FABC

See “Forward-Looking Statements; Risk Factor Summary.” These risk factors may be important to understanding other statements in this Annual Report on Form 10-K.
Risks Related to Our Business We have a history of losses and have never been profitable.
We incurred net loss of approximately $21.8 million and net loss of $1.8 million for the years ended December 31, 2025 and 2024, respectively.
As of December 31, 2025, we had an accumulated deficit of approximately $139 million.
We did not generate revenue during 2025 and may not generate revenue in future periods.
During the year ended December 31, 2025, we did not generate revenue.
Our current activities consist primarily of managing digital assets, marketable securities and cash resources.
We may not generate operating revenue in future periods.
As a result, our ability to increase stockholder value is currently dependent on the performance of our investment portfolio and our ability to manage liquidity effectively and access to capital markets.
If capital markets become unfavorable or inaccessible, we may be unable to raise additional funds on acceptable terms, if at all.
There can be no assurance that our strategy will result in increased stockholder value.
Our business model has changed, and our historical operating results may not be indicative of future performance.
Historically, we operated as a manufacturer and seller of electric vehicles.
During 2025, we transitioned away from those activities and are now focused on digital asset treasury management and management of marketable securities.
As a result, our historical financial statements are not indicative of our current operations or future performance.
Investors may have difficulty evaluating our business due to the absence of historical operating performance under our current strategy.
We continuously evaluate our business strategy and may modify our strategy as necessary to respond to developments in our business and other factors, and any such modification, if not successful, could have a material adverse effect on our business, financial condition, and results of operations.
We continuously evaluate our business strategy and modify our plans as necessary to achieve our objectives in response to changing circumstances.
As part of such a process, we may delay, modify or discontinue our business strategy in the digital asset sector and choose alternative approaches if we believe such changes would be in our best interest.
We have implemented such changes in our business strategy and may continue to do so in the future.
There can be no assurances that changes that we implement will be successful or that, after implementation of any such changes, that we will not refocus our efforts on new or different objectives.
Our financial results are highly dependent on the performance of digital assets and marketable securities.
A significant portion of our assets consists of digital assets and marketable securities.
The value of these assets may fluctuate significantly due to market volatility, changes in investor sentiment, macroeconomic conditions, regulatory developments, liquidity conditions, technological developments, and other factors beyond our control.
Digital assets in particular are highly volatile and may experience substantial price declines over short periods of time.
If the value of our digital assets or marketable securities declines materially, our financial condition and stockholders’ equity could be adversely affected.
Digital assets are subject to extreme price volatility and may experience significant declines in value.
Digital asset markets have historically experienced extreme price volatility, including rapid and substantial decreases in value.
Market prices may fluctuate due to factors such as: ● regulatory developments; ● technological changes or perceived vulnerabilities; ● market manipulation; ● macroeconomic trends; ● security breaches or failures of digital asset platforms; and ● changes in market liquidity.
There is no assurance that digital asset markets will continue to develop or that digital assets will retain long-term value.
Any sustained decline in the value of digital assets could materially and adversely affect our financial condition.
Digital asset custody and security risks could result in the loss of our assets.
Digital assets are susceptible to theft, loss, hacking, cyber intrusion, and other security breaches.
If private keys are lost, compromised, or destroyed, we may lose access to our digital assets permanently.
While we utilize custody solutions and internal controls designed to safeguard our holdings, no system is entirely immune from security risks.
Any loss of digital assets could have a material adverse effect on our financial condition.
We may be deemed an investment company under the Investment Company Act of 1940, as amended.
Because a substantial portion of our assets consists of digital assets and marketable securities, there is a risk that we could be deemed an “investment company” under the Investment Company Act of 1940, as amended.
If we were required to register as an investment company, we would become subject to significant regulatory requirements and restrictions that could materially limit our ability to operate our business as currently structured.
We believe we are not currently required to register as an investment company; however, this determination depends on complex legal standards and evolving interpretations.

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Gone since FY2024

See “Forward-Looking Statements; Risk Factor Summary.” These risk factors may be important to Risks Related to Our Business Our consolidated financial statements have been prepared on a going concern basis; we must raise additional capital to fund our operations in order to continue as a going concern.
In its report dated March 31, 2025, Marcum LLP, our independent registered public accounting firm, expressed substantial doubt about our ability to continue as a going concern as we have suffered recurring losses from operations and have insufficient liquidity to fund our future operations.
If we are unable to improve our liquidity position, we may not be able to continue as a going concern.
The accompanying consolidated financial statements do not include any adjustments that might result if we are unable to continue as a going concern and, therefore, be required to realize our assets and discharge our liabilities other than in the normal course of business which could cause investors to suffer the loss of all or a substantial portion of their investment.
As of December 31, 2024, we had approximately $16.0 million of cash and cash equivalents and $4.1 million in marketable securities.
In order to have sufficient cash to fund our operations in the future, we will need to raise additional equity or debt capital and cannot provide any assurance that we will be successful in doing so.
If are unable to raise sufficient capital to fund our operations, we may need to delay, reduce or eliminate certain research and development programs or other operations, sell some or all of our assets or merge with another entity.
We have a history of losses and have never been profitable.
We incurred net loss of approximately $1.8 million and net loss of $34.2 million for the years ended December 31, 2024 and 2023, respectively.
As of December 31, 2024, we had an accumulated deficit of approximately $117 million.
Our ability to generate revenue and achieve profitability depends mainly upon our ability, alone or with others, to successfully market our products to meet the market demand and maintain compliance with the rules, regulations and laws of federal, state, local and international governmental bodies.
We may be unable to achieve any or all of these goals with regard to our products.
Our future vehicle roadmap requires significant investment prior to commercial introduction, but these vehicles may never be successfully designed, engineered, manufactured or sold.
Moreover, scaling up of our operations, launching additional products and expanding our sales territories will require significant additional investment.
We will continue to incur losses until such time that our vehicle sales volume supports our underlying overhead costs.
As a result, we may never be profitable or achieve significant and/or sustained revenues.
Even if we are successful in generating revenue and increasing our customer base, we may not become profitable in the future or may be unable to maintain any profitability achieved if we fail to increase our revenue and manage our operating expenses or if we incur unanticipated liabilities.
The market for our products is developing and may not develop as expected.
The market for our electric vehicles is developing and may not develop as expected.
The market for alternative fuel vehicles is relatively new, rapidly evolving, characterized by rapidly changing technologies, price competition, additional competitors, evolving multi-level government regulations and industry standards, frequent new vehicle announcements and changing consumer demands and behaviors.
The electric vehicle market is in its early stage where many standards and best practices have not been established or are constantly evolving, and it may take many years for the market to fully mature.
We believe our future success will depend in large part on our ability to quickly and efficiently adapt to both the market demand for products and features, as well as adapt to newly created statutory laws at federal, state, local and international levels.
Due to the nature of the electronic vehicle market still in development, it is difficult to predict the demands for our electric vehicles and ancillary services and products, as well as the size and growth rate for this market, the entry of competitive products, or the success of existing competitive products.
If a meaningful market for our vehicles does not develop, we will not be successful.
We are currently evaluating our product development strategy, which may result in significant changes and have a material impact on our business, results of operations and financial condition.
Following the hiring of our former Chief Executive Officer, in the third quarter of 2021, we initiated a strategic review of our product development strategy.
This process has resulted, and may further result, in us modifying or discontinuing current or planned products, reallocating time and resources among existing products, exploring new products or making other operational changes, including adjusting our reliance on internal and external resources.
Most recently, on January 31, 2024, we implemented an internal restructuring in order to achieve greater efficiency in pursuit of our strategic goals.
As part of the restructuring, amongst other things, we eliminated a substantial number of positions as we re-evaluate our sales, marketing and manufacturing functions.
Following the internal restructuring, as of December 31, 2024, we did not have any direct, full-time employees.
Instead, we engaged a network of independent contractors, consultants, and other third-party service providers who perform various functions for our business, including sales, product development, and administrative support.
Any decisions on advancing, reprioritizing or eliminating any of our products will be based on an evaluation of a number of factors, including our assessment of internal and external resources, the potential market for such products, the costs and complexities of manufacturing, the potential of competing products, as well as the likelihood of any challenges to our intellectual property, regardless of merit.
Our business is subject to general economic and market conditions, including trade wars and tariffs.
Our business is significantly affected by general economic and market conditions, including but not limited to global economic downturns, shifts in consumer demand, and fluctuations in capital markets.
In addition, trade disputes, the imposition of tariffs, and other protectionist policies enacted by various governments have, and may continue to have, a material adverse impact on our business operations.
For instance, trade tensions and tariff measures may result in increased costs of raw materials, disruptions in our supply chain, and reduced demand for our products or services.
In periods of economic uncertainty or during the escalation of trade conflicts, we may experience reduced access to credit markets, increased input costs, and diminished revenue as consumers and businesses cut back on spending.
Any future intensification of these economic and political factors, or the imposition of additional tariffs and trade restrictions, could materially adversely affect our operating results, liquidity, and capital resources.
While we continually assess and manage these risks through our strategic planning and operational adjustments, the inherent uncertainty associated with economic conditions and trade policies means that we cannot be certain of our ability to mitigate the adverse effects of these challenges.
If disruptions in our transportation network continue to occur or our shipping costs continue to increase, we may be unable to sell or timely deliver our products, and our gross margin could decrease.

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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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