FireFly Robotics直接上市，拟出售2713万股普通股

As filed with the U.S. Securities and Exchange Commission on October 7, 2026.

No. 333-     

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

FIREFLY ROBOTICS, INC.

(Exact name of registrant as specified in its charter)

FireFly Robotics, Inc.

1130 South 3800 West, Suite 100

Salt Lake City, Utah 84104

(801) 683-5128

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Lindsay C. Jones

Chief Financial Officer

FireFly Robotics, Inc.

1130 South 3800 West, Suite 100

Salt Lake City, Utah 84104

(801) 698-7301

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

David F. Marx

Joshua B. Erekson

Daniel P. Lyman

Dorsey & Whitney LLP

111 S. Main Street, Suite 2100

Salt Lake City, UT 84111

(801) 933-7360

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS, SUBJECT TO COMPLETION, DATED OCTOBER 7, 2026

FIREFLY ROBOTICS, INC.

27,134,738 Shares of Common Stock

This prospectus relates to the registration of the resale of up to 27,134,738 shares of our common stock (our “common stock”) by our stockholders identified in this prospectus (the “Registered Stockholders”), in connection with our direct listing (the “Direct Listing”) on The Nasdaq Global Market (“Nasdaq”). Unlike an initial public offering, the resale by the Registered Stockholders is not being underwritten on a firm-commitment basis by any investment bank. The Registered Stockholders may, or may not, elect to sell their shares of common stock covered by this prospectus, as and to the extent they may determine. The Registered Stockholders may offer, sell or distribute all or a portion of the shares of common stock hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices. If the Registered Stockholders choose to sell their shares of common stock, we will not receive any proceeds from the sale of shares of common stock by the Registered Stockholders.

No public market for our common stock currently exists, and our shares of common stock have a limited history of trading in private transactions. During the year ended December 31, 2025, we issued 37,000 shares of common stock (from the exercise of stock options) at a price per share of $2.94 to $4.51. From January 1, 2026 through June 30, 2026, we issued 85,000 shares of common stock (from the exercise of stock options) at a price per share of $0.77. Since July 1, 2026, we have issued 398,952 shares of common stock to investors at a price per share of $8.50. Additionally, we issued to R.F. Lafferty and Co., Inc. (“Lafferty”) 125,300 shares of common stock as compensation for their placement agent services.

Recent purchase prices of our common stock in private transactions may have little or no relation to the opening public price of our shares of common stock on Nasdaq or the subsequent trading price of our shares of common stock on Nasdaq. For more information, see “Sale Price History of Our Capital Stock.” Further, the listing of our common stock on Nasdaq, without a firm-commitment underwritten offering, is a novel method for commencing public trading in shares of our common stock and, consequently, the trading volume and price of shares of our common stock may be more volatile than if shares of our common stock were initially listed in connection with an initial public offering underwritten on a firm-commitment basis.

On the day that our shares of common stock are initially listed on Nasdaq, Nasdaq will begin accepting, but not executing, pre-opening buy and sell orders and will begin to continuously generate the indicative Current Reference Price (as defined below) on the basis of such accepted orders. The Current Reference Price is calculated each second and, during a 10-minute “Display Only” period, is disseminated, along with other indicative imbalance information, to market participants by Nasdaq on its NOII and BookViewer tools. Following the “Display Only” period, a “Pre-Launch” period begins, during which Chardan Capital Markets, LLC (the “Advisor” or “Chardan”), in its capacity as our financial advisor to perform the functions under Nasdaq Rule 4120(c)(8), must notify Nasdaq that our shares are “ready to trade.” Once the Advisor has notified Nasdaq that our shares of common stock are ready to trade, Nasdaq will calculate the Current Reference Price for our shares of common stock, in accordance with Nasdaq rules. If the Advisor then approves proceeding at the Current Reference Price, Nasdaq will conduct a price validation test in accordance with Nasdaq Rule 4120(c)(8). As part of conducting such price validation test, Nasdaq may consult with the Advisor, if the price bands need to be modified, to select the new price bands for purposes of applying such test iteratively until the validation tests yield a price within such bands. Upon completion of such price validation checks, the applicable orders that have been entered will be executed at such price and regular trading of our shares of common stock on Nasdaq will commence. Under Nasdaq rules, the “Current Reference Price” means: (i) the single price at which the maximum number of orders to buy or sell can be matched; (ii) if there is more than one price at which the maximum number of orders to buy or sell can be matched, then it is the price that minimizes the imbalance between orders to buy or sell (i.e., minimizes the number of shares that would remain unmatched at such price); (iii) if more than one price exists under (ii), then it is the entered price (i.e., the specified price entered in an order by a customer to buy or sell) at which our shares of common stock will remain unmatched (i.e., will not be bought or sold); and (iv) if more than one price exists under (iii), a price determined by Nasdaq in consultation with the Advisor in its capacity as our financial advisor. In the event that more than one price exists under (iii), the Advisor will exercise any consultation rights only to the extent that it can do so consistent with the anti-manipulation provisions of the federal securities laws, including Regulation M, or applicable relief granted thereunder. Neither we nor the Registered Stockholders will be involved in Nasdaq’s price-setting mechanism, including any decision to delay or proceed with trading, nor will we or they control or influence the Advisor in carrying out its role as a financial adviser. The Advisor will determine when our shares of common stock are ready to trade and approve proceeding at the Current Reference Price primarily based on considerations of volume, timing and price. In particular, the Advisor will determine, based primarily on pre-opening buy and sell orders, when a reasonable amount of volume will cross on the opening trade such that sufficient price discovery has been made to open trading at the Current Reference Price. For more information, see “Plan of Distribution” beginning on page 130 of this prospectus.

We intend to apply to list our common stock on The Nasdaq Global Market under the symbol “FFLY.” We expect our common stock to begin trading on Nasdaq on or about                          , 2026.

If our Nasdaq application is not approved or we otherwise determine that we will not be able to secure the listing of our common stock on Nasdaq, we will not complete this Direct Listing. This listing is a condition to the offering. No assurance can be given that our Nasdaq application will be approved and that our common stock will ever be listed on Nasdaq. If our listing application is not approved by Nasdaq, we will not be able to consummate the offering and we will terminate this Direct Listing.

We are an emerging growth company and a smaller reporting company under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements. See “Prospectus Summary - Implications of Being an Emerging Growth Company and a Smaller Reporting Company.”

Investing in our common stock involves a high degree of risk. See the section titled “Risk Factors” beginning on page 16 of this prospectus for a discussion of some of the risks you should consider before investing.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is       , 2026

TABLE OF CONTENTS

You should rely only on the information contained in this prospectus and in any free writing prospectus that we have authorized for use in connection with this offering. Neither we nor any of the Registered Stockholders have authorized any other person to provide you with additional or different information. If anyone provides you with different or inconsistent information, you should not rely on it. Neither we nor any of the Registered Stockholders are making an offer to sell these securities in any jurisdiction where an offer or sale is not permitted. You should assume that the information in this prospectus is accurate only as of the date on the front cover of this prospectus, regardless of the time of delivery of this prospectus or any sale of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

Through and including          , 2026 (the 25^th day after the listing date of our common stock), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus.

For investors outside of the United States (“U.S.”): neither we nor any of the Registered Stockholders have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the U.S. Persons outside of the U.S. who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of our common stock and the distribution of this prospectus outside of the U.S.

MARKET DATA AND FORECASTS

We are responsible for the disclosures contained in this prospectus. However, unless otherwise indicated, information in this prospectus concerning economic conditions, our industry, our markets and our competitive position is based on information obtained from a variety of sources, including information from independent industry analysts and publications, as well as our own estimates and research. Although we have not independently verified the accuracy or completeness of the third-party information included in this prospectus, based on management’s knowledge and experience, we believe that these third-party sources are reliable and that the third-party information included in this prospectus or in our estimates is accurate and complete. While we are not aware of any misstatements regarding the market, industry or similar data presented herein, such data involves risks and uncertainties and is subject to change based on various factors, including those discussed under the headings “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” in this prospectus.

TRADEMARKS, TRADE NAMES, SERVICE MARKS, AND COPYRIGHTS

We own or have rights to use various trademarks, tradenames, service marks, and copyrights, which are protected under applicable intellectual property laws, as further described herein. This prospectus also contains trademarks, tradenames, service marks, and copyrights of other companies, which are, to our knowledge, the property of their respective owners. Solely for convenience, certain trademarks, tradenames, service marks, and copyrights referred to in this prospectus may appear without the ©, ®, and ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, tradenames, service marks, and copyrights.

PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus and is qualified in its entirety by the more detailed information and consolidated financial statements included elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. You should carefully read this entire prospectus, including the information in the sections titled “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus, before making an investment decision. Unless the context requires otherwise, references in this prospectus to “FireFly,” the “Company,” “we,” “us,” and “our” refer to FireFly Robotics, Inc.

Company Overview

FireFly is an innovative agricultural technology and robotics company with a primary focus on providing autonomous and semi-autonomous robotics for the golf and turf care ecosystem. We manufacture and commercialize robotics systems that incorporate autonomous mobility, electric vehicle (“EV”) and hybrid drive technology, and artificial intelligence (“AI”) and machine learning (“ML”) capabilities. Our robotics systems solve significant financial, environmental, labor, and productivity challenges in precision turf management as the premier technology supplier for golf courses, sports fields, turf farms, and related public and private applications. Our mission is to leverage the integration of our hardware and software platforms to deliver a comprehensive suite of robotics solutions that serve the full spectrum of groundskeeping and turf management needs. We believe we have assembled a highly qualified team with extensive experience in the robotics and agricultural technology (“AgTech”) arena and complementary fields, to support our business strategy, and are committed to continuously strengthening our culture of innovation, quality, and excellent customer service. We design, develop, and manufacture our robotics systems in the United States.

Our Business

We are a growth-oriented robotics company with internally developed proprietary software and patented mechatronic systems. Our technology is integrated into our Autonomous Electric Vehicle (“AEV”) robotic mowers; the Autonomous Mowing Platform (“AMP”), including our AMP-L100 and AMP-X100 robots; and our Manned Robotic Harvester (“MRH”). We also sold our M220 automated mower from 2019 through 2023. Our prospective development pipeline includes additional autonomous turf solutions under development, that leverage our hardware and software platforms, including the AMP-X60 and AMP-X90 platforms, a greens roller, a bunker rake, and a fairway sprayer among others.

The design, development, and manufacturing of our robotic systems is entirely conducted from our 108,500 square foot Salt Lake City, Utah facility. Our products are sold directly to customers and complemented by a suite of services that support product deployment and maintenance.

Our vertically integrated platform combines in-house engineering and research and development, proprietary software technology, including data analytics and cloud-based systems, fabrication and assembly, and direct sales, installation, service and customer support. We develop and control our proprietary technology stack and perform the engineering, fabrication and final assembly of our robotic products, which we believe allows us to more rapidly incorporate product and technology improvements across our product platforms. For example, our experience with servo electric motion control technology used in our MRH systems facilitated the adoption of similar technology in our AEV robotic mowers.

Our vertical integration does not extend to all components and raw materials used in our products. We purchase raw materials, commercially available off-the-shelf components and certain manufactured or fabricated components from third-party suppliers when we believe doing so is more efficient than producing such items internally. As a result, we do not control the manufacturing, availability, pricing or delivery of these third-party components and raw materials and are subject to risks associated with our suppliers and supply chain.

We believe our integrated approach, particularly our control over product engineering, proprietary software and technology, fabrication, final assembly, sales and service, allows us to more efficiently develop, manufacture, deploy and support our products and shorten the time from product development to commercial deployment.

Golf courses in the United States, Australia, Canada, and Mexico are actively being maintained by our AMP machines, delivering cost savings and allowing groundskeepers to reallocate time and resources to other aspects of course maintenance. As of June 30, 2026, we have an estimated combined total of over 900 AMPs, MRH, and M220 machines in service throughout the world, resulting in a compounded annual growth rate (“CAGR”) of approximately 29.9% from 76 machines deployed as of December 31, 2016.⁽¹⁾ Our industrial, self-driving, large-area AEV robotic AMPs are specifically designed for the unique requirements of the golf course (of which there are over 38,000 estimated in the world ⁽²⁾), sports field, municipal, real estate, and turfgrass mowing markets. Our AMPs provide a unique mowing approach that is both environmentally and economically sound.

(1) We calculate CAGR by taking the cumulative units sold as of June 30, 2026, dividing it by the cumulative units sold as of December 31, 2016, raising the result to the power of one divided by the number of years in the measurement period (9.50), and then subtracting one.

(2) Source: Leading Courses, “How Many Golf Courses Are in the World,” July 2024.

The AMP-L100 is our first robotic mower, a reel mower for shorter heights-of-cut, which we introduced in 2023 and began selling in 2024. The AMP-X100 is our second AEV robotic mower, a rotary mower for longer heights-of-cut, which we introduced and began selling in 2025. These robots are powered by our full autonomy software stack which we brought in-house in 2020. Our first autonomous mower prototype, the M220, married hybrid diesel-electric automation with full autonomy through a third-party system and began to be developed in 2018. As of June 30, 2026, our AMPs have autonomously mowed over 100,000 acres. We have delivered approximately 130 AMPs as of June 30, 2026. As of June 30, 2026, we had an order backlog of 76 AMPs. The following chart provides a summary of AMP deployments by quarter for 2024, through June 2026:

In addition to our AMPs, our MRH machines combine performance, utility and efficiency in the demanding turf farm segment, where turfgrass must typically be harvested and shipped within a very short period of time. We estimate that our worldwide fleet of MRH machines is capable of cutting over 10,750 pallets of turf each day across the world.

We have MRH machines operating in the United State and throughout the world in Australia, the United Kingdom, Brazil, Canada, South Africa, Israel and Mexico.

We estimate the total addressable market (“TAM”) for our AMPs and MRH machines using publicly available information regarding the number of relevant sites, including golf courses, airports, municipal parks, public schools, and turf farms, where our AMPs and MRH machines could be utilized. We also use internally developed assumptions relating to the number of machines that we expect would be used at such sites, based on our experience with existing customers and data available from our AMPs and MRH machines operating in the field, along with our anticipated average selling price of our machines over the near future. We then calculate the TAM as the aggregate amount if all the machines in the identified markets were replaced with our AMPs or MRH machines, as applicable, by taking the aggregate number of machines available in each applicable market and multiplying it by the expected average selling price of our machines. Based on these inputs, we believe that these target mowing and turf harvesting markets represent a TAM of approximately $60 billion in total. This is comprised of approximately $27 billion attributable to golf courses, with over 38,000 courses globally¹ and multiple mowers used per course; approximately $29 billion attributable to precision mowing, with 36,000 airfields and airports², 23,000 city parks³, and 128,000⁴ US schools and campuses; and approximately $3 billion attributable to turf harvesting, with 2,500 turf farms worldwide⁵. For additional information regarding our calculation of our relevant TAMs, including underlying data and assumptions used, see the discussion under “Business - Our Business.”

We believe that our AMPs and MRH machines provide significant cost savings to our customers. Our AMPs require no fuel to operate, entirely eliminating fuel expenses in connection with fairway mowing. Once trained on a fairway, the AMPs require no human operator. Our MRH machines only use an average of 2.0 gallons per hour, including both diesel and electric components; in contrast to the estimated average of 4.3 gallons of diesel fuel per hour of operation used by our main competitors. Based on the weekly diesel (on-highway) price published by the U.S. Energy Information Administration (“EIA”) as of June 30, 2026, we believe the efficiency provided by our MRH machines could lower a typical MRH customer’s fuel costs by approximately $15,000 per year. Our MRH machines automate the stacking process, allowing harvesting and stacking to be completed by a single individual. The turf grass harvesters sold by our primary competitors generally require two to three individuals to operate—a driver, and one or two stackers. In some cases, including harvesting more delicate varieties of turf grass, additional labor may be required. We believe that these significant labor-saving efficiencies enable our customers to spend less on fuel and allocate labor to more productive activities.

Our products are designed to accelerate the large-scale adoption of sustainable solutions. To accompany our machines, we have developed a comprehensive portfolio of aftermarket parts. Complementing our machines, our software platform includes proactive service (maintenance and repair) and software services. We expect these services to generate long-term brand loyalty while also creating a recurring revenue stream for each product across its lifecycle.

All sales, deliveries, and service operations are managed in-house without relying on third-party distributors. This direct-to-consumer model combined with our integrated, digital-first strategy is convenient and transparent for customers, efficient and scalable to support our continued growth, and provides best-in-class, uncompromised experience to our customers.

Our vertically integrated platform enables us to provide our diverse offering of highly differentiated products and services as well as our technology-first, direct-to-customer experience. Our ecosystem consists of the following components:

● Robotics. Our machines boast all-electric propulsion, LiDAR obstacle detection, patented steering systems, and teach-and-repeat autonomy for large-scale turf maintenance applications, and are also produced through robotic manufacturing processes.

● Artificial Intelligence and Machine Learning. Our commercially deployed AMP autonomous mowing platform uses artificial intelligence (“AI”) and machine learning (“ML”) as components of our broader autonomous technology platform. These technologies assist our AMP robots in setting and optimizing mowing patterns, determining operating paths, identifying and classifying objects and obstructions, and collecting and analyzing operational data.

Our AI and ML technology includes both internally developed proprietary algorithms and open source algorithms and software components. These technologies are integrated into our broader technology stack, together with our internally developed software, algorithms, modifications and application-specific functionality. Our use of open source technology is subject to the terms of the applicable open source licenses.

We have designed our autonomous technology platform so that core technology developed for our existing AMP products can be adapted for additional robotic applications. Each of the products in our current development pipeline, including the AMP-X90 Autonomous Rough Mower, AMP-X60 Autonomous Rough Mower, Autonomous Fairway Sprayer, Autonomous Greens Roller, Autonomous Greens Mower and Autonomous Electric Bunker Rake, is expected to leverage significant portions of our existing autonomous technology, including AI and ML capabilities.

Application of this technology to each new product requires additional product-specific development, including modifications to software and algorithms, hardware and sensor integration, mechanical systems, controls, testing and validation based upon the product’s intended function and operating environment. Although these pipeline products are expected to leverage our existing autonomous technology platform, each remains subject to additional engineering, software development, integration, testing and validation before commercial introduction.

● Core Enabling Technology Stack. A secure, reliable, scalable combination of hardware and software supported by a cross-disciplinary engineering team and connecting our proprietary in-machine systems, including electronics, battery, electric drive, chassis, and experience management. The stack is highly portable to each robot, allowing for streamlined production and performance.

● Software. Our architecture of interconnected software applications are designed to deliver seamless, end-to-end experiences using our FireLink web application. Our software platform enables remote diagnostics, software updates, and remote controls, including machine access.

● Product Development and Operations. Our vertically integrated product development and operations functions include design, development, manufacturing, sales, delivery and service. These distributed functions serve the unique needs of our agricultural and golf course customers. As of June 30, 2026, we had 17 service technicians serving customers across the U.S. and 2 service technicians dedicated to our international customers.

¹ Source: Leading Courses, “How Many Golf Courses Are in the World,” July 2024.

² Source: Airports by Country 2026. https://worldpopulationreview.com/country-rankings/airports-by-country

³ Source: November 21. 2025. https://www.nature.com/articles/s44284-025-00345-4

⁴ Source: March 2025. https://learningpolicyinstitute.org/sites/default/files/2025-03/pub_private_NewJersey_MAP.pdf

⁵ Sources: Statistics Canada Census of Agriculture Tables – 2025,
https://www150.statcan.gc.ca/t1/tbl1/en/tv.action?pid=3210003401;

June 2026. https://www.turfaustralia.com.au/about-us/;

June 2026. https://turfgrassproducers.eu/about-us/

● Products and Accessories. Our portfolio is comprised of machines that we believe reimagine the turfgrass harvesting and mowing segments. We expect our products and services will provide us access to new markets and bring new customers into our platform.

● Services. We offer highly tailored and differentiated services that enable near seamless and intuitive experiences throughout the entire product lifecycle. We expect this holistic approach to promote customer satisfaction, create strong brand loyalty, and increase operational efficiency while simultaneously allowing us to capture a greater share of the full lifecycle value.

● Data and Analytics. Our platform is interconnected by our proprietary data and analytics tools. It is comprised of centralized data and analytics tools, providing valuable insights that can be applied to continuously improve platform-wide performance, functionality and uptime to drive increased customer satisfaction.

We plan to utilize this ecosystem to continuously improve our products by adding new capabilities and functionality. Enhanced products will attract more customers, deepen existing customer relationships, and expand our data repository and insights, which we expect will further benefit our customers and our business.

Beyond the benefits of our ecosystem, we believe that our entrepreneurial culture is a competitive advantage. Our strength comes from a diversity of backgrounds, perspectives, talents and approaches, and we work hard to cultivate a culture of collaboration. Our entrepreneurial spirit drives dialogue and exploration in the development process that we believe has produced world-class products and services. This drives innovation and propels continued growth to help us achieve our mission.

Our Products

Our products are organized into two families, AMPs and MRH machines, and are supported by subscription products (“Robotics as a Service or RaaS”), parts sales, and services.

Autonomous Mowing Platform

We currently offer two models of our AMP: (1) AMP-L100 robotic reel mower and (2) AMP-X100 robotic rotary mower. (The AMP-X90 robotic rotary mower represent the next evolution of the AMP product line and is expected to replace the AMP-X100 following the completion of field testing and commercialization activities.) The key difference between the two models is that the AMP-L100 is a robotic reel mower, for shorter heights-of-cut, while the AMP-X100 is a robotic rotary mower, for longer heights-of-cut.

AMP-L100 AEV Robotic Reel Mower		AMP-X100 AEV Robotic Rotary Mower

Our AMPs are autonomous robots for professional mowing, equipped with a controller with proprietary algorithms, light detection and ranging (“LiDAR”) for object detection, and a suite of cameras and sensors. Upon setup at the customer’s location, the AMP simply requires a one-time learning pass around the outer boundary of the area to be repetitively mowed, which we believe is ideal for fairway mowing. Once the robot has learned the boundary, it can generate different mow patterns using our FireLink web application. The customer can then select a starting place on the fairway, select a mow pattern, press play and let the AMP do the rest. The robot will find its way to the start point and start mowing. Customers can then monitor progress of the robot remotely on our web application, FireLink.

Our AMPs are all-electric, powered by a lithium iron phosphate battery, and can operate for four to six hours per charge, which we believe allows our AMPs to mow approximately 20-25 acres during that time. The AMPs operate nearly silently, which enables extended mowing hours, and a high-quality precision cut. Our design eliminates the need for an engine, radiator, gas or hydraulics and related components and oil (other than a minimal amount of gear oil), transmission fluids, and hydraulic fluids that are found on traditional lawnmowers, which reduces operating and maintenance costs and eliminates emissions and certain harmful fluid spills, such as the hydraulic oil spill from a traditional mowing machine as shown in the picture below:

The AMPs are connected to our specialized and internally developed web application - FireLink - via cellular networks or Starlink, for autonomy control, and to real time kinematics (“RTK”)-corrected GPS for precise positioning. Our patented drive and steering systems provide superior traction while protecting the turf, a critical attribute for self-driving robots and one demanded by our customers.

Both the AMP- L100 and AMP-X100 models cut a 100-inch-wide swath with five cutting decks, and we believe they can mow approximately 20-25 acres per charge. The AMP-L100 uses reel cutting technology, which is well regarded for its high quality at low heights-of-cut and is widely used for mowing fairways on golf courses. The AMP-X100 has rotary cutting units, which are more commonly used for taller heights-of-cut, often in sports fields, commercial landscaping, turfgrass farms, and mowing in the “rough” on golf courses. Our nearest competitors’ autonomous mowers generally only provide cutting widths of 60 inches or less.

We market our AMPs primarily through on-site demonstrations, through digital marketing and social media channels, and in industry publications.

Manned Robotic Harvester

Our MRH machines are purpose-built and used by turf growers across the world. They are designed from the ground up to be completely computer-controlled or “drive-by-wire.” These software-defined machines can evolve with customer needs over time through software updates and provide Internet of Things (“IoT”) connectivity to deliver data and insights into machine health and performance to both the customer and us.

We engineered advanced electrification and control systems to significantly increase robotic productivity, yield, and operational efficiency, which we believe outperform any other technology currently available in the turfgrass market. In side-by-side demonstrations in Ontario, Canada at the September 2024 Nursery Sod Growers Association and in July 2024 at a similar demonstration in the U.K., we compared the productivity of our MRH R300 roll harvester to machines from several competitors. We observed in these demonstrations that our MRH R300 roll harvester was able to cut pallets in less time and using less fuel than our competitors’ machines.

Our MRH machines are diesel-electric hybrid and self-propelled, shearing and pulling the turf from the ground and cutting it into symmetrical slabs. The slabs are transported up a conveyor, rolled if necessary, and automatically stacked onto a pallet. Prior to automation, turf harvesting was accomplished by manual labor and manually-operated mowers. Our automated machines have reduced labor and, according to our customers, turned work done by approximately two to ten people into a one-person job.

Because our MRH machines use efficient servo electric systems, significantly lower power is required to harvest the turf. Our hybrid diesel-electric MRH machines use a 74-horsepower turbo-charged 4-cylinder Tier 4 diesel engine. Due to our efficient design, we believe the horsepower requirements are around half of our closest competitors’ machines, which generally use 130 to 140-horsepower engines.

We currently offer two categories of MRH machines:

Subscription Services

We sell subscription services to customers that give them access to their MRH’s performance metrics.

FireLink – FireLink is our web-based fleet management system that connects our customers to their AMPs and facilitates communication between systems. Key operations include scheduling, path determination, mowing patterns, software updates, maintenance requirements, and general communications. We charge a subscription fee for FireLink.

Mercury – Our Mercury data platform allows the transmission of productivity data from machines to customers, helping them to know how their AMP and MRH machines are performing. Key data points include overall equipment effectiveness (“OEE”) data, square feet per hour, weight of the pallets, cumulative pallet counts, harvesting session numbers and more. We plan to sell access to performance metrics as a monthly subscription that we expect will evolve with our ongoing data and analytics learning platforms. This platform represents the foundation for collecting and sharing valuable data with customers, which we believe will create significant economic value. We believe that these metrics provide economic value to customers while also benefiting the environment. For example, these metrics enable precise targeting of fertilizer and water, optimizing growth while minimizing waste. We expect future subscription packages will offer tiered pricing based on the range of services provided.

Parts, Services, and Other

We sell replacement parts and consumables for systems in both our AMP and MRH machines and provide in-person service support. Our service department, consisting of corporate and regional technicians, provides training and support in person by phone and through remote communication on our web applications.

Development Pipeline

FireFly’s mission is to deliver a comprehensive suite of robotics solutions that serve the full spectrum of groundskeeping and turf management needs. Our product development team is adapting FireFly’s integrated hardware and software platforms to deliver autonomous solutions across the golf course, unlocking additional savings and increasing precision and uniformity. Our current development pipeline includes the following:

Our Competitive Strengths

We designed all aspects of our platform, business model, products, and organization to enable a scalable, customer-centric, and efficient approach resulting in key competitive advantages.

● First-Mover and Deep Domain Expertise. Our talent and know-how provide deep domain expertise, resulting in a rare and unique set of skills that created our AMPs. Our management team has decades of grass growing and harvesting experience, as well as deep engineering expertise across robotics, mechanical, software, electric, autonomy, and motion control. This expertise allowed us to understand earlier than our competitors the need for and advantages of electrification, resulting in our AMP and MRH machines, which introduce a much larger addressable market segment of golf courses and precision mowing. Our intellectual property portfolio and years of deep expertise in automation provide us with a significant first-mover advantage.

● FireFly Ecosystem. We design, develop, manufacture and sell in-house in our 108,500 square foot facility located in Salt Lake City, Utah. We control most of our manufacturing (end-to-end) in-house. We employ a Kanban inventory control system to manage over 17,500 individual components on a daily basis. We strive to provide an ecosystem of solutions to our end users, consisting of hardware, software, parts supply, onsite and helpdesk service, ongoing schools and training, and video-based training and updates. We also provide certain data back to the end-users in the form of a key performance indicator (“KPI”) database that allows operators to track and monitor performance.

● Entrepreneurial Culture. We believe that our entrepreneurial culture is one of our most durable competitive advantages. Everything from the way we recruit to our transparent way of communicating, is in service of making our business the company passionate professionals join to learn, grow, and do meaningful work.

● Direct Customer Relationships. Our ongoing commitment to listening to the problems of our customers and incorporating their feedback into our platform is an important competitive advantage that we expect will allow us to iterate disruptive products. Our direct relationships with customers allow us to gather insights, design solutions that best serve their needs, drive strong engagement, remove structural inefficiencies, create transparency, and increase customer satisfaction and referral. By controlling every customer touchpoint from awareness through ownership, we replace a patchwork of third parties with our end-to-end, integrated solutions.

● Suite of Services. Our portfolio of complementary services is designed to deliver an intuitive and near seamless customer experience across the full lifecycle of our machines. Our suite of services provides an opportunity to generate predictable, high-margin recurring revenues and increase the lifetime revenue potential of each vehicle.

● Experienced Board of Directors. We have been able to recruit independent directors who believe in our mission and have a world-class depth and breadth of executive, operational and financial experience with public companies, and experience across a breadth of industries.

Historical Revenue Growth

Since 2016, our company has experienced significant revenue growth, reflecting increased demand for our products and expansion into new markets. Our revenues increased from $11.3 million in 2016 to $47.2 million in 2025, representing a CAGR of 17.3%. We believe our historical performance demonstrates our ability to capitalize on market opportunities and deliver consistent financial results. In 2025, approximately 54% of revenues were derived from MRH sales, 20% from parts sales, 16% from AMP sales, 1% from subscription (“SaaS”), and 9% from other.

Long-Term Growth Strategy

We make decisions and investments with long-term objectives in mind. Our growth strategy centers around developing a diverse scope of products that enable ownership of the entire maintenance ecosystem, supported by our technology stack. We believe maintaining a long-term growth direction is key to maximizing our impact and generating value for our stockholders. We plan to achieve this by constructing a diverse portfolio of offerings with global appeal and strategically investing in our technology and infrastructure. Key levers of our growth strategy include:

● Become the Market Leader in the Golf Course Maintenance Ecosystem. We are developing specialty designed products to address every key facet of surface-level golf course maintenance, including the fairway, green, rough and bunker.

● Increase Share in Turf Farm Market. We plan to continue to build innovative products for the turf farmer. While the primary market for our MRH machines is the U.S., we plan to continue extending our presence in the markets of Australia, Canada, Europe, Brazil, and the United Kingdom by increasing marketing and sales activities and adding new support staff in those regions. We plan to continue to execute new designs and improvements of harvesters that increase value to the customer with reduced operating costs, improved reliability, and increased capabilities.

● Increase Share in Golf and Sports Turf Markets. We plan to continue to add to our sales and marketing team in golf and sports turf. There continues to be high interest in the capabilities of our AMPs in the marketplace. The installed base of over 49 units have demonstrated this ability and builds confidence in our AMPs.

● Grow Our Used and Trade-In Business. We plan to continue accepting trade-in machines and to resell these as part of our revenue growth strategy.

● Develop and Launch Next-Generation AEVs. We intend to continue to innovate and launch AEVs within the turfgrass management space. These robots will serve a variety of needs, price points and geographies.

● Further our International Footprint. We intend to further our global footprint. We will continue to build our sales, marketing and service teams in the U.S., Australia, Canada, Brazil, Europe and the United Kingdom, as well as developing distribution partnerships for other international markets.

● Extend Depth and Breadth of Our Digital Services. We plan to launch additional subscription services, enable the purchase of more features through software updates and explore financing options for customers through third-party and internal financing.

● Invest in Our Platform. We plan to continue investing in our product development and operations infrastructure to enable our growth, product innovation, and customer experience.

● Unlock New Business Models. Our capabilities as a direct-to-customer, integrated technology and manufacturing company position us to drive the adoption of future business models.

Recent Developments

ATW Exchange and Warrant Exercise

On October 6, 2026, we entered into an Exchange Agreement (the “Exchange Agreement”) with certain funds affiliated with ATW Partners LLC (collectively, “ATW”). Under the Exchange Agreement, ATW agreed to (i) exchange (the “Exchange”) (a) the outstanding principal and capitalized interest under the July 2019 Debenture, the April 2020 Debenture, and the September 2020 Debenture (each as defined below) and (b) certain of the July 2019 Warrants, April 20, 2020 Warrants, September 2020 Warrants, January 2022 Warrants, January 2023 Warrants, July 11, 2024 Warrants, July 25, 2024 Warrants, June 2025 Warrants, December 2025 Warrants, February 2026 Warrants and June 2026 Warrants (each as defined below), for an aggregate of approximately 5,661 shares of our Series A convertible preferred stock and (ii) exercise, on a cashless basis, the remainder of the July 2019 Warrants, January 2022 Warrants, and January 2023 Warrants that are not being exchanged, such that ATW will beneficially own (as such term is defined under Section 13 of the Exchange Act and the rules and regulations promulgated thereunder) 1,527,564 shares of common stock, representing 9.99% of our common stock outstanding after the completion of the Direct Listing (the “Warrant Exercise”). The Exchange and Warrant Exercise will take place immediately prior to the Direct Listing and after the filing of our amended and restated certificate of incorporation and the Series A Certificate of Designation (as defined below). The shares of Series A Preferred Stock issued in the Exchange will be convertible, at the election of ATW, into an aggregate of 9,148,239 shares of common stock. The resale of the shares of common stock issued in the Warrant Exercise and shares of common stock underlying the shares of Series A Preferred Stock issued in the exchange are included in the registration statement of which this prospectus forms a part. For a description of the rights of the Series A Preferred Stock, see the section titled “Description of Capital Stock - Series A Preferred Stock”. Following the Exchange and the Warrant Exercise, ATW will beneficially own 5,661 shares of Series A Preferred Stock and 1,527,564 shares of common stock.

September 2026 Private Placement

On various dates in August, September, and October 2026, we entered into subscription agreements with 245 accredited investors, pursuant to which we issued an aggregate of 398,952 shares of our common stock at a purchase price of $8.50 per share for gross proceeds of approximately $3.4 million (the “September 2026 Private Placement”). Additionally, we issued to R.F. Lafferty and Co., Inc. (“Lafferty”) 125,300 shares of common stock as compensation for their placement agent services.

Corporate Information, Principal Executive Offices and Internet Address

FireFly Robotics, Inc. is a Delaware corporation incorporated on November 13, 2015 and we began operations in 2010. On June 11, 2026, we changed our name from FireFly Automatix, Inc., to FireFly Robotics, Inc.

We operate out of a 108,500 square foot facility located in Salt Lake City, Utah. As of June 30, 2026, we employed 213 full-time employees.

Our principal executive office is located at 1130 South 3800 West, Suite 100, Salt Lake City, Utah 84104. Our telephone number is (801) 698-7301. Our website is fireflyautomatix.com. Information contained on or accessible through our website is not part of this prospectus, and is not incorporated by reference herein, and should not be relied on in determining whether to make an investment decision. The inclusion of our website address in this prospectus is an inactive textual reference only.

Implications of Being an Emerging Growth Company and a Smaller Reporting Company

We are 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 specified reduced reporting requirements that are otherwise applicable generally to public companies. For so long as we are an emerging growth company, we will, among other things:

In addition, Section 107 of the JOBS Act provides that an emerging growth company can use the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”), for complying with new or revised accounting standards. This permits an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.

We will continue to qualify as an emerging growth company until the earliest of:

We are also a “smaller reporting company” as defined in the Exchange Act. We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as our voting and non-voting common stock held by non-affiliates is less than $250.0 million measured on the last business day of our second fiscal quarter, or our annual revenue is less than $100.0 million during the most recently completed fiscal year and our voting and non-voting common stock held by non-affiliates is less than $700.0 million measured on the last business day of our second fiscal quarter.

For risks related to our status as an emerging growth company and a smaller reporting company, including the potential impact of reduced financial reporting and disclosure requirements see “Risk Factors - Risks Related to the offering and Ownership of Our Common Stock.” We are an emerging growth company and a smaller reporting company, and the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies may make our common stock less attractive to investors.

Summary of Risk Factors

Our business is subject to a number of risks and uncertainties of which you should be aware before making a decision to invest in our common stock. These risks are more fully described in the section titled “Risk Factors” immediately following this prospectus summary. These risks include, among others, the following:

SUMMARY FINANCIAL DATA

The following tables summarize our financial data as of the dates and for the periods presented. We have derived the summary statements of operations data for the years ended December 31, 2025 and 2024, and the balance sheets data as of December 31, 2025 and 2024, from our audited consolidated financial statements included elsewhere in this prospectus. The summary statements of operations data for the three months ended June 30, 2026 and 2025 and the balance sheet data as of June 30, 2026 and 2025 have been derived from our unaudited condensed consolidated financial statements and related notes included elsewhere in this prospectus. Our historical results are not necessarily indicative of the results that may be expected in the future.

The following summary financial data should be read in conjunction with the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our consolidated financial statements, and unaudited condensed consolidated financial statements and related notes included elsewhere in this prospectus.

RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider each of the following risks and all of the information set forth in this prospectus, including our consolidated financial statements and related notes included elsewhere in this prospectus and in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” before deciding to invest in our common stock. While we believe the risks and uncertainties described below are the material risks currently facing us, additional risks and uncertainties not presently known to us or that we currently believe to be immaterial also may impair our business, financial condition, results of operations and cash flows. If any of the following risks and uncertainties develops into actual events, our business, financial condition, results of operations and cash flows could be materially adversely affected. In that case, the price of our common stock could decline, and you may lose all or part of your investment.

Unless the context otherwise requires, all references in this subsection to the “Company,” “we,” “us” or “our” refer to FireFly Robotics, Inc. and its subsidiaries.

Risks Related to Our Business and Industry

We are a growth-stage company and have a limited operating history at the current scale of our business, which makes it difficult to evaluate our current business and future prospects.

We began operations in 2010 and incorporated as a Delaware corporation in 2015, and we have a limited operating history at the current scale of our business. Our business plan is still in development, and we likely do not recognize all of the challenges that may emerge and affect our proposed business. We have encountered, and will likely continue to encounter, risks and difficulties frequently experienced by growing companies in rapidly evolving industries, including challenges in accurate financial planning and forecasting, increasing competition and expenses as we continue to grow our business, and attracting and retaining customers. You should consider our business and prospects in light of the risks and difficulties that we may encounter as a business with a limited operating history. We may not be successful in addressing these and other challenges we may face in the future, and our business, operating results, and financial condition may be adversely affected if we do not manage these risks successfully. We may not be able to maintain our current rate of growth, which is a risk characteristic often shared by companies with limited operating histories participating in rapidly evolving industries.

We have a history of net losses. If we do not achieve profitability, our business, financial condition and operating results will be adversely affected.

We have experienced net losses each year since we began operations in 2010, including a net loss of approximately $15.1 million for the year ended December 31, 2025. We had a net loss of approximately $9.1 million for the three months ended June 30, 2026. We had an accumulated deficit of $91.5 million and a total stockholders’ deficit of $69.0 million as of December 31, 2025. We had an accumulated deficit of $100.6 million and a total stockholders’ deficit of $77.1 million as of June 30, 2026. We anticipate that our operating expenses and capital expenditures will increase substantially in the foreseeable future as we continue to invest in our machines and technologies, acquire new customers, expand our business and operations domestically and internationally, hire additional employees, develop and enhance our machines and related parts and service offerings, expand our marketing and sales operations, and enhance our infrastructure. Our expansion efforts may prove more expensive than we anticipate, and we may not succeed in increasing our revenues sufficiently to offset these higher expenses. Given the operating and capital expenditures associated with our business, we may not achieve profitability in the foreseeable future and cannot assure you that we will ever be able to achieve profitability.

There is substantial doubt about our ability to continue as a going concern, and we will need additional financing to execute our business plan, to fund our operations and to continue as a going concern.

Since inception, we have experienced recurring operating losses and negative cash flows and we expect to continue to generate operating losses and consume significant cash resources for the foreseeable future. There is substantial doubt regarding our ability to continue as a going concern. Our independent registered public accounting firm has expressed in its auditors’ report on our 2024 and 2025 consolidated financial statements, included in this prospectus, an explanatory paragraph relating to our ability to continue as a “going concern,” meaning that our recurring losses from operations and negative cash flows from operations raise substantial doubt regarding our ability to continue as a going concern. We have prepared our consolidated financial statements on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. Our consolidated financial statements do not include any adjustment to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty. If are unable to generate cash from operations or raise capital in equity or debt financings as needed, our business will be adversely affected.

In addition, under our outstanding Debentures, our failure to maintain certain minimum cash flow amounts would constitute an event of default thereunder, which would give the holders of the Debentures the right to declare the outstanding balances immediately due and payable. We have not complied with such minimum cash flow amounts in prior periods, but the holders of the Debentures have agreed to waive such non-compliance and, as such, we are not currently in default under the Debentures. However, there can be no guarantee that we will be able maintain compliance with other covenants under the Debentures, or that the holders will continue to waive our non-compliance with the minimum cash flow covenants. If we are in default under the Debentures and the holders declare the outstanding balances immediately due and payable, we may not have sufficient funds to satisfy such obligations and may need to pursue a reorganization proceeding under applicable bankruptcy or insolvency laws.

Our business plans require a significant amount of capital, which will require us to sell additional equity securities or incur additional indebtedness that will dilute our stockholders or introduce covenants that may restrict our operations.

Our capital expenditures will continue to be significant in the foreseeable future as we expand our business. The fact that we have a limited operating history at our current scale means we have limited historical data on the demand for our products. As a result, our future capital requirements are uncertain and actual capital requirements may be different from those we currently anticipate. We expect that we will need to seek equity or debt financing in both the near- and long-term to finance a portion of our capital expenditures.

Our ability to obtain the necessary financing to carry out our business plan is subject to a number of factors, including general market conditions and investor acceptance of our business model. These factors may make the timing, amount, terms and conditions of such financing unattractive or unavailable to us. If we are unable to raise sufficient funds, we will have to significantly reduce our spending, delay or cancel our planned operations or substantially change our strategy. As a result, we may not be able to obtain any funding, and we may not have sufficient resources to conduct our business as projected, both of which could mean that we would be forced to curtail or discontinue our operations.

In addition, our future capital needs and other business reasons may require us to sell additional equity or debt securities. The sale of additional equity or convertible securities would dilute our stockholders. The incurrence of indebtedness would result in increased debt service obligations and covenants that potentially restrict our operations.

If we cannot raise additional funds, our business, prospects, financial condition, results of operations, and cash flows will be materially and adversely affected.

Our long-term results depend upon our ability to successfully introduce and market new products, including the AMP-L100 and the AMP-X100, which may expose us to new and increased challenges and risks.

Our growth strategy depends, in part, on our ability to successfully introduce and market new products, such as the AMP-L100 and the AMP-X100. If we experience significant future growth, we may be required not only to make additional investments in hiring additional workforce to support our manufacturing capacity, but also to expand our infrastructure.

As we introduce new products or refine, improve or upgrade versions of existing products, we cannot predict the level of market acceptance or the amount of market share these products will achieve, if any. We cannot assure you that we will not experience material delays in the introduction of new products in the future. For example, we recently experienced delays in receiving motors used in our AMPs from our sole supplier of such motors. Such delays have limited our ability to effectively scale up our production and shipment of AMPs, and we expect that these delays will continue through the remainder of 2025. While we are in the process of working with alternate supply relationships for these motors, we may be unable to engage alternative suppliers in a timely manner or at all, which may further limit the manufacture and shipment of our AMPs.

In addition, consistent with our strategy of offering new products and product refinements, we expect to continue to use a substantial amount of capital for product refinement, research and development, and sales and marketing. In addition, the time that it takes for us to recover our investment in a new product depends on our customer acquisition costs, customer retention rates, and a variety of factors. Because of the lengthy period required to recoup our investment, unexpected developments beyond our control could occur that result in customers ceasing or significantly curtailing purchases of our products before we generate any meaningful revenue therefrom. As a result of any of the foregoing, we may ultimately be unable to recover the full investment that we make in a new product or achieve any level of profitability from such product.

If we are unable to successfully introduce, integrate, and market new products, including the AMP-L100 and the AMP-X100, our business, prospects, financial condition, results of operations, and cash flows may be materially and adversely affected.

We rely on a limited number of suppliers for critical product components.

We depend on a limited number of suppliers for certain components and materials used in manufacturing some of our machines, including some single-source suppliers, for which no immediately available alternative supplier exists. This reliance has subjected us, and could in the future subject us, to price rigidity, periodic supply constraints, and challenges in producing our products with the required quality and quantities. For example, in April 2025, our supplier of motors used in the reels of our AMPs experienced delays in manufacturing and shipping motors to us. As a result, the production and shipment of AMPs for some orders were delayed, which also delayed our recognition of the related revenue. While we are in the process of working with alternate supply relationships for these motors, we may be unable to engage alternative suppliers in a timely manner or at all. This delay and future disruptions in our supply chain could adversely affect our business and results of operations, including our ability to effectively scale up production and shipment of our AMPs. We may be unable to identify and engage alternate suppliers in the short term, or at all, at prices or quality levels that are acceptable to us. Further, any such alternative suppliers may be located a long distance from our manufacturing facilities, which may lead to increased costs or delays.

In addition, when industry supply is constrained or the supply chain is disrupted, our suppliers may allocate volumes away from us and to their other customers, which may include our competitors. As a result, our business, operating results, financial condition and cash flows may be adversely affected.

If we fail to scale our business operations or otherwise manage our future growth effectively as we attempt to rapidly grow our company, we may not be able to produce, market, service and sell (or lease) our products successfully.

We intend to expand our operations significantly, which will require hiring, retaining and training new personnel, controlling expenses, expanding facilities, and expanding administrative infrastructure, systems, and processes. Our future operating results depend to a large extent on our ability to manage this expansion and growth successfully. Risks that we face in undertaking this expansion include, among others:

Furthermore, we have limited experience to date in high volume manufacturing of our products and we cannot assure that we will be able to develop efficient, low-cost manufacturing capabilities and processes, and reliable sources of supply, that will enable us to meet the quality, price, engineering, design and production standards, as well as the production volumes, required to successfully market our products as our operations expand. Any failure to effectively manage our growth could materially and adversely affect our business, prospects, financial condition, results of operations, and cash flows.

We may not be successful in entering into distributor relationships or other commercial partnerships, which could adversely affect our operating results and our ability to compete in our industry.

From time to time, we may seek to enter into relationships with distributors or other commercial partners. However, there can be no guarantee that we will be able to enter into such relationships on terms favorable to us, or at all. If we are unable to expand our distribution and sales networks, we may be unable to compete effectively with larger competitors who have greater brand recognition and sales networks than we do, and our business may be adversely affected. In addition, even if we do enter into such relationships, we may not experience expanded sales, or the terms of such relationships may result in significantly lower margins to us on sales of our products.

Our business and operating results are subject to seasonal fluctuations, which could result in fluctuations in our operating results and stock price.

We experience moderate seasonal fluctuations in our sales and operating results. Our financial results, including our gross margins, may fluctuate from period to period based on the number of available selling days in a particular period, which can be impacted by a number of factors, such as holidays or days of severe inclement weather in a particular geography, the mix of products sold and the geographic mix of where products are sold. Our sales are subject to some seasonality, as turf harvesters and golf courses primarily make equipment purchases in the spring. In addition, in our experience, our country club and municipality customers typically establish operating budgets in the fourth quarter of each year, to determine capital expenditure budgets for the following year. As a result, purchases by such entities may be delayed until after such budgeting processes are completed.

If, for any reason, we miscalculate the demand for our products or our product mix leading up to seasonal purchases, our sales in such periods could decline, resulting in higher labor costs as a percentage of sales, lower margins and excess inventory, which could cause our annual operating results to suffer and our stock price to decline. Due to this seasonality, the possible adverse impact from other risks associated with our business, including atypical weather, consumer spending levels and general economic and business conditions, is potentially greater if any such risks occur during our peak sales seasons.

Adverse changes in the new housing market, including due to increased interest rates, could adversely affect demand for our MRH machines.

Rising interest rates could adversely affect the home construction market, which may result in reduced demand for turf for yards and neighborhood parks. As demand for turf falls, demand for our MRH machines may be adversely affected. For example, we have recently experienced a decline in demand for our MRH machines. We believe that such decline is due to reduced housing starts and higher interest rates.

Housing development projects are subject to various external factors beyond our control, such as changes in local zoning laws, delays in permitting, fluctuations in construction costs, interest rate volatility, and shifts in market demand for commercial and residential properties. These risks are exacerbated by the cyclical nature of the real estate market, where downturns in the economy or disruptions in the credit markets may result in reduced project feasibility, lower occupancy rates, or diminished property values. Downturns in housing development could also affect development of other properties that require turf, such as municipal parks.

Our operations and financial results may be affected by competitive conditions.

The market for our products is highly competitive and rapidly evolving. Most of our competitors have working versions of various types of harvesting and mowing machines, and some are in the process of introducing automated mowers. Our success depends both on our ability to manufacture and support our harvesters and mowers and to continue to improve our product offerings to ensure they are superior to our competitors’ machines. Refinements and improvements to the product line may have technical failures, their production may be delayed, they may have higher production costs than originally expected or they may not be accepted by our customers. If we are not able to anticipate, identify, develop, and market products that respond to changes in customer preferences, demand for our products may be reduced and our operating results would be adversely affected.

Additionally, existing competitors may introduce similar technologies into the market prior to our ability to produce sufficient machines to meet customer demand or may secure patent protection of technology we rely upon in the development of our products. Even though we may be first to market with some products, competitors may attempt to copy our products or utilize our technology to develop superior machines, and there is no guarantee we can effectively defend against such acts.

Some of our competitors and potential competitors have significantly greater resources than we do. Increased competition may result in pricing pressure for us and decrease our market share, any of which could negatively affect our revenue and future operating results and our ability to grow our business.

A number of factors could impact our ability to compete, including:

We may not be able to compete successfully against current and future competitors. In addition, competition may intensify as our competitors expand into our market segments or geographic markets. If we cannot compete successfully against our competitors, our ability to grow our business and achieve profitability could be impaired.

Our existing and future levels of indebtedness could adversely affect our financial health, ability to obtain financing in the future, ability to react to changes in our business and ability to fulfill our obligations under such indebtedness.

As of June 30, 2026, we had outstanding convertible debenture indebtedness in the aggregate principal amount and accrued interest of approximately $25.1 million maturing on January 31, 2028. This level of indebtedness could:

Any of the foregoing impacts of our level of indebtedness could have a material adverse effect on us.

We may not succeed in maintaining and strengthening our brand, which would materially and adversely affect customer acceptance of our products and our business, prospects, financial condition, results of operations, and cash flows.

Our business and prospects heavily depend on our ability to develop, maintain, and strengthen our brand. If we are not able to maintain and strengthen our brand, we may lose the opportunity to build a critical mass of customers. Our ability to develop, maintain, and strengthen our brand will depend heavily on our ability to provide high quality products and technology and engage with our customers as intended, as well as the success of our customer development and marketing efforts. The AgTech industry is intensely competitive, and we may not be successful in building, maintaining, and strengthening our brand. Many of our current and potential competitors have greater name recognition, broader customer relationships and substantially greater marketing resources than we do. If we do not develop and maintain a strong brand, our business, prospects, financial condition, results of operations, and cash flows could be materially and adversely impacted.

In addition, if incidents occur or are perceived to have occurred, whether or not such incidents are our fault, we could be subject to adverse publicity. In particular, given the popularity of social media, any negative publicity, whether true or not, could quickly proliferate and harm consumer perceptions and confidence in our brand. Our ability to successfully position our brand could also be adversely affected by perceptions about the quality of our competitors’ products.

We rely on complex machinery for our operations, and production involves a significant degree of risk and uncertainty in terms of operational performance, safety, security, and costs.

We rely on complex machinery for our operations and our production will involve a significant degree of uncertainty and risk in terms of operational performance, safety, security, and costs. Our manufacturing plant consists of large-scale machinery combining many components. These manufacturing plant components are likely to suffer unexpected malfunctions from time to time and will depend on repairs and spare parts to resume operations, which may not be available when needed. Unexpected malfunctions of manufacturing plant components may significantly affect operational efficiency. Operational performance and costs can be difficult to predict and are often influenced by factors outside of our control, such as, but not limited to, scarcity of natural resources, environmental hazards and remediation, costs associated with decommissioning of machines, labor disputes and strikes, difficulty or delays in obtaining governmental permits, damages or defects in electronic systems, industrial accidents, pandemics, fire, seismic activity, and natural disasters.

In addition, our operations and production may be subject to interruptions, delays, or failures resulting from earthquakes, fires, floods, adverse weather conditions, other natural disasters, power loss, terrorism, pandemics, geopolitical conflicts, other physical security threats, cyberattacks, or other catastrophic events. If any such events were to occur, our operations and production could be impacted and our customers may be subject to service disruptions or outages and we may not be able to recover our technical infrastructure and customer data in a timely manner to restart or provide our services, which may adversely affect our financial results. Furthermore, the majority of our employees are based in our headquarters located in Salt Lake City, Utah. If there is a catastrophic failure involving our manufacturing operations or major disruptive event affecting our headquarters or the Salt Lake area in general, we may be unable to operate our business.

We cannot guarantee that any of these events will not occur in the future, or that we will be able to address such events without damage or delay. Should operational risks materialize, it may result in the personal injury to or death of workers, the loss of production equipment, damage to manufacturing facilities, products, supplies, tools and materials, monetary losses, delays and unanticipated fluctuations in production, environmental damage, administrative fines, increased insurance costs, and potential legal liabilities, all which could have a material adverse effect on our business, prospects, financial condition, results of operations, and cash flows. Although we generally carry insurance to cover such operational risks, we cannot be certain that our insurance coverage will be sufficient to cover potential costs and liabilities arising therefrom. A loss that is uninsured or exceeds policy limits may require us to pay substantial amounts, which could adversely affect our business, prospects, financial condition, results of operations, and cash flows.

Security breaches and other disruptions to our information technology infrastructure could interfere with our operations and could compromise our information as well as information of our employees, customers, and/or suppliers, exposing us to liability that could cause our business and reputation to suffer.

In the ordinary course of business, we rely upon information technology networks and systems, some of which are managed by third parties, to process, transmit, and store electronic information and to manage or support a variety of business processes and activities, including supply chain, manufacturing, distribution, invoicing, and collection of payments from customers. We use information technology systems to record, process, and summarize financial information and results of operations for internal reporting purposes and to comply with regulatory financial reporting, legal, and tax requirements.

Additionally, we collect and store confidential data, including intellectual property, proprietary business information, and the proprietary business information of our customers and suppliers, as well as personal data of our customers and employees in data centers, which are often owned by third parties and maintained on their information technology networks. The secure operation of these information technology networks, and the processing and maintenance of this information, are critical to our business operations and strategy.

We have processes and procedures in place designed to enable us to recover from a disaster or catastrophe and continue business operations and have tested this capability under controlled circumstances. However, though we believe we maintain cybersecurity and data privacy programs sufficient for our current operations and will expand such programs as our operations grow, as an early-stage company, we have not made significant investments in such programs to date. Further, there are several factors ranging from human error to data corruption that could materially impact the efficacy of such processes and procedures, including by lengthening the time services are partially or fully unavailable to customers and end users. It may be difficult or impossible to perform some or all recovery steps and continue normal business operations due to the nature of a particular disaster or catastrophe, especially during peak periods, which could cause additional reputational damages, or loss of revenues, any of which would adversely affect our business and financial results.

Despite security measures, including exercises, tests, incident simulations, and system assessments designed to discover and address potential vulnerabilities, our information technology networks and infrastructure have been and may be vulnerable to intrusion, damage, disruptions, or shutdowns due to attacks by cyber criminals, employees’, or suppliers’ error or malfeasance, supply chain compromise, disruptions during the process of upgrading or replacing computer software or hardware, power outages, computer viruses, ransomware or other malware, telecommunication or utility failures, terrorist acts, natural disasters, or other events. Although we have not suffered any significant cyber incidents that resulted in material business impact, we have from time to time been, and expect to continue to be, the target of malicious cyber threat actors. The occurrence of any significant event could compromise our networks, and the information stored there could be accessed, obtained, publicly disclosed, lost, altered, misused, or stolen. Any such access, acquisition, disclosure, alteration, misuse, or other loss of information could result in legal claims or proceedings, government investigations, liability or regulatory penalties, disruption or shut down of our operations, disruption or shut down of our customers’ operations, and damage to our reputation, which could adversely affect our business, results of operations, and financial condition. Furthermore, as security threats continue to evolve and increase in frequency and sophistication, we may need to invest additional resources to enhance information security.

Our products rely on software and hardware that is highly technical, and if these systems contain errors, bugs, vulnerabilities, or design defects, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected.

Our products rely on software and hardware that is highly technical and complex and may require modification and updates over the life of the products. In addition, our products depend on the ability of such software and hardware to store, retrieve, process and manage data. Our software and hardware may contain errors, bugs, vulnerabilities or design defects, and our systems are subject to certain technical limitations that may compromise our ability to meet our objectives. Some errors, bugs, vulnerabilities, or design defects may be inherently difficult to detect and may only be discovered after the code has been released for external or internal use. Although we will attempt to remedy any issues we observe in our products effectively and rapidly, such efforts may not be timely, may hamper production or may not be to the satisfaction of our customers.

Additionally, malicious threat actors may attempt to gain unauthorized access to our products in order to gain control of the products, change the products’ functionality, user interface, or performance characteristics, interfere with the products’ operations, or gain access to data stored in or generated by the products or to systems to which they connect. In addition, reports of unauthorized access to our products, systems, and data, regardless of their reliability, may result in the perception that the products, systems, or data are vulnerable to malicious or unauthorized modifications. Any unauthorized access to or control of our products or systems, any loss of data, or any perception that products, systems, or data are vulnerable could result in loss of sales based on customers’ loss of confidence in our products, legal claims or proceedings against us, government investigation, liability, or regulatory penalties, which could adversely affect our business, results of operations, and financial condition.

Additionally, if we deploy updates to our software, whether to address issues, deliver new features or make desired modifications, and our over-the-air update procedures fail to properly update the software or otherwise result in unintended consequences to the software, the software within our customers’ products will be subject to vulnerabilities or unintended consequences resulting from such failure of the over-the-air update until properly addressed.

If we are unable to prevent or effectively remedy errors, bugs, vulnerabilities or defects in our software and hardware, or fail to deploy updates to our software properly, we would suffer damage to our reputation, loss of customers, loss of revenue or liability for damages, any of which could adversely affect our business, prospects, financial condition, results of operations, and cash flows.

Technical or regulatory limitations may impact our ability to effectively implement automation solutions.

We utilize our internally developed automation software, digital tools, applications, and analytics in our AMPs to enable our autonomous mower technology. We also use generative artificial intelligence to assist in the development of these tools, primarily to review and troubleshoot code used in our technology.

While we believe the use of these emerging technologies can present significant benefits, it also creates risks and challenges. Data sourcing, technology, integration and process issues, programmed bias in decision-making algorithms, concerns over intellectual property, security concerns, and the protection of privacy could impair the adoption and acceptance of autonomous robotic solutions.

Furthermore, any confidential information that we input into a third-party generative artificial intelligence platform could be leaked or disclosed to others, including sensitive information that is used to train the third parties’ model. Additionally, if the data used to train the solution or the content, analyses, or recommendations that the machine learning and intelligence applications assist in producing is inaccurate, incomplete, biased or questionable, the software and tools we develop with the assistance of such technology may also be flawed. Flaws in our software could adversely affect our brand and reputation and may subject us to legal liability claims.

While we do not currently anticipate developing our own or integrating existing artificial intelligence platforms for use in our automation technology, we may, in the future, determine that such technology is needed in order to compete effectively in the evolving AgTech industry. The development of our own artificial intelligence applications, if any, may require additional investment in the development of proprietary systems, models, or datasets, which are often complex, may be costly and could impact the results of our operations. Developing, testing, and deploying these technologies may also increase the cost profile of our products due to the level of investment needed to enable such initiatives. The sale of these technologies, or their use by us or by our customers in our products, may also subject us to additional risks, including reputational harm, competitive harm or legal liabilities, due to their perceived or actual impact on privacy, intellectual property, or other contexts.

Our products incorporate artificial intelligence and machine learning technologies that may produce unexpected, erroneous, or harmful outcomes, which could result in product liability, recalls, reputational harm, or regulatory action.

Our automated mower products rely on artificial intelligence, machine learning, computer vision, sensor fusion, and related technologies to navigate terrain, identify obstacles, and operate autonomously without continuous human oversight. These AI systems are probabilistic in nature and may not perform accurately or reliably across all real-world conditions. Factors including unusual terrain, unexpected obstacles, adverse weather, sensor degradation, software anomalies, or inputs outside the scope of our training data may cause our products to behave in ways that are unintended, unpredictable, or unsafe. Any failure of our AI systems to operate as intended could result in property damage, personal injury, or death, exposing us to significant product liability claims, recalls, regulatory investigations, or reputational harm. Even a single high-profile incident involving one of our products could materially damage consumer confidence in our brand and adversely affect our results of operations and financial condition.

Our AI systems depend on large volumes of training data, and deficiencies in the quality, diversity, or sufficiency of that data may impair product performance and expose us to liability.

The performance of the machine learning models embedded in our products is dependent on the quality, volume, and diversity of the data used to train and validate those models. If our training data is unrepresentative, biased, incomplete, inaccurate, or insufficiently diverse with respect to the operating environments in which our products are used, our AI systems may underperform or fail, particularly in edge cases not adequately captured during training. We may not be able to identify all such deficiencies before or after product deployment. Additionally, as we update and retrain our models over time, including through software updates delivered to products already in customers’ hands, model changes may introduce new failure modes or degrade performance in previously reliable use cases. Any such deficiencies could result in product liability claims, regulatory scrutiny, or damage to our reputation.

We may be subject to evolving and uncertain laws and regulations governing artificial intelligence, autonomous systems, and robotics, which could require costly modifications to our products or business practices or limit our ability to operate.

The regulatory landscape governing artificial intelligence, machine learning, autonomous systems, and consumer robotics is rapidly evolving and remains highly uncertain. In the United States, the European Union, and other jurisdictions in which we operate or intend to operate, governmental bodies are actively developing or considering new laws, regulations, standards, and guidance applicable to AI-enabled products. These may include requirements relating to transparency and explainability of AI decision-making, safety testing and certification, data collection and use, consumer notification, mandatory incident reporting, and liability frameworks for autonomous systems. Compliance with new or amended regulations could require significant engineering effort, product redesign, additional testing, or changes to our data practices. If we are unable to adapt our products or operations to satisfy applicable legal requirements in a timely and cost-effective manner, we may be required to limit or halt sales in certain markets, which could have a material adverse effect on our business, financial condition, and results of operations. Given the pace of regulatory activity in this area, we cannot predict the scope, timing, or impact of future requirements.

We could be impacted by changes to or reallocation of radio frequency (“RF”) bands which could disrupt or degrade the reliability of our high precision augmented Global Positioning System (“GPS”) or other RF technology, which could impair our ability to develop and market GPS-based technology solutions, as well as significantly reduce our customers’ profitability.

Our current and planned autonomous mower technology depends upon the use of RF signals. These signals include, but are not limited to, GPS signals, other GPS-like satellite signals, augmented GPS services, cellular networks and other RF technologies that link equipment, operations, owners, dealers, and technicians. These radio services depend on frequency allocations governed by international and national government agencies. Any international or national reallocation of frequency bands, including frequency bands segmentation and band spectrum sharing, or other modifications concerning the regulation of frequency bands, could significantly disrupt or degrade the utility and reliability of our GPS-based products, which could negatively affect our ability to develop and market GPS-based technology solutions.

In addition, disruptions with GPS signals or the failure of telecommunications network operators to supply the bandwidth we need to support our products could interfere with the speed, availability, and usability of our equipment and services. If these GPS signals or RF signals become unavailable, our customers could be unable to use their equipment indefinitely. For our customers, this could result in lower turf crop yields, decreased operational efficiency, and higher equipment maintenance and wage costs. These cost increases could significantly reduce customers’ profitability, sustainability, and demand for our products. As a result, our sales and revenue could significantly decrease, which would have a material adverse effect on our results of operations and our business.

Our business may suffer if our products fail to perform as expected.

If our products do not perform as expected, we may receive warranty claims and may have to perform post-sales repairs or recalls. We may also be subject to regulatory requirements and penalties that will impact our ability to develop, market, and sell our products. This may result in product delivery delays. It could also lead to product liability, breach of warranty, and consumer protection claims. These claims and warranty expenses could be significant. As a manufacturer of equipment, we must manage the cost and risk associated with product warranties, post-sale repairs and recalls, regulatory penalties, and product liability, breach of warranty, and consumer protection claims with respect to our products. In addition to post-sale repairs or recalls initiated by us for various reasons, investigations into our products by government regulators may compel us to initiate product recalls or may result in negative public perceptions about the safety of our products, even if we disagree with the regulator’s determination. Such post-sale repairs or recalls, whether voluntary or involuntary, could result in significant expense, supply chain complications, and may harm our brand, business, prospects, financial condition, and operating results.

Expanding our international operations, where we have limited operating experience, may subject us to increased business, regulatory, economic and political risks that could seriously harm our business, operating results and financial condition.

Operating in international markets requires significant resources and management attention and subjects us to regulatory, economic and political risks that are different from those in the U.S.

We intend to continue to expand our operations internationally, but our expansion efforts may not be successful. In addition, we face risks in doing business internationally, including risks associated with sales to international governments and entities, that could constrain our operations, increase our cost structure, and compromise our growth prospects, including:

Further, as we continue to expand internationally, we will become increasingly exposed to fluctuations in currency exchange rates. Future agreements with international partners may provide for payments to us to be denominated in local currencies, and in such cases, fluctuations in the value of the U.S. dollar and foreign currencies could impact our operating results when translated into U.S. dollars. Further, the strengthening of the U.S. dollar relative to foreign currencies could increase the real cost of our platform for our customers outside of the U.S., which could lead to the lengthening of our sales cycle or reduced demand for our products. If we are not able to successfully hedge against the risks associated with currency fluctuations, our financial condition and results of operations would be adversely affected. To date, we have not entered into any hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. While we may decide to enter into hedging transactions in the future, the availability and effectiveness of these hedging transactions may be limited and we may not be able to successfully hedge our exposure, which would adversely affect our financial condition and results of operations.

Our business depends largely on our ability to attract and retain talented employees, including senior management. If we lose the services of members of our senior management team, we may not be able to execute on our business strategy.

Our future success depends on the continuing ability to attract, train, assimilate and retain highly skilled personnel, including engineers and sales personnel with experience in the AgTech market. We face intense competition for qualified individuals from numerous AgTech companies. We may not be able to retain current key employees or attract, train, assimilate or retain other highly skilled personnel in the future. We may incur significant costs to attract and retain highly skilled personnel, and we may lose new employees to competitors or other technology companies before we realize the benefit of our investment in recruiting and training them. As we move into new geographies, we will need to attract and recruit skilled personnel in those areas. If we are unable to attract and retain suitably qualified individuals who are capable of meeting our growing technical, operational, and managerial requirements, on a timely basis or at all, our business, operating results and financial condition may be adversely affected.

Our future success also depends in large part on the continued services of our senior management and other key personnel, including in particular our founder, current Chairman, and Chief Technology Officer, Steven Aposhian. We rely on our leadership team and key employees in the areas of engineering, sales and product development, design, marketing, operations, strategy, security, and general and administrative functions. Our senior management and other key personnel are all employed on an at-will basis, which means that they could terminate their employment with us at any time, for any reason, and without notice. We do not currently maintain key-person life insurance policies on any of our officers or employees. If we lose the services of senior management or other key personnel, our business, operating results, and financial condition could be adversely affected.

Volatility or lack of appreciation in our stock price may also affect our ability to attract and retain key employees. Employees may be more likely to leave us if the shares they own or the shares underlying their vested options have significantly appreciated in value relative to the original purchase price of the shares or the exercise price of the options, or conversely, if the exercise price of the options that they hold are significantly above the market price of our common stock. If we are unable to retain employees, or if we need to increase our compensation expenses to retain our employees, our business, operating results and financial condition could be adversely affected.

Our management will be able to exert influence over our affairs.

Following the Direct Listing, including the exercise of certain Warrants in the Warrant Exercise immediately prior to the completion of the Direct Listing, we expect that our senior management team will control a significant portion of the outstanding shares of our common stock. These individuals, if acting together, will be able to exercise significant influence on the outcome of matters requiring approval by our stockholders, including, but not limited to, the election of directors and significant corporate transactions. This concentration of ownership may have the effect of delaying or preventing a change in control and might affect the market price of our common stock.

We face risks related to our contracts with state and local government entities, which could harm our results of operations.

We expect to enter into agreements with local and state government entities as we expand our business into the sports turf market, such as municipal golf courses and parks. Sales to government entities, including municipalities, are subject to a number of risks. Selling to government entities can be highly competitive, expensive and time consuming, often requiring significant upfront time and expense without any assurance that we will successfully sell our products to such governmental entity. Government entities may require contract terms that differ from our standard arrangements. In addition, government demand and payment for our products may be more volatile as they are affected by public sector budgetary cycles, funding authorizations, and the potential for funding reductions or delays, making the time to close such transactions more difficult to predict. This risk is enhanced as the size of such sales to the government entities increases. If we are successful in expanding our customer base to include more government entities, we may be subject to increased scrutiny, potential reputational risk, or potential liability should our platform and products fail to perform as contemplated in such deployments or should we not comply with the terms of our government contracts or government contracting requirements.

Unfavorable weather conditions or natural catastrophes that reduce agricultural production and demand for agriculture and turf equipment could directly and indirectly affect our business.

The purchasing decisions of our customers, particularly the purchasers of agriculture and turf equipment, can be significantly affected by poor or unusual weather conditions. Such conditions include:

Each of these conditions could negatively affect demand for agricultural and turf equipment and the financial condition and credit risk of our customers.

If we are unable to successfully develop and introduce new products and product enhancements on a timely basis and in response to evolving customer needs, our business, prospects, financial condition, results of operations, and cash flows could be materially and adversely affected.

We plan to continue investing in R&D to expand our portfolio and enhance existing offerings, including additional autonomous platforms and accessories such as the AMP-X60 and AMP-X90 platforms, a greens roller, a bunker rake, and a fairway sprayer among others.

Developing and commercializing new products is complex, costly, and time-consuming, and we may face delays, cost overruns, performance shortfalls, or late-stage changes, or decide to postpone or cancel projects if they do not meet our objectives.

Timely delivery also depends on third-party components and technologies, access to specialized equipment, and successful production scale-up. We rely on a limited number of suppliers for critical components, and our manufacturing depends on complex machinery subject to operational risks, any of which could delay launches, limit volumes, or increase costs. Even if introduced, new offerings may not meet evolving customer requirements or achieve expected adoption, which could reduce sales and pressure margins.

Risks Related to Financial and Accounting Matters

Our operating results may fluctuate significantly, which makes our future results difficult to predict.

Our quarterly and annual operating results have fluctuated in the past and are expected to fluctuate in the future. Additionally, we have a limited operating history with the current scale of our business, which makes it difficult to forecast our future results and subjects us to a number of uncertainties, including our ability to plan for and anticipate future growth. As a result, you should not rely upon our past quarterly and annual operating results as indicators of future performance. We have encountered, and will continue to encounter, risks and uncertainties frequently experienced by growing companies in rapidly evolving markets, such as the risks and uncertainties described herein. Our operating results in any given quarter can be influenced by numerous factors, many of which are unpredictable or are outside of our control, including, but not limited to:

The impact of one or more of the foregoing and other factors may cause our operating results to vary significantly. As such, quarter-to-quarter comparisons of our operating results may not be meaningful and should not be relied upon as an indication of future performance. If we fail to meet or exceed the expectations of investors or securities analysts, then the trading price of our common stock could fall substantially, and we could face costly lawsuits, including securities class action suits. Furthermore, any quarterly or annual fluctuations in our operating results may, in turn, cause the price of our stock to fluctuate substantially.

We have identified material weaknesses in our internal control over financial reporting, and the failure to achieve and maintain effective internal controls over financial reporting could harm our business and negatively impact the value of our common stock.

Effective internal control over financial reporting is necessary for us to provide reliable financial reports in a timely manner. In connection with the preparation of our consolidated financial statements for the year ended December 31, 2025, we concluded that there were material weaknesses in our internal control over financial reporting relating to (a) an ineffective control environment, including an insufficient number of personnel with an appropriate level of knowledge and experience to create the proper environment for effective internal control over financial reporting, as well as the other components of the COSO framework, including appropriate risk assessment, control activities, information and communication, and monitoring activities; (b) ineffective controls for information systems supporting our key financial reporting processes; and (c) ineffective process-level controls. A material weakness is a significant deficiency, or a combination of significant deficiencies, in internal control over financial reporting such that it is reasonably possible that a material misstatement of the annual or interim consolidated financial statements will not be prevented or detected on a timely basis. While we are implementing measures designed to improve our internal control over financial reporting to remediate these material weaknesses, including the hire of additional financial personnel, we cannot be certain that these efforts will remediate our material weaknesses in a timely manner, or at all, or prevent restatements of our consolidated financial statements in the future. If we are unable to successfully remediate our material weaknesses, or identify any future significant deficiencies or material weaknesses, the accuracy and timing of our financial reporting may be adversely affected, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports, and the market price of our common stock may decline as a result.

Ensuring that we have adequate internal financial and accounting controls and procedures in place so that we can produce accurate consolidated financial statements on a timely basis is a costly and time-consuming effort that needs to be re-evaluated frequently. We expect to incur additional costs to remediate these control deficiencies, though we cannot be certain that our efforts will be successful or avoid potential future material weaknesses. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements in accordance with generally accepted accounting principles. If we are unable to successfully remediate our existing or any future material weaknesses in our internal control over financial reporting, or if we identify any additional material weaknesses, the accuracy and timing of our financial reporting may be adversely affected, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting, and our stock price may decline as a result. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets. In addition, investors’ perceptions that our internal controls are inadequate or that we are unable to produce accurate consolidated financial statements on a timely basis may harm our stock price and make it more difficult for us to effectively market and sell our products to new and existing customers.

We could be subject to additional sales tax or other indirect tax liabilities.

We are subject to sales tax laws in various states and countries, and changes to these laws or their interpretation could affect our tax responsibilities. In addition, we are also subject to sales tax and other audits from time to time by such jurisdictions. For example, we are currently undergoing a sales tax audit by the State of California and there can be no guarantee as to whether we will be required to pay additional sales taxes or penalties relating to such audit.

While some jurisdictions provide sales tax exemptions for the types of products we sell, we may not meet the requirements for such exemptions, including timing requirements relating to exemption certificates. Certain state tax authorities may challenge or dispute our tax reporting, potentially requiring us to collect or remit additional taxes, which could result in penalties, interest, and other sanctions. Any one of these consequences or other negative effects could have a material adverse effect on our financial condition, cash flows or results of operations.

In the past, we did not have systems and processes to collect these taxes in all jurisdictions where we were conducting business. Failure to comply with such laws or administrative practices, or a successful assertion by such states or foreign jurisdictions requiring us to collect taxes where we did not, could result in substantial tax liabilities for past sales, as well as penalties and interest. We are in the process of assessing our filing status and exposure with each state to determine if we can take advantage of an amnesty program or negotiated settlements.

We may be subject to laws, regulations, and administrative practices that require us to collect information from our customers, vendors, merchants, and other third parties for tax reporting purposes and report such information to various government agencies. The scope of such requirements continues to expand, requiring us to develop and implement new compliance systems. Failure to comply with such laws and regulations could result in significant penalties.

We are in the process of developing systems to comply with collection and reporting requirements in all states in which we do business. However, the application of existing, new or revised taxes on our business, in particular, sales taxes, VAT and similar taxes would likely increase the cost of doing business. The application of these taxes on our business could also create significant increases in internal costs necessary to capture data and collect and remit taxes. There have been, and will continue to be, substantial ongoing costs associated with complying with the various indirect tax requirements in the numerous markets in which we conduct or will conduct business.

Our ability to use our U.S. federal and state net operating losses to offset future taxable income may be subject to certain limitations which could subject our business to higher tax liability.

As of December 31, 2025, we had gross U.S. federal net operating loss (“NOL”) carryforwards of approximately $19.3 million and gross state NOL carryforwards of approximately $14.8 million, which may expire unutilized or underutilized. To the extent that we continue to generate taxable losses, unused losses will carry forward to offset future taxable income, if any. Under the 2017 Tax Cuts and Jobs Act (the “Tax Act”), as modified by the Coronavirus Aid, Relief, and Economic Security Act, unused U.S. federal NOLs generated in tax years beginning after December 31, 2017, will not expire and may be carried forward indefinitely, but the deductibility of such federal NOLs in taxable years beginning after December 31, 2020, is limited to 80% of current year taxable income.

Under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), and corresponding provisions of state law, if a corporation that undergoes an “ownership change,” which is generally defined as a greater than 50 percentage point change (by value) in its equity ownership by certain stockholders over a three-year period, the corporation’s ability to utilize its pre-change NOL carryforwards to offset its post-change income or taxes may be limited.

We may experience ownership change(s) in the future as a result of subsequent shifts in our stock ownership, some of which may be outside our control. Therefore, it is possible that such an ownership change could limit the amount of NOLs we can use to offset future taxable income. Our current NOL carryforwards, and any NOL carryforwards of companies we acquire in the future, may be subject to limitations, thereby increasing our overall tax liability. Our NOL carryforwards may also be impaired under similar provisions of state law. We have recorded a full valuation allowance related to our U.S. federal and state NOL carryforwards and other net deferred tax assets due to the uncertainty of the ultimate realization of the future benefits of those assets. Our NOL carryforwards may expire unutilized or underutilized, which could prevent us from offsetting future taxable income. Any future changes in U.S. tax laws in respect of the utilization of NOL carryforwards may further affect the limitation in future years. In addition, there may be periods during which the use of NOL carryforwards is suspended or otherwise limited at the state level, which could also impact our ability to utilize NOL carryforwards. As a result, even if we attain profitability, we may be unable to use all or a material portion of our NOLs, which could adversely affect our business, operating results, financial condition, and cash flows.

We could be subject to changes in tax rates, the adoption of new U.S. or international tax legislation, or exposure to additional tax liabilities.

Due to shifting economic and political conditions in both the U.S. and internationally, tax policies, laws, or rates in various jurisdictions may be subject to significant changes in ways that impair our financial results. Various jurisdictions around the world have enacted or are considering digital services taxes, which could lead to inconsistent and potentially overlapping international tax regimes. The Organization for Economic Cooperation and Development recently released proposals relating to its initiative for modernizing international tax rules, with the goal of having different countries implement a modernized and aligned international tax framework, but there can be no guarantee that this will occur.

Risks Related to Legal and Regulatory Matters

Tariffs on certain imports to the U.S., other potential changes to U.S. tariff and import/export regulations, and retaliatory tariffs and other responses from other countries could have a material adverse effect on global economic conditions and our business, results of operations, prospects, and financial condition.

We purchase some of our parts (including parts used in fabricating machines components) from sources located internationally. The U.S. government has implemented substantial changes to U.S. trade policies, including import restrictions, increased import tariffs and changes in U.S. participation in multilateral trade agreements. As the implementation of tariffs is ongoing, more tariffs may be added in the future. These tariffs could have an adverse impact on our business, results of operations, prospects and financial condition, and if we are unable to pass such price increases through to our customers, it would likely increase our cost of sales and, as a result, decrease our gross margins, operating income and net income. Further tariff increases could require us to increase prices, which likely would decrease customer demand for our products. Retaliatory tariff and trade measures imposed by other countries could affect our ability to export products and therefore adversely affect our sales. In addition, reciprocal tariffs imposed by other countries could adversely affect our ability to expand our sales internationally.

In light of these events, there continues to exist significant uncertainty about the future relationship between the U.S. and other countries with respect to such trade policies, treaties, and tariffs. These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the U.S. Any of these factors could depress economic activity and restrict our access to suppliers or customers and, in turn, have a material adverse effect on the business and financial condition of such suppliers and customers or other counterparties we do business with, which in turn would negatively impact us.

It may ultimately be determined that we did not qualify for the Employee Retention Credit and we may be required to repay the amounts received, which could have a material adverse effect on our business, results of operations and financial condition.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (The “CARES Act”) was enacted to address the negative economic impact of the COVID-19 pandemic in the United States. The CARES Act included an Employee Retention Credit (“ERC”), a fully refundable tax credit for employers equal to fifty percent (50%) of qualified wages (including allocable qualified health plan expenses) that Eligible Employers pay their employees. The ERC applies to qualified wages paid after March 12, 2020, and before January 1, 2021.

In April 2021, we engaged a third-party consultant to assist in determining eligibility, gathering applicable data, calculating potential credits, and preparing analyses to assist us in amending tax filings made in 2020 and 2021 in order to take advantage of the ERC. In 2022, we received total cash refunds from the Internal Revenue Service (the “IRS”) in the amount of approximately $1.3 million which were applicable to 2020 payroll periods. In 2023, we received total cash refunds in the amount of approximately $2.4 million which were applicable to 2021 payroll periods.

Subsequent to receiving the refunds, the IRS has been aggressively auditing ERC refunds, often disallowing them for noncompliance, and issuing additional guidance in some cases extending the statute of limitations for ERC audit periods. In July 2025, the One Big Beautiful Bill was enacted which, among other things, extended the statute of limitations applicable to ERC refunds. The current statute of limitations for our refund periods is the later of April 2028 or six years from the date the ERC was claimed. We will continue to monitor the IRS published guidance and program changes. While we believe we qualified for the ERC at the time we applied for the related refunds, if the IRS choses to audit the refunds we received, they may determine to disallow our refunds. If we are ultimately required to repay the ERC it may materially adversely affect our financial condition and results of operations. As of June 30, 2026 and December 31, 2025, the Company has accrued $3.6 million related to the ERC refunds.

Our operations are subject to complex and changing laws and regulations, the violation of which could expose us to potential liabilities, increased costs, and other adverse effects.

We are subject to numerous international, federal, state, and local laws and regulations, many of which are complex, frequently changing, and subject to varying interpretations. These laws and regulations cover a variety of subjects, including advertising, anti-money laundering, antitrust, consumer finance, environmental, climate-related, health and safety, import/export and trade, human rights, labor and employment, product liability reporting, cybersecurity, data privacy, telematics, encryption, and telecommunications. Changes to existing laws and regulations, or changes to how they are interpreted, or the implementation of new, more stringent laws or regulations, could adversely affect our business by increasing compliance costs, limiting our ability to offer a product or service, requiring changes to our business practices, or otherwise making our products and services less attractive to customers. Failure to comply with these laws and regulations could result in fines and penalties.

In addition, we must comply with the FCPA and all applicable foreign anti-bribery and anti-corruption laws. These laws generally prohibit companies and their intermediaries from making improper payments or providing anything of value to improperly influence government officials or private individuals for the purpose of obtaining or retaining a business advantage, regardless of whether those practices are culturally expected in a particular jurisdiction. Although we have a compliance program in place designed to reduce the likelihood of potential violations of these laws and regulations, our employees, contractors, or agents in the future could violate such laws and regulations or our policies and procedures. Violations of these laws and regulations could result in criminal or civil sanctions and may have a material adverse effect on our reputation, business, results of operations, and financial condition.

We may face risks associated with international, national, and regional trade laws, regulations, and policies, and government farm programs and policies which could significantly impair our profitability and growth prospects.

International, national, and regional laws, regulations, and policies directly or indirectly related to or restricting the import and export of our products, services, and technology, or for the benefit of favored industries or sectors, could harm our global business or adversely affect our customers, which could result in decreased purchases of our products. We are subject to various regulatory risks including, but not limited to, the following:

We could be involved in legal disputes that are expensive and time consuming, and, if resolved adversely, could harm our business, operating results, and financial condition.

From time to time we are involved in, and may in the future be involved in, actual and threatened legal proceedings, claims, investigations and government inquiries arising in the ordinary course of our business, including intellectual property, data privacy, cybersecurity, privacy and other torts, illegal or objectionable content, contractual rights, false or misleading advertising, or other legal claims relating to content or information that is provided to us or published or made available on our platform. Any proceedings, claims or inquiries involving our company, whether successful or not, may be time consuming, result in costly litigation, unfavorable outcomes, increased costs of business, may require us to change our business practices or platform, require significant amount of management’s time, may harm our reputation or otherwise harm our business, operating results, and financial condition.

We have been subject to actual and threatened litigation with respect to third-party patents, trademarks, copyrights and other intellectual property, and may continue to be subject to intellectual property litigation and threats thereof. To prevent substantial unauthorized use of our intellectual property rights, it may be necessary to prosecute actions for infringement and/or misappropriation of our proprietary rights against third parties. Any such action could result in significant costs and diversion of our resources and management’s attention, and we cannot assure that we will be successful in such action. Companies in the AgTech industry own large numbers of patents, copyrights, trademarks and trade secrets and frequently enter into litigation based on allegations of infringement or other violations of intellectual property rights. As we face increasing competition and grow our business and product and service offerings, the possibility of being targeted by a larger number of intellectual property claims may increase. In addition, various “non-practicing entities” that own patents and other intellectual property rights have asserted, and may in the future attempt to assert, intellectual property claims against us to extract value through licensing or other settlements.

From time to time, we may receive letters from patent holders alleging that one or more of our products infringes on their patent rights and from trademark holders alleging infringement of their trademark rights. Our technologies and products may not be able to withstand such third-party claims.

With respect to any intellectual property claims, we may have to seek a license to continue using technologies or engaging in practices found to be in violation of a third-party’s rights, which may not be available on reasonable terms and may significantly increase our operating expenses. A license to continue such technologies or practices may not be available to us at all and we may be required to discontinue use of such technologies or practices or to develop alternative non-infringing technologies or practices. The development of alternative non-infringing technologies or practices could require significant effort and expense or may not be achievable at all, and our business, operating results, and financial condition could be adversely affected.

Risks Related to Intellectual Property

Failure to protect and enforce our proprietary technology and intellectual property rights could substantially harm our business, operating results and financial condition.

We rely on a combination of confidentiality, assignment, and license agreements with our employees, consultants, and third parties with whom we have relationships, as well as trademark, copyright, patent, trade secret, and domain name protection laws, to protect our proprietary rights. We have filed various applications for protection of certain aspects of our intellectual property, and we currently hold issued patents and copyrights in the U.S., and multiple trademark registrations in the U.S. Third parties may knowingly or unknowingly infringe our proprietary rights, third parties may challenge proprietary rights held by us, and pending and future trademark and patent applications may not be approved.

Any issued patents may be challenged, invalidated or circumvented, and any rights granted under these patents may not actually provide adequate defensive protection or competitive advantages to us. Patent applications in the U.S. are typically not published until at least 18 months after filing, or, in some cases, not at all. We cannot be certain that we were the first to make the inventions claimed in our pending patent applications or that we were the first to file for patent protection. Additionally, the process of obtaining patent protection is expensive and time-consuming, and we may not be able to prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner. Recent changes to the patent laws in the U.S. may also bring into question the validity of certain patents and may make it more difficult and costly to prosecute patent applications. Such changes may lead to uncertainties or increased costs and risks surrounding the prosecution, validity, ownership, enforcement, and defense of our issued patents and patent applications and other intellectual property, the outcome of third-party claims of infringement, misappropriation, or other violation of intellectual property brought against us and the actual or enhanced damages (including treble damages) that may be awarded in connection with any such current or future claims, and could have a material adverse effect on our business.

We rely on our trademarks, trade names, and brand names to distinguish our platform from the products of our competitors. However, third parties may have already registered identical or similar marks for products or solutions. Efforts by third parties to limit use of our brand names or trademarks and barriers to the registration of brand names and trademarks may restrict our ability to promote and maintain a cohesive brand throughout relevant markets. We cannot be certain that pending or future U.S. or foreign trademark applications will be approved in a timely manner or at all, or that such registrations will effectively protect our brand names and trademarks. Third parties may also oppose our trademark applications, or otherwise challenge our use of the trademarks. In the event that our trademarks are successfully challenged, we could be forced to rebrand our platform, which would result in loss of brand recognition and would require us to devote resources to advertising and marketing new brands.

In addition, effective intellectual property protection may not be available in every country in which we operate or intend to operate our business. In any or all of these cases, we may be required to expend significant time and expense in order to prevent infringement or to enforce our rights. Although we have generally taken measures to protect our proprietary rights, others may offer products or concepts that are substantially similar to ours and compete with our business. If the protection of our proprietary rights is inadequate to prevent unauthorized use or appropriation by third parties, the value of our brands and other intangible assets may be diminished and competitors may be able to more effectively mimic our platform and methods of operations.

To prevent unauthorized use of our intellectual property rights, it may be necessary to prosecute actions for infringement and/or misappropriation of our proprietary rights against third parties. Any such action could result in significant costs and diversion of our resources and management’s attention, and we cannot be certain that we will be successful in such action. Furthermore, many of our current and potential competitors have the ability to dedicate substantially greater resources to enforce their intellectual property rights (or to contest claims of infringement) than we do. Accordingly, despite our efforts, we may not be able to prevent third parties from knowingly or unknowingly infringing upon, misappropriating or circumventing our intellectual property rights. If we are unable to protect our proprietary rights, we will find ourselves at a competitive disadvantage to others who need not incur the additional expense, time and effort required to create our platform. Moreover, we may need to expend additional resources to defend our intellectual property rights in foreign countries, and our inability to do so could impair our business, results of operations and financial condition or adversely affect our business, operating results, and financial condition.

Confidentiality agreements with employees and others may not adequately prevent disclosure of trade secrets and proprietary information.

We have devoted substantial resources to the development of our intellectual property and proprietary rights. To protect our intellectual property and proprietary rights, we rely in part on confidentiality agreements with our employees, vendors, licensees, independent contractors and other advisors. These agreements may not effectively prevent disclosure of confidential information and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information. Effective trade secret protection may also not be available in every country in which our platform is used or where we have employees or independent contractors. The loss of trade secret protection could make it easier for third parties to compete with our platform by copying functionality. In addition, any changes in, or unexpected interpretations of, the trade secret and employment laws in any country in which we operate may compromise our ability to enforce our trade secret and intellectual property rights. In addition, others may independently discover trade secrets and proprietary information and in such cases, we could not assert any trade secret rights against such parties. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights and failure to obtain or maintain trade secret protection could adversely affect our competitive business position.

Third parties may claim that our platform infringes their intellectual property rights, and this may create liability for us or otherwise adversely affect our business, operating results and financial condition.

Third parties may claim that our platform infringes their intellectual property rights, and such claims may result in legal claims against us and our technology partners and customers. These claims may damage our brand and reputation and create liability for us. We expect the number of potential claims to increase as the functionality of our platform and services overlaps with that of other products and services, and as the volume of issued patents and patent applications continues to increase.

Companies in the AgTech industry own large numbers of patents, copyrights, trademarks, and trade secrets and frequently enter into litigation based on allegations of infringement or other violations of intellectual property rights. In addition, many of these companies have the capability to dedicate substantially greater resources to enforce their intellectual property rights and to defend claims that may be brought against them. Furthermore, patent holding companies, non-practicing entities, and other adverse patent owners that are not deterred by our existing intellectual property protections may seek to assert patent claims against us. We have received, and may in the future receive, notices that claim we have misappropriated, misused, or infringed other parties’ intellectual property rights, and, to the extent we gain greater market visibility, we may face a higher risk of being the subject of intellectual property infringement claims.

We may also face exposure to third-party intellectual property infringement, misappropriation, or violation actions if we engage engineers or other personnel who were previously engaged by competitors or other third parties and those personnel inadvertently or deliberately incorporate proprietary technology of third parties into our products. In addition, we may lose valuable intellectual property rights or personnel. A loss of key personnel or their work product could hamper or prevent our ability to develop, market and support potential products or enhancements, which could severely harm our business. Any intellectual property claims, with or without merit, could be very time-consuming, could be expensive to settle or litigate, and could divert our management’s attention and other resources. These claims could also subject us to significant liability for damages, potentially including treble damages if we are found to have willfully infringed patents or copyrights. These claims could also result in us having to stop using technology found to be in violation of a third party’s rights. We might be required to seek a license for the intellectual property, which may not be available on reasonable terms or at all. Even if a license were available, we could be required to pay significant royalties, which would increase our operating expenses. Alternatively, we could be required to develop alternative non-infringing technology, which could require significant time, effort, and expense, and may affect the performance or features of our platform. If we cannot license or develop alternative non-infringing substitutes for any infringing technology used in any aspect of our business, we would be forced to limit use of our platform. Any of these results would adversely affect our business, operating results and financial condition.

Our use of “open source” software could subject us to possible litigation or could prevent us from offering products that include open source software or require us to obtain licenses on unfavorable terms.

A portion of the technologies we use incorporates “open source” software, and we may incorporate additional open source software in the future. Open source software is generally licensed by its authors or other third parties under open source licenses. These licenses may subject us to certain unfavorable conditions, including requirements that we offer our products that incorporate the open source software for no cost, that we make publicly available the source code for any modifications or derivative work we create based upon, incorporating or using the open source software, or that we license such modifications or derivative works under the terms of the particular open source license. From time to time, companies that use third-party open source software have also faced claims challenging the use of such open source software and their compliance with the terms of the applicable open source license. We may be subject to suits by parties claiming ownership of what it believes to be open source software or claiming non-compliance with the applicable open source licensing terms.

In addition to using open source software, we also license to others some of our software through open source projects. Open sourcing our own software requires the company to make the source code publicly available, and therefore can affect our ability to protect our intellectual property rights with respect to that software. Additionally, if a third-party software provider has incorporated open source software into software that we license from such provider, we could be required to disclose any of our source code that incorporates or is a modification or derivative work of such licensed software. If an author or other third party that distributes open source software that we use or license were to allege that we had not complied with the conditions of the applicable license, we could be required to incur significant legal expenses defending against such allegations and could be subject to significant damages, enjoined from offering our products that contained the open source software, required to release proprietary source code, required to obtain licenses from third parties or otherwise required to comply with the unfavorable conditions unless and until we can re-engineer the product so that it complies with the open source license or does not incorporate the open source software.

The terms of many open source licenses have not been interpreted by U.S. or foreign courts, and accordingly there is a risk that those licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to commercialize our platform. In that event, we could be required to seek licenses from third parties in order to continue offering our platform, to re-develop our platform, or to release our proprietary source code under the terms of an open source license, any of which could harm our business. Enforcement activity for open source licenses can also be unpredictable. Were it determined that our use was not in compliance with a particular license, we may be required to release our proprietary source code, defend claims, pay damages for breach of contract or copyright infringement, grant licenses to our patents, re-engineer our platform, or take other remedial action that may divert resources away from our product development efforts, any of which could negatively impact our business. Open source compliance problems can also result in damage to reputation and challenges in recruitment or retention of engineering personnel. Further, given the nature of open source software, it may be more likely that third parties might assert copyright and other intellectual property infringement claims against us based on our use of these open source software programs. Litigation could be costly for us to defend, have a material adverse effect on our business, results of operations and financial condition, or require us to devote additional development resources to change our platform.

General Risk Factors

The obligations associated with operating as a public company following the Direct Listing will require significant resources and management attention and will cause us to incur additional expenses, which will adversely affect our results of operations.

Following the Direct Listing, our expenses will increase as a result of the additional accounting, legal and various other additional expenses usually associated with operating as a public company and complying with public company disclosure obligations. After the completion of the Direct Listing, we will be required to comply with certain requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and other applicable securities rules and regulations. The Exchange Act requires, among other things, us to file annual, quarterly, and current reports with respect to our business and operating results with the SEC. We will also be required to ensure that we have the ability to prepare consolidated financial statements that are fully compliant with all SEC reporting requirements on a timely basis. Compliance with these rules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources. As a public company, we will, among other things:

These changes, and the additional involvement of accountants and legal advisors, will require a significant commitment of additional resources. We might not be successful in complying with these obligations and the significant commitment of resources required for complying with them could have a material adverse effect on our business, financial condition, results of operations and cash flows. In addition, in connection with the Direct Listing, we intend to increase our directors’ and officers’ insurance coverage, which will increase our insurance cost. In the future, it may be more expensive or more difficult for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors would also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers.

Economic uncertainty or downturns, including as a result of supply chain disruptions, tariffs, the Iran and Ukraine - Russia conflicts, rising fuel prices, inflation, increasing interest rates and instability in the global banking system could adversely affect our business, financial condition and operating results.

In recent years, the U.S. and other significant markets have experienced cyclical downturns and worldwide economic conditions remain uncertain due to, among other things, rising interest rates, inflation, tariffs, instability in the global banking system, and the impacts of the wars in Iran and Ukraine. Economic uncertainty and associated macroeconomic conditions make it extremely difficult for us and our customers to accurately forecast and plan future business activities, and could cause our customers, as well as local, state and government entities providing funding to certain customers, to slow spending on our products, which could delay and lengthen sales cycles. Furthermore, during uncertain economic times, our customers may face issues gaining timely access to sufficient credit on acceptable terms, which could result in an impairment of their ability to make timely payments to us. If that were to occur, we may be required to increase our allowance for credit losses and our results would be negatively impacted.

Since purchases of our products are generally dependent on discretionary spending, negative general economic conditions could significantly reduce the overall amount that customers spend on our products. Moreover, competitors may respond to challenging market conditions by lowering prices and attempting to lure away our customers.

We cannot predict the timing, strength, or duration of any economic slowdown or any subsequent recovery generally, or any industry in particular. If the conditions in the general economy and the markets in which we operate worsen from present levels, our business, financial condition, and results of operations could be materially and adversely affected.

Risks Related to the Direct Listing and Ownership of Our Common Stock

The direct listing process differs from an initial public offering underwritten on a firm-commitment basis.

This is not an underwritten initial public offering of our common stock. This listing of our common stock on Nasdaq differs from an underwritten initial public offering in several significant ways, which include, but are not limited to, the following:

Such differences from a firm-commitment underwritten initial public offering could result in a volatile trading price for our common stock and uncertain trading volume, which may adversely affect your ability to sell any common stock that you may purchase.

Limitations on investors’ ability to trace their shares to this registration statement may preclude claims under Sections 11 and 12 of the Securities Act, potentially reducing our liability exposure and limiting investors remedies.

In connection with this Direct Listing, we are registering 27,134,738 shares of our common stock, all of which may be sold into the public market. Unlike in a traditional initial public offering, where all shares sold in the public market are issued pursuant to a registration statement, in a direct listing, both registered and unregistered shares may become freely tradeable simultaneously. As a result, purchasers in the public market following our Direct Listing may not be able to determine whether their shares were issued pursuant to this registration statement.

The ability to bring a claim under Section 11 of the Securities Act requires that the security purchased be traceable to the allegedly defective registration statement. In Slack Technologies, LLC v. Pirani, 598 U.S. 759 (2023), the U.S. Supreme Court held that Section 11 applies only to shares that are actually issued pursuant to the registration statement. The U.S. Court of Appeals for the Ninth Circuit, in its 2025 opinion on remand, confirmed that the tracing requirement applies in the context of direct listings and that tracing shares to a registration statement is particularly difficult where registered and unregistered shares begin trading at the same time.

Accordingly, if you purchase our common stock in the open market following this direct listing, you may not be able to assert claims under Section 11 or Section 12(a)(2) of the Securities Act for any material misstatements or omissions in this registration statement or related prospectus. This limitation may reduce the potential remedies available to investors, limit recovery in the event of a violation of the federal securities laws, and adversely affect the market price of our common stock. Moreover, because our potential liability under the Securities Act may be reduced as compared to a traditional IPO, investors may face greater risk in the event of inaccurate or incomplete disclosures.

Tracing may be more difficult in this Direct Listing unlike in a traditional initial public offering, which may make it more difficult for aggrieved investors to bring securities liabilities claims against us.

Companies that issue false and misleading statements in support of their public stock offerings face penalties under Sections 11 and 12(a)(2) of the Securities Act. Section 11 of the Securities Act imposes civil liability for misstatements or omissions contained in registration statements. Section 12(a)(2) of the Securities Act also imposes such liability but for misstatements or omissions in prospectuses or oral communications. A shareholder bringing a private claim against an issuer must show that such shareholder purchased the stock in reliance on the applicable false or misleading statements in the registration statement or offering documents, a concept known as “tracing.” In a direct listing, both registered shares and unregistered shares (e.g., those held by employees or early investors) generally enter the public market at the same time. In contrast, traditional IPOs typically use lock-up agreements that prevent unregistered shares from being sold for a set period (often 180 days), meaning nearly all shares traded initially are guaranteed to be from the registration statement. Additionally, modern securities are held in a “fungible bulk” at the Depository Trust Company (DTC), where individual shares are not uniquely identified. Because registered and unregistered shares are identical at this level, tracing a specific purchase back to a specific registration statement is considered virtually impossible in a direct listing. Though we intend to enter into lock-up agreements with holders of unregistered shares, such lock-up agreements may be terminated early under certain circumstances, and in some cases will be subject to certain leak-out provisions. Investors should consider this risk before making an investment into our Company.

Our common stock currently has no public market. An active trading market may not develop or continue to be liquid and the market price of shares of our common stock may be volatile.

We expect our common stock to be listed and traded on Nasdaq. Prior to the listing on Nasdaq, there has not been a public market for any of our securities, and an active market for our common stock may not develop or be sustained after the listing, which could depress the market price of shares of our common stock and could affect the ability of our stockholders to sell our common stock. In the absence of an active public trading market, investors may not be able to liquidate their investments in our common stock. An inactive market may also impair our ability to raise capital by selling shares of our common stock, our ability to motivate our employees through equity incentive awards and our ability to acquire other companies, products or technologies by using shares of our common stock as consideration.

In addition, we cannot predict the prices at which our common stock may trade on Nasdaq following the listing of our common stock, and the market price of our common stock may fluctuate significantly in response to various factors, some of which are beyond our control. In particular, as this listing is taking place through a novel process that is not a firm-commitment underwritten initial public offering, there will be no traditional book building process and no price at which traditional underwriters initially sold shares to the public to help inform efficient price discovery with respect to the opening trades on Nasdaq. On the day that our shares of common stock are initially listed on Nasdaq, Nasdaq will begin accepting, but not executing, pre-opening buy and sell orders and will begin to continuously generate the indicative Current Reference Price on the basis of such accepted orders. The Current Reference Price is calculated each second and, during a 10-minute “Display Only” period, is disseminated, along with other indicative imbalance information, to market participants by Nasdaq on its NOII and BookViewer tools. Following the “Display Only” period, a “Pre-Launch” period begins, during which the Advisor, in its capacity as our financial advisor to perform the functions under Nasdaq Rule 4120(c)(8), must notify Nasdaq that our shares are “ready to trade.” Once the Advisor has notified Nasdaq that our shares of common stock are ready to trade, Nasdaq will calculate the Current Reference Price for our shares of common stock, in accordance with Nasdaq rules. If the Advisor then approves proceeding at the Current Reference Price, Nasdaq will conduct a price validation test in accordance with Nasdaq Rule 4120(c)(8). As part of conducting such price validation test, Nasdaq may consult with the Advisor, if the price bands need to be modified, to select the new price bands for purposes of applying such test iteratively until the validation tests yield a price within such bands. Upon completion of such price validation checks, the applicable orders that have been entered will be executed at such price and regular trading of shares of our common stock on Nasdaq will commence. The Advisor will determine when our shares of common stock are ready to trade and approve proceeding at the Current Reference Price primarily based on considerations of volume, timing and price. In particular, the Advisor will determine, based primarily on pre-opening buy and sell orders, when a reasonable amount of volume will cross on the opening trade such that sufficient price discovery has been made to open trading at the Current Reference Price. If the Advisor does not approve proceeding at the Current Reference Price (for example, due to the absence of adequate preopening buy and sell interest), the Advisor will request that Nasdaq delay the open until such a time that sufficient price discovery has been made to ensure a reasonable amount of volume crosses on the opening trade. For more information, see “Plan of Distribution.”

Additionally, prior to the opening trade, there will not be a price at which underwriters initially sold shares of common stock to the public as there would be in a firm-commitment underwritten initial public offering. The absence of a predetermined initial public offering price could impact the range of buy and sell orders collected by Nasdaq from various broker-dealers. Consequently, upon listing on Nasdaq, the public price of our common stock may be more volatile than in a firm-commitment underwritten initial public offering and could decline significantly and rapidly.

Furthermore, because of our novel listing process on Nasdaq, Nasdaq’s rules for ensuring compliance with its initial listing standards, such as those requiring a valuation or other compelling evidence of value, are untested. In the absence of a prior active public trading market for our common stock, if the price of our common stock or our market capitalization falls below those required by Nasdaq’s eligibility standards, we may not be able to satisfy the ongoing listing criteria and may be required to delist.

In addition, because of our novel listing process and the potential consumer awareness and brand recognition of FireFly, individual investors, retail or otherwise, may have greater influence in setting the opening public price and subsequent public prices of our common stock on Nasdaq and may participate more in our initial trading than is typical for a firm-commitment underwritten initial public offering. These factors could result in a public price of our common stock that is higher than other investors (such as institutional investors) are willing to pay, which could cause volatility in the trading price of our common stock and an unsustainable trading price if the price of our common stock significantly rises upon listing and institutional investors believe our common stock is worth less than retail investors, in which case the price of our common stock may decline over time. Further, if the public price of our common stock is above the level that investors determine is reasonable for our common stock, some investors may attempt to short our common stock after trading begins, which would create additional downward pressure on the public price of our common stock. To the extent that there is a lack of consumer awareness among retail investors, such a lack of consumer awareness could reduce the value of our common stock and cause volatility in the trading price of our common stock.

The public price of our common stock following the listing also could be subject to wide fluctuations in response to the risk factors described in this prospectus and others beyond our control, including:

In addition, securities exchanges have experienced price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. Stock prices of many companies have fluctuated in a manner often unrelated to the operating performance of those companies. These fluctuations may be even more pronounced in the trading market for our common stock shortly following the listing of our common stock on Nasdaq as a result of the supply and demand forces described above. In the past, stockholders have instituted securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business and harm our business, results of operations and financial condition.

We may not be able to achieve compliance with Nasdaq’s initial listing requirements, which is a condition to the offering.

We intend to meet the initial listing requirements of The Nasdaq Global Market at the time of our Direct Listing. We have obtained an independent third-party valuation of approximately $405.9 million, or $12.14 per share, exceeding the applicable $8.00 bid-price threshold. As a result of the shares of common stock issued in the September 2026 Private Placement, and anticipated to be issued in connection with Warrant Exercise and conversion of outstanding convertible notes, we expect that we will have sufficient unrestricted shares outstanding to satisfy Nasdaq’s requirements relating to the market value of unrestricted publicly held shares and unrestricted round lot holders, with approximately $41.4 million in market value of unrestricted publicly held shares and more than 400 round lot holders, of which more than half will hold shares with a market value of at least $2,500.

Notwithstanding the foregoing, no assurance can be given that our Nasdaq application will be approved and that our common stock will ever be listed on Nasdaq. Listing approval is a condition to this offering; if our listing application is not approved, we will not be able to consummate the offering and we will terminate the Direct Listing. If our Nasdaq application is not approved and we terminate the Direct Listing, shareholders would not have a national exchange listing, making shares harder to sell, limiting price discovery, and potentially reducing the value of their holdings.

Our failure to maintain compliance with Nasdaq’s continued listing requirements could result in the delisting of our common stock.

If our listing is approved, we will be required to maintain ongoing compliance with Nasdaq’s continued listing requirements, including quantitative thresholds and corporate governance standards. Nasdaq monitors listed companies for compliance, and if we fail to satisfy the continued listing requirements—such as if our market capitalization or trading price falls below levels required by Nasdaq’s eligibility standards—our common stock may be subject to suspension and delisting. Nasdaq may in the future modify or adopt additional continued listing standards, and any such changes could increase the risk that we fall out of compliance.

Delisting from Nasdaq would significantly reduce the liquidity and visibility of our common stock and impair our access to the capital markets. Any resulting reduction in market liquidity or decline in our trading price could materially affect our ability to raise capital on acceptable terms, or at all. For shareholders, delisting would likely mean decreased liquidity, wider bid-ask spreads, increased price volatility, and a lower trading price, making it more difficult to sell shares and potentially reducing the value of their investment.

Future sales of common stock by our Registered Stockholders and other existing stockholders could cause our share price to decline.

We currently expect our common stock to be listed and traded on Nasdaq. Prior to listing on Nasdaq, there has been no public market for our common stock and there has not been a sustained history of trading in our common stock in “over-the-counter” markets. While our common stock may be sold after our listing on Nasdaq by the Registered Stockholders pursuant to this prospectus or by our other existing stockholders in accordance with Rule 144 under the Securities Act, unlike a firm-commitment underwritten initial public offering, there can be no assurance that any Registered Stockholders or other existing stockholders will sell any of their shares of common stock and there may initially be a lack of supply of, or demand for, common stock on Nasdaq. As described herein, certain shares of our common stock outstanding as of the date hereof will be registered under this registration statement. There can be no assurance that the Registered Stockholders and other existing stockholders will not sell all of their shares of common stock, resulting in an oversupply of our common stock on Nasdaq. In the case of a lack of supply of our common stock, the trading price of our common stock may rise to an unsustainable level. Further, institutional investors may be discouraged from purchasing our common stock if they are unable to purchase a block of our common stock in the open market due to a potential unwillingness of our existing stockholders to sell a sufficient amount of common stock at the price offered by such institutional investors and the greater influence individual investors have in setting the trading price. If institutional investors are unable to purchase our common stock, the market for our common stock may be more volatile without the influence of long-term institutional investors holding significant amounts of our common stock. In the case of a lack of market demand for our common stock, the trading price of our common stock could decline significantly and rapidly after our listing. Therefore, an active, liquid and orderly trading market for our common stock may not initially develop or be sustained, which could significantly depress the public price of our common stock and/or result in significant volatility, which could affect your ability to sell your shares of common stock.

We will incur additional costs and increased demands upon management as a result of complying with the laws and regulations affecting public companies.

We will incur significant legal, accounting and other expenses as a public company that may not be reflected in our historical financial statements, which reflect our operation as a private company. Some of these additional expenses include costs associated with public company reporting obligations under the Exchange Act. Our management team consists of our executive officers prior to the merger. These executive officers and other personnel will need to devote substantial time to complying with public company reporting requirements and compliance with applicable laws and regulations to ensure that we comply with all of these requirements. Any changes we make to comply with these obligations may not be sufficient to allow us to satisfy our obligations as a public company on a timely basis, or at all. These reporting requirements, rules and regulations, coupled with the increase in potential litigation exposure associated with being a public company, could also make it more difficult for us to attract and retain qualified persons to serve on the board of directors or on board committees or to serve as executive officers, or to obtain certain types of insurance, including directors’ and officers’ insurance, on acceptable terms.

The public price of our shares of common stock, upon listing on Nasdaq, may have little or no relationship to the historical sales prices of our shares of common stock in private transactions.

Prior to listing on Nasdaq, there has been no public market for our shares of common stock. Our common stock has a limited history of trading in private transactions. Historical sale prices may have little or no relation to broader market demand for our shares of common stock and thus the initial public price of our shares of common stock on Nasdaq once trading begins. As a result, you should not place undue reliance on these historical sales prices as they may differ materially from the opening public prices and subsequent public prices of our shares of common stock on Nasdaq. For additional details about how the initial listing price on Nasdaq will be determined, see “Plan of Distribution.”

The uncertainty associated with the fact that few companies have undertaken direct listings to date may lead to increased volatility and pricing challenges for our common stock.

Few companies have conducted direct listings, and the process by which shares of our common stock will be listed on Nasdaq is a novel process. The absence of a traditional underwritten offering may result in a less orderly market for our common stock, increased volatility in the trading price, and potential difficulties in achieving a stable market price. Unlike an initial public offering, there is no firm-commitment underwritten offering to help inform efficient and sufficient price discovery. Consequently, the public price of our common stock may be more volatile than it would be if shares were initially listed in connection with a firm-commitment underwritten initial public offering. In addition, the trading volume and price of shares of our common stock may be more volatile and subject to greater fluctuations due to the direct listing method.

Holders of the Company’s debt obligations and any shares of the Company’s preferred stock that may be outstanding in the future will have priority over the Company’s common stock with respect to payment in the event of liquidation, dissolution or winding up and with respect to the payment of interest and preferred dividends.

In the event of any winding up and termination of the Company, our Common Stock would rank below all claims of the holders of the Company’s debt and any preferred stock then outstanding. As of June 30, 2026, we had outstanding $25.1 million of secured debt outstanding under the Debentures. After giving effect to the Exchange, we expect to have $17.1 million of secured debt outstanding under the Debentures and 5,661 shares of Series A Preferred Stock outstanding with an aggregate liquidation preference of $5.7 million.

Upon the winding up and termination of the Company, holders of our Common Stock will not be entitled to receive any payment or other distribution of assets until after all of our obligations to our debt holders have been satisfied and holders of our debt have received any payments and other distributions due to them. In addition, we are required to pay interest on our debt before we pay any dividends on our Common Stock.

Following the completion of the Direct Listing, we will have outstanding shares of convertible preferred stock, warrants and Debentures, which such Debentures contain “full-ratchet” anti-dilution protection, the conversion or exercise of which may cause significant dilution to our stockholders.

After the completion of the Direct Listing, the Exchange, and the Warrant Exercise, we will have outstanding approximately 5,661 shares of Series A Preferred Stock convertible into approximately 9,148,239 shares of common stock and Debentures with an aggregate principal and accrued interest balance of approximately $17.1 million convertible into approximately 2,613,015 shares of common stock at conversion prices ranging from $5.5674 to $10.58 per share. The Debentures remaining outstanding include “full-ratchet” anti-dilution provisions, which, subject to limited exceptions, would reduce the conversion price of such Debentures (and increase the number of shares issuable) in the event that we in the future issue common stock, or securities convertible into or exercisable for common stock, at a price per share lower than the conversion price then in effect.

In the ordinary course, the issuance of shares of common stock upon the exercise or conversion of such preferred stock, warrants or Debentures would dilute the percentage ownership interest of all stockholders, might dilute the book value per share of our common stock, and would increase the number of shares of our common stock outstanding, which could depress the market price of our common stock. If the “full-ratchet” anti-dilution provisions of the warrants and Debentures are triggered, however, then any impact to dilution of percentage ownership interest of all stockholders and dilution of book value per share of our common stock could be substantially increased, in addition to an increase in the number of shares of our common stock and a reduction in the market price of our common stock.

We are an emerging growth company and a smaller reporting company, and the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies may make our common stock less attractive to investors.

We are an emerging growth company, as defined in the JOBS Act, and may remain an emerging growth company until the last day of the fiscal year following the fifth anniversary of the completion of the Direct Listing. However, if certain events occur prior to the end of such five-year period, including if we become a “large accelerated filer”, as defined under the Exchange Act, our annual gross revenue exceeds $1.235 billion or we issue more than $1.0 billion of non-convertible debt in any three-year period, we will cease to be an emerging growth company prior to the end of such five-year period. For so long as we remain an emerging growth company, we are permitted and intend to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies. These exemptions include:

We have taken advantage of reduced reporting burdens in this prospectus. In particular, in this prospectus, we have provided only two years of audited consolidated financial statements and have not included all of the executive compensation-related information that would be required if we were not an emerging growth company. We cannot predict whether investors will find our common stock less attractive if we rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be reduced or more volatile. In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption of these accounting standards until they would otherwise apply to private companies. We have elected to avail ourselves of this exemption and, therefore, we may not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. We intend to rely on other exemptions provided by the JOBS Act, including, without limitation, not being required to comply with the auditor attestation requirements of Section 404(b) of Sarbanes-Oxley.

We are also a smaller reporting company as defined in the Exchange Act. We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as our voting and non-voting common stock held by non-affiliates is less than $250.0 million measured on the last business day of our second fiscal quarter, or our annual revenue is less than $100.0 million during the most recently completed fiscal year and our voting and non-voting common stock held by non-affiliates is less than $700.0 million measured on the last business day of our second fiscal quarter.

We do not intend to pay dividends for the foreseeable future, and as a result, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock.

Following the completion of the Direct Listing, we currently intend to retain our future earnings, if any, to finance the further development and expansion of our business and do not intend to pay cash dividends in the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, restrictions contained in future agreements and financing instruments, business prospects and such other factors as our board of directors deems relevant. As a result, you may only receive a return on your investment in our common stock if the market price of our common stock increases.

If analysts do not publish research about our business or if they publish inaccurate or unfavorable research, our stock price and trading volume could decline.

The trading market for our common stock will depend in part on the research and reports that analysts publish about our business. We do not have any control over these analysts. If any of the analysts who cover us downgrade our common stock or publish inaccurate or unfavorable research about our business, the price of our common stock would likely decline. If few analysts cover us, demand for our common stock could decrease and our common stock price and trading volume may decline. Similar results may occur if one or more of these analysts stop covering us in the future or fail to publish reports on us regularly.

We may be subject to securities litigation, which is expensive and could divert management attention.

The market price of our common stock may be volatile. In the past, in certain instances, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert management’s attention from other business concerns, which could seriously harm our business.

Anti-takeover provisions contained in our amended and restated certificate of incorporation and amended and restated bylaws, as well as provisions of Delaware law, could impair a takeover attempt.

Our amended and restated certificate of incorporation and amended and restated bylaws, which will become effective immediately prior to the completion of the Direct Listing, and Delaware law contain provisions which could have the effect of rendering more difficult, delaying, or preventing an acquisition. Our corporate governance documents provide for:

These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our management.

As a Delaware corporation, we are also subject to provisions of Delaware law, including Section 203 of the DGCL, which prevents some stockholders holding more than 15% of our outstanding common stock from engaging in certain business combinations without approval of the holders of substantially all of our outstanding common stock.

Any provision of our amended and restated certificate of incorporation, amended and restated bylaws or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our common stock, and could also affect the price that some investors are willing to pay for our common stock.

Our amended and restated certificate of incorporation will provide that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain stockholder litigation matters and the federal district courts of the U.S. shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.

Our amended and restated certificate of incorporation will provide that, unless we otherwise consent in writing, (1) any derivative action or proceeding brought on our behalf, (2) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, other employee or stockholder of ours to us or our stockholders, (3) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law (the “DGCL”), our amended and restated certificate of incorporation or our amended and restated bylaws (as either may be amended or restated), or (4) any action asserting a claim governed by the internal affairs doctrine of the law of the State of Delaware shall, to the fullest extent permitted by law, be exclusively brought in the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, the federal district court of the State of Delaware; and (B) the federal district courts of the U.S. shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act; however, there is uncertainty as to whether a court would enforce such provision, and investors cannot waive compliance with federal securities laws and the rules and regulations thereunder. For example, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Accordingly, there is uncertainty as to whether a court would enforce such a forum selection provision as written in connection with claims arising under the Securities Act.

Notwithstanding the foregoing, the exclusive forum provision shall not apply to claims seeking to enforce any liability or duty created by the Exchange Act.

The choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers, and other employees, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder. Alternatively, if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with litigating such action in another jurisdiction, which could harm our business, financial condition and results of operations. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of our capital stock shall be deemed to have notice of and consented to the forum provisions in our amended and restated certificate of incorporation.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus includes forward-looking statements regarding, among other things, our plans, strategies and prospects, both business and financial, prior to the Direct Listing, and following the Direct Listing. These statements are based on the reasonable beliefs and assumptions made by us at the time made. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “potential,” “future,” “may,” “will,” “should,” “could,” “seeks,” “plans,” “scheduled,” “anticipates,” “predict,” “assumes,” “intends” or similar expressions. Forward-looking statements contained in this prospectus include, but are not limited to, statements about our ability to:

Forward-looking statements are not guarantees of performance and speak only as of the date hereof. While we believe that these forward-looking statements are reasonable, there can be no assurance that we will achieve or realize these plans, intentions or expectations.

The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors, including those described in the section titled “Risk Factors” and elsewhere in this prospectus. The risks described under the heading “Risk Factors” are not exhaustive. Other sections of this prospectus describe additional factors that could adversely affect our business, financial condition or results of operations prior to the Direct Listing, and following the Direct Listing. New risk factors emerge from time to time, and it is not possible to predict all such risk factors, nor can we assess the impact of all such risk factors on our business prior to the Direct Listing, and following the Direct Listing, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. We undertake no obligation to update or revise any forward-looking statements made in this prospectus to reflect events or circumstances after the date of this prospectus, whether as a result of new information, future events or otherwise, except as required by law.

In addition, statements of belief and similar statements reflect our reasonable beliefs and opinions on the relevant subject. These statements are based upon information available to us, as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, involve risks and are subject to change based on various factors, including those discussed under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this prospectus.

USE OF PROCEEDS

The Registered Stockholders may, or may not, elect to sell shares of our common stock covered by this prospectus. To the extent any Registered Stockholder chooses to sell shares of our common stock covered by this prospectus, we will not receive any proceeds from any such sales of our common stock. See “Principal and Registered Stockholders.”

DIVIDEND POLICY

We have never paid or declared any cash dividends on our common stock, and we do not anticipate paying any cash 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 expansion of our business. Any future determination to pay dividends will be at the discretion of our board of directors and subject to restrictions on dividends in our Debentures and will depend upon a number of factors, including our results of operations, financial condition, future prospects, contractual restrictions, restrictions imposed by applicable law and other factors our board of directors deems relevant. Our future ability to pay cash dividends on our stock may also be limited by the terms of any future debt, preferred securities, or credit facility.

CAPITALIZATION

The following table sets forth our cash and our capitalization as of June 30, 2026:

The pro forma information set forth in the table below is illustrative only and will be adjusted based on the final terms of the Exchange and Warrant Exercise. We derived this table from, and it should be read in conjunction with and is qualified in its entirety by reference to, our consolidated financial statements and the accompanying notes included elsewhere in this prospectus. You should also read this table in conjunction with the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the other financial information contained in this prospectus.

The number of shares of our common stock outstanding, pro forma and pro forma as adjusted, in the table above is based on 13,253,701 shares of our common stock outstanding as of June 30, 2026 and excludes:

In addition, the number of shares of common stock outstanding does not give effect to:

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations with our audited consolidated financial statements for the years ended December 31, 2025 and 2024, together with related notes thereto, and our unaudited interim condensed consolidated financial statements for the six months ended June 30, 2026 and 2025, together with related notes thereto, included elsewhere in this prospectus. The discussion and analysis should also be read together with the sections entitled “Business” and “Prospectus Summary—Summary Financial Data” included elsewhere in this prospectus. The following discussion contains forward-looking statements based upon current expectations that involve risks, uncertainties and assumptions. You should review the sections titled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” for a discussion of forward-looking statements and important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. Our historical results are not necessarily indicative of the results that may be expected for any period in the future. In this section, unless otherwise specified, the terms “we”, “our”, “us”, the “Company” and “FireFly” refer to FireFly Robotics, Inc. All dollar amounts are expressed in thousands of United States dollars (“$”), unless otherwise indicated.

Company Overview

Since 2010, we have been scaling towards global leadership in robotics with a focus on autonomous and semi-autonomous turf maintenance vehicles. We design, manufacture, sell, and support products that have the potential to disrupt the golf course maintenance, sports turf, and turf harvesting markets through automation, robotics, labor cost savings, and energy efficiency. We are expanding our turfgrass expertise to full ownership of the groundskeeping and maintenance ecosystems and have had success selling our machines in Europe, Australia, the Asia Pacific region, and other international markets.

We are a growth-oriented robotics company with internally developed proprietary software that is integrated with our patented mechatronic systems. The design, development, manufacturing, and selling of our American-made machines are executed entirely in our 108,500 square foot Salt Lake City, Utah facility. We have embedded our technology into the design, development, and manufacturing of our AEV robotic mowers, AMPs, and MRH machines. Our AMPs come in two models: one with a 5-gang reel, the AMP-L100, and another with a 5-gang rotary mower, the AMP-X100. Our MRH machines are comprised of our ProSlab Harvester and R300 Roll Robot.

As of June 5, 2026, our AMPs are actively deployed by 76 prominent country clubs and golf courses due to their precision mowing capabilities, regulatory compliance with emission standards, and significant labor cost savings. Our customers prefer our AMPs for the quality of cut and flexibility in mowing at all hours. These state-of-the-art, self-driving, AEV robotic mowers represent our first solution specifically designed for the unique requirements of the golf course, sports field, government, real estate, and turfgrass mowing markets. Our AMPs provide a unique mowing approach that is both environmentally sound and business-friendly. We first introduced our AMP-L100 in 2023, began marketing and selling it in 2024, and have been expanding our offerings since. Our vision is to provide a portfolio of robots to address the entire groundskeeping ecosystem.

Based on our internal calculations derived from publicly available information estimating the number of schools, parks, airports, and other relevant applications of our AMPs and internally developed estimates of the average equipment needs for such facilities, we believe that these target markets represent a TAM exceeding $60 billion annually. For additional information regarding our calculation of our relevant TAMs, including underlying data and assumptions used, see the discussion under “Business - Our Business.”

We are dedicated to spearheading global AgTech innovations and determined to continue bolstering our position as the leading robotics supplier to turfgrass producers worldwide, while also extending our impact into the mowing opportunities outlined above. We have assembled a highly qualified team of engineers and software developers with extensive experience in the AgTech arena, as well as complementary fields, to support our business strategy. We are constantly strengthening our culture of innovation, quality, and excellent customer service.

Our design, development, and manufacturing systems are vertically integrated with the goal of allowing us to rapidly design and develop disruptive products, significantly shortening the time to bring new products to market. Our AMPs provide a prime example of this advantage. Our AEV robotic mowers were able to adopt the entirety of the research and development that was executed to automate our MRH machines, particularly our servo electric motion control technology. Our engineering expertise, production capabilities, and track record with critical piece part and subcomponent manufacturing positions us to successfully serve our customers who rely on us to deliver technical design and scaled manufacturing for integrated systems. As of June 30, 2026, we have an estimated combined total of over 900 AMPs, MRH machines, and M220 machines in service throughout the world, resulting in a CAGR of approximately 29.9% from 76 machines deployed as of December 31, 2016. ⁽³⁾

Customers from the United States, Australia, the United Kingdom, Brazil, Canada, South Africa, and Mexico have purchased our machines. Our product offerings consist of the following:

We purchase and fabricate parts for each of our machines, which are used both in our manufacturing process and in our service business. We currently produce and ship an average of over 900 after-market replacement parts per month. We believe with such capacity we are well positioned to support the growth of our AMP sales and increase unit deliveries.

We currently have a team of 17 highly trained technicians, implementers, service managers and support personnel to assist our customers. Each technician has a service truck stocked with an inventory of spare parts used to maintain and repair our machines. The implementers work onsite with our customers to train them on the operation of their new AMP. 16 of our technicians perform both functions and one serves as an implementer. Additionally, all customers have access to our technical service call center staffed by experts trained to diagnose and correct issues on the machines.

We typically arrange and bill the shipping for machines and parts. Additionally, we offer an annual 12-month software subscription for each AMP sold that gives customers access to performance metrics.

(3) We calculate CAGR by taking the cumulative units sold as of June 30, 2026, dividing it by the cumulative units sold as of December 31, 2016, raising the result to the power of one divided by the number of years in the measurement period (9.50), and then subtracting one.

EBITDA is a non-GAAP financial measure. We define EBITDA as net income or loss excluding the impact of interest, income taxes, intangible asset amortization, depreciation, and stock-based compensation expense. We reference EBITDA measures in our decision making because we believe it provides supplemental information that facilitates consistent internal comparisons to the historical operating performance of prior periods and we believe it provides investors with greater transparency to evaluate our business and operations. With respect to our expectations regarding break-even EBITDA, a quantitative reconciliation to the corresponding GAAP information cannot be provided without unreasonable effort because of the inherent difficulty of accurately forecasting the occurrence and financial impact of the various adjusting items necessary for such reconciliation that have not yet occurred, are out of our control, or cannot be reasonably predicted, including but not limited to stock-based compensation. For the same reasons, we are unable to assess the probable significance of the unavailable information, which could have a material impact on our future GAAP financial results.

Recent Developments

ATW Exchange and Warrant Exercise

On October 6, 2026, we entered into an Exchange Agreement (the “Exchange Agreement”) with certain funds affiliated with ATW Partners LLC (collectively, “ATW”). Under the Exchange Agreement, ATW agreed to (i) exchange (the “Exchange”) (a) the outstanding principal and capitalized interest under the July 2019 Debenture, the April 2020 Debenture, and the September 2020 Debenture (each as defined below) and (b) certain of the July 2019 Warrants, April 20, 2020 Warrants, September 2020 Warrants, January 2022 Warrants, January 2023 Warrants, July 11, 2024 Warrants, July 25, 2024 Warrants, June 2025 Warrants, December 2025 Warrants, February 2026 Warrants and June 2026 Warrants (each as defined below), for an aggregate of approximately 5,661 shares of our Series A convertible preferred stock and (ii) exercise, on a cashless basis, the remainder of the July 2019 Warrants, January 2022 Warrants, and January 2023 Warrants that are not being exchanged, such that ATW will beneficially own (as such term is defined under Section 13 of the Exchange Act and the rules and regulations promulgated thereunder) 1,527,564 shares of common stock, representing 9.99% of our common stock outstanding after the completion of the Direct Listing (the “Warrant Exercise”). The Exchange and Warrant Exercise will take place immediately prior to the Direct Listing and after the filing of our amended and restated certificate of incorporation and the Series A Certificate of Designation (as defined below). The shares of Series A Preferred Stock issued in the Exchange will be convertible, at the election of ATW, into an aggregate of 9,148,239 shares of common stock. The resale of the shares of common stock issued in the Warrant Exercise and shares of common stock underlying the shares of Series A Preferred Stock issued in the exchange are included in the registration statement of which this prospectus forms a part. For a description of the rights of the Series A Preferred Stock, see the section titled “Description of Capital Stock - Series A Preferred Stock”. Following the Exchange and the Warrant Exercise, ATW will beneficially own 5,661 shares of Series A Preferred Stock and 1,527,564 shares of common stock.

Principal External Factors Affecting Our Operating Results

We believe that our performance and future success depend on many factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and in the section titled “Risk Factors”.

Principal Components of Revenues, Costs and Expenses

Revenues

Our revenues come substantially from the sale of AMPs, MRH machines, and used machines through our direct-to-consumer sales force. We also recognize revenue from the sale of purchased and fabricated parts, the shipping of machines and parts, the service and repair of machines, and, to a lesser extent, software subscriptions.

Cost of Revenues

Cost of revenues consists primarily of costs that are directly related to the manufacture and delivery of our machines, cost of parts purchased and fabricated, including direct material, labor, manufacturing overhead, reserves for estimated warranty costs and charges to write-down the inventory carrying value when it exceeds the estimated net realizable value.

Operating Expense

Selling, General and Administrative

Sales and marketing expenses consist primarily of advertising, training events, brand building, product marketing activities and commissions. We expect sales and marketing costs will continue to increase as we expand our international selling and marketing activities, hire additional personnel, and build brand awareness through advertising and training.

General and administrative expenses consist primarily of professional fees paid for legal, accounting, auditing, and consulting services, bad debt, licenses and association dues, facilities (including rent and utilities) bank and credit card processing fees and other expenses related to general and administrative activities.

Service expenses consist primarily of salaries, wages and benefits for the service and support technicians, travel and shipping expenses.

Included in selling, general and administrative expenses are salaries, wages and benefits which are allocated to the various departments in which the employees work. Salaries, wages and benefits are expenses earned by our employees in the executive, information technology, finance and accounting, human resources, administrative functions and outside contractors. Also included in salaries, wages and benefits are employer payroll taxes, health, and dental and expenses.

We anticipate that our general and administrative expenses will continue to increase as we continue hiring to support our growth. We also anticipate that we will incur increased accounting, audit, legal, regulatory, compliance, and investor and public relations expenses associated with operating as a public registrant.

Research and Development

Included in research and development expense are salaries, wages and benefits for our engineers and software developers. Also included in research and development expense are expenses for travel, training, and software licenses used in the development of our products.

Other Expenses and Income

Interest Income

Interest income relates to interest earned on our savings deposit account.

Interest Expense

Interest expense consists of interest expenses associated with issuing notes payable and balances outstanding under our debt obligations.

Change in Fair Value of Convertible Debentures

We record our convertible debentures at fair value at the time of issuance. We recognize any changes in fair value in subsequent reporting periods through the statements of operations.

Change in Fair Value of the Common Stock Purchase Warrant Liability

We record our warrant liability at fair value at the time of issuance. We recognize any changes in fair value in subsequent reporting periods through the statements of operations.

Other Income

Other income relates to the gain on assets disposed of during the year and other miscellaneous income items that are not significant.

Results of Operations

Comparisons of six Months ended June 30, 2026 and 2025

The following table sets forth certain condensed statements of operations data for the periods indicated with dollars expressed in thousands. In addition, we note that period-to-period variations may not be indicative of future performance.

Revenues (in thousands, except number of machines sold)

Our revenues were $30,502 for the six months ended June 30, 2026, compared to $22,909 for the six months ended June 30, 2025, an increase of $7,593 or 33.14%. The increase was primarily attributable to a $5,192 increase in AMP revenues, a $732 increase in MRH revenue, a $608 increase in parts revenues, a $318 increase in shipping revenues, a $297 increase in used equipment revenues, a $294 increase in service revenues, and an $153 increase in subscription revenues.

MRH unit sales were 32 for the six months ended June 30, 2026, and 2025, respectively. We believe our MRH revenues are correlated with prevailing mortgage interest rates and housing starts. Mortgage interest rates peaked in late 2023 climbing to their highest annual average in over 20 years, briefly exceeding 8.0% in October 2023. Mortgage rates began to ease during 2025; however, mortgage rates remain elevated relative to pre-2022 levels (average 3.0%). During the six months ended June 30, 2026, mortgage interest rates averaged 6.3% to 6.4% and housing starts have been flat compared to the prior year.

Although mortgage interest rates have declined from their 2023 highs, housing starts have remained relatively flat. As a result, sales of our MRH product line have not yet fully reflected the improvement in financing conditions, suggesting a continued lag in capital expenditure spending by turf producers for both replacement and expansion equipment. Our MRH customers remain cautious in making capex expenditure decisions, particularly considering the ongoing macroeconomic uncertainty, including tariff pressures and international conflicts.

With more than 750 MRH units operating worldwide, over half of which are five or more years old, we believe a significant replacement opportunity exists as customers seek to improve productivity and operating efficiency by upgrading to our newer-generation machines. In addition, ongoing labor shortages and rising labor costs continue to drive demand for manned robotic harvesting solutions. Accordingly, we are expanding our sales efforts to target turf producers that continue to utilize hand-stack harvesting equipment, while also pursuing growth opportunities in international turf harvesting markets. We believe these initiatives, together with the anticipated replacement cycle, will contribute to increased MRH revenues over time.

In contrast, our AMP revenue grew to $8,678 as of June 30, 2026, and increase of $5,192 or 148.94% from June 30, 2025. This significant growth continues to reflect increasing market adoption of autonomous solutions within the golf and turf industry. During the latter part of 2025 and continuing through June 2026, we have expanded our dedicated AMP sales and support organization to focus on marketing, selling, delivering, and installing AMP machines. As a result, AMP unit sales increased to 56 units for the six months ended June 30, 2026, compared to 25 units in the prior-year period. Our AMPs are operating on over 75 country clubs and three turf farms.

We are observing a fundamental shift in customer behavior, where golf course operators are moving beyond initial robotic pilot programs toward broader robotic fleet deployments. Industry engagement, including the February 2026 Golf Course Superintendents Association of America annual convention, demonstrated that adoption of robotic mowing solutions is becoming more widespread and visible. Customer decision-making is increasingly driven by return on investment rather than novelty, as labor constraints persist and course quality expectations continue to rise. As a result, customer conversations have shifted from evaluating whether the technology works to determining which platform to standardize on across their operations.

Used machines consist primarily of turf harvesters that we acquire through open market purchases or accept as trade-ins from customers, including our previously sold MRH machines. The acquisition and sale of used machines fluctuate based on the timing of trade-ins and subsequent resales. These machines are typically purchased by small- to mid-sized turf farms that may not have the capital resources for new equipment, and by operators seeking a lower-cost backup machine. For the six months ended June 30, 2026, and 2025, we sold 9 and 14 used machines, respectively.

Parts and service revenues were $5,332 for the six months ended June 30, 2026, an increase of $608, or 12.87%, compared to $4,724 for the six months ended June 30, 2025. The increase was largely attributable to weather-related factors impacting certain regions. While much of the United States experienced unusually dry conditions during the period, the South and Southeast regions experienced late January rain and snowstorm anomalies that disrupted sod farm planting and harvesting activity. As a result, certain MRHs were temporarily sidelined; however, once field conditions improved, demand for parts and services increased. Approximately 25% of our installed MRH base operates in the storm-impacted regions.

Shipping revenues increased by $318 for the six months ended June 30, 2026, compared to the prior-year period, primarily due to an increase in total units shipped. We shipped 97 machines during the six months ended June 30, 2026, compared to 71 machines during the six months ended June 30, 2025. Both AMP and MRH machines are shipped via third-party carriers from our manufacturing facility in Salt Lake City, Utah.

Subscription revenues increased $153 for the six months ended June 30, 2026, compared to the prior year period. The increase is due primarily to the increasing number of AMPs being sold. As of June 30, 2026, the total cumulative AMPs sold with a subscription was 130 units compared to total cumulative AMPs sold with a subscription of 75 as June 30, 2025. The subscription revenue is deferred over the annual contract term and recognized each month. The subscription automatically renews on the anniversary date of the AMP purchase.

Cost of Revenues

Cost of revenues was $23,449 for the six months ended June 30, 2026, compared to $19,072 for the six months ended June 30, 2025, an increase of $4,377, or 22.95%. The increase reflects investments made to support the expansion of our product offerings and the continued scaling of our commercial operations, particularly those associated with the AMP platform. While cost of revenues increased, gross profit margin improved to 23.12% for the six months ended June 30, 2026, compared to 16.75% for the six months ended June 30, 2025, an increase of 6.37 percentage points. The increase was primarily the result of the following:

Operating Expenses

Our operating expenses were $9,784 for the six months ended June 30, 2026, compared to $8,414 for the six months ended June 30, 2025, an increase of $1,370, or 16.28%. The increase is consistent with our strategic initiatives to expand our product offerings and scale our commercial operations, particularly related to our AMP platform. Operating costs as a percent of total revenues improved to 32.08% for the six months ended June 30, 2026, compared to 36.73% for the six months ended June 30, 2025, an improvement of 4.65 percentage points:

Change in Fair Value of Convertible Debentures

The change in fair value of convertible debentures resulted in a loss of $3,642 for the six months ended June 30, 2026, compared to a loss of $480 for the six months ended June 30, 2025, representing an unfavorable change of $3,162, or 658.75%.

We record our convertible debentures at fair value upon issuance, with subsequent changes in fair value recognized in the statement of operations each reporting period. The change in fair value for the six months ended June 30, 2026, was primarily driven by the issuance of a $5,000 convertible debenture and updated valuations of all outstanding convertible debentures, reflecting current market conditions and revised valuation assumptions.

These fair value adjustments are non-cash in nature but may result in significant volatility in our reported results of operations.

Change in Fair Value of the Common Stock Purchase Warrant Liability

The change in fair value of common stock purchase warrant liabilities resulted in a loss of $2,585 for the six months ended June 30, 2026, compared to a loss of $943 for the six months ended June 30, 2025, representing an unfavorable change of $1,642 or 174.13%.

We record common stock purchase warrant liabilities at fair value upon issuance, with subsequent changes in fair value recognized in the statement of operations each reporting period. The change in fair value for the six months ended June 30, 2026, was primarily the result of the updated valuations of all outstanding warrants, reflecting current market conditions and revised valuation assumptions, and the impact of 454,654 warrants issued in connection with convertible debenture financings during the current year.

These fair value adjustments are non-cash in nature but may result in significant volatility in our reported results of operations.

Comparisons of Years ended December 31, 2025 and 2024

The following table sets forth certain condensed statements of operations data for the periods indicated with dollars expressed in thousands. In addition, we note that period-to-period variations may not be indicative of future performance.

Revenues

Our revenues were $47,178 for the year ended December 31, 2025, compared to $42,477 for the year ended December 31, 2024, an increase of $4,701 or 11.07%. The increase was driven primarily by a $4,547 increase in AMP revenue, a $73 increase in MRH revenue, a $1,143 increase in parts revenue, a $60 increase in service revenue, $184 increase in subscription revenue all offset by a $1,249 decrease in used equipment sales and a $57 decrease in service revenue.

Turf or sod demand is influenced by residential construction activity. As new housing developments are built, developers, landscapers, and sod farms require additional harvesting capacity. During 2025, mortgage interest rates experienced a nominal decrease but remain elevated relative to pre-2022 levels. The elevated mortgage rates (compared to prior years) reduced housing affordability, contributing to weaker housing starts and lower construction activity. As a result, demand for sod harvesting equipment remained flat for 2025 compared to 2024 and softened relative to periods of stronger housing growth.

MRH unit sales were 68 for the year ended December 31, 2025, compared to 72 units for the prior period. Our MRH customers remain cautious in making capex expenditure decisions, particularly considering the ongoing macroeconomic uncertainty, including tariff pressures and persistently elevated mortgage interest rates.

In contrast, revenue from AMP sales increased by $4,547 during 2025 compared to 2024. Unit sales increased to 52 AMPs from 23 AMPs in the prior year, representing growth of approximately 126.09%. The increase was primarily driven by growing market acceptance of the Company’s autonomous mowing technology, increased sales and marketing efforts, successful customer demonstrations, and the conversion of a larger sales pipeline into customer orders. In addition, the Company benefited from increased customer awareness resulting from deployments at golf courses, customer referrals, and continued validation of the AMP’s operational and labor-saving benefits.

Used machines consist primarily of turf harvesters that we acquire through open market purchases or accept as trade-ins from customers, including previously sold MRH machines. Sales of used machines fluctuate based on the timing of trade-ins and subsequent resales. These machines are typically purchased by small- to mid-sized turf farms that may not have the capital resources for new equipment, as well as by operators seeking a lower-cost backup machine. For each of the years ended December 31, 2025, and 2024, we sold 17 and 22 used machines, respectively.

Parts and service revenues were $10,221 for the year ended December 31, 2025, an increase of $1,203, or 13.34%, compared to $9,018 for the year ended December 31, 2024. The increase was primarily attributable to the growth in the installed base of operating machines, including approximately 85 additional MRH and used machines operating during 2025. In addition, the weighted average age of the operating fleet increased by approximately four months, resulting in greater demand for replacement parts and maintenance services. The Company also expanded its aftermarket sales efforts through a dedicated, incentive-based sales team focused on increasing sales of consumable and replacement parts, including sod cutting blades, which further contributed to the increase in revenue.

Shipping revenues decreased by $57 or (3.14%) for the year ended December 31, 2025, compared to the prior-year period. The decrease was primarily attributable to changes in the mix of units shipped. During 2025, the Company shipped nine fewer MRH and used machines, which generally generate higher shipping revenues due to their larger size and weight compared to AMP units. In addition, during most of 2025 and all of 2024, the Company utilized its own transportation assets to deliver AMP units, resulting in lower shipping charges billed to customers than would have been incurred through third-party carriers. As a result, shipping revenue declined modestly compared to the prior year.

Subscription revenues increased $184 for the year ended December 31, 2025 compared to the prior year period. The increase is due primarily to the increasing number of AMPs being sold. As of December 31, 2025, the total cumulative AMPs sold with a subscription was 74 units compared to total cumulative AMPs sold with a subscription of 22 as December 31, 2024. The subscription revenue is deferred over the annual contract term and recognized each month.

Cost of Revenues

Cost of revenues was $37,808 for the year ended December 31, 2025, compared to $32,282 for year ended December 31, 2024, an increase of $5,526, or 17.12%. The increase was driven primarily by the following:

Operating Expenses

Our operating expenses were $18,687 for the year ended December 31, 2025, compared to $15,736 for the year ended December 31, 2024, an increase of $2,951, or 18.75%. The increase is consistent with our strategic initiatives to expand our product offerings and scale our commercial operations, particularly related to our AMP platform, to compete more effectively within the broader golf course and sports turf markets.

Interest Income

Interest income was $32 for the year ended December 31, 2025, compared to $25 for the year ended December 31, 2024, an increase of $7, or 28.00%. The increase was primarily due to the timing of cash deposits and higher average savings account balances during the 2025 period.

Interest Expense

Interest expense was $128 for the year ended December 31, 2025, compared to $235 for the year ended December 31, 2025, a decrease of $107, or (45.53%). The decrease was primarily due to the timing of amortization of debt issuance costs, repayments of notes payable, and the maturity of certain notes during the period.

Change in Fair Value of Convertible Debentures

The change in fair value of convertible debentures resulted in a loss of $3,570 for the year ended December 31, 2025, compared to a loss of $4,158 for the year ended December 31, 2024, representing a decrease in expense of $588, or (14.14%).

We record our convertible debentures at fair value upon issuance, with subsequent changes in fair value recognized in the statement of operations each reporting period. The change in fair value for the year ended December 31, 2025, was primarily driven by the issuance of a $2,000 convertible debenture and updated valuations of all outstanding convertible debentures, reflecting current market conditions and revised valuation assumptions.

These fair value adjustments are non-cash in nature but may result in significant volatility in our reported results of operations.

Change in Fair Value of the Common Stock Purchase Warrant Liability

The change in fair value of common stock purchase warrant liabilities resulted in a loss of $2,067 for the year ended December 31, 2025, compared to a loss of $3,616 for the year ended December 31, 2024, representing a favorable change of $1,549 or (42.84%).

We record common stock purchase warrant liabilities at fair value upon issuance, with subsequent changes in fair value recognized in the statement of operations each reporting period. The change in fair value for the year ended December 31, 2025 was primarily driven by the issuance of two warrants (convertible into 363,722 common stock shares) and updated valuations of all outstanding warrants, reflecting current market conditions and revised valuation assumptions, as well as the impact of warrants issued in connection with convertible debenture financings.

These fair value adjustments are non-cash in nature but may result in significant volatility in our reported results of operations.

Liquidity and Capital Resources

Historically, we funded our operations through the reinvestment of free cash flows generated from our business operations, issuance of common stock to private friend and family investors, borrowings from term loans, and issuance of convertible debentures.

As of June 30, 2026, we had $4,225 in cash and $1,251 in current working capital (representing total current assets minus total current liabilities), compared to $3,326 in cash and restricted cash and ($2,036) in current working capital as of December 31, 2025. During 2026 and 2025 (and as explained elsewhere in this document), we issued convertible debentures. During 2026, we issued the following debentures:

Our outstanding convertible debentures include customary covenants and events of default, including, but not limited to, a covenant to maintain minimum operating cash flow of at least negative $650 during any three consecutive months. Historically, we have not been able to comply with such minimum cash flow covenants and may not be able to comply in the future. Additionally, without the holders’ approval, we previously amended and restated our Certificate of Incorporation to increase the number of authorized shares of common stock and amended our 2016 Stock Plan to increase the number of shares available for future grant from 5,000,000 to 7,235,215. While the holders waived such breaches, including our noncompliance with the minimum operating cash flow covenant, in June 2025, there can be no guarantee that the holders will continue to provide such waivers if we continue to fail to meet such minimum cash flow covenants, or other covenants under the Debentures. If we are in default under the Debentures and the holders declare the outstanding balances immediately due and payable, we may not have sufficient funds to satisfy such obligations and may need to seek additional waivers or pursue a reorganization proceeding under applicable bankruptcy or insolvency laws. In the event we need to seek additional waivers, the holders of the Debentures may require us to provide consideration for such waivers, including, but not limited to, issuing additional warrants or amending the terms of the Debentures to be more favorable to the holders. As a result of the waivers received, we were in compliance with the covenants under our Debentures as of June 30, 2026.

Cash Flows

Comparisons of Six Months ended June 30, 2026 and 2025

Cash Flows from Operating Activities

For the six months ended June 30, 2026, the net cash used by our operating activities was $4,021, compared to net cash used by operating activities of $1,121 for the six months ended June 30, 2025, an increase in cash used of $2,900 or 258.70%.

Operating cash flows for the six months ended June 30, 2026, were positively impacted by a $414 decrease in accounts receivable, a $299 decrease in prepaid expenses, a $13 decrease in other current assets, a $432 increase in accrued and other current liabilities. These favorable changes were partially offset by a $277 increase in inventory, a $1,664 decrease in customer deposits, a $807 decrease in accounts payable, and a $337 decrease in lease liabilities. Operating cash flows were impacted by non-cash items, including changes in the fair value of convertible debentures, changes in the fair value of common stock purchase warrant liabilities, depreciation and amortization expense, and stock-based compensation expense.

The decrease in accounts receivable was primarily attributable to the timing of customer payments related to MRH and AMP machine sales. Prepaid expenses decreased primarily due to the amortization of prepaid corporate insurance and the utilization of other prepaid deposits incurred in the normal course of business. The increase in accrued and other current liabilities relates to the additional deferred AMP subscription revenues and warranty accrual for the additional machines sold.

The increase in inventory was primarily a result of the increased AMP production and sales during the period. Customer deposits decreased as machine deposits previously received were applied to MRH and AMP machine invoices for units shipped during the quarter. The decrease in accounts payable was primarily attributable to the timing of payments to suppliers for materials purchased to support operations. The lease liability decreased due to contractual lease payments and to the maturing of certain equipment leases.

Cash Flows from Investing Activities

For the six months ended June 30, 2026, the cash used in our investing activities was $259, compared to the cash used in investing activities of $328 for the six months ended June 30, 2025, a decrease of $69 or 21.04%. For the six months ended June 30, 2026, we purchased vehicles, trailers, and other assets to support our growing operations. Intangible assets increased because of applying for additional patents.

Cash Flows from Financing Activities

For the six months ended June 30, 2026, the cash provided by our financing activities was $5,179, compared to net cash provided by our financing activities of $1,246 for the six months ended June 30, 2025, an increase of $3,933 or 315.65%.

During the six months ended June 30, 2026, the Company received $5,000 in proceeds from the issuance of a convertible debenture, $302 in proceeds from notes payable related to the financing of vehicles and software and $66 in proceeds from the issuance of common stock as a result of the conversion of stock options. These cash inflows were partially offset by $188 in principal payments on notes payable.

Comparisons of Years ended December 31, 2025 and 2024

Cash Flows from Operating Activities

For the year ended December 31, 2025, the net cash used in our operating activities was $764, compared to net cash used in operating activities of $4,825 for the year ended December 31, 2024, an improvement of $4,061 or (84.17%).

Operating cash flows for the year ended December 31, 2025, were positively impacted by an $874 decrease in accounts receivable, a $2,645 increase in accounts payable, a $1,982 increase customer deposits, a $1,267 increase in accrued and other current liabilities. These favorable changes were partially offset by a $765 increase in inventory, a $332 increase in prepaid expenses and a $573 decrease in lease liability. Operating cash flows were also impacted by non-cash items, including changes in the fair value of convertible debentures, changes in the fair value of common stock purchase warrant liabilities, depreciation and amortization expense, and stock-based compensation expense.

The decrease in accounts receivable was primarily attributable to the timing of customer payments related to MRH and AMP machine sales and increased collection efforts leading up to our year end. Accounts payable increased primarily purchases (partial inventory increase) made in anticipation of the Company’s forecasted 90-day production requirement and receipt extended payment term modifications from certain suppliers. Customer deposits increased as customers placed orders for MRH and AMP machines prior to their fiscal year end. Accrued and other current liabilities primarily due to higher accrued payroll resulting from the timing of year end payroll cutoff, increased product warranty reserves associated with higher machine sales volumes, increased deferred subscription revenue, and the accrual of costs related to the Company’s proposed initial public offering that was not completed during 2025.

Inventory increased primarily due to purchases of raw materials to support the anticipated 90-day production schedule. Prepaid expenses increased as a result of routine prepaid expenditures incurred in the normal course of business. Lease liabilities decreased primarily due to scheduled lease payments made during the year.

Cash Flows from Investing Activities

For the year ended December 31, 2025, the cash used in our investing activities was $868, compared to the cash used in investing activities of $492 for the year ended December 31, 2024, an increase of $376 or 76.42%.

During the year ended December 31, 2025, the Company invested $164 in vehicles, $161 in machinery and equipment, $449 in AMP customer demonstration machines, and a net $45 in software purchases. These investments were made to support the Company’s continued growth, expand its demonstration fleet, enhance manufacturing capabilities, and improve operational infrastructure.

Cash Flows from Financing Activities

For the year ended December 31, 2025, the cash provided by our financing activities was $2,371, compared to net cash provided by our financing activities of $5,215 for the year ended December 31, 2024, a decrease of $2,844 or (73.71%).

During the year ended December 31, 2025, the Company received $2,000 in proceeds from the issuance of a convertible debenture, $320 from the issuance of convertible notes, and $504 in proceeds from notes payable related to the financing assets used in operations. These cash inflows were partially offset by $504 of principal payments on notes payable.

The decrease in cash provided by financing activities compared to the prior year was primarily attributable to lower proceeds from financing transactions. During 2024, the Company completed several financing transactions that generated substantially higher cash proceeds than those completed during 2025.

Going Concern Analysis

Under the rules of ASC Subtopic 205-40 “Presentation of Financial Statements-Going Concern” (“ASC 205-40”), the Company is required to evaluate whether conditions and/or events raise substantial doubt about its ability to meet its future financial obligations as they become due within one year after the date that these consolidated financial statements are issued or available to be issued. This evaluation takes into account the Company’s current available cash and projected cash needs over the one-year evaluation period but may not consider things beyond its control.

The Company has experienced operating losses due primarily to research and development expense related to the design, testing, and manufacturing of our AMPs, selling, general, and administrative expense as we have sought to ramp up and establish our business, used cash from operations, and relied on the capital raised from friends, family and related parties and institutional financing to continue ongoing operations. We may or may not be able to raise additional capital or obtain additional institutional financing due to future economic conditions. In particular, the lending criteria are currently tightening in the U.S., and we have experienced a decline in demand for our M products, due to continuing declines in the new housing market and higher interest rates. These factors, when considered in the aggregate, raise substantial doubt about our ability to continue as a going concern within one year of the date these consolidated financial statements are issued. In response to these conditions, our management has prepared the financing plan described below.

Management considers the conditions outlined above as the most significant factors in raising substantial doubt about our ability to continue as a going concern within one year after the date the consolidated financial statements are available to be issued. Management’s mitigating plans include: (1) raising additional liquidity through an equity raise in the public capital markets or through friends and family, (2) evaluating operating expenses and developing a plan to reduce expenditures without negatively impacting current operations, (3) placing a strategic focus on increasing sales with prime MRH customers and selling our AMPs to private and public golf courses and sports field parks, and (4) making strategic price increases on both our MRHs and AMPs. No assurances can be given that we will be successful raising funds through an initial public offering or through other debt or equity financing, or that we will be successful in reducing operating expenses or increasing machine sales with increased prices.

We will need additional sources of capital to continue funding our operations. Our significant projected cash commitments relate primarily to debt service and operating expenses. These debt service and operating expenses include the convertible debentures, notes payable and lease obligations payable. The notes payable and lease obligations payable require monthly cash payments. This assumes (1) the interest on the convertible debentures will continue to be accreted to the debentures’ principal outstanding and not paid in cash, and (2) the debentures will be converted into shares of our common stock at their respective maturity. Over the next twelve months, we expect to finance our operations with operating revenue from our operations and other debt. However, there can be no guarantee that we will be able to obtain additional debt. Based on our current operating plan, we estimate that our existing cash will be sufficient to fund our operations through at least September 30, 2027.

In the event the projected results do not occur, we may have to significantly delay, scale back, or discontinue the development and commercialization of one or more product offerings and other strategic initiatives. Additionally, we would reduce the number of new hires planned for the remainder of 2026 and into 2027 and implement cost reduction measures such as a reduction in headcount and reducing planned sales, marketing, and research and development expenses among other cost reduction measures. Even with these measures, there is no assurance that our cash from operations would be sufficient to continue operating for the next twelve months.

Material Cash Requirements for Known Contractual and Other Obligations.

We may, from time to time, be subject to various contractual commitments and obligations in the normal course of business. As of June 30, 2026, we had no material pending legal proceedings, claims, or litigation that would have a material adverse effect on our consolidated financial position, results of operations, or cash flows.

In October 2018, we entered into an operating lease for our corporate headquarters and manufacturing facility, which was subsequently amended in January 2024. The lease expires in April 2031. The monthly lease payments range between approximately $91 to $116 over the term of the leases. In addition, we have entered into finance leases for various vehicle, trailer and manufacturing equipment. The monthly lease payments are approximately $19. See Note 8 – Leases, to our audited consolidated financial statements for additional details related to our operating and finance leases.

At the time we accept an order from a customer, a cash deposit is required prior to beginning manufacturing. The deposit is generally ten percent of the contract price. When the machine is completed and invoiced, the deposit is applied to the invoice amount.

We must determine which of our customers are exempt from sales tax because the customer is a reseller or self-assesses and direct pays to states and other jurisdictions on purchases the customer makes from us. These determinations contain estimates and are subject to judgment and interpretation by us and respective taxing authorities in various states and other jurisdictions, which could result in recognizing materially different amounts in future periods. Periodically, we are subject to individual state sales tax audits.

We issue purchase orders for parts and materials at agreed upon prices from key vendors. The lead times for delivery can range from a few days to over a year. The purchase quantities could vary according to production demands at our discretion. These are not recorded as liabilities on our balance sheet until the purchased items are received.

Critical Accounting Policies and Estimates

Our discussion and analysis of financial condition and results of operations discusses our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the U.S. When we prepare these consolidated financial statements, we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Some of our accounting policies require that we make subjective judgments, including estimates that involve matters that are inherently uncertain. We base our estimates and judgments on historical experience and on various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for our judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Our actual results may differ from these estimates under different assumptions or conditions.

The critical accounting policies and estimates, assumptions and judgments that we believe have the most significant impact to the preparation of our consolidated financial statements are described below. See Note 2 - Basis of Presentation and Summary of Significant Accounting Policies to our consolidated financial statements included elsewhere in this prospectus for more information.

Inventory

Our inventory consists of purchased and fabricated parts, work in process, completed and used machines. Completed machines are AMPs or MRH machines that are waiting to be shipped. Used machines are generally turf harvesters we have purchased on the open market or taken in as a trade in. The inventory is valued at the lower of historic cost or net realizable value; where net realizable value is considered to be the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. Historic inventory costs are calculated on a first-in-first-out basis or specific cost. We record inventory write-downs for excess or obsolete inventories based upon assumptions on current and future demand forecasts.

Convertible Debentures

The fair value of the convertible debentures are determined using a straight debt plus call option methodology. This is a hybrid methodology which includes a discounted cash flow analysis to fair value the debt component of the note and a Black-Scholes option pricing method to determine the fair value of any upside in excess of principal and accrued interest that may be available to holders upon conversion. Given the highly subjective and complex nature in constructing such models, we engaged an independent valuation firm to confirm the model’s proper application based on management’s selected inputs and assumptions.

The discounted cash flow analysis and Black-Scholes pricing model requires management to exercise judgment in selecting inputs and making highly subjective and often complex assumptions, including the fair value of our common stock, the expected term of the convertible debentures, stock price volatility, and anticipated dividend yield.

While our common stock is not currently listed on a public exchange, we have a well-established history of issuing common stock through private placements to independent, accredited investors. These transactions are conducted at arm’s length and are considered to be representative of fair value in accordance with ASC 820, which defines fair value as the price that would be received in an orderly transaction between market participants at the measurement date. As a result, in the past, we relied on these private placements to determine the estimated fair value of our common stock, a key input in the Black Scholes model. For example, in 2024, we issued 196,153 and 584,281 shares of common stock at prices of $5.71 and $5.77 per share, respectively, to more than 115 individual investors, and in 2023, 271,573 shares were issued at $5.71 per share to over 35 investors. Based on these transactions, we concluded that a fair value range of $5.71 to $5.77 per share was appropriate for use in the Black-Scholes model. Historically, we have not engaged a valuation specialist to independently assess the fair value of our common stock for these purposes but the valuation firm we engaged to confirm the model also confirmed our most recent valuation of $5.77 per share. Upon commencement of public trading, we will utilize the quoted market price on the exchange as the basis for determining the fair value of our common stock.

Since our common stock does not have a public trading history on a stock exchange, we derived the expected volatility based upon the weighted average historical stock volatilities of six companies, that we consider to be comparable to our business, whose stock is actively traded on a recognized stock exchange. We believe this represents management’s best estimate of expected volatility. We intend to continue to consistently apply this process using the same or similar companies to estimate the expected volatility until sufficient historical information regarding the volatility of the share price of our common stock becomes available once the underlying common stock shares are traded on a recognized stock exchange. The expected term represents the time our convertible debentures are expected to be outstanding.

The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for zero-coupon U.S. Treasury notes with maturities approximating the convertible debentures’ expected term. The expected dividend yield rate is zero, as we have never declared or paid cash dividends and have no current plans to do so in the foreseeable future.

Common Stock Purchase Warrants

The fair value of our common stock purchase warrants is estimated on the issuance date using the Black-Scholes option pricing model. This model requires management to exercise judgment in selecting inputs and making highly subjective and often complex assumptions, including the fair value of our common stock, the expected term of the warrants, stock price volatility, and anticipated dividend yield. Given the highly subjective and complex nature in constructing such models, we engaged an independent valuation firm to confirm the model’s proper application based on management’s selected inputs and assumptions.

While our common stock is not currently listed on a public exchange, we have a well-established history of issuing common stock through private placements to independent, accredited investors. These transactions are conducted at arm’s length and are considered to be representative of fair value in accordance with ASC 820, which defines fair value as the price that would be received in an orderly transaction between market participants at the measurement date. As a result, in the past, we relied on these private placements to determine the estimated fair value of our common stock, a key input in the Black Scholes model. For example, in 2024, we issued 196,153 and 584,281 shares of common stock at prices of $5.71 and $5.77 per share, respectively, to more than 115 individual investors, and in 2023, 271,573 shares were issued at $5.71 per share to over 35 investors. Based on these transactions, we concluded that a fair value range of $5.71 to $5.77 per share was appropriate for use in the Black-Scholes model. Historically, we have not engaged a valuation specialist to independently assess the fair value of our common stock for these purposes, but the valuation firm we engaged to confirm the model also confirmed our most recent valuation of $5.77 per share. Upon commencement of public trading, we will utilize the quoted market price on the exchange as the basis for determining the fair value of our common stock.

Since our common stock does not have a public trading history on a stock exchange, we derived the expected volatility based upon the weighted average historical stock volatilities of six companies, that we consider to be comparable to our business, whose stock is actively traded on a recognized stock exchange. We believe this represents management’s best estimate of expected volatility. We intend to continue to consistently apply this process using the same or similar companies to estimate the expected volatility until sufficient historical information regarding the volatility of the share price of our common stock becomes available once the underlying common stock shares are traded on a recognized stock exchange. The expected term represents the time our common stock purchase warrants are expected to be outstanding.

The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for zero-coupon U.S. Treasury notes with maturities approximating the common stock purchase warrants’ expected term. The expected dividend yield rate is zero, as we have never declared or paid cash dividends and have no current plans to do so in the foreseeable future.

Stock Based Compensation

The fair value of common stock options granted is estimated on the date of issuance using the Black-Scholes option pricing model, as described above with respect to the Common Stock Purchase Warrants.

Similar to the process used for the convertible debentures and common stock purchase warrants described previously, we derived the expected volatility from the average historical stock volatilities of several public peer companies that we consider to be comparable to our business. The expected term represents the average time our stock-based awards are expected to be outstanding. As a significant number of our stock option awards are not yet exercisable, we do not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. As a result, we estimated the expected term based on the weighted average midpoint of expected vest date and expiration date. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for zero-coupon U.S. Treasury notes with maturities approximating the stock options’ expected term. The expected dividend yield rate is zero,

The actual estimates used can be found in Note 14 – Stock Based Compensation in the annual audited consolidated financial statements elsewhere in this prospectus.

In March 2026, the Company granted shares of restricted common stock under the FireFly Automatix, Inc. 2016 Stock Plan. The restricted stock awards are subject to a performance-based vesting condition. The awards become fully vested upon the earlier of (i) a Change in Control of the Company or (ii) the Company’s achievement of a Public Company Date, which includes the completion of an initial public offering, direct listing, de-SPAC transaction, or listing on a national securities exchange. Such event must occur on or before March 20, 2028. If neither event occurs by such date, all unvested shares are forfeited without consideration.

The Company accounts for these awards in accordance with ASC 718, Compensation—Stock Compensation. Compensation cost is recognized when achievement of the performance condition is considered probable and is recognized over the requisite service period through the expected vesting date.

Recent Accounting Pronouncements

We closely monitor all Accounting Standard Updates (“ASUs”) issued by the Financial Accounting Standards Board (“FASB”) and other authoritative guidance. We adopted the following standard in 2025 which did not have a material effect on our consolidated financial statements.

Recently Adopted

ASU 2023-09 requires enhanced income tax disclosures, including additional disaggregated information related to the effective tax rate reconciliation, the underlying nature and category of individual reconciling items, and income taxes paid by jurisdictions. We adopted ASU 2023-09 prospectively in the 2025 fourth quarter for the disclosures presented in Note 16.

Not Yet Adopted

In December 2025, the FASB issued ASU 2025-10 (Topic 832): Accounting for Government Grants Received by Business Entities. This update establishes guidance on the recognition, measurement and presentation of government grants received by business entities including grants related to the purchase, construction or acquisition of an asset and grants related to income. The update is effective for fiscal years beginning after December 15, 2028, including interim periods within those fiscal years. Early adoption is permitted. We do not expect this ASU to have a significant impact on our Consolidated Financial Statements.

In September 2025, the FASB issued ASU 2025-07 (Topics 815 and 606): Derivatives and Hedging: Derivatives Scope Refinements and Revenue from Contracts with Customers: Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract. This update expands the scope exception in Topic 815 to certain nonexchange-traded contracts for which settlement is based on operations or activities specific to one of the parties to the contract. The update is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. Early adoption is permitted. We are evaluating if the ASU will have an impact on

our Consolidated Financial Statements.

In September 2025, the FASB issued ASU 2025-06 (Subtopic 350-40): Intangibles - Goodwill and Other - Internal-Use Software: Targeted Improvements to the Accounting for Internal - Use Software. This update clarifies and modernizes the accounting for costs related to internal-use software by removing all references to project stages and clarifying that the probable - to-complete threshold is not met if significant development uncertainty exists. The update is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years. Early adoption is permitted. We do not expect this ASU to have a significant impact on our Consolidated Financial Statements.

In July 2025, the FASB issued ASU 2025-05 (Topic 326): Financial Instruments - Credit Losses: Measurement of Credit Losses for Accounts Receivable and Contract Assets. This update provides a practical expedient allowing entities to assume that current conditions as of the balance sheet date will remain unchanged for the remaining life of the asset when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Accounting Standards Codification 606, Revenue from Contracts with Customers. The update is effective for fiscal years beginning after December 15, 2025, including interim periods within those fiscal years. Early adoption is permitted. We are evaluating if the ASU will have an impact on our Consolidated Financial Statements.

In November 2024, the FASB issued ASU 2024-03 (Subtopic 220-40): Income Statement: Reporting Comprehensive Income - Expense Disaggregation Disclosures which requires disaggregation of certain expense captions into specified categories in disclosures within the Notes to the Consolidated Financial Statements. The new disclosure requirements are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. We are evaluating these new expanded disclosure requirements.

Emerging Growth Company

We are an emerging growth company, as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that (i) we are no longer an emerging growth company or (ii) we affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, these consolidated financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. We may choose to early adopt any new or revised accounting standards whenever such early adoption is permitted for private companies.

Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

Internal Control Over Financial Reporting

We have been a private company with limited accounting personnel to adequately execute our accounting processes and limited supervisory resources with which to address our internal control over financial reporting. In connection with the audits of our consolidated financial statements as of and for the years ended December 31, 2025 and 2024, we identified material weaknesses (defined as a deficiency or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis) in our internal control over financial reporting that we are currently working to remediate, which relate to: (a) an ineffective control environment, including an insufficient number of personnel with an appropriate level of knowledge and experience to create the proper environment for effective internal control over financial reporting, as well as the other components of the COSO framework, including appropriate risk assessment, control activities, information and communication, and monitoring activities; (b) ineffective controls for information systems supporting our key financial reporting processes; and (c) ineffective process-level controls. We have concluded that these material weaknesses in our internal control over financial reporting occurred because we did not have the necessary business processes, personnel and related internal controls to operate in a manner to satisfy the accounting and financial reporting timeline requirements of a public company. Please see the section titled “Risk Factors -We have identified material weaknesses in our internal control over financial reporting, and the failure to achieve and maintain effective internal controls over financial reporting could harm our business and negatively impact the value of our common stock.” for additional information.

We are focused on designing and implementing effective internal control measures to improve our evaluation of disclosure controls and procedures, including internal control over financial reporting, and remediating the material weaknesses. In order to remediate these material weaknesses, we have taken and plan to take the following actions:

As discussed above, we have taken certain steps, such as recruiting additional personnel and reviewing the current enterprise resource planning system, in addition to utilizing third-party consultants and specialists, to supplement our internal resources, to enhance our internal control environment and we plan to take additional steps to remediate the material weaknesses. Although we plan to complete this remediation process as quickly as possible, we cannot, at this time, estimate how long it will take. We provide no assurance that the measures we have taken to date and may take in the future will be sufficient to remediate the control deficiencies that led to these material weaknesses in internal controls.

In accordance with the provisions of the JOBS Act and the Sarbanes-Oxley Act, we and our independent registered public accounting firm were not required to, and did not, perform an evaluation of our internal control over financial reporting as of December 31, 2025 and 2024, or any subsequent period. However, as described above, we have identified material weaknesses in our internal control over financial reporting.

BUSINESS

Company Overview

FireFly is an innovative agricultural technology and robotics company with a primary focus on providing autonomous and semi-autonomous robotics for the golf and turf care ecosystem. We manufacture and commercialize robotics systems that incorporate autonomous mobility, electric vehicle (“EV”) and hybrid drive technology, and artificial intelligence (“AI”) and machine learning (“ML”) capabilities. Our robotics systems solve significant financial, environmental, labor, and productivity challenges in precision turf management as the premier technology supplier for golf courses, sports fields, turf farms, and related public and private applications. Our mission is to leverage the integration of our hardware and software platforms to deliver a comprehensive suite of robotics solutions that serve the full spectrum of groundskeeping and turf management needs. We believe we have assembled a highly qualified team with extensive experience in the robotics and agricultural technology (“AgTech”) arena and complementary fields, to support our business strategy, and are committed to continuously strengthening our culture of innovation, quality, and excellent customer service. We design, develop, and manufacture our robotics systems in the United States.

Our Business

We are a growth-oriented robotics company with internally developed proprietary software and patented mechatronic systems. Our technology is integrated into our Autonomous Electric Vehicle (“AEV”) robotic mowers; the Autonomous Mowing Platform (“AMP”), including our AMP-L100 and AMP-X100 robots; and our Manned Robotic Harvester (“MRH”). We also sold our M220 automated mower from 2019 through 2023. Our prospective development pipeline includes additional autonomous turf solutions under development, that leverage our hardware and software platforms, including the AMP-X60 and AMP-X90 platforms, a greens roller, a bunker rake, and a fairway sprayer among others.

Our American-made robotics are sold directly to customers and are complemented by a suite of services that support product deployment and maintenance. Our vertically integrated platform is founded in proprietary software technology, including data analytics and cloud-based systems, and in-house mechanical research and development, enabling us to iterate disruptive robotics with shortened time to market. We believe this integrated model results in structural cost advantages and a self-reinforcing growth dynamic. It has enabled several advances including the adoption of servo electric motion control technology by our AEV robotic mowers, previously used to automate our MRH systems. The design, development, and manufacturing of our robotic systems is entirely conducted from our 108,500 square foot Salt Lake City, Utah facility.

Golf courses in the United States, Australia, Canada, and Mexico are actively being maintained by our AMP machines, delivering cost savings and allowing groundskeepers to reallocate time and resources to other aspects of course maintenance. As of June 30, 2026, we have an estimated combined total of over 900 AMPs, MRH, and M220 machines in service throughout the world, resulting in a compounded annual growth rate (“CAGR”) of approximately 29.9% from 76 machines deployed as of December 31, 2016.⁽¹⁾ Our industrial, self-driving, large-area AEV robotic AMPs are specifically designed for the unique requirements of the golf course (of which there are over 38,000 estimated in the world ⁽²⁾), sports field, municipal, real estate, and turfgrass mowing markets. Our AMPs provide a unique mowing approach that is both environmentally and economically sound.

(1) We calculate CAGR by taking the cumulative units sold as of June 30, 2026, dividing it by the cumulative units sold as of December 31, 2016, raising the result to the power of one divided by the number of years in the measurement period (9.50), and then subtracting one.

(2) Source: Leading Courses, “How Many Golf Courses Are in the World,” July 2024.

The AMP-L100 is our first robotic mower, a reel mower for shorter heights-of-cut, which we introduced in 2023 and began selling in 2024. The AMP-X100 is our second AEV robotic mower, a rotary mower for longer heights-of-cut, which we introduced in January 2026 and plan to begin selling in late 2026. These robots are powered by our full autonomy software stack which we brought in-house in 2020. Our first autonomous mower prototype, the M220, married hybrid diesel-electric automation with full autonomy through a third-party system and began to be developed in 2018. As of May 31, 2026, our AMPs have autonomously mowed over 88,000 acres. We have delivered approximately 130 AMPs as of June 30, 2026. As of June 30, 2026, we had an order backlog of 76 AMPs. The following chart provides a summary of AMP deployments by quarter for 2024, through June 2026:

In addition to our AMPs, our MRH machines combine performance, utility and efficiency in the demanding turf farm segment, where turfgrass must typically be harvested and shipped within a very short period of time. We estimate that our worldwide fleet of MRH machines is capable of cutting over 10,750 pallets of turf each day across the world.

We have MRH machines operating in the United State and throughout the world in Australia, the United Kingdom, Brazil, Canada, South Africa, Israel and Mexico.

We estimate the TAM for our AMPs and MRH machines using publicly available information regarding the number of relevant sites, including golf courses, airports, municipal parks, public schools, and sod farms, where we believe our AMPs and MRH machines could be utilized. We also use internally developed assumptions relating to the number of machines that we expect would be used at such sites, based on our experience with existing customers and data available from our AMPs and MRH machines operating in the field, along with our anticipated average selling price of our machines over the near future. We then calculate the TAM as the aggregate amount if all the machines in the identified markets were replaced with our AMPs or MRH machines, as applicable, by taking the aggregate number of machines available in each applicable market and multiplying it by the average selling price of our machines. The following table provides a summary of our calculation of our TAMs, based on the inputs described.

Source:

^(a): July 26, 2024. Leadingcourses.com/inspiration/80325821-e3de-46b7-9932-c3a925f6ac86/how-many-golf-courses-are-there-in-the-world

^(b): Airports by Country 2026. https://worldpopulationreview.com/country-rankings/airports-by-country

^(c): November 21. 2025. https://www.nature.com/articles/s44284-025-00345-4

^(d): March 2025. https://learningpolicyinstitute.org/sites/default/files/2025-03/pub_private_NewJersey_MAP.pdf

^(e): Federal Register December 10, 2024. https://www.federalregister.gov/documents/2024/12/10/2024-28389/natural-grass-sod-promotion-research-and-information-order

^(f): Statistics Canada Census of Agriculture Tables - 2025. https://www150.statcan.gc.ca/t1/tbl1/en/tv.action?pid=3210003401

^(g): June 2026. https://www.turfaustralia.com.au/about-us/

^(h): June 2026. https://turfgrassproducers.eu/about-us/

^(i): FireFly Management’s estimate based on data from AMPs and MRHs currently operating in the field, as well as customers’ experience.

Based on these inputs, we believe that these target mowing and turf harvesting markets represent a TAM of approximately $60 billion in total. This is comprised of approximately $27 billion attributable to golf courses, with 38,000⁶ courses globally and multiple mowers used per course; approximately $29 billion attributable to precision mowing, with 36,000 airfields and airports⁷, 23,000 city parks⁸, and 128,000 US schools and campuses⁹; and approximately $3 billion attributable to turf harvesting, with 2,500 turf farms worldwide¹⁰.

We believe that our AMPs and MRH machines provide significant cost savings to our customers. Our AMP robots require no fuel to operate, entirely eliminating fuel expenses in connection with fairway mowing. Once trained on a fairway, the AMPs require no human operator. Our MRH machines only use an average of 2.0 gallons per hour, including both diesel and electric components; in contrast to the estimated average of 4.3 gallons of diesel fuel per hour of operation used by our main competitors. Based on the weekly diesel (on-highway) price published by the U.S. Energy Information Administration (“EIA”) as of June 30, 2026, we believe the efficiency provided by our MRH machines could lower a typical MRH customer’s fuel costs by approximately $15,000 per year. Our MRH machines automate the stacking process, allowing harvesting and stacking to be completed by a single individual. The turf grass harvesters sold by our primary competitors generally require two to three individuals to operate—a driver, and one or two stackers. In some cases, including harvesting more delicate varieties of turf grass, additional labor may be required. We believe that these significant labor-saving efficiencies enable our customers to spend less on fuel and allocate labor to more productive activities. We expect to accelerate deliveries to customers as we increase our production rate.

Our products are designed to accelerate the large-scale adoption of sustainable solutions. To accompany our machines, we have developed a comprehensive portfolio of aftermarket parts. Complementing our machines, our software platform includes proactive service (maintenance and repair) and software services. We expect these services to generate long-term brand loyalty while also creating a recurring revenue stream for each product across its lifecycle.

All sales, deliveries, and service operations are managed in-house without relying on third-party distributors. This direct-to-consumer model combined with our integrated, digital-first strategy is convenient and transparent for customers, efficient and scalable to support our continued growth, and provides best-in-class, uncompromised experience to our customers.

⁶ Source: Leading Courses, “How Many Golf Courses Are in the World,” July 2024.

⁷ Source: Airports by Country 2026. https://worldpopulationreview.com/country-rankings/airports-by-country

⁸ Source: November 21. 2025. https://www.nature.com/articles/s44284-025-00345-4

⁹ Source: March 2025. https://learningpolicyinstitute.org/sites/default/files/2025-03/pub_private_NewJersey_MAP.pdf

¹⁰ Sources: Statistics Canada Census of Agriculture Tables – 2025,
https://www150.statcan.gc.ca/t1/tbl1/en/tv.action?pid=3210003401;

June 2026. https://www.turfaustralia.com.au/about-us/;

June 2026. https://turfgrassproducers.eu/about-us/

Our vertically integrated platform enables us to provide our diverse offering of highly differentiated products and services as well as our technology-first, direct-to-customer experience. Our ecosystem consists of the following components:

● Robotics. Our machines boast all-electric propulsion, LiDAR obstacle detection, patented steering systems, and teach-and-repeat autonomy for large-scale turf maintenance applications. They are also produced through robotic manufacturing processes.

● Artificial Intelligence and Machine Learning. Our AMP robots also use artificial intelligence and machine learning to set and optimize mowing patterns, identify operating paths, classify objects and obstructions, and collect actionable data.

● Core Enabling Technology Stack. A secure, reliable, scalable combination of hardware and software supported by a cross-disciplinary engineering team and connecting our proprietary in-machine systems, including electronics, battery, electric drive, chassis, and experience management. The stack is highly portable to each robot, allowing for streamlined production and performance.

● Software. Our architecture of interconnected software applications designed to deliver seamless, end-to-end experiences using our FireLink web application. Our software platform enables remote diagnostics, software updates, and remote controls, including machine access.

● Product Development and Operations. Our vertically integrated product development and operations functions include design, development, manufacturing, sales, delivery and service. These distributed functions serve the unique needs of our agricultural and golf course customers. As of May 31, 2026, we had 20 service technicians serving customers across the U.S. and 2 service technicians dedicated to serving our international customers.

● Products and Accessories. Our portfolio is comprised of machines that we believe reimagine the turfgrass harvesting and mowing segments. We expect our products and services will provide us access to new markets and bring new customers into our platform.

● Services. We offer highly tailored and differentiated services that enable near seamless and intuitive experiences throughout the entire product lifecycle. We expect this holistic approach to promote customer satisfaction, create strong brand loyalty, and increase operational efficiency while simultaneously allowing us to capture a greater share of the full lifecycle value.

● Data and Analytics. Our platform is interconnected by our proprietary data and analytics tools. It is comprised of centralized data and analytics tools, providing valuable insights that can be applied to continuously improve platform-wide performance, functionality and uptime to drive increased customer satisfaction.

We plan to utilize this ecosystem to continuously improve our products by adding new capabilities and functionality. Enhanced products will attract more customers, deepen existing customer relationships, and expand our data repository and insights, which we expect will further benefit our customers and our business.

Beyond the benefits of our ecosystem, we believe that our entrepreneurial culture is a competitive advantage. Our strength comes from a diversity of backgrounds, perspectives, talents and approaches, and we work hard to cultivate a culture of collaboration. Our entrepreneurial spirit drives dialogue and exploration in the development process that we believe has produced world-class products and services. This drives innovation and propels continued growth to help us achieve our mission.

Our Products

Our products are organized into two families, AMPs and MRH machines, and are supported by subscription products (“Robotics as a Service or RaaS”), parts sales, and services.

Autonomous Mowing Platform

We currently offer two models of our AMP: (1) AMP-L100 robotic reel mower and (2) AMP-X100 robotic rotary mower. The AMP-X90 robotic rotary mower represents the next evolution of the AMP product line and is expected to replace the AMP-X100 following the completion of field testing and commercialization activities. The key difference between the two models is that the AMP-L100 is a robotic reel mower, for shorter heights-of-cut, while the AMP-X100 is a robotic rotary mower, for longer heights-of-cut.

AMP-L100 AEV Robotic Reel Mower		AMP-X100 AEV Robotic Rotary Mower

Our AMPs are autonomous robots for professional mowing, equipped with a controller with proprietary algorithms, LiDAR for object detection, and a suite of cameras and sensors. Upon setup at the customer’s location, the AMP simply requires a one-time learning pass around the outer boundary of the area to be repetitively mowed, which we believe is ideal for fairway mowing. Once the robot has learned the boundary, it can generate different mow patterns using our FireLink web application. The customer can then select a starting place on the fairway, select a mow pattern, press play and let the AMP do the rest. The robot will find its way to the start point and start mowing. Customers can then monitor progress of the robot remotely on our web application, FireLink.

Our AMPs are all-electric, powered by a lithium iron phosphate battery, and can operate for four to six hours per charge, which we believe allows our AMPs to mow approximately 20-25 acres during that time. The AMPs operate nearly silently, which enables extended mowing hours, and provide a high-quality precision cut. Our design eliminates the need for an engine, radiator, gas or hydraulics and related components and oil (other than a minimal amount of gear oil), transmission, and hydraulic fluids that are found on traditional lawnmowers, which reduces operating and maintenance costs and eliminates emissions and certain harmful fluid spills, such as the hydraulic oil spill from a traditional mowing machine as shown in the picture below:

The AMPs are connected to our specialized and internally developed web application - FireLink - via cellular networks or Starlink, for autonomy control, and to RTK-corrected GPS for precise positioning. Our patented drive and steering systems provide superior traction while protecting the turf, a critical attribute for self-driving robots and one demanded by our customers.

Both the AMP- L100 and AMP-X100 models cut a 100-inch-wide swath with five cutting decks and we believe they can mow approximately 20-25 acres per charge. The AMP-L100 uses reel cutting technology, which is well regarded for its high quality at low heights-of-cut and is widely used for mowing fairways on golf courses. The AMP-X100 has rotary cutting units, which are more commonly used for taller heights-of-cut, often in sports fields, commercial landscaping, turfgrass farms, and mowing in the “rough” on golf courses. Our nearest competitor’s autonomous mowers generally only provide cutting widths of 60 inches or less.

We market our AMPs primarily through on-site demonstrations, through digital marketing and social media channels, and in industry publications.

Manned Robotic Harvester

Our MRH machines are purpose-built machines used by turf growers across the world. The MRH machines are designed from the ground-up to be completely computer-controlled or “drive-by-wire.” These software-defined machines can evolve with customer needs over time through software updates. These harvesters also provide IoT connectivity to deliver data and insights into machine health and performance to both the customer and us.

We engineered advanced electrification and control systems to significantly increase productivity, yield, and operational efficiency, which we believe outperform any other technology currently available in the turfgrass market. In a side-by-side demonstration in Ontario, Canada at the September 2024 Nursery Sod Growers Association, we observed that the productivity of the FireFly MRH was 33% higher than competing machines, with significantly higher yield. In another extended comparative demonstration in the U.K. in July 2024, we observed that our MRH machine used 49% less fuel than the competitor, producing 5,182 square feet of grass per gallon of fuel, compared to 2,660 square feet per gallon by the competing harvester.

Our MRH machines are diesel-electric hybrid and self-propelled, shearing and pulling the turf from the ground and cutting it into symmetrical slabs. The slabs are transported up a conveyor, rolled if necessary, and automatically stacked onto a pallet. Prior to automation, turf harvesting was accomplished by manual labor and manually operated mowers. The automated machines have reduced labor, and, according to our customers, turned work done by anywhere from two to ten people into a one-person job.

Because our MRH machines use efficient servo electric systems, significantly lower power is required to harvest the turf. Our hybrid diesel-electric MRH machines use a 74-horsepower turbo-charged 4-cylinder Tier 4 diesel engine. Due to our efficient design, we believe the horsepower requirements are around half of our closest competitors’ machines, which generally use 130 to 140-horsepower engines.

We currently offer two categories of MRH machines:

Subscription Services

We sell subscription services to customers that give them access to performance metrics.

FireLink – FireLink is our web-based fleet management system that connects our customers to their AMPs and facilitates communication between systems. Key operations include scheduling, path determination, mowing patterns, software updates, maintenance requirements, and general communications. We charge a subscription fee for FireLink.

Mercury – Our Mercury data platform allows the transmission of productivity data from machines to customers, helping them to know how their AMP and MRH machines are performing. Key data points include overall equipment effectiveness (“OEE”) data, square feet per hour, weight of the pallets, cumulative pallet counts, harvesting session numbers and more. We plan to sell access to performance metrics as a monthly subscription that we expect will evolve with our ongoing data and analytics learning platforms. This platform represents the foundation for collecting and sharing valuable data with customers, which we believe will create significant economic value. We believe that these metrics provide economic value to customers while also benefiting the environment. For example, these metrics enable precise targeting of fertilizer and water, optimizing growth while minimizing waste. We expect future subscription packages will offer tiered pricing based on the range of services provided.

Parts, Services, and Other

We sell replacement parts and consumables for systems in both our AMP and MRH machines and provide in-person service support. Our service department, consisting of corporate and regional technicians, provides training and support in person by phone and through remote communication on our web applications.

Development Pipeline

FireFly’s mission is to deliver a comprehensive suite of robotics solutions that serve the full spectrum of groundskeeping and turf management needs. Our product development team is adapting FireFly’s integrated hardware and software platforms to deliver autonomous solutions across the golf course, unlocking additional savings and increasing precision and uniformity. Our current development pipeline includes the following:

Our Competitive Strengths

We designed all aspects of our platform, business model, products, and organization to enable a scalable, customer-centric, and efficient approach resulting in key competitive advantages.

● First-Mover and Deep Domain Expertise. Our talent and know-how provide deep domain expertise, resulting in a rare and unique set of skills that created our AMPs. Our management team has decades of grass growing and harvesting experience, as well as deep engineering expertise across mechanical, software, electric, autonomy and motion control. This expertise allowed us to understand earlier than our competitors the need for and advantages of electrification, resulting in our AMPs and MRH machines which introduce a much larger addressable market segment of golf courses and precision mowing. Our intellectual property portfolio and years of deep expertise in automation provide us with a significant first-mover advantage.

● FireFly Ecosystem. We design, develop, manufacture and sell in-house in our 108,500 square foot facility located in Salt Lake City, Utah. We control most of our manufacturing (end-to-end) in-house. We employ a Kanban inventory control system to manage over 17,500 individual components on a daily basis. We strive to provide an ecosystem of solutions to our end users, consisting of hardware, software, parts supply, onsite and helpdesk service, ongoing schools and training, and video-based training and updates. We also provide certain data back to the end-users in the form of a KPI database that allows operators to track and monitor performance.

● Entrepreneurial Culture. We believe that our entrepreneurial culture is one of our most durable competitive advantages. Everything from the way we recruit to our transparent way of communicating, is in service of making our business the company passionate professionals join to learn, grow, and do meaningful work.

● Direct Customer Relationships. Our ongoing commitment to listening to the problems of our customers and incorporating their feedback into our platform is an important competitive advantage that we expect will allow us to iterate disruptive products. Our direct relationships with customers allow us to gather insights, design solutions that best serve their needs, drive strong engagement, remove structural inefficiencies, create transparency, and increase customer satisfaction and referrals. By controlling every customer touchpoint from awareness through ownership, we replace a patchwork of third parties with our end-to-end, integrated solutions.

● Suite of Services. Our portfolio of complementary services is designed to deliver an intuitive and near seamless customer experience across the full lifecycle of our machines. Our suite of services provides an opportunity to generate predictable, high-margin recurring revenues and increase the lifetime revenue potential of each vehicle.

● Experienced Board of Directors. We have been able to recruit independent directors who believe in our mission and have a world-class depth and breadth of executive, operational and financial experience with public companies, and experience across a breadth of industries.

Historical Revenue Growth

Since 2016, our company has experienced significant revenue growth, reflecting increased demand for our products and expansion into new markets. Our revenues increased from $11.3 million in 2016 to $47.2 million in 2025, representing a CAGR of 17.3%. We believe our historical performance demonstrates our ability to capitalize on market opportunities and deliver consistent financial results. In 2025, approximately 54% of revenues were derived from MRH sales, 20% from parts sales, 16% from AMP sales, 1% from SaaS, and 9% from other. We believe our historical performance demonstrates our ability to capitalize on market opportunities and deliver consistent financial results. The following chart provides a summary of our revenues from 2016 to last twelve months ended June 31, 2026:

Long-Term Growth Strategy

We make decisions and investments with long-term objectives in mind. We believe maintaining a long-term growth direction is key to maximizing our impact and generating value for our stockholders. We plan to achieve this by constructing a diverse portfolio of offerings with global appeal and strategically investing in our technology and infrastructure. Key levers of our growth strategy include:

● Become the Market Leader in Golf Course Maintenance Ecosystem. We are developing a host of products that will address every main facet of golf course maintenance, including the fairway, green, rough and bunker.

● Increase Share in Turf Farm Market. We plan to continue to build innovative products for the turf farmer. While the primary market of our MRH machines is the U.S., we plan to continue to penetrate the markets of Australia, Canada, Europe, Brazil, and the United Kingdom by increasing marketing and sales activities and adding new support staff in those regions. We plan to continue to execute new designs and improvements of harvesters that increase value to the customer with reduced operating costs, improved reliability, and increased capabilities.

● Increase Share in Golf and Sports Turf Markets. We plan to continue to add to our sales and marketing team in golf and sports turf. There continues to be high interest in the capabilities of our AMPs in the marketplace. The installed base of over 49 units have demonstrated this ability and builds confidence in our AMPs.

● Grow Our Used and Trade-In Business. We plan to continue accepting trade-in machines and to resell these as part of our revenue growth strategy.

● Develop and Launch Next-Generation AEVs. We intend to continue to innovate and launch AEVs within the turfgrass management space. These products will serve a variety of needs, price points and geographies.

● Further our International Footprint. We intend to further our global footprint. We will continue to build our sales, marketing and service teams in the U.S., Australia, Canada, Brazil, Europe and the United Kingdom, as well as developing distribution partnerships for other international markets.

● Extend Depth and Breadth of Our Digital Services. We plan to launch additional subscription services, enable the purchase of more features through software updates and explore financing options for customers through third-party and internal financing.

● Invest in Our Platform. We plan to continue investing in our product development and operations infrastructure to enable our growth, product innovation, and customer experience.

● Unlock New Business Models. Our capabilities as a direct-to-customer, integrated technology and manufacturing company position us to drive the adoption of future business models.

Our Market Opportunity

We believe our vertically integrated platform enables us to offer holistic solutions compared to traditional product offerings and deliver more value to our customers, allowing us to capture revenues across the full product lifecycle. We define our market opportunity in terms of our TAM, which we believe we can address over the long-term. We calculate our TAM based upon the market for new sales across products in addition to the lifetime revenue potential of services, aftermarket parts, software, and resale and trade-in of used machines.

The primary target market for the AMP is the replacement market for fairway mowers on golf courses. With more than an estimated 38,000 golf courses globally¹¹ and an average of three fairway mowers per course and an expected average selling price of $160,000 to $175,000 per AMP, we believe the TAM for golf course mowers is approximately $27 billion. For additional information regarding our calculation of our relevant TAMs, including underlying data and assumptions used, see the discussion under “Business - Our Business.”

In addition, based on our customers’ experience, we generally expect the average lifespan of a fairway mower to be approximately four to seven years, depending on use and the length of seasons in different climate zones. While some customers will choose to repair or refurbish their machines, we estimate an annual replacement rate for fairway mowers of approximately 13,000 mowers.

Beyond golf courses, the turfgrass industry presents additional opportunities for AEV robotic mowers, such as our AMPs, including:

● Precision Mowing: Estimated to be a broader TAM of approximately $29 billion, encompassing public schools, airfields and airports, city parks and sports fields. This market offers high growth potential for automated mowing solutions.

● Turf Farms: An estimated TAM exceeding $3 billion, based on our internal calculations, derived from publicly available information relating to the number of turf farms in our target markets and internally developed estimates relating to the equipment needs for turf farms, providing an additional avenue for our AMPs. Given our leadership in turf harvesting and established relationships with farmers, we believe this market represents a natural extension of our services and products, including our AMPs, and a prime opportunity for growth.

Based on the strength and positioning of our brand, products, and services which address the needs of our customers, we see an opportunity to be a leader in these markets.

¹¹ Source: “Leading Courses,” July 2024

Key AEV Robotic Mower Market Drivers

We believe the following key market drivers will define our ability to capture market share with our AMPs in the golf market.

The golf market, coupled with the broader turfgrass industry, presents a substantial opportunity for our AMPs. By leveraging our existing relationships within the turf farm segment, we can accelerate market penetration and build acceptance of our AMPs in the turf market, helping us to solidify our position as a leader in the turfgrass industry. We believe that this combination of market drivers creates a compelling case for the adoption of our AMP technology.

Manufacturing

We have invested in the factory capabilities and personnel necessary to produce our AMPs and MRH machines, and the necessary parts to support the growing number of existing comparable machines. Over the past 16 years, we have built a high-tech US-based manufacturing facility, which illustrates our commitment to not only designing the best automated harvesters and AEV robotic mowers in the world, but also demonstrates our pattern of execution in building and helping our customers succeed through the entire purchase and life cycle. Our manufacturing, warehouse, and other facilities have the capacity to increase production as we hire and train more personnel.

We use common manufacturing processes and techniques in producing components for our products. Considerable effort is directed to manufacturing efficiency through improvements in process and facility optimization, including product line relocation, product design, advanced manufacturing technology, and supply management and logistics. Our flexible assembly lines, which can accommodate a mix of all our available products and deliver products in line with changes in customer demand, support our process improvements.

We source parts and components for our products from leading suppliers domestically and internationally. These materials and components include a variety of steel products, metal castings, forgings, plastics, hydraulics, electronics, and ready-to-assemble components made to certain specifications. We also source various goods and services used for production, logistics, offices, and research and development. We develop and maintain sourcing strategies for our purchased materials and emphasize long-term supplier relationships at the core of these strategies.

We have developed strong supply chain relationships and strategic inventory reserves to allow for continued production. We currently ship an average of over 900 parts per month. We believe that we are well-positioned to support the growth of the harvester and AMP markets and increased unit deliveries. The installed base of AMPs, MRH machines, and M220 machines is expanding, adding to a fleet of over 890 machines as of May 31, 2026 that require parts.

Product Warranty

The Company provides limited assurance-type warranties on certain products sold to customers. Warranty periods generally range from one year or 1,000 operating hours for harvesters to two years for AMP autonomous mowers, with a five-year warranty on the AMP battery. Warranty coverage is limited to replacement parts and excludes consumable items, labor, travel, and other service-related costs.

The Company records an estimated warranty liability at the time revenue is recognized based on historical claims experience, the number of products under warranty, and management’s estimate of future warranty costs. The warranty liability is reviewed at each reporting date and adjusted as necessary. Actual warranty costs are charged against the accrued warranty liability as incurred.

Competition

The sports turf and turf harvesting markets in which we compete are highly competitive. We sell our AMPs to golf courses and our MRH machines to turfgrass farms and ranches. Some of our turfgrass farm customers also purchase our AMPs. We believe the primary competitive factors in our markets are technological innovation, product performance, product quality, brand differentiation, product design, sustainability, value, and manufacturing scale and efficiency.

Our competition comprises traditional harvesting and mowing products sold into turf harvesting and sports turf markets. While we believe that there are no current direct competitors in the turfgrass mowing industry for our AMPs, we anticipate competition from traditional manufacturers including The Toro Company, Deere & Company and Husqvarna Group. Our competitors with traditional harvesting and lawn mowing products include AGCO Corporation, CLAAS KGaA mbH, CNH Industrial N.V., Deere & Company, Jacobsen Fine Turf Mowers, Kubota Tractor Corporation, Mahindra & Mahindra Limited, and The Toro Company. Our competitors for specialty turfgrass products include Trebro Manufacturing, Inc. and Kesmac Inc. As we participate across the spectrum of the value chain, our competition extends beyond product manufacturers, and includes parts and services, and our software platform. Many of our competitors are much larger than we are and have significantly greater resources, which challenges our ability to compete with them.

Across the value chain, we believe our vertically integrated business model and technology platform, direct-to-customer relationships, and ability to efficiently launch new products position us to compete effectively.

Research and Development

We make substantial investments in research and development to improve the quality and performance of our products, to develop new products and technologies to meet our customers’ needs, to integrate sustainable solutions into our products, and to comply with government, safety, and engine emissions regulations. Integration of technology into equipment is a persistent market trend, and we continue to capitalize on this market trend.

Intellectual Property

We protect, use, and defend intellectual property in support of our business objectives to increase our return on investment, enhance our competitive position and create shareholder value. We rely on a combination of patents, trade secrets, copyrights, service marks, trademarks, domains, contractual terms, and enforcement mechanisms across various international jurisdictions to establish and protect intellectual property rights related to our current and future business and operations.

We hold 35 granted patents in the U.S. Our trademarks, logos, domains, and service marks are used to establish and maintain our reputation with our customers, and the goodwill associated with our business. We have 5 registered domestic trademarks. In addition, we maintain a comprehensive identification and tracking function for the maintenance and protection of our trade secrets.

We intend to continue to pursue intellectual property protection to the extent we believe it would be advantageous to our business objectives. Despite our efforts to protect our intellectual property rights, they may not be respected in the future or may be invalidated, circumvented, or challenged.

Regulatory

Certain of our operations and products are subject to stringent and comprehensive federal, state, and local laws and regulations governing matters including environmental protection, occupational health and safety and the release or discharge of materials into the environment, including air emissions and wastewater discharges. Failure to comply with these laws and regulations may result in the assessment of administrative, civil and criminal penalties, the imposition of investigatory and remedial obligations and the issuance of orders enjoining some or all of our operations in affected areas.

We are also subject to permitting, registration, and other government approval requirements under environmental, health and safety laws and regulations applicable in the jurisdictions in which we operate. Those requirements obligate us to obtain permits, registrations, and other government approvals from one or more governmental agencies to conduct our operations and sell our products. The requirements vary depending on the location where our regulated activities are conducted.

Governments are also implementing laws regulating products across their life cycles, including sourcing for parts and components and the storage, distribution, sale, use, and disposal of products at their end of life. These laws and regulations include requirements to develop less hazardous chemical substances and products, right-to-know laws, restriction of hazardous substances, and product take-back laws.

Human Capital Resources

Our employees are critical to our success. As of May 31, 2026, we had over 212 full-time employees. We also employ 7 part-time employees and engage consultants and contractors as needed to supplement our permanent workforce. To date, we have not experienced any work stoppages and consider our relationship with our employees to be good. None of our employees are represented by a labor union or subject to a collective bargaining agreement.

Legal Proceedings

We are from time to time subject to claims, lawsuits and other legal and administrative proceedings arising in the ordinary course of business. Defending such proceedings is costly and can impose a significant burden on management and employees. The results of any future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. We are not presently a party to any litigation the outcome of which, we believe, if determined adversely to us, would, individually or taken together, have a material adverse effect on our business, operating results, cash flows or financial condition.

Facilities

Our corporate headquarters and manufacturing facility are located in Salt Lake City, Utah, where we lease approximately 108,500 square feet. In October 2018, we entered into an operating lease for our corporate headquarters and manufacturing facility, which was subsequently amended in January 2024. The lease expires in April 2031. The monthly lease payments range between approximately $91 to $116 over the term of the lease. The foregoing descriptions of the lease and amendment are summaries only and are qualified in their entirety by reference to the full text of the applicable agreements, which are filed as Exhibit 10.5 and Exhibit 10.6 to the registration statement of which this prospectus forms a part. We expect to add additional offices and manufacturing capacity as we increase our headcount and expand our operations. We believe that our facilities are sufficient for our current needs and that, should it be needed, additional facilities will be available to accommodate the expansion of our business.

MANAGEMENT

Executive Officers and Directors

The following table lists the names, ages as of the date of this prospectus, and positions of the individuals who are expected to serve as our directors and executive officers upon consummation of the Direct Listing:

Executive Officers

Andrew W. Limpert serves as Chief Executive Officer and a director of FireFly. Mr. Limpert has served as our Chief Executive Officer and a member of our board of directors since 2015. Prior to joining FireFly, Mr. Limpert held several executive positions with ProFire Energy (Nasdaq: PFIE), including Chief Sales and Strategy Officer, Chief Financial Officer, and board member. Mr. Limpert has served as a board member of multiple firms including Chairman of the Board for Nine Mile Software and director and Chief Executive Officer of Ohr Pharmaceuticals (Nasdaq: OHRP) from 2007 to 2010. Mr. Limpert holds an M.B.A. with an emphasis in Finance from Westminster College and a B.A. in Finance with an emphasis in entrepreneurship and real estate finance from the University of Utah.

We believe that Mr. Limpert’s extensive management, finance and public company experience, including his service as an executive officer and director at other companies, makes him highly qualified to serve as a director.

Steven R. Aposhian serves as Chief Technology Officer of FireFly and currently serves as our Chairman. Mr. Aposhian has served as our Chairman and Chief Technology Officer since 2015 and previously served as President since co-founding FireFly in 2010. Prior to co-founding FireFly, Mr. Aposhian was responsible for hydraulic test system design at AAI Textron from 2007 to 2010. Mr. Aposhian taught and implemented LabVIEW design software for machine design at National Instruments from 2000 to 2006. Prior to his time at National Instruments, Mr. Aposhian gained extensive experience in power equipment design testing and manufacturing at Honda R&D Americas from 1996 to 2000. Mr. Aposhian holds a B.S. in Mechanical Engineering from the University of Utah.

We believe that Mr. Aposhian’s extensive engineering, operational and management experience, including 29 years of mechanical engineering experience specializing in automation technology, makes him highly qualified to serve as a director.

Matthew G. Aposhian serves as President, Chief Operating Officer and a director of FireFly since 2019. Mr. Aposhian has held multiple positions at FireFly prior to his current role. He co-founded FireFly in 2010, and joined us full time in 2013. Prior to joining FireFly, Mr. Aposhian was President of Aposhian Sod Farms from 2007 to 2013. From 2000 to 2006, Mr. Aposhian was President of Aposhian Earthworks. Mr. Aposhian holds a M.B.A. from Brigham Young University and a B.A. in Business Administration from the University of Utah.

We believe that Mr. Aposhian’s extensive operational and management experience, including his 23 years running companies in the agriculture, technology and service industries, combined with his involvement in our founding and growth, makes him highly qualified to serve as a director.

Lindsay C. Jones serves as Chief Financial Officer of FireFly, a position he has held since July 2024. From December 2023 to June 2024, Mr. Jones was Chief Financial Officer of TruGolf in connection with its SPAC merger with Deep Medicine Acquisition Corp. From July 2020 to August 2022, Mr. Jones served as Executive Vice President and Chief Financial Officer for Xevant Inc., and from March 2019 to July 2024, he served as consultant and Outsourced Chief Financial Officer for NOWCFO serving clients in the manufacturing, service and SaaS markets. Mr. Jones is a Certified Public Accountant and holds a Master of Accountancy and a B.A. in Accounting from Brigham Young University.

Non-Employee Directors

Elizabeth Pettit Hocker was appointed to the FireFly board of directors in September 2023 and serves as Lead Independent Director. Ms. Hocker serves as Global Head, Listings and Capital Markets for the Texas Stock Exchange (TXSE), a position she has held since November 2025. In this role, she leads TXSE’s IPO listings business and works with companies and their advisors to build the exchange’s issuer base and execute its listings strategy. Prior to joining TXSE, Ms. Hocker served as Regional Head, Capital Markets for the New York Stock Exchange from December 2024 to October 2025, where she launched NYSE Texas in 2025. She previously served as founder and Chief Executive Officer of 10:10 Strategy, an IPO and business consulting firm, from November 2023 to December 2024. Ms. Hocker also served as Interim Chief Executive Officer at Frulu, a technology startup utilizing AI to connect used car sellers with used car buyers, from April 2024 to December 2024. From December 2018 to August 2023, Ms. Hocker served as Managing Director, New Listings & Capital Markets, Southwest U.S. at Nasdaq. Ms. Hocker received her B.A. from St. Edward’s University.

We believe Ms. Hocker’s extensive management and capital markets experience, including her service as executive officer and director of companies, and experience with public offerings, sales operations and human resources make her highly qualified to serve as a director.

JuE Wong was appointed to the FireFly board of directors in March 2024. Ms. Wong has served as Chief Executive Officer of Performance Beauty Group since October 2024. Prior to her time at Performance Beauty Group, Ms. Wong was President and CEO of Olaplex Holdings Inc. (Nasdaq: OLPX) from January 2020 to October 2023, and was Chief Executive Officer of Moroccanoil from July 2017 to September 2019. Ms. Wong graduated from The Australian National University.

We believe Ms. Wong’s extensive management experience, including roles as president and chief executive officer of several public and private companies, and service as a director at other companies, makes her highly qualified to serve as a director.

Christopher R. Christensen was appointed to the FireFly board of directors in November 2024. Mr. Christensen served as Executive Chairman and Chairman of the Board of The Ensign Group, Inc. (Nasdaq: ENSG), a skilled nursing and assisted living services, physical, occupational and speech therapies, and additional post-acute related services provider, from May 2019 to September 2025. He previously served as President from 1999 to 2019, and as Chief Executive Officer from April 2006 to May 2019. Before founding The Ensign Group, he held the position of acting Chief Operating Officer of Covenant Care, Inc., a prominent long-term care provider based in California. Additionally, as a co-founder of both The Pennant Group, Inc. (Nasdaq: PNTG) and Care Trust REIT, Inc. (Nasdaq: CTRE), he assumed board roles for both companies upon their public listings and remains an active member of The Pennant Group’s board from 2019 to present day.

We believe that Mr. Christensen’s extensive executive management experience with a public company, and service as a director at other companies, makes him highly qualified to serve as a director.

Peter Johansson was appointed to the FireFly board of directors in September 2026. Mr. Johansson has served as Senior Vie President, Chief Financial Officer of CECO Environmental Corp (Nasdaq: CECO) since August 2022. From April 2020 to August 2022, Mr. Johansson had been an independent strategy and business development consultant and joined CECO as a consultant in October 2021. From June 2014 through March 2020, he was EVP, Strategy, Corporate Development & Marketing for Accudyne Industries, LLC, where he was responsible for the formulation and execution of growth, value creation, business development, product line, and M&A strategies, and deployment of a product-line based operating model for an industry-leading portfolio of industrial air and gas compressors, broad pump solutions, rotary mixers, and valves. Prior to joining Accudyne, Mr. Johansson led the corporate, product-line, and M&A growth strategy and implementation of a differentiated business line operating model for IDEX Corporation. He has also held senior business, strategic business development, commercial, and engineering leadership roles with ITT Inc., Trane Technologies PLC, WABCO Holdings, Inc., and Honeywell International, Inc. and its predecessor AlliedSignal Inc. Mr. Johansson earned a Bachelor of Science degree in Mechanical Engineering from Southern Methodist University of Dallas, Texas. He received his Master of Science degree in Mechanical Engineering from California State University at Fullerton, and his MBA from UCLA’s Anderson Graduate School of Management.

We believe that Mr. Johansson’s extensive finance and public-company experience and his prior leadership in strategy and corporate development roles at other companies make him highly qualified to serve as a director.

Family Relationships

Steven Aposhian and Matthew Aposhian are brothers. Other than this, none of our directors or executive officers has a family relationship.

Board Composition

Our board of directors will consist of seven directors upon the consummation of the Direct Listing. Mr. Steven Aposhian will serve as Chairman of the board of directors. Upon consummation of the Direct Listing, we expect that Liz Hocker will continue to serve as lead independent director. The primary responsibility of our board of directors will be to provide oversight, strategic guidance, counseling and direction to our management. The board of directors will meet on a regular basis and additionally as required.

In accordance with the terms of our amended and restated certificate of incorporation, each director’s term will continue until the election and qualification of his or her successor, or his or her earlier death, resignation, or removal. Our amended and restated certificate of incorporation and amended and restated bylaws authorize only the members of the board of directors to appoint directors to fill vacancies on our board of directors. In addition, the number of directors constituting the board of directors may be set only by resolution adopted by a majority vote of the entire board of directors.

Director Independence