, which has incurred losses since inception, and expect to continue to incur losses for the foreseeable future as we develop and commercialize our products. We have minimal operations, no revenues, and clients to date, and we do not have the financial resources required to operate as a public company.

Business Overview

We are designing and developing:

·Hydrogen-powered uncrewed aerial vehicles (UAVs) for long-endurance, beyond visual line of sight (“BVLOS”) missions; 

·Uncrewed maritime systems under the Wavedrone platform; and 

·An AI and data analytics platform for mission planning, real-time decision support, and post-mission analysis. 

Our goal is to enable customers in sectors such as natural resource monitoring, infrastructure inspection, environmental and marine monitoring, agriculture and forestry, and security and defense to deploy long-range, low-emission uncrewed systems that provide actionable data and support autonomous or semi-autonomous operations.

We are pre-revenue and remain in the development stage. To date, our activities have primarily consisted of corporate formation, the acquisition and licensing of intellectual property, early engineering and prototyping, and planning our initial commercialization strategy.

We expect to utilize Guinn Partners and Easter Electrolysis’ capabilities as a key external partner for engineering, product development, marketing, and distribution of our aerial and maritime platforms.

Since inception, we have focused on building a technology portfolio and development roadmap through strategic IP acquisitions and partnerships:

·Guinn Partners IP Acquisition (Airdrone and related systems). 

On August 28, 2024, we entered into an Intellectual Property Rights Purchase and Transfer Agreement with Guinn Partners (“Guinn”) under which we acquired specified intellectual property assets including a long-range range-finder and automated tracking system, the MoonTower analytics and over-the-air update system, and a ballistic heads-up display (B-HUD), along with certain related software, patents, and trade secrets. As consideration, we issued 5,000,000 shares of our common stock.

·Hydrogen Fuel Cell Technology Agreement with Eastern Electrolyser Ltd. 

On September 30, 2024, we agreed with Eastern Electrolyser Ltd. (“Eastern”) to co-develop 4 kW and 8 kW proton exchange membrane (“PEM”) hydrogen fuel cell power packs and related control systems. As consideration, we issued 2,500,000 shares of our common stock and obtained rights to ultra-lightweight fuel cell power systems intended for integration into our UAV and uncrewed maritime platforms. The parties also contemplate developing an approximately 11 MW fuel cell production facility to support a targeted fleet of drones, subject to financing, commercial validation, and regulatory approvals.

·Acquisition of Wavedrone Platform. 

On December 31, 2024, we acquired the Wavedrone maritime drone platform from Shore House IVF in exchange for 3,500,000 shares of our common stock. Wavedrone is a patent-pending uncrewed maritime system designed to remain inherently stable on the water’s surface while simultaneously capturing high-definition footage above and below the waterline, with a lightweight, portable design aimed at ease of deployment. We hold U.S. Provisional Patent Application No. 63/727,652, titled "Self-Righting and Self-Stabilizing Unmanned Surface Vessel," filed December 3, 2024. The application names Dánial Hoydal, David Geyti, and Eric Davis as inventors.

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·Acquisition of SUPA Consolidated Inc. (formerly Tribal Rides International Corp.) Intellectual Property. 

Also on December 31, 2024, we acquired key intellectual property assets from SUPA Consolidated Inc. (formerly Tribal Rides International Corp.), including U.S. Patent No. 9,984,574 and U.S. Patent No. 11,217,101, in exchange for 2,906,977 shares of our common stock. These patents relate to autonomous and shared mobility systems and are intended to support our future autonomous fleet management, routing, and AI-driven mission planning capabilities.

Our Products and Technology

Our current development efforts are organized around four core pillars:

1.Airdrone – Hydrogen-Powered Aerial Systems 

2.Wavedrone – Uncrewed Maritime Platform 

3.Hydrogen Fuel Cell Power Systems 

4.AI, Autonomy, and Data Analytics Platform 

Airdrone (Aerial Systems)

Our aerial systems, collectively referred to as Airdrone, are designed as mid-size uncrewed aerial vehicles (UAVs) that emphasize:

·Hydrogen fuel cell hybrid power to extend endurance and range; 

·VTOL (Vertical Take-Off and Landing) capability to enable deployment from constrained environments; and 

·BVLOS operability for long-range missions, subject to regulatory approvals. 

The Airdrone design is being refined through iterative structural and aerodynamic adjustments (including wing placement, dihedral angles, and powertrain optimization) with the goal of improving stability, efficiency, and endurance for extended-duration flights.

Our roadmap incorporates the W150 VTOL, an advanced uncrewed aerial system developed by Guinn Partners, characterized by:

·Flight range targeted up to approximately 1,000 km and endurance of up to approximately 12 hours; 

·Payload capacity in excess of 25 kg; and 

·Suitability for missions including surveillance, reconnaissance, logistics, and infrastructure inspection in diverse environmental conditions. 

These specifications are subject to further development and testing, and there can be no assurance that we will achieve these performance targets.

Wavedrone Platform (Maritime Systems)

The Wavedrone platform is our uncrewed maritime system, originally conceived under Shore House IVF and acquired by Boumarang. It is designed as a self-righting, mechanically stabilized floating drone that:

·Maintains a stable position on the water’s surface; 

·Captures high-definition footage above and below the waterline; and 

·Supports modular payloads and integration of third-party sensors. 

Potential applications include:

·Fisheries and aquaculture monitoring; 

·Harbor and coastal security and surveillance; 

·Environmental and water-quality monitoring (e.g., via integrated water probes); and 

·Content creation and marine research. 

As of the date of this prospectus, a minimum viable product (MVP) Wavedrone prototype has been produced and tested. We have not yet initiated commercial sales and are working to refine the design and prepare for low-rate initial production.

We are collaborating with Guinn Partners under a structured, multi-phase development plan for Wavedrone that includes:

·Delivery and modification of early proof-of-concept units; 

·Development of environmental monitoring variants integrating third-party probes; 

·Development of maritime security variants using NDAA-compliant components and advanced imaging and thermal sensors; and Progression through R&D, advanced prototyping, and low-rate initial production, followed by manufacturing preparation. 

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Hydrogen Fuel Cell Power Systems

Under our agreement with Eastern Electrolyser Ltd., we are co-developing 4 kW and 8 kW PEM hydrogen fuel cell power packs designed to be:

·Ultra-lightweight (up to approximately 30 lb); 

·Portable and high-output; and 

·Integrated with electronic control systems and safety features (including voltage protection and flame arrestors). 

These power packs are intended for use in our aerial and maritime platforms and potentially other applications requiring lightweight, high-performance hydrogen power. The contemplated 11 MW fuel cell production facility is intended to support large-scale deployment of uncrewed systems but remains in the planning stage and is subject to financing, technical development, and regulatory approvals.

AI, Autonomy, and Data Analytics

Our AI and software initiatives focus on:

·Perception and computer vision – including object recognition, tracking, and classification for inspection, surveillance, and search-and-rescue operations; 

·Autonomy and fleet management – leveraging the SUPA IP for route optimization, dynamic dispatch, and coordinated mission planning for fleets of uncrewed systems; and 

·Data analytics and reporting – integrating multi-sensor data to provide predictive maintenance, resource monitoring, and operational insights via dashboards and reporting tools. 

We have licensed AI-based computer vision and object recognition technology from Trust Stamp and intend to integrate these capabilities into our platforms. We plan to provide customers with access to these capabilities through a subscription-based software and Data-as-a-Service (“DaaS”) model once the platform is commercially ready.

Proprietary Technology — Wavedrone Platform

As part of our Wavedrone technology platform acquired from Shore House IVF, we hold U.S. Provisional Patent Application No. 63/727,652, titled "Self-Righting and Self-Stabilizing Unmanned Surface Vessel," filed December 3, 2024. The application names Dánial Hoydal, David Geyti, and Eric Davis as inventors.

The patent application covers our proprietary USV design featuring innovative mechanical self-stabilization technology. Unlike conventional USVs that rely on powered gyroscopic systems or active ballast management, our design achieves passive stability through a unique structural configuration consisting of:

·Torpedo Pontoon Design: A positively buoyant surface vehicle pontoon with lowered ballast housing the propulsion system and battery, minimizing hydrodynamic drag while maintaining operational stability. 

·Pendular Mast/Keel System: A hinged mast extending above and below the waterline, connected via a swivel axial joint that enables mechanical auto-righting without powered intervention. The lower keel houses primary batteries to create a lowered center of mass. 

·Telescoping Keel: Dynamic depth adjustment capability for hazard avoidance and operation in varying water depths. 

·Wireless Inductive Docking: Electromagnetic docking system with wireless charging pads enabling autonomous recharging via companion buoys or docking stations. 

·Swarm Networking: Architecture enabling coordinated operation of multiple USVs with cloud-based control, mesh connectivity, and distributed computing capabilities. 

Our Wavedrone technology is designed for deployment in challenging maritime environments where conventional manned and unmanned assets cannot reliably operate, addressing applications in aquaculture monitoring, search and rescue, harbor security, environmental monitoring, and fisheries management.

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Current Operations

We are pre-revenue. To date, we have not generated revenue from product sales, subscriptions, or services. Our activities have focused on:

·Corporate formation and organizational setup; 

·Intellectual property acquisitions and licensing; 

·Early-stage engineering, design, and prototyping of Airdrone and Wavedrone; 

·Fuel cell power system development planning with Eastern; and 

·Initial market research and business development discussions. 

Over the next 12–24 months, subject to available capital, our key development objectives include:

·Advancing Airdrone from conceptual and prototype stages toward flight-test-ready systems; 

·Completing the multi-phase Wavedrone development plan with Guinn Partners, including proof-of-concept and prototype units for environmental and security use cases and preparation for low-rate initial production; 

·Progressing the design and testing of the 4 kW and 8 kW hydrogen fuel cell power packs with Eastern. 

·Expanding our AI and software platform capabilities, including mission planning, ground control, and data analytics tools; and 

·Establishing initial manufacturing and assembly processes, supply chains, and quality systems for early production runs. 

We expect to continue to incur substantial development costs and operating losses during this period and will require additional capital to execute our plan of operations.

Business Strategy

Although we are currently pre-revenue, our intended business model is primarily B2B and includes:

·Hardware sales and leasing. 

Sale or lease of Airdrone and Wavedrone platforms and associated hydrogen power systems to enterprise, governmental, and institutional customers.

·Software-as-a-Service (“SaaS”). 

Subscription access to our AI analytics platform, including mission planning, data processing, and visualization tools.

·Data-as-a-Service (“DaaS”). 

Access to analytics, insights, and historical datasets generated from uncrewed system operations, either under long-term contracts or usage-based billing.

·Professional services. 

Integration, customization, training, and ongoing support for customers deploying our platforms.

There can be no assurance that we will successfully implement this business model, achieve commercial adoption of our products, or generate any revenues.

Capital Structure

At inception, certain founders, directors, early investors, and strategic counterparties acquired equity interests in the Company in connection with capital contributions, technology development, and the contribution of intellectual property. These stockholders include our Co-Founder and Director, Imran Firoz; Director Candice Beaumont; Guinn Partners; and other early investors. Collectively, these stockholders held a majority of the Company’s outstanding common stock at inception. However, there are no voting agreements, stockholder agreements, or other arrangements pursuant to which any of these stockholders act together, and they are not considered a “group” for purposes of the federal securities laws.

As of the date of this prospectus, the Company’s principal stockholders include Imran Firoz (12,050,000 shares, or approximately 18.52%), Tolemac Holdings LLC (8,750,000 shares, or approximately 13.45%, represented by Yessenia Hernandez), TAH-DAH Ventures LLC (7,500,000 shares, or approximately 11.53%, represented by Yessenia Hernandez), Guinn Partners (5,000,000 shares, or approximately 7.69%), and Candice Beaumont (1,000,000 shares, or approximately 1.54%). Yessenia Hernandez, through her control of Tolemac Holdings LLC and TAH-DAH Ventures LLC, beneficially owns approximately 24.98% of our outstanding Common Stock and may be able to exercise significant influence over matters requiring stockholder approval.

The Company has financed its operations primarily through equity issuances to early shareholders and, in certain instances, to technology vendors as non-cash consideration for intellectual property rights and development services. These issuances were made on an arm’s-length basis and were not accompanied by any arrangements regarding voting, governance, or control of the Company.

We have authorized capital stock consisting of 110,000,000 shares, comprising 10,000,000 shares of Preferred Stock, par value $0.0001 per share, none of which are issued or outstanding, and 100,000,000 shares of Common Stock, par value $0.0001 per share. As of the date of this prospectus, we have 66,056,977 shares of Common Stock issued and outstanding.

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Through this offering, we are registering 125,000 additional shares of Common Stock for issuance by the Company in a direct public offering at a fixed price of $2.00 per share. We may sell all, some, or none of the shares offered pursuant to this prospectus. We will receive all proceeds from the sale of the shares sold in this offering. There is no arrangement in place to address the potential impact of this offering on the trading price of our Common Stock.

Assuming all 125,000 shares offered pursuant to this prospectus are sold, no stockholder or group of stockholders will control the Company within the meaning of Rule 405 of the Securities Act. No stockholder will hold a majority of the Company’s outstanding voting power, and no stockholder has contractual rights to appoint directors, approve or veto corporate actions, or otherwise control the Company.

All shares being offered pursuant to this prospectus will be sold at a fixed price of $2.00 for the duration of the offering. We estimate the cost of this offering to be approximately $40,000. We will pay all expenses incurred in this offering.

The proceeds from the sale of the securities we sell will be placed directly into our account or a designated account to be used as escrow. Any investor who purchases shares will have no assurance that any monies, besides their own, will be subscribed to the prospectus. All proceeds from the sale of the securities are non-refundable, except as may be required by applicable laws.

*We will notify investors by filing a post-effective amendment to our registration statement that will be available for public viewing on the SEC Edgar Database of any such extension of the offering.

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We are an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS ACT”). We shall continue to be deemed an emerging growth company until the earliest of:

As an emerging growth company, we are exempt from Section 404(b) of the Sarbanes-Oxley Act. Section 404(a) requires Issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness of such internal controls and procedures. Section 404(b) requires that the registered accounting firm shall, in the same report, attest to and report on the assessment of the effectiveness of the internal control structure and procedures for financial reporting. As an emerging growth company, we are also exempt from Section 14A (a) and (b) of the Securities Exchange Act of 1934, which requires the shareholder approval of executive compensation and golden parachutes. These exemptions are also available to us as a Smaller Reporting Company.

We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act, which allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to those of companies that comply with the effective dates of public companies.

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The following tables set forth selected historical statements of operations and balance sheet data for fiscal year ended December 31, 2025, which have been derived from the audited financial statements for those periods and for the three months ended March 31, 2026 and 2025, which have been derived from our unaudited financial statements for those periods. Our historical results are not necessarily indicative of the results that may be expected in the future. You should read this data together with our consolidated financial statements and related notes appearing elsewhere in this prospectus, as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” appearing elsewhere in the prospectus.

Selected Statements of Operations Data

(In U.S. Dollars)

Selected Balance Sheet Data

(In U.S. Dollars)

⁽¹⁾ Inception date, July 26, 2024.

⁽²⁾ Working Capital is calculated as current assets less current liabilities.

⁽³⁾ Net Tangible Assets represent total stockholders’ equity attributable to Boumarang, Inc. minus acquired intangible assets

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An investment in our Common Stock involves a high degree of risk. Before deciding whether to invest in our securities, you should carefully consider the risks described below, together with all of the other information set forth in this prospectus, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes. If any of these risks actually occur, our business, financial condition, results of operations, or cash flow could be materially and adversely affected, which could cause the trading price of our Common Stock to decline, resulting in a loss of all or part of your investment. The risks described below and in the documents referenced above are not the only ones that we face. Additional risks not presently known to us or that we currently deem immaterial may also affect our business. You should only consider investing in our securities if you can bear the risk of loss of your entire investment. For ease of reference, we have grouped the risk factors into categories and numbered them for convenience. The numbering is for reference only and does not indicate relative importance.

Risks Related to Our Status as a Development-Stage, Pre-Revenue Company

1. We are an early-stage development company with no revenues and a limited operating history, which makes it difficult to evaluate our prospects and may increase the risk of your investment.

We were incorporated in July 2024 and are a development-stage, pre-revenue company. We have not generated any revenue to date and have a limited operating history upon which you can evaluate our business, prospects, or future performance. Our hydrogen-powered aerial and maritime platforms and AI analytics software are still under development and have not been commercially deployed at scale.

Many of our assumptions regarding market adoption, pricing, cost structure, hydrogen fuel cell performance, AI capabilities, and regulatory approvals are unproven. We expect to continue to incur significant losses for the foreseeable future. Our prospects must be considered in light of the risks and uncertainties frequently encountered by early-stage companies in new and evolving markets.

If we are unable to complete development, achieve commercial acceptance of our products and services, and generate sufficient revenue, we may never achieve or sustain profitability.

2. We will require substantial additional capital to execute our business plan, and we may not be able to obtain financing on acceptable terms, or at all.

We expect to incur substantial expenses as we continue research and development of our Airdrone and Wavedrone platforms, co-develop and test fuel cell power systems, build out our AI and data analytics platform, establish initial manufacturing, quality, and supply chain capabilities, and hire additional personnel.

Our existing capital will not be sufficient to fund our planned operations and growth for the long term. We will need to raise additional equity, equity-linked or debt financing, which may be dilutive to existing stockholders, occur on terms that are unfavorable, or may not be available when needed or in the amounts required.

If we are unable to obtain sufficient additional financing, we may be forced to significantly reduce the scope of our operations, delay or discontinue one or more development programs, reduce headcount, seek strategic alternatives on unfavorable terms, or, in the worst case, cease operations.

3. Our independent registered public accounting firm includes a going concern explanatory paragraph in its report, which could make it more difficult to raise additional capital and may adversely affect the market price of our common stock.

Given our limited operating history, lack of revenues, and expected future operating losses, our independent registered public accounting firm concludes that there is substantial doubt about our ability to continue as a going concern. The going concern explanatory paragraph in the auditor’s report on our financial statements could adversely affect our ability to obtain additional financing on reasonable terms, if at all, and could cause prospective or existing investors to lose confidence in our business or our financial condition.

If we are unable to continue as a going concern, you could lose all or a portion of your investment.

Risks Related to Our People, Partners, and Execution

4. We are highly dependent on a small number of key personnel and advisors, and the loss of any of them could harm our business.

Our success depends heavily on the continued service and performance of a small number of individuals, including our Chief Executive Officer, Craig Nehrkorn; our Co-Founder and Director, Imran Firoz; our Non-Executive Director, Candice Beaumont; our Interim Chief Financial Officer, Himanshu Sharma; our hydrogen and fuel-cell advisor, Shivam Tewari; and key engineers and other technical personnel. Our size and early stage of development mean that these individuals are deeply involved in all aspects of strategy, product development, partner management, and financing.

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We do not maintain key-person life insurance on any of our personnel. Competition for experienced aerospace, hydrogen, AI, and uncrewed systems talent is intense, and we may not be able to attract and retain the personnel we need on acceptable terms, or at all. The loss of one or more key individuals, or the failure to recruit, train, and integrate additional skilled personnel, could materially delay our development programs and adversely affect our business and prospects.

As of the date of this prospectus, the Company does not have any full-time or part-time employees. All of the Company’s personnel, including management, technical, and administrative functions, are provided by independent contractors and consultants pursuant to consulting or services arrangements. The Company has not entered into any employment agreements with any individuals.

The Company believes its reliance on independent contractors provides flexibility during its development stage; however, this structure may change as the Company expands its operations.

5. We rely on a limited number of key partners and vendors, including Guinn Partners, Eastern Electrolyser Ltd., and other technology providers, and any disruption to these relationships could materially harm our development efforts.

Our business model assumes that we will continue to rely on a small number of strategic partners and vendors to provide critical engineering, hydrogen fuel cell, and AI capabilities. In particular, we expect to utilize Guinn Partners for significant elements of engineering, product development, prototyping, and early production of our aerial and Wavedrone platforms, as well as for marketing and early distribution support; we rely on Eastern Electrolyser Ltd. for co-development of hydrogen fuel cell power packs and related systems; and we license AI and computer-vision technology from third parties.

If any of these partners or key vendors ceases doing business with us or materially reduces its engagement, encounters financial distress, operational problems or quality issues, fails to deliver according to our technical, quality or schedule requirements, or changes its strategic priorities in a way that conflicts with ours, we may not be able to replace those capabilities or do so on commercially reasonable terms, if at all.

Any such disruption could materially delay our development programs, increase our costs, reduce the functionality or performance of our products, or force us to scale back our business plan. Any such disruption could materially delay our development programs, increase our costs, reduce the functionality or performance of our products, or force us to scale back our business plan. In addition, our Chief Executive Officer's role as Managing Partner of, and his 51% membership interest in, Guinn Partners, and our Advisory Board member Mr. Shivam Tewari's concurrent roles as a director of Eastern Electrolyser Ltd. and Chief Executive Officer of Nuvora Energy, Inc., give rise to actual and potential conflicts of interest in respect of these key partner relationships. See "Risks Related to Conflicts of Interest" below.

6. We rely on a complex supply chain and third-party logistics providers, and disruptions in our supply, manufacturing, or logistics capabilities could materially harm our business.

We rely on a network of third-party suppliers and manufacturers for key components and subsystems of our platforms, including airframes, electronics, sensors, fuel cell components, communications equipment, and computing hardware. We also expect to rely on third-party logistics providers for the transport of components and finished systems. Many of these items are specialized, have limited qualified suppliers, and may have long lead times.

In particular, Guinn Partners and Eastern Electrolyser have been identified as our primary development partners, responsible for sourcing critical components and assembling prototype units. We expect to continue relying on these partners as well as a broader network of suppliers, some of which provide highly specialized components with few or no readily available substitutes.

A variety of factors may disrupt our supply chain and logistics, many of which are outside of our control, including shortages or allocation of raw materials and critical components, quality problems or manufacturing delays at our suppliers, labor disputes, transportation bottlenecks, strikes or slowdowns, natural disasters, pandemics or public health emergencies, geopolitical tensions or armed conflicts, trade restrictions or tariffs, export controls, changes in customs processes and changes in regulatory or safety standards. Any of these events could delay or prevent the timely delivery of materials and components to us or the shipment of products to our customers.

If we are unable to obtain sufficient quantities of components on commercially reasonable terms, or at all, we may be forced to delay development or deliveries, redesign products, qualify alternative suppliers, incur higher costs, or reduce our production volumes. Such disruptions could materially and adversely affect our ability to execute our development and commercialization plans, our relationships with customers and partners, and our business, financial condition, and results of operations.

Risks Related to Conflicts of Interest

7. Our Chief Executive Officer's Managing Partner role at, and 51% membership interest in, Guinn Partners LLC — our principal third-party engineering and development contractor — creates actual and potential conflicts of interest.

Our Chief Executive Officer and director, Mr. Craig Nehrkorn, serves concurrently as the Managing Partner of Guinn Partners LLC ("Guinn Partners") and holds an aggregate 51% membership interest in Guinn Partners. The remaining membership interests are held in the aggregate by other members of Guinn Partners, none of whom is a director, executive officer, or controlling stockholder of the Company. Guinn Partners is our principal third-party engineering and development contractor, has provided substantially all of the engineering, prototype development, and product-development services in respect of our Airdrone Technology and our WaveDrone unmanned surface vessel platform

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since our inception, and is currently negotiating with us a six-phase, 13-month definitive WaveDrone development program with aggregate contract value approximating $975,000. Guinn Partners also holds 5,000,000 shares of our Common Stock (representing approximately 7.69% of our outstanding Common Stock as of the date of this prospectus) and provides us with the use of its Austin, Texas research-and-development facility on a no-cash-rent basis.

By virtue of his position as Managing Partner of Guinn Partners and his majority membership interest, Mr. Nehrkorn has sole voting power and sole investment power over the 5,000,000 shares of our Common Stock held of record by Guinn Partners and may be deemed to beneficially own such shares pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended.

These overlapping roles give rise to actual and potential conflicts of interest, including in connection with: (i) the negotiation, scope, pricing, milestones, and acceptance criteria of the pending six-phase WaveDrone development program and any future engagements between us and Guinn Partners; (ii) the allocation of Guinn Partners' personnel, facilities, and resources between projects undertaken on our behalf and projects undertaken for Guinn Partners' other customers; (iii) the establishment and enforcement of intellectual property ownership, confidentiality, non-competition, and quality standards in our agreements with Guinn Partners; and (iv) decisions regarding the voting and disposition of the 5,000,000 shares of our Common Stock held of record by Guinn Partners. Mr. Nehrkorn's economic interest in Guinn Partners creates an incentive for him to favor terms that benefit Guinn Partners over those that would be most favorable to us.

We have, in each case, mitigated these conflicts by requiring Mr. Nehrkorn to abstain from any vote of our Board of Directors approving a transaction or arrangement with Guinn Partners and by requiring approval of each such transaction by the disinterested directors pursuant to Section 144 of the Delaware General Corporation Law ("DGCL"). However, no independent third-party valuation, fairness opinion, or appraisal has been obtained for any of our prior transactions with Guinn Partners, and no such valuation or fairness opinion is currently expected to be obtained for the pending six-phase WaveDrone development program. As a result, the consideration paid by us to Guinn Partners may exceed amounts that would be agreed to in arm's-length transactions with unaffiliated parties, and our results of operations and the value of your investment may be materially adversely affected.

8. Mr. Firoz's financial and managerial interests in numerous related entities create actual and potential conflicts of interest and have resulted in multiple related-party transactions.

Our director and former Interim Chief Financial Officer and former President and Chief Executive Officer, Mr. Imran Firoz, has financial, ownership, or managerial interests in a number of entities that have engaged in transactions with us or otherwise have ongoing arrangements with us. These entities include: (i) Spark Capital Investments LLC ("Spark Capital"), a Delaware limited liability company controlled by Mr. Firoz, which since our inception has paid our monthly Irvine, California rent on our behalf, accrued $20,000 per month in unpaid services fees ($240,000 for the year ended December 31, 2025; $100,000 from inception through December 31, 2024), and advanced $61,010 in unsecured, non-interest-bearing working capital to us as of March 31, 2026; (ii) Fiber Food Systems Inc., a Delaware corporation controlled by Mr. Firoz, which received 5,000,000 founder shares of our Common Stock and exchanged them for shares of BIO-key International, Inc.; (iii) Hudson Dunes Corporation (formerly Central Logistics Services Corp.), a Delaware corporation controlled by Mr. Firoz, which subscribed for 50,000 shares of our Common Stock for $50,000 in cash on December 31, 2024; (iv) SUPA Consolidated Inc. (formerly Tribal Rides International Corp.), a Delaware corporation in which Mr. Firoz is a controlling shareholder, from which we acquired two granted U.S. patents in exchange for 2,906,977 shares of our Common Stock valued at $5,000,000 on December 31, 2024; and (v) Nuvora Energy, Inc. ("Nuvora"), a privately held Delaware corporation in which Mr. Firoz serves as Co-Founder and Interim Chief Financial Officer and which shares our principal-office address — on October 27, 2025, we consummated a share-for-share exchange transaction with Nuvora valued at $2,000,000 in the aggregate.

These overlapping interests give rise to actual and potential conflicts of interest, including in connection with: (i) the timing, terms, valuation, and scope of any current or future transactions between us and any Firoz-controlled entity; (ii) the timing of repayment, conversion, or write-off of related-party loans, accrued service fees, and accrued rent reimbursements owed by us to Spark Capital; (iii) the carrying value of, and any future actions in respect of, our $2,000,000 investment in Nuvora common stock; and (iv) the allocation of Mr. Firoz's time, attention, and managerial focus between us and the other entities he controls or for which he provides services, including FDCTech, Inc. and Eva Live, Inc.

We have mitigated these conflicts by requiring Mr. Firoz to abstain from any vote of our Board of Directors approving a transaction with any of the Firoz-controlled entities and by requiring approval of each such transaction by the disinterested directors pursuant to DGCL §144. However, no independent third-party valuation or fairness opinion was obtained for any of these prior transactions at the time consummated. The fair value of our investment in Nuvora common stock is supported by an independent IRC §409A valuation report dated January 19, 2026, but that valuation was prepared after the closing of the share-for-share exchange. Accordingly, our results of operations, financial position, and the value of your investment may be materially adversely affected if any of these prior transactions, or any future transactions with Firoz-controlled entities, were determined not to be on terms fair and reasonable to us.

9. Mr. Tewari's concurrent roles as a director of Eastern Electrolyser Ltd. and Chief Executive Officer of Nuvora Energy, Inc. create potential conflicts of interest in respect of our hydrogen fuel cell technology arrangements.

A member of our Advisory Board, Mr. Shivam Tewari, serves concurrently as a director of Eastern Electrolyser Ltd. ("Eastern") and as the Chief Executive Officer of Nuvora. Eastern is the counterparty to our September 30, 2024 Hydrogen Fuel Cell Technology Purchase and Assignment Agreement (under which we issued 2,500,000 shares of our Common Stock valued at $2,500,000) and to our January 2026 Amended and Restated Hydrogen Fuel Cell Technology Co-Development and Purchase Agreement, which contemplates the joint development of 4 kW and 8 kW hydrogen fuel cell power packs and, separately, the construction of an approximately 11 MW production facility intended to support a fleet of up to 1,800 drones by the end of fiscal year 2026 (subject to financing, commercial validation, regulatory approvals, and

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the negotiation and execution of definitive construction and supply agreements). Nuvora is the counterparty to our October 27, 2025 Nuvora Share Swap. Although Mr. Tewari does not serve as a director or executive officer of the Company and our Advisory Board has no voting rights, fiduciary duties, or authority to direct or control our management, operations, or strategic decisions, Mr. Tewari's overlapping roles create potential conflicts of interest in respect of, among other matters, the technical design, development priorities, milestones, costs, intellectual property allocation, and commercialization terms of our hydrogen fuel cell co-development arrangements with Eastern, and any future business arrangements with Nuvora. Although Mr. Tewari does not participate in any vote of our Board of Directors, our reliance on his industry expertise — and the absence of an independent fairness opinion or third-party valuation in respect of any of our arrangements with Eastern or Nuvora — increases the risk that the terms of those arrangements are less favorable to us than could be obtained from unaffiliated parties.

10. We have not adopted a formal written related-party transactions policy, and we do not have standing audit, compensation, or nominating and corporate governance committees, which may impair our ability to identify, evaluate, and address conflicts of interest.

We have not adopted a formal written related-party transactions policy, and our Board of Directors does not currently have standing audit, compensation, or nominating and corporate governance committees. We currently rely on our disinterested directors, acting under DGCL §144, to review and approve related-party transactions, but we have only one independent director (Ms. Beaumont). The absence of a formal written related-party transactions policy and standing committees may impair our ability to: (i) identify all related-party relationships, transactions, and potential conflicts of interest on a timely and consistent basis; (ii) evaluate proposed related-party transactions against established criteria; (iii) document the rationale, alternatives considered, and approval procedures used in connection with the review of related-party transactions; and (iv) provide effective oversight of executive compensation, financial reporting, internal controls, related-party transaction approvals, and the nomination and evaluation of directors. We intend to adopt a formal written related-party transactions policy and to establish standing audit, compensation, and nominating and corporate governance committees in connection with our planned listing on a national securities exchange or the OTC Markets (OTCQB or OTCID). Until we do so, the risk that conflicts of interest are not identified, are not addressed in accordance with best practices for public companies, or are not approved on terms fair and reasonable to us is greater than at companies with formal policies and standing committees in place.

11. We share office space and certain administrative functions with related parties, which may give rise to conflicts of interest and may complicate cost allocation, expense accounting, and the perception of our independence.

Our principal office at 200 Spectrum Center Drive, Suite 300, Irvine, California 92618 is shared with Nuvora and one or more of Spark Capital, Fiber Food Systems Inc., and Hudson Dunes Corporation, each of which is an entity controlled by, or affiliated with, Mr. Firoz. In addition, certain of our administrative and back-office functions are provided by, or coordinated through, Spark Capital. We have not entered into a written cost-sharing or services agreement with Spark Capital governing the allocation of shared office costs, administrative resources, or back-office services. The shared-office and shared-administrative-function arrangements may result in cost allocations and expense accounting that are not on terms that would be agreed to between unaffiliated parties; may give rise to actual or perceived conflicts of interest in respect of the allocation of shared resources, the prioritization of work, the use of confidential information, and the conduct of business communications; and may complicate the operational separation of our business from those of the related parties. If, in the future, we are required to restate our financial statements or are subject to claims of inadequate disclosure, regulatory inquiry, or stockholder litigation in respect of these arrangements, our results of operations, financial condition, and the value of your investment may be materially adversely affected.

12. Concurrent service of our non-executive director, and of a controlling beneficial owner of certain of our 5%-or-greater stockholders, on the board of, and as Chief Executive Officer of, a separate related party of the Company creates additional potential conflicts of interest and may affect the independence of our Board.

Our Non-Executive Director, Ms. Candice Beaumont, also serves as a director of SUPA Consolidated Inc. (formerly Tribal Rides International Corp., name changed October 21, 2025) ("SUPA"), a related party of the Company controlled by Mr. Imran Firoz, our Director. In addition, Ms. Yessenia Hernandez, who is the sole member of and controls each of Tolemac Holdings LLC and TAH-DAH Ventures LLC (which collectively beneficially own approximately 24.98% of our outstanding common stock and each of which is a related party of the Company), serves as the Chief Executive Officer and a director of SUPA. Ms. Hernandez is therefore herself a related party of the Company. As a result, three of the relationships most significant to our capital structure and governance — Mr. Firoz's control of SUPA, Ms. Hernandez's control of our two largest stockholders, and Ms. Beaumont's service on our Board — converge at a single related party, SUPA, with which we have already transacted and with which we may transact again. The concurrent service of Ms. Beaumont on the boards of both us and SUPA, and the concurrent service of Ms. Hernandez as a director and Chief Executive Officer of SUPA while controlling each of our two largest stockholders, give rise to actual or potential conflicts of interest in respect of: (i) any current or future transaction between us and SUPA, including, without limitation, the December 31, 2024 acquisition of two U.S. patents from SUPA in exchange for 2,906,977 shares of our common stock, for which no independent valuation or fairness opinion was obtained at the time of the transaction; (ii) the allocation of Ms. Beaumont's time, attention, and fiduciary focus between us and SUPA, and the corresponding allocation of corporate opportunities between the two companies; (iii) the voting and disposition of the 16,250,000 shares of our common stock beneficially owned by Ms. Hernandez through Tolemac Holdings LLC and TAH-DAH Ventures LLC; (iv) the timing, terms, and disclosure of any future transactions or arrangements involving SUPA or any of Ms. Hernandez's controlled entities; and (v) the handling of our confidential or competitively sensitive information by directors who owe concurrent fiduciary duties to SUPA. Although there are no voting agreements or other arrangements pursuant to which Mr. Firoz, Ms. Hernandez, or Ms. Beaumont act together, and although they do not constitute a "group" for purposes of the federal securities laws, the overlapping relationships described above could facilitate coordinated action among the holders of a substantial portion of our common stock.

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These overlapping roles also may impair the protections that our related-party approval process is intended to provide. We rely on our disinterested directors, acting under Section 144 of the Delaware General Corporation Law, to review and approve related-party transactions, and Ms. Beaumont is currently the only member of our Board whom we have designated as independent. Because Ms. Beaumont is herself a director of SUPA, she may not be disinterested with respect to transactions or arrangements between us and SUPA, and in such matters we may have no director who is both independent and disinterested available to review and approve the transaction on our behalf. In addition, although our Board has determined that Ms. Beaumont satisfies the independence standards applicable to the OTC Markets (OTCQB or OTCID) Rules notwithstanding her SUPA directorship, that determination was made by our Board itself, has not been reviewed by any securities exchange or other third party, and may not satisfy the more stringent independence requirements that would apply if our common stock were listed on a national securities exchange (such as Nasdaq Listing Rule 5605 or NYSE Listed Company Manual Section 303A.02), in which case we may have no independent directors. As a result, we may be unable to satisfy independence-based listing requirements applicable to our planned uplisting, transactions with SUPA may be approved through procedures that afford our stockholders less protection than the disinterested-director process is designed to provide, the value of your investment may be adversely affected, and the perceived integrity of our corporate governance may be impaired.

Risks Related to Our Markets, Competition, and Strategy

13 . Adverse macro-economic conditions, including inflation and higher interest rates, could negatively affect demand for our systems, increase our costs, and impair our results of operations.

Our business and prospects are subject to risks associated with adverse macro-economic conditions in the United States and globally. Economic downturns, recessions, periods of high inflation, rising interest rates, tightening of credit markets, reduced government or corporate spending, currency volatility, and other macro-economic factors could negatively affect demand for our systems and services, particularly where our potential customers are government agencies or enterprises with discretionary capital budgets.

Adverse economic conditions may cause customers to delay, reduce, or cancel purchases, lengthen sales cycles, limit funding for pilot programs, or seek lower-cost alternatives. In addition, inflationary pressures and supply-demand imbalances may increase our costs for components, fuel cell systems, materials, labor, logistics, and other inputs. We may not be able to offset such cost increases through price increases, productivity gains, or alternative sourcing.

Deterioration in macro-economic conditions may also affect our ability to raise additional capital on acceptable terms, if at all, and could increase the cost of any debt financing we may incur. Any of these factors could have a material adverse effect on our business, financial condition, results of operations, and prospects.

14. The markets in which we expect to compete are highly competitive and characterized by rapid innovation, and we may not be able to compete effectively.

We expect to compete in markets for uncrewed aerial and maritime systems, hydrogen power systems, and AI-enabled analytics. These markets are intensely competitive and are characterized by rapid technological change, evolving customer requirements, price and performance competition, and frequent product introductions. We will face competition from a wide range of companies, including established defense contractors, commercial drone manufacturers, robotics companies, software and analytics providers, and new entrants.

Many of our competitors have significantly greater financial, technical, manufacturing, marketing, and other resources, longer operating histories, broader product lines, and established relationships with customers and regulators. They may be able to respond more quickly to new technologies, changing customer requirements, and industry or regulatory developments.

If we do not compete successfully, we may lose current or potential customers, our revenue and margins may decline, and our business and prospects may be materially and adversely affected.

15 . We expect to rely on a limited number of key customers and end markets, including potential sales to U.S. government and defense-related customers, which may subject us to concentration and budgetary risks.

We expect that a significant portion of our future revenue, if any, may come from a relatively small number of key customers and end markets, including potential customers in the defense, security, critical infrastructure, and government sectors. As a result, our business may be particularly sensitive to the success, financial condition, and procurement decisions of a limited number of customers or programs.

Government and defense customers in particular are subject to stringent procurement processes, annual or multi-year budget cycles, and shifting political and policy priorities. Reductions or delays in government spending, cancellations or modifications of programs, or changes in priorities away from uncrewed systems or hydrogen-powered technologies could reduce demand for our offerings and adversely affect our business.

If one or more of our key customers reduce, delay, or cancel purchases, or if we are unable to win or renew a small number of important contracts or pilot programs, our business, financial condition, and results of operations could be materially and adversely affected.

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16. We may become subject to complex government contracting and procurement rules, and failure to comply with these rules could limit our growth and expose us to penalties.

To the extent we contract directly or indirectly with the U.S. government or other governmental entities, we will be required to comply with laws and regulations applicable to government contractors and subcontractors, including the Federal Acquisition Regulations (FAR), agency-specific supplements, and other procurement rules.

These regulations may affect how we price our offerings, allocate costs, manage our supply chain, protect information, and conduct business. Government contracts are often subject to audit, investigation, modification, and termination for convenience by the contracting agency. If a government audit or investigation uncovers improper or illegal activities, or if we fail to comply with applicable regulations, we could be subject to civil or criminal penalties, administrative sanctions, damages, suspension or debarment from future government contracts, and reputational harm.

Any of these outcomes could reduce our revenue, increase our costs, and have a material adverse effect on our business, financial condition, and results of operations.

17 . We may not achieve broad market adoption of hydrogen-powered AI drone solutions, and even if the markets develop, our specific products and services may not meet customer needs.

Our strategy assumes that markets for hydrogen-powered, AI-enabled uncrewed aerial and maritime systems will expand as customers seek longer endurance, lower emissions, and more advanced analytics. These markets are still emerging and may develop more slowly than we expect, may be limited to niche applications, or may not develop at all.

Even if markets for hydrogen-powered AI drones gain broader acceptance, our specific products and services may not meet customer needs or preferences, or may not be adopted due to concerns about safety, reliability, cost, infrastructure availability, regulatory uncertainty, or competing technologies. Customers may choose alternative solutions, including battery-powered drones, crewed aircraft, satellites, or ground-based systems.

If the markets we are targeting do not develop as we anticipate, or if our offerings fail to gain market acceptance within those markets, our growth prospects and business could be materially and adversely affected.

18 . Rapid technological change in our markets requires ongoing innovation and product development, which may be costly and may not succeed.

The markets for uncrewed systems, hydrogen power, and AI analytics are characterized by rapid technological advancements, frequent new product introductions, and evolving industry standards. Our future success will depend on our ability to anticipate and respond effectively to these changes, to continue developing and enhancing our products and services, and to bring new solutions to market in a timely and cost-effective manner.

We may not have sufficient resources to make the necessary investments in research and development, testing, and certification. Our efforts to innovate may be more costly or take longer than we expect, or may not result in products or features that achieve commercial success. Competitors, including larger firms with greater resources, may develop technologies that render our offerings less attractive or obsolete.

If we are unable to allocate sufficient resources to product development or fail to create new products and enhancements that keep pace with technological and market developments, customer demand for our offerings may decline, and our business and prospects could be materially and adversely affected.

Risks Related to Our Hydrogen, Uncrewed Systems, and AI Technology

19 . Hydrogen is a hazardous material, and accidents or safety incidents involving our hydrogen storage, fueling, or fuel cell systems could result in severe consequences, regulatory scrutiny, and reputational damage.

Our systems are being designed around hydrogen fuel cell technology. Hydrogen presents specific safety risks, including flammability, potential for leaks, and high-pressure storage requirements. Incidents involving our hydrogen storage, fueling systems, or fuel cell power packs—whether on our platforms, at customer facilities, or at any future production or test sites—could result in serious injury or death, property damage, environmental harm, regulatory investigations, and significant negative publicity.

Any such incident could result in grounding or recall of affected platforms, redesign or retrofit requirements and associated costs, more stringent regulatory requirements or operational restrictions, and loss of customer and investor confidence. Even if our products do not cause a safety incident, accidents involving hydrogen systems generally could negatively affect public perception and regulatory attitudes toward hydrogen-powered uncrewed systems.

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20 . Our hydrogen fuel cell power systems may not achieve the performance, durability, cost, or certification required for our intended applications.

We are co-developing 4 kW and 8 kW PEM hydrogen fuel cell power packs designed to be ultra-lightweight, high-output, and suitable for integration into aerial and maritime platforms. These systems must satisfy demanding and sometimes conflicting requirements relating to weight, power density, cost, efficiency, reliability, refueling characteristics, and environmental robustness.

There is no assurance that our partners and we will be able to achieve targeted performance and weight metrics under real-world operating conditions, achieve the durability and maintenance intervals required by customers, produce fuel cell systems at a cost that makes our overall solution economically attractive, or obtain any required certifications or approvals from relevant regulators.

If our fuel cell systems underperform, prove unreliable, are too costly, or cannot be certified for their intended use, our platforms may be less attractive to customers or may not be commercially viable at all. This could materially and adversely affect our business, financial condition, and prospects.

21 . Our uncrewed aerial and maritime systems are complex and may contain defects, errors, or vulnerabilities that could result in performance issues, product recalls, liability, and reputational harm.

Our Airdrone and Wavedrone platforms and related systems are complex, integrating advanced aerostructures, propulsion systems, sensors, avionics, communications, control software, and ground infrastructure. Complex systems may contain design or manufacturing defects, integration issues, software bugs, or vulnerabilities that may not be detected until after deployment.

Defects, errors, or failures in our products—or their misuse—could result in crashes, loss of vehicles, mission failures, property damage, personal injury, or death. We may be required to recall or repair products, provide replacement systems, or implement costly software updates or hardware modifications. Such issues could also damage our brand, delay our development and commercialization efforts, and divert management and engineering resources from other priorities.

22 . We may face significant product liability and other claims if our products harm people or property, and our insurance coverage may not be adequate.

The operation of uncrewed aerial and maritime systems involves inherent risks of accidents and injuries. If our products malfunction, are misused, or are involved in incidents that cause property damage, personal injury, or death, we could be subject to product liability, negligence, or other claims. Such claims could be expensive to defend, divert management’s attention, and result in substantial damage awards or settlements.

We maintain insurance coverage that we believe is appropriate for our stage and industry; however, our policies may not cover all types of claims, may be subject to significant deductibles and limits, and may not be available or affordable on reasonable terms in the future. A successful claim that exceeds our insurance coverage, or a series of claims, could have a material adverse effect on our business, financial condition, and results of operations.

23 . Our use of AI and autonomy features exposes us to risks of software defects, unintended behavior, cybersecurity vulnerabilities, and regulatory scrutiny.

We intend to incorporate AI-driven perception, navigation, object recognition, fleet management, and decision-support capabilities into our platforms. AI and autonomy software can behave unpredictably in edge cases or untested scenarios and can be difficult to validate fully. In addition, AI systems may be susceptible to adversarial attacks, spoofing, or manipulation of sensor inputs.

Software defects, misconfigurations, or cyber-related issues affecting our AI systems could result in loss of control of uncrewed platforms, collisions, crashes, unsafe behavior, incorrect or misleading data and analytics, or system downtime and service disruptions. Any such event could lead to property damage, personal injury, regulatory action, contractual liability, and loss of customer trust.

Regulators may also impose additional requirements or limitations on AI-enabled or autonomous operations, which could increase our development costs or restrict the capabilities of our products.

24 . Our systems and data infrastructure are subject to cybersecurity and data privacy risks, including potential breaches affecting sensitive flight, sensor, and customer data.

We expect to collect, transmit, process, and store significant amounts of data, including flight telemetry, sensor readings, imagery, and customer-provided information. Our platforms and infrastructure may be vulnerable to cyberattacks, including hacking, malware, ransomware, phishing, insider threats, and attacks on third-party service providers.

A successful cyberattack or data breach could result in unauthorized access to, or exfiltration of, sensitive data; manipulation of control systems or loss of control of uncrewed platforms; disruption of our operations, development, or support activities; significant remediation, notification, and litigation costs; and regulatory investigations, fines, and reputational damage.

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Our cybersecurity measures may prove inadequate, especially as attackers become more sophisticated. In addition, evolving data protection and privacy regulations may impose increasing obligations and costs on us.

25 . Our provisional patent application may not result in an issued patent, which could adversely affect our competitive position.

We have filed U.S. Provisional Patent Application No. 63/727,652 for our self-righting USV technology. A provisional patent application does not itself mature into a patent; rather, it establishes a priority date and provides a 12-month period during which we must file a non-provisional (utility) patent application to preserve the priority date. Our provisional application was filed on December 3, 2024, requiring us to file a non-provisional application by December 3, 2025.

Even if we timely file a non-provisional application, there can be no assurance that:

·The USPTO will grant a patent based on our application; 

·The scope of any patent granted will be broad enough to provide meaningful protection for our technology; 

·Our patent claims will not be challenged, invalidated, or circumvented by competitors; 

·Prior art or other patents will not limit the enforceability of our patent, or 

·We will have sufficient resources to enforce our patent rights against potential infringers. 

Failure to obtain patent protection or the invalidation of our patent rights could enable competitors to replicate our self-righting USV technology, which would materially and adversely affect our competitive position and business prospects.

26 . Our non-provisional patent application is subject to USPTO examination and may not result in an issued patent.

Under U.S. patent law, a provisional patent application automatically expires 12 months after filing if a corresponding non-provisional application is not filed claiming priority to the provisional. Our provisional application (No. 63/727,652) expiry date was on December 3, 2025. In December 2025, we filed a non-provisional patent application with the USPTO for our self-righting USV technology, claiming priority to our provisional application filed December 3, 2024. The application is now subject to examination by the USPTO, a process that typically takes 18 to 24 months. During examination, the USPTO may reject some or all of our patent claims, require amendments that narrow the scope of protection, or identify prior art that limits patentability.

Even if we overcome all USPTO objections and a patent is issued, there can be no assurance that:

·The issued claims will be broad enough to provide meaningful competitive protection; 

·Competitors will not design around our patent claims; 

·Third parties will not challenge the validity of our patent through inter partes review or litigation; or 

·We will have sufficient resources to enforce our patent rights against infringers. if we do not timely file a non-provisional application. 

27 . We may face intellectual property infringement claims from third parties.

The maritime drone and autonomous vessel industry involves numerous patents and proprietary technologies. Other companies may hold patents or intellectual property rights that could be interpreted to cover aspects of our self-righting USV technology. We have not conducted a comprehensive freedom-to-operate analysis, and there can be no assurance that our technology does not infringe the intellectual property rights of others.

We may be required to pay substantial damages, obtain licenses on unfavorable terms, or redesign our products at high cost and delay, any of which could materially harm our business and financial condition if we are found to infringe third-party intellectual property rights.

28 . Our Asset Purchase and IP Agreement with Shore House IVF contains a clawback provision that could result in the loss of our core Wavedrone Technology if we do not uplist on a National Securities Exchange.

As of the date of this prospectus, we have not listed our common stock on a national securities exchange and do not currently satisfy all applicable listing requirements of Nasdaq or the NYSE. There can be no assurance that we will be able to complete an uplisting on acceptable terms, or at all, within the required twelve-month period, which expires on December 31, 2025. Our ability to uplist is subject to numerous factors, many of which are beyond our control, including market conditions, regulatory review timelines, investor demand, minimum bid price requirements, stockholders’ equity thresholds, corporate governance requirements, and the availability of audited financial statements meeting the standards of the applicable exchange.

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If Shore House IVF were to exercise its clawback right, we would lose ownership and control of the Wavedrone maritime drone platform, which constitutes a core component of our current and planned business operations, product roadmap, and commercialization strategy. The loss of this technology would materially and adversely affect our business, financial condition, results of operations, and prospects. In such circumstances, we would be required to develop, license, or acquire alternative maritime drone or autonomous surface vessel technology, which could require substantial additional capital, result in significant delays, involve unfavorable terms, or ultimately prove unsuccessful. There can be no assurance that any alternative technology would be comparable to the Wavedrone platform in terms of performance, cost, regulatory readiness, or market acceptance.

Shore House IVF’s clawback right, set forth in Section 1.2 of the Asset Purchase and IP Agreement (Exhibit 10.4), is its sole contractual right to reverse the WaveDrone IP transfer. Shore House IVF has no other reversal, repurchase, or termination rights against us, and no such rights are conditioned on the Internal WaveDrone Funding Plan (described under “Related Party Transactions and Relationships”), an informal, non-binding internal plan under which we may allocate up to $300,000 toward the Guinn Partners six-phase WaveDrone development program. Because the Internal WaveDrone Funding Plan is non-binding, is not embodied in a written or oral agreement, and confers no rights on Shore House IVF, we have not filed any separate agreement related to that plan as an exhibit under Item 601(b)(10) of Regulation S-K. Investors should not rely on the Internal WaveDrone Funding Plan as a source of capital for the Company.

The existence of this clawback provision may also adversely affect investor confidence, our valuation, our ability to raise capital, and our strategic flexibility during the uplisting process. Accordingly, failure to uplist within the specified timeframe could have a material adverse effect on our business and may impair our ability to continue executing our current business plan.

29 . We have not yet completed development of our Hydrogen Fuel Cell Power Systems, and delays or failure to achieve revised development milestones could adversely affect our business.

Although we acquired hydrogen fuel cell technology from Eastern Electrolyser Ltd. in September 2024, the continued development and refinement of 4 kW and 8 kW hydrogen fuel cell power packs remain subject to an ongoing co-development program. The original target date for completing prototype fuel cell products by December 31, 2024, was not met due to supply chain constraints, technical development requirements, and resource allocation priorities.

In January 2026, we amended and restated our agreement with Eastern to waive any default related to the original milestone date and to establish revised development milestones extending through June 30, 2027. These milestones include engineering design completion, prototype fabrication, bench testing, integration testing, and delivery of production-ready units.

The revised milestones are subject to a number of risks, including technical challenges inherent in hydrogen fuel cell systems, integration risks with our drone platforms, availability of components and materials, reliance on Eastern’s engineering and development resources, and broader supply chain and geopolitical risks. While the agreement requires the parties to use commercially reasonable efforts to achieve the milestones, it does not guarantee successful or timely completion.

If we are unable to complete development of commercially viable hydrogen fuel cell power systems on the anticipated timeline, or at all, our ability to commercialize hydrogen-powered drone platforms could be delayed or impaired, which could adversely affect our business strategy, competitive position, financial condition, and results of operations.

Risks Related to Regulation and Government Policy

30 . We may not be able to obtain, maintain, or expand the regulatory approvals and operational permissions required to deploy our systems at scale.

Our ability to commercialize our aerial and maritime platforms depends on complying with, and obtaining approvals under, a complex and evolving set of regulations administered by authorities such as the U.S. Federal Aviation Administration (FAA), other civil aviation and maritime regulators, and, in some cases, defense or national security agencies.

These regulations may limit where, how, and for what purposes our uncrewed systems can operate; restrict beyond visual line of sight (BVLOS) operations or require additional certifications or waivers; impose requirements on pilot training, maintenance, airworthiness, and safety systems; or change in ways that render our current or planned designs non-compliant.

We may experience delays, costs, or failures in obtaining specific approvals, waivers, or certificates needed for certain operations or customers. Regulatory authorities may also suspend or revoke approvals based on safety incidents, policy changes, or other factors. Inability to obtain or maintain required regulatory permissions could delay or prevent commercial deployments and materially harm our business.

31 . As we pursue applications in defense, critical infrastructure, and cross-border markets, we may be increasingly subject to export control, sanctions, and national security regulations.

To the extent we sell to or work with defense, security, or critical infrastructure customers, or export our products or technology outside the United States, we may become subject to U.S. export control laws and regulations, including the International Traffic in Arms Regulations (ITAR) and Export Administration Regulations (EAR), as well as similar foreign regimes.

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If our products, software, or technology are classified as controlled items, we may be required to obtain export licenses or authorizations for certain transactions, implement additional compliance programs and internal controls, restrict access to technology by certain foreign nationals, or decline business opportunities in sanctioned jurisdictions or with sanctioned counterparties.

Failure to comply with export controls or sanctions could result in significant civil or criminal penalties, denial of export privileges, reputational harm, and loss of access to certain markets or customer segments. Geopolitical developments could also affect our ability to sell into certain regions or collaborate with foreign partners.

32 . Changes in environmental, health, and safety regulations, or in climate and ESG expectations, may adversely affect our operations, supply chain, and markets.

Although hydrogen-powered platforms can offer emissions advantages over fossil fuel-based systems, our operations are subject to environmental, health, and safety laws and regulations related to hydrogen production, storage, and use, as well as manufacturing, testing, and waste disposal. Changes in such regulations or in enforcement practices could increase our compliance costs or limit our operations.

In addition, climate-related policies, carbon pricing, hydrogen certification schemes, and environmental permitting could affect the availability and cost of hydrogen or other inputs. Investor and customer expectations regarding environmental, social, and governance (ESG) performance are also evolving. If we fail to meet these expectations, or if climate-related disruptions affect our operations or those of our partners, our reputation, cost structure, and access to capital could be negatively impacted.

33 . As we expand internationally, we will be subject to additional risks, including regulatory, operational, geopolitical, and foreign currency risks, which could adversely affect our business.

Although we are currently in the development stage, we expect to pursue opportunities outside the United States, including through our subsidiary Boumarang Pty Ltd in Australia and in other regions where our uncrewed systems and hydrogen technologies may be deployed. Operating and expanding internationally subjects us to numerous additional risks, including:

·differing technical standards, certification requirements, and operational regulations for uncrewed systems and hydrogen technologies; 

·complex, inconsistent, or rapidly changing legal and regulatory environments, including aviation, maritime, environmental, safety, data protection, and labor laws; 

·difficulties in establishing and managing relationships with local partners, suppliers, and customers; 

·challenges in recruiting, training, and retaining local personnel; 

·increased costs and complexities associated with logistics, customs, duties, tariffs, and trade restrictions; 

·exposure to political or social instability, changes in government policies, nationalization or expropriation of assets; and 

·restrictions or delays related to export controls, sanctions, or national security reviews, as described under “Risks Related to Regulation and Government Policy.” 

We may also become exposed to fluctuations in foreign currency exchange rates as we incur expenses or generate any revenues in currencies other than the U.S. dollar. Significant movements in exchange rates could affect our reported results of operations and cash flows, particularly if we do not implement effective hedging or other risk-management strategies.

If we are unable to manage the risks associated with international operations effectively, our ability to grow our business, compete in global markets, and achieve our strategic objectives could be materially and adversely affected.

34 . We may have greater than anticipated tax liabilities, and changes in tax laws or adverse outcomes in tax examinations could adversely affect our results of operations and cash flows.

We are subject to income and other taxes in the United States and, as we expand, may become subject to taxation in additional jurisdictions. Our tax liabilities are based on our corporate structure, our intercompany arrangements, and the allocation of income and expenses among taxing jurisdictions, all of which require significant judgment. Tax authorities may challenge our tax positions, and the outcome of any audits or examinations may differ from our expectations.

In addition, tax laws, regulations, and administrative practices are subject to change, interpretation, and varying enforcement. Changes in tax rates, the adoption of new tax laws, including digital services taxes or minimum tax regimes, changes in how existing tax laws are interpreted or applied, or changes in our corporate structure or operations could result in increased tax liabilities, require us to pay additional taxes or penalties, or affect the value of our deferred tax assets.

We may not have established adequate reserves for our tax positions, and any increase in our tax obligations, including as a result of an adverse outcome in a tax audit or examination, could have a material adverse effect on our results of operations, financial condition, and cash flows.

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Risks Related to Our Intellectual Property and Strategic Transactions

35 . We may not be able to protect or enforce our intellectual property rights adequately, and we rely on intellectual property that we do not own outright.

Our success depends in part on our ability to obtain, maintain, and enforce intellectual property rights covering our technologies, including rights acquired from third parties such as Guinn Partners and SUPA Consolidated Inc. (formerly Tribal Rides International Corp.), and rights licensed from technology providers such as Trust Stamp. We also rely on trade secrets and know-how.

Our IP protection may be limited because patents may not issue from pending or future applications or, if issued, may be challenged, narrowed or invalidated; our trade secrets may be disclosed or misappropriated, including by future employees, contractors, partners or competitors; we may be unable to detect or prove unauthorized use of our technology; and contractual protections, such as confidentiality and IP ownership clauses, may be breached or difficult to enforce.

We also rely on technology that we license rather than own. Licenses may be subject to field-of-use restrictions, may not be exclusive, and may be terminable under certain circumstances. If we are unable to maintain these licenses on commercially reasonable terms, or if licensors fail to perform, our products and services could be impaired.

If we cannot protect our intellectual property or must license critical technology on unfavorable terms, our competitive position, revenue, and margins could be adversely affected.

36 . We may be subject to claims that our products or technologies infringe the intellectual property rights of others.

The industries in which we operate, including aerospace, robotics, hydrogen systems, and AI, are characterized by extensive patenting and frequent intellectual property disputes. Third parties may allege that our products, services, or technologies infringe their patents, copyrights, trademarks, trade secrets, or other proprietary rights.

Any such claims—whether or not meritorious—could result in costly and time-consuming litigation or administrative proceedings, injunctions or other orders limiting or preventing sales or use of our products, the need to redesign products or obtain licenses (which may not be available on reasonable terms, or at all), and payment of damages, royalties or settlement amounts.

An adverse outcome in any intellectual property dispute could materially harm our business, financial condition, and prospects.

37 . Future strategic transactions, including acquisitions or additional IP purchases, may not achieve their intended benefits and may create integration, accounting, and operational risks.

Our strategy may involve acquiring additional intellectual property, technology assets, or companies to complement or expand our capabilities. Any such transaction could involve significant risks, including difficulties in integrating technology, products, systems, operations and personnel; diversion of management’s time and attention from our core business; higher than expected costs, including restructuring charges and integration expenses; the assumption of unknown or contingent liabilities; and the risk that anticipated synergies, cost savings or other expected benefits do not materialize.

In addition, acquisitions may require us to record goodwill or other intangible assets that could be subject to future impairment charges, adversely affecting our results of operations.

Risks Related to Our Common Stock and This Offering

38 . An active trading market for our common stock may not develop or be sustained, and the market price of our stock may be volatile.

Prior to this offering, there has been no public market for our common stock. We cannot predict the extent to which investor interest will lead to the development of an active, liquid trading market. Even if a market develops, it may not be sustained, and you may be unable to sell your shares at or above the initial public offering price, or at all.

The market price of our common stock may be highly volatile and may be affected by factors such as our operating performance and financial condition; delays or developments (favorable or unfavorable) in our product development, testing or regulatory approvals; announcements regarding our partners, customers or competitors; changes in analyst estimates or market perceptions of our sector; regulatory or policy developments affecting drones, hydrogen or AI; and general economic, market and geopolitical conditions.

Securities of emerging technology and drone-related companies have often experienced substantial price and volume fluctuations unrelated to operating performance. Such volatility could result in the initiation of securities class action litigation, which could entail substantial costs and divert management’s attention.

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39 . This is a "best efforts" offering with no minimum, which means we may not raise any funds or may raise less than the full offering amount, and investors may be the only participants in this offering.

We are offering our shares on a "best efforts, no minimum" basis. This means there is no minimum amount we must raise, and we may close the offering without selling any shares or after selling only a portion of the offered shares. Our officers and directors will use their best efforts to sell the shares, but are not required to sell any specific amount. Because there is no minimum offering amount: (i) you may be the only investor in this offering; (ii) we may not raise sufficient capital to execute our business plan; (iii) your investment will not be returned if we fail to sell additional shares; and (iv) we will have immediate access to any funds raised with no escrow protection. If we raise significantly less than the full offering amount, we may not have sufficient capital to execute our stated use of proceeds, and you could lose your entire investment. If less than 50% of the offering is completed, the Company will be required to materially curtail product development, delay commercialization efforts, and may not be able to continue operations without additional financing.

40. We may not be able to raise follow-on equity financing of up to $2,000,000 from our subscription agreements or through a public offering or private placement.

As part of our liquidity strategy, management intends to pursue a follow-on equity financing of approximately $2,000,000 within 12 months following the completion of this offering. This planned financing may take the form of a private placement, registered offering, or other equity or equity-linked transaction. As of the date of this prospectus, we have no binding commitments, subscription agreements, or other arrangements in place with respect to this financing, and there can be no assurance that we will be able to raise this amount, or any additional capital, on acceptable terms or at all. Our ability to complete a follow-on financing will depend on market conditions, investor interest, our operating performance, and other factors beyond our control. If we are unable to raise additional capital, we may be required to significantly curtail our operations, delay our development programs, or seek strategic alternatives.

41. There is currently no market for the Company's equity securities.

The Company's Common Stock is not traded on any market exchange. The Company intends to apply for trading in the future. However, there is no assurance that its application for trading will be accepted or, if accepted, that a trading market will develop.

At the time of this Offering, there was no public market for our Common Stock, and we have not applied for the listing or quotation of our Common Stock on any public market. The Company or shareholders will offer and sell Common Stock at a fixed price until our Common Stock is listed on the OTCID, OTCQX, or OTCQB, or any other stock exchange, at which time they may be sold at prevailing market prices or in privately negotiated transactions. As of the date of this prospectus, the Company has not submitted an application for quotation on any OTC market.

42 . Specific provisions of our Certificate of Incorporation and bylaws allow the concentration of voting power in founding shareholders, which may, among other things, delay or frustrate the removal of incumbent directors or a takeover attempt, even if such events may be beneficial to our stockholders.

Provisions of our certificate of incorporation and bylaws may have the effect of delaying, discouraging, or preventing a change in control of the Company, including changes that our stockholders may consider beneficial. These provisions may also make it more difficult for stockholders to remove incumbent directors or to effect a merger, tender offer, proxy contest, or other corporate transaction that is not approved by our board of directors, even if such a transaction may be in the best interests of our stockholders.

In addition, certain of our stockholders beneficially own significant portions of our outstanding Common Stock. Yessenia Hernandez, through her control of Tolemac Holdings LLC and TAH-DAH Ventures LLC, beneficially owns approximately 24.98% of our outstanding Common Stock. Imran Firoz beneficially owns approximately 18.52% of our outstanding Common Stock. As a result of these ownership positions, each of these stockholders may be able to exercise significant influence over matters requiring stockholder approval, including the election of directors and the approval of significant corporate transactions.

However, no stockholder or group of stockholders controls the Company within the meaning of Rule 405 of the Securities Act. No stockholder holds a majority of the Company’s outstanding voting power, and there are no voting agreements, stockholder agreements, or other arrangements pursuant to which any stockholders act together. No stockholder has contractual rights to appoint directors, approve or veto corporate actions, or otherwise control the Company.

The concentration of ownership among certain stockholders, together with the anti-takeover provisions in our organizational documents, could have the effect of discouraging potential acquisition proposals, delaying or preventing a change in control, or reducing the likelihood that a third party will acquire control of the Company, even if such a transaction might otherwise be beneficial to our stockholders. As a result, the market price of our Common Stock could be adversely affected.

43. Future sales or issuances of our securities, or the perception that such sales or issuances may occur, could depress the market price of our common stock and be dilutive to existing stockholders.

After this offering, we will have a significant number of shares of common stock outstanding, a substantial portion of which will be held by existing stockholders and will be subject to contractual lock-up agreements for 90 days or other transfer restrictions for a period of time. When these restrictions lapse, or if lock-ups are waived, a substantial number of shares may become eligible for sale into the public market.

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Sales of a large number of shares, or the perception that such sales could occur, could depress the market price of our common stock and make it more difficult for you to sell your shares at a time and price you consider appropriate. Future equity or equity-linked issuances by us, including in connection with financings, acquisitions, employee equity grants, or strategic transactions, could also depress our stock price and be dilutive to existing stockholders.

In addition, we may issue debt or preferred equity securities with rights that are preferential to, and could cause a decrease in the value of our existing equity securities. The issuance of any such securities could increase our leverage, reduce the amount of cash available for working capital, capital expenditures, and other corporate purposes, and adversely affect the market price of our common stock.

44 . Our common stock may be illiquid, and you may not be able to resell your shares when or at the price you desire.

The public market for our common stock, if and when it develops, may be limited in size and trading volume. As a result, you may not be able to sell your shares quickly or at a price that you consider attractive. Market makers may not be willing or able to maintain quotations for our common stock, and additional market makers may not enter the market.

In addition, our common stock is expected to be classified as a "penny stock" under applicable SEC rules. A penny stock is generally defined as any equity security that has a market price of less than $5.00 per share and is not listed on a national securities exchange. Penny stocks are subject to a number of regulations, including Rule 15g-9 under the Exchange Act, which requires broker-dealers to provide risk disclosures and obtain a written agreement from investors prior to executing transactions.

These rules may limit the ability of broker-dealers to trade our common stock and could reduce the liquidity and market price of our shares. As a result, you may find it more difficult to sell your shares or to obtain accurate quotes for their value.

An investment in our common stock should be considered illiquid and long-term. You should be prepared to bear the economic risk of your investment for an indefinite period of time and to withstand a complete loss of your investment.

45 . We do not intend to pay dividends in the foreseeable future, and any return on your investment will depend on appreciation in the price of our common stock.

We have never declared or paid any cash dividends on our capital stock. We currently intend to retain all available funds and any future earnings, if any, to fund the development and growth of our business, and do not anticipate paying any cash dividends on our common stock in the foreseeable future.

As a result, any return on your investment in our common stock will depend on appreciation in the price of our common stock, which may not occur. Investors seeking cash dividends should not purchase our common stock.

46 . If we do not maintain effective internal control over financial reporting and disclosure controls and procedures, or if material weaknesses are identified, we may not be able to accurately report our financial results, which could adversely affect investor confidence and the market price of our common stock.

We are a newly formed development-stage company with limited resources and personnel devoted to finance and accounting. As we prepare to operate as a public company, we will need to design, implement, and maintain internal control over financial reporting and disclosure controls and procedures meeting the standards required by the Sarbanes-Oxley Act.

If we fail to maintain effective controls, or if material weaknesses are identified in the future, we may be unable to accurately or timely report our financial results, which could result in restatements, regulatory inquiries or sanctions, loss of investor confidence, and a decline in the market price of our common stock. Implementing and testing necessary controls will require significant management time and external resources.

47 . The Company is subject to the risk of non-compliance with State and Federal securities laws.

The Company has previously conducted private placements of its securities in reliance on exemptions from registration under the Securities Act of 1933, as amended, including Regulation D, and applicable exemptions under state securities laws. There can be no assurance that such offerings complied in all respects with applicable federal and state securities laws, including qualification requirements for exemption from registration.

The offering of securities pursuant to this registration statement is being conducted as a registered public offering under the Securities Act. However, if any of the Company’s prior or future offerings are found not to qualify for an exemption from registration, or otherwise fail to comply with applicable securities laws, the Company could be subject to claims for rescission, civil liabilities, fines, penalties, or other enforcement actions. Any such claims or proceedings could have a material adverse effect on the Company’s business, financial condition, results of operations, and prospects.

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48 . We have broad discretion in the use of the net proceeds from this offering and may not use them effectively.

Our management will have broad discretion in the application of the net proceeds from this offering. We currently intend to use the net proceeds for research and development, sales & marketing, working capital, and general corporate purposes, as described under “Use of Proceeds.”

Because our management has broad discretion, investors will be relying on the judgment of our management regarding the application of the proceeds. If we do not use the proceeds effectively, our business, financial condition, and results of operations could be adversely affected, and we may need to seek additional financing sooner than expected.

49. As a public company, we will be subject to additional regulatory and compliance requirements, and failure to comply with securities laws and stock exchange rules could adversely affect us.

Upon completion of this offering, we will be subject to the reporting, disclosure, and other obligations imposed by the Securities Exchange Act of 1934, as amended, the rules and regulations of the Securities and Exchange Commission, and, if our common stock is listed, the listing requirements and corporate governance rules of the applicable stock exchange or market.

Compliance with these requirements will increase our legal, accounting, and other compliance costs and will require significant management attention. If we fail to comply with applicable securities laws or listing rules, we could be subject to enforcement actions, fines, penalties, reputational damage, and, in extreme cases, delisting of our common stock. Any such outcomes could adversely affect the liquidity and value of our common stock and our ability to raise capital in the future.

50 . Distributions upon Dissolution or Liquidation.

An investment in the Company is highly speculative and involves a considerable degree of risk. In the event of a voluntary or involuntary dissolution or liquidation of the Company, the Company’s creditors would be entitled to receive payment in full before any distributions are made to holders of the Company’s Common Stock.

As of the date of this prospectus, the Company does not have any outstanding convertible promissory notes. However, the Company may incur indebtedness in the future, including convertible promissory notes or other debt instruments. If the Company were to issue such indebtedness, holders of those instruments would generally have priority over holders of Common Stock with respect to distributions upon liquidation or dissolution.

After payment in full of all liabilities and obligations, if any proceeds remain, holders of Common Stock would be entitled to receive distributions on a pro rata basis. As a result, holders of Common Stock may recover less than the amount they invested, or may receive no distribution at all.

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We estimate the net proceeds from this offering will be approximately $210,000, based on gross proceeds of $250,000 and estimated offering expenses of approximately $40,000. However, because this is a best effort offering with no minimum, we may sell fewer than all of the shares offered.

The following table sets forth the estimated use of net proceeds at various funding levels:

If we raise less than 100% of the offering amount, we will prioritize working capital and essential operating expenses and will scale back or delay development activities accordingly. If less than 50% of the offering is completed, the Company will be required to materially curtail product development, delay commercialization efforts, and may not be able to continue operations without additional financing. There can be no assurance that we will raise any funds in this offering.

Description of Intended Uses (assuming the net proceeds are $210,000)

Wavedrone Platform Development. We intend to use approximately $100,000 of the net proceeds to continue development of our Wavedrone maritime technology platform. This includes engineering, product development, and integration work with our development partners, including Guinn Partners, our primary engineering and product development contractor.

Research and Development. We intend to use approximately $40,000 to advance research and development activities related to our intellectual property portfolio, including our Airdrone Technology, Hydrogen Fuel Cell Technology, and related proprietary systems.

Sales and Marketing. We intend to use approximately $25,000 to support sales and marketing initiatives to build market awareness of our Wavedrone platform and develop customer relationships in the maritime technology sector.

General and Administrative. We intend to use approximately $20,000 for general and administrative expenses, including professional fees for legal, accounting, and compliance services associated with our operations and SEC reporting obligations.

Working Capital. We intend to use the remaining $25,000 for working capital and general corporate purposes.

Management Discretion

The amounts and timing of our actual expenditure will depend on numerous factors, including the status of our development efforts, sales and marketing activities, the amount of cash generated or used by our operations, and other factors. We may find it necessary or advisable to use portions of the proceeds for other purposes, and we will have broad discretion in the application of the net proceeds. Pending any such uses, we intend to invest the net proceeds in short-term, investment-grade, interest-bearing securities.

All development timelines and milestones are non-binding, subject to funding availability, and do not include penalties for non-completion. No assurance can be given that such milestones will be achieved on the anticipated schedule or at all.

The foregoing represents our current intentions based upon our present plans and business conditions. See "Risk Factors" for a discussion of certain risks that may affect our use of proceeds.

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SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of this offering, a substantial number of shares of our common stock will be eligible for future sale in the public market, subject to applicable lock-up agreements and restrictions under federal securities laws, including Rule 144 under the Securities Act.

For a more complete description of shares eligible for future sale, including applicable lock-up agreements, Rule 144 resale limitations, and the potential impact on the market price of our common stock.

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We have never declared any dividends on our Common Stock, and we do not anticipate paying any dividends on our Common Stock in the foreseeable future. We currently intend to retain all available funds and any future earnings to fund the development and growth of our business. Any future determination to declare dividends will be subject to the discretion of our board of directors and will depend on various factors, including applicable Delaware law, future earnings, capital requirements, results of operations, and any other relevant factors. In general, as a Delaware corporation, we may pay dividends out of surplus capital or, if there is no surplus capital, out of net profits for the fiscal year in which a dividend is declared and/or the preceding fiscal year.

We have no equity compensation or stock option plans.

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The following table sets forth our cash, cash equivalents, short-term investments, and capitalization as of March 31, 2026:

●on an actual basis; 

●On a pro forma basis to further reflect the issuance and sale of 125,000 shares of Common Stock offered in this offering at an assumed public offering price of $2.00 per share, resulting in estimated proceeds of $210,000 after deducting estimated offering expenses. 

You should read this information together with our audited consolidated financial statements appearing elsewhere in this prospectus and the information set forth under the sections titled “Selected Consolidated Financial Data,” “Use of Proceeds,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

⁽¹⁾ Based on the gross proceeds of $250,000 from the sale of 100% of the offering, less estimated offering expenses of approximately $40,000, resulting in net proceeds of approximately $210,000.

Each $1.00 increase (decrease) in the assumed public offering price of $2.00 per share would increase (decrease) the as adjusted amount of each of cash and cash equivalents, working capital, total assets and total stockholders' equity by approximately $125,000, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated offering expenses payable by us. Similarly, each increase (decrease) of 100,000 shares in the number of shares offered by us at the assumed public offering price of $2.00 per share would increase (decrease) the as adjusted amount of each of cash and cash equivalents, working capital, total assets, and total stockholders' equity by approximately $200,000.

Each $1.00 increase (decrease) in the assumed public offering price would increase (decrease) our as adjusted net tangible book value per share by approximately $0.002 and increase (decrease) the dilution per share to new investors by approximately $0.998, assuming no change in the number of shares offered.

The number of shares of Common Stock to be outstanding after this offering, or 65,181,977 shares of Common Stock, is based on:

●65,056,977 shares of Common Stock outstanding as of the date of this prospectus, and 

●125,000 shares of Common Stock issuable in this offering. 

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If you invest in the Common Stock, your interest will be diluted to the extent of the difference between the public offering price per share and our pro forma net tangible book value of the Common Stock after this offering. Dilution results from the fact that the public offering price per share of Common Stock is substantially in excess of the net tangible book value per share of Common Stock attributable to the existing shareholders for our presently outstanding Common Stock. The sale of the offering of 125,000 shares by the Company in this primary offering is fixed at $2.00 per share. This price is significantly higher than the prices per share paid by our founders and other existing shareholders who purchased the shares before the offering. The total shares of common stock issued and outstanding before and after the offering will be 65,056,977 and 65,181,977.

Our net tangible book value as of March 31, 2026, was $3,646,322, or approximately $0.056 per share. Net tangible book value per share represents the amount of total tangible assets (total assets less intangible assets), minus the amount of total liabilities, divided by the total number of shares of Common Stock outstanding. Our calculation of net tangible book value excludes $16,000,000 in acquired intangible assets as reported on our balance sheet as of March 31, 2026.

After giving effect to our issuance and sale of 125,000 shares of Common Stock offered in this offering at the assumed public offering price of $2.00 per share after deduction of estimated offering expenses of $40,000 payable by us, our pro forma net tangible book value as of March 31, 2026, would have been approximately $3,856,322, or $0.059 per share. This represents an immediate increase in net tangible book value of $0.003 per share to our existing stockholders and an immediate dilution in net tangible book value of $1.941 per share to purchasers of Common Stock in this offering.

The following table illustrates the dilution on a per share basis at the assumed public offering price per share:

The pro forma information, as discussed above, is illustrative only. Our net tangible book value following the completion of this offering is subject to adjustment based on the actual public offering price of our Common Stock in this offering.

The following table sets forth the differences between net tangible book value attributable to our existing stockholders and the purchasers of shares of common stock in this offering with respect to the number of shares of common stock purchased from us, the total consideration paid to us and the weighted average price paid per share, based on a public offering price of $2.00 per share, before deducting estimated offering expenses payable by us.

⁽¹⁾ Net tangible assets contributed represents, for existing stockholders, total stockholders' equity attributable to such stockholders less acquired intangible assets as of March 31, 2026, and for new investors, the gross cash proceeds to be contributed by such investors in this offering before deducting estimated offering expenses. See "Net Tangible Book Value" above.

The number of shares held by existing stockholders will be reduced to 99.81% of the total number of shares of common stock that will be outstanding upon completion of this offering, and the number of shares of common stock held by new investors participating in this offering will be 0.19% of the total number of shares of common stock that will be outstanding upon completion of the offering.

To the extent that we issue any additional convertible securities or we issue additional shares of common stock in the future, there will be further dilution to investors participating in this offering. The net tangible assets to be contributed by our new investors would be $250,000, or 6.42% of the aggregate net tangible assets attributable to our common stock outstanding upon the completion of this offering. The weighted average net tangible asset value per share attributable to our existing stockholders would be $0.056, and the average price per share to be paid by our new investors would be $2.00.

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A $1.00 increase or decrease in the public offering price of $2.00 per share would increase or decrease, as appropriate, the total consideration paid by new investors by $125,000, assuming the number of shares we are offering, as set forth on the cover page of this prospectus, remains the same, after deducting estimated offering expenses payable by us. We may also increase or decrease the number of shares we are offering. Similarly, each increase or decrease of 100,000 shares in the number of shares offered by us would increase or decrease, as appropriate, the total consideration paid by new investors by $200,000, assuming that the assumed initial price to the public remains the same, and after deducting estimated offering expenses payable by us.

We may choose to raise additional capital through the sale of equity or equity-linked securities due to market conditions or strategic considerations, even if we believe we have sufficient funds for our current or future operating plans. To the extent that any options are issued under our equity incentive plan or we issue additional shares of common stock or equity-linked securities in the future, there will be further dilution to investors purchasing in this offering.

The number of shares of Common Stock to be outstanding after this offering, or 65,181,977 shares of Common Stock, is based on:

●65,056,977 shares of Common Stock outstanding as of the date of this prospectus, and 

●125,000 shares of Common Stock issuable in this offering. 

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The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes appearing elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this prospectus, particularly under "Risk Factors."

Overview

Boumarang Inc. (the “Company,” “we,” “us,” or “our”) was incorporated on July 26, 2024, under the laws of the State of Delaware. We are headquartered in Irvine, California, with an additional location in Austin, Texas. We are a development-stage company focused on revolutionizing industrial operations with sustainable, long-range, intelligent drones powered by hydrogen fuel cells.

Our target sectors include natural resource monitoring, infrastructure analysis, agriculture, and forestry. Our drones are designed to leverage AI and machine learning to deliver real-time, actionable insights, optimizing decision-making and operational efficiency across industries. We operate on a B2B SaaS model with planned revenue streams from drone hardware leasing, an AI analytics subscription platform, and customized AI solutions.

Since inception, we have focused on research and development, technology acquisition, prototype development, and capital formation. We have not generated any revenue from contracts with customers during the periods presented.

Results of Operations

Comparison of Fiscal Year Ended December 31, 2025 and Period from Inception (July 26, 2024) through December 31, 2024

Operating Expenses. Operating expenses for the year ended December 31, 2025 were $2,121,154, consisting entirely of general and administrative expenses, compared to $873,166 for the period from inception (July 26, 2024) through December 31, 2024. The increase of $1,247,988 was primarily attributable to (i) a full twelve months of operations in 2025 versus an approximately five-month stub period in 2024 (158 days from inception); (ii) a full year of amortization of prepaid development costs associated with our T Stamp Inc. licensing agreement totaling $1,666,668 in 2025; and (iii) higher legal, accounting, and other professional fees incurred in connection with the preparation of our Form S-1 registration statement and related corporate governance activities.

Net Loss. Net loss for the year ended December 31, 2025 was $2,121,154, or $(0.03) per share (basic and diluted), based on 66,056,977 weighted average shares outstanding. This compares to a net loss of $873,166, or $(0.02) per share (basic and diluted), for the period from inception (July 26, 2024) through December 31, 2024, based on 56,131,013 weighted average shares outstanding. The increase in weighted average shares outstanding reflects a full twelve months of weighting for shares issued during the period from inception, partially offset by the cancellation of 1,000,000 shares in connection with the rescission of the Greenlink Pty Ltd. subscription receivable in December 2025, as further described under “Liquidity and Capital Resources” below.

Comparison of Three Months Ended March 31, 2026, and Three Months Ended March 31, 2025

Operating Expenses. Operating expenses for the three months ended March 31, 2026 were $514,358, consisting entirely of general and administrative expenses, which were primarily attributable to the amortization of prepaid development costs associated with our T Stamp Inc. licensing agreement, together with legal, accounting, and other professional fees incurred in connection with our Form S-1 registration statement and ongoing corporate governance. This compares to operating expenses of $523,109 for the three months ended March 31, 2025. The decrease of $8,751, or approximately 1.7%, principally reflects modestly lower professional fees in the current quarter, partially offset by an increase in accrued expenses and accounts payable to related parties.

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Net Loss. Net loss for the three months ended March 31, 2026 was $514,358, or $(0.01) per share (basic and diluted), based on 65,056,977 weighted average shares outstanding. This compares to a net loss of $523,109, or $(0.01) per share (basic and diluted), for the three months ended March 31, 2025, based on 66,056,977 weighted average shares outstanding. The decrease in weighted average shares outstanding reflects the cancellation of 1,000,000 shares in connection with the rescission of the Greenlink Pty Ltd. subscription receivable completed during the year ended December 31, 2025, as further described under “Liquidity and Capital Resources” below.

Liquidity and Capital Resources

Since inception, we have funded our operations primarily through equity financing. As of March 31, 2026, we had cash of $25,000 compared to $16,084 as of December 31, 2025 and $50,242 as of December 31, 2024. Our principal uses of cash have been to fund our operations and development activities.

The following table summarizes our liquidity position at the dates indicated:

Year-Over-Year Comparison (December 31, 2025 vs. December 31, 2024). Total assets increased from $20,482,679 at December 31, 2024 to $20,781,853 at December 31, 2025, an increase of $299,174. The increase was primarily attributable to the recognition of a $2,000,000 Investment in private equities representing the 1,000,000 common shares of Nuvora Energy received in the December 2025 share-for-share exchange transaction, partially offset by (i) a $1,666,668 decrease in total prepaid expenses (current and noncurrent combined, from $4,332,437 to $2,665,769) reflecting twelve months of amortization of the T Stamp Inc. licensing prepaid; and (ii) a $34,158 decrease in cash. Acquired intangible assets of $16,000,000 and capitalized drone development costs of $100,000 were unchanged. Total current liabilities increased from $200,845 at December 31, 2024 to $621,173 at December 31, 2025, an increase of $420,328, principally due to a $253,000 increase in accounts payable to related parties (from $200,000 to $453,000), a $122,328 increase in accrued expenses, related party (from $845 to $123,173), and the recognition of $45,000 of related-party loans (none at December 31, 2024). Working capital decreased from $1,516,065 at December 31, 2024 to $1,061,579 at December 31, 2025, a decrease of $454,486, primarily reflecting the increase in current liabilities described above. Total stockholders’ equity decreased modestly from $20,281,834 at December 31, 2024 to $20,160,680 at December 31, 2025, a decrease of $121,154, as the Company’s $2,121,154 net loss for fiscal 2025 was substantially offset by the elimination of the $2,000,000 subscription receivable in connection with the Greenlink rescission and Nuvora share exchange completed during the year.

Period-Over-Period Comparison (March 31, 2026 vs. December 31, 2025). Total assets decreased from $20,781,853 at December 31, 2025 to $20,374,102 at March 31, 2026, a decrease of $407,751. This decrease was primarily due to the amortization of prepaid expenses associated with our technology licensing agreement with T Stamp Inc., partially offset by an $8,916 increase in cash. Prepaid expenses (current and noncurrent combined) decreased from $2,665,769 at December 31, 2025 to $2,249,102 at March 31, 2026, reflecting $416,667 of amortization recognized during the three-month period. As of March 31, 2026, current prepaid expenses were $1,666,668 and noncurrent prepaid expenses were $582,434. The Company’s acquired intangible assets of $16,000,000 (representing our portfolio of drone, hydrogen fuel cell, AI, and Wavedrone intellectual property) and $100,000 of capitalized drone development costs were unchanged during the period. The Company’s $2,000,000 investment in private equities, consisting of common shares of Nuvora Energy received pursuant to a non-cash equity exchange completed during the year ended December 31, 2025, was also unchanged.

Total liabilities increased from $621,173 at December 31, 2025 to $727,780 at March 31, 2026, an increase of $106,607. This increase was primarily attributable to a $60,000 increase in accounts payable to related parties (from $453,000 to $513,000), a $30,597 increase in accrued expenses, related party (from $123,173 to $153,770), and a $16,010 increase in related-party loans (from $45,000 to $61,010). The Company has no interest-bearing third-party debt, no operating lease liabilities, and no other long-term obligations as of March 31, 2026.

Working capital decreased from $1,061,579 at December 31, 2025 to $963,888 at March 31, 2026, a decrease of $97,691. The decrease in working capital was primarily attributable to the $106,607 increase in current liabilities described above, partially offset by an $8,916 increase in cash and a modest reclassification of prepaid expenses between current and noncurrent.

Equity Activity — Rescission of Subscription Receivable and Nuvora Equity Exchange. There was no equity activity during the three months ended March 31, 2026. As previously disclosed, during the year ended December 31, 2025 the Company eliminated the $2,000,000 subscription receivable that had been recorded at December 31, 2024 in two related transactions: (i) the rescission and cancellation of 1,000,000 shares of common stock previously issued to Greenlink Pty Ltd., satisfying $1,000,000 of the subscription receivable; and (ii) a non-cash equity exchange in which the Company received 1,000,000 common shares of Nuvora Energy at a contractual exchange value of $2.00 per share (aggregating $2,000,000), with $1,000,000 of such consideration applied to satisfy the remaining subscription receivable balance and $1,000,000 recorded as additional paid-in capital. The Nuvora shares were valued by reference to an independent valuation report obtained by the Company. Following these transactions, the Company had 65,056,977 shares of common stock issued and outstanding (as compared to 66,056,977 shares as of December 31, 2024), and a $2,000,000 “Investment in private equities” representing the Nuvora Energy shares is reflected on the consolidated balance sheet at both December 31, 2025 and March 31, 2026. No subscription receivable balance remains outstanding.

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Cash Flows

Year Ended December 31, 2025 Compared to Period from Inception (July 26, 2024) through December 31, 2024.

Operating Activities. Net cash used in operating activities was $79,158 for the year ended December 31, 2025, compared to net cash used in operating activities of $258 for the period from inception (July 26, 2024) through December 31, 2024. The Company’s net loss of $2,121,154 for fiscal 2025 was substantially offset by a $1,666,668 non-cash adjustment for the amortization of prepaid expenses, a $253,000 increase in accounts payable (including $103,000 to related parties), and a $122,328 increase in accrued expenses, related party. For the period from inception through December 31, 2024, the net loss of $873,166 was offset by $5,004,500 of non-cash common stock issued for services, partially offset by a $4,332,437 increase in prepaid expenses (reflecting the initial recognition of the T Stamp Inc. licensing prepaid), a $100,000 increase in accounts payable to related parties, and an $845 increase in accrued expenses, related party.

Investing Activities. There were no investing activities during the year ended December 31, 2025. Net cash used in investing activities for the period from inception through December 31, 2024 was $100,000, consisting of capitalized drone development costs.

Financing Activities. Net cash provided by financing activities was $45,000 for the year ended December 31, 2025, consisting entirely of advances from a related party. Net cash provided by financing activities for the period from inception through December 31, 2024 was $150,500, consisting of $500 of opening capital contributions and $150,000 of cash proceeds from the issuance of common stock.

Non-Cash Investing and Financing Activities. During the year ended December 31, 2025, the Company recognized the following material non-cash investing and financing activities: (i) the acquisition of $2,000,000 of investment in Nuvora Energy through a share-for-share exchange; (ii) the settlement of $1,000,000 of subscription receivable in connection with the Nuvora share swap; and (iii) the cancellation of 1,000,000 shares of common stock and release of the remaining $1,000,000 subscription receivable. During the period from inception through December 31, 2024, the Company recognized $16,000,000 of common stock issued for the acquisition of intangible assets and $2,000,000 of subscription receivable recorded in connection with stock issuances during that period.

Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025.

Operating Activities. Net cash used in operating activities was $7,094 for the three months ended March 31, 2026, compared to net cash used in operating activities of $15,905 for the three months ended March 31, 2025. The improvement of $8,811 was primarily attributable to changes in working capital. The Company’s net loss of $514,358 for the three months ended March 31, 2026 was substantially offset by a non-cash adjustment of $416,667 for the amortization of prepaid expenses, together with a $60,000 increase in accounts payable to related parties and a $30,597 increase in accrued expenses, related party. For the three months ended March 31, 2025, the net loss of $523,109 was offset by $416,667 of prepaid expense amortization, a $60,000 increase in accounts payable to related parties, and a $30,537 increase in accrued expenses, related party.

Investing Activities. There were no investing activities during either of the three months ended March 31, 2026 or March 31, 2025.

Financing Activities. Net cash provided by financing activities was $16,010 for the three months ended March 31, 2026, consisting entirely of advances from a related party. There were no financing activities during the three months ended March 31, 2025.

Going Concern

Our consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the ordinary course of business. As of March 31, 2026, we had an accumulated deficit of $3,508,678 and have incurred net losses since inception. We had working capital of $963,888 and cash on hand of $25,000 as of March 31, 2026.

Our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and to obtain the necessary financing to meet our obligations and pay our liabilities arising from normal business operations when they come due. Management has developed plans to mitigate conditions raising substantial doubt, including:

●Equity financing: Management intends to raise additional equity capital through a private placement, public offering, or other equity financing transactions. As of the date of this prospectus, the Company has no signed subscription agreement, term sheet, indication of interest, or other binding or non-binding equity financing commitment in place, and is not currently a party to any active negotiations with respect to any such financing. There can be no assurance that any such financing will be obtained on acceptable terms, or at all. 

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●Debt financing or convertible instruments: Management is exploring debt or convertible note facilities to provide interim funding. 

●Cost management: We are prioritizing critical development activities and deferring non-critical expenditures. All development timelines and milestones are non-binding, subject to funding availability, and do not include penalties for non-completion. No assurance can be given that such milestones will be achieved on the anticipated schedule or at all. 

●Commercial milestones: Management plans to complete prototype testing and demonstrations for key drone systems and secure strategic partnerships to support future financing. 

There can be no assurance that we will be successful in obtaining additional funding or achieving profitability. Management has not assumed the consummation of any follow-on financing in concluding that substantial doubt exists regarding the Company’s ability to continue as a going concern. Further, the consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary if we cannot continue as a going concern.

Critical Accounting Policies and Estimates

Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates.

Intangible Assets. We have acquired significant intangible assets consisting of intellectual property related to our drone technology, including Airdrone Technology, Hydrogen Fuel Cell Technology, Wavedrone Platform, and SUPA IP, with a total carrying value of $16,000,000 as of March 31, 2026. These assets are classified as indefinite-lived intangible assets and are not amortized, but are tested for impairment at least annually or more frequently if events or changes in circumstances indicate that the asset might be impaired.

Prepaid Expenses. Prepaid expenses include $5,000,000 of consideration paid under our technology licensing agreement with T Stamp Inc. for AI and computer vision technology used in our Airdrone platform. The T Stamp licensing consideration was paid entirely through the issuance of 5,000,000 shares of common stock and is recorded as a prepaid expense because we did not acquire ownership of the underlying intellectual property. This prepaid is being amortized on a straight-line basis over the service period of the license. As of March 31, 2026, we had current prepaid expenses of $1,666,668 and noncurrent prepaid expenses of $582,434.

Investment in Private Equities. Our investment in private equities consists of 1,000,000 common shares of Nuvora Energy received during the year ended December 31, 2025 in a non-cash equity exchange transaction valued at $2.00 per share, supported by an independent valuation report. Because Nuvora Energy is a private company whose shares do not have a readily determinable fair value, we have elected the measurement alternative under ASC 321-10-35-2 and carry the investment at cost ($2,000,000), less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer. As of March 31, 2026, no impairment indicators have been identified and no observable price changes have occurred that would require an adjustment to the carrying value.

Stock-Based Compensation. We measure and recognize compensation expense for equity instruments issued in exchange for services based on the fair value of the equity instruments at the grant date. For stock issued to non-employees, we measure the fair value of the equity instruments at the earlier of the commitment date or the date at which the counterparty’s performance is complete.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to investors.

Recently Issued Accounting Pronouncements

We have reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements will have a material impact on our financial condition or results of operations.

JOBS Act

We qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As an emerging growth company, we may take advantage of certain exemptions from various public company reporting requirements, including the requirement that our internal control over financial reporting be audited by our independent registered public accounting firm pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, certain requirements related to the disclosure of executive compensation in our periodic reports and proxy statements, and the requirement that we hold a non-binding advisory vote on executive compensation and any golden parachute payments. We may take advantage of these exemptions until we are no longer an emerging growth company.

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This Business section contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements include statements regarding our business strategy, technology development plans, market opportunities, competitive position, and future operations. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. See "Risk Factors" for a discussion of factors that could cause our actual results to differ materially from those described in forward-looking statements.

Overview

Boumarang Inc. ("Boumarang," "we," "us," "our," or the "Company") is a development-stage maritime technology company focused on designing, developing, and commercializing hydrogen-powered drone platforms integrated with advanced artificial intelligence analytics capabilities. We were incorporated in the State of Wyoming on July 26, 2024. Our principal executive offices are located in Irvine, California.

Our flagship product under development is the Wavedrone platform, an autonomous maritime drone system designed to address critical needs in environmental monitoring, maritime security, infrastructure inspection, and ocean research applications. The Wavedrone platform combines proprietary hydrogen fuel cell technology for extended operational range with AI-powered analytics for real-time data processing and autonomous decision-making capabilities.

We are a pre-revenue company with no commercial operations to date. Since our inception, we have focused on acquiring intellectual property assets, establishing development partnerships, and advancing our technology platform through our collaboration with Guinn Partners, our primary development contractor. We have acquired intellectual property assets with an aggregate carrying value of $16,000,000 as of March 31, 2026, including hydrogen fuel cell technology, AI software platforms, and the foundational Wavedrone system architecture.

Our products require various components and raw materials, including carbon fiber composite materials for airframes, electronic components (processors, sensors, communications modules), battery systems, hydrogen fuel cell components (including proton exchange membranes and catalyst materials), and specialized sensors and cameras. We do not currently manufacture components in-house; instead, we rely on Guinn Partners and Eastern Electrolyser as our primary development partner to source components and assemble prototype units.

We expect to rely on a network of suppliers for key components. Many of these components are available from multiple suppliers; however, certain specialized components, including hydrogen fuel cell stacks and certain NDAA-compliant electronic components, may have limited qualified suppliers. We have not yet entered into long-term supply agreements. As we approach commercialization, we intend to establish relationships with qualified suppliers and negotiate appropriate supply arrangements. See "Risk Factors—We rely on a complex supply chain and third-party logistics providers, and disruptions in our supply, manufacturing, or logistics capabilities could materially harm our business."

Industry Analysis

Commercial Drone Market

The commercial drone industry represents one of the fastest-growing technology sectors globally. According to Grand View Research, the global commercial drone market was valued at approximately $30 billion in 2024 and is projected to reach approximately $55 billion by 2030, representing a compound annual growth rate (CAGR) of 10.6% during the forecast period. North America accounts for approximately 31% of the global market share, with significant adoption across sectors including agriculture, logistics, construction, energy, and infrastructure inspection.

The market is characterized by rapid technological advancement, increasing enterprise adoption, and expanding regulatory frameworks that are enabling broader commercial deployment. Key growth drivers include the increasing demand for cost-effective inspection and monitoring solutions, advances in battery and propulsion technology, integration of artificial intelligence for autonomous operations, and growing applications in logistics and delivery services.

Hydrogen Fuel Cell Drone Market

The hydrogen fuel cell drone market represents an emerging high-growth segment within the broader drone industry. According to Grand View Research, the global hydrogen fuel cell drone segment generated revenue of approximately $1.7 billion in 2024 and is projected to reach approximately $4.4 billion by 2030, representing a CAGR of 16.7%. This growth is driven by demand for extended flight duration, reduced environmental impact, and improved operational efficiency compared to traditional battery-powered drones.

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Hydrogen fuel cell technology offers significant advantages for commercial drone applications, including flight times of three to five hours compared to 30 to 60 minutes for conventional lithium-ion battery systems. Additionally, hydrogen fuel cells produce only water vapor as a byproduct, aligning with growing sustainability requirements across commercial and government sectors. Industry analysts project that approximately 59% of new UAVs in industrial monitoring applications will be fuel-cell powered by 2027.

Maritime Drone Market

The maritime drone market, encompassing both aerial and underwater unmanned systems for marine applications, is experiencing substantial growth. According to Market.us, the global maritime drones market was valued at approximately $5.1 billion in 2024 and is projected to reach approximately $22.9 billion by 2034, representing a CAGR of 16.2%. The United States maritime drone market alone was valued at approximately $1.96 billion in 2024

Growth in this sector is driven by heightened maritime security concerns, the need for efficient offshore infrastructure inspection, and the pursuit of cost-effective methods for oceanographic research. North America holds a dominant position in the maritime drone market, capturing over 42% of global market share in 2024, driven by substantial defense investments and mature ecosystems for marine technology development.

Drone Inspection and Monitoring Market

The drone inspection and monitoring market represents a critical application segment for our Wavedrone platform. According to Market Research Future, the global drone inspection and monitoring market was valued at approximately $15.8 billion in 2024 and is projected to reach approximately $64 billion by 2034, representing a CAGR of 15.1%. The market growth is primarily driven by increasing demand for cost-effective and efficient solutions for inspecting critical infrastructure across energy, utilities, construction, and transportation sectors.

The energy and utilities segment held the largest market share in 2024, accounting for approximately 34% of the global inspection drone market, driven by aging power grid infrastructure, increasing renewable energy installations, and stringent maintenance requirements. Drones equipped with thermal imaging, LiDAR, and advanced sensor packages enable detailed structural analysis while reducing human safety risks associated with traditional inspection methods.

AI in Drone Market

Artificial intelligence integration represents a transformative force in the drone industry. According to Grand View Research, the global AI in drone market was valued at approximately $12.3 billion in 2024 and is projected to reach approximately $51.3 billion by 2033, representing a CAGR of 17.9%. AI-enabled drones enhance operational capabilities through real-time navigation, obstacle detection, autonomous decision-making, and advanced data analytics.

The fully autonomous UAV segment is projected to grow at the highest CAGR during 2025-2030, driven by advances in sensor fusion, edge AI decision-making, and adaptive mission planning using machine learning. According to MarketAndMarkets, the global UAV market is projected to grow from $26.1 billion in 2025 to $40.6 billion by 2030, with AI integration serving as a core enabler of autonomy, safety, and mission effectiveness.

Industry Market Data Summary

Sources: Grand View Research, Market.us, Market Research Future, Fortune Business Insights (2024-2025 industry reports).

Market Opportunity

We believe our Wavedrone platform is positioned to address several large and growing market opportunities at the intersection of hydrogen propulsion technology, artificial intelligence, and maritime applications. Our target markets include:

•Environmental Monitoring and Research: Oceanographic data collection, water quality monitoring, marine ecosystem assessment, and climate research applications for government agencies, research institutions, and environmental organizations. 

•Maritime Security and Surveillance: Coastal patrol, border security, port surveillance, search and rescue operations, and anti-smuggling activities for defense departments and coast guard organizations. 

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•Infrastructure Inspection: Offshore oil and gas platform inspection, underwater pipeline monitoring, wind farm maintenance, and port infrastructure assessment for energy companies and utility operators. 

•Commercial Fishing and Aquaculture: Fish stock monitoring, aquaculture facility management, illegal fishing detection, and marine resource assessment for commercial fishing enterprises and regulatory agencies. 

Business Strategy

Our business strategy is designed to leverage our proprietary technology platform and strategic partnerships to establish a leadership position in the hydrogen-powered maritime drone market. Key elements of our strategy include:

Technology Development and Platform Completion

Our near-term priority is completing development of the Wavedrone platform through our collaboration with Guinn Partners, our primary development contractor. Our future development program consists of six phases, progressing from conceptual design through prototype development, testing, regulatory certification, and initial production. We intend to structure our development agreement to preserve capital while maintaining intellectual property ownership and control over the development process.

·Phase 1 (Completed): Conceptual design, technology assessment, and requirements definition 

·Phase 2: Detailed engineering design and component specification 

·Phase 3: Prototype fabrication and subsystem integration 

·Phase 4: Testing, validation, and performance optimization 

·Phase 5: Regulatory certification and compliance validation 

·Phase 6: Initial production setup and manufacturing scale-up 

Intellectual Property Protection and Enhancement

We are committed to building and protecting a comprehensive intellectual property portfolio covering our core technologies. Our IP strategy encompasses patent protection for novel hardware and software innovations, trade secret protection for proprietary manufacturing processes and algorithms, and licensing arrangements that provide access to complementary technologies while preserving our ability to commercialize our platform independently.

Strategic Partnerships and Market Access

We intend to establish strategic partnerships with established players in our target markets to accelerate commercialization and market access. Subject to the availability of the funds, potential partnership structures include joint development agreements with defense contractors and maritime equipment manufacturers, distribution partnerships with companies having established relationships with government agencies and commercial customers, technology licensing arrangements that generate recurring revenue while expanding market reach, and service partnerships with companies providing complementary capabilities in data analytics, maintenance, and training. At present, we do not have any active development agreement with our partners.

Government and Defense Market Penetration

Government and defense applications represent a significant opportunity for our platform. We intend to pursue government contracts and grants through direct engagement with relevant agencies, including the U.S. Coast Guard, U.S. Navy, National Oceanic and Atmospheric Administration (NOAA), Environmental Protection Agency (EPA), and state-level environmental and public safety agencies. We believe our hydrogen-powered platform offers compelling advantages for government applications requiring extended operational range, reduced environmental impact, and reduced operational costs.

Commercial Market Development

In parallel with government market development, we plan to establish commercial market presence through targeted engagement with companies in our priority sectors. Our commercial go-to-market strategy will emphasize the operational cost advantages of our hydrogen-powered platform, the value of AI-enabled autonomous capabilities in reducing labor requirements and improving data quality, and the environmental benefits that align with corporate sustainability initiatives. We anticipate offering both equipment sales and drone-as-a-service (DaaS) business models to address varying customer preferences and capital availability.

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Scalable Manufacturing Strategy

Our manufacturing strategy is designed to minimize capital requirements while maintaining quality and scalability. Initially, we intend to outsource manufacturing to qualified contract manufacturers while retaining control over final assembly, testing, and quality assurance. As production volumes increase, we may consider establishing owned manufacturing capabilities for critical components and final assembly. This approach allows us to preserve capital for technology development and market establishment while maintaining flexibility to scale production in response to market demand.

Competitive Strengths

We believe we possess several competitive strengths that position us favorably in our target markets:

·Integrated Technology Platform: Our Wavedrone platform integrates hydrogen propulsion, AI analytics, and maritime-optimized design into a unified system, creating differentiation versus competitors focused on single technology elements. 

·Extended Operational Range: Hydrogen fuel cell technology provides significantly longer flight times compared to battery-powered alternatives, enabling missions not feasible with conventional drone platforms. 

·AI-Enabled Autonomous Operations: Our AI platform enables real-time data analysis, autonomous navigation, and intelligent decision-making, reducing operator requirements and enhancing mission effectiveness. 

·Environmental Sustainability: Zero-emission hydrogen propulsion aligns with government sustainability mandates and corporate environmental commitments, providing competitive advantage in environmentally-sensitive applications. 

·Established Development Partnership: Our relationship with Guinn Partners provides access to experienced engineering capabilities and established development processes while preserving capital and maintaining IP ownership. 

·Comprehensive IP Portfolio: Our acquired intellectual property assets, with an aggregate carrying value of $16,000,000, provide foundational technology across multiple critical platform elements. 

Products and Technology

Wavedrone Platform

The Wavedrone platform is our flagship product under development, designed to address demanding maritime applications requiring extended operational range, autonomous operation, and real-time data analytics. The platform combines several proprietary technology elements:

·Hydrogen Fuel Cell Propulsion System: Our Eastern Electrolyser hydrogen fuel cell technology provides extended operational range of three to five hours compared to 30 to 60 minutes for conventional battery systems, with rapid refueling capability and zero-emission operation. 

·Maritime-Optimized Airframe: Our Wavedrone airframe design, originally conceived by Dánial Hoydal and David Geyti under Shore House IVF, is specifically engineered for maritime operating environments, incorporating corrosion-resistant materials, enhanced weather capability, and optimized aerodynamics for coastal and offshore operations. 

·AI Analytics Platform: Our Airdrone Technology software platform, licensed from T Stamp Inc., provides real-time data processing, object detection and classification, autonomous navigation, and predictive analytics capabilities integrated with the drone control system. 

·Sensor Integration: The platform is designed to accommodate various sensor payloads including high-resolution imaging, thermal imaging, multispectral sensors, LiDAR, and specialized maritime monitoring equipment. 

Technology Roadmap

Following completion of our initial Wavedrone platform, we intend to pursue continuous technology enhancement, including increased hydrogen storage capacity and fuel cell efficiency, enhanced AI capabilities incorporating advanced machine learning and edge computing, expanded sensor integration and data fusion capabilities, development of swarming and multi-unit coordination capabilities, and adaptation for additional maritime and terrestrial applications.

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Development Partner and Manufacturing

Guinn Partners serves as our primary development contractor for the Wavedrone platform. Under our proposed development agreement, subject to the availability of funding, Guinn Partners shall provide engineering design services, prototype fabrication, testing and validation, and regulatory certification support. The agreement specifies a six-phase development program with defined milestones, deliverables, and payment schedules.

As of March 31, 2026, we have prepaid development costs totaling $3,082,436 (current and noncurrent combined) under this agreement. These costs are being amortized as depreciation expense over the development period. We retain ownership of all intellectual property developed under this agreement.

Our manufacturing strategy initially contemplates outsourced production to qualified contract manufacturers, with Boumarang retaining responsibility for final integration, testing, quality assurance, and customer delivery. This approach minimizes capital requirements while maintaining quality control and flexibility to scale production in response to demand.

Hydrogen Fuel Cell Technology Development

On September 30, 2024, we entered into a hydrogen fuel cell technology purchase and co-development arrangement with Eastern Electrolyser Ltd. (“Eastern”) pursuant to which we acquired certain hydrogen fuel cell system technology for use in our drone platforms. In connection with that arrangement, the parties initially contemplated completing prototype 4 kW and 8 kW proton exchange membrane (“PEM”) hydrogen fuel cell power packs by December 31, 2024.

On January 15, 2026, we entered into an Amended and Restated Hydrogen Fuel Cell Technology Co-Development and Purchase Agreement with Eastern, which waived any default related to the original milestone date and established revised development milestones for the continued co-development of the fuel cell products.

Under the amended agreement, the parties agreed to a phased development program with target completion dates extending through June 30, 2027. These revised milestones include completion of detailed engineering designs by June 30, 2026, fabrication of functional prototype units by September 30, 2026, completion of bench testing and performance validation by December 31, 2026, integration testing with our aerial and maritime platforms by March 31, 2027, and delivery of production-ready units and manufacturing documentation by June 30, 2027.

Eastern is primarily responsible for engineering design, fabrication, and testing of the fuel cell products, while we are responsible for providing platform specifications, integration requirements, and testing support. Each party has agreed to use commercially reasonable efforts to achieve the revised milestones; however, the agreement does not impose liquidated damages or automatic termination solely for failure to meet a milestone if such efforts are used and the parties continue to work in good faith toward completion.

As of the date of this prospectus, the revised development program is ongoing, and no production-ready fuel cell units have yet been delivered. There can be no assurance that the revised milestones will be achieved on the anticipated timeline, or at all.

Material Development Agreements

Eastern Electrolyser Ltd.

We have entered into an Amended and Restated Hydrogen Fuel Cell Technology Co-Development and Purchase Agreement with Eastern Electrolyser Ltd. (“Eastern”), pursuant to which we acquired ownership of certain hydrogen fuel cell technology and agreed to collaborate with Eastern on the continued development and refinement of hydrogen fuel cell power systems for use in our aerial and maritime drone platforms.

The agreement provides for a structured co-development program covering design finalization, prototype fabrication, testing, validation, platform integration, and production readiness of 4 kW and 8 kW proton exchange membrane hydrogen fuel cell power packs. The agreement includes revised development milestones extending through June 2027.

The co-development provisions are subject to termination by either party upon 90 days’ prior written notice in the event of a material uncured breach or by mutual written agreement, while our ownership of the acquired technology survives any such termination. The agreement remains in effect until all obligations of the parties have been fully performed.

Guinn Partners

We have engaged in preliminary discussions with Guinn Partners regarding a potential future development collaboration. No definitive development agreement has been executed, and any such agreement would be subject to, among other things, the availability of funding and the negotiation of final terms. Accordingly, there can be no assurance that a development agreement with Guinn Partners will be entered into on acceptable terms or at all.

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Competition

The commercial drone market is highly competitive and rapidly evolving. We compete and expect to compete with established drone manufacturers, technology companies entering the drone market, and emerging companies developing specialized drone platforms. Key competitive factors include technology performance and reliability, operational range and endurance, autonomous capabilities and ease of use, total cost of ownership, regulatory compliance and certifications, and customer support and service infrastructure.

Major established competitors in the commercial drone market include DJI (the global market leader), Parrot Drones SAS, Skydio, AeroVironment, General Atomics, and Northrop Grumman. In the specialized maritime and hydrogen drone segments, we compete with companies including Doosan Mobility Innovation, H3 Dynamics, ECA Group, Saab Seaeye, and Oceaneering International.

Many of our competitors have significantly greater financial, technical, manufacturing, marketing, and other resources than we do. They may be able to respond more quickly to new or emerging technologies and changes in customer requirements and may be able to devote greater resources to the development, promotion, and sale of their products. We believe our integrated approach combining hydrogen propulsion, AI analytics, and maritime-optimized design provides meaningful differentiation, but there can be no assurance that we will be able to compete successfully.

Intellectual Property

Our intellectual property portfolio consists of acquired technology assets and any intellectual property developed through our internal efforts and development partnerships. Our acquired intellectual property assets, with an aggregate carrying value of $16,000,000 as of March 31, 2026, include:

Owned Intellectual Property:

·Guinn Partners IP (Intellectual Property Rights Purchase And Transfer Agreement, August 2024): Development methodology, engineering designs, and technical specifications for drone platform development. This IP was acquired in exchange for 5,000,000 shares of common stock and is ours in perpetuity. We own outright the intellectual property acquired from Guinn Partners, including the Airdrone technology, MoonTower analytics system, and B-HUD technology. 

·Eastern Electrolyser Hydrogen Fuel Cell Technology (Hydrogen Fuel Cell Technology Purchase and Assignment Agreement, September 30, 2024): Proprietary hydrogen fuel cell system designs and related technology for drone propulsion applications, valued at $2,500,000. We have the right to technology developed jointly under our Amended and Restated Hydrogen Fuel Cell Technology Co-Development and Purchase Agreement (January 2026). The arrangement provides for joint ownership of jointly developed IP, with exclusive commercialization rights for our intended applications. 

·Shore House IVF Wavedrone Technology (Asset Purchase and IP Agreement, December 31, 2024): Maritime drone platform architecture and designs originally conceived by Dánial Hoydal and David Geyti, valued at $3,500,000. We own the Wavedrone maritime drone platform technology, including U.S. Provisional Patent Application No. 63/727,652. This provisional patent application must be converted to a non-provisional application within 12 months of filing (by December 3, 2025) to preserve priority rights. If converted, the resulting utility patent would have a term of 20 years from the filing date of the non-provisional application. 

·The Asset Purchase and IP Agreement with Shore House IVF, dated December 31, 2024, contains a clawback provision in Section 1.2. Under this provision, if the Company does not successfully list its common stock on a national securities exchange (Nasdaq or NYSE) within twelve months of the closing date (i.e., by December 31, 2025), Shore House IVF may elect to reverse the transaction and require the return of the Wavedrone intellectual property in exchange for cancellation of the 3,500,000 shares issued. As of the date of this prospectus, the Company has not been listed on a national securities exchange and does not currently meet the listing requirements for Nasdaq or NYSE. The twelve-month period expires on December 31, 2025. If Shore House IVF exercises its clawback right, we would lose our core Wavedrone technology and would need to develop or acquire alternative maritime platform technology. See "Risk Factors." 

·SUPA Consolidated Inc. (formerly Tribal Rides International Corp.) IP (Asset Purchase Agreement, December 31, 2024): Supplementary technology and intellectual property assets, valued at $5,000,000 (acquired for 2,906,977 shares). We own U.S. Patent No. 9,984,574 (issued May 29, 2018, expires June 2038) and U.S. Patent No. 11,217,101 (issued January 4, 2022, expires approximately January 2042). 

Licensed Intellectual Property:

·Airdrone Technology (T Stamp Inc. licensing agreement, licensed August 2024): AI and machine learning software for autonomous drone operations and data analytics, valued at $5,000,000. We hold a non-exclusive license for AI and computer vision technology. The license has an initial term of five years (through August 2029), with automatic annual renewals thereafter unless terminated. 

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We protect our intellectual property through a combination of patents, trade secrets, copyrights, trademarks, and contractual provisions. We will require future employees, current consultants, and development partners to execute confidentiality and intellectual property assignment agreements. Our agreement with Guinn Partners provides that we retain ownership of all intellectual property developed in the course of the engagement.

Government Approvals Required for Our Products

Airdrone (Aerial Systems): Commercial operation of our UAV platforms will require FAA certification and operational authorizations. Specifically, we will need: (i) aircraft registration with the FAA; (ii) FAA Part 107 certification for pilots; and (iii) for beyond visual line-of-sight (BVLOS) operations, we will need to obtain a Part 107 waiver or operate under an FAA-approved BVLOS framework. As of the date of this prospectus, we have not applied for or received any FAA certifications or waivers for our aerial platforms.

Wavedrone (Maritime Systems): Our Wavedrone platform will require compliance with U.S. Coast Guard regulations for unmanned maritime vessels. We may also need authorizations from NOAA and state agencies for certain environmental monitoring applications. International operations would require compliance with flag state requirements and relevant maritime safety conventions. As of the date of this prospectus, we have not applied for or received any Coast Guard certifications for the Wavedrone platform.

Hydrogen Fuel Cell Systems: Transportation, storage, and handling of hydrogen fuel will require compliance with Department of Transportation (DOT) hazardous materials regulations and applicable state and local fire codes. We have not yet determined the specific permits required for our intended operations.

Employees

As of March 31, 2026, we have no full-time employees. Our operations are currently managed by our executive officers and directors, with development activities conducted through our partnership with Guinn Partners and other contractors. As we progress through our development program and approach commercialization, we expect to hire additional personnel in areas including engineering, operations, sales and marketing, and administration. None of our personnel is represented by a labor union or covered by a collective bargaining agreement.

As of the date of this prospectus, the Company does not have any full-time or part-time employees. All of the Company’s personnel, including management, technical, and administrative functions, are provided by independent contractors and consultants pursuant to consulting or services arrangements. The Company has not entered into any employment agreements with any individuals.

The Company believes its reliance on independent contractors provides flexibility during its development stage; however, this structure may change as the Company expands its operations.

Facilities

Our principal executive offices are located in Irvine, California. The Company maintains a virtual office arrangement in Irvine, California, pursuant to which it has a business address and access, on an as-needed basis, to meeting rooms, conference facilities, and related office services. The Company does not lease or own dedicated office space under this arrangement.

The Company does not currently maintain any owned or leased physical facilities for manufacturing or operational activities. Product development activities shall be conducted at facilities operated by Guinn Partners under the Company’s proposed development agreement, should we obtain necessary funding.

As the Company progresses toward commercialization, it expects to evaluate its future facility requirements and may establish owned or leased facilities for manufacturing, assembly, testing, research and development, or administrative operations.

Future development activities are conducted at Guinn Partners' facilities under our development agreement. As we approach commercialization, we will evaluate facility requirements and may establish owned or leased facilities for final assembly, testing, and administrative operations.

Legal Proceedings

We are not currently a party to any material pending legal proceedings. From time to time, we may become involved in litigation arising in the ordinary course of our business. Regardless of the outcome, litigation could have an adverse impact on us due to defense and settlement costs, diversion of management resources, and other factors.

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Executive Officers and Directors

Set forth below is information concerning our directors, executive officers, and Advisory Board members as of the date of this prospectus, including a description of each individual's other present and recent business affiliations and any related-party transactions, arrangements, or understandings between the individual and the Company that may present a potential or actual conflict of interest.

All directors hold office until the next annual meeting of stockholders or until their successors have been duly elected and qualified. Executive officers serve at the discretion of the Board of Directors. The Company's Advisory Board is non-binding, has no voting rights, no fiduciary duties, and no authority to direct or control the Company's management, operations, or strategic decisions. See "— Advisory Board" below.

Craig Nehrkorn — Chief Executive Officer and Director

Background

Mr. Nehrkorn has served as Chief Executive Officer and as a member of our Board of Directors since January 2025. Since 2010 and continuing through the present, Mr. Nehrkorn has served as the Managing Partner of Guinn Partners LLC ("Guinn Partners"), a Texas-based product-development firm specializing in drone, robotics, and Internet-of-Things ("IoT") technologies for government, enterprise, and consumer markets. Mr. Nehrkorn holds an aggregate 51% membership interest in Guinn Partners, with the remaining membership interests held in the aggregate by other members of Guinn Partners, none of whom is a director, executive officer, or controlling stockholder of the Company. During the past five years, in his capacity as Managing Partner, he has led and overseen the development of advanced unmanned systems and related technologies for customers including Amazon, World View Space Systems, DJI, 3D Robotics, and Autel Robotics.

Within the past five years, Mr. Nehrkorn has also provided engineering and product-development leadership to technology clients across the aerospace and robotics sectors. Earlier in his career, he worked in Yaskawa Motoman's International Research and Development group and spent several years at Microsoft supporting its North American network of value-added resellers. He was also an early team member of two venture-backed technology startups, eVapt and Agile Planet, both spun out of the Austin Technology Incubator.

Our Board believes Mr. Nehrkorn is qualified to serve as a director based on his deep technical expertise in unmanned systems, robotics, and product commercialization, and his experience leading technology development programs, managing cross-functional engineering teams, and bringing advanced hardware platforms to market.

Other Affiliations and Related-Party Arrangements with the Company

Mr. Nehrkorn's continuing role at Guinn Partners — as its Managing Partner and the holder of a 51% membership interest — gives rise to potential or actual conflicts of interest because Guinn Partners is a related party of the Company under ASC 850 and Item 404 of Regulation S-K, and is the Company's principal third-party engineering and development contractor for both the Airdrone and WaveDrone platforms. By virtue of his position as Managing Partner of Guinn Partners and his majority membership interest, Mr. Nehrkorn has sole voting power and sole investment power over the 5,000,000 shares of our Common Stock held of record by Guinn Partners and, accordingly, may be deemed to beneficially own all 5,000,000 shares pursuant to Rule 13d-3, while disclaiming beneficial ownership of such shares except to the extent of his pecuniary interest therein. As of the date of this prospectus, the number of shares of our Common Stock, if any, that may ultimately be distributed by Guinn Partners to Mr. Nehrkorn or any other member of Guinn Partners has not been determined by the members of Guinn Partners. See "Principal Stockholders." Specifically:

(a)Acquisition of Airdrone Technology (August 28, 2024). On August 28, 2024, the Company acquired certain unmanned-aerial-systems and robotics intellectual property and development know-how from Guinn Partners pursuant to the Intellectual Property Agreement (Exhibit 10.2). As consideration, the Company issued 5,000,000 shares of common stock at a deemed value of $1.00 per share, for an aggregate transaction value of $5,000,000. As of the date of this prospectus, Guinn Partners holds 5,000,000 shares of our common stock, representing approximately 7.69% of our outstanding common stock, and is entitled to customary demand and piggyback registration rights with respect to those shares. 

(b) Use of Guinn Partners' Austin facility (since inception). Since the Company's inception, Guinn Partners has, on a no-cash-rent basis, made its facility at 2120 West Braker Lane, Suite M, Austin, Texas 78758 available to the Company for research and development, product design, prototyping, and government-facing demonstrations. The Company has not entered into a written lease agreement with Guinn Partners for these premises, and Guinn Partners has agreed to make the facility available to the Company for the foreseeable future.

(c) Engineering and development services. Guinn Partners has, since inception, performed engineering and development services for the Company in respect of both the Airdrone and WaveDrone platforms. At March 31, 2026 and December 31, 2025, the Company had $103,000 of accounts payable to Guinn Partners (included in accounts payable, related parties) for unpaid invoices in respect of Phase 1 SME Validation, Product Requirements & Project Planning services performed under a 2024 statement of work (Invoice No. 1986).

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(d) Pending six-phase, 13-month WaveDrone development program. In the first quarter of 2026, the Company commenced negotiation with Guinn Partners of a definitive six-phase, 13-month WaveDrone development program with aggregate contract value approximating $975,000, to be paid in cash on a phase-completion milestone basis. As of the date of this prospectus, the long-form definitive agreement has not been executed and has not been approved by our Board of Directors. When finalized, that agreement will be presented to the Board for approval, with Mr. Nehrkorn abstaining from the relevant Board vote, and no independent third-party valuation or fairness opinion has been obtained in respect of the proposed engagement.

Compensation and Equity in the Company

Mr. Nehrkorn does not hold of record any shares of our Common Stock. By virtue of his position as Managing Partner of Guinn Partners and his majority membership interest, however, Mr. Nehrkorn may be deemed to beneficially own the 5,000,000 shares of Common Stock held of record by Guinn Partners pursuant to Rule 13d-3, with sole voting power and sole investment power over such shares. Mr. Nehrkorn disclaims beneficial ownership of the shares held of record by Guinn Partners LLC except to the extent of his pecuniary interest therein. Effective January 1, 2025, the Company began accruing a monthly fee of $10,000 payable to Mr. Nehrkorn for services rendered as Chief Executive Officer. For the year ended December 31, 2025, $120,000 was accrued under this arrangement; for the three months ended March 31, 2026, $30,000 was accrued. No portion of these amounts has been paid in cash. The Company has not entered into an employment agreement with Mr. Nehrkorn, and Mr. Nehrkorn is not entitled to any equity awards, bonus, or other compensation other than the monthly accrual described above. See "Principal Stockholders."

Conflict-Mitigation Procedures

Each related-party transaction between the Company and Guinn Partners has, to date, been approved by our Board of Directors with the related-party status of Guinn Partners acknowledged in the supporting Board resolutions. In each case, Mr. Nehrkorn has abstained from the relevant Board vote, and the disinterested directors have approved the transaction pursuant to Section 144 of the Delaware General Corporation Law ("DGCL"), having determined that each such transaction is on terms that are fair and reasonable to the Company. Mr. Nehrkorn has not derived, and is not entitled to derive, any personal financial benefit from Guinn Partners' transactions with the Company other than such indirect benefit as may arise from his ownership and management interests in Guinn Partners. See "Related Party Transactions and Relationships — Acquisitions of Intellectual Property and Technology from Related Parties — Guinn Partners LLC" and "Related Party Transactions and Relationships — Conflicts of Interest and Related-Party Transaction Approvals. See also 'Risk Factors — Risks Related to Conflicts of Interest."

Imran Firoz — Director, Co-Founder

Background

Mr. Firoz has served as a Director and Co-Founder of the Company since July 2024. He served as our Interim Chief Financial Officer (and previously as our President and Chief Executive Officer) from inception through December 2025, when Mr. Sharma was appointed as Interim Chief Financial Officer. Mr. Firoz continues to serve as a Director.

From January 2019 to the present, Mr. Firoz has been the owner and principal of Spark Capital Investments LLC ("Spark Capital"), a Delaware limited liability company that provides strategic planning, corporate development, mergers-and-acquisitions, financial restructuring, and risk-management consulting services to private and public companies. From January 2016 to the present, Mr. Firoz has served as Co-Founder, Director, and Chief Financial Officer of FDCTech, Inc., a fintech company focused on acquiring and scaling financial services and brokerage technology businesses. Since September 2025, he has also served as Interim Chief Financial Officer of Eva Live, Inc., an artificial-intelligence company serving the marketing, healthcare, and manufacturing sectors. Since April 2025, Mr. Firoz has served as Co-Founder and Interim Chief Financial Officer of Nuvora Energy, Inc. ("Nuvora"), a privately held, development-stage Delaware corporation engaged in advanced energy technologies.

Mr. Firoz holds an MBA from the Richard Ivey School of Business at the University of Western Ontario and a Bachelor of Engineering in Chemical Engineering from Aligarh University. He has been a Certified Financial Risk Manager (FRM) since 2003.

Our Board believes Mr. Firoz is qualified to serve as a director based on his extensive experience in corporate finance, mergers and acquisitions, capital markets, and public-company operations. His background as a founder, CFO, and strategic advisor to multiple growth-stage and public companies provides our Board with expertise in financial oversight, transaction execution, and regulatory compliance.

Other Affiliations and Related-Party Arrangements with the Company

Mr. Firoz's positions at, and his control of, the entities described below give rise to potential or actual conflicts of interest because each of them has had, or from time to time may have, transactions with the Company:

(a) Spark Capital Investments LLC. Mr. Firoz is the sole member of, and controls, Spark Capital, which is a related party of the Company. Spark Capital has, since August 2024, paid the Company's monthly Irvine, California rent of $169 directly to the Company's lessor on the Company's behalf, with reimbursement in subsequent periods. Since the Company's inception, the Company has been accruing a monthly fee of $20,000 payable to Spark Capital for founder services, Chief Financial Officer services, and strategic-consulting services rendered by Mr. Firoz. For the year ended December 31, 2025, $240,000 was accrued under this arrangement; for the period from inception through December 31, 2024, $100,000 was accrued. From June 2025 through September 2025, Spark Capital advanced the Company an aggregate $45,000 in unsecured, non-interest-bearing, demand cash advances; during the three months ended March 31, 2026, Spark Capital advanced an additional $16,010 in cash. The aggregate Spark Capital loan balance was $61,010 at March 31, 2026. None of the foregoing accrued fees, rent reimbursements, or loan amounts has been paid in cash as of the date of this prospectus.

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(b) Fiber Food Systems Inc. Mr. Firoz controls Fiber Food Systems Inc. ("Fiber"), a Delaware corporation that is a related party of the Company. In July 2024, the Company issued 5,000,000 shares of common stock to Fiber at par value (aggregate value $500) in consideration for founder services rendered to the Company. Fiber subsequently exchanged these 5,000,000 shares with BIO-key International, Inc. ("BIO-key") for 595,000 shares of BIO-key common stock; the Company received no cash or other consideration in connection with the exchange. Mr. Firoz did not participate in our Board's deliberations or vote regarding the original founder issuance to Fiber, and Fiber's subsequent exchange with BIO-key did not involve the Company or Mr. Firoz acting in his capacity as a director or officer of the Company.

(c) Hudson Dunes Corporation. Mr. Firoz controls Hudson Dunes Corporation (formerly known as Central Logistics Services Corp.) ("Hudson Dunes"), a Delaware corporation that is a related party of the Company. On December 31, 2024, the Company issued 50,000 shares of common stock to Hudson Dunes in exchange for cash consideration of $50,000 ($1.00 per share). The transaction was approved by our Board with Mr. Firoz abstaining from the vote, and the disinterested directors approved the transaction pursuant to DGCL §144.

(d) SUPA Consolidated Inc. (formerly Tribal Rides International Corp.). Mr. Firoz is a controlling shareholder of SUPA Consolidated Inc. ("SUPA"), a Delaware corporation that is a related party of the Company. SUPA changed its corporate name from Tribal Rides International Corp. to SUPA Consolidated Inc. on October 21, 2025. On December 31, 2024, the Company acquired from SUPA two granted U.S. patents (Nos. 9,984,574 and 11,217,101) directed to autonomous and shared-mobility systems, in exchange for the issuance of 2,906,977 shares of common stock at a deemed value of $1.72 per share, for an aggregate transaction value of $5,000,000. The transaction was approved by our Board with Mr. Firoz abstaining from the vote, and the disinterested directors approved the transaction pursuant to DGCL §144.

(e) Nuvora Energy, Inc. Nuvora is a related party of the Company by virtue of common management, including Mr. Firoz's concurrent service as Co-Founder and Interim Chief Financial Officer of Nuvora. Nuvora and the Company also share the principal-office address of 200 Spectrum Center Drive, Irvine, California. On October 27, 2025, the Company entered into the share-for-share exchange transaction described under "Related Party Transactions and Relationships — Nuvora Energy, Inc. — October 2025 Share Swap." In connection with that transaction, the Company received 1,000,000 shares of Nuvora common stock valued at $2,000,000 in the aggregate, in part as in-kind settlement of a previously recorded $1,000,000 subscription receivable. Mr. Firoz did not participate in our Board's deliberations or vote regarding any aspect of the Nuvora share-swap transaction.

Compensation and Equity in the Company

Mr. Firoz directly holds 12,050,000 shares of our common stock, representing approximately 18.52% of our outstanding common stock as of the date of this prospectus, consisting of (i) 12,000,000 shares received in July 2024 in connection with the founder share issuances at par value and (ii) 50,000 shares acquired indirectly through Hudson Dunes in December 2024 (Mr. Firoz holds an aggregate beneficial ownership disclosure that includes the Hudson Dunes shares). The Company has not entered into an employment agreement with Mr. Firoz, and Mr. Firoz is not entitled to any cash compensation, equity awards, bonus, or other consideration from the Company other than the indirect benefit of the Spark Capital service-fee accrual described above. See "Principal Stockholders" and "Executive Compensation."

Conflict-Mitigation Procedures

Each related-party transaction between the Company and any entity controlled by, or affiliated with, Mr. Firoz has been approved by our Board of Directors with the related-party status of the counterparty acknowledged in the supporting Board resolutions. In each case, Mr. Firoz has abstained from the relevant Board vote, and the disinterested directors have approved the transaction pursuant to DGCL §144, having determined that each such transaction is on terms that are fair and reasonable to the Company. With respect to the October 27, 2025 Nuvora share-swap transaction, no independent third-party valuation or fairness opinion was obtained at the time the transaction was consummated; the per-share fair value of $2.00 applied to the Nuvora common stock received by the Company was a good-faith determination by our Board, supported, with respect to the year-end carrying amount, by an independent qualified valuation specialist in a written IRC §409A valuation report dated January 19, 2026 (See – Exhibit – 10.13 and Related Party Transactions and Relationships — Conflicts of Interest and Related-Party Transaction Approvals."

For the avoidance of doubt, neither Mingta Capital LLC nor Mr. Dánial Hoydal is affiliated with Mr. Firoz or with any entity controlled by Mr. Firoz.

Candice Beaumont — Non-Executive Director

Background

Ms. Beaumont has served as a Non-Executive Director of the Company since the Company's inception in July 2024 and currently serves in that capacity. Since 2020, Ms. Beaumont has served as Chairman of the Salsano Group, a Panama-based family office and conglomerate focused on private equity and strategic investments. During this period, she has also served as Chief Investment Officer of L Investments, where she oversees capital allocation and portfolio management for a diversified group of public and private equity investments.

Within the past five years, Ms. Beaumont has served on the boards of directors of Clean Earth Acquisition Corp. (Nasdaq: CLINU) and Israel Acquisitions Corp. (Nasdaq: ISRLU), and has acted as an advisor to Athena Technology Acquisition Corp. (NYSE: ATHN.U) and Springwater Situations Corp. (Nasdaq: SWSSU). Her responsibilities have included governance oversight, strategic transaction review, and capital markets advisory. Ms. Beaumont also currently serves as a director of SUPA Consolidated Inc. (formerly Tribal Rides International Corp., name changed October 21, 2025), a Delaware corporation in which Mr. Imran Firoz (the Company’s Director) is a controlling shareholder and from which the Company acquired certain U.S. patents on December 31, 2024, as described under “Related Party Transactions and Relationships.” SUPA Consolidated Inc. is a related party of the Company.

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Earlier in her career, Ms. Beaumont executed more than $20 billion in mergers and acquisitions advisory transactions while at Lazard Frères and served as a private equity principal at Argonaut Capital. She began her career in corporate finance at Merrill Lynch.

Ms. Beaumont holds a Bachelor of Business Administration from the University of Miami, where she graduated first in her class with a concentration in International Finance and Marketing. She completed the Global Leadership & Public Policy for the 21st Century program at Harvard Kennedy School in 2015 and was named a Young Global Leader by the World Economic Forum in 2014.

Our Board believes Ms. Beaumont is qualified to serve as a director based on her extensive experience in finance, private equity, mergers and acquisitions, and public-company governance. Her background in evaluating complex transactions, overseeing investment portfolios, and serving on boards of publicly traded companies provides valuable strategic, financial, and governance expertise relevant to the Company's growth, capital-raising, and public-company obligations.

Independence

Our Board has determined that Ms. Beaumont satisfies the “independence” requirements under the OTC Markets (OTCQB or OTCID) Rules, notwithstanding her concurrent service as a director of SUPA Consolidated Inc., a related party of the Company described under “Related Party Transactions and Relationships.” In making this determination, our Board considered that (i) Ms. Beaumont does not serve as an executive officer or employee of SUPA Consolidated Inc., does not have any equity, profit-sharing, or other economic interest in SUPA Consolidated Inc., and is not compensated by SUPA Consolidated Inc.; (ii) the Company’s only transaction with SUPA Consolidated Inc. is the December 31, 2024 acquisition of two granted U.S. patents, which closed prior to Ms. Beaumont’s appointment to the SUPA Consolidated Inc. board; and (iii) there are no ongoing commercial or financial arrangements between the Company and SUPA Consolidated Inc. Ms. Beaumont’s independence determination may not be the same under the more stringent independence standards applicable to companies listed on a national securities exchange (such as Nasdaq Listing Rule 5605 or NYSE Listed Company Manual Section 303A.02), and our Board expects to re-evaluate her independence under any such standards in connection with any future listing application. See “Risk Factors — Risks Related to Conflicts of Interest” and “Risk Factors — Risks Related to our Corporate Governance.” Ms. Beaumont is currently the only director designated by our Board as independent.

Other Affiliations and Related-Party Arrangements with the Company

Ms. Beaumont’s only related-party arrangements with the Company are (i) her direct equity ownership of the Company, (ii) her service as Non-Executive Director of the Company, and (iii) her concurrent service as a director of SUPA Consolidated Inc. (a related party of the Company described under “Related Party Transactions and Relationships”). Ms. Beaumont does not have any equity, profit-sharing, or other economic interest in SUPA Consolidated Inc., is not compensated by SUPA Consolidated Inc., and does not serve as an executive officer or employee of SUPA Consolidated Inc. Other than as described in the preceding two sentences, Ms. Beaumont is not affiliated with, and does not have any equity, management, or other interest in, any of Guinn Partners, Eastern Electrolyser Ltd., Nuvora, Spark Capital, Fiber, Hudson Dunes, T Stamp Inc., Shore House IVF, BIO-key, Mingta Capital LLC, Tolemac Holdings LLC, TAH-DAH Ventures LLC, or any other counterparty to a related-party transaction described in this prospectus, other than the Salsano Group and L Investments described above (neither of which has had any transaction with the Company).

Compensation and Equity in the Company

Ms. Beaumont directly holds 1,000,000 shares of our common stock, representing approximately 1.54% of our outstanding common stock as of the date of this prospectus. These shares were originally issued by the Company to Mingta Capital LLC at par value in July 2024 in connection with the founder share issuances and were transferred to Ms. Beaumont by Mingta on July 26, 2024 pursuant to the nominee structure described under "Related Party Transactions and Relationships — Founder Share Issuances — Mingta Capital LLC — Founder Nominee Structure." Ms. Beaumont has not received, and is not entitled to receive, any cash compensation, equity awards (other than her founder’s shares), or other consideration for her service as a Director of the Company. The Company has not entered into a director’s services agreement with Ms. Beaumont. See "Principal Stockholders" and "Executive Compensation — Director Compensation. See also 'Risk Factors — Risks Related to Conflicts of Interest."

Himanshu Sharma — Interim Chief Financial Officer

Background

Mr. Sharma has served as our Interim Chief Financial Officer since December 2025. From April 2021 to the present, Mr. Sharma has served as Senior Lead Auditor at Aprari Solutions, an Indore, India-based offshore audit and accounting firm providing SEC financial-reporting, audit-assistance, and outsourced CFO services to U.S. and international clients. During this period, his work has focused on U.S. GAAP financial reporting, audit coordination, technical accounting analysis, and SEC compliance support for growth-stage and public companies.

Over the past five years, Mr. Sharma has gained experience supporting PCAOB-compliant audits, preparing and reviewing financial statements, and assisting management teams with equity financings, mergers and acquisitions, and other complex accounting matters. His role has included coordination with U.S.-based auditors and advisors in connection with SEC reporting obligations.

Mr. Sharma holds a Master of Business Administration (MBA) from the Institute of Management Studies, Indore, India (June 2021), and a Bachelor of Commerce (B.Com) from Devi Ahilya Vishwavidyalaya, India (May 2013). He has also obtained several certifications in auditing and accounting.

Engagement Structure

Mr. Sharma is engaged by the Company on a services-contract basis through a UAE-based fractional CFO services agreement that provides for cash fees billed at customary professional services rates. The Company has not entered into an employment agreement with Mr.

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Sharma, and Mr. Sharma is not entitled to any equity awards, bonus, or other compensation other than the cash fees described above. Fees billed under the agreement are recorded as accrued expenses, related parties, in the period the services are performed; for the year ended December 31, 2025, $2,000 was accrued under this arrangement, and additional amounts have been accrued during the three months ended March 31, 2026. See "Executive Compensation" and "Related Party Transactions and Relationships — Officer and Director Compensation Arrangements."

Other Affiliations and Equity in the Company

Mr. Sharma does not hold any shares of our common stock and does not hold, and has not been granted, any options, warrants, or other rights to acquire shares of our common stock. Mr. Sharma is not a controlling person, director, or executive officer of Aprari Solutions and does not have any equity interest in Aprari Solutions; the Company has no contractual or commercial relationship with Aprari Solutions other than the services-contract relationship through which Mr. Sharma performs his duties as Interim Chief Financial Officer. Mr. Sharma has no other related-party arrangement with the Company and is not affiliated with any other counterparty to a related-party transaction described in this prospectus.

Advisory Board

The Company has established an Advisory Board to provide non-binding strategic, technical, and industry-specific guidance to management from time to time. The Advisory Board does not have any voting rights, fiduciary duties, or authority to direct or control the Company's management, operations, or strategic decisions. Members of the Advisory Board do not serve as officers or directors of the Company and do not participate in meetings of our Board of Directors unless specifically invited. Advisory Board members do not have, and have never been delegated, the authority to approve corporate actions, transactions, financings, or development agreements, and do not participate in our Board's review or approval of related-party transactions.

Shivam Tewari — Advisory Board

Background

Mr. Tewari has served on the Company's Advisory Board since September 2024. From 2009 to the present, including throughout the past five years, Mr. Tewari has served as Director of Business Development at Eastern Electrolyser Ltd. ("Eastern"). In addition, Mr. Tewari serves as a director on the board of directors of Eastern. In his Director of Business Development role, he is responsible for global market expansion, customer engagement, and strategic alignment of hydrogen-generation technologies with industrial and energy-sector demand; his work includes product optimization, research and development coordination, and commercialization of hydrogen-generation, purification, storage, and transmission systems. Eastern provides turnkey hydrogen solutions to power plants, steel producers, float-glass manufacturers, and gas companies worldwide.

In addition, Mr. Tewari serves as the Chief Executive Officer of Nuvora Energy, Inc. ("Nuvora"), a privately held, development-stage Delaware corporation engaged in advanced energy technologies. Mr. Firoz, our Director, also serves as Co-Founder and Interim Chief Financial Officer of Nuvora; Nuvora and the Company share a common principal-office address.

Mr. Tewari holds a Bachelor of Arts in Economics from the University of Southern California (2006).

Other Affiliations and Related-Party Arrangements with the Company

By virtue of his concurrent service as Chief Executive Officer of Nuvora, both Eastern and Nuvora are related parties of the Company under ASC 850 and Item 404 of Regulation S-K. Mr. Tewari does not, and has never, served as a director or executive officer of the Company; the Advisory Board has no voting rights, fiduciary duties, or authority to direct or control the Company's management, operations, or strategic decisions, and Mr. Tewari has not participated in any Board approval of transactions with Eastern or Nuvora. Eastern has no right to designate or nominate any director or officer of the Company; Mr. Tewari's invitation to serve on the Advisory Board was not the result of any arrangement or understanding with Eastern, Nuvora, or any other person.

(a) Acquisition of Hydrogen Fuel Cell Technology from Eastern (September 30, 2024). On September 30, 2024, the Company acquired from Eastern certain proprietary hydrogen fuel cell system designs and related technology for drone propulsion applications, in exchange for the issuance of 2,500,000 shares of common stock at a deemed value of $1.00 per share, for an aggregate transaction value of $2,500,000.

(b) Amended and Restated Co-Development Agreement (January 2026). In January 2026, the Company and Eastern entered into an Amended and Restated Hydrogen Fuel Cell Technology Co-Development and Purchase Agreement, pursuant to which the parties confirmed the Company's ownership of the previously assigned technology and agreed to collaborate on the continued development and refinement of 4 kW and 8 kW PEM hydrogen fuel cell power packs for use in our aerial and maritime drone platforms.

(c) Planned 11 MW production facility. The parties have agreed in principle, but have not yet entered into a definitive construction or supply agreement, to construct an approximately 11 MW fuel cell production facility intended to support a fleet of up to 1,800 drones by the end of fiscal year 2026, subject to financing, commercial validation, regulatory approvals, and the negotiation and execution of definitive agreements.

(d) Nuvora Share Swap (October 27, 2025). Mr. Tewari did not participate in our Board's deliberations or vote regarding the October 27, 2025 Nuvora share-swap transaction, in which the Company received 1,000,000 shares of Nuvora common stock (valued at $2,000,000 in the aggregate) in part as in-kind settlement of a previously recorded $1,000,000 subscription receivable owed to the Company. Mr. Tewari does not, and has never, served as a director or executive officer of the Company in connection with that transaction.

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Compensation and Equity in the Company

Mr. Tewari does not hold any shares of our common stock and does not hold, and has not been granted, any options, warrants, or other rights to acquire shares of our common stock. Mr. Tewari has not received, and is not entitled to receive, any cash compensation, equity awards, or other consideration from the Company for his service on the Advisory Board. The Company has not entered into an Advisory Board services agreement with Mr. Tewari. See also 'Risk Factors — Risks Related to Conflicts of Interest.

ARRANGEMENTS AND UNDERSTANDINGS REGARDING SELECTION OF DIRECTORS AND OFFICERS

Other than as described in this section and elsewhere in this prospectus, there are no arrangements or understandings between any of our directors, executive officers, or Advisory Board members and any other person pursuant to which such individual was selected as a director, executive officer, or advisor of the Company.

Mr. Nehrkorn, our Chief Executive Officer and a member of our Board of Directors, serves as the Managing Partner of Guinn Partners, a product-development firm in which he holds a 51% membership interest and that has provided, and continues to provide, engineering and development services to the Company pursuant to the arrangements described above and elsewhere in this prospectus. Mr. Nehrkorn was selected to serve as Chief Executive Officer and director based on his technical expertise and leadership experience in unmanned systems and robotics. His selection was not made pursuant to any arrangement or understanding with Guinn Partners or any other person, and Guinn Partners has no right to designate or nominate any director or officer of the Company.

Mr. Firoz, a Director, Co-Founder and former Interim Chief Financial Officer and former President and Chief Executive Officer of the Company, has continuing affiliations with each of Spark Capital, Fiber, Hudson Dunes, SUPA, FDCTech, Inc., Eva Live, Inc., and Nuvora, as described above. Mr. Firoz was selected to serve as a Director based on his experience in corporate finance, mergers and acquisitions, capital markets, and public-company operations. His selection was not made pursuant to any arrangement or understanding with Spark Capital, Fiber, Hudson Dunes, SUPA, FDCTech, Inc., Eva Live, Inc., Nuvora, or any other person, and none of those entities has any right to designate or nominate any director or officer of the Company.

Ms. Beaumont, our Non-Executive Director, was selected based on her experience in finance, private equity, mergers and acquisitions, and public-company governance. Her selection was not made pursuant to any arrangement or understanding with the Salsano Group, L Investments, or any other person, and none of those entities has any right to designate or nominate any director or officer of the Company.

Mr. Sharma, our Interim Chief Financial Officer, was engaged based on his experience in U.S. GAAP financial reporting, SEC compliance, and outsourced CFO services. His engagement was not made pursuant to any arrangement or understanding with Aprari Solutions or any other person, and Aprari Solutions has no right to designate or nominate any director or officer of the Company.

Mr. Tewari, a member of our Advisory Board, is a director and the Director of Business Development of Eastern, a company with which the Company has entered into the hydrogen fuel cell technology arrangements described above, and concurrently serves as Chief Executive Officer of Nuvora, a company that is a related party of the Company by virtue of common management. Mr. Tewari was invited to serve on the Advisory Board based on his industry experience in hydrogen-generation technologies and international business development. His advisory appointment was not the result of any arrangement or understanding with Eastern, Nuvora, or any other person, and neither Eastern nor Nuvora has any right to designate or nominate any director or officer of the Company.

Each Director and executive officer is required to disclose to our Board of Directors any potential or actual conflict of interest of which the Director or officer becomes aware, and to recuse himself or herself from any related Board deliberation and vote. The Company's procedures for review and approval of related-party transactions are described under "Related Party Transactions and Relationships — Conflicts of Interest and Related-Party Transaction Approvals."

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

None of our directors, executive officers, significant employees, or control persons has, during the past ten (10) years, been involved in any legal proceeding of the type required to be disclosed pursuant to Item 401(f) of Regulation S-K, including, without limitation:

(a) any bankruptcy petition filed by or against such person;

(b) any criminal proceeding (excluding traffic violations or similar minor offenses);

(c) any judicial or administrative proceeding resulting in a judgment, decree, or final order enjoining such person from future violations of, or prohibiting activities subject to, federal or state securities, commodities, banking, or insurance laws;

(d) any finding by a court or regulatory authority that such person violated federal or state securities or commodities laws; or

(e) any disciplinary sanctions imposed by a stock exchange, self-regulatory organization, or other regulatory authority.

Accordingly, there are no legal proceedings to disclose under Item 401(f) of Regulation S-K.

CODE OF BUSINESS CONDUCT AND ETHICS

We have adopted a code of business conduct and ethics, which is applicable to all of our directors, executive officers, and employees. A copy of the code of business conduct and ethics will be posted on our corporate investor-relations website prior to our listing on the OTC Markets (OTCQB or OTCID) or any other public trading venue. The code of business conduct and ethics addresses, among other things, the identification, disclosure, and management of conflicts of interest, including with respect to related-party transactions of the type described in this prospectus.

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Our board of directors consists of three directors, one of whom is independent. We have determined that Candice Beaumont satisfies the “independence” requirements under OTC Markets (OTCQB or OTCID) Rules. These individuals are expected to have no material business or close personal relationships with the company, and they often serve on key committees, such as audit and compensation.

At present, we have not established an audit committee, a compensation committee, or a nomination and corporate governance committee, nor adopted a charter for each of the three committees.

Involvement in Certain Legal Proceedings

None of our directors, executive officers, significant employees, or control persons has, during the past ten (10) years, been involved in any legal proceeding of the type required to be disclosed pursuant to Item 401(f) of Regulation S-K, including, without limitation:

·any bankruptcy petition filed by or against such person; 

·any criminal proceeding (excluding traffic violations or similar minor offenses); 

·any judicial or administrative proceeding resulting in a judgment, decree, or final order enjoining such person from future violations of, or prohibiting activities subject to, federal or state securities, commodities, banking, or insurance laws; 

·any finding by a court or regulatory authority that such person violated federal or state securities or commodities laws; or 

·any disciplinary sanctions imposed by a stock exchange, self-regulatory organization, or other regulatory authority. 

Accordingly, there are no legal proceedings to disclose under Item 401(f) of Regulation S-K.

Code of Business Conduct and Ethics

We have adopted a code of business conduct and ethics, which is applicable to all of our directors, executive officers, and employees. A copy of the code of business conduct and ethics will be posted on our corporate investor relations website prior to our listing on the OTC Markets (OTCQB or OTCID).

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EXECUTIVE COMPENSATION

At present, we have not established a formal executive compensation plan for our officers or directors.

2025 and 2024 Summary Executive Compensation Table

⁽¹⁾ Effective January 1, 2025, the Company is accruing a monthly payment of $10,000 for Mr. Nehrkorn, which is reflected in the accounts payable, related party.

⁽²⁾ Effective December 2025, Himanshu Sharma was appointed as the Interim CFO, and Firoz shall continue his role as a Director of the Company.

⁽³⁾ Mr. Firoz served as Chief Financial Officer from the Company’s inception through December 2025. Since inception, the Company has been accruing a monthly payment of $20,000 under Spark Capital Investments, LLC (‘Spark’) for founding services, CFO, and strategic consulting work. Firoz controls Spark as the sole member.

2025 and 2024 Summary Director Compensation Table

⁽⁴⁾ During fiscal year 2025, the Company did not pay cash retainers, meeting fees, or grant equity awards to its non-employee directors for board service. Mr. Nehrkorn received compensation in his capacity as Chief Executive Officer, and Mr. Firoz received compensation through Spark Capital Investments LLC for services as Chief Financial Officer and management consultant; both are described above under 'Executive Compensation.'

Stock Option Grants

We had no outstanding equity awards as of the end of the fiscal period ended March 31, 2026.

As of March 31, 2026, we do not have any employment agreements with our officers.

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The following table sets forth information, as of the date of this prospectus, concerning (i) each person whom we know to beneficially own more than 5% of our Common Stock, (ii) each of our directors, (iii) each of our named executive officers, and (iv) all of our directors and executive officers as a group. We have determined beneficial ownership in accordance with the rules of the SEC.

Beneficial ownership is determined in accordance with Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended. Under Rule 13d-3, a person is deemed to be the beneficial owner of any security with respect to which such person, directly or indirectly, has or shares (i) voting power, including the power to vote or to direct the voting of, such security, or (ii) investment power, including the power to dispose of, or to direct the disposition of, such security. Shares of Common Stock issuable upon the exercise of stock options or warrants are deemed outstanding for purposes of computing the beneficial ownership of a person only to the extent such options or warrants are held by that person and are exercisable within 60 days of the date of this prospectus.

As of the date of this prospectus, no director, executive officer, or 5%-or-greater stockholder holds, or has been granted, any stock options, warrants, or other rights to acquire shares of our Common Stock that are exercisable within 60 days of the date of this prospectus. Accordingly, no shares issuable upon the exercise of options or warrants are included in the beneficial ownership calculations below, and all percentage ownership figures are based solely on shares of Common Stock outstanding.

Applicable percentage ownership is based on (i) 65,056,977 shares of Common Stock issued and outstanding as of the date of this prospectus (the "Pre-Offering Outstanding Shares"), and (ii) 65,181,977 shares of Common Stock outstanding immediately following completion of this offering, assuming the issuance of all 125,000 shares of Common Stock offered hereby at the public offering price of $2.00 per share (the "Post-Offering Outstanding Shares"). The Pre-Offering Outstanding Shares figure of 65,056,977 reflects the December 31, 2025 cancellation of the 1,000,000 shares previously subscribed for by Greenlink Pty Ltd ATF The Debsago Trust pursuant to the Subscription Rescission and Share Return Agreement described under "Related Party Transactions and Relationships."

Each footnote outside the table identifies, for each beneficial owner listed in the table, (i) the natural person or persons who have or share voting power and/or investment (dispositive) power with respect to the shares of Common Stock beneficially owned, and (ii) the amounts as to which such persons have sole voting power, shared voting power, sole investment power, or shared investment power, in each case as applicable, in accordance with Instruction 2 to Item 403 of Regulation S-K.

Common Stock

The percentages below are calculated based on 65,056,977 shares of our common stock issued and outstanding for the period ending March 31, 2026.

(1)All Officers and Directors, unless otherwise indicated below, the address for each beneficial owner is c/o 200 Spectrum Center Drive, Suite 300, Irvine, CA 92618. 

(2) Mr. Nehrkorn does not hold of record any shares of our Common Stock and does not hold, and has not been granted, any options, warrants, or other rights to acquire shares of our Common Stock that are exercisable within 60 days of the date of this prospectus. The 5,000,000 shares of Common Stock shown as beneficially owned by Mr. Nehrkorn are held of record by Guinn Partners LLC. Mr. Nehrkorn serves as the Managing Partner of Guinn Partners LLC and holds an aggregate 51% membership interest in Guinn Partners LLC. By virtue of his position as Managing Partner and his majority membership interest, Mr. Nehrkorn exercises sole voting power and sole investment power over all 5,000,000 shares of Common Stock held of record by Guinn Partners LLC and may be deemed to beneficially own such shares pursuant to Rule 13d-3. Mr. Nehrkorn disclaims beneficial ownership of the shares held of record by Guinn Partners LLC except to the extent of his pecuniary interest therein. As of the date of this prospectus, the number of shares of our Common Stock, if any, that may ultimately be distributed by Guinn Partners LLC to Mr. Nehrkorn personally has not been determined by the members of Guinn Partners LLC. The 5,000,000  

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shares attributed to Mr. Nehrkorn in the table are the same shares as those reported in the row for Guinn Partners LLC; the table does not double count these shares against the total Pre-Offering Outstanding Shares or Post-Offering Outstanding Shares. See footnote (11).

(3)Mr. Sharma does not hold of record any shares of our Common Stock and does not hold, and has not been granted, any options, warrants, or other rights to acquire shares of our Common Stock that are exercisable within 60 days of the date of this prospectus. Mr. Sharma does not have, and is not deemed to have, voting power or investment power over any shares of Common Stock. 

(4)Mr. Firoz beneficially owns an aggregate of 12,050,000 shares of Common Stock, consisting of (i) 12,000,000 shares held directly by Mr. Firoz, with respect to which he has sole voting power and sole investment power, and (ii) 50,000 shares held of record by Hudson Dunes Corporation (formerly known as Central Logistics Services Corp.), a Delaware corporation of which Mr. Firoz is the controlling shareholder. By virtue of his control of Hudson Dunes Corporation, Mr. Firoz has sole voting power and sole investment power over the 50,000 shares held by Hudson Dunes Corporation and, accordingly, may be deemed to beneficially own such shares pursuant to Rule 13d-3. Of the 12,050,000 shares of Common Stock beneficially owned by Mr. Firoz, all 12,050,000 shares are subject to sole voting power and sole investment power; Mr. Firoz does not have shared voting power or shared investment power with respect to any shares of Common Stock. 

(5)Ms. Beaumont holds 1,000,000 shares of Common Stock directly, with respect to which she has sole voting power and sole investment power. These shares were originally issued by the Company to Mingta Capital LLC at par value in July 2024 in connection with the founder share issuances and were transferred to Ms. Beaumont on July 26, 2024 pursuant to the founder nominee structure described under "Related Party Transactions and Relationships." Ms. Beaumont does not have shared voting power or shared investment power with respect to any shares of Common Stock. 

(6)Includes the beneficial ownership of Mr. Craig Nehrkorn (Chief Executive Officer and Director), Mr. Imran Firoz (Director), Ms. Candice Beaumont (Non-Executive Director), and Mr. Himanshu Sharma (Interim Chief Financial Officer). All 18,050,000 shares of Common Stock beneficially owned by all Officers and Directors as a group are subject to sole voting power and sole investment power held by the respective beneficial owner, consisting of (i) 12,000,000 shares held directly by Mr. Firoz, (ii) 50,000 shares held of record by Hudson Dunes Corporation and beneficially owned by Mr. Firoz through his control of Hudson Dunes Corporation, (iii) 1,000,000 shares held directly by Ms. Beaumont, and (iv) 5,000,000 shares held of record by Guinn Partners LLC and beneficially owned by Mr. Nehrkorn through his role as Managing Partner of, and 51% membership interest in, Guinn Partners LLC. The 5,000,000 shares attributed to Mr. Nehrkorn in this aggregate are the same shares as those reported in the row for Guinn Partners LLC; the aggregate does not double count these shares against the total Pre-Offering Outstanding Shares or Post-Offering Outstanding Shares. See footnotes (2) and (11). 

(7)Tolemac Holdings LLC is a Delaware limited liability company. Tolemac Holdings LLC has sole voting power and sole investment power over the 8,750,000 shares of Common Stock held of record by Tolemac Holdings LLC. Ms. Yessenia Hernandez, as the sole member of Tolemac Holdings LLC, exercises such voting and investment power on its behalf and accordingly is the natural person who has sole voting power and sole investment power with respect to such shares. Tolemac Holdings LLC's address is 838 Walker Road Suite 21-2, Dover, DE 19904. See footnote (13). 

(8)TAH-DAH Ventures LLC is a Wyoming limited liability company. TAH-DAH Ventures LLC has sole voting power and sole investment power over the 7,500,000 shares of Common Stock held of record by TAH-DAH Ventures LLC. Ms. Yessenia Hernandez, as the sole member of TAH-DAH Ventures LLC, exercises such voting and investment power on its behalf and accordingly is the natural person who has sole voting power and sole investment power with respect to such shares. TAH-DAH Ventures LLC's address is 30 N Gould St N, Sheridan, WY 82801. See footnote (13). 

(9)T Stamp Inc. (operating as Trust Stamp) is a Delaware corporation whose Class A Common Stock is listed on The Nasdaq Stock Market LLC under the trading symbol "IDAI." T Stamp Inc. has sole voting power and sole investment power over the 5,100,000 shares of Common Stock held of record by T Stamp Inc. Mr. Gareth N. Genner, the co-founder, Chief Executive Officer, and Executive Director of T Stamp Inc., exercises voting and investment power on behalf of T Stamp Inc. with respect to such shares and accordingly is the natural person who has sole voting power and sole investment power with respect to such shares. The Company has no contractual or commercial relationship with T Stamp Inc. other than the Technology Licensing Agreement described under "Related Party Transactions and Relationships — Technology Licensing Agreement — T Stamp Inc." T Stamp Inc.'s principal address is 3017 Bolling Way NE, Floor 2, Atlanta, Georgia 30305. 

(10) BIO-key International, Inc. is a Delaware corporation whose Common Stock is listed on The Nasdaq Capital Market under the trading symbol “BKYI.” BIO-key International, Inc. has sole voting power and sole investment power over the 5,000,000 shares of Common Stock held of record by BIO-key International, Inc. Mr. Michael W. DePasquale, the founder, Chairman of the Board, and Chief Executive Officer of BIO-key International, Inc., exercises voting and investment power on behalf of BIO-key International, Inc. with respect to such shares and accordingly is the natural person who has sole voting power and sole investment power with respect to such shares. BIO-key International, Inc. acquired its 5,000,000 shares of Common Stock through a share-for-share exchange with Fiber Food Systems Inc. described under “Related Party Transactions and Relationships — Founder Share Issuances — Direct Issuances to Related Parties.” Because BIO-key International, Inc. acquired its shares from Fiber Food Systems Inc. (an entity controlled by Mr. Imran Firoz, our Director), and because BIO-key International, Inc. has been a 5%-or-greater beneficial owner of the Company’s outstanding common stock continuously since that exchange, BIO-key International, Inc. is a related party of the Company within the meaning of Item 404(a) of Regulation S-K (pursuant to  

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Instruction 1.b.i thereto). The Company has no contractual or commercial relationship with BIO-key International, Inc., and no transaction has occurred directly between the Company and BIO-key International, Inc. BIO-key International, Inc.’s principal address is 101 Crawfords Corner Road, Suite 4116, Holmdel, New Jersey 07733.

(11)Guinn Partners LLC is a Texas limited liability company. Guinn Partners LLC has sole voting power and sole investment power over the 5,000,000 shares of Common Stock held of record by Guinn Partners LLC. Mr. Craig Nehrkorn, the Company's Chief Executive Officer and a Director, serves as the Managing Partner of Guinn Partners LLC and holds an aggregate 51% membership interest in Guinn Partners LLC; the remaining membership interests are held in the aggregate by other members of Guinn Partners LLC, none of whom is a director, executive officer, or controlling stockholder of the Company. By virtue of his position as Managing Partner of Guinn Partners LLC and his majority membership interest, Mr. Nehrkorn exercises sole voting power and sole investment power over the 5,000,000 shares of Common Stock held of record by Guinn Partners LLC and accordingly is the natural person who has sole voting power and sole investment power with respect to such shares. The supermajority requirement set forth in the limited liability company agreement of Guinn Partners LLC governs distributions of available cash and does not apply to the voting or disposition of securities held by Guinn Partners LLC. Mr. Nehrkorn may be deemed to beneficially own such shares pursuant to Rule 13d-3, but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. Guinn Partners LLC is a related party of the Company, and the Company has the contractual and commercial relationships with Guinn Partners LLC described under "Related Party Transactions and Relationships — Acquisitions of Intellectual Property and Technology from Related Parties — Guinn Partners LLC" and "Management — Craig Nehrkorn — Other Affiliations and Related-Party Arrangements with the Company." Guinn Partners LLC's address is 2503 Westlake Drive No. 2, Austin, Texas 78746. See footnote (2). 

(12) Shore House IVF is a corporate entity organized under the laws of the Faroe Islands. Shore House IVF has sole voting power and sole investment power over the 3,500,000 shares of Common Stock held of record by Shore House IVF. The natural person(s) who exercise voting and investment power on behalf of Shore House IVF with respect to such shares are Mr. David Geyti and Mr. Dánial Hoydal, who share voting power and investment power over the 3,500,000 shares (neither of whom has sole voting power or sole investment power with respect to such shares). No director, executive officer, employee, or controlling stockholder of the Company holds any equity, management, or other interest in Shore House IVF. Because Shore House IVF beneficially owned 5% or more of the Company’s outstanding common stock at the time of, and in connection with, the December 31, 2024 Asset Purchase and IP Agreement described under “Related Party Transactions and Relationships,” Shore House IVF is a related party of the Company within the meaning of Item 404(a) of Regulation S-K (pursuant to Instruction 1.b.i thereto). The Company’s contractual relationship with Shore House IVF, consisting of the December 31, 2024 Asset Purchase and IP Agreement (Exhibit 10.4 to the registration statement) under which the Company acquired the WaveDrone unmanned surface vessel platform and related intellectual property, is described under “Related Party Transactions and Relationships — Acquisitions of Intellectual Property and Technology from Related Parties — Shore House IVF.” Shore House IVF is not party to any other contractual or commercial relationship with the Company, and no funds have been advanced to, or are payable to, Shore House IVF under any commitment of the Company. Shore House IVF’s principal address is J. Paturssonargota 72, FO-100 Tórshavn, Faroe Islands.  

(13)Yessenia Hernandez – Ms. Hernandez beneficially owns an aggregate of 16,250,000 shares of Common Stock, consisting of (i) 8,750,000 shares held of record by Tolemac Holdings LLC, a Delaware limited liability company (see footnote (7)), and (ii) 7,500,000 shares held of record by TAH-DAH Ventures LLC, a Wyoming limited liability company (see footnote (8)). Ms. Hernandez is the sole member of each of Tolemac Holdings LLC and TAH-DAH Ventures LLC and, in such capacity, has sole voting power and sole investment power over all 16,250,000 shares; Ms. Hernandez does not hold any shares of Common Stock directly, does not have shared voting power or shared investment power with respect to any shares of Common Stock, and may be deemed to beneficially own the 16,250,000 shares pursuant to Rule 13d-3. Ms. Hernandez also serves as the Chief Executive Officer and a director of SUPA Consolidated Inc. (formerly Tribal Rides International Corp., name changed October 21, 2025), a Delaware corporation in which Mr. Imran Firoz (our Director) is a controlling shareholder and from which the Company acquired certain U.S. patents on December 31, 2024 in exchange for 2,906,977 shares of Common Stock as described under “Related Party Transactions and Relationships.” By reason of Ms. Hernandez’s control of Tolemac Holdings LLC and TAH-DAH Ventures LLC (each of which is a related party of the Company), and her concurrent service as Chief Executive Officer and director of SUPA Consolidated Inc. (which is also a related party of the Company), Ms. Hernandez is a related party of the Company within the meaning of Item 404(a) of Regulation S-K. The 16,250,000 shares attributed to Ms. Hernandez in the table are the same shares as those reported in the rows for Tolemac Holdings LLC and TAH-DAH Ventures LLC; the table does not double count these shares against the total Pre-Offering Outstanding Shares or Post-Offering Outstanding Shares. Ms. Hernandez's address is 1875 Century Park East, Suite 1120, Los Angeles, California 90067. 

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The following discussion describes the related-party transactions, arrangements, and understandings that have occurred since our inception on July 26, 2024 through the date of this prospectus, and any continuing arrangements that may present a potential or actual conflict of interest. The disclosures set forth below have been prepared in accordance with Item 404 of Regulation S-K and Accounting Standards Codification ("ASC") 850, Related Party Disclosures. The information presented in this section is consistent with, and should be read together with, Note 4 to our audited consolidated financial statements for the year ended December 31, 2025 and Note 7 to our unaudited consolidated financial statements for the three months ended March 31, 2026, each included elsewhere in this prospectus.

Identification of Related Parties

For purposes of this section, our related parties consist of:

(i)members of our Board of Directors and executive officers, comprising Mr. Craig Nehrkorn (Chief Executive Officer and Director), Mr. Imran Firoz (Director, former Interim Chief Financial Officer and former President and Chief Executive Officer), and Ms. Candice Beaumont (Non-Executive Director); 

(ii)Mr. Himanshu Sharma, our Interim Chief Financial Officer, engaged on a services-contract basis effective December 2025; 

(iii)entities controlled by, or under common control with, Mr. Firoz, including, without limitation, Spark Capital Investments LLC ("Spark Capital"), Fiber Food Systems Inc. ("Fiber"), Hudson Dunes Corporation (formerly Central Logistics Services Corp., "Hudson Dunes"), and SUPA Consolidated Inc. (formerly Tribal Rides International Corp., name changed October 21, 2025, "SUPA"); 

(iv)Nuvora Energy, Inc. ("Nuvora"), a Delaware corporation in which Mr. Firoz serves as Co-Founder and Interim Chief Financial Officer and which shares our principal-office address at 200 Spectrum Center Drive, Irvine, California; 

(v)Eastern Electrolyser Ltd. ("Eastern"), an entity in which Mr. Shivam Tewari, a member of our Advisory Board, serves as a director and which is a related party of the Company by virtue of Mr. Tewari's concurrent service as Chief Executive Officer of Nuvora; 

(vi)Guinn Partners LLC ("Guinn Partners"), a Texas-based product-development firm for which Mr. Nehrkorn also serves as the Managing Partner and in which Mr. Nehrkorn holds a 51% membership interest; 

(vii)Boumarang Pty Ltd (ACN 681 831 998), our wholly owned Australian subsidiary, of which Mr. Victor Turco serves as a director and authorized signatory; and 

(viii)the original beneficial owners of founder shares received via the Mingta Capital LLC nominee structure described under "— Founder Share Issuances" below. 

Each of Tolemac Holdings LLC, TAH-DAH Ventures LLC, BIO-key International, Inc. and Shore House IVF is a related party of the Company within the meaning of Item 404(a) of Regulation S-K because each was a 5%-or-greater beneficial owner of the Company’s outstanding common stock at the time of, and in connection with, a transaction in which it had a direct or indirect material interest (pursuant to Instruction 1.b.i to Item 404(a)). Mingta Capital LLC, Mr. Dánial Hoydal, and Greenlink Pty Ltd ATF The Debsago Trust are not related parties of the Company. Transactions with each of the foregoing counterparties (related party and non-related party) are described below to the extent material to an understanding of our capital structure or our intellectual-property portfolio.

Founder Share Issuances (July 2024)

In July 2024, in connection with the formation and organization of the Company, we issued an aggregate of 45,000,000 shares of common stock at par value ($0.0001 per share) for founder services, as follows:

Direct Issuances to Related Parties

Imran Firoz, Co-Founder and Director: 12,000,000 shares issued at par value (aggregate value $1,200) in consideration for founder services rendered in establishing and forming the Company.

Fiber Food Systems Inc., a Delaware corporation controlled by Mr. Firoz: 5,000,000 shares issued at par value (aggregate value $500) in consideration for founder services. Fiber subsequently exchanged these 5,000,000 shares with BIO-key International, Inc. ("BIO-key") for 595,000 shares of BIO-key common stock; the Company received no cash or other consideration in connection with the exchange. As a result, BIO-key holds 5,000,000 shares of our common stock as of the date of this prospectus, but no transaction occurred directly between the Company and BIO-key.

Mingta Capital LLC — Founder Nominee Structure

On July 26, 2024, we issued 28,000,000 shares of common stock to Mingta Capital LLC ("Mingta"), valued at par value (aggregate value $2,800), for services rendered in connection with the formation of the Company. Mingta acted as a nominee for, and on the same day transferred all 28,000,000 shares to, the following beneficial owners (collectively, the "Mingta Beneficiaries"):

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Following the foregoing transfers, Mingta does not hold any shares of our common stock, has no continuing relationship with the Company, and is not a related party of the Company. Mingta did not receive any cash or other consideration from the Company in connection with the foregoing nominee arrangement other than the par-value services issuance described above. Of the Mingta Beneficiaries, Ms. Beaumont (in her capacity as a Director), Tolemac Holdings LLC, and TAH-DAH Ventures LLC are each related parties of the Company. Tolemac Holdings LLC and TAH-DAH Ventures LLC are each wholly owned and controlled by Ms. Yessenia Hernandez. Ms. Hernandez serves concurrently as Chief Executive Officer and a director of SUPA Consolidated Inc. (formerly Tribal Rides International Corp., name changed October 21, 2025), a related party of the Company controlled by Mr. Imran Firoz, the Company’s Director, from which the Company acquired certain U.S. patents on December 31, 2024 as described under “— Acquisitions of Intellectual Property and Technology from Related Parties — SUPA Consolidated Inc.” below. Other than as described in this paragraph, Ms. Hernandez has no other affiliation with any director, officer, or controlling stockholder of the Company.

As of the date of this prospectus, Mingta Capital LLC (i) does not own or hold, beneficially or of record, any shares of the Company's common stock or any other class of the Company's equity securities; (ii) holds no warrants, options, convertible securities, or other rights or arrangements to acquire any equity interest in the Company; and (iii) has no continuing contractual, economic, voting, or other relationship with the Company.

Acquisitions of Intellectual Property and Technology from Related Parties

Since our inception, we have acquired all of the intellectual property assets currently reflected on our consolidated balance sheets through four transactions with related parties (Guinn Partners, Eastern, SUPA, and Shore House IVF) . The aggregate consideration for our four IP acquisitions was $16,000,000, all of which was satisfied through the issuance of shares of our common stock. None of these acquisitions involved a cash payment by the Company, and no independent third-party valuation was obtained at the time of any of the acquisitions described below.

Guinn Partners LLC (Airdrone Technology — August 28, 2024)

Guinn Partners is a Texas-based product-development firm. Mr. Nehrkorn, our Chief Executive Officer and a director, also serves as the Managing Partner of Guinn Partners and holds a 51% membership interest in Guinn Partners. Accordingly, Guinn Partners is a related party of the Company under ASC 850 and Item 404 of Regulation S-K. By virtue of his position as Managing Partner of Guinn Partners and his majority membership interest, Mr. Nehrkorn has sole voting power and sole investment power over the 5,000,000 shares of our Common Stock held of record by Guinn Partners and, accordingly, may be deemed to beneficially own all 5,000,000 shares pursuant to Rule 13d-3, while disclaiming beneficial ownership of such shares except to the extent of his pecuniary interest therein. As of the date of this prospectus, the number of shares of our Common Stock, if any, that may ultimately be distributed by Guinn Partners to Mr. Nehrkorn or any other member of Guinn Partners has not been determined by the members of Guinn Partners. See "Principal Stockholders" and "Management — Craig Nehrkorn — Chief Executive Officer and Director."

On August 28, 2024, the Company entered into an Intellectual Property Agreement with Guinn Partners (Exhibit 10.2 to the registration statement) pursuant to which we acquired certain intellectual property and development know-how related to unmanned aerial systems and robotics, including the Airdrone Technology platform. As consideration, we issued 5,000,000 shares of common stock at a deemed value of $1.00 per share, for an aggregate transaction value of $5,000,000. Under Section 9 of the IP Agreement, Guinn Partners is entitled to customary demand and piggyback registration rights with respect to the shares issued, subject to standard cutbacks and lock-up provisions.

Since our inception, Guinn Partners has, on a no-cash-rent basis, made its facility at 2120 West Braker Lane, Suite M, Austin, Texas 78758 available to the Company for research and development, product design, prototyping, government-facing demonstrations, and outreach. The Company has not entered into a written lease agreement with Guinn Partners for these premises, and Guinn Partners has agreed to make the facility available to the Company for the foreseeable future. Guinn Partners has also been the Company's principal third-party engineering and development contractor for both the Airdrone Technology and the WaveDrone unmanned surface vessel platforms. At March 31, 2026 and December 31, 2025, the Company had $103,000 of accounts payable to Guinn Partners (included in accounts payable, related parties) for unpaid invoices in respect of Phase 1 SME Validation, Product Requirements & Project Planning services performed under a 2024 statement of work (Invoice No. 1986).

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In the first quarter of 2026, the Company commenced negotiations with Guinn Partners for a definitive six-phase, 13-month WaveDrone development program with aggregate contract value approximating $975,000, to be paid in cash on a phase-completion milestone basis. As of the date of this prospectus, the long-form definitive agreement has not been executed, the Company's only contractual commitment to Guinn Partners is the unpaid $103,000 Phase 1 invoice referenced above, and our Board of Directors has not yet approved the long-form definitive WaveDrone development agreement. When finalized, that agreement will be presented to the Board for approval in accordance with the procedures described under "— Conflicts of Interest and Related-Party Transaction Approvals" below, with Mr. Nehrkorn abstaining from the relevant Board vote. No independent third-party valuation or fairness opinion has been obtained in respect of the proposed engagement.

Eastern Electrolyser Ltd. (Hydrogen Fuel Cell Technology — September 30, 2024)

Eastern is a hydrogen-systems developer headquartered in Australia. Mr. Tewari, a member of our Advisory Board, serves as a director of Eastern and concurrently as Chief Executive Officer of Nuvora; accordingly, Eastern is a related party of the Company under ASC 850 and Item 404 of Regulation S-K. Mr. Tewari did not, and does not, serve as a director or executive officer of the Company; the Advisory Board has no voting rights, fiduciary duties, or authority to direct or control the Company's management, operations, or strategic decisions. Eastern has no right to designate or nominate any director or officer of the Company, and Mr. Tewari's appointment to the Advisory Board was not the result of any arrangement or understanding with Eastern.

On September 30, 2024, the Company entered into a Hydrogen Fuel Cell Technology Purchase and Assignment Agreement (the "Original Hydrogen Agreement") with Eastern, pursuant to which we acquired ownership of certain proprietary hydrogen fuel cell system designs and related technology for drone propulsion applications. As consideration, we issued 2,500,000 shares of common stock at a deemed value of $1.00 per share, for an aggregate transaction value of $2,500,000.

In January 2026, the Company and Eastern entered into an Amended and Restated Hydrogen Fuel Cell Technology Co-Development and Purchase Agreement (the "Amended Hydrogen Agreement"), pursuant to which the parties confirmed our ownership of the previously assigned technology and agreed to collaborate on the continued development and refinement of 4 kW and 8 kW proton exchange membrane ("PEM") hydrogen fuel cell power packs for use in our aerial and maritime drone platforms. The Amended Hydrogen Agreement provides for joint ownership of jointly developed intellectual property, with exclusive commercialization rights for the Company's intended applications. The original target date for completing prototype 4 kW and 8 kW fuel cell power packs by December 31, 2024 was not met due to supply chain constraints, technical development requirements, and resource allocation priorities; the parties have not established a revised firm completion date as of the date of this prospectus.

The parties have also agreed in principle, but have not yet entered into a definitive construction or supply agreement, to construct an approximately 11 MW fuel cell production facility intended to support a fleet of up to 1,800 drones by the end of fiscal year 2026. As of the date of this prospectus, no portion of any construction cost is reflected in our consolidated balance sheets, and the construction of the facility remains subject to financing, commercial validation, regulatory approvals, and the negotiation and execution of definitive agreements.

SUPA Consolidated Inc. (formerly Tribal Rides International Corp.) — December 31, 2024

SUPA Consolidated Inc. is a Delaware corporation in which Mr. Firoz is a controlling shareholder; accordingly, SUPA is a related party of the Company under ASC 850 and Item 404 of Regulation S-K. The entity changed its corporate name from Tribal Rides International Corp. to SUPA Consolidated Inc. on October 21, 2025. In addition to Mr. Firoz's control of SUPA, our Non-Executive Director, Ms. Candice Beaumont, serves as a director of SUPA, and Ms. Yessenia Hernandez — who controls each of Tolemac Holdings LLC and TAH-DAH Ventures LLC, our two largest stockholders — serves as the Chief Executive Officer and a director of SUPA. See "Risk Factors — Risks Related to Conflicts of Interest" and "Management."

On December 31, 2024, the Company acquired from SUPA the following granted U.S. patents pursuant to an Asset Purchase Agreement: (i) U.S. Patent No. 9,984,574 (issued May 29, 2018; expires June 2038), directed to a system and method for arranging transportation among parties through mobile devices; and (ii) U.S. Patent No. 11,217,101 (issued January 4, 2022; expires approximately January 2042), directed to enhanced capabilities for autonomous-vehicle systems. As consideration, we issued 2,906,977 shares of common stock at a deemed value of $1.72 per share, for an aggregate transaction value of $5,000,000. The transaction was approved by our Board of Directors with Mr. Firoz abstaining from the vote, and the disinterested directors approved the transaction pursuant to Section 144 of the Delaware General Corporation Law ("DGCL").

Technology Licensing Agreement — T Stamp Inc.

T Stamp Inc. ("T Stamp" or "Trust Stamp") is a 5%-or-greater stockholder of the Company and accordingly is a related person for purposes of Item 404 of Regulation S-K. As of the date of this prospectus, T Stamp holds 5,100,000 shares of our common stock, representing approximately 7.72% of our outstanding common stock. No director, officer, or controlling stockholder of the Company holds any equity, management, or other interest in T Stamp.

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In August 2024, the Company entered into a Technology Licensing Agreement with T Stamp pursuant to which T Stamp granted the Company a non-exclusive license to certain biometric-identity, AI, and computer-vision technology used in connection with our Airdrone platform. The license has an initial term of five years (through August 2029), with automatic annual renewals thereafter unless terminated. As consideration, the Company issued 5,000,000 shares of common stock at a deemed value of $1.00 per share, for an aggregate transaction value of $5,000,000. Because the Company did not acquire ownership of the underlying intellectual property under this arrangement, the consideration paid is recorded as a prepaid expense and is being amortized to expense on a straight-line basis over the 36-month license-service period from August 2024 through August 2027 at a contractual monthly rate of $138,889. Amortization expense recognized in licensing-fee expense (a component of general and administrative expenses) was $416,667 for each of the three months ended March 31, 2026 and 2025, and $1,666,668 for the year ended December 31, 2025.

In addition, in August 2024, the Company issued 100,000 shares of common stock to T Stamp at $1.00 per share for cash proceeds of $100,000. The Company has no remaining cash payment obligation under the Technology Licensing Agreement.

Office Lease Reimbursements and Working-Capital Advances — Spark Capital Investments LLC

Spark Capital is a Delaware limited liability company controlled by Mr. Firoz, who is our Director (and former Interim Chief Financial Officer and former President and Chief Executive Officer). Spark Capital is therefore a related party of the Company. The Company has not entered into a written services agreement with Spark Capital, and the arrangements described below have, in each case, been approved by our Board of Directors with Mr. Firoz abstaining from the relevant vote.

Office Rent Paid on the Company's Behalf

From August 2024 through the date of this prospectus, Spark Capital has paid the Company's monthly Irvine, California rent of $169 per month directly to the Company's lessor on the Company's behalf, with reimbursement in subsequent periods. The unreimbursed balance is included in accrued expenses, related parties on our consolidated balance sheets. Aggregate accrued rent payable to Spark Capital was $2,328 at December 31, 2025 (compared with $845 at December 31, 2024).

CFO and Strategic-Consulting Services Accrual

Since our inception, the Company has been accruing a monthly fee of $20,000 payable to Spark Capital for founder services, Chief Financial Officer services, and strategic-consulting services rendered by Mr. Firoz to the Company. The aggregate accrued and unpaid balance of these fees is included in accounts payable, related parties on our consolidated balance sheets. Mr. Firoz served as our Interim Chief Financial Officer from inception through December 2025, when Mr. Sharma was appointed as Interim Chief Financial Officer; Mr. Firoz continues to serve as a Director.

Working-Capital Advances

From June 2025 through September 2025, Spark Capital advanced the Company an aggregate $45,000 in cash to fund short-term working-capital needs. During the three months ended March 31, 2026, Spark Capital advanced an additional $16,010 in cash. The Spark Capital advances are unsecured, bear no interest, and are payable on demand; they are presented as Loan, related party, on our consolidated balance sheets. The aggregate Spark Capital loan balance was $61,010 at March 31, 2026 (compared with $45,000 at December 31, 2025 and $0 at December 31, 2024). No portion of the loan has been repaid as of the date of this prospectus.

Cash Investment — Hudson Dunes Corporation

Hudson Dunes Corporation (formerly known as Central Logistics Services Corp.), is a Delaware corporation controlled by Mr. Firoz; accordingly, Hudson Dunes is a related party of the Company. On December 31, 2024, the Company issued 50,000 shares of common stock to Hudson Dunes in exchange for cash consideration of $50,000 ($1.00 per share). The transaction was approved by our Board of Directors with Mr. Firoz abstaining from the vote, and the disinterested directors approved the transaction pursuant to Section 144 of the DGCL. No additional transactions with Hudson Dunes have occurred since December 31, 2024.

Nuvora Energy, Inc. — October 2025 Share Swap

Nuvora is a privately held, development-stage Delaware corporation engaged in advanced energy technologies. Mr. Firoz, our Director, also serves as Co-Founder and Interim Chief Financial Officer of Nuvora and is its named incorporator; Nuvora and the Company also share the principal-office address of 200 Spectrum Center Drive, Irvine, California. Accordingly, Nuvora is a related party of the Company by virtue of common management. Mr. Firoz did not participate in the Board of Directors' deliberations or vote regarding any aspect of the share-swap transaction described below.

On October 27, 2025, the Company entered into a series of share-for-share exchanges (the "Nuvora Share Swap") by which: (i) Jetblack Pty Ltd ("Jetblack") and Pearlglow Investments Pty Ltd ("Pearlglow"), each an Australian non-U.S. person within the meaning of Rule 902(k) of Regulation S, transferred to Nuvora the 500,000 shares of Boumarang common stock subscribed by each of them on October 15, 2024 (1,000,000 Boumarang shares in the aggregate); and (ii) Nuvora simultaneously (a) issued 500,000 shares of Nuvora common stock to each of Jetblack and Pearlglow (1,000,000 Nuvora shares in the aggregate) and (b) delivered 1,000,000 shares of Nuvora common stock to the Company in settlement of the previously unpaid $1,000,000 subscription receivable owed to the Company by Jetblack and Pearlglow. Both the Boumarang shares and the Nuvora shares were valued at $2.00 per share for purposes of the exchange, for an aggregate transaction value of $2,000,000.

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In accordance with ASC 321 and ASC 850, the Company recorded the 1,000,000 shares of Nuvora common stock received as an Investment in private equity securities at $2,000,000, with $1,000,000 representing the in-kind settlement of the previously recorded $1,000,000 subscription receivable owed to the Company and $1,000,000 representing additional paid-in capital reflecting the appreciation in the fair value per share of the underlying Boumarang stock since the original October 15, 2024 subscription. The transaction was approved by the Boards of Directors of both companies. The Boumarang Board determined the per-share value of $2.00 to be a good-faith determination based on, among other factors, the contemporaneous capital structure and pre-IPO posture of both companies. As of December 31, 2025, the Company's investment in Nuvora is supported by an independent qualified valuation specialist in a written IRC §409A valuation report dated January 19, 2026 (See – Exhibit – 10.13), supporting a fair market value of $2.00 per share. No further transactions occurred between the Company and Nuvora during the three months ended March 31, 2026, and the carrying amount of the investment was unchanged at March 31, 2026.

Pursuant to resolutions adopted by the Nuvora Board on October 27, 2025, the Nuvora Share Swap is exempt from the registration requirements of the Securities Act of 1933 pursuant to Section 4(a)(2) and Regulation S thereunder. Neither Jetblack nor Pearlglow is a related party of the Company; their original October 2024 subscriptions were entered into on the same terms as those offered to other Regulation S subscribers.

Boumarang Pty Ltd — Wholly Owned Australian Subsidiary

Boumarang Pty Ltd (ACN 681 831 998; ABN 99 681 831 998) is the Company's wholly owned Australian subsidiary, registered in Western Australia on October 25, 2024. Mr. Victor Turco serves as the sole director of, and authorized signatory for, Boumarang Pty Ltd. As of the date of this prospectus, Boumarang Pty Ltd remains dormant, has not commenced operations, has not generated any revenue, and has no employees, no assets material to the consolidated balance sheet, and no liabilities to third parties. Mr. Turco has, from time to time, executed transaction documents on behalf of certain non-related-party counterparties (including Greenlink, Jetblack, and Pearlglow); each such transaction was approved by our Board of Directors and is described in this prospectus and in the corresponding notes to our consolidated financial statements. Mr. Turco does not serve as a director or executive officer of the Company and does not participate in our Board of Directors' deliberations or votes.

Officer and Director Compensation Arrangements

The Company has not entered into employment agreements with any of its directors or officers, has not adopted any equity-incentive plan, and has no formalized performance compensation, bonus, or other incentive plans. Except as described below, no cash compensation has been paid to any of our directors or officers since our inception. All accrued amounts described below are reflected in accounts payable, related parties or accrued expenses, related parties, as applicable, on our consolidated balance sheets.

Mr. Nehrkorn — CEO Services Accrual

Effective January 1, 2025, the Company began accruing a monthly fee of $10,000 payable to Mr. Nehrkorn for services rendered as Chief Executive Officer. For the year ended December 31, 2025, $120,000 was accrued under this arrangement; for the three months ended March 31, 2026, $30,000 was accrued. No portion of these amounts has been paid in cash.

Mr. Firoz — CFO Services Accrual via Spark Capital

As described under "— Office Lease Reimbursements and Working-Capital Advances — Spark Capital Investments LLC" above, since our inception the Company has been accruing a monthly fee of $20,000 payable to Spark Capital, an entity controlled by Mr. Firoz, for founder services, Chief Financial Officer services, and strategic-consulting services rendered by Mr. Firoz. For the year ended December 31, 2025, $240,000 was accrued under this arrangement; for the period from inception through December 31, 2024, $100,000 was accrued. No portion of these amounts has been paid in cash.

Mr. Sharma — Interim CFO Services

Mr. Sharma was appointed as Interim Chief Financial Officer effective December 2025. He is engaged through a UAE-based fractional CFO services agreement that provides for cash fees that are billed at customary professional services rates and recorded as accrued expenses, related parties, in the period the services are performed. For the year ended December 31, 2025, $2,000 was accrued under this arrangement. The Company has not entered into an employment agreement with Mr. Sharma, and Mr. Sharma is not entitled to any equity awards, bonus, or other compensation from the Company.

Ms. Beaumont — Director

Ms. Beaumont has not received, and is not entitled to receive, any cash compensation, equity awards (other than the 1,000,000 founder shares received via the Mingta Beneficiary structure described above), or other consideration for her service as a Director of the Company.

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Summary of Related-Party Balances

A summary of related-party balances on our consolidated balance sheets is set forth below:

Conflicts of Interest and Related-Party Transaction Approvals

We recognize that the related-party transactions and arrangements described above give rise to potential or actual conflicts of interest. In particular:

(i) Mr. Firoz, as a Director and former Interim Chief Financial Officer and former President and Chief Executive Officer, has a financial interest in each of Spark Capital, Fiber, Hudson Dunes, and SUPA, each of which has had, or from time to time may have, transactions with the Company; Mr. Firoz also serves as Co-Founder and Interim Chief Financial Officer of Nuvora, the counterparty to the October 27, 2025 Nuvora Share Swap, and shares the Company's principal-office address through Nuvora;

(ii) Mr. Nehrkorn, as Chief Executive Officer and a Director, serves concurrently as the Managing Partner of Guinn Partners (in which he holds a 51% membership interest), the Company's principal third-party engineering and development contractor for both the Airdrone Technology and the WaveDrone unmanned surface vessel platform (including the six-phase, 13-month definitive WaveDrone development program currently under negotiation with aggregate contract value approximating $975,000), and Guinn Partners provides the Company with the use of its Austin, Texas research-and-development facility on a no-cash-rent basis; in addition, by virtue of his position as Managing Partner of Guinn Partners and his majority membership interest, Mr. Nehrkorn has sole voting power and sole investment power over the 5,000,000 shares of Common Stock held of record by Guinn Partners (representing 7.69% of our outstanding Common Stock as of the date of this prospectus);

(iii) Mr. Tewari, a member of the Advisory Board, serves as a director of Eastern, the Company's hydrogen-fuel-cell co-development counterparty, and concurrently as Chief Executive Officer of Nuvora, an entity in which Mr. Firoz also serves as Co-Founder and Interim Chief Financial Officer; and

(iv) the Company shares its principal office address at 200 Spectrum Center Drive, Suite 300, Irvine, California 92618 with Nuvora and with one or more of Spark Capital, Fiber, and Hudson Dunes, and certain of the Company's administrative and back-office functions are provided by, or coordinated through, Spark Capital.

Each of the foregoing related-party transactions consummated to date has been approved by our Board of Directors, with the related-party status of the counterparty acknowledged in the supporting Board resolutions. The interested director (whether Mr. Firoz, in respect of transactions with Spark Capital, Fiber, Hudson Dunes, SUPA, and Nuvora; or Mr. Nehrkorn, in respect of transactions with Guinn Partners) has, in each case, abstained from the relevant Board vote, and the disinterested directors have approved the transaction pursuant to Section 144 of the DGCL, having determined that each such transaction is on terms that are fair and reasonable to the Company. Mr. Tewari, as a member of our Advisory Board (which has no voting rights, fiduciary duties, or authority to direct or control the Company's management, operations, or strategic decisions), has not participated in any Board approval of transactions with Eastern.

No independent third-party valuation, fairness opinion, or appraisal was obtained at the time any of the related-party transactions described above was consummated. The deemed per-share value of $1.00 used for the Guinn Partners, Eastern, and T Stamp share issuances was determined in good faith by our Board with reference to contemporaneous cash sales of common stock to non-related-party investors at $1.00 per share. The deemed per-share value of $1.72 used for the SUPA acquisition was determined in good faith by our Board based on the same $1.00 per-share reference value and the negotiated total consideration of $5,000,000. The per-share fair value of $2.00 applied to the Nuvora common stock received by the Company in the October 27, 2025 Nuvora Share Swap was a good-faith determination by our Board, supported, with respect to the year-end carrying amount, by an independent qualified valuation specialist in a written IRC §409A valuation report dated January 19, 2026 (See – Exhibit – 10.13). When finalized, the long-form definitive WaveDrone development agreement with Guinn Partners will be presented to the Board for approval in accordance with the procedures described above, with Mr. Nehrkorn abstaining from the relevant Board vote, and no independent third-party valuation or fairness opinion has been obtained in respect of the proposed engagement.

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We have not adopted a formal written related-party transactions policy, and we have not established an audit committee, a compensation committee, or a nomination and corporate governance committee. We currently rely on our disinterested directors, acting under DGCL §144, to review and approve related-party transactions. We intend to adopt a formal written related-party transactions policy and to establish standing audit, compensation, and nomination and corporate governance committees in connection with our planned listing on a national securities exchange or the OTC Markets (OTCQB or OTCID), as further described under "Management — Board Committees." Until we do so, the absence of these committees and a formal policy may increase the risk that conflicts of interest are not identified or addressed in accordance with best practices for public companies. See "Risk Factors."

Other than as described above and elsewhere in this prospectus, there are no arrangements or understandings between any of our directors, executive officers, or Advisory Board members and any other person pursuant to which such individual was selected as a director, executive officer, or advisor of the Company. Specifically: (i) Mr. Nehrkorn's selection as Chief Executive Officer and Director was not made pursuant to any arrangement or understanding with Guinn Partners or any other person, and Guinn Partners has no right to designate or nominate any director or officer of the Company; and (ii) Mr. Tewari's invitation to serve on the Advisory Board was not the result of any arrangement or understanding with Eastern or any other person, and Eastern has no right to designate or nominate any director or officer of the Company.

Acquisitions of Intellectual Property and Technology from Related Parties (Continued) and Transactions with Other 5%-or-Greater Stockholders

The transactions described below involve certain of our 5%-or-greater stockholders and other counterparties. As described under each heading and under "— Identification of Related Parties" above, each of Shore House IVF and BIO-key International, Inc. is a related party of the Company within the meaning of Item 404(a) of Regulation S-K, while Greenlink Pty Ltd ATF The Debsago Trust and Mr. Dánial Hoydal are not related parties of the Company. Transactions with the non-related parties are disclosed here because of their materiality to our capital structure or our intellectual-property portfolio.

Shore House IVF — Acquisition of WaveDrone Platform (December 31, 2024)

On December 31, 2024, the Company entered into an Asset Purchase and IP Agreement with Shore House IVF, a Faroese corporate entity, pursuant to which we acquired the WaveDrone unmanned surface vessel platform and related intellectual property. Shore House IVF is a related party of the Company within the meaning of Item 404(a) of Regulation S-K because, immediately upon the closing of the Asset Purchase and IP Agreement, Shore House IVF became (and continues to be) a 5%-or-greater beneficial owner of the Company’s outstanding common stock (pursuant to Instruction 1.b.i to Item 404(a)). No director, officer, employee, or controlling stockholder of the Company holds any equity, management, or other interest in Shore House IVF, and Shore House IVF is not otherwise affiliated with any director or officer of the Company. As consideration, the Company issued 3,500,000 shares of common stock at a deemed value of $1.00 per share, for an aggregate transaction value of $3,500,000. Pursuant to Section 9 of the Asset Purchase and IP Agreement (Exhibit 10.4 to the registration statement), Shore House IVF received customary demand and piggyback registration rights with respect to the shares issued, subject to market-standard limitations. The fair value of the consideration transferred was determined by our Board with reference to the contemporaneous $1.00 per share price at which the Company was issuing common stock to non-related-party investors for cash; no independent valuation of the WaveDrone IP was performed at the time of acquisition. Under Section 1.2 of the Asset Purchase and IP Agreement, Shore House IVF retains a contingent right to reverse the transaction and require the return of the WaveDrone intellectual property in exchange for cancellation of the 3,500,000 shares issued if the Company does not list its common stock on a national securities exchange (Nasdaq or NYSE) within twelve months of the closing date. Shore House IVF’s reversal rights consist solely of those provided in Section 1.2 of the Asset Purchase and IP Agreement, and Shore House IVF has no other contractual rights, payment rights, or reversal rights against the Company. As of the date of this prospectus, no funds have been, or are obligated to be, paid by the Company to Shore House IVF, and the Company has no other financial obligations to Shore House IVF.

Separately, in connection with our continuing development of the WaveDrone platform, management has identified an informal, non-binding internal funding plan (the “Internal WaveDrone Funding Plan”) under which the Company may allocate up to $300,000 toward the Guinn Partners six-phase WaveDrone development program (described under “— Guinn Partners LLC” above), subject to the completion of the registered offering described in this prospectus and to the extent that offering proceeds and our other available funds permit, it being understood that this offering is being conducted on a best-efforts basis with no minimum. The Internal WaveDrone Funding Plan is internal to the Company and is not embodied in a written or oral agreement; no funds will be advanced to Shore House IVF under that plan, and Shore House IVF has no rights, contingent or otherwise, with respect to any portion of those funds. See “Business — Intellectual Property,” “Use of Proceeds,” and “Risk Factors.”

The Internal WaveDrone Funding Plan ceiling of $300,000 exceeds the approximately $210,000 of net proceeds we expect from this offering at full subscription, of which only $100,000 is presently allocated to WaveDrone development under "Use of Proceeds." Accordingly, the plan is not fully funded by this offering, and any amounts allocated beyond the offering proceeds available for WaveDrone development would depend on our existing cash, cash generated from operations, or future financing, none of which is committed; there can be no assurance that any such funds will be available, and we may allocate less than $300,000, or nothing, under the plan.

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Greenlink Pty Ltd ATF The Debsago Trust — Subscription Rescission (December 31, 2025)

On October 15, 2024, Greenlink Pty Ltd ATF The Debsago Trust ("Greenlink") subscribed for 1,000,000 shares of our common stock at $1.00 per share for an aggregate subscription price of $1,000,000 pursuant to a Regulation S subscription agreement. Greenlink is not a related party of the Company. As of December 31, 2024, Greenlink had not paid the subscription price, and the $1,000,000 unpaid amount was reflected as a reduction of stockholders' equity (subscription receivable, in accordance with SEC Staff Accounting Bulletin Topic 4:E) on our consolidated balance sheet. On December 31, 2025, the Company and Greenlink entered into a Subscription Rescission and Share Return Agreement, mutually rescinding the original subscription agreement and effecting the return and cancellation of the 1,000,000 subscription shares. No cash consideration was due from either party. The rescission was effected for accounting purposes by reversal of the originally recorded common stock par value ($100), additional paid-in capital ($999,900), and subscription receivable ($1,000,000), resulting in no net change to total stockholders' equity but a reduction of 1,000,000 shares to total issued and outstanding common stock. The transaction had no impact on our results of operations.

BIO-key International, Inc.

BIO-key International, Inc. (“BIO-key”) holds 5,000,000 shares of our common stock as a result of the share-for-share exchange between Fiber and BIO-key described under “— Founder Share Issuances” above. The Company received no cash or other consideration from BIO-key. BIO-key is a related party of the Company within the meaning of Item 404(a) of Regulation S-K because (i) BIO-key acquired its shares from Fiber Food Systems Inc. (an entity controlled by Mr. Imran Firoz, our Director) and (ii) BIO-key has been a 5%-or-greater beneficial owner of the Company’s outstanding common stock continuously since that exchange (pursuant to Instruction 1.b.i to Item 404(a)). No director, officer, or controlling stockholder of the Company holds any equity, management, or other interest in BIO-key, and the Company has no other contractual or commercial relationship with BIO-key.

Mr. Dánial Hoydal — Inventor of WaveDrone Provisional Patent

Mr. Dánial Hoydal is named, together with David Geyti and Eric Davis, as an inventor on U.S. Provisional Patent Application No. 63/727,652 filed December 3, 2024, titled "Self-Righting and Self-Stabilizing Unmanned Surface Vessel," which underpins the WaveDrone platform. Mr. Hoydal does not serve as a director, executive officer, employee, or consultant of the Company in any capacity, has no contractual or compensation arrangement with the Company, and is not a related party of the Company. The non-provisional patent application converted from this provisional application is being prosecuted by Amsel IP Law (Mr. Jason Amsel) on the Company's behalf under reference BLMR-001P; Amsel IP Law is an unaffiliated third party and is not a related party of the Company.

Cross-References

For additional information regarding the related-party transactions described in this section, including the accounting treatment, journal entries, and supporting Board approvals, see Note 4 – Related Party Transactions to our audited consolidated financial statements for the year ended December 31, 2025 and Note 7 – Related Party Transactions to our unaudited consolidated financial statements for the three months ended March 31, 2026, each included elsewhere in this prospectus. For information regarding the conflicts of interest that may arise from the foregoing relationships, see "Risks Related to Conflicts of Interest." For information regarding our directors, officers, and Advisory Board members and their respective business affiliations, see "Management" and "— Arrangements and Understandings Regarding Selection of Directors and Officers."

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The following descriptions are summaries of the material terms of our Certificate of Incorporation and Bylaws, and of the DGCL. Because the following is only a summary, it does not contain all of the information that may be important to you. For a complete description, you should refer to our Certificate of Incorporation and Bylaws, copies of which have been filed as exhibits to the registration statement of which this prospectus is part.

Common Stock

Outstanding and Authorized Shares

The Company’s outstanding shares of Common Stock have a par value of $0.0001 per share. The Company’s certificate of Incorporation authorizes 100,000,000 shares of Common Stock. As of the date of this prospectus, we had 65,056,977 shares of our Common Stock issued and outstanding.

Voting

The holders of Common Stock are entitled to one vote per share on all matters submitted to a vote of the stockholders. Holders of Common Stock do not have cumulative voting rights. Persons who hold a majority of the outstanding shares of our Common Stock entitled to vote on the election of directors can elect all of the directors who are eligible for election.

Voting Rights; Election of Directors

Pursuant to Article I, Section 11 of our Bylaws, directors are elected by a plurality of the votes cast by the holders of shares entitled to vote in the election of directors, present in person or by proxy, at a meeting of stockholders at which a quorum is present.

Accordingly, the nominees receiving the highest number of votes cast will be elected as directors, even if such nominees do not receive a majority of the votes cast.

Stockholder Voting Rights and Required Vote for Stockholder Action

Except as otherwise required by applicable law, our Certificate of Incorporation, or our Bylaws:

·Each share of common stock is entitled to one vote on all matters submitted to stockholders. 

·Election of directors: plurality of the votes cast. 

·Amendments to the Certificate of Incorporation: approval by a majority of the outstanding shares entitled to vote, unless a greater vote is required by Delaware law. 

·Amendments to the Bylaws: may be adopted, amended, or repealed by: 

Øthe Board of Directors; or 

Øthe affirmative vote of a majority of the outstanding shares entitled to vote. 

·Other matters submitted to stockholders: approval by a majority of the votes cast at a meeting at which a quorum is present, unless a higher vote is required by law or governing documents. 

There is no cumulative voting in the election of directors.

Quorum Requirements

A quorum for the transaction of business at a meeting of stockholders consists of the presence, in person or by proxy, of the holders of a majority of the outstanding shares of common stock entitled to vote at such meeting.

No Supermajority Voting Provisions

Our Certificate of Incorporation and Bylaws do not contain supermajority voting provisions applicable to:

·the election or removal of directors; 

·approval of mergers or asset sales; or 

·other corporate actions, except as may be required by Delaware law. 

Dividends

Holders of our Common Stock are entitled to share equally in dividends, if any, as may be declared from time to time by our Board of Directors.

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Liquidation

In the event of liquidation, dissolution, or winding up of our Company, subject to the preferential liquidation rights of any series of preferred stock that we may from time to time designate, the holders of our Common Stock are entitled to share ratably in all of our assets remaining after payment of all liabilities and preferential liquidation rights.

Other Rights and Preferences

Holders of our Common Stock have no conversion, exchange, sinking fund, redemption, or appraisal rights (other than such as may be determined by the Board of Directors in its sole discretion) and have no preemptive rights to subscribe for any of our securities.

Preferred Stock

We are currently authorized to issue up to 10,000,000 shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”), of which zero shares are issued and outstanding.

Penny Stock Rules

Our common stock is expected to be classified as a “penny stock” as defined in Rule 3a51-1 under the Securities Exchange Act of 1934, as amended. Generally, a security is considered a penny stock if:

·it is not listed on a national securities exchange, 

·it has a market price of less than $5.00 per share, and 

·it is not otherwise exempt from the definition. 

Broker-dealers engaged in transactions in penny stocks are subject to additional sales practice requirements imposed by the SEC. These rules require, among other things, that broker-dealers:

·provide purchasers with a document describing the risks of investing in penny stocks, 

·make a special suitability determination for the purchaser, and 

·obtain the purchaser’s written agreement to the transaction prior to sale. 

These requirements may make it more difficult for broker-dealers to effect transactions in our common stock, which could reduce the liquidity of our shares and have an adverse effect on the trading market, if one develops.

Investors should be aware that the market for penny stocks is often less liquid than that for securities listed on a national exchange, and as a result, you may find it more difficult to dispose of, or obtain accurate quotations for, our common stock.

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INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our Certificate of Incorporation and Bylaws limit the liability of directors to the fullest extent permitted by the Delaware corporation laws. In addition, our Certificate of Incorporation and Bylaws provide that we will fully indemnify our directors and officers permitted by law.

Every person who was or is a party to, or is threatened to be made a party to, or is involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he, or a person of whom he is the legal representative, is or was a director or officer of the Company, or is or was serving at the request of the Company as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust, or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the laws of the State of Delaware from time to time against all expenses, liability, and loss (including attorneys’ fees judgments, fines, and amounts paid or to be paid in settlement) reasonably incurred or suffered by him in connection therewith. Such right of indemnification shall be a contract right, which may be enforced in any manner desired by such person. The expenses of officers and directors incurred in defending a civil or criminal action, suit, or proceeding must be paid by the Company as they are incurred and in advance of the final disposition of the action, suit, or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if a court of competent jurisdiction ultimately determines it that he is not entitled to be indemnified by the company. Such right of indemnification shall not be exclusive of any other right which such directors, officers, or representatives may have or hereafter acquire, and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of shareholders, provision of law, or otherwise.

Without limiting the application of the foregoing, the Board of Directors may adopt bylaws from time to time with respect to indemnification, to provide at all times the fullest indemnification permitted by the laws of the State of Delaware, and may cause the Company to purchase and maintain insurance on behalf of any person who is or was a director or officer of the Company, or is or was serving at the request of the Company as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust, or other enterprise against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the Company would have the power to indemnify such person. The indemnification provided shall continue as to a person who has ceased to be a director, officer, employee, or agent, and shall inure to the benefit of the heirs, executors, and administrators of such person.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, or persons controlling the Company pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

We have not entered into any agreements with our directors and executive officers that require us to indemnify these persons against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred (including expenses of a derivative action) in connection with any proceeding, whether actual or threatened, to which any such person may be made a party by reason of the fact that the person is or was a director or officer of our Company or any of our affiliated enterprises. We do not maintain any policy of directors’ and officers’ liability insurance that insures its directors and officers against the cost of defense, settlement, or payment of a judgment under any circumstances.

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Prior to this offering, there has been no public market for our Common Stock, and we cannot predict what effect, if any, market sales of shares of our Common Stock or the availability of shares of our Common Stock for sale will have on the market price of our Common Stock prevailing from time to time. Nevertheless, sales of substantial amounts of our Common Stock in the public market, or the perception that such sales could occur, could materially and adversely affect the market price of our Common Stock and could impair our future ability to raise capital through the sale of our equity or equity-related securities at a time and price that we deem appropriate. See “Risk Factors - Risks Related to Our Common Stock and This Offering: Risk Factor 43 – Future sales or issuances of our securities, or the perception that such sales or issuances may occur, could depress the market price of our common stock and be dilutive to existing stockholders.”

Lock-up Agreements

Each of our directors and executive officers, for a period of 90 days after the date of commencement of sales under this offering, and holders of 5% or more of our issued and outstanding shares of Common Stock, for a period of 90 days after the date of commencement of sales under this offering, will agree, subject to certain exceptions, not to sell or pledge, directly or indirectly, any number of shares of Common Stock issued by us or any securities convertible into or exercisable or exchangeable for shares of Common Stock.

In addition, we have agreed, subject to certain exceptions, not to sell, transfer, or otherwise dispose of any shares of our capital stock or any securities convertible into or exercisable or exchangeable for shares of our capital stock for a period of 90 days after the date of the closing of this offering.

Regulation S

Regulation S under the Securities Act provides that securities owned by any person may be sold without registration in the United States, provided that the sale is effected in an “offshore transaction” and no “directed selling efforts” are made in the United States (as these terms are defined in Regulation S) and subject to certain other conditions. In general, this means that shares of our Common Stock may be sold in some manner outside the United States without requiring registration in the United States.

Rule 144

In general, under Rule 144 as currently in effect, persons who became the beneficial owner of shares of our Common Stock prior to the completion of this offering may sell their shares upon the earlier of (i) the expiration of a six-month holding period, if we have been subject to the reporting requirements of the Exchange Act for at least 90 days prior to the date of the sale and have filed all reports required thereunder or (ii) the expiration of a one-year holding period.

At the expiration of the six-month holding period (assuming we have been subject to the reporting requirements of the Exchange Act for at least 90 days and have filed all reports required thereunder), a person who was not one of our affiliates at any time during the three months preceding a sale would be entitled to sell an unlimited number of shares of our Common Stock, and a person who was one of our affiliates at any time during the three months preceding a sale would be entitled to sell, within any three months, a number of shares of our Common Stock that does not exceed the greater of either of the following:

●1% of the number of shares of our Common Stock then outstanding, which will equal approximately 661,819 shares immediately after the completion of this offering; or 

●The average weekly trading volume of our Common Stock on the OTC during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale. 

At the expiration of the one-year holding period, a person who was not one of our affiliates at any time during the three months preceding a sale would be entitled to sell an unlimited number of shares of our Common Stock without restriction. A person who was one of our affiliates at any time during the three months preceding a sale would remain subject to the volume restrictions described above.

Sales under Rule 144 by our affiliates are also subject to the manner of sale provisions and notice requirements and to the availability of current public information about us.

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The following discussion is a summary of the material U.S. federal income tax consequences to Non-U.S. Holders (as defined below) of the purchase, ownership, and disposition of our Common Stock issued pursuant to this offering, but does not purport to be a complete analysis of all potential tax effects. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local, or non-U.S. tax laws are not discussed. This discussion is based on the Code, Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the U.S. Internal Revenue Service, or the IRS, in each case in effect as of the date hereof. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect a Non-U.S. Holder of our Common Stock. We have not sought and will not seek any rulings from the IRS regarding the matters discussed below. There can be no assurance that the IRS or a court will not take a contrary position to that discussed below regarding the tax consequences of the purchase, ownership, and disposition of our Common Stock.

This discussion is limited to Non-U.S. Holders that hold our Common Stock as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all U.S. federal income tax consequences relevant to a Non-U.S. Holder’s particular circumstances, including the impact of the Medicare contribution tax on net investment income. In addition, it does not address consequences relevant to Non-U.S. Holders subject to special rules, including, without limitation:

●U.S. expatriates and former citizens or long-term residents of the United States; 

●persons subject to the alternative minimum tax; 

●persons holding our Common Stock as part of a hedge, straddle, or other risk reduction strategy or as part of a conversion transaction, or other integrated investment; 

●banks, insurance companies, and other financial institutions; 

●brokers, dealers, or traders in securities; 

●“controlled foreign corporations,” “passive foreign investment companies,” and corporations that accumulate earnings to avoid U.S. federal income tax; 

●partnerships, other entities, or arrangements treated as partnerships for U.S. federal income tax purposes (and investors therein); 

●tax-exempt organizations or governmental organizations; 

●persons deemed to sell our Common Stock under the constructive sale provisions of the Code; 

●persons who hold or receive our Common Stock pursuant to the exercise of any employee stock option or otherwise as compensation; 

●tax-qualified retirement plans; 

●“qualified foreign pension funds” and entities, all of the interests of which are held by qualified foreign pension funds; and 

●persons subject to special tax accounting rules as a result of any item of gross income with respect to our Common Stock being taken into account in an applicable financial statement. 

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds our Common Stock, the tax treatment of a partner in the partnership will depend on the status of the partner, the activities of the partnership, and certain determinations made at the partner level. Accordingly, partnerships (and entities or arrangements treated as partnerships for U.S. federal income tax purposes) holding our Common Stock and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences to them.

THIS DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT TAX ADVICE. INVESTORS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL, OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

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Definition of a Non-U.S. Holder

For purposes of this discussion, a “Non-U.S. Holder” is any beneficial owner of our Common Stock that is neither a “U.S. person” nor an entity treated as a partnership for U.S. federal income tax purposes. A U.S. person is any person that, for U.S. federal income tax purposes, is or is treated as any of the following:

●an individual who is a citizen or resident of the United States; 

●a corporation or entity treated as a corporation that is created or organized under the laws of the United States, any state thereof, or the District of Columbia; 

●an estate, the income of which is subject to U.S. federal income tax regardless of its source; or 

●A trust that (i) is subject to the primary supervision of a U.S. court and the control of one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code), or (ii) has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes. 

Distributions

As described in the section titled “Dividend Policy,” we do not currently intend to pay any cash dividends on our capital stock in the foreseeable future. However, let's make distributions of cash or property on our Common Stock. Such distributions will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Amounts not treated as dividends for U.S. federal income tax purposes will constitute a return of capital and first be applied against and reduce a Non-U.S. Holder’s adjusted tax basis in its Common Stock, but not below zero. Any excess will be treated as capital gain and will be treated as described below under “- Sale or Other Taxable Disposition.”

Subject to the discussions below on effectively connected income, backup withholding and the Foreign Account Tax Compliance Act, or FATCA, dividends paid to a Non-U.S. Holder of our Common Stock will be subject to U.S. federal withholding tax at a rate of 30% of the gross amount of the dividends (or such lower rate specified by an applicable income tax treaty, provided the Non-U.S. Holder furnishes a valid IRS Form W-8BEN or W-8BEN-E (or other applicable documentation) certifying qualification for the lower treaty rate). A Non-U.S. Holder that does not timely furnish the required documentation, but that qualifies for a reduced treaty rate, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. Non-U.S. Holders should consult their tax advisors regarding their entitlement to benefits under any applicable income tax treaty.

If dividends paid to a Non-U.S. Holder are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment or fixed base in the United States to which such dividends are attributable), the Non-U.S. Holder will be exempt from the U.S. federal withholding tax described above. To claim the exemption, the Non-U.S. Holder must furnish to the applicable withholding agent a valid IRS Form W-8ECI, certifying that the dividends are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States.

Any such effectively connected dividends generally will be subject to U.S. federal income tax on a net income basis at the regular rates. A Non-U.S. Holder that is a corporation also generally will be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on its effectively connected earnings and profits attributable to such dividends, as adjusted for certain items. Non-U.S. Holders should consult their tax advisors regarding any applicable tax treaties that may provide for different rules.

Sale or Other Taxable Disposition

Subject to the discussions below regarding backup withholding, a Non-U.S. Holder will not be subject to U.S. federal income tax on any gain realized upon the sale or other taxable disposition of our Common Stock unless:

●the gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment or fixed base in the United States to which such gain is attributable); 

●the Non-U.S. Holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the disposition, and certain other requirements are met; or 

●Our Common Stock constitutes a U.S. real property interest, or USRPI, by reason of our status as a U.S. real property holding corporation, or USRPHC, for U.S. federal income tax purposes. 

Gains described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at the regular U.S. federal income rates applicable to U.S. persons. A Non-U.S. Holder that is a corporation also generally will be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on its effectively connected earnings and profits attributable to such gain, as adjusted for certain items.

Gain described in the second bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty), which may be offset by U.S. source capital losses of the Non-U.S. Holder (even though the individual is not considered a resident of the United States), provided the Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses.

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With respect to the third bullet point above, we believe we currently are not, and do not anticipate becoming, a USRPHC. However, because the determination of whether we are a USRPHC depends on the fair market value of our USRPIs relative to the fair market value of our non-U.S. real property interests and our other business assets, there can be no assurance that we are not currently a USRPHC or will not become one in the future. Even if we are or were to become a USRPHC, gain arising from the sale or other taxable disposition by a Non-U.S. Holder of our Common Stock will not be subject to U.S. federal income tax if our Common Stock is “regularly traded,” as defined by applicable Treasury Regulations, on an established securities market, and such Non-U.S. Holder owned, actually and constructively, 5% or less of our Common Stock throughout the shorter of the five years ending on the date of the sale or other taxable disposition or the Non-U.S. Holder’s holding period. If we are a USRPHC and either our Common Stock is not regularly traded on an established securities market or a Non-U.S. Holder holds more than 5% of our Common Stock, actually or constructively, during the applicable testing period, such Non-U.S. Holder will generally be taxed on any gain in the same manner as gain that is effectively connected with the conduct of a U.S. trade or business, except that the branch profits tax generally will not apply.

Non-U.S. Holders should consult their tax advisors regarding any applicable income tax treaties that may provide for different rules.

Information Reporting and Backup Withholding

Payments of dividends on our Common Stock will not be subject to backup withholding, provided the holder either certifies its non-U.S. status by furnishing a valid IRS Form W-8BEN, W-8BEN-E, or W-8ECI or otherwise establishes an exemption. However, information returns are required to be filed with the IRS in connection with any dividends on our Common Stock paid to the Non-U.S. Holder, regardless of whether any tax was actually withheld. In addition, proceeds of the sale or other taxable disposition of our Common Stock within the United States or conducted through certain U.S.-related brokers generally will not be subject to backup withholding or information reporting, if the applicable withholding agent receives the certification described above or the holder otherwise establishes an exemption. Proceeds of a disposition of our Common Stock conducted through a non-U.S. office of a non-U.S. broker that does not have certain enumerated relationships with the United States generally will not be subject to backup withholding or information reporting.

Copies of information returns that are filed with the IRS also may be made available under the provisions of an applicable treaty or agreement to the tax authorities of the country in which the Non-U.S. Holder resides or is established.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a Non-U.S. Holder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS.

Additional Withholding Tax on Payments Made to Foreign Accounts

Withholding taxes may be imposed under Sections 1471 to 1474 of the Code (commonly referred to as FATCA) on certain types of payments made to non-U.S. financial institutions and certain other non-U.S. entities. Specifically, a 30% withholding tax may be imposed on dividends on our Common Stock paid to a “foreign financial institution” or a “non-financial foreign entity” (each as defined in the Code), unless such Non-U.S. Holder provides a properly completed IRS Form W-8BEN-E or W-8BEN-IMY claiming an exemption from FATCA withholding.

Under the applicable Treasury Regulations and administrative guidance, withholding under FATCA generally applies currently to payments of dividends on our Common Stock. While withholding under FATCA would have also applied to payments of gross proceeds from the sale or other disposition of our Common Stock, proposed Treasury Regulations eliminate FATCA withholding on payments of gross proceeds. Taxpayers generally may rely on these proposed Treasury Regulations until final Treasury Regulations are issued.

Prospective investors should consult their tax advisors regarding the potential application of withholding under FATCA to their investment in our Common Stock.

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Prior to this offering, there was no active public market for our common stock. The offering price of the common stock was determined arbitrarily by us. Our offering price may not take into account factors normally considered in determining the offering price of the common stock: such as, our capital structure and historical and projected financial performance; prevailing market conditions and valuations for comparable publicly traded companies; the current state of the securities markets, particularly for emerging growth companies; estimates of our business potential and earnings prospects; and the demand expected by us for the securities in this offering. We cannot assure investors that an active trading market for the common stock will develop, or that after the offering, the common stock will trade in the public market at or above its offering price.

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This is a self-underwritten offering. We are offering up to 125,000 shares of our common stock at a price of $2.00 per share. The offering will terminate on the earlier of (i) the date on which all 125,000 shares are sold, or (ii) 365 days from the date of this prospectus, unless extended by us for an additional period not to exceed 90 days. There is no minimum number of shares that must be sold in this offering.

Offering by Officers and Directors

The shares will be offered and sold by our officers and directors on our behalf. Specifically, Ms. Candice Beaumont, Non-Executive Director, Mr. Craig Nehrkorn, Chief Executive Officer and Director, and Mr. Imran Firoz, Director and former Interim Chief Financial Officer and former President and Chief Executive Officer, will be primarily responsible for offering and selling the shares.

Our officers and directors will sell shares by means of personal contacts with friends, family members, business associates, and other persons with whom they have pre-existing relationships. We may also utilize the internet, social media, and other means of communication to disseminate information about this offering. All such communications will be made in compliance with applicable securities laws.

No Underwriter; No Broker-Dealer