NASDAQ: OLB

Overview

We are a FinTech company that focuses on a suite
of products in the merchant services marketplace and seeks to provide integrated business solutions to merchants throughout the United States.
We seek to provide merchants with a wide range of products and services through our various online platforms, including financial and
transaction processing services. We also have products that provide support for crowdfunding and other capital raising initiatives. We
supplement our online platforms with certain hardware solutions that are integrated with our online platforms. Our business functions
primarily through three wholly-owned subsidiaries, eVance, Inc., a Delaware corporation (“eVance”), OmniSoft.io, Inc., a Delaware
corporation (“OmniSoft”), and CrowdPay.Us, Inc., a New York corporation (“CrowdPay”).

OmniSoft operates a cloud-based business management
platform that provides turnkey solutions for merchants to enable them to build and manage their retail businesses, whether online or at
a “brick and mortar” location. The OmniSoft platform, which can be accessed by merchants through any mobile and computing
device, allows merchants to, among other features, manage and track inventory, track sales and process customer transactions and can provide
interactive data analysis concerning sales of products and need for additional inventory. Merchants generally utilize the platform by
uploading to the platform information about their inventory (description of units, number of units, price per unit, and related information).
Once such information has been uploaded, merchants, either with their own device or with hardware that we sell directly to them, are able
to utilize the platform to monitor inventory and process and track sales of their products (including coordinating shipping of their products
with third party logistics companies). We manage and maintain the OmniSoft platform through a variety of domain names or a merchant can
integrate our platform with their own domain name. Using the OmniSoft platform, merchants can “check-out” their customers
at their “brick and mortar” stores or can sell products to customers online, in both cases accepting payment via a simple
credit card or debit card transaction (either swiping the credit card or entering the credit card number), a cash payment, or by use of
a QR code or loyalty and reward points, and then print or email receipts to the customer. For more information regarding our OmniSoft
platform, see “Description of our OmniSoft Business.”

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eVance provides competitive payment
processing solutions to merchants which enable merchants to process credit and debit card-based internet payments for sales of their
products at competitive prices (whether such sales occur online or at a “brick and mortar” location). eVance is an
independent sales organization (an “ISO”) that signs up new merchants on behalf of acquiring banks and processors that
provides financial and transaction processing solutions to merchants throughout the United States. eVance differentiates itself
from other ISOs by focusing on both obtaining and maintaining new merchant contracts for its own account (including, but not limited
to, merchants that utilize the OmniSoft platform) and also obtaining and maintaining merchant contracts obtained by third-party ISOs
(for which we negotiate a shared fee arrangement) and utilizing our own software and technology to provide merchants and other ISOs
differentiating products and software. In particular, we (i) own our own payments gateway, (ii) have proprietary
omni-commerce software platform, (iii) have in-house underwriting and customer service, (iv) have in-house sub-ISO
management system which offers sub-ISOs and agents tools for online boarding, account management, residual reports among other
tools, and (v) offer a suite of products in the financial markets (through CrowdPay). Leveraging our relationship with three of
the top five merchant processors in the United States (representing a majority of the merchant processing market) and with the
use of our proprietary software, our payment gateway (which we call “SecurePay”) enables merchants to reduce the cost of
transacting with their customers by removing the need for a third-party payment gateway solution. eVance operates as both a
wholesale ISO and a retail ISO depending on the risk profile of the merchant and the applicable merchant processor and acquiring
bank. As a wholesale ISO, eVance underwrites the processing transactions for merchants, establishing a direct relationship with the
merchant and generating individual merchant processing contracts in exchange for future residual payments. As a retail ISO, eVance
primarily gathers the documents and information that our partners (acquiring banks and acquiring processors) need to underwrite
merchants’ transactions and as a result receives only residual income as commission for merchants it places with our partners.
For more information regarding the electronic payment industry, see “Business — Description of our eVance
Business — Our Industry.”

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SecurePay

SecurePay is a payment gateway and virtual terminal
with proprietary business management tools that is in compliance with the Payment Card Industry (PCI).

SecurePay has been certified by Visa and MasterCard
(certified Level II and Level III) and finalized implementation of “3D Secure” in 2019 (a feature that is unique to what we
offer in order to provide for more secure environment for E-commerce and mobile payments in-store and online).

On June 15, 2023, the Company entered into a
Membership Interest Purchase Agreement with SDI Black 001, LLC (“Seller”) whereby the Company acquired from Seller
80.01% of the membership interests of Moola Cloud, LLC, a Florida limited liability company (f/k/a Cuentas SDI, LLC) (the
“LLC”). On May 20, 2024, the Company entered into a second Membership Interest Purchase Agreement with the minority
member of the LLC (the “Agreement”) whereby it acquired the remaining 19.99% of the membership interests of the LLC for
a purchase price of $215,500. As a result, effective May 20, 2024, the Company owns 100% of the LLC. On August 14, 2024, the LLC
changed its name to Moola Cloud, LLC. The Agreement contains a restrictive covenant whereby for a period of three (3) years from the
closing, none of Seller, including any of its principals, executives, officers, directors, managers, employees, salespersons, or
entities in which such principal has any interest, will directly or indirectly (i) induce, attempt to induce, interfere with,
disrupt or attempt to disrupt any past, present or prospective business relationship, solicit, market to, endeavor to obtain as a
customer, or contract with any merchant in order to provide services to such Merchant in competition with the Company; or (ii)
solicit or interfere with, disrupt or attempt to disrupt any past, present or prospective business relationship, contractual or
otherwise any person or entity that is a party to any contract assigned to the Company to terminate its contractual or business
relationship with the Company. The LLC enables the Company to focus on marketing to the underbanked communities utilizing the LLC’s debit
and calling card platform’s ability for users to reload cash to their account and provide instant access to digital products to
their customers’ Mobile App and digital wallet into its electronic portal. The Company markets to the LLC’s merchant network,
which currently has approximately 31,600 locations in the United States. The Company provides the ability of having one POS system that
will allow the retail customer to purchase products using OLB’s payment processing solutions along with the ability to reload payment
cards and their mobile phone minutes.

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CrowdPay

CrowdPay.us™ operates a white label capital
raising platform that targets small and midsized businesses seeking to raise capital and registered broker-dealers seeking to host capital
raising campaigns for such businesses by integrating the platform onto such company’s or broker-dealer’s website. Our CrowdPay
platform is tailored for companies seeking to raise money through a crowdfunding offering of between $1 million and $50 million pursuant
to Regulation CF under Title III of the Jumpstart Our Business Startups (the “JOBS Act”), offerings pursuant to Rule 506(b)
and Rule 506(c) under Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), and offerings pursuant
to Regulation A+ of the Securities Act. Our platform, which can be used for multiple offerings at once, provides companies and broker-dealers
with an easy-to-use, turnkey solution to support company offerings, allowing companies and broker-dealers to easily present online to
potential investors relevant marketing and offering materials and by aiding in the accreditation and background check processes to ensure
investors meets the applicable requirements under the rules and regulations of the Securities Exchange Commission (the “SEC”).
CrowdPay charges a fee to each company and broker-dealer for the use of its platform under a fee structure that is agreed to between CrowdPay
and the Company and/or broker-dealer prior to the initiation of the offering. CrowdPay also generates revenues by providing ancillary
services to the companies and broker-dealers utilizing our platform, including running background checks and providing anti-money laundering
and know-your-customer compliance. CrowdPay is not a registered funding portal or a registered broker-dealer.

Crowd Ignition is a web-based crowdfunding software
system. The software provides broker-dealer, merchant banks and law firms a platform to market crowdfunding offerings, collect payments
and issue securities. The software has been developed in response to, and to comply with, recent changes in investment regulations including
Regulation D 506(b) and 506(c), Regulation A+ and Title III of the Jobs Act (Regulation CF), including raising the crowdfunding limit
from $1.07 million to $5.0 million. Crowd Ignition is one of only about 50 companies registered with the SEC to provide the services permitted
under Regulation CF.

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OLBit and DMINT

On May 14, 2021, the Company formed OLBit, Inc.,
a wholly owned subsidiary (“OLBit”). The purpose of OLBit is to hold the Company’s assets and operate its business related
to its emerging money transmission and transactional business. OLBit was previously in the process of applying for money transmission
licenses in all 50 states. In June 2023, it was decided to delay the process of applying for such licenses in order to have a greater
focus of financial and management resources on the Company’s payment processing business and Bitcoin mining business.

On July 23, 2021, we formed our wholly owned
subsidiary, DMINT, Inc. (“DMINT”), to operate in the Bitcoin mining industry. DMINT initiated the first phase of its
Bitcoin mining operation by establishing data centers and ASIC-based Antminer S19J Pro mining computers specifically configured to
mine Bitcoin in Bradford, Pennsylvania. As of December 31, 2025, DMINT has 1,000 computers and had 400 computers online and mining
for Bitcoin. DMINT has a data center located in Selmer, Tennessee. In February 2023, DMINT redeployed its mining computers from its
Pennsylvania location and focus the mining efforts at the Selmer, Tennessee location because of the lower cost of operations in the
location.

On August 16, 2022, DMINT Real Estate Holdings,
Inc. (“DREH”), a wholly owned subsidiary of DMINT, purchased 4.73 acres of land and a building located at 565 Industrial Park
Drive, Selmer, McNairy County, Tennessee for a purchase price of $408,000. DMINT established a Bitcoin mining data center powered on the
local power grid. The location is expected to have capacity for up to 5,000 mining machines. The Company plans to complete the buildout
of the building to be fully operational with 5,000 machines in 2026 following a spin-off of DMINT into a standalone entity which is currently
in process.

As stated above, we are currently in the process
of spinning off DMINT into a stand-alone entity. Our planned DMINT spin-off distribution (the “Spin-Off Distribution”) will
occur upon DMINT’s Form S-1 Registration Statement filing being declared effective by the Securities and Exchange Commission, and
the approval by the Nasdaq Capital Market (“NASDAQ”) of the listing of DMINT’s common shares on the NASDAQ. Following
the consummation of the Spin-Off Distribution, of which there is no guarantee, (i) DMINT will no longer be a wholly owned subsidiary of
the Company and will be a stand-alone entity, (ii) all of DMINT’s outstanding shares of common stock will be owned by the existing
stockholders of the Company, and (iii) DMINT Real Estate Holdings, Inc. (“DREH”) will remain a wholly owned subsidiary of
DMINT.

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Synergies between the subsidiaries

The success of our business model is dependent
on the synergies between the business segments operated by our subsidiaries. We have created and developed products that we believe form
an ecosystem of e-commerce to provide a variety of clients, from online equity financing companies or merchants selling online or in
brick and mortar stores, with multiple product offerings and ancillary services from underwriting with the banks and merchant billing
from the cloud software. We expect that these synergies will create additional revenue by charging transaction fees on each service provided
to clients by our partnerships with Merchant Acquiring Banks and PCI Compliance.

We believe that our wholly-owned subsidiaries
combine to create an ecosystem where each subsidiary benefits the other. Starting with the services provided by eVance, we enable each
of our products and platforms to communicate with each other and create an ecosystem among our products and, potentially, third-party
products. These services are provided to our other subsidiaries.

The product environment created with a new registered
merchant or issuer enables all merchant information to be stored in a single, centralized location but utilized by all subsidiaries. For
example, merchant services utilizing eVance provide electronic payment processing services that can be utilized for payments on the Crowdfunding
platform. The platform is used by merchant services to allow mobile and online processing to merchants.

The Omni commerce platform is offered to all of
the merchant services clients. The offered Merchant Services products we provide enable all processing needs for the OmniCommerce system.
The gateway will allow merchants that are using the platform to accept online E-Commerce transactions.

Competitive Advantages

We believe that our platform of services provides
the following key advantages.

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Cost — we believe that we are the only content service provider that does not charge a setup fee.

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Flexibility — we believe our platform has the flexibility to provide customized solutions for partners.

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Pricing — we provide partners with a price comparison feature which they can utilize if they wish to set prices for products or run promotions.

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Payment processing — we can provide financial service companies with the ability to have their customers’ accounts directly debited for payment.

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We can assist existing “brick and mortar” businesses that have inventory and fulfilment capability but do not wish to create and maintain an e-commerce website and infrastructure to sell their products.

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We can provide a platform for early-stage companies looking for an effective and less costly way to raise capital.

Risks Associated with our Business

Our business and ability to execute our business
strategy are subject to a number of risks of which you should be aware before you decide to buy our securities. In particular, you should
consider the following risks, which are discussed more fully in the section entitled “Risk Factors” in this Annual Report
on Form 10-K:

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We operate in a regulatory environment that is evolving and uncertain and any changes to regulations could have a material impact on our business and financial condition;

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We rely on a combination of confidentiality clauses, assignment agreements and license agreements with employees and third parties, trade secrets, copyrights and trademarks to protect our intellectual property and competitive advantage, all of which offer only limited protection meaning that we may be unable to maintain and protect our intellectual property rights and proprietary information or prevent third-parties from making unauthorized use of our technology;

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Our growth may not be sustainable and depends on our ability to attract new merchants, retain existing merchants and increase sales to both new and existing merchants;

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While we believe that we have sufficient capital to continue operations
for a period of at least twelve months from the date of this Annual Report on Form 10-K, if there are unanticipated expenses, insufficient
cash from operations, we may require additional capital to continue our operations that may not be available or, if available, may not
be available on reasonable terms;

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We are substantially dependent on our eVance business for revenue. If we are unable to maintain our eVance business for any reason (including those described herein) or for no reason, it will have a material adverse effect on our company;

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Our ability to anticipate and respond to changing industry trends and the needs and preferences of our merchants and consumers may adversely affect our competitiveness or the demand for our products and services;

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The properties included in our mining network may experience damages;

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Regulatory changes or actions may alter the nature of an investment in us or restrict the use of cryptocurrencies in a manner that adversely affects our business, prospects or operations;

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Banks and financial institutions may not provide banking services, or may cut off services, to businesses that provide cryptocurrency-related services or that accept cryptocurrencies as payment, including financial institutions of investors in our securities;

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It may be illegal in the future, to acquire, own, hold, sell or use Bitcoin or other cryptocurrencies, participate in the blockchain or utilize similar digital assets in one or more countries, the ruling of which would adversely affect us.

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Acquisitions create certain risks and may adversely affect our business,
financial condition, results of operations and cash flows; and

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If we fail to improve and enhance the functionality, performance, reliability, design, security and scalability of our platform in a manner that responds to our merchants’ evolving needs, our business may be adversely affected.

Regulations

Various aspects of our service areas are subject
to U.S. federal, state, and local regulation. Certain of our services also are subject to rules promulgated by various card networks and
banking and other authorities as more fully described below.

The Dodd-Frank Act

In July 2010, the Dodd-Frank Act was signed into
law in the United States. The Dodd-Frank Act has resulted in significant structural and other changes to the regulation of the financial
services industry. Among other things, Title X of the Dodd-Frank Act established a new, independent regulatory agency known as the Consumer
Financial Protection Bureau (the “CFPB”) to regulate consumer financial products and services (including some offered by our
customers). The CFPB may also have authority over us as a provider of services to regulated financial institutions in connection with
consumer financial products. Separately, under the Dodd-Frank Act, debit interchange transaction fees that a card issuer receives and
are established by a payment card network for an electronic debit transaction are now regulated by the Federal Reserve and must be “reasonable
and proportional” to the cost incurred by the card issuer in authorizing, clearing, and settling the transaction. Effective October
1, 2011, the Federal Reserve capped debit interchange rates for card issuers operating in the United States with assets of $10 billion
or more at the sum of $0.21 per transaction and an ad valorem component of 5 basis points to reflect a portion of the issuer’s fraud
losses plus, for qualifying issuers, an additional $0.01 per transaction in debit interchange for fraud prevention costs. In addition,
the new regulations contain non-exclusivity provisions that ban debit card networks from prohibiting an issuer from contracting with any
other card network that may process an electronic debit transaction involving an issuer’s debit cards and prohibit card issuers
and card networks from inhibiting the ability of merchants to direct the routing of debit card transactions over any network that can
process the transaction. Beginning April 1, 2012, all debit card issuers in the United States were required to participate in at least
two unaffiliated debit card networks. On April 1, 2013, the ban on network exclusivity arrangements became effective for prepaid card
and healthcare debit card issuers, with certain exceptions for prepaid cards issued before that date.

Effective July 22, 2010, merchants were allowed
to set minimum dollar amounts (not to exceed $10) for the acceptance of a credit card (while federal governmental entities and institutions
of higher education may set maximum amounts for the acceptance of credit cards). They were also allowed to provide discounts or incentives
to entice consumers to pay with an alternative payment method, such as cash, checks or debit cards.

Association and network rules

We are subject to the rules of credit card associations
and other credit and debit networks. In order to provide processing services, a number of our subsidiaries are registered with Visa or
Mastercard as service providers for member institutions. Various subsidiaries of ours are also processor level members of numerous debit
and electronic benefits transaction networks or are otherwise subject to various network rules in connection with processing services
and other services we provide. As such, we are subject to applicable network rules. Card networks and their member financial institutions
regularly update and generally expand security expectations and requirements related to the security of cardholder data and environments.
We are also subject to network operating rules promulgated by the National Automated Clearing House Association relating to payment transactions
processed by us using the Automated Clearing House Network and to various state federal and foreign laws regarding such operations, including
laws pertaining to electronic benefits transactions.

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Privacy and information security regulations

We provide services that may be subject
to various state, federal, and foreign privacy laws and regulations, including, among others, the Financial Services Modernization Act
of 1999 (the “Gramm-Leach-Bliley Act”). These laws and their implementing regulations restrict certain collection, processing,
storage, use, and disclosure of personal information, require notice to individuals of privacy practices, and provide individuals with
certain rights to prevent use and disclosure of protected information. These laws also impose requirements for the safeguarding and proper
destruction of personal information through the issuance of data security standards or guidelines. Certain federal, state and foreign
laws and regulations impose similar privacy obligations and, in certain circumstances, obligations to notify affected individuals, state
officers or other governmental authorities, the media, and consumer reporting agencies, as well as businesses and governmental agencies,
of security breaches affecting personal information. In addition, there are state and foreign laws restricting the ability to collect
and utilize certain types of information such as Social Security and driver’s license numbers.

Unfair trade practice regulations

We and our clients are subject to various federal
and state laws prohibiting unfair or deceptive trade practices, such as Section 5 of the Federal Trade Commission Act. Various regulatory
agencies, including the Federal Trade Commission, the Consumer Financial Protection Bureau, and state attorneys general, have authority
to take action against parties that engage in unfair or deceptive trade practices or violate other laws, rules, and regulations, and to
the extent we are processing payments for a client that may be in violation of laws, rules, and regulations, we may be subject to enforcement
actions and incur losses and liabilities that may impact our business.

Anti-money laundering, anti-bribery, sanctions,
and counter-terrorist regulations

We are subject to anti-money laundering laws and
regulations, including certain sections of the USA PATRIOT Act of 2001. We are also subject to anti-corruption laws and regulations, including
the U.S. Foreign Corrupt Practices Act (the “FCPA”) and other laws, that prohibit the making or offering of improper payments
to foreign government officials and political figures and includes anti-bribery provisions enforced by the Department of Justice and accounting
provisions enforced by the SEC. The FCPA has a broad reach and requires maintenance of appropriate records and adequate internal controls
to prevent and detect possible FCPA violations. Many other jurisdictions where we conduct business also have similar anticorruption laws
and regulations. We have policies, procedures, systems, and controls designed to identify and address potentially impermissible transactions
under such laws and regulations.

We are also subject to certain economic and trade
sanctions programs that are administered by the Office of Foreign Assets Control (“OFAC”) which prohibit or restrict transactions
to or from or dealings with specified countries, their governments, and in certain circumstances, their nationals, and with individuals
and entities that are specially-designated nationals of those countries, narcotics traffickers, and terrorists or terrorist organizations.
Other group entities may be subject to additional local sanctions requirements in other relevant jurisdictions.

Securities Act

Since the JOBS Act was passed, Crowdfunding, Regulation
D offerings and Regulation A and A+ offerings rapidly became a familiar concept among investment firms, venture capitalists, real estate
developers and small to medium sized businesses as a way to facilitate and democratize financing. We believe it has created, and continues
to create, a profound shift in the world of investments. Below is a brief overview of the rules that permit the offer and sale of securities
through such platforms. This overview is in no way intended to be a comprehensive review of all the rules and regulations associated with
the above mentioned offerings and should not be relied upon by anyone.

Regulation D under the Securities Act is the most
common regulatory exemption used by small businesses to raise capital through equity financing. It exempts private placement offerings under
Rule 506(b) and 506(c) when sold to accredited investors, as defined under Rule 501 of Regulation D. Companies relying on the Rule 506
exemptions can raise an unlimited amount of money, so long as they comply with the rule’s requirements. Regulation A and Regulation A+
are more similar to a public offering, and require filing Form 1-A with the SEC. Regulation A and Regulation A+ offer two tiers of offerings;
the first tier is for offerings of up to $20 million within any 12 month period and the second tier is for offerings of up to $50 million,
within any 12 month period. Regulation CF allows a company to raise up to $1.07 million from non-accredited investors.

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Intellectual property

Our products and services utilize a combination
of proprietary software and hardware that we own and license from third parties. Over the last few years, we have developed a payment
gateway, merchant boarding system, E-commerce platform, recurring billings and a crowdfunding platform. We generally control access to
and use of our proprietary software and other confidential information through the use of internal and external controls, including entering
into non-disclosure and confidentiality agreements with both our employees and third parties. As of the date of this Annual Report on
Form 10-K, we have a patent pending on transferable QR codes on Omni Commerce devices.

Employees

As of December 31, 2025, we had 5 key employees
as part of our overall staff of 13 full-time employees. Our risk, compliance, underwriting, accounting and customer service functions
are primarily located in Georgia. In addition, we have operations in India where we retain 25 developers at any given time depending on
our requirements and scope of projects. None of our employees are represented by a labor union or covered by a collective bargaining agreement.
We consider our relationship with our employees to be good.

Corporate Information

We were incorporated in the State of Delaware
on November 18, 2004, for the purpose of merging with OLB.com, Inc., a New York corporation incorporated in 1993 (“OLB.com”).
The merger was done for the purpose of changing our state of incorporation from New York to Delaware. In April 2018, we completed an acquisition
of substantially all of the assets of Excel Corporation and its subsidiaries Payprotec Oregon, LLC, Excel Business Solutions, Inc. and
eVance Processing, Inc. (collectively, the “eVance Asset Acquisition”) (such assets are the foundation of our eVance business).
In connection with the eVance Asset Acquisition, in May 2018, we entered into share exchange agreements with CrowdPay and OmniSoft, affiliate
companies owned by our CEO, Ronny Yakov, and John Herzog, a stockholder of the Company, pursuant to which each of CrowdPay and OmniSoft
became wholly owned subsidiaries of the Company.

On April 26, 2024, the Company filed with the
State of Delaware a Certificate of Amendment to Certificate of Incorporation (the “Certificate of Amendment”) which became
effective on April 26, 2024, to effect a one-for-ten (1:10) reverse stock split (the “Reverse Stock Split”) of the shares
of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) The Reverse Stock Split was approved
by the Company’s stockholders at a special meeting on April 26, 2024.

As a result of the Reverse Stock Split, every
ten (10) shares of issued and outstanding Common Stock were automatically combined into one (1) issued and outstanding share of Common
Stock, without any change in the par value per share. No fractional shares were issued as a result of the Reverse Stock Split and any
fractional shares resulting from the reverse stock split were rounded down to the nearest number of whole shares so that we will issue
cash in lieu of any fractional shares that such stockholder would have received as a result of the Reverse Stock Split. Immediately following
the Reverse Stock Split, the number of shares of Common Stock outstanding was reduced from 18,103,462 shares to 1,810,346 shares. The
shares of Common Stock underlying the Company’s outstanding stock options and warrants were similarly adjusted along with corresponding
adjustments to their exercise prices. The number of authorized shares of Common Stock under the Certificate of Incorporation will remain
unchanged at 50,000,000 shares. Throughout this Form 10-K, each reference to a number of our issued
and outstanding common stock gives effect to the Reverse Stock Split, unless otherwise indicated.

Our Company’s headquarters is located at
1120 Avenue of the Americas, 4th Floor, New York, NY 10036. Our telephone number is (212) 278-0900.

Implications of Being an Emerging Growth Company

We qualify as an “emerging growth company”
as defined under the Securities Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements
that are otherwise applicable to public companies. These provisions include, but are not limited to:

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not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (or the Sarbanes-Oxley Act);

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reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; and

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exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

In addition, an emerging growth company can take
advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth
company to delay the adoption of some accounting standards until those standards would otherwise apply to private companies. We have elected
to avail ourselves of this extended transition period. We will remain an emerging growth company until the earliest to occur of: (i) our
reporting $1.07 billion or more in annual gross revenues; (ii) the end of fiscal year 2025; (iii) our issuance, in a three-year period,
of more than $1 billion in non-convertible debt; and (iv) the end of the fiscal year in which the market value of our common stock held
by non-affiliates exceeded $700 million on the last business day of our second fiscal quarter.