Pure Play on the
U.S. Election Industry

The following risk factors, among others described more fully in the Offering Circular, should be considered carefully before investing in our common stock:

1. Our Common Stock is not currently listed on any national stock exchange or other trading market, and we cannot be certain that a liquid trading market for our Common Stock will develop.
2. Our plan to list our Common Stock on Nasdaq may never be realized or may progress slower than we expect, resulting in a significant delay between your investment and the creation of a liquid trading market or the inability to sell or dispose of our Common Stock.
3. Following listing, we anticipate that the Company will be a “controlled company” within the meaning of Nasdaq rules and will qualify for exemptions from certain corporate governance requirements. As a result, stockholders may not have the same protections afforded to stockholders of companies that are not exempt from such corporate governance requirements.
4. A limited public trading market may cause volatility in the price of our Common Stock.
5. Sales of substantial amounts of our Common Stock by our officers, directors, or principal stockholders, or in connection with the resale of recently-issued shares, could adversely affect the trading price of our Common Stock.
6. We have not paid cash dividends in the past and do not expect to pay dividends in the future. Any return on investment may be limited to the value of our Common Stock, which may decrease in value.
7. Our issuance of shares of preferred stock could adversely affect the market value of our Common Stock, dilute the voting power of our stockholders and delay or prevent a change of control.
8. Our corporate governance measures, which will be effective upon a public listing, may not take effect if a public listing is not achieved, and the concentration of our voting stock will limit your ability to influence corporate matters.
9. The voting power of our stock is concentrated with our officers and directors, which will limit an investor’s ability to influence the outcome of important transactions, including a change of control.
10. We are voluntarily registering our Common Stock under the Exchange Act and have not conducted an underwritten initial public offering, which may limit market interest, analyst coverage and trading liquidity for our Common Stock if and when it commences trading.
11. We are transitioning from Regulation A reporting and will be required to publicly report on an ongoing basis under the reporting rules set forth in the Exchange Act.
12. Our management team has limited experience managing a public company.
13. Members of our management team have interests in other business ventures that may divert their attention from our business and may from time to time be the subject of negative media coverage or public actions that could have a material adverse effect on the reputation of our management team or business.
14. The elimination of monetary liability against our directors, officers, and employees under Nevada law and the existence of indemnification rights for our obligations to our directors, officers, and employees may result in substantial expenditures by us and may discourage lawsuits against our directors, officers, and employees.
15. Anti-takeover effects of certain provisions of Nevada state law could hinder a potential takeover of us.
16. Our bylaws contain an exclusive forum provision, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or agents.
17. We are an “emerging growth company” and our compliance with the reduced reporting and disclosure requirements applicable to “emerging growth companies” may make our Common Stock less attractive to investors.
18. Our financial statements have been prepared on a going concern basis, and substantial doubt exists about our ability to continue as a going concern.
19. Certain of our indebtedness is secured by substantially all of our assets and any event of default could limit our operational flexibility and otherwise adversely affect our financial condition.
20. Our ability to grow and compete in the future will be adversely affected if adequate capital is not available to us or not available on terms favorable to us.
21. The market for programmatic buying for political advertising campaigns is dynamic and evolving. If this market develops more slowly or differently than expected, our business, operating results and financial condition may be adversely affected.
22. We have historically relied on a limited number of clients for a substantial portion of our revenue, and the loss of these clients could harm our business.
23. As our costs increase, we may not be able to generate sufficient revenue to sustain our past profitability.
24. Our success and revenue growth is dependent on our marketing efforts, ability to maintain our brand, adding new clients, and increasing usage of our platform and services by our customers.
25. Our business depends, in part, on the success of our strategic relationships to attract potential clients for our services, and our ability to grow our business depends on our ability to continue these relationships.
26. We may be unsuccessful in launching or marketing new products or services, or we may be unable to successfully integrate new offerings into our existing platform, which would result in significant expense and may not achieve desired results.
27. Our business is heavily tied to the United States electoral calendar. Political campaign spending tends to increase near certain milestone dates, which we expect to create fluctuations in our operating results on a quarter-to-quarter and year-to-year basis.
28. We expect to experience a high rate of client churn on a period-to-period basis.
29. Changes in campaign finance laws or patterns of political spending could adversely affect our business.
30. Partisan redistricting could reduce the number of competitive elections in the United States, which would reduce demand for our products and services.
31. Our business model is dependent on the regularity and public acceptance of elections throughout the United States.
32. Our non-partisan business model may be difficult to maintain and could adversely affect client relationships and growth.
33. Our association with clients who become involved in public scandals or controversies could damage our reputation and brand, regardless of our non-partisan stance.
34. We could be subject to legal and regulatory liability if clients misuse our platform.
35. The market in which we participate is intensely competitive and fragmented, and we may not be able to compete successfully with our current or future competitors.
36. The emergence of event-based prediction markets related to election outcomes could alter campaign strategies or spending on elections in unpredictable ways, which may affect demand for our services.
37. Our future success depends on the continuing efforts of our key employees and our ability to attract, hire, retain and motivate highly skilled employees with experience in political campaigning and technology in the future.
38. Failure to manage our growth effectively could cause our business to suffer and have an adverse effect on our business, operating results and financial condition.
39. We identified material weaknesses in our internal control over financial reporting and may identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal control, which may result in material misstatements of our financial statements or cause us to fail to meet our periodic reporting obligations.
40. Expenses or liabilities resulting from litigation could materially adversely affect our results of operations and financial condition.
41. Future acquisitions, strategic investments or alliances could disrupt our business and harm our business, operating results and financial condition.
42. Unfavorable publicity and negative public perception about our industry, as well as perceived failure to comply with laws and industry self-regulation, could adversely affect our business and operating results.
43. Historically, a small number of suppliers have accounted for a substantial portion of our cost of revenues, and any disruption in our supplier relationships could materially adversely affect our business.
44. We have a substantial non-cancelable minimum commitment for GOTV Intel, a new offering that has not yet generated material revenue and depends on a single third-party provider.
45. GOTV Intel reports contain compiled information and AI-generated analysis about individuals, which exposes us to potential claims by the subjects of reports and to evolving privacy and data-protection regulation.
46. If our access to third-party service providers is diminished, the effectiveness or reliability of our platform and services will decrease, which could harm our operating results and financial condition.
47. Our failure to meet content standards and provide services that our clients trust could harm our brand and reputation and negatively impact our business, operating results and financial condition.
48. We face potential liability and harm to our business based on the human factor of inputting information into our platform.
49. Our market growth expectations may prove to be inaccurate and, even if the market in which we compete continues to grow, we cannot assure you that our business will grow at similar rates, if at all.
50. Natural disasters and other events beyond our control could materially adversely affect us.
51. Our failure to adequately protect our intellectual property rights could diminish the value of our products, weaken our competitive position and reduce our revenue, and infringement claims asserted against us or by us, could have a material adverse effect.
52. A disruption to our information technology systems could adversely affect our business and reputation.
53. Cyberattacks, cyber fraud, and unauthorized data access could harm us or our clients and result in liability, and could adversely affect our business and results of operations.
54. We are dependent on the continued availability of third-party hosting and transmission services. Operational issues with, or changes to the costs of, our third-party data center providers could harm our business, reputation or results of operations.
55. If the non-proprietary technology, software, products and services that we use are unavailable, have future contractual terms we cannot agree to, or do not perform as we expect, our business, operating results and financial condition could be harmed.
56. We may not be able to find suitable software developers at an acceptable cost or at all.
57. Changes in legislative, judicial, regulatory, or cultural environments relating to information collection, use and processing may limit our ability to collect, use and process data. Such developments could cause revenue to decline, increase the cost of data, reduce the availability of data and adversely affect the demand for our products and services.
58. We are subject to regulation with respect to political campaign activities, which lacks clarity and uniformity.
59. Our ability to verify the funding sources of our clients is structurally limited, and we may inadvertently provide services to clients funded by foreign nationals, sanctioned persons, or other prohibited sources.
60. Our business is dependent on text messaging and voice communication channels, and our access to these channels could be limited by regulatory or industry actions, including from mobile network operators or designers of mobile operating systems.
61. Individuals may claim our calling or text messaging services are subject to, and are not compliant with, the Telephone Consumer Protection Act or similar state laws.
62. Artificial intelligence (“AI”) presents risks and challenges that can impact our business, including by posing security risks to our confidential information, proprietary information and personal data.
63. We are subject to a complex and evolving body of state and federal laws regulating AI-generated content in political communications, the application of which to our services and our clients’ communications is uncertain.
64. Our Board of Directors has authorized a bitcoin accumulation strategy that we may or may not implement, and any future implementation of the strategy would expose us to the price volatility, regulatory uncertainty, and operational complexity associated with holding digital assets.
65. Bitcoin and other digital assets are novel assets, and are subject to significant legal, commercial, regulatory and technical uncertainty.