AMPGZ

You should carefully consider all of the risks described below, together with the other information contained in this report, including the financial statements, before making a decision to invest in our common stock or Series Rights.
We incurred net losses of $7,007,155 and $11,242,404 in fiscal year ended December 31, 2025 and 2024, respectively.
As of December 31, 2025, we had an accumulated deficit of $28,019,282.
There is no assurance that the Second Milestone of Asset Purchase Agreement will be achieved or that we will realize the anticipated benefits.
On March 26, 2025, the Company entered into the Titan APA.
Although it is currently anticipated that the Second Milestone will be achieved by the second quarter of 2026, there is no assurance that the Second Milestone will be achieved.
There can be no guarantees that the transactions contemplated by the Titan APA will be completed and that the acquisition of the assets will materialize into purchase orders and new customers and generate the financial and strategic benefits we expected.
In addition, purchase orders are subject to cancellation, modification or delays, which could negatively impact on our revenues and return on investment.
We have entered into non-binding letter of intent for purchase orders and there is no assurance that we will enter into definitive purchase orders or generate revenues as expected.
On March 20, 2025, the Company entered a non-binding letter of intent with a contract manufacturer on behalf of its end user for the purchase of $78 million of the Company’s Oran radios.
There is no assurance that the letter of intent will result in a series of definitive purchase orders or generate any revenues as expected.
As of March 16, 2026, the Company has received a total of approximately US$5M in funded purchase orders from our customers.
These orders started shipping out in late December 2025 and are anticipated to be completed within Q2 of 2026 at which time the Company expects to receive additional follow-up orders.
Significant Dependence on Single Customer.
We serve a diverse customer base located primarily in the United States, Europe and South Asia, in the aerospace, governmental defense, commercial satellite and wireless industries which includes mobile network operators, private network providers, systems integrators, OEMs, government and defense-related organizations, research and academic institutions, and commercial enterprises seeking advanced RF, microwave, semiconductor, and Open RAN 5G solutions.
We have both direct and indirect relationships with these customers domestically and abroad via exclusive and non-exclusive sales representatives.
As of December 31, 2025, there was one customer that accounted for approximately 42.86% of total sales compared to one customer that accounted for approximately 13.97% of total sales for the year ending December 31, 2024.
We cannot assure you that we will maintain this customer relationship at the current level, or at all.
The loss of this customer, a significant reduction in orders, or unfavorable changes to the terms of our relationship could materially and adversely affect our business, financial condition, results of operations and cash flows.
We are actively seeking to diversify our customer base, however, there is no assurance that we will be successful in reducing our reliance on this one customer.
The Company is dependent on the global supply chain and may experience supply chain constraints, as well as increased costs on components and shipping.
The Company may experience supply chain constraints which may slow down production and may negatively impact the timing of deploying ASRs (Available Supply Rate) to our clients.
In 2025, the United States announced tariffs on imports from a broad range of countries, including the European Union, Canada, Mexico, and China.
As of December 31, 2025, the U.S. has implemented country-specific trade agreements with key partners including the European Union, Japan, and the United Kingdom, providing for modified tariff structures and industry-specific exemptions.
The U.S. continues to negotiate trade agreements with other countries, including China, which currently has varying reciprocal tariffs.
Supreme Court invalidated many of the global tariffs previously imposed under the International Emergency Economic Powers Act of 1977 (the “IEEPA”) and the U.S.
Customs and Border Protection subsequently announced that IEEPA-based tariff provisions would be terminated effective February 24, 2026.
However, tariffs imposed under other authorities, including Section 232 of the Trade Expansion Act of 1962 and Section 301 of the Trade Act of 1974, remain in effect, and the U.S. government has indicted that it may pursue additional or replacement tariffs under alternative legal authorities, including temporary measures under Section 122 of the Trade Act of 1974.
If maintained, these announced new tariffs, as well as related measures that could be taken by other countries and the potential escalation of trade disputes, are expected to affect our business and results of operations.
The tariff environment remains highly uncertain and subject to rapid change.
We continue to monitor developments closely, including pending legal challenges to certain tariff authorities, updated guidance from regulators, retaliatory measures, resolution of trade agreements and ongoing negotiations with additional trade partners.
In addition, uncertainty regarding the availability, timing and amount of any refunds or other relief relating to previously paid duties may affect our cash flows and results in future periods.
We cannot predict the scope, timing or ultimate impact of these developments on our business.
Any adverse financial or economic impact on our customers may impact their ability to pay in a timely manner or result in their inability to pay.
Breaches of network or information technology security, natural disasters or terrorist attacks could have an adverse effect on our business Cyber-attacks or other breaches of network or information technology (IT) security, natural disasters, terrorist acts or acts of war may cause equipment failures or disrupt our systems and operations.
A shift in sales mix between our higher margin products could adversely affect our gross margins, and there can be no assurance that we will be able to maintain our historical gross margins.
Defects, errors in or interoperability issues with our products or the failure of our products to operate as expected could affect our reputation, result in significant costs for us and impair our ability to sell our products.
Customers and end users may discover errors, defects or incompatibility in our products only after they have been fully deployed.
Claims of this sort could harm our relationships with our customers or distributors and might deter future customers from doing business with us.
We may incur substantial costs enforcing or acquiring intellectual property rights and defending against third-party claims because of litigation or other proceedings.

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Gone since FY2024

You should carefully consider all of the risks described below, together with the other information contained in this report, including the financial statements, before making a decision to invest in our common stock.
We incurred net losses of $11,242,404 in 2024 and $2,465,439 in 2023.
As of December 31, 2024, we had an accumulated deficit of $21,012,127.
There is no assurance that the Asset Purchase Agreement will close or that even if we close we will realize the anticipated benefits.
On March 26, 2025, the Company entered into the Asset Purchase Agreement.
The closing of the Asset Purchase Agreement is subject to the occurrence of certain closing conditions, which include actions to be taken by a certain third-party customer.
There can be no guarantees that the closing conditions will be met satisfied.
Even if the transactions contemplated by the Asset Purchase Agreement is completed, the acquisition of the assets may not materialize into purchase orders and new customers and generate the financial and strategic benefits we expected.
In addition, purchase orders are subject to cancellation, modification or delays, which could negatively impact our revenues and return on investment.
We have entered into non-binding letter of intent for purchase orders and there no assurance that we will enter into definitive purchase orders or generate revenues as expected.
On March 20, 2025, the Company entered into a non-binding letter of intent with a contract manufacturer on behalf of its end user for the purchase of $78 million of the Company’s Oran radios.
There is no assurance that the letter of intent will result in a series of definitive purchase orders or generate revenues as expected.
The Company is dependent on the global supply chain and has in the past experienced supply chain constraints, as well as increased costs on components and shipping.
The Company has experienced supply chain constraints which have slowed down production which may negatively impact the timing of deploying ASRs (Available Supply Rate) to our clients.
On February 1, 2025, the U.S. government announced a 25% tariff on product imports from certain countries, including Mexico and Canada, and 10% tariffs on product imports from certain countries, including China.
On February 3, 2025, the prospective tariffs on Canada and Mexico were deferred for 30 days, though the execution of these tariff increases remain possible beyond the current short-term reprieve.
The 10% additional tariff on all imports from China went into effect, and on February 4, 2025, China retaliated with various levels of tariffs on certain products imported into that country from the U.S.
The extent and duration of the tariffs and the resulting impact on general economic conditions and on our business are uncertain and depend on various factors, such as negotiations between the U.S. and affected countries, the responses of other countries or regions, exemptions or exclusions that may be granted, availability and cost of alternative sources of supply, and demand for our products in affected markets.
Further, actions we take to adapt to new tariffs or trade restrictions may cause us to modify our operations or forgo business opportunities.
There can be no assurances that these disruptions will not continue or increase in the future, with the previously mentioned countries or additional countries with which we do business.
We cannot predict future trade policy or the terms of any renegotiated trade agreements and their impact on our business.
Any adverse financial or economic impact to our customers may impact their ability to pay in a timely manner or result in their inability to pay.
A shift in sales mix away from our higher margin products could adversely affect our gross margins, and there can be no assurance that we will be able to maintain our historical gross margins.
Defects, errors in or interoperability issues with our products or the failure of our products to operate as expected could affect our reputation, result in significant costs to us and impair our ability to sell our products.
Customers and end users may discover errors, defects or incompatibilities in our products only after they have been fully deployed.
Claims of this sort could harm our relationships with our customers or distributor and might deter future customers from doing business with us.
We may incur substantial costs enforcing or acquiring intellectual property rights and defending against third-party claims as a result of litigation or other proceedings.
If we are unable to prevent unauthorized material disclosure of our intellectual property to third parties, or misappropriation of our intellectual property by third parties, we will not be able to establish or maintain a competitive advantage in our market, which could materially adversely affect our business, operating results and financial condition.
We typically sell to channel partners and end users, and we consequently have limited visibility into future end-user demand, which could adversely affect our revenue forecasts and operating margins.
Maqbool is not bound by any employment contract to remain with us for a specified period.
Our management has identified material weaknesses in our internal control over financial reporting related to lack of segregation of duties resulting from our limited personnel and ineffective control over financial statement disclosure as controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements and has concluded that, due to such material weaknesses, our disclosure controls and procedures were not effective as of December 31, 2024 and 2023.
In addition, during the three months ended March 31, 2024, we made several transactions in digital currency in the total amount of approximately $3.25 million (the “Digital Currency Investment”) which was fraudulently induced.
As a result, we identified further additional material weaknesses regarding our internal controls over financial reporting including, but not limited to, the lack of segregation of duties involved in the execution and approvals of wire transfers for material investments in digital assets.
On October 31, 2024, the Company received a shareholder letter demanding that the Company’s Board take action against certain and/or former officers and directors of the Company asserting violations of fiduciary duties of good faith, loyalty and due care, and/or the aiding and abetting of such breaches of fiduciary duty in connection with the Digital Currency Investment.
We have established a Board committee to review this letter and to prepare a response thereto.
In addition, as previously discussed, the Company’s Board has taken steps and adopted procedures in response to the material weakness related to the Digital Currency Investment.
If not remediated, or if we identify further material weaknesses in our internal controls, our failure to establish and maintain effective disclosure controls and procedures and internal control over financial reporting could result in material misstatements in our financial statements and a failure to meet our reporting and financial obligations, each of which could have a material adverse effect on our financial condition and the trading price of our common stock.
We cannot assure favorable outcomes in litigation or administrative proceedings.
Acquisitions may expose us to additional risks.
The purchase price for some acquisitions may include additional amounts to be paid in cash in the future, a portion of which may be contingent on the achievement of certain future operating results of the acquired business.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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