http://fasb.org/srt/2026#ChiefExecutiveOfficerMember 1 1 http://fasb.org/srt/2026#ChiefExecutiveOfficerMember 0002075109 false 0002075109 us-gaap:SubsequentEventMember ck0002075109:MrTompkinsMember ck0002075109:LosAltosVenturesCorpMember 2026-02-20 2026-02-20 0002075109 ck0002075109:LosAltosVenturesCorpMember 2025-01-01 2025-12-31 0002075109 ck0002075109:LosAltosVenturesCorpMember 2025-12-31 0002075109 ck0002075109:LosAltosVenturesCorpMember 2025-06-02 2025-12-31 0002075109 ck0002075109:LosAltosVenturesCorpMember 2026-01-01 2026-03-31 0002075109 ck0002075109:LosAltosVenturesCorpMember 2025-06-02 2025-06-02 0002075109 ck0002075109:IanJacobsMember ck0002075109:LosAltosVenturesCorpMember 2025-06-02 2025-06-02 0002075109 us-gaap:CommonStockMember ck0002075109:MarkTompkinsMember ck0002075109:LosAltosVenturesCorpMember 2025-06-02 2025-06-02 0002075109 2025-06-02 2025-12-31 0002075109 us-gaap:CommonStockMember 2025-06-02 2025-12-31 0002075109 us-gaap:RetainedEarningsMember ck0002075109:LosAltosVenturesCorpMember 2025-12-31 0002075109 us-gaap:CommonStockMember ck0002075109:LosAltosVenturesCorpMember 2025-12-31 0002075109 us-gaap:RetainedEarningsMember ck0002075109:LosAltosVenturesCorpMember 2025-06-02 2025-12-31 0002075109 us-gaap:CommonStockMember ck0002075109:LosAltosVenturesCorpMember 2025-06-02 2025-12-31 0002075109 2025-12-31 0002075109 us-gaap:SubsequentEventMember ck0002075109:MrTompkinsMember ck0002075109:LosAltosVenturesCorpMember 2026-04-29 2026-04-29 0002075109 ck0002075109:LosAltosVenturesCorpMember 2026-03-31 0002075109 us-gaap:CommonStockMember ck0002075109:LosAltosVenturesCorpMember 2026-01-01 2026-03-31 0002075109 us-gaap:RetainedEarningsMember ck0002075109:LosAltosVenturesCorpMember 2026-03-31 0002075109 us-gaap:CommonStockMember ck0002075109:LosAltosVenturesCorpMember 2026-03-31 0002075109 us-gaap:RetainedEarningsMember ck0002075109:LosAltosVenturesCorpMember 2026-01-01 2026-03-31 0002075109 us-gaap:SubsequentEventMember ck0002075109:SecuredConvertiblePromissoryNotesMember 2026-03-03 2026-03-03 0002075109 us-gaap:SubsequentEventMember ck0002075109:SecuredConvertiblePromissoryNotesMember 2026-03-03 0002075109 us-gaap:SubsequentEventMember us-gaap:RelatedPartyMember 2026-05-12 0002075109 us-gaap:SubsequentEventMember us-gaap:RelatedPartyMember 2026-05-12 2026-05-12 0002075109 us-gaap:SubsequentEventMember us-gaap:SeriesBPreferredStockMember 2026-05-12 2026-05-12 0002075109 us-gaap:SubsequentEventMember us-gaap:NonvotingCommonStockMember 2026-05-12 2026-05-12 0002075109 us-gaap:SubsequentEventMember us-gaap:ConvertiblePreferredStockMember 2026-05-12 2026-05-12 0002075109 2024-10-01 2025-09-30 0002075109 ck0002075109:July2023NPAMember ck0002075109:MatternetIncMember 2024-10-01 2025-09-30 0002075109 ck0002075109:January2025NPAMember ck0002075109:MatternetIncMember 2024-10-01 2025-09-30 0002075109 srt:MaximumMember 2024-10-01 2025-09-30 0002075109 srt:MinimumMember 2024-10-01 2025-09-30 0002075109 2025-09-30 0002075109 2024-09-30 0002075109 2023-10-01 2024-09-30 0002075109 2023-09-30 0002075109 2024-10-01 0002075109 ck0002075109:FederalStatutoryIncomeTaxMember 2023-10-01 2024-09-30 0002075109 ck0002075109:FederalStatutoryIncomeTaxMember 2024-10-01 2025-09-30 0002075109 us-gaap:WarrantMember 2025-09-30 0002075109 us-gaap:WarrantMember 2025-09-02 0002075109 2025-09-02 0002075109 us-gaap:WarrantMember 2024-10-01 2025-09-30 0002075109 us-gaap:NonvotingCommonStockMember 2025-09-30 0002075109 2025-09-30 2025-09-30 0002075109 us-gaap:CommonStockMember 2045-09-30 0002075109 us-gaap:CommonStockMember 2025-09-30 0002075109 us-gaap:PreferredStockMember 2025-09-30 0002075109 us-gaap:PreferredStockMember 2024-10-01 2025-09-30 0002075109 ck0002075109:SeriesB5Member us-gaap:PreferredStockMember 2025-09-30 0002075109 ck0002075109:SeriesB5Member us-gaap:PreferredStockMember 2024-10-01 2025-09-30 0002075109 ck0002075109:SeriesB4Member us-gaap:PreferredStockMember 2025-09-30 0002075109 ck0002075109:SeriesB4Member us-gaap:PreferredStockMember 2024-10-01 2025-09-30 0002075109 ck0002075109:SeriesB3PreferredStockMember us-gaap:PreferredStockMember 2025-09-30 0002075109 ck0002075109:SeriesB3PreferredStockMember us-gaap:PreferredStockMember 2024-10-01 2025-09-30 0002075109 ck0002075109:SeriesB2Member us-gaap:PreferredStockMember 2025-09-30 0002075109 ck0002075109:SeriesB2Member us-gaap:PreferredStockMember 2024-10-01 2025-09-30 0002075109 ck0002075109:SeriesB1Member us-gaap:PreferredStockMember 2025-09-30 0002075109 ck0002075109:SeriesB1Member us-gaap:PreferredStockMember 2024-10-01 2025-09-30 0002075109 ck0002075109:SeriesA2Member us-gaap:PreferredStockMember 2025-09-30 0002075109 ck0002075109:SeriesA2Member us-gaap:PreferredStockMember 2024-10-01 2025-09-30 0002075109 us-gaap:SeriesAPreferredStockMember us-gaap:PreferredStockMember 2025-09-30 0002075109 us-gaap:SeriesAPreferredStockMember us-gaap:PreferredStockMember 2024-10-01 2025-09-30 0002075109 ck0002075109:SeriesSeedMember us-gaap:PreferredStockMember 2025-09-30 0002075109 ck0002075109:SeriesSeedMember us-gaap:PreferredStockMember 2024-10-01 2025-09-30 0002075109 2025-01-01 2025-12-31 0002075109 ck0002075109:ConvertiblePreferredSharesMember ck0002075109:SeriesB2Member 2024-10-01 2025-09-30 0002075109 ck0002075109:SeriesB3PreferredStockMember srt:DirectorMember 2025-09-02 2025-09-02 0002075109 ck0002075109:SeriesB5PreferredStockMember ck0002075109:TwoThousandAndTwentyFourConvertibleNotesMember 2025-09-02 2025-09-02 0002075109 ck0002075109:SeriesB4PreferredStockMember ck0002075109:TwoThousandAndTwentyThreeConvertibleNotesMember 2025-09-02 2025-09-02 0002075109 ck0002075109:SeriesB3PreferredStockMember 2025-09-02 2025-09-02 0002075109 srt:MaximumMember 2023-10-01 2024-09-30 0002075109 srt:MinimumMember 2023-10-01 2024-09-30 0002075109 us-gaap:RestrictedStockMember 2024-10-01 2025-09-30 0002075109 us-gaap:RestrictedStockMember 2025-09-30 0002075109 us-gaap:RestrictedStockMember 2024-09-30 0002075109 us-gaap:RestrictedStockMember 2023-10-01 2024-09-30 0002075109 us-gaap:RestrictedStockMember 2023-09-30 0002075109 ck0002075109:GeneralAndAdministrativeMember 2023-10-01 2024-09-30 0002075109 ck0002075109:GeneralAndAdministrativeMember 2024-10-01 2025-09-30 0002075109 ck0002075109:ResearchAndDevelopmentMember 2023-10-01 2024-09-30 0002075109 ck0002075109:ResearchAndDevelopmentMember 2024-10-01 2025-09-30 0002075109 ck0002075109:TwoThousandElevenEquityIncentivePlanMember 2024-10-01 2025-09-30 0002075109 ck0002075109:TwoThousandElevenEquityIncentivePlanMember 2025-09-30 0002075109 ck0002075109:June2024NPAMember 2025-01-01 2025-12-31 0002075109 ck0002075109:June2024NPAMember 2025-09-30 0002075109 ck0002075109:June2024NPAMember 2024-10-01 2025-09-30 0002075109 ck0002075109:July2023NPAMember 2025-01-01 2025-12-31 0002075109 ck0002075109:July2023NPAMember 2025-09-30 0002075109 ck0002075109:July2023NPAMember 2025-09-30 2025-09-30 0002075109 ck0002075109:January2025NPAMember 2025-01-03 2025-01-03 0002075109 ck0002075109:January2025NPAMember 2025-01-03 0002075109 ck0002075109:July2024NPAMember 2025-07-18 2025-07-18 0002075109 ck0002075109:July2024NPAMember 2025-07-18 0002075109 ck0002075109:ConversionWarrantsMember ck0002075109:July2023NPAMember 2023-07-31 0002075109 ck0002075109:ChangeOfControlWarrantsMember ck0002075109:July2023NPAMember 2025-09-30 2025-09-30 0002075109 ck0002075109:ChangeOfControlWarrantsMember ck0002075109:July2023NPAMember 2025-09-30 0002075109 ck0002075109:NonConvertiblePromissoryNotesMember 2023-10-01 2024-09-30 0002075109 ck0002075109:NonConvertiblePromissoryNotesMember 2024-10-01 2025-09-30 0002075109 ck0002075109:NonConvertiblePromissoryNotesMember 2025-12-31 0002075109 ck0002075109:NonConvertiblePromissoryNotesMember 2025-09-30 0002075109 ck0002075109:NonConvertiblePromissoryNotesMember 2025-08-08 2025-08-08 0002075109 ck0002075109:NonConvertiblePromissoryNotesMember 2025-08-08 0002075109 ck0002075109:NonConvertiblePromissoryNotesMember 2025-01-03 2025-01-03 0002075109 ck0002075109:NonConvertiblePromissoryNotesMember 2025-01-03 0002075109 ck0002075109:NonConvertiblePromissoryNotesMember 2025-08-01 2025-08-31 0002075109 us-gaap:ConvertibleDebtMember 2024-09-30 0002075109 ck0002075109:TwoThousandTwentyFourNotesMember us-gaap:ConvertibleDebtMember 2024-09-30 0002075109 ck0002075109:TwoThousandTwentyThreeNotesMember us-gaap:ConvertibleDebtMember 2024-09-30 0002075109 ck0002075109:TwoThousandTwentyFourConvertibleNotesMember 2025-09-02 0002075109 ck0002075109:SeriesB4PreferredStockMember ck0002075109:TwoThousandTwentyFourConvertibleNotesMember 2025-09-02 2025-09-02 0002075109 ck0002075109:TwoThousandTwentyFourConvertibleNotesMember 2025-09-02 2025-09-02 0002075109 ck0002075109:TwoThousandTwentyFourConvertibleNotesMember 2024-10-01 2025-09-30 0002075109 ck0002075109:TwoThousandTwentyFourConvertibleNotesMember 2025-01-01 2025-12-31 0002075109 ck0002075109:TwoThousandTwentyFourConvertibleNotesMember 2025-07-18 2025-07-18 0002075109 ck0002075109:TwoThousandTwentyFourConvertibleNotesMember 2025-07-18 0002075109 srt:MinimumMember ck0002075109:TwoThousandTwentyFourConvertibleNotesMember 2025-07-18 2025-07-18 0002075109 srt:MaximumMember ck0002075109:TwoThousandTwentyFourConvertibleNotesMember 2025-07-18 2025-07-18 0002075109 ck0002075109:TwoThousandTwentyFourConvertibleNotesMember 2024-06-14 2024-06-14 0002075109 ck0002075109:TwoThousandTwentyFourConvertibleNotesMember 2024-06-14 0002075109 ck0002075109:TwoThousandTwentyFourConvertibleNotesMember 2024-10-01 2024-10-31 0002075109 ck0002075109:TwoThousandTwentyFourConvertibleNotesMember 2023-10-01 2024-09-30 0002075109 ck0002075109:TwoThousandTwentyThreeConvertibleNotesMember 2025-12-31 0002075109 ck0002075109:TwoThousandTwentyThreeConvertibleNotesMember ck0002075109:SeriesB4PreferredStockMember 2025-09-02 2025-09-02 0002075109 ck0002075109:TwoThousandTwentyThreeConvertibleNotesMember 2025-09-02 2025-09-02 0002075109 ck0002075109:TwoThousandTwentyThreeConvertibleNotesMember srt:MinimumMember 2024-10-01 2025-09-30 0002075109 ck0002075109:TwoThousandTwentyThreeConvertibleNotesMember srt:MaximumMember 2024-10-01 2025-09-30 0002075109 ck0002075109:TwoThousandTwentyThreeConvertibleNotesMember srt:MaximumMember 2025-07-28 2025-07-28 0002075109 ck0002075109:TwoThousandTwentyThreeConvertibleNotesMember srt:MinimumMember 2025-07-28 2025-07-28 0002075109 ck0002075109:TwoThousandTwentyThreeConvertibleNotesMember srt:MinimumMember 2025-07-18 2025-07-18 0002075109 ck0002075109:TwoThousandTwentyThreeConvertibleNotesMember srt:MaximumMember 2025-07-18 2025-07-18 0002075109 us-gaap:CommonStockMember 2025-09-30 0002075109 ck0002075109:TwoThousandTwentyThreeConvertibleNotesMember 2024-10-01 2025-09-30 0002075109 ck0002075109:TwoThousandTwentyThreeConvertibleNotesMember 2023-07-31 2023-07-31 0002075109 ck0002075109:TwoThousandTwentyThreeConvertibleNotesMember 2023-07-31 0002075109 srt:ScenarioPreviouslyReportedMember 2024-09-30 0002075109 srt:ScenarioPreviouslyReportedMember 2025-09-30 0002075109 us-gaap:LeaseholdImprovementsMember srt:ScenarioPreviouslyReportedMember 2024-09-30 0002075109 us-gaap:LeaseholdImprovementsMember srt:ScenarioPreviouslyReportedMember 2025-09-30 0002075109 ck0002075109:DroneAndLandingPadsMember srt:ScenarioPreviouslyReportedMember 2024-09-30 0002075109 ck0002075109:DroneAndLandingPadsMember srt:ScenarioPreviouslyReportedMember 2025-09-30 0002075109 ck0002075109:EquipmentAndMachineryMember srt:ScenarioPreviouslyReportedMember 2024-09-30 0002075109 ck0002075109:EquipmentAndMachineryMember srt:ScenarioPreviouslyReportedMember 2025-09-30 0002075109 ck0002075109:ConstructionInProcessMember srt:ScenarioPreviouslyReportedMember 2024-09-30 0002075109 ck0002075109:ConstructionInProcessMember srt:ScenarioPreviouslyReportedMember 2025-09-30 0002075109 ck0002075109:SoftwareMember srt:ScenarioPreviouslyReportedMember 2024-09-30 0002075109 ck0002075109:SoftwareMember srt:ScenarioPreviouslyReportedMember 2025-09-30 0002075109 us-gaap:FurnitureAndFixturesMember srt:ScenarioPreviouslyReportedMember 2024-09-30 0002075109 us-gaap:FurnitureAndFixturesMember srt:ScenarioPreviouslyReportedMember 2025-09-30 0002075109 us-gaap:ComputerEquipmentMember srt:ScenarioPreviouslyReportedMember 2024-09-30 0002075109 us-gaap:ComputerEquipmentMember srt:ScenarioPreviouslyReportedMember 2025-09-30 0002075109 us-gaap:FairValueInputsLevel3Member 2025-09-30 0002075109 ck0002075109:WarrantLiabilitiesMember us-gaap:FairValueInputsLevel3Member 2025-09-30 0002075109 us-gaap:FairValueInputsLevel3Member 2024-10-01 2025-09-30 0002075109 us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember us-gaap:FairValueInputsLevel3Member 2024-10-01 2025-09-30 0002075109 ck0002075109:WarrantLiabilitiesMember us-gaap:FairValueInputsLevel3Member 2024-10-01 2025-09-30 0002075109 us-gaap:FairValueInputsLevel3Member 2024-09-30 0002075109 us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember us-gaap:FairValueInputsLevel3Member 2024-09-30 0002075109 ck0002075109:WarrantLiabilitiesMember us-gaap:FairValueInputsLevel3Member 2024-09-30 0002075109 us-gaap:FairValueInputsLevel3Member 2023-10-01 2024-09-30 0002075109 us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember us-gaap:FairValueInputsLevel3Member 2023-10-01 2024-09-30 0002075109 ck0002075109:WarrantLiabilitiesMember us-gaap:FairValueInputsLevel3Member 2023-10-01 2024-09-30 0002075109 us-gaap:FairValueInputsLevel3Member 2023-09-30 0002075109 us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember us-gaap:FairValueInputsLevel3Member 2023-09-30 0002075109 ck0002075109:WarrantLiabilitiesMember us-gaap:FairValueInputsLevel3Member 2023-09-30 0002075109 ck0002075109:QualifiedFinancingPriceMember ck0002075109:EmbeddedDerivativeLiabilitiesConvertibleNotesMember 2024-09-30 0002075109 ck0002075109:QualifiedFinancingPriceMember srt:MaximumMember ck0002075109:EmbeddedDerivativeLiabilitiesConvertibleNotesMember 2025-09-30 0002075109 ck0002075109:QualifiedFinancingPriceMember srt:MinimumMember ck0002075109:EmbeddedDerivativeLiabilitiesConvertibleNotesMember 2025-09-30 0002075109 ck0002075109:ExpectedTermToConversionAndMaturityMember srt:MaximumMember ck0002075109:EmbeddedDerivativeLiabilitiesConvertibleNotesMember 2024-09-30 0002075109 ck0002075109:ExpectedTermToConversionAndMaturityMember srt:MinimumMember ck0002075109:EmbeddedDerivativeLiabilitiesConvertibleNotesMember 2024-09-30 0002075109 ck0002075109:ExpectedTermToConversionAndMaturityMember srt:MaximumMember ck0002075109:EmbeddedDerivativeLiabilitiesConvertibleNotesMember 2025-09-30 0002075109 ck0002075109:ExpectedTermToConversionAndMaturityMember srt:MinimumMember ck0002075109:EmbeddedDerivativeLiabilitiesConvertibleNotesMember 2025-09-30 0002075109 ck0002075109:ProbabilityOfQualifyingFinancingEventMember ck0002075109:EmbeddedDerivativeLiabilitiesConvertibleNotesMember 2024-09-30 0002075109 ck0002075109:ProbabilityOfQualifyingFinancingEventMember srt:MaximumMember ck0002075109:EmbeddedDerivativeLiabilitiesConvertibleNotesMember 2025-09-30 0002075109 ck0002075109:ProbabilityOfQualifyingFinancingEventMember srt:MinimumMember ck0002075109:EmbeddedDerivativeLiabilitiesConvertibleNotesMember 2025-09-30 0002075109 ck0002075109:CreditAdjustedDiscountRateMember ck0002075109:EmbeddedDerivativeLiabilitiesConvertibleNotesMember 2024-09-30 0002075109 ck0002075109:CreditAdjustedDiscountRateMember ck0002075109:EmbeddedDerivativeLiabilitiesConvertibleNotesMember 2025-09-30 0002075109 ck0002075109:CommonStockFairValuePerShareMember ck0002075109:FinancingWarrantsMember us-gaap:FairValueInputsLevel3Member srt:MaximumMember 2025-09-30 0002075109 ck0002075109:CommonStockFairValuePerShareMember ck0002075109:FinancingWarrantsMember us-gaap:FairValueInputsLevel3Member srt:MinimumMember 2025-09-30 0002075109 ck0002075109:ExercisePriceOfWarrantMember ck0002075109:FinancingWarrantsMember us-gaap:FairValueInputsLevel3Member 2025-09-30 0002075109 ck0002075109:ProbabilityOfQualifyingFinancingEventMember ck0002075109:FinancingWarrantsMember us-gaap:FairValueInputsLevel3Member srt:MaximumMember 2025-09-30 0002075109 ck0002075109:ProbabilityOfQualifyingFinancingEventMember ck0002075109:FinancingWarrantsMember us-gaap:FairValueInputsLevel3Member srt:MinimumMember 2025-09-30 0002075109 us-gaap:MeasurementInputPriceVolatilityMember ck0002075109:FinancingWarrantsMember us-gaap:FairValueInputsLevel3Member srt:MaximumMember 2025-09-30 0002075109 us-gaap:MeasurementInputPriceVolatilityMember ck0002075109:FinancingWarrantsMember us-gaap:FairValueInputsLevel3Member srt:MinimumMember 2025-09-30 0002075109 us-gaap:MeasurementInputExpectedTermMember ck0002075109:FinancingWarrantsMember us-gaap:FairValueInputsLevel3Member 2025-09-30 0002075109 us-gaap:MeasurementInputRiskFreeInterestRateMember ck0002075109:FinancingWarrantsMember us-gaap:FairValueInputsLevel3Member srt:MaximumMember 2025-09-30 0002075109 us-gaap:MeasurementInputRiskFreeInterestRateMember ck0002075109:FinancingWarrantsMember us-gaap:FairValueInputsLevel3Member srt:MinimumMember 2025-09-30 0002075109 ck0002075109:CommonStockFairValuePerShareMember ck0002075109:ConversionWarrantsMember us-gaap:FairValueInputsLevel3Member 2024-09-30 0002075109 ck0002075109:CommonStockFairValuePerShareMember ck0002075109:ConversionWarrantsMember us-gaap:FairValueInputsLevel3Member 2025-09-30 0002075109 ck0002075109:ExercisePriceOfWarrantMember ck0002075109:ConversionWarrantsMember us-gaap:FairValueInputsLevel3Member 2024-09-30 0002075109 ck0002075109:ExercisePriceOfWarrantMember ck0002075109:ConversionWarrantsMember us-gaap:FairValueInputsLevel3Member 2025-09-30 0002075109 ck0002075109:ProbabilityOfQualifyingFinancingEventMember ck0002075109:ConversionWarrantsMember us-gaap:FairValueInputsLevel3Member 2024-09-30 0002075109 ck0002075109:ProbabilityOfQualifyingFinancingEventMember ck0002075109:ConversionWarrantsMember us-gaap:FairValueInputsLevel3Member srt:MaximumMember 2025-09-30 0002075109 ck0002075109:ProbabilityOfQualifyingFinancingEventMember ck0002075109:ConversionWarrantsMember us-gaap:FairValueInputsLevel3Member srt:MinimumMember 2025-09-30 0002075109 us-gaap:MeasurementInputExpectedTermMember ck0002075109:ConversionWarrantsMember us-gaap:FairValueInputsLevel3Member 2024-09-30 0002075109 us-gaap:MeasurementInputExpectedTermMember ck0002075109:ConversionWarrantsMember us-gaap:FairValueInputsLevel3Member 2025-09-30 0002075109 us-gaap:MeasurementInputPriceVolatilityMember ck0002075109:ConversionWarrantsMember us-gaap:FairValueInputsLevel3Member 2024-09-30 0002075109 us-gaap:MeasurementInputPriceVolatilityMember ck0002075109:ConversionWarrantsMember us-gaap:FairValueInputsLevel3Member 2025-09-30 0002075109 us-gaap:MeasurementInputRiskFreeInterestRateMember ck0002075109:ConversionWarrantsMember us-gaap:FairValueInputsLevel3Member 2024-09-30 0002075109 us-gaap:MeasurementInputRiskFreeInterestRateMember ck0002075109:ConversionWarrantsMember us-gaap:FairValueInputsLevel3Member srt:MaximumMember 2025-09-30 0002075109 us-gaap:MeasurementInputRiskFreeInterestRateMember ck0002075109:ConversionWarrantsMember us-gaap:FairValueInputsLevel3Member srt:MinimumMember 2025-09-30 0002075109 ck0002075109:CommonStockFairValuePerShareMember ck0002075109:ChangeOfControlWarrantsMember us-gaap:FairValueInputsLevel3Member 2024-09-30 0002075109 ck0002075109:ExercisePriceOfWarrantMember ck0002075109:ChangeOfControlWarrantsMember us-gaap:FairValueInputsLevel3Member 2024-09-30 0002075109 us-gaap:MeasurementInputExpectedTermMember ck0002075109:ChangeOfControlWarrantsMember us-gaap:FairValueInputsLevel3Member 2024-09-30 0002075109 us-gaap:MeasurementInputPriceVolatilityMember ck0002075109:ChangeOfControlWarrantsMember us-gaap:FairValueInputsLevel3Member 2024-09-30 0002075109 us-gaap:MeasurementInputRiskFreeInterestRateMember ck0002075109:ChangeOfControlWarrantsMember us-gaap:FairValueInputsLevel3Member 2024-09-30 0002075109 us-gaap:FairValueMeasurementsRecurringMember 2024-09-30 0002075109 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2024-09-30 0002075109 ck0002075109:EmbeddedDerivativeLiabilitiesMember us-gaap:FairValueMeasurementsRecurringMember 2024-09-30 0002075109 us-gaap:FairValueInputsLevel3Member ck0002075109:EmbeddedDerivativeLiabilitiesMember us-gaap:FairValueMeasurementsRecurringMember 2024-09-30 0002075109 ck0002075109:ConversionWarrantsMember us-gaap:FairValueMeasurementsRecurringMember 2024-09-30 0002075109 us-gaap:FairValueInputsLevel3Member ck0002075109:ConversionWarrantsMember us-gaap:FairValueMeasurementsRecurringMember 2024-09-30 0002075109 ck0002075109:ChangeOfControlWarrantsMember us-gaap:FairValueMeasurementsRecurringMember 2024-09-30 0002075109 us-gaap:FairValueInputsLevel3Member ck0002075109:ChangeOfControlWarrantsMember us-gaap:FairValueMeasurementsRecurringMember 2024-09-30 0002075109 us-gaap:FairValueMeasurementsRecurringMember 2025-09-30 0002075109 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2025-09-30 0002075109 ck0002075109:FinancingWarrantsMember us-gaap:FairValueMeasurementsRecurringMember 2025-09-30 0002075109 us-gaap:FairValueInputsLevel3Member ck0002075109:FinancingWarrantsMember us-gaap:FairValueMeasurementsRecurringMember 2025-09-30 0002075109 ck0002075109:DeliveryasaServiceMember 2023-10-01 2024-09-30 0002075109 ck0002075109:DeliveryasaServiceMember 2024-10-01 2025-09-30 0002075109 ck0002075109:EnterprisePlatformAccessMember 2023-10-01 2024-09-30 0002075109 ck0002075109:EnterprisePlatformAccessMember 2024-10-01 2025-09-30 0002075109 us-gaap:ConvertiblePreferredStockMember 2023-10-01 2024-09-30 0002075109 us-gaap:ConvertiblePreferredStockMember 2024-10-01 2025-09-30 0002075109 us-gaap:StockOptionMember 2023-10-01 2024-09-30 0002075109 us-gaap:StockOptionMember 2024-10-01 2025-09-30 0002075109 ck0002075109:DeferredRevenueMember 2024-09-30 0002075109 ck0002075109:DeferredRevenueMember 2025-09-30 0002075109 us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember ck0002075109:CustomerBMember 2023-10-01 2024-09-30 0002075109 us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember ck0002075109:CustomerBMember 2024-10-01 2025-09-30 0002075109 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember ck0002075109:CustomerAMember 2023-10-01 2024-09-30 0002075109 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember ck0002075109:CustomerAMember 2024-10-01 2025-09-30 0002075109 us-gaap:RetainedEarningsMember 2025-09-30 0002075109 us-gaap:AdditionalPaidInCapitalMember 2025-09-30 0002075109 us-gaap:RedeemableConvertiblePreferredStockMember us-gaap:PreferredStockMember 2025-09-30 0002075109 us-gaap:AdditionalPaidInCapitalMember 2024-10-01 2025-09-30 0002075109 us-gaap:CommonStockMember 2024-10-01 2025-09-30 0002075109 us-gaap:RedeemableConvertiblePreferredStockMember us-gaap:PreferredStockMember 2024-10-01 2025-09-30 0002075109 us-gaap:RetainedEarningsMember 2024-10-01 2025-09-30 0002075109 us-gaap:RetainedEarningsMember 2024-09-30 0002075109 us-gaap:AdditionalPaidInCapitalMember 2024-09-30 0002075109 us-gaap:CommonStockMember 2024-09-30 0002075109 us-gaap:RedeemableConvertiblePreferredStockMember us-gaap:PreferredStockMember 2024-09-30 0002075109 us-gaap:AdditionalPaidInCapitalMember 2023-10-01 2024-09-30 0002075109 us-gaap:RetainedEarningsMember 2023-10-01 2024-09-30 0002075109 us-gaap:RetainedEarningsMember 2023-09-30 0002075109 us-gaap:AdditionalPaidInCapitalMember 2023-09-30 0002075109 us-gaap:CommonStockMember 2023-09-30 0002075109 us-gaap:RedeemableConvertiblePreferredStockMember us-gaap:PreferredStockMember 2023-09-30 0002075109 2025-10-01 2026-03-31 0002075109 ck0002075109:July2023NPAMember ck0002075109:MatternetIncMember 2025-10-01 2026-03-31 0002075109 ck0002075109:MatternetIncMember ck0002075109:OlympicInvestmentsIncAnd5GVenturesSAMember 2025-10-01 2026-03-31 0002075109 ck0002075109:January2025NPAMember ck0002075109:MatternetIncMember 2025-10-01 2026-03-31 0002075109 2025-03-31 0002075109 2026-03-31 0002075109 2024-10-01 2025-03-31 0002075109 us-gaap:WarrantMember 2026-03-31 0002075109 us-gaap:NonvotingCommonStockMember 2026-03-31 0002075109 us-gaap:CommonStockMember 2026-03-31 0002075109 us-gaap:PreferredStockMember 2026-03-31 0002075109 us-gaap:PreferredStockMember 2025-10-01 2026-03-31 0002075109 ck0002075109:SeriesB5Member us-gaap:PreferredStockMember 2026-03-31 0002075109 ck0002075109:SeriesB5Member us-gaap:PreferredStockMember 2025-10-01 2026-03-31 0002075109 ck0002075109:SeriesB5Member 2026-03-31 0002075109 ck0002075109:SeriesB4Member us-gaap:PreferredStockMember 2026-03-31 0002075109 ck0002075109:SeriesB4Member us-gaap:PreferredStockMember 2025-10-01 2026-03-31 0002075109 ck0002075109:SeriesB4Member 2026-03-31 0002075109 ck0002075109:SeriesB3PreferredStockMember us-gaap:PreferredStockMember 2026-03-31 0002075109 ck0002075109:SeriesB3PreferredStockMember us-gaap:PreferredStockMember 2025-10-01 2026-03-31 0002075109 ck0002075109:SeriesB3PreferredStockMember 2026-03-31 0002075109 ck0002075109:SeriesB2Member us-gaap:PreferredStockMember 2026-03-31 0002075109 ck0002075109:SeriesB2Member us-gaap:PreferredStockMember 2025-10-01 2026-03-31 0002075109 ck0002075109:SeriesB2Member 2026-03-31 0002075109 ck0002075109:SeriesB1Member us-gaap:PreferredStockMember 2026-03-31 0002075109 ck0002075109:SeriesB1Member us-gaap:PreferredStockMember 2025-10-01 2026-03-31 0002075109 ck0002075109:SeriesB1Member 2026-03-31 0002075109 ck0002075109:SeriesA2Member us-gaap:PreferredStockMember 2026-03-31 0002075109 ck0002075109:SeriesA2Member us-gaap:PreferredStockMember 2025-10-01 2026-03-31 0002075109 ck0002075109:SeriesA2Member 2026-03-31 0002075109 us-gaap:SeriesAPreferredStockMember us-gaap:PreferredStockMember 2026-03-31 0002075109 us-gaap:SeriesAPreferredStockMember us-gaap:PreferredStockMember 2025-10-01 2026-03-31 0002075109 us-gaap:SeriesAPreferredStockMember 2026-03-31 0002075109 ck0002075109:SeriesSeedMember us-gaap:PreferredStockMember 2026-03-31 0002075109 ck0002075109:SeriesSeedMember us-gaap:PreferredStockMember 2025-10-01 2026-03-31 0002075109 ck0002075109:SeriesSeedMember 2026-03-31 0002075109 us-gaap:RelatedPartyMember 2026-03-31 0002075109 us-gaap:RelatedPartyMember 2025-10-01 2026-03-31 0002075109 ck0002075109:SeriesB3PreferredStockMember 2026-01-01 2026-03-31 0002075109 ck0002075109:ConvertiblePreferredSharesMember ck0002075109:SeriesB2Member 2025-11-01 2025-11-01 0002075109 us-gaap:RestrictedStockMember 2026-03-31 2026-03-31 0002075109 us-gaap:RestrictedStockMember 2026-03-31 0002075109 us-gaap:RestrictedStockMember 2025-10-01 2026-03-31 0002075109 2026-03-31 2026-03-31 0002075109 us-gaap:RestrictedStockMember 2024-10-01 2025-03-31 0002075109 ck0002075109:GeneralAndAdministrativeMember 2024-10-01 2025-03-31 0002075109 ck0002075109:GeneralAndAdministrativeMember 2025-10-01 2026-03-31 0002075109 ck0002075109:ResearchAndDevelopmentMember 2024-10-01 2025-03-31 0002075109 ck0002075109:ResearchAndDevelopmentMember 2025-10-01 2026-03-31 0002075109 ck0002075109:TwoThousandElevenEquityIncentivePlanMember 2026-03-31 0002075109 2026-03-03 0002075109 2026-03-03 2026-03-03 0002075109 ck0002075109:June2024NPAMember 2025-10-01 2026-03-31 0002075109 ck0002075109:June2024NPAMember 2026-03-31 0002075109 srt:MinimumMember 2025-07-28 2025-07-28 0002075109 srt:MaximumMember 2025-07-28 2025-07-28 0002075109 ck0002075109:July2023NPAMember 2025-10-01 2026-03-31 0002075109 ck0002075109:July2023NPAMember 2026-03-31 0002075109 ck0002075109:January2025NPAMember 2025-10-01 2026-03-31 0002075109 ck0002075109:January2025NPAMember 2026-03-31 0002075109 ck0002075109:ConversionWarrantsMember ck0002075109:July2023NPAMember 2026-03-31 0002075109 ck0002075109:ChangeOfControlWarrantsMember ck0002075109:July2023NPAMember 2025-10-01 2026-03-31 0002075109 ck0002075109:ChangeOfControlWarrantsMember ck0002075109:July2023NPAMember 2026-03-31 0002075109 ck0002075109:TwoThousandTwentyFiveConvertibleNotesMember 2025-10-01 2026-03-31 0002075109 ck0002075109:TwoThousandTwentyFiveConvertibleNotesMember 2026-03-03 2026-03-03 0002075109 ck0002075109:TwoThousandTwentyFiveConvertibleNotesMember 2026-03-31 0002075109 ck0002075109:NonConvertiblePromissoryNotesMember 2024-10-01 2025-03-31 0002075109 ck0002075109:NonConvertiblePromissoryNotesMember 2025-10-01 2026-03-31 0002075109 ck0002075109:NonConvertiblePromissoryNotesMember 2025-03-31 0002075109 2025-01-03 2025-01-03 0002075109 ck0002075109:TwoThousandTwentyFourConvertibleNotesMember ck0002075109:SeriesB5PreferredStockMember 2025-09-02 2025-09-02 0002075109 2024-06-14 0002075109 ck0002075109:TwoThousandTwentyThreeConvertibleNotesMember 2026-03-31 0002075109 ck0002075109:TwoThousandTwentyThreeConvertibleNotesMember srt:MinimumMember 2026-01-01 2026-03-31 0002075109 ck0002075109:TwoThousandTwentyThreeConvertibleNotesMember srt:MaximumMember 2026-01-01 2026-03-31 0002075109 ck0002075109:TwoThousandTwentyThreeConvertibleNotesMember 2025-07-18 0002075109 us-gaap:CommonStockMember 2026-03-31 0002075109 ck0002075109:TwoThousandTwentyThreeConvertibleNotesMember 2026-01-01 2026-03-31 0002075109 us-gaap:LeaseholdImprovementsMember 2025-09-30 0002075109 us-gaap:LeaseholdImprovementsMember 2026-03-31 0002075109 ck0002075109:DroneAndLandingPadsMember 2025-09-30 0002075109 ck0002075109:DroneAndLandingPadsMember 2026-03-31 0002075109 ck0002075109:EquipmentAndMachineryMember 2025-09-30 0002075109 ck0002075109:EquipmentAndMachineryMember 2026-03-31 0002075109 ck0002075109:ConstructionInProcessMember 2025-09-30 0002075109 ck0002075109:ConstructionInProcessMember 2026-03-31 0002075109 ck0002075109:SoftwareMember 2025-09-30 0002075109 ck0002075109:SoftwareMember 2026-03-31 0002075109 us-gaap:FurnitureAndFixturesMember 2025-09-30 0002075109 us-gaap:FurnitureAndFixturesMember 2026-03-31 0002075109 us-gaap:ComputerEquipmentMember 2025-09-30 0002075109 us-gaap:ComputerEquipmentMember 2026-03-31 0002075109 us-gaap:FairValueInputsLevel3Member 2026-03-31 0002075109 us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember us-gaap:FairValueInputsLevel3Member 2026-03-31 0002075109 ck0002075109:WarrantLiabilitiesMember us-gaap:FairValueInputsLevel3Member 2026-03-31 0002075109 us-gaap:FairValueInputsLevel3Member 2025-10-01 2026-03-31 0002075109 ck0002075109:WarrantLiabilitiesMember us-gaap:FairValueInputsLevel3Member 2025-10-01 2026-03-31 0002075109 us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember us-gaap:FairValueInputsLevel3Member 2025-10-01 2026-03-31 0002075109 ck0002075109:ExpectedTermToConversionAndMaturityMember srt:MaximumMember ck0002075109:EmbeddedDerivativeLiabilitiesBridgeNotesMember 2026-03-31 0002075109 ck0002075109:ExpectedTermToConversionAndMaturityMember srt:MinimumMember ck0002075109:EmbeddedDerivativeLiabilitiesBridgeNotesMember 2026-03-31 0002075109 ck0002075109:ProbabilityOfDefaultMember ck0002075109:EmbeddedDerivativeLiabilitiesBridgeNotesMember 2026-03-31 0002075109 ck0002075109:ProbabilityOfQualifyingFinancingEventMember ck0002075109:EmbeddedDerivativeLiabilitiesBridgeNotesMember 2026-03-31 0002075109 ck0002075109:CreditAdjustedDiscountRateMember ck0002075109:EmbeddedDerivativeLiabilitiesBridgeNotesMember 2026-03-31 0002075109 ck0002075109:CommonStockFairValuePerShareMember ck0002075109:FinancingWarrantsMember us-gaap:FairValueInputsLevel3Member 2025-09-30 0002075109 ck0002075109:CommonStockFairValuePerShareMember ck0002075109:FinancingWarrantsMember us-gaap:FairValueInputsLevel3Member 2026-03-31 0002075109 ck0002075109:ExercisePriceOfWarrantMember ck0002075109:FinancingWarrantsMember us-gaap:FairValueInputsLevel3Member 2026-03-31 0002075109 us-gaap:MeasurementInputPriceVolatilityMember ck0002075109:FinancingWarrantsMember us-gaap:FairValueInputsLevel3Member 2025-09-30 0002075109 us-gaap:MeasurementInputPriceVolatilityMember ck0002075109:FinancingWarrantsMember us-gaap:FairValueInputsLevel3Member 2026-03-31 0002075109 us-gaap:MeasurementInputExpectedTermMember ck0002075109:FinancingWarrantsMember us-gaap:FairValueInputsLevel3Member 2026-03-31 0002075109 us-gaap:MeasurementInputRiskFreeInterestRateMember ck0002075109:FinancingWarrantsMember us-gaap:FairValueInputsLevel3Member 2025-09-30 0002075109 us-gaap:MeasurementInputRiskFreeInterestRateMember ck0002075109:FinancingWarrantsMember us-gaap:FairValueInputsLevel3Member 2026-03-31 0002075109 us-gaap:FairValueMeasurementsRecurringMember 2026-03-31 0002075109 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2026-03-31 0002075109 ck0002075109:EmbeddedDerivativeLiabilitiesMember us-gaap:FairValueMeasurementsRecurringMember 2026-03-31 0002075109 us-gaap:FairValueInputsLevel3Member ck0002075109:EmbeddedDerivativeLiabilitiesMember us-gaap:FairValueMeasurementsRecurringMember 2026-03-31 0002075109 ck0002075109:FinancingWarrantsMember us-gaap:FairValueMeasurementsRecurringMember 2026-03-31 0002075109 us-gaap:FairValueInputsLevel3Member ck0002075109:FinancingWarrantsMember us-gaap:FairValueMeasurementsRecurringMember 2026-03-31 0002075109 ck0002075109:EnterprisePlatformAccessMember 2024-10-01 2025-03-31 0002075109 ck0002075109:EnterprisePlatformAccessMember 2025-10-01 2026-03-31 0002075109 us-gaap:ConvertiblePreferredStockMember 2024-10-01 2025-03-31 0002075109 us-gaap:ConvertiblePreferredStockMember 2025-10-01 2026-03-31 0002075109 us-gaap:StockOptionMember 2024-10-01 2025-03-31 0002075109 us-gaap:StockOptionMember 2025-10-01 2026-03-31 0002075109 us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember ck0002075109:CustomerBMember 2025-04-01 2025-09-30 0002075109 us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember ck0002075109:CustomerBMember 2025-10-01 2026-03-31 0002075109 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember ck0002075109:CustomerAMember 2024-10-01 2025-03-31 0002075109 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember ck0002075109:CustomerAMember 2025-10-01 2026-03-31 0002075109 us-gaap:RetainedEarningsMember 2026-03-31 0002075109 us-gaap:AdditionalPaidInCapitalMember 2026-03-31 0002075109 us-gaap:CommonStockMember ck0002075109:CommonStockNonVotingMember 2026-03-31 0002075109 us-gaap:RedeemableConvertiblePreferredStockMember us-gaap:PreferredStockMember 2026-03-31 0002075109 us-gaap:AdditionalPaidInCapitalMember 2025-10-01 2026-03-31 0002075109 us-gaap:CommonStockMember ck0002075109:CommonStockNonVotingMember 2025-10-01 2026-03-31 0002075109 us-gaap:RedeemableConvertiblePreferredStockMember us-gaap:PreferredStockMember 2025-10-01 2026-03-31 0002075109 us-gaap:CommonStockMember 2025-10-01 2026-03-31 0002075109 us-gaap:RetainedEarningsMember 2025-10-01 2026-03-31 0002075109 us-gaap:RetainedEarningsMember 2025-03-31 0002075109 us-gaap:AdditionalPaidInCapitalMember 2025-03-31 0002075109 us-gaap:CommonStockMember 2025-03-31 0002075109 us-gaap:RedeemableConvertiblePreferredStockMember us-gaap:PreferredStockMember 2025-03-31 0002075109 us-gaap:AdditionalPaidInCapitalMember 2024-10-01 2025-03-31 0002075109 us-gaap:RedeemableConvertiblePreferredStockMember us-gaap:PreferredStockMember 2024-10-01 2025-03-31 0002075109 us-gaap:RetainedEarningsMember 2024-10-01 2025-03-31 0002075109 ck0002075109:CommonStockNonVotingMember 2026-03-31 0002075109 ck0002075109:CommonStockNonVotingMember 2025-09-30 0002075109 us-gaap:RedeemableConvertiblePreferredStockMember us-gaap:PreferredStockMember 2023-10-01 2024-09-30 0002075109 us-gaap:CommonStockMember 2023-10-01 2024-09-30 0002075109 us-gaap:RedeemableConvertiblePreferredStockMember 2024-10-01 2025-09-30 0002075109 us-gaap:DerivativeFinancialInstrumentsLiabilitiesMember us-gaap:FairValueInputsLevel3Member 2025-09-30 0002075109 ck0002075109:TwoThousandTwentyThreeNotesMember us-gaap:ConvertibleDebtMember 2025-09-30 0002075109 ck0002075109:TwoThousandTwentyFourNotesMember us-gaap:ConvertibleDebtMember 2025-09-30 0002075109 us-gaap:ConvertibleDebtMember 2025-09-30 0002075109 us-gaap:CommonStockMember ck0002075109:CommonStockNonVotingMember 2024-09-30 0002075109 us-gaap:CommonStockMember ck0002075109:CommonStockNonVotingMember 2024-10-01 2025-03-31 0002075109 us-gaap:CommonStockMember 2024-10-01 2025-03-31 0002075109 us-gaap:FairValueInputsLevel1Member ck0002075109:FinancingWarrantsMember us-gaap:FairValueMeasurementsRecurringMember 2026-03-31 0002075109 us-gaap:FairValueInputsLevel2Member ck0002075109:FinancingWarrantsMember us-gaap:FairValueMeasurementsRecurringMember 2026-03-31 0002075109 us-gaap:FairValueInputsLevel1Member ck0002075109:EmbeddedDerivativeLiabilitiesMember us-gaap:FairValueMeasurementsRecurringMember 2026-03-31 0002075109 us-gaap:FairValueInputsLevel2Member ck0002075109:EmbeddedDerivativeLiabilitiesMember us-gaap:FairValueMeasurementsRecurringMember 2026-03-31 0002075109 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2026-03-31 0002075109 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2026-03-31 0002075109 us-gaap:FairValueInputsLevel1Member ck0002075109:FinancingWarrantsMember us-gaap:FairValueMeasurementsRecurringMember 2025-09-30 0002075109 us-gaap:FairValueInputsLevel2Member ck0002075109:FinancingWarrantsMember us-gaap:FairValueMeasurementsRecurringMember 2025-09-30 0002075109 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2025-09-30 0002075109 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2025-09-30 0002075109 ck0002075109:CreditAdjustedDiscountRateMember ck0002075109:EmbeddedDerivativeLiabilitiesBridgeNotesMember 2025-09-30 0002075109 ck0002075109:ProbabilityOfQualifyingFinancingEventMember ck0002075109:EmbeddedDerivativeLiabilitiesBridgeNotesMember 2025-09-30 0002075109 ck0002075109:ProbabilityOfDefaultMember ck0002075109:EmbeddedDerivativeLiabilitiesBridgeNotesMember 2025-09-30 0002075109 ck0002075109:ExpectedTermToConversionAndMaturityMember ck0002075109:EmbeddedDerivativeLiabilitiesBridgeNotesMember 2025-09-30 0002075109 ck0002075109:LosAltosVenturesCorpMember 2025-06-01 0002075109 us-gaap:NonvotingCommonStockMember 2024-09-30 0002075109 us-gaap:CommonStockMember ck0002075109:CommonStockNonVotingMember 2025-03-31 0002075109 us-gaap:CommonStockMember ck0002075109:CommonStockNonVotingMember 2025-09-30 0002075109 us-gaap:CommonStockMember ck0002075109:LosAltosVenturesCorpMember 2025-06-01 0002075109 us-gaap:RetainedEarningsMember ck0002075109:LosAltosVenturesCorpMember 2025-06-01 0002075109 ck0002075109:DeliveryasaServiceMember 2025-10-01 2026-03-31 0002075109 ck0002075109:DeliveryasaServiceMember 2024-10-01 2025-03-31 0002075109 us-gaap:FairValueInputsLevel1Member ck0002075109:ChangeOfControlWarrantsMember us-gaap:FairValueMeasurementsRecurringMember 2024-09-30 0002075109 us-gaap:FairValueInputsLevel2Member ck0002075109:ChangeOfControlWarrantsMember us-gaap:FairValueMeasurementsRecurringMember 2024-09-30 0002075109 us-gaap:FairValueInputsLevel1Member ck0002075109:ConversionWarrantsMember us-gaap:FairValueMeasurementsRecurringMember 2024-09-30 0002075109 us-gaap:FairValueInputsLevel2Member ck0002075109:ConversionWarrantsMember us-gaap:FairValueMeasurementsRecurringMember 2024-09-30 0002075109 us-gaap:FairValueInputsLevel1Member ck0002075109:EmbeddedDerivativeLiabilitiesMember us-gaap:FairValueMeasurementsRecurringMember 2024-09-30 0002075109 us-gaap:FairValueInputsLevel2Member ck0002075109:EmbeddedDerivativeLiabilitiesMember us-gaap:FairValueMeasurementsRecurringMember 2024-09-30 0002075109 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2024-09-30 0002075109 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2024-09-30 0002075109 us-gaap:MeasurementInputRiskFreeInterestRateMember ck0002075109:FinancingWarrantsMember us-gaap:FairValueInputsLevel3Member 2024-09-30 0002075109 us-gaap:MeasurementInputExpectedTermMember ck0002075109:FinancingWarrantsMember us-gaap:FairValueInputsLevel3Member 2024-09-30 0002075109 us-gaap:MeasurementInputPriceVolatilityMember ck0002075109:FinancingWarrantsMember us-gaap:FairValueInputsLevel3Member 2024-09-30 0002075109 ck0002075109:ProbabilityOfQualifyingFinancingEventMember ck0002075109:FinancingWarrantsMember us-gaap:FairValueInputsLevel3Member 2024-09-30 0002075109 ck0002075109:ExercisePriceOfWarrantMember ck0002075109:FinancingWarrantsMember us-gaap:FairValueInputsLevel3Member 2024-09-30 0002075109 ck0002075109:CommonStockFairValuePerShareMember ck0002075109:FinancingWarrantsMember us-gaap:FairValueInputsLevel3Member 2024-09-30 0002075109 us-gaap:MeasurementInputRiskFreeInterestRateMember ck0002075109:ChangeOfControlWarrantsMember us-gaap:FairValueInputsLevel3Member 2025-09-30 0002075109 us-gaap:MeasurementInputPriceVolatilityMember ck0002075109:ChangeOfControlWarrantsMember us-gaap:FairValueInputsLevel3Member 2025-09-30 0002075109 us-gaap:MeasurementInputExpectedTermMember ck0002075109:ChangeOfControlWarrantsMember us-gaap:FairValueInputsLevel3Member 2025-09-30 0002075109 ck0002075109:ExercisePriceOfWarrantMember ck0002075109:ChangeOfControlWarrantsMember us-gaap:FairValueInputsLevel3Member 2025-09-30 0002075109 ck0002075109:CommonStockFairValuePerShareMember ck0002075109:ChangeOfControlWarrantsMember us-gaap:FairValueInputsLevel3Member 2025-09-30 iso4217:USD xbrli:shares xbrli:pure iso4217:USD xbrli:shares ck0002075109:Integer

As filed with the Securities and Exchange Commission on June 30, 2026.

Registration Number 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

Matternet, Inc.

(Exact name of registrant as specified in its charter)

Delaware		3721		39-2522950
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

355 Ravendale Drive

Mountain View, California 94043

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

Andreas Raptopoulos

Chief Executive Officer

355 Ravendale Drive

Mountain View, California 94043

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

Copies to:

John T. McKenna

Cooley LLP

3175 Hanover Street

Palo Alto, California 94304

(650) 843-5000

From time to time after this registration statement is declared effective.

(Approximate date of commencement of proposed sale to the public)

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, 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, smaller reporting company, or an 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.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

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 Exchange 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. The selling stockholders may not sell these securities pursuant to this prospectus until the registration statement filed with the Securities and Exchange Commission becomes effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION, DATED JUNE 29, 2026

Up to 48,055,843 Shares of Common Stock

Up to 3,546,400 Shares of Common Stock Issuable Upon Exercise of Warrants

This prospectus relates to the offering and resale by the selling stockholders identified herein of up to 51,602,243 shares of common stock, par value $0.0001 per share, of Matternet, Inc. (fka Los Altos Ventures Corp.) (“Matternet” or the “Company”), consisting of:

●

up to 9,552,427 shares of common stock issued in a private placement offering on May 22, 2026 and June 9, 2026 (the “Private Placement”) to accredited investors (the “PIPE Shares”);

●

up to 33,199,252 shares of common stock (the “Merger Shares”) issued to selling stockholders that were formerly Matternet, Inc. (“Legacy Matternet”) stockholders on May 22, 2026 in connection with the closing of the reverse subsidiary merger transaction among us, Legacy Matternet, and Matternet Acquisition Co. (the “Merger”);

●

up to 2,499,998 shares of common stock issued to selling stockholders who held convertible promissory notes issued by Legacy Matternet which were converted into shares of common stock upon the closing of the Merger (“Bridge Shares”);

●

up to 2,499,998 shares of common stock issuable upon exercise of warrants issued to the holders of convertible promissory notes issued by Legacy Matternet (the “Bridge Warrants” and “Bridge Warrant Shares”);

●

up to 677,260 shares of common stock issuable upon exercise of warrants issued to each of the U.S. registered broker-dealers acting as placement agents in connection with the Private Placement (the “Placement Agent Warrants” and “Placement Agent Warrant Shares”);

●

up to 369,142 shares of common stock issuable upon exercise of warrants issued by Legacy Matternet to selling stockholders (the “Legacy Warrants” and “Legacy Warrant Shares”);

●

up to 2,683,333 shares of common stock held by the stockholders of Los Altos Venture Corp. (“LAVC”) prior to the Merger (the “Retained Pre-Merger Shares”); and

●

up to 120,833 shares of our common stock held by advisors in exchange for services rendered in connection with the Merger (the “Advisor Shares”).

The selling stockholders may offer, sell or distribute all or a portion of the securities hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices. We will not receive any proceeds from the sale of the shares of common stock by the selling stockholders, except with respect to amounts that may be received by us upon the cash exercise of the Placement Agent Warrants, the Bridge Warrants and the Legacy Warrants. For a list of the selling stockholders, see the section titled “Selling Stockholders.” We have borne and will continue to bear the costs relating to the registration of these shares. We will bear all costs, expenses and fees in connection with the registration of these securities, including with regard to compliance with state securities or “blue sky” laws. The selling stockholders will bear all commissions and discounts, if any, attributable to their sale of shares of common stock. See the section titled “Plan of Distribution.”

There is not currently, and there has never been, any established public trading market for any of our securities. The common stock is not currently eligible for trading on any national securities exchange, including The Nasdaq Stock Market, LLC, or any over-the-counter markets, including the OTC Markets-OTCQB tier (the “OTCQB”). In connection with this offering, we intend to apply to have the common stock quoted on the OTCQB or another OTC system. We cannot assure you that the common stock will become eligible for trading on any exchange or market. Until such time as the common stock is quoted on the OTCQB or another public trading market otherwise develops, the selling stockholders identified herein may only sell their shares of common stock pursuant to this prospectus at a fixed price of $3.00 per share, the price per share in the Private Placement discussed above, for a total offering amount of approximately $154.5 million. At and after such time, the selling stockholders may sell all or a portion of their shares through public or private transactions at prevailing market prices or at privately negotiated prices. For more information about how the selling stockholders identified herein may sell shares of our common stock, see the section titled “Plan of Distribution” herein.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision.

We are an “emerging growth company” and a “smaller reporting company” as defined under the federal securities laws and, as such, are eligible for 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. Before making an investment decision, please read “Risk Factors” beginning on page 6 of this prospectus, and under similar headings in any amendments or supplements to this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2026

TABLE OF CONTENTS

	Page
TABLE OF CONTENTS	i
ABOUT THIS PROSPECTUS	ii
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	iii
PROSPECTUS SUMMARY	1
THE OFFERING	5
RISK FACTORS	6
USE OF PROCEEDS	31
DETERMINATION OF SALE PRICE	31
MARKET INFORMATION FOR OUR COMMON STOCK AND DIVIDEND POLICY	31
DESCRIPTION OF BUSINESS	32
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	43
MANAGEMENT	54
EXECUTIVE AND DIRECTOR COMPENSATION	58
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	63
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	68
SELLING STOCKHOLDERS	70
PLAN OF DISTRIBUTION	85
LEGAL MATTERS	95
EXPERTS	95
CHANGE IN AUDITOR	95
WHERE YOU CAN FIND MORE INFORMATION	96
INDEX TO FINANCIAL STATEMENTS	F-1
PART II	II-1
INFORMATION NOT REQUIRED IN THE PROSPECTUS	II-1
EXHIBIT INDEX	II-5
SIGNATURES	II-7

ABOUT THIS PROSPECTUS

General

This prospectus is part of a registration statement on Form S-1 that we filed with the SEC using the “shelf” registration process. Under this shelf registration process, the selling stockholders may, from time to time, sell the securities offered by them described in this prospectus. We will not receive any proceeds from the sale by such selling stockholders of the securities offered by them described in this prospectus. This prospectus also relates to the issuance by us of the shares of common stock issuable upon the exercise of any Placement Agent Warrants, Bridge Warrants and Legacy Warrants. We will not receive any proceeds from the sale of shares of common stock underlying the Placement Agent Warrants, Bridge Warrants or Legacy Warrants pursuant to this prospectus, except with respect to amounts received by us upon the cash exercise of the Placement Agent Warrants, Bridge Warrants and Legacy Warrants for cash.

You should rely only on the information contained in this prospectus, any supplement to this prospectus or in any free writing prospectus, filed with the Securities and Exchange Commission (the “SEC”). We have not, and the selling stockholders have not, authorized anyone to provide you with any additional information or information different from that contained in this prospectus, the information incorporated by reference herein, any applicable prospectus supplement or any free writing prospectus filed with the SEC. Neither we nor the selling stockholders take responsibility for, and can provide no assurances as to the reliability of, any other information that others may give you. Neither we nor the selling stockholders have authorized anyone to provide you with additional information or information different from that contained in this prospectus filed with the SEC.

The selling stockholders are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. You should assume that the information appearing in this prospectus, any applicable prospectus supplement and any related free writing prospectus is accurate only as of the respective dates of those documents, regardless of the time of delivery of this prospectus or any sale of our securities. Our business, financial condition, results of operations and prospects may have changed since those dates.

We may also provide a prospectus supplement or post-effective amendment to the registration statement to add information to, or update or change information contained in, this prospectus. Any statement contained in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in such prospectus supplement or post-effective amendment modifies or supersedes such statement. Any statement so modified will be deemed to constitute a part of this prospectus only as so modified, and any statement so superseded will be deemed not to constitute a part of this prospectus. You should read both this prospectus together with the other information contained or incorporated by reference in this prospectus and any applicable prospectus supplement or post-effective amendment to the registration statement.

This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. Please read “Risk Factors” and “Forward-Looking Statements.”

For Non-U.S. Investors

Neither we nor the selling stockholders have done anything that would permit this offering or possession or distribution of this prospectus, any prospectus supplement or free writing prospectus filed with the SEC, in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus, any prospectus supplement or free writing prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of common stock and the distribution of this prospectus, any prospectus supplement or free writing prospectus outside the United States.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, including the sections titled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Description of Business,” includes forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to, among others, our plans, objectives and expectations for our business, operations and financial performance and condition, and can be identified by terminology such as “may,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “will,” “could,” “project,” “target,” “potential,” “continue” and similar expressions that do not relate solely to historical matters or actual results. Forward-looking statements are based on management’s belief and assumptions and on information currently available to management. Although we believe that the expectations reflected in forward-looking statements are reasonable, such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by forward-looking statements.

Forward-looking statements relate to future events or our future operational or financial performance. Our forward-looking statements are subject to known and unknown risks, uncertainties, assumptions, and other factors that may cause our actual results, performance or achievements to be materially and adversely different from any future results, performance or achievements expressed, anticipated, or implied by these forward-looking statements. Some of such risks, uncertainties, and assumptions are described in the section below titled “Risk Factors” and elsewhere in this prospectus, in any applicable prospectus supplement and in any related free writing prospectus. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially and adversely from those in any express or implied forward-looking statements.

Accordingly, you should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. We base such statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, operating results, business strategy, short-term and long-term business operations and objectives, and financial needs. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance, or achievements. We undertake no obligation to update any of our forward-looking statements for any reason after the date of this prospectus, any applicable prospectus supplement, or any related free writing prospectus or to conform these statements to actual results or revised expectations, except as required by law.

This prospectus contains, and any applicable prospectus supplement and any related free writing prospectus may contain, estimates, projections and other information concerning our industry, our business and the markets for autonomous aerial logistics. Information based on estimates, forecasts, projections or similar methodologies is inherently subject to uncertainties and actual events or circumstances may differ materially from events and circumstances reflected in this information. Unless otherwise expressly stated, we obtained such industry, business, market and other data from reports, research surveys, studies and similar data prepared by third parties, industry, government data and similar sources that we believe to be reliable. In some cases, we do not expressly refer to the sources from which such data are derived.

iii

Forward-looking statements include, but are not limited to, statements about:

●

the impact of current and future laws and regulations, especially those related to the autonomous aerial logistics industry;

●

our ability to achieve profitability and continue as a going concern;

●

changes in domestic and foreign business, market, financial, political and legal conditions;

●

our ability to protect and enforce our intellectual property rights and the scope and duration of such rights;

●

our reliance on third-parties, including suppliers, licensing partners, government entities and strategic partners, and our ability to maintain our relationships with such parties and enter into additional strategic partnerships in the future;

●

our ability to commercialize our products and services on a large scale and grow effectively;

●

our management team’s ability to successfully achieve our business objectives;

●

our ability to raise additional capital to continue to maintain sufficient liquidity, develop our technology and scale our operations;

●

the impact on us and our potential customers from changes in interest rates, inflation, tariffs, trade policies and rising costs, including commodity and labor costs;

●

developments and projections relating to our business and the autonomous aerial logistics industry;

●

our ability to adequately control the costs associated with our operations;

●

risks relating to the negative public or political perception of us or the autonomous aerial logistics industry in general;

●

the outcome of any potential litigation, government and regulatory proceedings, investigations and inquiries that may be instituted against us in the future;

●

potential cybersecurity risks to our operational systems and infrastructure;

●

the development of an active trading market for our common stock;

●

the impact of global events, disruptions, pandemics and geo-political tensions on our business, including our supply chain, and our customers;

●

our intended use of proceeds from the Private Placement; and

●

other risks and uncertainties, including those discussed in the section titled “Risk Factors.”

We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, operating results, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described in the section below titled “Risk Factors.” Moreover, we operate in a highly regulated environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business 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 we may make. In light of these risks, uncertainties, and assumptions, the future events and trends discussed in this prospectus may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance, or achievements. We undertake no obligation to update any of these forward-looking statements for any reason after the date of this registration statement or to conform these statements to actual results or revised expectations, except as required by law.

You should read this registration statement and the documents that we reference in this registration statement as exhibits with the understanding that our actual future results, performance, and events and circumstances may be materially different from what we expect.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this registration statement, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our 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 and investors are cautioned not to unduly rely upon these statements.

PROSPECTUS SUMMARY

This summary highlights certain information about us, this offering and selected information contained elsewhere in this prospectus. This summary is not complete and does not contain all of the information that you should consider before deciding whether to invest in the securities covered by this prospectus. For a more complete understanding of the Company and this offering, we encourage you to read and consider carefully the more detailed information in this prospectus, any related prospectus supplement and any related free writing prospectus, including the information set forth in the sections titled “Risk Factors,” “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the notes thereto included elsewhere in this prospectus in this prospectus, any related prospectus supplement and any related free writing prospectus in their entirety before making an investment decision.

Company Overview

Matternet was founded on a simple idea: the movement of physical goods should become as seamless as the movement of information. Our name reflects that vision: a network for matter.

We are building the technology platform for autonomous aerial logistics. We believe autonomous aerial logistics will become a core component of future transportation and logistics networks, enabling the movement of small, time-sensitive goods through low-altitude airspace as an increasingly automated complement to ground transportation.

As advances in autonomy, automated infrastructure and aviation regulation continue, we believe an increasing share of the movement of small, time-sensitive goods will transition from roads to low-altitude airspace.

Our integrated platform combines autonomous aircraft, automated ground infrastructure and cloud-based software to enable high-frequency delivery operations in urban and suburban environments. The platform is designed to help enterprises move goods faster, more efficiently and at lower cost across a broad range of applications, including healthcare, food, retail and industrial logistics.

Our current platform is centered on the Matternet M2, which is, to our knowledge, the first and only drone delivery system to hold both a Type Certificate and a Production Certificate from the U.S. Federal Aviation Administration (the “FAA”). We believe these certifications, together with more than 60,000 commercial and development flights across nine countries and in complex urban and suburban operating environments, demonstrate the maturity of our technology and the regulatory, technical and operational capabilities we have developed over more than a decade.

We commercialize our platform through two complementary offerings: enterprise platform access, through which we provide customers with access to our drone platform and related operational infrastructure; and delivery-as-a-service, through which we provide end-to-end drone delivery operations directly or through certificated operating partners, including FAA Part 135 operators in the United States.

We believe long-term leadership in autonomous aerial logistics will be determined not only by aircraft performance, but by the ability to safely deploy, manage and scale fleets of autonomous aircraft through an integrated combination of certified aircraft, automated ground infrastructure, cloud-based software and regulatory expertise, as well as a strong network of partners.

Our strategy is to establish Matternet as the foundational infrastructure platform for autonomous aerial logistics.

Competitive Strengths

We believe the following competitive strengths position us to become a leading infrastructure platform for autonomous aerial logistics:

●

Strong regulatory credentials. The M2 is, to our knowledge, the first and only drone delivery system to hold both an FAA Type Certificate and an FAA Production Certificate, supported by operating approvals from civil aviation authorities in multiple jurisdictions.

●

Proven operating and safety record. Our systems have supported more than 60,000 cumulative flights across nine countries, with a record of no incidents resulting in injury to persons or damage to third-party property.

●

Integrated infrastructure platform. We have built an integrated system that spans purpose-built aircraft, automated ground infrastructure and cloud-based software.

●

Distributed aerial logistics infrastructure. Our automated ground stations are designed to co-locate drones at customer points of origin, enabling operations from a compact micro-hub while reducing real estate requirements and repositioning flights.

●

Flexible delivery modes and addressable markets. Our aircraft supports multiple delivery methods, allowing deployment across a range of business-to-business and business-to-consumer use cases.

●

Partner-led operating model. We conduct commercial flight operations directly or through certificated operating partners, including FAA Part 135-certificated operators in the United States.

●

Next-generation M3 platform. We are developing the M3 platform to increase payload capacity, extend service radius and improve cost efficiency, subject to development, testing, certification, production and customer adoption.

●

Systems integration and intellectual property. We have developed intellectual property spanning system and network architecture, software and hardware inventions, with our earliest filings dating from 2012.

Summary of Risk Factors Related to Our Business and Industry

Investing in our common stock involves a high degree of risk. Before making an investment decision. The following is a summary of risk factors related to our business and industry, but is not a full statement of all risk factors described in this prospectus relating to an investment in our common stock. Please see the section titled “Risk Factors.”

●

Our future growth depends on the demand for, and customers’ willingness to adopt, our products and drone delivery services.

●

We may be unable to make timely product deliveries due to limited production capacity.

●

Our next generation M3 platform remains in development, and delays or failures in its development, testing, certification, production or commercialization could materially harm our business and growth strategy.

●

Limitations or failures of our aircraft, batteries, ground stations or delivery systems, including range, payload, endurance, battery performance, weather and ground-station reliability, could reduce utilization, increase operating costs and harm customer adoption.

●

We may have significant customer concentration, and the loss of one or more key customers contracts could materially harm our business.

●

We may not be successful in competing in the autonomous aerial logistics industry.

●

An accident involving a drone delivery system provided by us or another manufacturer could harm the autonomous aerial logistics industry.

●

We are subject to extensive laws and regulations relating to various aspects of our business, including licensing by the FAA. There can be no assurance that the necessary approvals and licenses will be granted on a timely basis, if at all, which could significantly delay or prevent the commercialization of our products.

●

We are an early-stage company with a history of financial losses, and we expect to continue to incur financial losses for the foreseeable future. We cannot assure you that we can or will be able to operate profitably.

●

If we fail to manage our growth effectively, we may be unable to execute our business plan, which could harm our business prospects, financial condition, results of operations and cash flows.

●

Our future revenue plans rely on partnerships with strategic and government entities. There can be no assurance that we will be successful in entering into such needed partnerships.

●

We depend on third-party FAA Part 135 operating partners to conduct commercial flight operations in the United States, and the loss or unreliability of these partners could materially harm our business.

●

Our drone delivery operations depend on obtaining regulatory approvals for beyond visual line of sight operations and integration into low-altitude airspace management frameworks that are still being developed.

●

Our operating and financial projections rely on management assumptions and analyses. If these assumptions or analyses prove to be incorrect, our actual operating results may be materially different from our forecasted results.

●

We have limited experience commercializing our products at a large scale and may not be able to do so efficiently or effectively.

●

Our business is substantially dependent on a small number of key personnel, and the loss of any such personnel could adversely affect our operations.

●

If we cannot protect, maintain and, if necessary, enforce our intellectual property rights, our ability to develop and commercialize products will be adversely impacted.

●

We may need to defend ourselves against intellectual property infringement claims, which may be time-consuming and could cause us to incur substantial fees and costs.

●

The benefits to customers of our products could be supplanted by other technologies or solutions or competitors’ products that utilize similar technology to ours in a more effective way.

●

Our auditor has issued a “going concern” opinion.

●

Our auditor identified a material weakness in our internal control over financial reporting.

●

Our business plans require a significant amount of capital. Our future capital needs may require us to sell additional equity or debt securities that may dilute our stockholders or contain terms unfavorable to us or our investors. Moreover, there can be no assurance that such capital will be available to us on a timely basis, if at all.

●

We may be unable to adequately control the costs associated with our operations.

●

Security breaches and other disruptions could compromise our proprietary information and expose us to liability, which would cause our business and reputation to suffer.

●

A cybersecurity incident affecting our drones, ground infrastructure or software platform could disrupt flight operations, compromise safety and harm our reputation.

●

Current and future geopolitical and macroeconomic events outside of our control, including changes in interest rates, levels of inflation and foreign currency exchange rates, could adversely impact our business, results of operations, cash flows, financial condition and liquidity.

●

Our ability to rely on global supply chains for source components and/or raw materials may be impacted by tariffs, trade disputes, or other changes in trade policy or trade regulation.

●

Being a public company can be administratively burdensome and will significantly increase our legal and financial compliance costs.

●

Our management as a group has limited experience operating a publicly traded company.

●

There is currently no market for our common stock and there can be no assurance that any market will ever develop. You may therefore be unable to re-sell shares of our common stock at times and prices that you believe are appropriate.

●

Our common stock may not be eligible for listing or quotation on any securities exchange or over-the-counter trading system.

●

The market price and trading volume of our common stock may be volatile and could decline significantly following the Merger.

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

As a company with less than $1.235 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). An emerging growth company may take advantage of reduced reporting requirements that are otherwise applicable to public companies. These provisions include, but are not limited to:

●

being permitted to present only two years of audited financial statements and only two years of related “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure in our periodic reports and registration statements, including this prospectus;

●

reduced disclosure about our executive compensation arrangements;

●

not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, as amended, on the effectiveness of our internal controls over financial reporting;

●

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

●

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

We may use these provisions until the last day of our fiscal year in which the fifth anniversary of the first sale of our common stock pursuant to an effective registration statement occurs. However, if certain events occur prior to the end of such five-year period, including if we become a “large accelerated filer,” our annual gross revenues exceed $1.235 billion or we issue more than $1.00 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.

We have elected to take advantage of certain of the reduced disclosure obligations in the registration statement of which this prospectus is a part and may elect to take advantage of other reduced reporting requirements in future filings. As a result, the information that we provide to our stockholders may be different than you might receive from other public reporting companies in which you hold equity interests.

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, until those standards apply to private companies. We have elected to take advantage of the benefits of this extended transition period and, therefore, we will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards. Until the date that we are no longer an emerging growth company or affirmatively and irrevocably opt out of the exemption provided by Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”) upon issuance of a new or revised accounting standard that applies to our financial statements and that has a different effective date for public and private companies, we will disclose the date on which we will adopt the recently issued accounting standard.

We are also a “smaller reporting company,” as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), meaning that the market value of our stock held by non-affiliates was less than $700 million and our annual revenue was less than $100 million during the most recently completed fiscal year. We will continue to be a smaller reporting company until the last day of the fiscal year in which either (i) the market value of our stock held by non-affiliates is more than $250 million measured on the last business day of our second fiscal quarter or (ii) our annual revenue is more than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is more than $700 million measured on the last business day of our second fiscal quarter. If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation.

Corporate Information

We were incorporated as in the State of Delaware on June 2, 2025. Prior to the Merger (as defined below), we were a “shell company” (as defined in Rule 12b-2 under the Exchange Act). On May 7, 2026, we formed our wholly owned subsidiary, Matternet Acquisition Co., a Delaware corporation (“Acquisition Sub”). On May 22, 2026, we and Acquisition Sub entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Legacy Matternet. The Merger Agreement and the Merger were approved by all of our stockholders and by the holders of a majority of the outstanding shares of common stock and preferred stock of Legacy Matternet voting separately and together as a single class. On May 22, 2026, we completed the Merger, as a result of which Acquisition Sub was merged with and into Legacy Matternet, with Legacy Matternet continuing as the surviving corporation of the Merger and becoming our wholly owned subsidiary.

Our principal executive offices are located at 355 Ravendale Drive, Mountain View, California 94043. Our telephone number is (650) 260-2727. Our website address is www.matternet.com. Information contained on, or that can be accessed through, our website is not a part of this prospectus.

All trademarks, service marks and trade names appearing in this prospectus are the property of their respective holders. Use or display by us of other parties’ trademarks, trade dress, or products in this prospectus is not intended to, and does not, imply a relationship with, or endorsements or sponsorship of, us by the trademark or trade dress owners.

THE OFFERING

Resale of Common Stock

Shares of common stock offered by the selling stockholders		We are registering the resale by selling stockholders named in this prospectus, or their permitted transferees, of an aggregate of 51,602,243 shares of common stock, consisting of:

		● up to 9,552,427 PIPE Shares;

		● up to 33,199,252 Merger Shares;

		● up to 2,499,998 Bridge Shares;

		● up to 2,499,998 Bridge Warrant Shares;

		● up to 677,260 Placement Agent Warrant Shares;

		● up to 369,142 Legacy Warrant Shares;

		● up to 2,683,333 Retained Pre-Merger Shares; and

		● up to 120,833 Advisor Shares

Use of proceeds		We will not receive any proceeds from the sale of the shares of common stock offered by the selling stockholders. We may, however, receive up to approximately $9.5 million in aggregate gross proceeds from the cash exercise of the Placement Agent Warrants, Bridge Warrants and Legacy Warrants, to the extent they are exercised for cash. To the extent we receive cash proceeds upon the exercise of any warrants, we intend to use any proceeds therefrom for general working capital and corporate purposes, including towards the commercial deployment of our M3 drone platform, expansion of our active drone fleet and related launch, landing, and operational infrastructure, geographic expansion into additional domestic and international markets, and increased headcount to support engineering, flight operations, regulatory compliance, and commercial partnerships. The proceeds will also support investments in software, autonomy, and systems required to scale delivery volumes over time. See “Use of Proceeds” of this prospectus.

Terms of the offering		The selling stockholders will determine when and how they will dispose of the securities registered for resale under this prospectus.

Lock-Up agreements		Certain of our stockholders are subject to certain restrictions on transfer until the termination of applicable lock-up periods. See the section titled “Certain Relationships and Related Party Transactions—Lock-Up Agreements.”

Risk factors		Investing in our securities involves a high degree of risk. You should read the section titled “Risk Factors” for a discussion of factors to consider carefully before deciding to invest in shares of our common stock.

Market for our shares		There is not now and never has been any market for our securities and an active market may never develop. In the future, we intend to seek to have the common stock listed on a national securities exchange. However, we may not be successful in having our shares quoted on an over-the-counter market or listed on a national securities exchange.

RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the risk factors discussed below when considering an investment in our common stock and any risk factors that may be set forth in the applicable prospectus supplement, any related free writing prospectus, as well as risks and uncertainties described below together with all of the other information contained in this prospectus, any applicable prospectus supplement, and any related free writing prospectus. If any of the following risks actually occur, our business, prospectus, operating results and financial condition could suffer materially. In such event, the trading price of our common stock could decline, and you might lose all or part of your investment.

Risks Related to Our Business and Industry

Our future growth depends on the demand for, and customers’ willingness to adopt, our products and drone delivery services.

We operate in the new and evolving autonomous aerial logistics industry. Our business and operating results depend in large part on the acceptance of and demand for our drone delivery systems. The success of these products and services are and will be subject to risks, including with respect to:

●

the extent of market reception and adoption of drone delivery in urban and suburban environments;

●

our navigating a new and evolving regulatory environment;

●

our timely fulfillment of product orders;

●

our ability to produce safe, high-quality and cost-effective aircraft on an ongoing basis;

●

the performance of our drone delivery systems relative to customer expectations and customers’ interest in and demand for our drone delivery systems and solutions; and

●

our building a well-recognized and respected brand.

If we fail to manage the risks described above, we may discourage current or potential customers from purchasing our products or using our commercial solutions, and there may be downward price pressure on our products and commercial solutions. If the market for drone delivery solutions does not develop as we expect or develops more slowly than we expect, our business, prospects, financial condition and operating results will be materially and adversely affected.

Our next generation M3 platform is in development and represents a central element of our growth strategy. We have designed our M3 system to increase payload capacity, extend service radius and lower cost per delivery relative to our M2 system. These are target specifications, and the final performance characteristics of M3 may differ materially from our current expectations. We may be unable to achieve the payload, range, coverage, reliability, cost or other specifications we are targeting, and any shortfall could reduce the commercial value of the platform, limit customer demand and impair our ability to execute our growth strategy.

M3 has not received type certification or production certification from the U.S. Federal Aviation Administration, and we cannot assure you that we will obtain these or other required regulatory approvals on the timelines we expect, or at all. The certification process for new aircraft and production systems is lengthy, costly and subject to change, and approvals may be delayed, may be more costly than expected, or may be granted subject to conditions or limitations that restrict how we deploy the platform. Changes in regulations, the interpretation or enforcement of existing regulations, or the requirements applicable to autonomous flight operations could further delay or prevent certification and commercialization.

The development and commercialization of M3 depends on our ability to execute across aircraft development, ground infrastructure, software and autonomy, supply chain, manufacturing readiness, partner support and customer adoption. Engineering validation, prototype testing, flight testing, customer pilots, production readiness and commercial service entry may take longer or cost more than we anticipate, and our targeted commercial service entry in late 2027 could be delayed. Any delay or failure in the development, testing, certification, production or commercialization of M3 could impair our growth strategy, disrupt customer pilots and partner relationships, reduce our revenue potential, alter our anticipated use of proceeds and adversely affect our ability to raise additional capital.

Limitations or failures of our aircraft, batteries, ground stations or delivery systems could reduce utilization, increase operating costs and harm customer adoption.

Our aircraft are subject to inherent limitations on range, payload, endurance and operational life, and our operations depend on the continued performance and reliability of our aircraft and their components. Our aircraft use lithium-ion batteries, and battery performance is subject to degradation over repeated charge and discharge cycles, variations in charging performance, limits on cycle life, and constraints on availability and replacement cost. Lithium-ion batteries can also present safety risks, including the risk of overheating or fire, and any battery-related failure or safety incident could result in property damage, injury, service interruptions, regulatory scrutiny, reputational harm and increased costs.

Our flight operations are affected by weather and environmental conditions, including wind, precipitation and temperature, as well as airspace restrictions, noise considerations and other operational constraints, any of which can limit when and where we operate. Our service also depends on the availability and reliability of our automated ground stations, which perform functions such as automated charging, payload loading and battery swapping. Reduced ground-station uptime, interruptions in automated charging or battery-swap operations, maintenance requirements, or limited site availability could reduce the number of flights we are able to complete and increase our operating costs.

Our delivery methods, including tethered package lowering, depend on reliable operation at customer sites and on appropriate package placement, and customer-site constraints could limit where we can deliver. If we are unable to achieve the utilization, ground infrastructure availability, aircraft turnaround time or service reliability we expect, or if our aircraft, batteries, ground infrastructure or delivery systems do not perform as intended, we may experience increased maintenance, spare parts and support costs, higher cost per delivery, less favorable route economics, customer dissatisfaction and reduced customer renewals, any of which could adversely affect our business, financial condition and results of operations.

We may be unable to make timely product deliveries due to limited production capacity.

Commercial production of our aircraft and ground infrastructure requires timely and adequate supply of various types of raw materials and components, as well as mass production capacity and efficient manufacturing and assembly. We have limited experience in high-volume manufacturing of our aircraft and ground infrastructure. We cannot assure you that we will be able to expand our production capacity efficiently and cost-effectively, or be able to procure sufficient raw materials and components to meet our production volume. While we are looking into expanding our manufacturing capacity through partnerships, such partnerships may not be successful, or we may not be able to do so in a timely manner to fulfill our backlog orders. While we obtain components from multiple sources whenever possible, some of the components used in our products are currently selected to be purchased from a single source to improve cost-efficiency or due to regulatory constraints. Disruption in the supply of components, whether or not from a single-source supplier, could temporarily disrupt commercial production of our products. We also outsource certain manufacturing activities to third party contract manufacturers. We may experience operational difficulties with our contract manufacturers, including reductions in the availability of production capacity, failure to comply with product specifications, insufficient quality control, failure to meet production deadlines, increases in manufacturing costs and longer lead time.

Any of the foregoing could result in our failure to make timely deliveries to our customers. Such failure would materially and adversely affect our business, results of operations, financial condition and prospects.

We may have significant customer concentration, and the loss of one or more key customers contracts could materially harm our business.

Our revenue and order backlog may be concentrated among a limited number of customers, commercial partners, or government entities that have contracted for drone delivery services or logistics infrastructure. The market for drone delivery is at an early stage of commercialization, and a significant portion of our near-term revenue is likely to depend on a small number of anchor customers or pilot program agreements. If any such customer were to reduce delivery volumes, terminate its relationship with us, decline to renew a contract, shift to a competing drone delivery provider, or revert to conventional ground-based logistics, our revenues could decline materially and abruptly.

Government customers and publicly funded programs, which may represent a meaningful share of our early revenue, are subject to budgetary constraints, changes in procurement priorities, and shifts in policy toward drone delivery that are outside our control and that could result in the reduction, modification, or cancellation of contracts with limited notice. Commercial customers in the healthcare, retail, and logistics sectors, which are among the primary target markets for drone delivery, may also face industry-specific pressures that affect their willingness or ability to maintain or expand drone delivery programs.

Our reliance on a small number of customers also limits our negotiating leverage and may result in pricing pressure, route exclusivity demands, or service level commitments that increase our operating costs and constrain our network flexibility. Any loss of, or material reduction in business from, a key customer could materially and adversely affect our business, financial condition, and results of operations.

We may not be successful in competing in the autonomous aerial logistics industry.

We operate in the autonomous aerial logistics industry and in addition to competing with other drone delivery companies, we compete with traditional industry players providing on-demand delivery through road-based solutions. Many of our current and potential competitors have significantly greater financial, technical, manufacturing, marketing and other resources than we do and may be able to devote greater resources to the design, development, manufacturing, distribution, promotion, sale and support of their products.

We expect competition in our industry to intensify in the future in light of increased demand for cost-efficient on-demand and instant delivery. Factors affecting competition include, among others, ability to innovate, development speed, product quality, reliability, safety and features, pricing and customer service. Increased competition may lead to lower product unit sales and increased inventory, which may result in downward price pressure and adversely affect our business, financial condition, operating results and prospects.

Our ability to successfully compete in our industry will be fundamental to our future success in existing and new markets and will affect our market share. If our competitors introduce products or services that are superior in quality or performance and/or lower in price compared with our offerings, we may lose existing customers or be unable to attract new customers at prices that would allow us to generate attractive rates of return on our investment, if at all.

An accident involving a drone delivery system provided by us or another manufacturer could harm the autonomous aerial logistics industry.

An accident involving a drone delivery system provided by us or another manufacturer could cause regulatory agencies around the world to tighten restrictions on the use of drone delivery systems, particularly over-populated areas, and could cause the public to lose confidence in our products and drone delivery systems generally. There are risks associated with autopilot, flight control, communications and other advanced technologies, and, from time to time, there have been accidents associated with these technologies. The safety of certain cutting-edge technologies depends in part on user interaction, and users may not be accustomed to using such technologies. We could face unfavorable and tightened regulatory control and intervention on the use of drone delivery systems and be subject to liability and government scrutiny to the extent accidents associated with our systems occur. Should a high-profile accident occur resulting in substantial casualty or damages, either involving our products or products offered by other companies, public confidence in and regulatory attitudes toward drone delivery could deteriorate. Any of the foregoing could materially and adversely affect our results of operations, financial condition and growth prospects.

We are subject to extensive laws and regulations relating to various aspects of our business, including licensing by the U.S. Federal Aviation Administration. There can be no assurance that the necessary approvals and licenses will be granted on a timely basis, if at all, which could significantly delay or prevent the commercialization of our products.

We are subject to a wide variety of laws and regulations relating to various aspects of our business, including with respect to the design, manufacture, operations, and marketing of drone delivery solutions; employment and labor; tax; data security of the operational and information technology we use; health and safety; and zoning and environmental issues. Laws and regulations at the foreign, federal, state and local levels may change and may be interpreted in different ways, especially in relation to new and emerging industries, and we cannot always reasonably predict the impact from, or the ultimate cost of compliance with, current or future regulatory or administrative changes. We cannot guarantee that our measures to monitor these developments and the time and resources we spend to comply with these laws, regulations and guidelines will be satisfactory to regulators or other third parties, such as our customers, who may also be subject to extensive governmental regulation.

We may need to expend substantial efforts to comply with any new and evolving laws and regulations applicable to our business, which may result in increased general and administrative expenses and a diversion of management time and attention. Moreover, changes in laws, the imposition of new or additional regulations or the enactment of any new or more stringent legislation that impacts our business could require us to change the way we operate and could have a material adverse effect on our sales, profitability, cash flows and financial condition, and lead to regulatory delays that could impact our ability to obtain licenses, certificates, authorizations, permits, and other types of regulatory approvals. Similarly, changes in the priorities, mandates and funding levels of the governmental entities with which we interact could impact our relationships with such entities; reduce the number of staff available to review and issue the requisite regulatory approvals, permits and licenses; influence the public’s perception of our company and our industry; and influence decisions by clients, governmental agencies or other industry participants with whom we do business. Any such change thus carries the possibility of reducing demand for our services or increasing our costs of operations, which could have a negative impact on our financial position, results of operations or cash flows, but we cannot reasonably or reliably estimate whether such changes will occur, when they will occur or if they will impact us.

If we fail to comply with the laws applicable to our business and operations, we may be subject to civil and criminal penalties or private lawsuits, or the suspension or revocation of regulatory approvals, which would prevent us from operating our business. Regulatory approval processes may be subject to change, can be technically challenging to address, may result in the imposition of conditions that impact the financial viability of our facilities, and may also provide opportunities for third parties to lodge objections or file petitions against the licensing of our facilities. Failure to comply with these laws, obtain the required regulatory approvals, or receive exemptions from such regulations, as needed, could result in regulatory enforcement, violations, fines, penalties, or the inability to operate our commercial deployments. Any delays in regulatory approvals could also adversely affect our ability to meet commercialization timelines and thereby affect our financial performance and future growth objectives.

We must also comply with extensive government laws and regulations related to, among other things, health, safety and the environment. We may be unable to meet the compliance standards of such laws and regulations, and our inability to do so may cause us to lose prospective business and adversely affect our financial condition and results of operations. Further, environmental, health and safety laws change frequently, and we may not be able to anticipate such changes or the impact of such changes. There is no assurance that we can avoid significant costs, liabilities and penalties imposed as a result of such governmental regulation in the future.

Our business could be subject to stringent U.S. export control laws and regulations as well. Unfavorable changes in these laws and regulations or U.S. government licensing policies, our failure to comply with or secure timely U.S. government authorizations under these laws and regulations could harm us and our ability to expand and thereby affect our business prospects, financial condition, results of operations and cash flows. Moreover, the inability to secure and maintain required export licenses or authorizations could negatively impact our ability to compete successfully or market our technology outside the United States. Similarly, if export control laws and regulations prevent us from sharing certain export controlled information with suppliers we intend to partner with to operate our business or develop and produce our products, we may not be able to work with our preferred suppliers, which may impact our finances, business plans, and the competitiveness of our offerings. Failure to comply with export control laws and regulations could expose us to civil or criminal penalties, fines, investigations, more onerous compliance requirements, loss of export privileges, debarment from government contracts or limitations on our ability to enter into contracts with the U.S. government. Any changes in export control regulations or U.S. government licensing policy, such as that necessary to implement U.S. government commitments to multilateral control regimes, may restrict our market size.

We are an early-stage company formed in 2011. We face all the risks commonly encountered by newer companies, as well as risks related to the nature of the emerging drone logistics industry, and we may experience unforeseen expenses, difficulties, complications, delays and effects caused by other known and unknown factors.

We have not been profitable to date, and we expect to incur operating losses for the near future. During the fiscal year ended September 30, 2025 and six months ended March 31, 2026, we incurred net losses of $31.0 million and $7.2 million, respectively, on a consolidated basis. There can be no assurance that we will not continue to incur net losses in the future. We may not succeed in expanding our customer base, and market acceptance of our technology and products may never occur. Even if we are successful in generating a broader customer base or promoting market acceptance of our offerings, we may never generate revenue that is significant enough to achieve profitability. Even if we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis. Our failure to become and remain profitable would depress our value and could impair our ability to raise capital, expand our business, diversify our product offerings, or even continue our operations.

If we fail to manage our growth effectively, we may be unable to execute our business plan, which could harm our business prospects, financial condition, results of operations and cash flows.

We intend to invest significantly in order to expand our business from an early-stage company to a company capable of supporting large-scale commercial activities. Any failure to manage our growth effectively could harm our business, prospects, financial condition, and operating results. We expect our expansion to include:

●

launching commercialization of our products and services;

●

forecasting production and revenue;

●

completing the testing, licensing and production of our products and services;

●

developing the supply chain necessary to supply components for our products and services;

●

entering into relationships with multiple government entities and strategic partners to expand our customer base and facilitate market adoption of our products and services;

●

controlling expenses and investments in anticipation of expanded operations;

●

carrying out acquisitions and entering into collaborations, in-licensing arrangements, joint ventures, strategic alliances or partnerships;

●

conducting demonstrations;

●

hiring and training new personnel; and

●

expanding and enhancing administrative infrastructure, systems, and processes.

If our operations continue to grow, of which there can be no assurance, we will need to continue to expand our sales and marketing, research and development, commercial strategy, permitting and licensing, products and services, manufacturing, supply and operations functions. These efforts will require us to invest significant financial and other resources. There is no guarantee that we will be able to scale our business as currently planned or within the planned timeframe. The continued expansion of our business may in the future require additional operational facilities, as well as space for administrative support, and there is no guarantee that we will be able to find suitable locations for such facilities if needed.

Our continued growth could increase the strain on our resources, and we could experience operating difficulties, including difficulties in hiring and training employees, delays in production, challenges in scaling-up operations, and difficulty sourcing adequate production materials. These difficulties may divert the attention of management and key employees and impact financial and operational results. If we are unable to drive commensurate growth, these costs could result in decreased margins, which could harm our business, financial condition, and results of operations.

Our future revenue plans rely on partnerships with strategic and government entities. There can be no assurance that we will be successful in entering into such needed partnerships.

Our largest stream of projected revenue comes from maximizing adoption of our drone delivery products and services. We may be unable to maximize utilization due to a variety of reasons, including, inability to timely enter into desirable strategic partnerships and failure to obtain necessary regulatory approvals and permits. Our services are new solutions in the delivery industry and as such, represent an unproven model. If we are unable to realize these sales, our business model and go-to-market strategy will be jeopardized.

Our commercial strategy in the United States relies on FAA Part 135-certificated operators – including UPS Flight Forward and Ameriflight – to conduct commercial drone delivery flights using our M2 platform. We do not currently hold our own Part 135 certificate in the United States, and certain customer programs are served by a single operator. Our ability to deliver revenue from our DaaS model, and to scale commercial operations in the United States more broadly, depends on the continued availability, performance and economic terms of these partners.

A partner may experience operational, financial, regulatory or safety issues that limit its ability to operate our platform, including suspension or revocation of its Part 135 certificate. A partner may elect to reduce or terminate operations using our systems, to prioritize competing platforms, or to be acquired by or aligned with a competitor. Commercial terms, including operator margins, revenue share and minimum commitments, may become less favorable to us or make our DaaS offering uneconomic. A partner may also fail to achieve targeted utilization, on-time performance or service-level metrics, harming our customer relationships and reputation. The loss or material underperformance of any single operator, or our inability to identify and onboard additional qualified operators on acceptable terms, could disrupt or terminate customer programs, delay new program launches, require us to expend significant resources to transition operations or to develop our own operating capability, and result in lost or delayed revenue. Any of the foregoing could materially and adversely affect our business, prospects, financial condition and results of operations.

The commercial viability of our drone delivery systems depends on our ability to conduct routine delivery operations BVLOS, at scale in urban and suburban environments. BVLOS operations currently require case-by-case FAA waivers or exemptions and there is no assurance that we or our partners will obtain such approvals for our target delivery corridors on a timely basis, on acceptable terms, or at all.

In addition, the FAA’s UAS Traffic Management (“UTM”), framework, which is intended to manage low-altitude drone traffic and enable scalable BVLOS operations, remains under development. The rules, technical standards, and operational requirements that ultimately emerge from this framework may impose certification burdens, equipage mandates, or operational constraints that require significant modification to our delivery systems or ground infrastructure.

Delays in the development or implementation of UTM frameworks or BVLOS regulatory pathways could prevent us from operating in the delivery areas and service frequencies required to achieve commercial viability and meet the commitments we have made to customers and strategic partners. State, county, and municipal governments may also impose restrictions on low-altitude drone operations over populated areas, noise-sensitive zones, or critical infrastructure, creating a fragmented regulatory environment that increases compliance costs and limits the geographic scope of our delivery network. Any failure to obtain or maintain the regulatory approvals necessary for scalable BVLOS drone delivery operations could materially and adversely affect our business, financial condition, and results of operations.

We have limited experience commercializing our products and services. Our projected financial and operating information reflect estimates of future performance and is based on multiple financial, technical, and operational assumptions, including the level of demand for our products and services, cost of manufacturing, cost of components and availability of adequate supply, the nature and length of the sales cycle, and the costs of maintaining and operating our network. However, given our limited commercial experience and the fact that many of the factors on which these assumptions are based are outside of our control, it is possible that many of these assumptions will prove incorrect. The projections are forward-looking statements that are inherently subject to significant uncertainties and contingencies, many of which are beyond our control. Whether actual operating and financial results and business developments will be consistent with our expectations and assumptions as reflected in our forecast depends on a number of other factors, many of which are outside our control, including, but not limited to:

●

whether we can obtain sufficient capital to sustain and grow our business;

●

our ability to manage our growth;

●

the contractual terms of our agreements with strategic partners and customers;

●

whether we can manage relationships with key suppliers and partners;

●

the timing and costs of the required marketing and promotional efforts;

●

competition, including from future competitors;

●

our ability to retain existing key management, to attract additional leaders as needed, to attract, retain and motivate qualified personnel;

●

the overall strength and stability of domestic and international economies;

●

regulatory, legislative, and political changes; and

●

customer requirements and preferences.

Unfavorable changes in any of these or other factors, most of which are beyond our control, could cause us to fail to meet our operating and financial projections and could harm our business, prospects, financial condition and operating results.

We have limited experience commercializing our products at a large scale and may not be able to do so efficiently or effectively.

We have limited experience commercializing our products and services at a large scale and may not be able to do so efficiently or effectively. A key element of our long-term business strategy is the success of our product and service offerings in facilitating adoption of our solutions, continued testing of our technologies, engagement with key stakeholders and collaboration with leaders in the autonomous aerial logistics industry. Commercialization of our operations will also require growth in sales, marketing, training, customer relations and maintenance and servicing operations, including hiring select personnel with the necessary experience and expertise. Managing and maintaining these operations is expensive and time consuming, and an inability to leverage such an organization effectively or at all could inhibit potential sales or subscriptions and the penetration and adoption of our products into new markets. In addition, certain decisions we make regarding staffing in these areas in our efforts to maintain an adequate spending level could have unintended negative effects on our revenues, such as by weakening the sales, marketing and maintenance and servicing infrastructures or lowering the quality of customer service.

Our business is substantially dependent on a small number of key personnel, and the loss of any such personnel could adversely affect our operations.

We are an early-stage company with a small management team and a concentrated base of technical expertise. Our success depends in large part on the continued contributions of our executive officers, key engineers, and other technical personnel who have specialized knowledge of our drone delivery systems, autonomous flight software, logistics network design, and regulatory strategy specific to the autonomous aerial logistics industry. The loss of any of these individuals, whether due to resignation, illness, retirement, or competition from other employers, could significantly disrupt our operations, delay our product development and commercialization timelines, and impair our ability to execute our business plan.

Competition for qualified personnel with experience in drone delivery, logistics technology, and autonomous systems is intense, and we may not be able to attract or retain the personnel we need on acceptable terms, or at all. Additionally, certain institutional knowledge regarding our delivery network architecture, customer relationships, and regulatory approvals resides with a limited number of individuals, and the departure of any such person could result in the loss of capabilities that would be difficult and time-consuming to replace. Any failure to retain or attract key personnel could materially and adversely affect our business, financial condition, and results of operations.

If we cannot protect, maintain and, if necessary, enforce our intellectual property rights, our ability to develop and commercialize products will be adversely impacted.

Our success, in large part, depends on our ability to protect and maintain the proprietary nature of our technology. We rely upon a combination of the intellectual property protections afforded by patents, trademarks/service marks and trade secret laws in the United States and other jurisdictions, as well as commercial agreements, such as confidentiality agreements, assignment agreements, and license agreements to establish, maintain and enforce rights associated with our proprietary technologies. Our success depends in part on our ability to obtain and enforce patent protection for such solutions and technologies, but our patent applications may not result in issued patents, given the complexity of questions around patentability and the large number of patents and patent applications in related fields. Failure to obtain additional patent protection in connection with currently pending or future patent applications may impair our ability to prevent others from commercially exploiting products similar to ours.

Further, our existing issued patents may be contested, challenged, circumvented, invalidated or limited in scope in the future. The rights granted under our issued patents may not provide us with meaningful protection or competitive advantages, and some foreign countries provide significantly less effective patent enforcement as compared to the United States. In addition, the claims of our existing patents and any patents that issue from our currently pending or any future patent applications may be narrowed in scope during prosecution, challenged as invalid, or may simply not be broad enough to prevent others from developing technologies that are similar or that achieve results similar to ours (for example, if competitors can “design around” our patents). We cannot assure you that our means of protecting our proprietary rights will suffice in affording the desired protection.

We also rely upon unpatented trade secret protection, unpatented know-how and continuing technological innovation to develop our business and competitive position. We may not be able to prevent the unauthorized disclosure or use of our trade secrets, know-how or information that we consider to be confidential by our contractual counterparties, despite our efforts. If any of the suppliers, subcontractors, venture partners, employees or consultants, or other third parties with whom we do business or otherwise collaborate breach or violate the terms of any of our agreements, we may not have adequate remedies for any such breach or violation, and we could lose the protections afforded by our trade secrets as a result. It is also possible that our trade secrets, know-how or other proprietary information could be obtained by third parties as a result of breaches of our physical or electronic security systems. Even where remedies are available, enforcing a claim that a party illegally disclosed or misappropriated our trade secrets is expensive and time consuming, and the outcome is unpredictable. Courts outside the United States are sometimes less willing to protect trade secrets. Additionally, our trade secrets could become known or be independently discovered by potential or existing competitors. If any of our trade secrets were to be lawfully obtained or independently developed by a competitor or other third party, we would have no right to prevent them, or those with whom they communicate, from using that technology or information to compete with us.

We do not have worldwide patent rights for our proprietary technologies because worldwide patent or “international patent rights” currently do not exist. We also do not have worldwide trademark protection for our brand for similar reasons. Accordingly, we may not be able to protect our intellectual property rights in certain jurisdictions and their legal systems. Our competitors may operate in countries where we do not have patent protection and can freely use our technologies and discoveries in such countries to the extent such technologies and discoveries are publicly known or disclosed in countries where we do have patent protection.

We may need to defend ourselves against intellectual property infringement claims, which may be time-consuming and could cause us to incur substantial fees and costs.

Companies, organizations or individuals, including any existing and potential competitors, may hold or obtain patents, trademarks/service marks or other intellectual property rights that would prevent, limit or interfere with our ability to develop our intellectual property and make, use, develop, import, offer or sell our products and services and related equipment, which could make it more difficult for us to operate our company. From time to time, we may receive inquiries from holders of patents or trademarks/service marks inquiring whether we are infringing their proprietary rights. Companies, organizations or individuals, including any existing and future competitors, may also seek court declarations that they do not infringe our intellectual property rights. Companies holding patents or other intellectual property rights similar to our technology may bring proceedings alleging infringement of such rights or otherwise asserting their rights and seeking licenses. In addition, if it is determined that we have infringed a third party’s intellectual property rights, we may be required to do, among other things, one or more of the following:

●

cease making, using, offering to sell, selling or importing our products and services that incorporate the challenged intellectual property;

●

pay substantial damages;

●

pay for and obtain a license from the holder of the infringed intellectual property right, which may not be available on reasonable terms or at all; or

●

redesign part or all of our technology.

In the event of a successful claim of infringement against us and our failure or inability to obtain a license to the infringed technology, our business, prospects, operating results, and financial condition could be harmed. In addition, any litigation, or claims, whether or not valid, could result in substantial costs and diversion of resources and management’s focus and attention.

We also license the patents and intellectual property of third parties and anticipate continuing to do so in the future, and we may face claims that the use of this intellectual property infringes the rights of other third parties. Our rights to indemnification or damages under our license contracts may be unavailable or insufficient to cover our costs and losses, depending on our use of the technology, whether we choose to retain control over conduct of the litigation and other factors.

Additionally, our confidentiality and intellectual property assignment agreements with our employees, consultants and contractors generally provide that inventions conceived by the party in the course of rendering services to us will be our exclusive intellectual property. Those agreements may not be honored and obligations to assign intellectual property may be challenged or breached. Moreover, there may be some circumstances where we are unable to negotiate for such ownership rights or where others misappropriate those rights.

We may be subject to claims that former employees, collaborators or other third parties have an interest in our patents or other intellectual property as an owner, a joint owner, a licensee, an inventor or a co-inventor. In the latter two cases, the failure to name the proper inventors on a patent application can result in the patents issuing thereon being unenforceable. Inventorship disputes may arise from conflicting views regarding the contributions of different individuals named as inventors, the effects of foreign laws where foreign nationals are involved in the development of the subject matter of the patent, conflicting obligations of third parties involved in developing our patented technology or as a result of questions regarding co-ownership of potential joint inventions. Litigation may be necessary to resolve these and other claims challenging inventorship and ownership. Alternatively, or additionally, we may enter into agreements to clarify the scope of our rights in such intellectual property. If we fail in defending any such claims, in addition to paying monetary damages, we may lose exclusive ownership of, or right to use or license valuable intellectual property. Such an outcome could harm our business. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees.

The benefits to customers of our products could be supplanted by other technologies or solutions or competitors’ products that utilize similar technology to ours in a more effective way.

The benefits our products and services offer could be supplanted by other drone technologies or mobility solutions or potential competitors’ products that address the need in a more effective way. The development of any alternative technology that can compete with or supplant our products and services may harm our business, prospects, financial condition and operating results, including in ways we do not currently anticipate. Any failure by us to develop new or enhanced technologies or processes, or to react to changes in existing technologies, could materially delay our development and result in the loss of competitiveness of our product offerings, decreased revenue and a loss of actual or projected market share.

Our auditor has issued a “going concern” opinion.

Our auditor included an explanatory paragraph in its report on our financial statements for the fiscal year ended September 30, 2025 regarding substantial doubt about our ability to continue as a going concern. During fiscal 2025, we sustained a net loss of $31.0 million and, as of September 30, 2025, we had an accumulated deficit of $130.6 million. For the six months ended March 31, 2026, we incurred a net loss of $7.2 million and, as of such date, we had an accumulated deficit of $137.8 million. Based on recurring losses from operations incurred since inception and the expectation of continued operating losses for at least the near term, there can be no assurance that our existing cash, together with the net proceeds from the Private Placement, will be sufficient to fund our operations for the next twelve months. These factors raise substantial doubt about our ability to continue as a going concern. Our future capital requirements will depend on many factors, the timing and extent of spending to support development efforts, the expansion of commercial operations and market adoption of our platforms. We are actively evaluating potential financing sources available to us, but there can be no assurance that financing will be available on terms acceptable to us, on a timely basis, or at all. If we fail to raise additional capital or generate sufficient operating cash flows, our financial condition and ability to execute our business plan could be materially adversely affected. In addition, to the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interests of our stockholders may be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of common stockholders.

Our auditor identified a material weakness in our internal control over financial reporting.

In connection with the preparation of our financial statements for the year ended September 30, 2025, our auditor identified a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. We do not currently have a comprehensive and formalized accounting and financial reporting policies and procedures manual. Additionally, our controls are generally overseen by a limited number of personnel leading to a lack of segregation of duties. This material weakness could result in a misstatement of substantially all of our accounts or disclosures that would result in a material misstatement of our annual or interim financial statements that would not be prevented or detected.

The measures we have taken to date, and are continuing to design and implement, may not be sufficient to remediate the material weakness we have identified or avoid potential future material weaknesses. If the steps we take do not correct this material weakness in a timely manner, we will be unable to conclude that we maintain effective internal control over financial reporting. Accordingly, there could continue to be a reasonable possibility that a material misstatement of our financial statements would not be prevented or detected on a timely basis.

We will require significant capital to operate our business and fund our capital expenditures for the next several years. The level and timing of future expenditures will depend on a number of factors, many of which are outside our control. We expect that we will need to raise additional capital to fund our business, including to finance ongoing research and development costs, manufacturing, any significant unplanned or accelerated expenses, and new strategic alliances or acquisitions. The fact that we have limited experience commercializing our products and services on a large scale, means we have limited historical data on the demand for our products and services. In addition, we expect that our level of capital expenditures will be significantly affected by customer demand for our proprietary technology. As a result, our future capital requirements may be uncertain and actual capital requirements may be different from those we currently anticipate. We may need to seek equity or debt financing to finance all or a portion of our capital expenditures. Such financing might not be available to us in a timely manner or on terms that are acceptable, or at all, or that such funds, if raised, would be sufficient.

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 activities or substantially change our corporate structure. We might not be able to obtain any funding, and we might not have sufficient resources to conduct 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 could require us to sell additional equity or debt securities or incur indebtedness. Even if we complete such financings, they may result in dilution to our existing investors and include additional rights or terms that may be unfavorable to our existing shareholders. These circumstances could harm our financial results and impair our ability to achieve our business objectives. Additionally, we may be required to accept terms that restrict our ability to incur additional indebtedness or take other actions (including terms that require us to maintain specified liquidity or other ratios) that would otherwise be in the best interests of our shareholders. The sale of additional equity or equity-linked securities could dilute our stockholders. The incurrence of indebtedness would result in debt service obligations and could result in operating and financing covenants that would restrict our operations. If we cannot raise additional funds when we need or want them, we may be forced to curtail or abandon our growth plans, which could adversely impact us, our business, development, financial condition, operating results or prospects.

Adverse developments affecting the financial services industry, such as actual events or concerns involving liquidity, defaults, or non-performance by domestic and international financial institutions or transactional counterparties, could adversely affect our business, financial condition, and results of operations.

Actual events involving reduced or limited liquidity, defaults, non-performance or other adverse developments that affect domestic and international financial institutions or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds, have in the past and may in the future lead to market-wide liquidity problems. Investor concerns regarding the U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us to acquire financing on acceptable terms or at all. Any decline in available funding or access to our cash and liquidity resources could, among other risks, adversely impact our ability to meet our operating expenses, financial obligations or fulfill our other obligations, or result in breaches of our financial and/or contractual obligations. Any of these impacts, or any other impacts resulting from the factors described above or other related or similar factors not described above, could harm our liquidity and our current and/or projected business operations and financial condition and results of operations.

Any acquisitions, partnerships, or joint ventures that we enter into could disrupt our operations and harm on our business, financial condition and results of operations.

From time to time, we may evaluate potential strategic acquisitions of businesses, including partnerships or joint ventures with third parties. We may not be successful in identifying candidates for acquisitions, strategic partnerships and joint ventures. In addition, we may not be able to continue the operational success of such businesses or successfully finance or integrate any businesses that we acquire or with which we form a partnership or joint venture. We may have potential write-offs of acquired assets and/or an impairment of any goodwill recorded as a result of acquisitions. Furthermore, the integration of any acquisition may divert management’s time and resources from our core business and disrupt our operations or may result in conflicts with our business. Any acquisition, partnership or joint venture may not be successful or otherwise generate the financial results we expect, may reduce our cash reserves, may negatively affect our earnings and financial performance and, to the extent financed with the proceeds of debt, may increase our indebtedness. Further, depending on market conditions, investor perceptions of us and other factors, we might not be able to obtain financing on acceptable terms, or at all, to implement any such transaction. Any acquisition, partnership, or joint venture we make may harm our business, financial condition, and results of operations.

We may be unable to adequately control the costs associated with our operations.

We will require significant capital to develop and grow our business, including developing and manufacturing our products and services, conducting research and development, and building our brand and partnerships. We have incurred and expect to continue incurring significant expenses which will impact our profitability, including research and development expenses, procurement costs, business development, operation expenses, and general and administrative expenses as we scale our operations, identify and commit resources to investigate new areas of demand and incur costs as a public company. Our ability to become profitable in the future will not only depend on our ability to continue the development of our products and services to meet projected performance metrics and regulatory requirements and to achieve market acceptance of our technology, but also to sell our products and services at prices needed to achieve our expected margins and control our costs. If we are unable to efficiently design, develop, manufacture, market, deploy, distribute and operate our technology in a cost-effective manner, our margins, profitability and prospects would be harmed.

Security breaches and other disruptions could compromise our proprietary information and expose us to liability, which would cause our business and reputation to suffer.

We maintain various information technology systems and procedures to protect our trade secrets, technical know-how, and other unpatented proprietary information relating to our product development and operating activities, and to restrict unauthorized access to the dissemination of our proprietary information. However, internal and external data security threats cannot be mitigated entirely. For example, current, departing or former employees or third parties could attempt to improperly use or access our computer systems and networks to copy, obtain or misappropriate our proprietary information or otherwise interrupt our business. Additionally, members of our management team work remotely, which could have the effect of increasing the likelihood of cybersecurity breaches. Like others, we are also subject to significant system or network disruptions from numerous causes, including computer viruses and other cyber-attacks, facility access issues, new system implementations, and energy blackouts.

Security breaches, computer malware, phishing, spoofing, and other cyber-attacks have become more prevalent and sophisticated in recent years. While we defend against these threats daily, we do not believe that such attacks have caused us any material damage to date. Because the techniques used by computer hackers and others to access or sabotage networks constantly evolve and generally are not recognized until launched against a target, we may be unable to anticipate, counter or ameliorate all these techniques. As a result, our and our customers’ proprietary information may be misappropriated, and we cannot predict the impact of any future incident. Any loss of such information could harm our competitive position, result in a loss of customer confidence in the adequacy of our threat mitigation and detection processes and procedures, cause us to incur significant costs to remedy the damages caused by the incident, and divert management and other resources. We routinely implement improvements to our network security safeguards, and we believe that we devote appropriate resources to the security of our information technology systems. However, we cannot assure you that our efforts will be sufficient to prevent or limit the damage from any future cyber-attack or network disruptions.

The costs related to cyber-attacks or other security threats or computer systems disruptions typically would not be fully insured or indemnified by others. As a result, the occurrence of any of the events described above could result in the loss of competitive advantages derived from our intellectual property. Moreover, these events may result in the diversion of the attention of management and critical information technology and other resources, or otherwise adversely affect our internal operations and reputation or degrade our financial results and stock price.

A cybersecurity incident affecting our drones, ground infrastructure or software platform could disrupt flight operations, compromise safety and harm our reputation.

Our drone delivery platform is a highly interconnected, software-defined system that depends on digital infrastructure, wireless communications, and third-party services. As a result, our platform is subject to a broad range of cybersecurity risks, including ransomware, intrusions targeting our cloud infrastructure, supply chain attacks affecting hardware or third-party software, spoofing or jamming of GPS or command-and-control links, attempts to gain unauthorized control of an aircraft in flight, and exploitation of vulnerabilities in our autonomy or fleet management software.

The techniques used to attack connected systems are continually evolving and may be carried out by sophisticated actors, including nation-state actors, criminal organizations and insiders. Despite our investments in secure software development, monitoring, access controls and incident response, we cannot guarantee that our measures will prevent or detect all attacks. A successful cyber-attack could cause loss of command or control of aircraft in flight, trigger flight termination or emergency landing events, result in injury to persons or damage to property, compromise the integrity of payloads, expose customer or personal data, and disrupt or suspend commercial operations while remediation is completed. A cybersecurity incident could also result in regulatory consequences, including investigations, enforcement actions or the modification, suspension or revocation of our FAA Type Certificate, Production Certificate, Part 145 Repair Station Certificate or related international authorizations, as well as actions under the General Data Protection Regulation, the California Consumer Privacy Act and similar laws. Any real or perceived cybersecurity weakness in our platform, or any high-profile cyber incident involving drones or autonomous systems more generally, could damage public confidence in drone delivery and harm our reputation. Any of the foregoing could materially and adversely affect our business, prospects, financial condition and results of operations.

We face risks related to geopolitical events, international hostility, epidemics, outbreaks and other macroeconomic events that are outside of our control. The occurrence of certain geopolitical events, including those arising from terrorist activity, international hostility, public health crises and the economic impact of global trade tensions, could significantly disrupt our business and operational plans and adversely affect our results of operations, cash flows, financial condition and liquidity. For instance, the ongoing conflicts in the Middle East and between Russia and Ukraine have and may continue to cause geopolitical instability and adverse effects on the global economy, supply chains and specific markets and industries. Although we are not able to enumerate all potential risks to our business resulting from these and other similar events, we believe that such risks include, but are not limited to, the following:

●

disruption to our supply chain for materials essential to our business, including restrictions on importing and exporting products;

●

customers, suppliers and other third parties asserting that their non-performance under our contracts with them is permitted as a result of force majeure or other reasons;

●

cybersecurity attacks, particularly as digital technologies may become more vulnerable and experience a higher rate of cyberattacks in the current environment of remote connectivity;

●

any reductions of our workforce to adjust to market conditions, including severance payments, retention issues and possible inability to hire employees when market conditions improve;

●

logistical challenges, including those resulting from border closures and travel restrictions, as well as the possibility that our ability to achieve commercialization of our operations may be interrupted, limited or curtailed;

●

economic, political and regulatory conditions domestically and internationally, including imposition of tariffs or other tax incentives or disincentives; and

●

effects of sanctions and other penalties imposed on foreign countries by the U.S., the European Union and other countries.

We cannot reasonably estimate the period of time that these conditions will persist; the full extent of the impact they will have on our business, results of operations, cash flows, financial condition and liquidity; or the pace or extent of any subsequent recovery.

Uncertain global macroeconomic and political conditions could harm our business prospects, financial condition, results of operations, and cash flows.

Our results of operations could be materially affected by economic and political conditions in the United States and internationally, including inflation, deflation, fluctuations in interest rates, fluctuations in exchange rates, availability of capital, energy and commodity prices, trade laws and the effects of governmental initiatives to manage economic conditions.

Our business model is dependent on government entities and companies around the world adopting and entering into contracts for the implementation for our technologies and services. Adverse national and international economic conditions may reduce the future availability of funding counterparties have to spend on our services, which would negatively impact our revenues and our ability to commercialize our operations. Such conditions could also make it difficult or impossible for us to secure financing on acceptable terms or at all, and could materially increase the cost of our operations. Our cost estimates and assumptions are also sensitive to macroeconomic factors, and their accuracy could likely be impacted by unanticipated changes in such factors. It is not possible to accurately predict all of the potential adverse impacts, if any, of current and future economic conditions on its financial condition, operating results and cash flow; however, any of these macroeconomic conditions could negatively impact our strategic partners, suppliers, customers and the industry as a whole, which could harm our business, financial condition, and results of operations.

Our ability to rely on global supply chains for source components and/or raw materials may be impacted by tariffs, trade disputes, or other changes in trade policy or trade regulation.

We plan to rely on global supply chains to source components and materials essential for our business. The imposition of new or increased tariffs, trade restrictions, or other changes in trade policy by the United States or other countries could increase our costs of materials and components, require us to find additional or alternative suppliers, or force adjustments to our pricing structure and capital budget. These changes could reduce our profit margins, may impact our licenses or may require additional regulatory approval, or could otherwise disrupt our business operations. In particular, recent global trade tensions and policy shifts have created an unpredictable environment for businesses operating across international borders. Changes in trade agreements, sanctions, export controls, and customs regulations may limit our ability to source materials from certain countries or entities, potentially forcing rapid and costly adjustments to our supply chain. Trade policies can change with limited notice, making long-term planning difficult and increasing operational costs. Any significant disruption to our supply chain resulting from tariffs or trade policy changes could harm our business, financial condition, and ability to meet projected deadlines and milestones.

Our customers could incur substantial costs as a result of violations of, or liabilities under, environmental laws.

The operations and properties of our customers are subject to a variety of federal, state, local and foreign environmental, health and safety laws and regulations governing, among other things, air emissions, noise pollutions, hazardous materials handling and disposal, waste management, electromagnetic interference, land use and occupational health and safety. We must design and operate our products and services and comply with such laws and regulations. Compliance with environmental requirements could require our customers to incur significant expenditures or result in significant restrictions on their operations, and the failure to comply with such laws and regulations, including failing to obtain any necessary permits, could result in substantial fines or enforcement actions, including regulatory or judicial orders enjoining or curtailing operations or requiring our customers to conduct or fund remedial or corrective measures, install pollution control equipment or perform other actions. More vigorous enforcement by regulatory agencies, the future enactment of more stringent laws, regulations or permit requirements, including relating to climate change, or other unanticipated events may arise in the future and adversely impact the market for our products, which could harm our business, financial condition and results of operations.

Litigation or legal proceedings could expose us to significant liabilities, occupy a considerable amount of our management’s time and attention, and damage our reputation.

We may, from time to time, be a party to various litigation claims and legal proceedings. We will evaluate these claims and proceedings to assess the likelihood of unfavorable outcomes and estimate, if possible, the amount of potential losses. Claims made or threatened by our suppliers, customers, competitors, or current or former employees could adversely affect our relationships, damage our reputation or otherwise adversely affect our business, financial condition, or results of operations. The costs associated with defending legal claims and paying damages could be substantial. Our reputation could also be adversely affected by such claims, whether or not successful.

We are subject to U.S. and foreign anti-corruption and anti-money laundering laws and regulations. We can face criminal liability and other serious consequences for violations, which can harm our business, prospects, financial condition and operating results.

We are subject to the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, and other anti-corruption, anti-bribery and anti-money laundering laws in countries in which we conduct activities. Anti-corruption laws are interpreted broadly and prohibit companies and their employees, business partners, third-party intermediaries, representatives, and agents from authorizing, promising, offering or providing, directly or indirectly, improper payments or anything else of value to government officials, political candidates, political parties, or commercial partners for the purpose of obtaining or retaining business or securing an improper business advantage. The FCPA and other applicable laws and regulations also require that we keep accurate books and records and maintain internal controls and compliance procedures designed to prevent any such actions. While we have policies and procedures to address compliance with such laws, there can be no assurance that all of our employees, business partners, third-party intermediaries, representatives and agents will not take actions in violation of our policies and applicable law, for which we may be ultimately held responsible.

Any violations of the laws and regulations described above may result in whistleblower complaints, adverse media coverage, investigations, substantial civil and criminal fines and penalties, damages, settlements, prosecution, enforcement actions, imprisonment, the loss of export or import privileges, suspension or debarment from government contracts, tax reassessments, breach of contract and fraud litigation, reputational harm and other consequences, any of which could adversely affect our business, prospects, financial condition and operating results. In addition, responding to any investigation or action will likely result in a significant diversion of management’s attention and resources and significant defense costs and other professional fees.

Being a public company can be administratively burdensome and will significantly increase our legal and financial compliance costs.

As a public reporting company, we are subject to the information and reporting requirements of the Securities Act, the Exchange Act and other federal securities laws, rules and regulations related thereto, including compliance with the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and the Dodd-Frank Wall Street Reform and Consumer Protection Act. In addition, the listing requirements of any national securities exchange or other exchange and other applicable securities rules and regulations impose various requirements on public companies. Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations will significantly increase our legal and financial compliance costs and will make some activities more time-consuming and costly. Among other things, we are required to:

●

maintain and evaluate a system of internal controls over financial reporting in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act and the related rules and regulations of the SEC and the Public Company Accounting Oversight Board;

●

maintain policies relating to disclosure controls and procedures;

●

prepare and distribute periodic reports in compliance with our obligations under federal securities laws;

●

institute a more comprehensive compliance function, including with respect to corporate governance; and

●

involve, to a greater degree, our outside legal counsel and accountants in the above activities.

The costs of preparing and filing annual and quarterly reports, proxy statements and other information with the SEC and furnishing audited reports to stockholders is expensive and much greater than that of a privately-held company, and compliance with these rules and regulations will require us to hire additional financial reporting, internal controls and other finance personnel, and will involve a material increase in regulatory, legal and accounting expenses and the attention of our board of directors and management. In addition, being a public company makes it more expensive for us to obtain director and officer liability insurance. In the future, we may be required to accept reduced coverage or incur substantially higher costs to obtain this coverage. These factors could also make it more difficult for us to attract and retain qualified executives and members of our board of directors.

Our management as a group has limited experience operating a publicly traded company.

Our management team has a high degree of drone systems product development and operational expertise, but limited experience operating a publicly traded company subject to significant regulatory oversight and reporting obligations under U.S. securities laws. Their limited experience in dealing with the increasingly complex laws applicable to public companies could be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities, which will result in less time being devoted to the management and growth of our company. We may not have adequate personnel with the appropriate level of knowledge, experience and training in the accounting policies, practices or internal control over financial reporting required of public companies. Any failure by us to effectively and efficiently meet our obligations as a publicly traded company could harm our business, prospects, financial condition and operating results and/or result in legal liability or other negative consequences.

Risks Related to Ownership of Our Common Stock

The shares of common stock issued in the Merger and the Private Placement are “restricted securities” and, as such, may not be sold except in limited circumstances. If we are unable to register such securities in a timely manner, then the ability to re-sell shares of our common stock so issued will be delayed.

The offer and sale of the shares of common stock issued in the Merger and the Private Placement were not registered under the Securities Act or registered or qualified under any state securities laws in reliance on exemptions contained in and under those laws. Accordingly, such shares of common stock are “restricted securities” as defined in Rule 144 promulgated under the Securities Act and must, therefore, be held indefinitely unless their offer and sale is registered under applicable federal and state securities laws, or an exemption is available from the registration requirements of those laws, including the exemptions provided by Rule 144. The book-entry accounts representing the shares of common stock issued in the Merger and the Private Placement reflect their restricted status.

We agreed, at our expense, to prepare and file with the SEC this registration statement to register the resale of the shares of common stock issued in the Merger and the Private Placement; the shares of our common stock issuable upon cash exercise of the Placement Agent Warrants, Bridge Warrants and Legacy Warrants; the Retained Pre-Merger Shares; and the Advisor Shares. There are many reasons, including some over which we have little or no control, which could keep this registration statement from being declared effective by the SEC, including delays resulting from the SEC review process and comments raised by the SEC during that process. The shares of common stock covered by this registration statement will not be eligible for resale until this registration statement is effective or an exemption from registration, such as Rule 144, becomes available. In addition, Rule 144 under the Securities Act, which permits the resale, subject to various terms and conditions, of limited amounts of restricted securities after they have been held for six months, will not immediately apply to our common stock because we were at one time designated as a “shell company” under SEC regulations. Pursuant to Rule 144(i), securities issued by a current or former shell company that otherwise meet the holding period and other requirements of Rule 144 nevertheless cannot be sold in reliance on Rule 144 until one year after the date on which the issuer filed current “Form 10 information” (as defined in Rule 144(i)) with the SEC reflecting that it ceased being a shell company, and provided that at the time of a proposed sale pursuant to Rule 144, the issuer has satisfied certain reporting requirements under the Exchange Act. We believe this requirement to file Form 10 information was satisfied by the filing of our Current Report on Form 8-K.

Our common stock is not listed on a national securities exchange or any other exchange, or quoted on an over-the-counter market. Therefore, there is no trading market, active or otherwise, for our common stock and our common stock may never be included for trading on any stock exchange, automated quotation system or any over-the-counter market. Accordingly, our common stock is highly illiquid and you will likely experience difficulty in re-selling such shares at times and prices that you may desire.

Our common stock may not be eligible for listing or quotation on any securities exchange or over-the-counter trading system.

We do not currently meet the initial quantitative listing standards of any national securities exchange or over-the-counter trading system. We cannot assure you that we will be able to meet the initial listing standards of any national securities exchange, or, if we do meet such initial listing standards, that we will be able to maintain any such listing. Further, the national securities exchanges are adopting so-called “seasoning” rules that will require that we meet certain requirements, including prescribed periods of time trading over-the-counter and minimum filings of periodic reports with the SEC, before we are eligible to apply for listing on such national securities exchanges. We intend to contact an authorized market maker for an over-the-counter quotation system for sponsorship of our common stock, but we cannot guarantee that such sponsorship will be approved and our common stock listed and quoted for sale. Even if our common stock is quoted for sale on an over-the-counter quotation system, buyers may be insufficient in numbers to allow for a robust market and it may prove impossible to sell your shares. In addition, an investor may find it difficult to obtain accurate quotations as to the market value of our common stock. In addition, if we fail to meet the criteria set forth in SEC regulations, various requirements would be imposed by law on broker-dealers who sell our securities to persons other than established customers and accredited investors. Consequently, such regulations may deter broker-dealers from recommending or selling our common stock, which may further affect its liquidity. This would also make it more difficult for us to raise additional capital.

The resale of a large number of shares of our common stock, or the perception that such sales could occur, could cause the market price of our common stock to decline.

This prospectus registers the resale of up to 51,602,243 shares of common stock by the selling stockholders, which is greater than the 48,323,166 shares of our common stock outstanding as of June 15, 2026. Once a public trading market for our common stock develops, the selling stockholders may sell all or a portion of these shares. Sales of a substantial number of these shares, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the prevailing market price of our common stock, could make it more difficult for us to sell equity securities in the future at a time and price we deem appropriate, and could impair our ability to raise capital. Because there is not currently any established public trading market for our common stock, and the selling stockholders may sell at a fixed price of $3.00 per share until such a market develops, the effect of these resales on any future market price is uncertain.

The market price and trading volume of our common stock may be volatile and could decline significantly following the Merger.

The quotation systems, including the OTCQB, or stock exchanges, including Nasdaq, on which our common stock may be quoted or on which our common stock may be listed in the future have from time to time experienced significant price and volume fluctuations. Even if an active, liquid and orderly trading market develops and is sustained for our common stock following the Merger, the market price of our common stock may be volatile and could decline significantly. In addition, the trading volume in our common stock may fluctuate and cause significant price variations to occur. If the market price of our common stock declines significantly, you may be unable to resell your shares at or above the market price of our common stock as of the date of the consummation of the Merger. We cannot assure you that the market price of common stock will not fluctuate widely or decline significantly in the future in response to a number of factors, including, among others, the following:

●

the realization of any of the risks facing our company;

●

actual or anticipated differences in our estimates, or in the estimates of analysts, for our revenues, results of operations, level of indebtedness, liquidity or financial condition;

●

additions and departures of key personnel;

●

failure to comply with the requirements of the OTCQB market, or following our potential up listing on Nasdaq;

●

failure to comply with the Sarbanes-Oxley Act or other laws or regulations;

●

future issuances, sales, resales or repurchases or anticipated issuances, sales, resales or repurchases, of our common stock;

●

publication of research reports about us, or our industry;

●

the performance and market valuations of other similar companies;

●

broad disruptions in the financial markets, including sudden disruptions in the credit markets;

●

speculation in the press or investment community;

●

actual, potential or perceived control, accounting or reporting problems; and

●

changes in accounting principles, policies and guidelines.

In the past, securities class-action litigation has often been instituted against companies following periods of volatility in the market price of their shares. This type of litigation could result in substantial costs and divert our management’s attention and resources, which could harm our business.

The designation of our common stock as “penny stock” would limit the liquidity of our common stock.

Our common stock may be deemed a “penny stock” (as that term is defined under Rule 3a51-1 of the Exchange Act) in any market that may develop in the future. Generally, a “penny stock” is a common stock that is not listed on a securities exchange and trades for less than $5.00 a share. Prices often are not available to buyers and sellers and the market may be very limited. Penny stock in start-up companies is among the riskiest equity investments. Broker-dealers who sell penny stock must provide purchasers with a standardized risk-disclosure document prepared by the SEC. The document provides information about penny stock and the nature and level of risks involved in investing in the penny stock market. A broker must also provide purchasers with bid and offer quotations and information regarding broker and salesperson compensation and make a written determination that the penny stock is a suitable investment for the purchaser and obtain the purchaser’s written agreement to the purchase. Many brokers choose not to participate in penny stock transactions. If our common stock is deemed “penny stock,” because of penny stock rules, there may be less trading activity in any market that develops for our common stock in the future and stockholders are likely to have difficulty selling their shares.

FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our common stock.

The Financial Industry Regulatory Authority (“FINRA”), has adopted rules requiring that, in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative or low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA has indicated its belief that there is a high probability that speculative or low-priced securities will not be suitable for at least some customers. If these FINRA requirements are applicable to us or our securities, they may make it more difficult for broker-dealers to recommend that at least some of their customers buy our common stock, which may limit the ability of our stockholders to buy and sell our common stock and could have an adverse effect on the market for and price of our common stock.

Because we became a reporting company under the Exchange Act by means other than a traditional underwritten initial public offering, we may not be able to attract the attention of research analysts at major brokerage firms.

We became a public reporting company through a “reverse merger” and not by conducting an underwritten initial public offering of our common stock. Because we will not initially be listed on a national securities exchange, security analysts of brokerage firms may not provide coverage of us. Investment banks may be less likely to agree to underwrite secondary offerings on our behalf than they might if we became a public reporting company by means of an underwritten initial public offering, because they may be less familiar with our Company as a result of more limited coverage by analysts and the media, and because we became public at an early stage in our development. In addition, securities analysts of major brokerage firms may not provide coverage of our capital stock or business. We cannot assure you that brokerage firms will want to provide analyst coverage of our capital stock or business in the future. The failure to receive research coverage or support in the market for our shares will have an adverse effect on our ability to develop a liquid market for our common stock.

As a result of the consummation of the Merger, we are now obligated to develop and maintain proper and effective internal control over financial reporting. If we fail to develop and maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable laws and regulations could be impaired. In addition, the presence of material weaknesses increases the risk of material misstatement of the consolidated financial statements.

Following the consummation of the Merger, we became a public company and are required, pursuant to Section 404(a) of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting on our annual report on Form 10-K. Effective internal control over financial reporting is necessary for reliable financial reports and, together with adequate disclosure controls and procedures, such internal controls are designed to prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered in their implementation, could cause us to fail to meet its reporting obligations. Ineffective internal controls could also cause investors to lose confidence in reported financial information, which could have a negative effect on the trading price of our common stock.

The report by management will need to include disclosure of any material weaknesses identified in internal control over financial reporting. However, for as long as we are an “emerging growth company” under the JOBS Act following the consummation of the Merger, our independent registered public accounting firm will not be required to attest to the effectiveness of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act. Management’s assessment of internal controls, when implemented, could detect problems with internal controls, and an independent assessment of the effectiveness of internal controls by our auditors could detect further problems that management’s assessment might not, and could result in the identification of material weaknesses that were not otherwise identified. Undetected material weaknesses in internal controls could lead to financial statement restatements and require us to incur the expense of remediation. We are required to disclose changes made in internal controls and procedures on a quarterly basis. To comply with the public company requirements, we may need to undertake various actions, such as implementing new internal controls and procedures and hiring accounting or internal audit staff.

We are in the early stages of developing the system and processing documentation necessary to perform the evaluation needed to comply with Section 404. We may not be able to complete its evaluation, testing, and any required remediation in a timely fashion. During the evaluation and testing process, if we identify material weaknesses in internal control over financial reporting, we will be unable to assert that internal control over financial reporting is effective.

If we are unable to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion on the effectiveness of its internal control, including as a result of the material weaknesses described above, we could lose investor confidence in the accuracy and completeness of financial reports, which would cause the price of our common stock to decline, and we may be subject to investigation or sanctions by the SEC. In addition, if we are unable to continue to meet these requirements, we may not be able to remain quoted on any over-the-counter trading system, or following any potential listing, listed on any securities exchange.

A majority of the voting power of our common stock is consolidated among our executive officers and directors, which may prevent you or any new investors from influencing significant corporate decisions.

As of June 15, 2026, our executive officers and principal stockholders own shares beneficially own approximately 23.9% of the voting power of our common stock. As a result, such stockholders may have the ability to control the outcome of matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions, such as a merger, other sale of our company or our assets or significant acquisitions. This concentration of voting control will limit the ability of other stockholders to influence corporate matters and may cause us to make strategic decisions that could involve risks to you or that may not be aligned with your interests. Our stockholders are entitled to vote their shares in their own interests, which may not always be in the interests of our stockholders generally. The concentration of voting power held by our executive officers and directors may adversely affect the market price of our common stock.

We are an emerging growth company and a smaller reporting company, and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies and smaller reporting companies could make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and, for as long as we continue to be an emerging growth company, we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to emerging growth companies, including:

●

exemption from the requirement that our independent registered public accounting firm audit our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act;

●

reduced disclosure obligations regarding executive compensation in our periodic reports and annual report on Form 10-K; and

●

exemptions from the requirements of holding non-binding advisory votes on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Our status as an emerging growth company will end as soon as any of the following takes place:

●

the last day of the fiscal year in which we have more than $1.235 billion in annual revenues;

●

the date we qualify as a “large accelerated filer,” with at least $700 million of equity securities held by non-affiliates;

●

the date on which we have issued, in any three-year period, more than $1.0 billion in non-convertible debt securities; or

●

the last day of the fiscal year ending after the fifth anniversary of the first sale of our common equity securities pursuant to an effective registration statement filed pursuant to the Securities Act.

We cannot predict if investors will find our common stock less attractive if we choose to rely on any of the exemptions afforded emerging growth companies. If some investors find our common stock less attractive because we rely on any of these exemptions, there may be a less active trading market for our common stock, to the extent that such a market develops, and the market price of our common stock may be more volatile.

Under the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected to avail ourselves of this provision of the JOBS Act. As a result, we will not be subject to new or revised accounting standards at the same time as other public companies that are not emerging growth companies. Therefore, our consolidated financial statements may not be comparable to those of companies that comply with new or revised accounting pronouncements as of public company effective dates.

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 million measured on the last business day of our second fiscal quarter, or our annual revenues is less than $100 million during the most recently completed fiscal year and our voting and non-voting common stock held by non-affiliates is less than $700 million measured on the last business day of our second fiscal quarter.

We may face risks related to securities litigation that could result in significant legal expenses and settlement or damage awards.

We may in the future become subject to claims and litigation alleging violations of the securities laws or other related claims, which could harm our business and require us to incur significant costs. Significant litigation costs could impact our ability to comply with certain financial covenants under our credit agreement. We are generally obliged, to the extent permitted by law, to indemnify our current and former directors and officers who are named as defendants in these types of lawsuits. Regardless of the outcome, litigation may require significant attention from management and could result in significant legal expenses, settlement costs or damage awards that could have a material impact on our financial position, results of operations and cash flows.

Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of us, which may be beneficial to our stockholders, more difficult and may prevent attempts by our stockholders to replace or remove our current management.

Our restated certificate of incorporation and our restated bylaws that became effective upon completion of the Merger contain provisions that could delay or prevent a change in control of our company. These provisions could also make it difficult for stockholders to elect directors who are not nominated by current members of our board of directors or take other corporate actions, including effecting changes in our management. These provisions:

●

establish a classified board of directors so that not all members of our board are elected at one time;

●

permit only the board of directors to establish the number of directors and fill vacancies on the board;

●

provide that directors may only be removed “for cause” and only with the approval of a majority of our stockholders;

●

require majority voting to amend some provisions in our restated certificate of incorporation and restated bylaws;

●

authorize the issuance of “blank check” preferred stock that our board could use to implement a stockholder rights plan;

●

eliminate the ability of our stockholders to call special meetings of stockholders;

●

prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders;

●

prohibit cumulative voting; and

●

establish advance notice requirements for nominations for election to our board or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.

In addition, our restated certificate of incorporation will provide that the Court of Chancery of the State of Delaware will be the exclusive forum for: any derivative action or proceeding brought on our behalf; any action asserting a breach of fiduciary duty; any action asserting a claim against us arising pursuant to the DGCL, our restated certificate of incorporation, or our restated bylaws; or any action asserting a claim against us that is governed by the internal affairs doctrine.

Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all claims brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Our restated certificate of incorporation provides that the federal district courts of the United States of America will, unless we consent in writing to an alternative forum, be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act (“Federal Forum Provision”). Our decision to adopt a Federal Forum Provision followed a decision by the Supreme Court of the State of Delaware holding that such provisions are facially valid under Delaware law. While there can be no assurance that federal courts or state courts will follow the holding of the Delaware Supreme Court or determine that the Federal Forum Provision should be enforced in a particular case, application of the Federal Forum Provision means that suits brought by our stockholders to enforce any duty or liability created by the Securities Act must be brought in federal court and cannot be brought in state court. While neither the exclusive forum provision nor the Federal Forum Provision applies to suits brought to enforce any duty or liability created by the Exchange Act creates exclusive federal jurisdiction over all claims brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Accordingly, actions by our stockholders to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder also must be brought in federal court. Our stockholders will not be deemed to have waived our compliance with the federal securities laws and the regulations promulgated thereunder.

Any person or entity purchasing or otherwise acquiring or holding any interest in any of our securities shall be deemed to have notice of and consented to our exclusive forum provisions, including the Federal Forum Provision. These provisions may limit a stockholder’s ability to bring a claim in a judicial forum of their choosing for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us and our directors, officers, and other employees.

In addition, Section 203 of the DGCL may discourage, delay or prevent a change in control of our company. Section 203 imposes certain restrictions on mergers, business combinations and other transactions between us and holders of 15% or more of our common stock.

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.

We have never declared or paid any cash dividends on our capital stock, and we do not intend to pay any cash dividends in the foreseeable future. Any determination to pay dividends in the future will be at the discretion of our board of directors. Accordingly, investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investments.

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

Our stock price and trading volume following our quotation on the OTCQB, if any, or following our potential listing on a securities exchange, if any, will be heavily influenced by the way analysts and investors interpret our financial information and other disclosures. Securities and industry analysts do not currently, and may never, publish research on our business. If few securities or industry analysts commence coverage of us, our stock price could be negatively affected. If securities or industry analysts downgrade our common stock, or publish negative reports about our business, our stock price would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, demand for our common stock could decrease, which might cause our stock price to decline and could decrease the trading volume of our common stock.

USE OF PROCEEDS

We are filing the registration statement of which this prospectus forms a part to permit holders of the shares of common stock described in the section titled “Selling Stockholders” to resell such shares. We will not receive any proceeds from the resale of any shares offered by this prospectus by the selling stockholders. We may, however, receive up to approximately $9.5 million in aggregate gross proceeds from the cash exercise of the Placement Agent Warrants, Bridge Warrants and Legacy Warrants, to the extent they are exercised for cash. To the extent we receive cash proceeds upon the cash exercise of the Placement Agent Warrants, Bridge Warrants and Legacy Warrants, we intend to use any proceeds therefrom for general working capital and corporate purposes, including toward the research and development and commercial deployment of our M3 drone platform, the expansion of our active drone fleet and related ground infrastructure, geographic expansion into additional domestic and international markets, and investments in software, autonomy and systems required to scale our operations.

DETERMINATION OF SALE PRICE

The selling stockholders may only sell their shares of common stock pursuant to this prospectus at a fixed price of $3.00 per share until such time as our common stock is quoted on the OTCQB or another public trading market for our common stock otherwise develops. At and after such time, the selling stockholders may sell all or a portion of their shares through public or private transactions at prevailing market prices or at privately negotiated prices. The fixed price of $3.00 at which the selling stockholders may sell their shares pursuant to this prospectus was determined based upon the purchase price per share of common stock in the Private Placement. The Sale Price was negotiated between our current management and predecessors based on, among other things, the stage of development of our business, our business plans for the future and the extent to which they have been implemented, an assessment of our management, the general conditions of the securities markets and such other factors as were deemed relevant. The sale price does not necessarily bear any relationship to our asset value, net worth, revenues or other established criteria of value, and should not be considered indicative of the actual value of the shares.

We have included a fixed price at which selling stockholders may sell their shares pursuant to this prospectus prior to the time there is a public market for our stock in order to comply with the rules of the SEC that require that, if there is no market for the shares being registered, this registration statement must include a price at which the shares may be sold. Except to the extent that we are involved in an underwritten secondary offering of common stock, if any, by the selling stockholders, all shares being offered pursuant to this prospectus will be sold by the selling stockholders without our involvement.

MARKET INFORMATION FOR OUR COMMON STOCK AND DIVIDEND POLICY

Market Information

We intend to apply to have the common stock quoted on the OTCQB or another over-the-counter system as soon as practicable following the effectiveness of the Registration Statement of which this prospectus is a part. However, we cannot assure you that we will be able to do so and, even if we do so, there can be no assurance that our common stock will continue to be quoted on the OTC Markets or quoted or listed on any other market or exchange, or that an active trading market for our common stock will develop or continue. See “Risk Factors—There is currently no market for our common stock and there can be no assurance that any market will ever develop. You may therefore be unable to re-sell shares of our common stock at times and prices that you believe are appropriate.”

Dividend Policy

We have never declared or paid any cash dividends on shares of our common stock. We anticipate that we will retain all of our future earnings, if any, for use in the operation and expansion of our business and do not anticipate paying cash dividends on shares of our common stock in the foreseeable future. Any decision to declare and pay cash dividends on shares of our common stock in the future will be made at the sole discretion of our board of directors and will depend on, among other things, our results of operations, cash requirements, financial condition, contractual restrictions and other factors that our board of directors may deem relevant.

DESCRIPTION OF BUSINESS

Overview

We are building the technology platform for autonomous aerial logistics. Our integrated platform combines autonomous aircraft, automated ground stations and cloud-based software to enable high-frequency movement of small, time-sensitive goods through low-altitude airspace.

Our platform is designed to help enterprises deploy autonomous delivery networks in urban and suburban environments, reducing reliance on ground-based transportation for use cases where speed, automation, reliability and cost efficiency are critical.

We commercialize our platform through two complementary offerings: enterprise platform access, through which we provide customers with access to our drone platform and related operational infrastructure; and delivery-as-a-service (“DaaS”), through which we provide end-to-end drone delivery operations directly or through certificated operating partners, including FAA Part 135 operators in the United States.

Founded in 2011 and headquartered in Mountain View, California, we have achieved a series of industry-defining milestones that, in our view, position us at the forefront of autonomous aerial logistics:

●

First and only FAA Type Certification and Production Certification for a drone delivery system. Our Matternet M2 drone became the first non-military unmanned aircraft to achieve Type Certification from the U.S. Federal Aviation Administration (the “FAA”) in September 2022, and we subsequently obtained an FAA Production Certificate, making us the only drone delivery platform holding both certifications.

●

First commercial BVLOS urban drone delivery operations. In 2017, we began commercial BVLOS drone delivery operations over cities in Switzerland, which we believe were the first such authorized operations anywhere in the world.

●

First routine revenue-generating drone delivery operations in the United States. In 2019, in partnership with UPS Flight Forward, Inc. (“UPS Flight Forward”), we supported the launch of the first U.S. drone airline to receive FAA’s full Part 135 Standard certification, enabling the first routine commercial drone delivery operations between hospital facilities.

●

More than 60,000 flights across nine countries. Our drone delivery platforms have completed more than 60,000 cumulative flights across nine countries — including the United States, the United Kingdom, Switzerland, Germany, the United Arab Emirates, Malawi, the Dominican Republic, Papua New Guinea and Bhutan.

●

No injuries or third-party property damage. Across more than 60,000 cumulative commercial, humanitarian and test flights to date, our systems have maintained a record of no incidents resulting in injury to persons or damage to third-party property, a performance standard we believe is critical to scaling autonomous aerial logistics.

We operate through our wholly-owned operating subsidiary, Matternet Operations, Inc. Our international commercial operations are conducted by our subsidiaries in the United Kingdom, Switzerland and Greece.

Our business model is structured around two complementary commercial approaches. Under our enterprise platform access model, we provide drone access, operational software, support tools, spare parts, maintenance, cloud access, and related support services to enterprise customers under annual term arrangements. We also offer DaaS that includes the enterprise platform services together with delivery operations performed by FAA Part 135 operators or equivalent operators outside the United States, including operational responsibilities that enterprise customers may otherwise perform directly under the enterprise platform model.

Our Platform

Our technology platform consists of three integrated components:

●

the M2 aircraft;

●

our automated ground station; and

●

our software platform.

Together, these components are designed to enable autonomous, point-to-point package delivery at a unit cost that we believe is lower at scale than on-demand ground delivery.

Aircraft — Matternet M2

The M2 is a purpose-built, battery-powered, vertical takeoff and landing unmanned aircraft system engineered specifically for urban and suburban package delivery. The M2 is the only drone delivery system holding FAA Type Certification and Production Certification, and is authorized for BVLOS deliveries over urban and suburban areas. Key M2 performance characteristics include:

●

Maximum range: approximately 20 kilometers (12.4 miles).

●

Maximum payload weight: 2 kilograms (4.4 pounds).

●

Fleet control ratio: FAA-approved ratios from 3:1 up to 20:1, with a long-term objective of exceeding 100:1 as automation capabilities mature.

●

Safety systems: the M2 is equipped with anti-collision lights and an ADS-B traffic awareness system for airspace visibility, a 3D geo-fence to keep the aircraft within its authorized zone, and a Flight Termination System. Navigation safety is supported by multi-sensor fusion and in-flight monitoring.

●

Low-noise propulsion: 22-inch propellers chosen for a low acoustic signature of the aircraft in populated environments.

●

Swappable systems: a swappable lithium-ion battery pack enabling aircraft turnaround in less than 60 seconds, and swappable payload boxes of varying volumes including reusable and disposable options.

●

Operational life: 1,000 flight hours per aircraft under current design, with increased operational life targeted for the M3 platform.

Ground Station

Our ground station provides weather protection, automated charging, payload loading and battery swap, enabling high-tempo fleet operations with a minimal on-site physical footprint. The station is designed for merchant-side deployment, allowing store staff or warehouse personnel to load packages into the station in a matter of seconds without specialized training. The ground station architecture underlies our “micro-hub” operating model, in which drones are co-located with customer points of origin rather than located in centralized hubs, reducing real estate costs and “dead legs” in each delivery cycle, that we believe characterize competing architectures.

Precision Delivery

Our aircraft supports two delivery methods, enabling flexible deployment across a wide range of use cases.

●

Land and Deliver. For bi-directional deliveries, our aircraft can land at a destination to both drop off and pick up packages. This is particularly valuable in B2B and healthcare use cases where return logistics, sample collection, or multi-stop exchange missions are required.

●

Tether Drop. For direct-to-consumer and dedicated delivery locations, our aircraft uses an infrastructure-free, tether-based package drop system that enables high-accuracy placement of a package without the need for dedicated landing pads or ground equipment installed at the customer site. This capability is central to addressing consumer use cases including restaurant, convenience retail, and top-up grocery delivery.

Software Platform

Our proprietary cloud platform serves as the integrated operating system for our delivery network. Its capabilities include FAA-approved fleet supervision, real-time mission monitoring, and scalable routing across geographically distributed operations. It is designed to allow a single remotely located pilot-in-command to supervise multiple aircraft conducting simultaneous flights, and we are targeting an operational ratio of over 100 aircraft per pilot over time. The platform integrates order management, drop zone database management, aircraft configurations, simulation and training tools, ground control station interfaces, and FAA-approved pilot interfaces.

Next-Generation Platform (Matternet M3)

We are developing the Matternet M3, our next-generation drone delivery platform, to expand the addressable market and operating economics of our system by supporting larger payloads and a larger service radius. The M3 is targeted to support a maximum payload of approximately 5 kilograms (11 pounds), a service radius of approximately 10 miles and a per-hub coverage area of approximately 314 square miles, which we estimate to be approximately four times the coverage area of the M2. These specifications are intended to unlock use cases including larger restaurant meal delivery, multi-item grocery delivery and a broader range of industrial applications. The M3 is also being designed with a lower-cost production architecture, increased aircraft life, and improved serviceability, each of which is expected to support lower cost per delivery as commercial volumes scale.

Under our current development roadmap, engineering validation unit builds for the M3 are targeted in the first half of 2026, with prototype testing and initiation of regulatory approval activities in the second half of 2026, flight testing and customer pilots in the first half of 2027, and targeted commercial service entry in late 2027. Due to our extensive certification and operational experience with the M2 in the United States and abroad, we believe the path to commercial operations for the M3 will be substantially faster than the path for the M2, and substantially faster than the timeline faced by new entrants to the industry. The M3 program is subject to customary technology, certification and regulatory risks, and the development timeline could be delayed or modified based on engineering, regulatory, supply chain or customer factors.

Industry and Market Opportunity

We operate at the intersection of two large and structurally-inefficient logistics markets: last-mile parcel delivery and on-demand delivery. We estimate that in the United States alone, there are more than 5 billion on-demand deliveries per year across food, convenience retail, grocery and healthcare verticals, with this aggregate volume growing at an estimated 9% compound annual growth rate. We view the subset of these that fall within our platform’s current payload, range and operating-approval envelope, rather than the total market, as our near-term serviceable opportunity. Today, these deliveries are overwhelmingly performed by a human driving a multi-thousand-pound vehicle across an urban or suburban area, typically transporting one to three packages at a time, with typical delivery times of 30 to 90 minutes and typical end-user delivery fees of more than $10 plus tip.

We believe autonomous aerial delivery represents a new logistics layer capable of addressing these inefficiencies for lightweight, time-sensitive goods. By co-locating drones and ground stations at or near customer points of origin, our micro-hub model is intended to reduce the real estate requirements, distance, route inefficiency and idle time associated with centralized delivery networks. Our ability to support both “land and deliver” missions and infrastructure-free tether drops further expands the range of commercial use cases our platform can address.

Our internal unit economics modeling indicates that, at scale, our platform can deliver packages in 5 to 15 minutes at a cost below $3 per delivery, representing what we believe is an up to 10x improvement in speed at substantially reduced cost and zero direct emissions relative to incumbent ground-based alternatives. These unit economics assume targeted fleet utilization, station density, aircraft availability and drone-to-operator ratios that have not yet been achieved at scale, and actual results will depend on our ability to execute against our operating plan.

Why Now

We believe three forces are converging to create an inflection point for drone delivery in the United States and other developed markets:

●

Regulatory progress. The FAA is advancing a comprehensive beyond visual line of sight rulemaking framework (proposed Part 108) that, if and when finalized, is expected to provide a standardized pathway from one-off, exemption-based approvals to scaled national drone delivery operations.

●

Federal policy backing U.S. platforms. Recent U.S. federal policy actions aimed at accelerating domestic drone integration into U.S. logistics, together with restrictions on Chinese-origin unmanned aircraft systems, have strengthened the competitive position of trusted U.S.-based providers.

●

Enterprise adoption. Leading enterprises, including Walmart, Amazon, DoorDash and Uber, have publicly committed to drone delivery programs, signaling a shift from isolated pilots to scaled deployment and, in our view, accelerating enterprise customer demand across the food, retail and parcel verticals.

●

Structural last-mile economics. Last-mile delivery remains the most expensive and least efficient segment of the logistics chain, pressured by driver labor availability and cost, traffic congestion and rising customer expectations for speed. We believe these pressures increase demand for automated alternatives that can lower delivery cost, improve speed and reliability, and extend service to areas that are difficult or uneconomical to serve with traditional ground couriers.

We believe Matternet is positioned to benefit from these trends because we have already achieved FAA Type Certification and Production Certification for the M2 platform, supported commercial operations in multiple countries, accumulated more than 60,000 cumulative flights, and developed a partner-led operating model with FAA Part 135 operators and international operating partners. Our strategy is to use these regulatory, safety and operational assets as a foundation to transition from early healthcare and pilot deployments toward larger-scale commercial networks across healthcare, food, grocery, convenience retail, industrial and other lightweight logistics use cases.

Our Strategy

Our strategy is to build the leading autonomous aerial logistics technology platform serving urban and suburban delivery markets by combining certified, safe-by-design technology; a scalable, partner-led operating model; and a dual-track commercial approach that combines customer-operated services with DaaS. The principal components of our strategy are:

●

Maintain and extend our regulatory leadership. We intend to build on our FAA Type Certification and Production Certification by seeking timely regulatory approvals for the M3 platform, expanding the envelope of authorized operations under existing and future rulemakings, and pursuing regulatory approvals in additional international markets.

●

Scale through a partner-led operating model. Rather than operating our own airline in every geography, we have developed a partner-led model under which FAA Part 135-certified operators perform commercial flight operations using our systems. Our operating partners include UPS Flight Forward (the first FAA Part 135 Standard-certificated drone airline in the United States) and Ameriflight (the largest Part 135 cargo airline in the United States). Outside the United States, we plan to partner with suitably approved operators that hold the equivalent authorizations under their respective civil aviation authorities. We believe this approach allows us to enter new geographies and use cases without having to scale operating infrastructure or headcount in lockstep with demand.

●

Extend commercial reach through strategic partnerships. In April 2026, we announced a strategic partnership with SoftBank Robotics America (“SBRA”), the North American arm of SoftBank Robotics. Under the partnership, Matternet and SBRA plan to collaborate on the commercialization and deployment of drone delivery solutions for enterprise customers. SBRA is also expected to support manufacturing, installation and maintenance of our ground infrastructure.

●

Pursue a disciplined dual-track go-to-market. Our customer-operated services model targets large logistics operators, including UPS, FedEx and Amazon, that operate their own flight operations. Our DaaS model targets retailers, delivery marketplaces and healthcare providers who wish to purchase delivery services rather than aircraft, and is delivered through our operating partners. We can tailor our commercial posture to the needs of each vertical, which we believe maximizes the addressable customer base for our platform.

●

Expand into high-volume verticals. Our M2 platform’s FAA Type Certification and Production Certification, together with the FAA operational authorities held by our Part 135 operating partners, provide a foundation we intend to leverage to expand from our initial healthcare and early enterprise deployments into the largest-volume segments of the on-demand delivery market. We are prioritizing food and grocery on-demand delivery, which we believe together represent the largest on-demand delivery volume opportunity in the United States, together with convenience retail, e-commerce last-mile and other high-volume verticals.

●

Protect and extend our intellectual property position. We have developed a foundational intellectual property portfolio spanning system and network architecture as well as software and hardware inventions, with our earliest filings dating from 2012. We intend to continue investing in the creation and protection of intellectual property that we believe is difficult to replicate or design around.

Commercial Operations and Customers

Our systems are currently operating primarily in the United States and the United Kingdom. Commercial operations to date have focused primarily on healthcare logistics, in which our drones are used to move clinical samples, pharmaceuticals and other items between hospital facilities, and on selected food delivery pilots. Representative current and recent commercial engagements include the following:

●

NHS England / Apian (London). We have launched an operation to deliver clinical samples, blood products and pharmaceuticals between central London hospital facilities under an operation conducted by our UK subsidiary together with Apian, a healthcare logistics partner of NHS. The program was announced publicly in April 2026.

●

Atrium Health / UPS Flight Forward. Since 2020, we have supported UPS Flight Forward in delivering clinical samples, pharmaceuticals and other medical items between Atrium Health hospital facilities in the United States, following the first routine revenue-generating drone delivery operations in the United States, which UPS conducted using our M2 drone delivery platform at WakeMed Health, also in North Carolina.

●

Dave’s Hot Chicken. In October 2025, we announced a drone delivery pilot with Dave’s Hot Chicken under which eligible residents of Northridge, a suburb of Los Angeles, California, were able to place orders through the Dave’s Hot Chicken website and receive hot food delivered directly to their homes by our autonomous M2 drones from Dave’s Hot Chicken’s Northridge location. The pilot built on our direct-to-home drone delivery service in Silicon Valley, which has been in operation since October 2024.

In addition to our publicly announced commercial engagements, we are engaged in discussions with prospective customers across food delivery, convenience retail, healthcare and industrial logistics. Our commercial pipeline is currently weighted toward DaaS opportunities and is U.S.-focused in the near term. There can be no assurance that any of these opportunities will result in definitive contracts or, if so, will generate material revenue. Customers contracting for service on the M2 platform are generally expected to transition to the M3 platform upon commercial availability.

Revenue Model

We generate revenue through the following principal streams:

●

Enterprise platform access. We provide customers access to our integrated drone platform and related operational infrastructure, including aircraft availability, cloud-based software access, tooling and spare parts, maintenance, support, training, and reporting services, while the customer performs delivery operations using our technology.

●

Delivery-as-a-Service (“DaaS”). We install, operate, and manage drone delivery networks on behalf of customers, including remote piloting, ground operations, system maintenance, cloud platform access, reporting, training, and operational support services.

Strategic and Operating Partnerships

A central element of our strategy is to scale our platform through a network of specialized partners whose capabilities complement our core strengths in technology development, certification and system integration.

SoftBank Robotics America. Our strategic partnership with SBRA, announced in April 2026, is expected to support M3 ground infrastructure manufacturing, installation and maintenance, and to extend our commercial reach through co-selling. We believe SBRA’s experience integrating and deploying robotics at scale for enterprise customers across multiple industries is complementary to our go-to-market strategy for the M3 platform.

UPS Flight Forward. Our longest-standing U.S. commercial and operating partner, UPS Flight Forward is the first FAA Part 135 Standard-certificated drone airline in the United States. UPS Flight Forward has operated our M2 drones continuously since 2019 for customers under commercial contracts entered into by UPS, and runs a central remote operations center that can support operations at multiple customer sites.

Ameriflight. Ameriflight is the largest FAA Part 135 cargo airline in the United States. Ameriflight is authorized to operate the M2 under its Part 135 certificate, enabling geographic and use-case expansion without Matternet operating its own airline.

We believe this partner-led model creates a structural advantage by expanding our commercial footprint and operating capacity without requiring proportional growth in Matternet headcount, without tying the business to a single operator.

Technology, Research and Development

Technological Capabilities

Over more than a decade of research, development, and commercial operations, we have built what we believe is one of the most extensive sets of technological capabilities across the full stack of autonomous drone delivery; from aircraft design and certification to ground infrastructure, fleet automation, and network operations. These capabilities include autonomous BVLOS flight systems for urban and suburban environments; modular, certifiable aircraft architecture; automated payload handling, battery swap, and charging; infrastructure-free tether-based delivery; and fleet supervision and routing through our cloud-based software platform. We believe this depth of experience and breadth of capability is reflected in the only drone delivery system in its class to have received FAA Type Certification.

Research and Development

Our research and development efforts are focused on (i) sustaining engineering and incremental capability expansion of the M2 platform in support of our existing customers and operating partners, (ii) development and certification of the M3 platform, and (iii) continued advancement of our autonomy, precision delivery and fleet management software. A portion of our research and development spending is expected to support the expansion of our engineering and operations headcount, including hiring in aerospace engineering, software and systems integration disciplines. A portion of the net proceeds of the Private Placement is expected to be allocated to the development and commercial launch of the M3 platform and related production infrastructure.

Intellectual Property

As of March 31, 2026, we have six patents issued in the United States, seven patents issued in international jurisdictions, three patent applications pending in the United States, and eight patent applications pending in international jurisdictions, with our earliest foundational filings dating to 2012. Our U.S. patents expire between approximately 2033 and 2036. Our intellectual property portfolio spans network- and system-level architecture — including patents directed to autonomous delivery network architectures comprising autonomous drones, ground infrastructure (stations) and software, dynamic route generation based on payload, station and aircraft availability, and multi-aircraft route orchestration — and hardware-level inventions, including patents directed to landing systems for package drop-off and automated drone loading, automated battery charger and swapping, airspace sensing and obstacle detection, and package and aircraft diagnostics for predictive maintenance and servicing. We believe this combination of overlapping network-, system- and hardware-level protection, together with our brand and regulatory assets, makes our platform difficult to copy and difficult to design around.

We also rely on a combination of trade secrets, know-how, copyrights, trademarks and confidentiality and invention assignment agreements with our employees, contractors and partners to protect our proprietary technology. Our existing and future issued patents may be contested, challenged, circumvented, invalidated or limited in scope in the future, and our current and future patent applications may not result in issued patents. If we cannot protect, maintain and, if necessary, enforce our intellectual property rights, our ability to develop and commercialize products will be adversely impacted.

Competition

The autonomous aerial logistics industry is rapidly evolving and competitive, and we expect competition to intensify as the market matures. We believe the principal competitive factors in our markets are: regulatory status and authorized operating envelope; safety record; unit economics at scale; payload, range and coverage capabilities; speed and reliability of delivery; ability to serve urban and suburban environments; breadth and quality of operating partnerships; strength of intellectual property position; and trusted-vendor status with government and enterprise customers.

Our principal competitors include Amazon Prime Air (a subsidiary of Amazon.com, Inc.), Wing Aviation LLC (a subsidiary of Alphabet Inc.) and Zipline International Inc. Each of these competitors has substantially greater financial, technical and operational resources than we do, and in some cases has deployed commercial operations in other geographies or use cases. We also face potential competition from large logistics companies that may develop or acquire proprietary drone delivery capabilities, from emerging drone manufacturers and software companies, and from adjacent autonomous delivery technologies including sidewalk and wheeled delivery robots. Rapid technological change could render our current products less competitive if we are unable to continue to innovate.

We believe our key differentiators relative to our competitors include: our FAA Type Certification and Production Certification; our more than 60,000 cumulative commercial and test flights across nine countries with no incidents resulting in injury to persons or damage to third-party property; our micro-hub operating model, which reduces dead legs and merchant-side handling relative to centralized hub architectures; our partner-led operating model, which leverages multiple FAA Part 135 operators without single-operator dependency; and the breadth of our foundational intellectual property portfolio.

Manufacturing and Operations

We operate a production facility in Mountain View, California, supporting the assembly, test, quality acceptance and delivery of our M2 aircraft and ground stations. Our production processes are designed to comply with our FAA Production Certificate, which imposes quality management, documentation and conformity requirements. As we scale the M2 platform and prepare for the commercial launch of the M3 platform, we intend to expand our production capacity. Depending on commercial requirements, capital efficiency and the availability of qualified partners, we may continue to manage aircraft production directly at facilities operated by us, whether in the United States or internationally, or we may elect to outsource all or a portion of aircraft production to qualified third-party contract manufacturers. We may similarly produce our ground infrastructure in-house or through partners, including pursuant to our strategic partnership with SoftBank Robotics America, which is expected to support manufacturing, installation and maintenance of our M3 ground infrastructure.

Raw Materials and Suppliers

The manufacture of our systems depends on the availability of a range of raw materials and components, including airframe composites, electric propulsion systems, lithium-ion batteries, sensors, semiconductors and cellular communications modules. We source components from a combination of domestic and international suppliers, and in certain cases from single or limited sources. We seek to mitigate supply chain risk through qualification of alternative suppliers, inventory management and long-term supply arrangements where appropriate. Our business is subject to supply chain disruptions, geopolitical risks and macroeconomic conditions that could affect component availability, manufacturing costs and customer demand.

Government Regulation

Our business is subject to extensive regulation in the United States and in each jurisdiction in which we or our operating partners conduct flight operations. We are particularly dependent on regulatory frameworks governing the design, certification, production, maintenance and operation of unmanned aircraft systems, as well as on the terms of the specific type, production, maintenance, operating and airspace authorizations we and our partners hold.

U.S. Regulation

In the United States, commercial drone operations are regulated by the FAA, which has authority over airspace, aircraft certification, aircraft production, aircraft maintenance and flight operations. Our M2 drone holds a Standard Type Certificate issued by the FAA, which authorizes the aircraft’s design, and we hold a Production Certificate issued by the FAA, which authorizes its series production. In addition, we hold an FAA Air Agency Certificate authorizing us to operate an FAA-approved repair station under Part 145, which allows us to perform maintenance, preventive maintenance and alterations on our aircraft and supporting systems. We believe we are the only drone delivery platform that holds FAA Type Certification and FAA Production Certification.

Commercial flight operations of our aircraft in the United States are conducted under FAA Part 135 authority held by our operating partners, including UPS Flight Forward and Ameriflight. Operations beyond visual line of sight are currently conducted pursuant to specific FAA waivers and authorizations. The FAA has published a Notice of Proposed Rulemaking for a standardized regulatory framework for routine BVLOS operations of unmanned aircraft systems, commonly referred to as proposed Part 108. Although we believe the finalization of Part 108 would expand the operating envelope for our platform and accelerate the scale of the autonomous aerial logistics industry, the timing and final content of Part 108 are uncertain. Changes to, or delays in, the rulemaking process could alter the assumptions underlying our operating plan. We, directly and through industry associations, actively engage with the FAA and other U.S. government stakeholders on rulemaking activities relevant to our industry.

Flight operations of our aircraft are federally regulated under the exclusive jurisdiction of the FAA, while the siting of ground infrastructure and related land-use matters remain subject to state and local zoning, noise, privacy and similar laws. In addition to the FAA, our U.S. operations are subject to regulation by the Federal Communications Commission with respect to the wireless spectrum used by our systems.

International Regulation

Our international operations are subject to the aviation and related laws and regulations of each jurisdiction in which we or our local partners operate. These frameworks may include civil aviation authority approvals, operator certifications, cross-border data transfer requirements and operational airspace limitations. BVLOS frameworks remain under development in many jurisdictions and may develop unevenly across markets. Our principal international regulatory authorizations are summarized below.

Switzerland — Swiss Federal Office of Civil Aviation (“FOCA”). We have held BVLOS operational approvals from FOCA since 2017, when we believe we became the first company in the world authorized for commercial BVLOS drone delivery operations over cities. In 2022, we launched what we believe is the longest urban BVLOS drone delivery route over a major city, connecting Triemli and Waid Hospitals (part of Stadtspital Zürich) over a five-kilometer route. In 2024, we received from FOCA a Light UAS Operator Certificate (known as an “LUC”) for higher-risk SAIL III operations, which we believe was the first LUC of its kind issued by FOCA. The LUC allows us to self-authorize new BVLOS operations within Switzerland, subject to the scope of the certificate, and is generally recognized for purposes of accelerating similar approvals throughout the European Union.

Germany — Luftfahrt-Bundesamt (“LBA”). In December 2023, we received approval from the LBA, Germany’s Federal Aviation Office, to operate the M2 platform on a BVLOS basis in central Berlin, which we believe was the first BVLOS drone delivery approval of its kind in Berlin. The LUC referenced above also allows us to self-authorize new BVLOS operations within the Federal State of Berlin, subject to the scope of the certificate.

United Kingdom — Civil Aviation Authority (“CAA”). Our United Kingdom operations are conducted under BVLOS authorizations issued by the UK CAA, which regulates UK airspace and civil aviation activities, including unmanned aircraft systems. Our current UK program, operated by our UK subsidiary, provides drone delivery of diagnostic samples, laboratory specimens and pharmaceuticals between central London hospital facilities of the National Health Service.

Kingdom of Saudi Arabia — General Authority of Civil Aviation (“GACA”). In September 2023, we received a Type Acceptance Certificate from GACA for the Matternet M2, which recognizes our FAA Type Certificate as meeting GACA’s airworthiness requirements for the M2. We believe we were the first drone delivery platform to receive such Type Acceptance from GACA.

United Arab Emirates — General Civil Aviation Authority. In September 2021, we conducted drone delivery operations over the city of Abu Dhabi. We believe we were the first company to receive authorization for drone delivery services in the Emirate.

We expect our international regulatory footprint to continue to evolve as we and our partners pursue additional authorizations in existing and new jurisdictions. In addition, we believe our FAA Type Certification and Production Certification provide a meaningful basis for the recognition of the M2 platform’s airworthiness by foreign civil aviation authorities, and we expect to continue to pursue such recognition as a path to accelerated international approvals.

Other Regulations

We are subject to U.S. export control laws, including the Export Administration Regulations administered by the U.S. Department of Commerce’s Bureau of Industry and Security, as well as economic sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury. We are also subject to privacy, data protection and cybersecurity laws and regulations in the jurisdictions in which we operate, including the General Data Protection Regulation in the European Union and the United Kingdom and the California Consumer Privacy Act (as amended) in California, which govern the collection, use, transfer and storage of personal information.

Human Capital Resources

As of March 31, 2026, we had a multidisciplinary workforce of 31 employees distributed primarily across our Mountain View, California headquarters, additional employee locations elsewhere in the United States, and our subsidiaries in the United Kingdom and Switzerland.

We are committed to operating a safe workplace. Our safety philosophy extends from the design and operation of our aircraft, where we have a record of no incidents resulting in injury to persons or damage to third-party property across more than 60,000 cumulative flights, to the physical safety and well-being of our employees and contractors.

Competitive Pay and Benefits

We provide compensation and benefits packages that are competitive within our industry, offering a combination of cash and equity compensation, among other benefits, to attract, motivate and retain employees, including retirement programs, paid time off and health benefits.

Employee Recruitment, Retention, and Development

We believe our unique corporate culture, competitive compensation and benefits programs, and career growth and development opportunities promote longer employee tenure and reduce turnover. We monitor employee turnover rates as our success depends upon retaining and investing in its highly skilled technical staff.

Property

We do not own real property. We lease our facilities, which currently consist of the following:

●

approximately 12,769 rentable square feet in Mountain View, California, which serves as our corporate headquarters and production facility;

●

a flight-test site in Pittsburg, California used for flight testing and related drone operations;

●

approximately 1,500 square feet of office and storage space in Dübendorf, Switzerland, used by our Swiss subsidiary to support our European commercial operations; and

●

an office in central London used by our United Kingdom subsidiary to support our United Kingdom commercial operations.

We believe our facilities are adequate and suitable for our current needs and that, should it be needed, suitable additional or alternative space will be available to accommodate our operations in the future.

Litigation

From time to time, we may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are not subject to any pending legal proceedings, notices, citations, or requests for any corrective action by any state or federal court, local, state, or federal government agency or body which we believe could have a material adverse effect on our business, financial condition or results of operations.

Available Information

Our website is www.matternet.com. We can be contacted at [email protected]. We are subject to the informational requirements of the Exchange Act and file or furnish reports, proxy statements, and other information with the SEC. Such reports and other information filed by us with the SEC will be available free of charge at www.matternet.com when such reports are available on the SEC’s website. The SEC maintains a website that contains reports, proxy and information statements, and other information that issuers file electronically with the SEC at www.sec.gov.

The contents of the websites referred to above are not incorporated into the prospectus which forms a part of this registration statement. Further, our references to the URLs for these websites are intended to be inactive textual references only.

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 in conjunction with the audited financial statements for the years ended September 30, 2024 and 2025 as well as the unaudited interim condensed financial statements for the six months ended March 31, 2025 and 2026 and the related notes thereto, included elsewhere in this prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business, includes forward-looking statements involving risks and uncertainties as described under the heading “Forward-Looking Statements” elsewhere in this prospectus. You should review the section titled “Risk Factors” in this prospectus for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements and could otherwise affect our intended plans of operations.

Overview

We are building the technology platform for autonomous aerial logistics. We design, develop and manufacture commercial drone delivery systems for urban and suburban environments, comprising an integrated platform of autonomous aircraft, automated ground stations and cloud-based software. Our platform is designed to help enterprises deploy autonomous delivery networks, reducing reliance on ground-based transportation for use cases where speed, automation, reliability and cost efficiency are critical. We expect to commercialize our platform through two complementary offerings: enterprise platform access, through which we provide customers with access to our drone platform and related operational infrastructure; and delivery-as-a-service (“DaaS”), through which we provide end-to-end drone delivery operations directly or through certificated operating partners. Founded in 2011 and headquartered in Mountain View, California, we believe our regulatory, technical and operational milestones position us at the forefront of autonomous aerial logistics.

The Merger

On May 22, 2026 (the “Closing Date”), LAVC, Acquisition Sub and Legacy Matternet entered into the Merger Agreement. Pursuant to the terms of the Merger Agreement, on the Closing Date, Acquisition Sub merged with and into Legacy Matternet, with Legacy Matternet continuing as the surviving corporation. As a result of the Merger, Legacy Matternet became our wholly owned subsidiary and will continue its existing business operations. Additionally, we changed our name to Matternet, Inc. and will continue to be a public reporting company. At the effective time of the Merger (the “Effective Time”), we issued 33,464,495 shares of our common stock to existing holders of Legacy Matternet common stock. LAVC’s existing stockholders continued to hold an aggregate of 2,683,333 Retained Pre-Merger Shares.

The Private Placement

Immediately following the Effective Time of the Merger and in a subsequent closing held on June 9, 2026, we sold 9,552,427 shares of our common stock at a purchase price of $3.00 per share in a private placement to certain accredited and institutional investors. In connection with the Private Placement, we also issued to the Placement Agents the Placement Agent Warrants to purchase an aggregate of 677,260 shares of common stock at an exercise price of $3.00 per share. Net of offering expenses, we received approximately $20.7 million in net proceeds from the Private Placement. We used approximately $4.2 million of the net proceeds to immediately retire outstanding indebtedness under certain promissory notes as discussed below under “Indebtedness – 2025 Promissory Notes.” We expect to use the balance of the net proceeds for operating expenses, capital expenditures, working capital, and other general corporate purposes. These uses are expected to include the commercial deployment of our drone platform, expansion of our active drone fleet and related launch, landing, and operational infrastructure, geographic expansion into additional domestic and international markets, and increased headcount to support engineering, flight operations, regulatory compliance, and commercial partnerships. The proceeds will also support investments in software, autonomy, and systems required to scale delivery volumes over time.

Accounting Considerations

The historical financial statements included elsewhere in this prospectus contains descriptions of Legacy Matternet’s previously outstanding common stock; however, in connection with the Merger, all shares of Legacy Matternet common stock were converted into shares of our common stock. See “Merger” and “The Private Placement” above for detailed information regarding the Transactions and the related conversion of the shares of Legacy Matternet’s common stock.

For financial reporting purposes, the Merger was treated as a recapitalization and reverse acquisition. Legacy Matternet is considered the acquiror for accounting purposes, meaning that the historical financial results of Legacy Matternet prior to the Merger are considered our historical financial results under applicable accounting principles. Thus, a discussion of the past financial results of LAVC is not pertinent.

Components of Results of Operations

Revenue

We generate revenue through the following principal streams:

●

Operating Expenses

General and Administrative Expenses

General and administrative expenses primarily consist of personnel compensation costs, including stock-based compensation for executive management and administrative functions, including finance and accounting, legal, and human resources, as well as general corporate expenses and general insurance.

Research and Development Expenses

Research and development (“R&D”) expenses primarily represent costs incurred to develop our technology. These costs consist of personnel compensation costs, including stock-based compensation, for employees in engineering, design and product development, and prototype materials (hardware and software) costs incurred during the product design process. Substantially all of our R&D expenses are related to developing new products and services, improving existing products and services, and developing product production processes. We expense all R&D costs in the periods in which they are incurred.

Sales and Marketing Expenses

Sales and marketing expenses consist primarily of compensation and related costs for personnel, including stock-based compensation, employee benefits, and associated travel costs. We expense sales and marketing expenses as incurred.

Other Income (Expense)

Other income (expense), net consists primarily of interest expense associated with our convertible notes and non-cash gains and losses resulting from changes in the fair value of our derivative liabilities and warrant liabilities.

Results of Operations

Certain amounts included herein have been rounded for ease of presentation. Accordingly, numbers presented may not sum precisely due to rounding.

Comparison of the Six Months Ended March 31, 2026 and 2025

The following table sets forth our consolidated financial data for the periods indicated (in thousands):

	Six Months Ended March 31,
	2026			2025			Change
Revenues	$	134		$	132		$	3
Cost of revenues		194			125			69
Gross profit		(59	)		7			(66	)
Operating expenses:
Research and development		2,171			1,631			540
General and administrative		4,253			2,312			1,941
Sales and marketing		267			109			158
Total operating expenses		6,691			4,052			2,639
Loss from operations		(6,750	)		(4,046	)		(2,705	)
Other income (expense):
Interest expense (non-cash)		(297	)		(1,611	)		1,314
Interest expense		(678	)		(508	)		(170	)
Change in fair value of derivative liabilities		-			1,306			(1,306	)
Change in fair value of warrant liabilities		(725	)		(85	)		(641	)
Other income (expense)		1,286			349			936
Total other expense		(414	)		(547	)		133
Net loss before income taxes		(7,164	)		(4,593	)		(2,572	)
Income tax provision (benefit)		4			8			(4	)
Net loss	$	(7,168	)	$	(4,601	)	$	(2,567	)

Revenues

Revenues did not change materially in the six months ended March 31, 2026, compared to the six months ended March 31, 2025.

Cost of Revenues

Cost of revenues increased $0.1 million in the six months ended March 31, 2026, compared to the six months ended March 31, 2025, primarily due to an increase in depreciation expense as additional drones were placed into service.

Operating Expenses

R&D expenses increased by $0.5 million in the six months ended March 31, 2026, compared to the six months ended March 31, 2025. The increase was primarily driven by a non-recurring bonus of $0.5 million. In addition, R&D expenses increased due to higher prototype drone costs.

General and administrative expenses increased by $1.9 million in the six months ended March 31, 2026, compared to the six months ended March 31, 2025. The increase was primarily driven by a non-recurring bonus of $0.7 million and an increase in salaries and related expenses. Consulting expenses increased by approximately $0.5 million, with the remaining increase attributable to higher legal fees and start-up costs associated with our Matternet UK entity.

Sales and marketing expenses increased by $0.2 million in the six months ended March 31, 2026, compared to the six months ended March 31, 2025. The increase was driven by higher marketing consulting expenses during the six months ended March 31, 2026.

Other Income (Expense)

Interest expense (non cash) decreased by $1.3 million in the six months ended March 31, 2026, compared to the six months ended March 31, 2025. The decrease was due to a decrease in the amortization of debt discount as the 2023 and 2024 notes were converted in September 2025.

Interest expense increased by $0.2 million in the six months ended March 31, 2026, compared to the six months ended March 31, 2025. The increase is related to promissory notes issued in January 2025 and March 2026 and still outstanding as of March 31, 2026.

Changes in fair value of derivative and warrant liabilities for the six months ended March 31, 2026, compared to the six months ended March 31, 2025 are due to recognition of changes in the fair value during the periods.

Other income (expense) increased by $0.9 million in the six months ended March 31, 2026, compared to the six months ended March 31, 2025. The increase was related to the receipt of proceeds from our federal COVID-19 employee retention credit (“ERC”) claim.

Comparison of the Fiscal Years Ended September 30, 2025 and 2024

The following table sets forth our consolidated statements of operations data for the periods indicated (in thousands):

	Year ended September 30,
	2025			2024			Change
Revenues	$	393		$	543		$	(150	)
Cost of revenues		598			906			(308	)
Gross profit (loss)		(205	)		(363	)		158
Operating expenses:
Research and development		2,998			3,411			(413	)
General and administrative		4,719			4,922			(203	)
Sales and marketing		220			222			(2	)
Total operating expenses		7,936			8,554			(618	)
Loss from operations		(8,141	)		(8,917	)		776
Other income (expense):
Interest expense (non-cash)		(4,643	)		(2,053	)		(2,590	)
Interest expense		(1,070	)		(674	)		(396	)
Change in fair value of derivative liabilities		(19,026	)		(1,568	)		(17,459	)
Change in fair value of warrant liabilities		(365	)		131			(496	)
Gain on extinguishment on debt		1,573			-			1,573
Other income		696			188			508
Total other expense		(22,837	)		(3,976	)		(18,861	)
Net loss before income taxes		(30,978	)		(12,894	)		(18,085	)
Income tax provision		8			4			5
Net loss	$	(30,987	)	$	(12,897	)	$	(18,089	)

Revenues

Revenues decreased $0.2 million in fiscal 2025, compared to fiscal 2024. The decrease was primarily attributable to a contract change with a customer that decreased recurring revenue.

Cost of Revenues

Cost of revenues decreased by $0.3 million in fiscal 2025 compared to fiscal 2024, primarily due to a write-off of obsolete materials and drones recognized in fiscal 2024 that did not recur in fiscal 2025. In addition, cost of revenues decreased due to lower salaries and related costs associated with customer support personnel.

Operating Expenses

R&D expenses decreased by $0.4 million in fiscal 2025 compared to fiscal 2024. The decrease in R&D expenses is primarily attributable to a reduction in salaries and benefits associated with lower headcount.

The decrease in headcount occurred during fiscal 2024 and resulted in reduced payroll-related costs in fiscal 2025.

General and administrative expenses decreased by $0.2 million in fiscal 2025 compared to fiscal 2024, primarily due to a reduction in salaries and benefits associated with lower headcount. The decrease in headcount occurred during fiscal 2024 and resulted in reduced payroll-related costs in fiscal 2025.

Sales and marketing expenses did not change materially in fiscal 2025 compared to fiscal 2024.

Other Income (Expense)

Interest expense (non cash) increased by $2.6 million in fiscal 2025 compared to fiscal 2024. The increase was due to increased amortization of debt discounts associated with convertible notes, including the impact of embedded derivative features, that were issued in fiscal 2024 and were outstanding for the majority of fiscal 2025.

Interest expense increased by $0.4 million in fiscal 2025 compared to fiscal 2024. The increase was due to the additional convertible notes that were issued in fiscal 2024 and were outstanding for the majority of fiscal 2025.

Changes in fair value of derivative and warrant liabilities in fiscal 2025 compared to fiscal 2024 are due to the fair value changes in the warrants and embedded derivatives during fiscal 2025.

Gain on extinguishment of debt increased by $1.6 million in fiscal 2025 compared to fiscal 2024 due to the derecognition of the embedded derivative liability associated with the convertible notes, along with the extinguishment of the existing debt, partially offset by the recognition of the modified debt instrument and related components.

Other income increased by $0.5 million in fiscal 2025 compared to fiscal 2024. The increase was primarily related to $0.4 million of proceeds received from our ERC claim during fiscal 2025.

Liquidity and Capital Resources

Since inception, we have financed our operations primarily through the issuance and sale of equity securities and debt instruments. Our primary requirements for liquidity and capital are to finance working capital and capital expenditures associated with operating and managing the company, as well as for general corporate purposes. As of March 31, 2026, our principal source of liquidity was our cash balance of $4.6 million and we anticipate that future sources of liquidity will principally come from sales of common stock and other equity instruments. Since our inception, we have generated significant operating losses as reflected in our accumulated deficit of $137.8 million as of March 31, 2026. We also generated negative operating cash flow of $4.8 million for the six months ended March 31, 2026.

We used $4.2 million of the net proceeds to immediately retire outstanding indebtedness under certain promissory notes as discussed below under “Indebtedness – 2025 Promissory Notes”. We expect to use the balance of the net proceeds for operating expenses, capital expenditures, working capital, and other general corporate purposes. These uses are expected to include the commercial deployment of our M3 drone platform, expansion of our active drone fleet and related launch, landing, and operational infrastructure, geographic expansion into additional domestic and international markets, and increased headcount to support engineering, flight operations, regulatory compliance, and commercial partnerships. The proceeds will also support investments in software, autonomy, and systems required to scale delivery volumes over time. Based on recurring losses from operations incurred since inception and the expectation of continued operating losses for at least the near term, there can be no assurance that our existing cash, together with the net proceeds from the Private Placement, will be sufficient to fund our operations for the next twelve months. Accordingly, we determined that there is substantial doubt about our ability to continue as a going concern. Our independent registered public accounting firm included an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern. We are actively evaluating potential financing sources available to us, but there can be no assurance that financing will be available on terms acceptable to us, on a timely basis, or at all. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interest of our stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of common stockholders. However, our management team will have broad discretion in making strategic decisions to execute our growth plans, and there can be no assurance that management’s decisions will result in successful achievement of our business objectives. In addition, our estimate as to the sufficiency of our current cash, cash equivalents and short-term investments and our current operating plan as discussed above are based on assumptions that may prove to be wrong, and we could deplete our capital resources sooner than we currently anticipate.

We expect our near-term use of available capital to be concentrated on advancing development of the M3 platform, supporting regulatory and certification activities, preparing for customer pilots, deploying and supporting ground infrastructure, investing in software and autonomy, and funding working capital and public-company operating costs. The timing and amount of spending across these priorities will depend on, among other things, engineering progress, regulatory requirements, customer demand, partner readiness, supply chain conditions and the availability of additional capital. We will require additional capital to fund our operations and our growth plans, including the development and commercialization of the M3 platform, and there can be no assurance that such capital will be available on acceptable terms, on a timely basis or at all. See the going-concern discussion above and the related risk factors.

Cash Flows

Six Months Ended March 31, 2026 and 2025

As of March 31, 2026, our cash and cash equivalents were $4.6 million. The following table shows a summary of our cash flows for the periods presented (in thousands):

	Six Months Ended March 31,
	2026			2025			Change
Net cash used in operating activities	$	(4,781	)	$	(3,187	)	$	1,593
Net cash used in investing activities		(405	)		(3	)		402
Net cash provided by financing activities		9,525			2,378			(7,147	)
Net increase (decrease) in cash	$	4,339		$	(812	)	$	(5,151	)
Cash, beginning of period		294			1,415			1,121
Cash, end of period	$	4,633		$	603		$	(4,030	)

Operating Activities

Net cash used in operating activities was $4.8 million and $3.2 million for the six months ended March 31, 2026 and 2025, respectively. The increase in cash used of approximately $1.6 million was primarily driven by a higher net loss of $7.2 million in the 2026 period compared to $4.6 million in the 2025 period, partially offset by higher non-cash adjustments including stock-based compensation of $0.4 million, depreciation of $0.1 million, and a loss on remeasurement of warrant liabilities of $0.7 million. Amortization of debt discount decreased to $0.3 million in the 2026 period from $1.6 million in the prior period, reflecting lower outstanding debt balances following prior-year debt conversions.

Investing Activities

Net cash used in investing activities was $0.4 million and negligible for the six months ended March 31, 2026 and 2025, respectively. The increase reflects a significant uptick in capital expenditures during 2026, as we invested in property, plant, and equipment, compared to minimal capital spending in the prior period.

Financing Activities

Net cash provided by financing activities was $9.5 million and $2.4 million for the six months ended March 31, 2026 and 2025, respectively. The increase reflects substantially greater capital-raising activity in 2026, including proceeds from debt of $6.0 million and proceeds from the issuance of preferred stock of $3.9 million, partially offset by debt issuance costs of $0.4 million. In comparison, 2025 consisted solely of debt proceeds of $2.4 million, net of issuance costs.

Fiscal Years Ended September 30, 2025 and 2024

As of September 30, 2025, our cash and cash equivalents were $0.3 million. The following table shows a summary of our cash flows for the periods presented:

	Fiscal Years Ended September 30,
	2025			2024			Change
Net cash used in operating activities	$	(6,939	)	$	(6,700	)	$	239
Net cash used in investing activities		(85	)		(131	)		(46	)
Net cash provided by financing activities		5,903			1,531			(4,372	)
Net increase (decrease) in cash	$	(1,120	)	$	(5,300	)	$	(4,179	)
Cash, beginning of period		1,415			6,715			5,300
Cash, end of period	$	294		$	1,415		$	1,121

Operating Activities

Net cash used in operating activities was $6.9 million and $6.7 million for fiscal 2025 and 2024, respectively. Despite a significantly larger net loss in fiscal 2025 of $31.0 million compared to $12.9 million in fiscal 2024, operating cash consumption remained relatively consistent, as the incremental loss was substantially offset by non-cash charges including amortization of debt discount, remeasurement losses on derivative and warrant liabilities, and stock-based compensation.

Investing Activities

Net cash used in investing activities was $0.1 million and $0.1 million for fiscal 2025 and 2024, respectively. In both years, investing outflows consisted entirely of purchases of property, plant, and equipment, reflecting our measured approach to capital spending given our liquidity position.

Financing Activities

Net cash provided by financing activities was $5.9 million and $1.5 million for fiscal 2025 and 2024, respectively. The increase reflects expanded capital-raising activity in fiscal 2025, including proceeds from the issuance of debt of $4.6 million and net proceeds from the issuance of preferred stock of $1.3 million, compared to debt proceeds of $1.6 million in fiscal 2024.

Contractual Obligations and Commitments

As of March 31, 2026 and September 30, 2025, we did not have any material contractual obligations or commitments.

Indebtedness

2025 Promissory Notes

In January 2025, we entered into a note and warrant purchase agreement and issued secured promissory notes in the aggregate principal amount of $2 million and accompanying warrants to purchase shares of common stock with an exercise price of $0.01 per share. In August 2025, we amended the note and warrant purchase agreement and increased the interest rate under the promissory notes from 20% to 25% per annum and issued additional promissory notes of $2.2 million and additional warrants to purchase shares of common stock. The promissory notes were originally due on December 31, 2025 and later extended to April 30, 2026. In March 2026, we and the noteholders agreed to further extend the maturity date of the promissory notes to the earlier of (i) the Closing of the Merger and (ii) the maturity date of the Bridge Notes. The promissory notes were secured by a first-priority security interest in substantially all our assets, including accounts receivable, equipment, inventory, intellectual property, deposit accounts, and general intangibles.

As of March 31, 2026 and September 30, 2025, we owed $4.2 million and $4.2 million, respectively under the promissory notes. Upon the Closing of the Merger we repaid in full the principal balance and all accrued interest due under the promissory notes.

2026 Bridge Notes

On March 3, 2026, we issued and sold convertible promissory notes in the aggregate principal amount of $6 million (the “Bridge Notes”). The Bridge Notes bore interest at 10% per annum and were payable six months from the date of issuance. The Bridge Notes were secured by a perfected first priority security interest pursuant to a security agreement with the holders of the Bridge Notes. Upon the Closing of the Merger, all accrued interest under the Bridge Notes was forgiven, and the Bridge Notes were converted into an aggregate of 2,499,998 shares of common stock at a conversion rate of $2.40 per share. In addition, we issued the holders of the Bridge Notes, warrants to purchase an aggregate of 2,499,998 shares of common stock, with an exercise price per share of $3.00.

Off-Balance Sheet Transactions

We did not have during the periods presented, and we do not currently have, any off-balance sheet financing arrangements or any relationships with unconsolidated entities or financial partnerships, such as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Critical Accounting Policies and Estimates

Our consolidated financial statements and the related notes thereto included elsewhere in this prospectus are prepared in accordance with United States generally accepted accounting principles. The preparation of consolidated financial statements also requires us to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures. These estimates are developed based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly from the estimates made by management. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operation, and cash flows will be affected. We believe that the accounting policies described below involve a greater degree of judgment and complexity. Accordingly, these are the estimates we believe are most critical to aid in fully understanding and evaluating our consolidated financial condition, results of operations and future performance. We have described our significant accounting policies within Note 2 to our audited consolidated financial statements included elsewhere in this prospectus.

Revenue

We recognize revenue in accordance with ASC 606. We primarily generate revenue from enterprise platform access and DaaS, which are accounted for as single, integrated performance obligations representing stand-ready access to and operation of a drone logistics network over the contractual service term.

Revenue is recognized over time as customers simultaneously receive and consume the benefits of these services throughout the contract period. Our arrangements typically include a series of integrated activities, including network deployment, operation, maintenance, and support, which are not separately identifiable within the context of the contract.

We generally do not adjust for significant financing components as the period between payment and performance is typically one year or less.

Amounts invoiced or received in advance of performance are recorded as deferred revenue and recognized as revenue as the related services are performed.

Stock-Based Compensation

We account for stock-based compensation in accordance with ASC 718, Compensation-Stock Compensation. We measure all stock-based awards granted to employees, directors and non-employee consultants based on the fair value on the date of the grant and recognizes compensation expense for those awards over the requisite service period, which is generally the vesting period of the respective award.

The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. We have historically been a private company and lacks company-specific historical information for our stock. Determining the appropriate fair value of stock-based awards requires the input of subjective assumptions. The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and management uses different assumptions, stock-based compensation expenses could be materially different for future awards.

Warrants

We accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to our common stock and whether the instrument holders could potentially require net cash settlement in a circumstance outside of our control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and, for liability-classified warrants, at each reporting period end date while the warrants are outstanding. Liability classified warrants are revalued on each subsequent balance sheet date until such instruments are exercised or expired, with any changes in the fair value between reporting periods recorded in the statements of operations.

Classification of Redeemable Convertible Preferred Stock

We have applied the guidance in ASC 480-10-S99-3A, SEC Staff Announcement: Classification and Measurement of Redeemable Securities and have therefore classified our redeemable convertible preferred stock as temporary equity. The redeemable convertible preferred stock was recorded outside of stockholders’ deficit because, in the event of certain deemed liquidation events considered not solely within our control, such as a merger, acquisition or sale of all or substantially all of our assets, the convertible preferred stock would have become redeemable at the option of the holders.

Convertible Instruments

U.S. GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments when specified criteria are met, unless an exception applies for conventional host instruments. We evaluate our convertible instruments, options, warrants or other contracts to determine whether embedded components require separate derivative accounting under ASC 815. The result of this accounting treatment is that the fair value of the derivative is marked-to-market at each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the consolidated statements of operations as other income (expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity and subsequently become subject to reclassification under ASC 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date.

Recent Accounting Pronouncements

A discussion of recently issued accounting pronouncements and recently adopted accounting pronouncements is included in Note 2 to our financial statements under the heading “Summary of Significant Accounting Policies.”

Emerging Growth Company and Smaller Reporting Company Status

As an “emerging growth company,” under the JOBS Act, we are permitted to take advantage of an extended transition period for complying with new or revised accounting standards. We may elect to avail ourselves of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we can adopt the new or revised standard at the time private companies adopt the new or revised standard and may do so until such time that we either irrevocably elect to opt out of such extended transition period or no longer qualify as an emerging growth company. We may choose to adopt any new or revised accounting standards early whenever such early adoption is permitted for private companies.

Subject to certain conditions set forth in the JOBS Act, if, as an emerging growth company, we choose to rely on available exemptions we may not be required to, among other things,

●

provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes Oxley Act;

●

provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act;

●

comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the consolidated financial statements (auditor discussion and analysis);

●

or disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation.

We will remain an emerging growth company until the earliest to occur of the following:

●

the last day of the fiscal year following the fifth anniversary of the date of our first sale of common equity securities pursuant to an effective registration statement;

●

the last day of the fiscal year in which our total annual gross revenue is equal to or more than $1.235 billion;

●

the date on which we have issued more than $1.0 billion in nonconvertible debt during the previous three years; or

●

the date on which we are deemed to be a “large accelerated filer,” as defined in Rule 12b-2 under the Exchange Act.

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 permitted to do so for so long as (i) our voting and non-voting common stock held by non-affiliates is less than $250 million measured on the last business day of our second fiscal quarter, or (ii) our annual revenue is less than $100 million during the most recently completed fiscal year and our voting and non-voting common stock held by non-affiliates is less than $700 million measured on the last business day of our second fiscal quarter.

MANAGEMENT

Executive Officers and Directors

The following table provides information regarding our executive officers and directors as of June 15, 2026:

Name	Age	Positions
Executive Officers
Andreas Raptopoulos	52	Director, Chief Executive Officer
Jason Secore	45	Chief Financial Officer
Alexander Norman-Elvenich	34	Chief Operating Officer
Directors
Chris Dawson	57	Director
Sanjay Kotte	43	Director
Laurence J. Marton, M.D.	82	Director
Saurabh Ranjan	56	Director

Executive Officers

Andreas Raptopoulos founded Matternet and has served as Matternet’s Chief Executive Officer and a member of our board of directors since 2011. From 2006 to 2010, Mr. Raptopoulos served as founder and Chief Executive Officer of Future Acoustic LLP, a company which developed and licensed technology in the field of adaptive sound environments. From 2001 to 2006, Mr. Raptopoulos served as founder and Director of Aylo Ltd, a London-based design studio focused on the invention of new technologies in the field of adaptive architecture. Mr. Raptopoulos holds a Master of Arts in Industrial Design Engineering from the Royal College of Art, a Diploma of Imperial College in Industrial Design Engineering from Imperial College London, and a Diploma in Mechanical Engineering from the University of Patras, Greece. Mr. Raptopoulos is named as lead inventor on 18 Matternet patents and patent applications.

Jason Secore has served as Matternet’s Chief Financial Officer since February 2023. From 2022 to 2023, Mr. Secore was employed by Resources Connection, Inc. (d/b/a RGP), a publicly traded professional services company, where he served as a Chief Financial Officer and advisor to client companies. From 2020 to 2021, Mr. Secore served as Treasurer and Head of Investor Relations of Arconic Inc., a Fortune 500 publicly traded company. From 2016 to 2020, Mr. Secore served as Treasurer and Head of Investor Relations of AAR Corp., a Fortune 1000 publicly traded company. From 2012 to 2016, Mr. Secore held various finance leadership roles at Republic Airways Holdings Inc., a Fortune 1000 publicly traded company, most recently serving as Vice President of Finance and Treasurer. Mr. Secore holds a B.A. in History and International Studies from Northwestern University, an M.S. in Agricultural and Natural Resource Economics from the University of California, Davis and an M.B.A. from IE Business School (formerly Instituto de Empresa), Madrid, Spain. Mr. Secore is a certified public accountant (inactive) in Illinois.

Alexander Norman-Elvenich has served as Matternet’s Chief Operating Officer since October 2025. Mr. Norman-Elvenich has held various leadership roles at Matternet since 2017, including Head of Global Flight Operations and Services, supporting the establishment of Matternet’s commercial drone operations, leading key regulatory work across multiple jurisdictions, and overseeing international operations and expansion into new markets. Since 2018, Mr. Norman-Elvenich has served as a Lecturer at ENAC (École Nationale de l’Aviation Civile) in France. Prior to joining Matternet, Mr. Norman-Elvenich held engineering roles at Airbus and other aviation companies, where he focused on aircraft systems design, testing, and operational support. Mr. Norman-Elvenich holds a BSc and MSc in Engineering with a specialization in Aerospace Engineering from FH Joanneum University of Applied Sciences in Austria, and an Advanced Master in Aerospace Project Management from ISAE-SUPAERO, ENAC, and École de l’Air in France.

Directors

Chris Dawson has served on Matternet’s board of directors since 2024. Since 2026, Mr. Dawson has served as co-founder and chief executive officer of Catalyx Home Services. From 2025 to 2026, Mr. Dawson served as president of growth initiatives at Palmetto, having previously served as an advisor since 2023. From 2022 to 2025, Mr. Dawson served as a senior advisor in McKinsey & Company’s sustainability practice. From 2017 to 2021, Mr. Dawson served as chief operating officer of Sunrun. Mr. Dawson holds a BCOMM from Queen’s University and an M.B.A. from INSEAD.

Sanjay Kotte has served on Matternet’s board of directors since 2026. Since 2025, Mr. Kotte has served as Chief Commercial Officer of Robinhood Money. From 2018 to 2025, Mr. Kotte served as Head of Strategic Partnerships of DoorDash. From 2017 to 2018, Mr. Kotte served as Co-Founder and Chief Executive Officer of Piggybak. From 2008 to 2017, Mr. Kotte served in various investment banking roles at J.P. Morgan Securities, most recently from 2016 to 2017 as Executive Director. Mr. Kotte holds a B.B.A. in finance and management from Emory University as well as an M.B.A. and J.D. from The University of Michigan.

Laurence J. Marton, M.D. has served on Matternet’s board of directors since 2018. Dr. Marton has served as a consultant to industry and to nonprofit, government, and academic institutions for over three decades. Dr. Marton is a prominent expert in drug development, polyamine metabolism, and cancer research, and currently serves on the boards of several privately and publicly held life science companies. Dr. Marton is an Emeritus Board Member of the American Association for Cancer Research Foundation and serves on the Cancer Commons Board. Previously, Dr. Marton was Dean of the University of Wisconsin Medical School and Chaired the Department of Laboratory Medicine at University of California, San Francisco, where he was a Professor in the Departments of Laboratory Medicine and Neurological Surgery. Dr. Marton serves on the board of directors of RenovoRx, Inc. Dr. Marton holds an M.D. from the Albert Einstein College of Medicine.

Saurabh Ranjan has served on Matternet’s board of directors since 2025. Since 2015, Mr. Ranjan has served as the founding managing partner of Cerracap Impact Venture Capital. From 2004 to 2015, Mr. Ranjan served as the Chief Operating Officer at UST Global, a systems integrator. Mr. Ranjan holds a certification in human resource and law from University California, Irvine, a M.A. from Delhi University, and an M.B.A. from the Institute of Management Technology (IMT), India.

Corporate Governance

Classified Board of Directors

Our board of directors is divided into three classes of directors, designated Class I, Class II and Class III, with staggered three-year terms. At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the same class whose term is then expiring. As a result, only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Our current directors are divided among the three classes as follows:

●

the Class I directors are Laurence J. Marton, M.D. and Saurabh Ranjan, and their terms will expire at the 2027 annual meeting of stockholders;

●

the Class II directors are Chris Dawson and Sanjay Kotte, and their terms will expire at the 2028 annual meeting of stockholders; and

●

the Class III director is Andreas Raptopoulos, and his term will expire at the 2029 annual meeting of stockholders.

Each director’s term continues until the election and qualification of their successor, or their earlier death, resignation, disqualification or removal. Our amended and restated certificate of incorporation and amended and restated bylaws in effect from and after the Effective Time authorize, subject to the special rights of the holders of any series of preferred stock to elect directors, only our board of directors to fill vacancies on the board of directors. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of an equal number of directors. This classification of our board of directors may have the effect of delaying or preventing changes in control of Matternet.

Director Independence

Our common stock is not listed for trading on a national securities exchange or on any inter-dealer quotation system that has a requirement that a majority of directors be independent. In addition, for companies subject to reporting obligations under Section 13 or 15(d) of the Exchange Act, the rules of the OTCQB do not provide for any requirements relating to director independence or board committees. Nonetheless, we have evaluated the independence by the standards for director independence set forth in the Nasdaq Marketplace Rules.

Under the rules of Nasdaq, independent directors must comprise a majority of a listed company’s board of directors within a specified period of listing. In addition, rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating, governance, and corporate responsibility committees be independent. Under the rules, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Our board of directors has undertaken a review of the independence of each director and considered whether each director has a material relationship with us that could compromise their ability to exercise independent judgment in carrying out their responsibilities. As a result of this review, our board of directors determined that other than Mr. Raptopoulos, due to his position as our Chief Executive Officer, and Mr. Ranjan due to his position as the Manager of EpiThauma LLC (an advisory firm we have within the past three years engaged) each member is an “independent director” as defined under the applicable rules and regulations of the SEC and the listing requirements and rules of Nasdaq. In making these determinations, our board of directors reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and current and prior relationships as they may relate to us and our management, including the beneficial ownership of our capital stock by each non-employee director and the transactions involving them described in the section titled “Certain Relationships and Related Party Transactions.”

Family Relationships

There are no family relationships among our directors and executive officers.

Committees of the Board of Directors

The board of directors does not currently have any committees. We intend to establish an audit committee, a compensation committee, and a nominating and governance committee in the near future.

Non-Employee Director Compensation

We do not have a policy or program for the compensation of our non-employee directors. We intend to adopt a non-employee director compensation policy, which will set forth the terms upon which non-employee directors will be compensated for their service on the board of directors consistent with market-standard practices.

The following table sets forth information regarding the compensation earned for service on the board of directors of Legacy Matternet and LAVC during fiscal 2025. We did not pay our non-employee directors any cash fees during fiscal 2025. Andreas Raptopoulos, our Chief Executive Officer, is also a member of our board of directors, but did not receive any additional compensation for his service as a director. Mr. Raptopoulos’ compensation as an executive officer is set in the section titled “Executive Compensation - Summary Compensation Table.” Mark Tompkins and Ian Jacobs are former members of the board of directors of LAVC and resigned effective upon the closing of the Merger.

Name	Option Awards ($)⁽¹⁾⁽²⁾		All Other Compensation ($)			Total ($)
Chris Dawson		-		-			-
Sanjay Kotte		-		-			-
Laurence J. Marton, M.D.		13,175		-			13,175
Saurabh Ranjan				81,000	⁽³⁾		81,000
Ioannis Mendrinos⁽⁴⁾		-		-			-
Ritesh Agarwal⁽⁵⁾		-		-			-
Mark Tompkins⁽⁶⁾		-		-			-
Ian Jacobs⁽⁷⁾		-		-			-

(1)

The amounts reported in this column do not reflect dollar amounts actually received by the non-employee director. Instead, the amounts in this column reflect the aggregate grant date fair value of the shares underlying option awards granted in fiscal 2025, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 for stock-based compensation transactions. Unlike the calculations contained in our financial statements, this calculation does not give effect to any estimate of forfeitures related to service-based vesting, but assumes that non-employee director will perform the requisite service for the award to vest in full.

(2)

As of September 30, 2025, our non-employee directors held the following stock option awards:

Name	Number of Option Awards
Chris Dawson		531,590
Sanjay Kotte		-
Laurence J. Marton, M.D.		489,988
Saurabh Ranjan		-
Ioannis Mendrinos		448,386
Ritesh Agarwal		-
Mark Tompkins		-
Ian Jacobs		-

(3)

Represents fees paid to EpiThauma LLC, an advisory firm. Mr. Ranjan serves as the Manager of EpiThauma LLC.

(4)

Mr. Mendrinos resigned from our board of directors, effective October 9, 2025.

(5)

Mr. Agarwal resigned from our board of directors, effective December 14, 2024.

(6)

Mr. Tompkins resigned from our board of directors effective upon the closing of the Merger.

(7)

Mr. Jacobs resigned from our board of directors effective upon the closing of the Merger.

EXECUTIVE COMPENSATION

This section describes the compensation of our named executive officers directors for the fiscal year ended September 30, 2025. The discussion below includes compensation arrangements of Legacy Matternet prior to the consummation of the Merger with LAVC and compensation arrangements of Matternet following the Merger, to the extent applicable, as well as compensation arrangements of LAVC.

For purposes of this disclosure, references to “named executive officers” are to those individuals who served as executive officers during the fiscal year ended September 30, 2025 and whose compensation is required to be disclosed pursuant to Item 402 of Regulation S-K.

Emerging Growth Company Status

We are an emerging growth company, as defined in the JOBS Act. As an emerging growth company, we are exempt from certain requirements related to executive compensation, including, but not limited to, the requirements to hold a nonbinding advisory vote on executive compensation and to provide information relating to the ratio of total compensation of our Chief Executive Officer to the median of the annual total compensation of all of our employees, each as required by the Investor Protection and Securities Reform Act of 2010, which is part of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Executive Compensation

In fiscal 2025, the “named executive officers” of Legacy Matternet and LAVC, and their positions were as follows:

●

Andreas Raptopoulos: Chief Executive Officer (Legacy Matternet)

●

Jason Secore: Chief Financial Officer (Legacy Matternet)

●

Alexander Norman-Elvenich: Chief Operating Officer (Legacy Matternet)

●

Ian Jacobs: Former Chief Executive Officer, Chief Financial Officer and Secretary (LAVC)

Fiscal 2025 Summary Compensation Table

The following table sets forth information concerning the compensation earned by or paid to the named executive officers for the fiscal year ended September 30, 2025.

Name and Principal Position	Fiscal Year	Salary ($)⁽¹⁾			Stock Options ($)⁽²⁾		Total ($)
Andreas Raptopoulos	2025		224,000	⁽³⁾		191,039		622,122
Chief Executive Officer
Jason Secore	2025		220,000	⁽⁴⁾		62,582		508,381
Chief Financial Officer
Alexander Norman-Elvenich	2025		192,356	⁽⁵⁾		19,763		333,447
Chief Operating Officer
Ian Jacobs⁽⁶⁾	2025		-			-		-
Former Chief Executive Officer, Chief Financial Officer and Secretary

(1)

Salary and bonus figures represent amounts earned during the fiscal year, regardless of whether part or all of such amounts were paid in subsequent fiscal year(s).

(2)

The amounts reported in this column do not reflect dollar amounts actually received by the named executive officer. The amounts in this column reflect the aggregate grant date fair value of the shares underlying option awards granted in the applicable fiscal year, computed in accordance with FASB ASC Topic 718 for stock-based compensation transactions. Unlike the calculations contained in our financial statements, this calculation does not give effect to any estimate of forfeitures related to service-based vesting, but assumes that the named executive officer will perform the requisite service for the award to vest in full.

(3)

Effective December 15, 2022, Mr. Raptopoulos voluntarily agreed to a temporary reduction in his annual base salary from $280,000 to $224,000. The reduced base salary remained in effect throughout fiscal 2025 and the amount reported in the Salary column above reflects the reduced rate. Effective December 1, 2025, Mr. Raptopoulos’s annual base salary was restored to $280,000.

(4)

Effective May 1, 2023, Mr. Secore voluntarily agreed to a temporary reduction in his annual base salary from $290,000 to $220,000. The reduced base salary remained in effect throughout fiscal year 2025, and the amount reported in the Salary column above reflects the reduced rate. Effective December 1, 2025, Mr. Secore’s annual base salary was restored to $290,000.

(5)

Effective December 15, 2022, Mr. Norman-Elvenich voluntarily agreed to a temporary reduction in his annual base salary from $210,000 to $178,500. On April 1, 2025, his regular annual base salary was increased, and he voluntarily agreed to a temporary reduction in his annual base salary from $245,000 to $208,250. The reduced base salary remained in effect throughout fiscal 2025. The amount reported in the Salary column above reflects salary earned at each rate during the applicable portion of the fiscal year. Effective October 1, 2025, in connection with his promotion to Chief Operating Officer, Mr. Norman-Elvenich’s regular annual base salary was increased, and he voluntarily agreed to a temporary reduction in his annual base salary from $265,000 to $225,250. Effective December 1, 2025, Mr. Norman-Elvenich’s annual base salary was restored to $265,000.

(6)

Mr. Jacobs resigned as an executive officer effective upon the closing of the Merger.

Nonqualified Deferred Compensation

Our named executive officers did not participate in, or earn any benefits under, any nonqualified deferred compensation plan sponsored by us during fiscal 2025. Our board of directors may elect to provide our officers and other employees with nonqualified deferred compensation benefits in the future if it determines that doing so is in our best interests.

Pension and Defined Benefit Plan Retirement Benefits

Our named executive officers did not participate in, or otherwise receive any benefits under, any pension or defined benefit retirement plan sponsored by us during fiscal 2025.

Benefits and Perquisites

In fiscal 2025, we provided benefits to our named executive officers on the same basis as provided to all of our employees, including medical, dental, vision, life and AD&D, and short- and long-term disability insurance, flexible spending accounts, vacation and paid holidays. The named executive officers are also eligible to participate in our 401(k) plan.

Other than the director and officer insurance coverage we maintain for our directors and officers, we do not maintain any executive-specific health and welfare benefits or perquisites.

Outstanding Equity Awards at September 30, 2025

The following table sets forth information regarding unvested stock awards held by each named executive officer as of September 30, 2025.

		Option Awards
Name	Grant Date	Number of Securities Underlying Unexercised Options(#) Exercisable			Number of Securities Underlying Unexercised Options(#) Unexercisable		Option Exercise Price ($)		Option Expiration Date
Andreas Raptopoulos	12/24/2018		1,200,227	⁽¹⁾		-		0.33	12/23/2028
	11/19/2023		645,316	⁽²⁾		-		0.68	11/18/2033
	12/20/2024		163,374	⁽³⁾		439,859		0.52	12/19/2034
Jason Secore	3/9/2023		357,520	⁽⁴⁾		214,512		1.10	3/8/2033
	12/20/2024		53,519	⁽³⁾		144,092		0.52	12/19/2034
Alexander Norman-Elvenich	12/24/2018		10,401	⁽⁵⁾		-		0.33	12/23/2028
	10/14/2020		31,202	⁽⁶⁾		-		0.89	10/13/2030
	10/27/2021		76,270	⁽⁷⁾		6,935		1.00	10/26/2031
	10/12/2023		70,204	⁽⁸⁾		54,603		0.68	10/11/2033
	12/20/2024		16,901	⁽³⁾		45,503		0.52	12/19/2034
Ian Jacobs⁽⁹⁾	-		-			-		-	-

(1)	The stock option was subject to a 4-year vesting schedule, with 25% of the shares vesting on November 1, 2019 and 1/48^th of the shares vesting monthly over the 36-month period thereafter, subject to the executive’s continued employment through each vesting date.

(2)	The stock grant was subject to a 2-year vesting schedule, with 1/24^th of the shares vesting monthly beginning on June 9, 2022, subject to the executive’s continued employment through each vesting date.

(3)

The stock grant is subject to a 4-year vesting schedule, with 1/48^th of the shares vesting monthly beginning on September 1, 2024, subject to the executive’s continued employment through each vesting date. The stock option will accelerate upon a Change of Control (as defined in the 2011 Plan), such that the number of outstanding and unvested shares then-subject to such option that would have vested over the following 12 months will immediately become vested and exercisable.

(4)

The stock option is subject to a 4-year vesting schedule, with 25% of the shares vesting on February 20, 2024 and 1/48^th of the shares vesting monthly over the 36-month period thereafter, subject to the executive’s continued employment through each vesting date. The stock option shall accelerate upon a Change of Control (as defined in the 2011 Plan), such that the number of outstanding and unvested shares then-subject to such option that would have vested over the following 12 months will immediately become vested and exercisable.

(5)	The stock option was subject to a 4-year vesting schedule, with 25% of the shares vesting on January 1, 2019 and 1/48th of the shares vesting monthly over the 36-month period thereafter, subject to the executive’s continued employment through each vesting date.

(6)	The stock option was subject to a 4-year vesting schedule, with 25% of the shares vesting on July 15, 2020 and 1/48^th of the shares vesting monthly over the 36-month period thereafter, subject to the executive’s continued employment through each vesting date.

(7)	The stock option is subject to a 4-year vesting schedule, with 25% of the shares vesting on January 1, 2023 and 1/48^th of the shares vesting monthly over the 36-month period thereafter, subject to the executive’s continued employment through each vesting date.

(8)	The stock grant is subject to a 4-year vesting schedule, with 1/48^th of the shares vesting monthly beginning on July 1, 2023, subject to the executive’s continued employment through each vesting date.

(9)	Mr. Jacobs resigned as an executive officer effective upon the closing of the Merger.

Option Awards

Our equity awards are designed to align our interests and those of our stockholders with those of our employees and consultants, including our executive officers. Our board of directors is responsible for approving equity awards.

All stock options were granted with an exercise price per share that is no less than the fair market value of our common stock on the date of grant of such award. Our stock option awards generally vest over a four-year period and may be subject to acceleration of vesting under certain termination and change in control events, as described in more detail under the subsection titled “—2026 Plan—Corporate Transactions and Change in Control” below.

Executive Compensation Arrangements

General

Following the Merger, the board of directors will oversee the compensation policies, plans and programs and review and determine compensation to be paid to executive officers, directors and other senior management, as appropriate. The compensation policies followed by the us will be intended to provide for compensation that is sufficient to attract, motivate and retain our executive officers and potential other individuals and to establish an appropriate relationship between executive compensation and the creation of stockholder value.

Qualified Financing Bonuses

In connection with liquidity preservation initiatives we implemented in fiscal 2023, certain employees, including the named executive officers, voluntarily agreed to temporary reductions in base salary. The arrangements provided that, upon completion of a “Qualified Financing” defined as the sale and issuance of equity securities (or securities convertible or exchangeable into equity securities) primarily for capital raising purposes where we raise at least $10 million, as determined by our board of directors in its sole discretion, or similar event and subject to continued employment, participating employees could be considered by our board of directors for discretionary compensation adjustments and bonus payments. In November 2025, following our Series B-3 preferred stock financing, our board of directors approved discretionary bonus payments in the amounts set forth below to our named executive officers, which were paid in fiscal 2026.

Name	Bonus ($)
Andreas Raptopoulos		207,083
Jason Secore		225,799
Alexander Norman-Elvenich		121,328

Key Employee Retention Plan

In February 2025, we implemented a Key Employee Retention Plan (the “Retention Plan”) to provide designated key employees, including the named executive officers, the opportunity to receive certain bonuses upon or in connection with the occurrence of a (i) transaction or series of transactions pursuant to which we issue and sell shares of our preferred stock for aggregate gross proceeds of at least $20 million (excluding indebtedness that is converted into such preferred stock, or otherwise cancelled in consideration for the issuance of such preferred stock) with the principal purpose of raising capital and (ii) a Change of Control (as defined in the Retention Plan). The Retention Plan automatically terminates upon the earlier of (i) December 21, 2026, provided that if a Qualified Financing or Change of Control (each as defined in the Retention Plan) occurs on or before such date, the Retention Plan will not be terminated until the completion of all payments with respect to such transaction under the terms of the Retention Plan, (ii) the completion of all payments under the terms of the Retention Plan, (iii) the closing of our first underwritten public offering of equity securities registered under the Securities Act of 1933, as amended, or (iv) a determination by the board of directors to terminate the Retention Plan. No bonuses have been paid in connection with the Retention Plan.

Jason Secore Offer Letter

Pursuant to Mr. Secore’s offer letter, dated February 12, 2023, if we experience a “Qualifying Event” defined as the initial closing of a transaction or series of transactions pursuant to which we issue and sell shares of preferred stock with the principal purpose of raising capital, for aggregate gross proceeds of at least $20 million, or a Change of Control (as defined in the 2011 Plan) in which we are acquired for at least $400 million, our board of directors will consider whether to award Mr. Secore a discretionary bonus in the amount of $90,000. No bonus has been paid pursuant to this arrangement.

2011 Equity Incentive Plan

We assumed 11,166,364 options issued pursuant to Legacy Matternet’s 2011 Equity Incentive Plan (the “Assumed Options” and the 2011 EIP). The exercise price per share of each Assumed Option is equal to the exercise price of the option immediately prior to the Effective Time (rounded up to the nearest whole cent). Each Assumed Option is subject to the terms and conditions of the 2011 EIP until such outstanding options are exercised or until they terminate or expire by their terms. No further awards will be made under the 2011 EIP, and Matternet’s board or a committee thereof has succeeded to the authority and responsibility of Legacy Matternet’s board of directors or any committee thereof with respect to each Assumed Option.

2026 Equity Incentive Plan

Our 2026 Equity Incentive Plan (“2026 EIP”), provides for the issuance of incentive awards consisting of stock options, restricted stock awards, RSUs, stock appreciation rights, performance awards, cash awards and stock bonus awards. We have initially reserved 3,825,000 shares of common stock for future issuances of incentive awards under the 2026 EIP at the discretion of our Board to officers, employees, consultants and directors. The number of shares reserved for issuance under our 2026 EIP will increase automatically on the six-month anniversary of the date our common stock is first listed on The Nasdaq Stock Market LLC, New York Stock Exchange or NYSE American and on the annual anniversary thereafter through the tenth anniversary of approval of the 2026 EIP by our stockholders, in an amount equal to the lesser of (i) 5% of the shares of common stock outstanding on the day immediately preceding such anniversary, and (ii) an amount as determined by the Board in its discretion.

2026 Employee Stock Purchase Plan

Our 2026 Employee Stock Purchase Plan (“2026 ESPP”), allows eligible U.S. employees to purchase our shares of common stock in a manner that may qualify for favorable tax treatment under Section 423 of the Internal Revenue Code of 1986, as amended. The 2026 ESPP will also permit the grant of purchase rights that do not qualify for such favorable tax treatment in order to allow deviations necessary to permit participation by eligible employees who are foreign nationals or employed outside of the U.S. while complying with applicable foreign laws. We have initially reserved 675,000 shares of common stock for issuance under the 2026 ESPP. Shares issuable under the 2026 ESPP may be shares of authorized but unissued or reacquired common stock, including shares purchased by the Company on the open market. The number of shares reserved for issuance under the 2026 ESPP will increase automatically on six-month anniversary of the date our common stock is first listed on The Nasdaq Stock Market LLC, New York Stock Exchange or NYSE American and on the annual anniversary thereafter through the tenth anniversary of approval of the 2026 ESPP by our stockholders in an amount equal to the lesser of (i) 1% of the shares of common stock outstanding on the day immediately preceding such anniversary, (ii) 2,000,000 shares and (iii) an amount as determined by the board of directors in its discretion. As of the date of this prospectus, no shares of our common stock have been purchased under the 2026 ESPP.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Below, we describe transactions since October 1, 2023, in which we, LAVC or Legacy Matternet was or is to be a participant and the amounts involved exceeded or will exceed the lesser of:

●

$120,000 and 1% of the average total assets of the respective company at year end for the last two completed fiscal years,

between it and any of its directors, executive officers, or beneficial holders of more than 5% of LAVC or Legacy Matternet’s pre-Merger capital stock.

Other than as described below, there have not been transactions to which we, LAVC or Legacy Matternet have been a party other than compensation arrangements, which are described under “Executive Compensation.”

LAVC

Promissory Note

On June 2, 2025, LAVC issued a promissory note (the “Note”) to Mark Tompkins, a stockholder and former member of the board of directors of LAVC, pursuant to which LAVC agreed to repay the sum of any and all amounts advanced to LAVC, on or before the date that LAVC consummates a business combination with a private company or reverse takeover transaction or other transaction after which LAVC would cease to be a shell company. Interest shall not accrue on the outstanding principal amount of the note except if an Event of Default (as defined in the Note) has occurred. In the event of an Event of Default, the entire note shall automatically become due and payable (the “Default Date”) and starting from five days after the Default Date, the interest rate on the note shall accrue at the rate of 18% per annum. As of March 31, 2026, and December 31, 2025, the amount due under the note payable was $45,000 and $30,000, respectively. Upon the closing of the Private Placement, we repaid $55,000 to Mr. Tompkins, representing payment in full under such Note.

Common Stock Purchase Agreements

On June 2, 2025, LAVC issued, pursuant to common stock purchase agreements:

●

7,500,000 shares of common stock to Mr. Tompkins, for an aggregate purchase price equal to $750, which dollar amount represents advances by Mr. Tompkins to counsel for LAVC in connection with the formation and organization of LAVC; and

●

2,500,000 shares of common stock to Ian Jacobs, a former officer and member of the board of directors of LAVC, for an aggregate cash purchase price equal to $250.

As of the Effective Time of the Merger, pursuant to a share cancellation agreement, Messrs. Tompkins and Jacobs canceled 5,125,000 and 2,175,000 shares of common stock, respectively.

After the Effective Time of the Merger, Mr. Tompkins transferred 16,667 shares of common stock to LAVC’s legal counsel as payment for legal services rendered to LAVC.

Legacy Matternet

Series B-3 and B-4 Preferred Stock Financing

From September to December 2025, we issued and sold:

●

an aggregate of 916,106 shares of our Series B-3 convertible preferred stock at a purchase price of $6.23665 per share;

●

an aggregate of 3,419,398 shares of our Series B-4 convertible preferred stock upon conversion of outstanding convertible promissory notes at a purchase price of $2.68790; and

●

an aggregate of 551,935 shares of our Series B-5 convertible preferred stock upon conversion of outstanding convertible promissory notes at a purchase price of $3.83986.

Purchasers of our Series B-3 and Series B-4 convertible preferred stock included our executive officers, immediate family members of our executive officers, members of our board of directors and venture capital funds that beneficially owned more than 5% of our outstanding capital stock and/or are represented on our board of directors. The following table presents the number of shares and the total purchase price paid by these persons. The terms for these purchases were the same for all purchasers of our Series B-3 and Series B-4 convertible preferred stock.

Investor	Series B-3 Shares(#)⁽¹⁾		Series B-4 Shares(#)⁽¹⁾		Purchase Price for Series B-3 Shares($)		Purchase Price for Series B-4 Shares($)
5G Ventures S.A. in its capacity as Manager of and representing Phaistos Investment Fund		263,121		214,150		1,640,994		575,616
Cerracap Growth Fund I LP⁽²⁾		199,626		-		1,244,998		-
Olympic Investments Inc.		-		428,301		-		1,151,233
Ioannis Mendrinos⁽³⁾		3,219		-		20,076		-
Jason Secore⁽⁴⁾		-		42,830		-		115,123

(1)

Upon the closing of the Merger, each share of Series B-3 and Series B-4 convertible preferred stock was exchanged for the right to receive 2.0801 shares of our common stock.

(2)

Saurabh Ranjan, a member of our board of directors is the Managing Partner of CerraCap Impact Venture Capital.

(3)

Mr. Mendrinos resigned from our board of directors, effective October 9, 2025.

(4)

Mr. Secore is our Chief Financial Officer.

2026 Bridge Note Financing

In March 2026, Legacy Matternet issued and sold $6 million in Bridge Notes to certain accredited investors. The Bridge Notes bore interest at 10% per annum and were payable six months from the date of issuance. The Bridge Notes were secured by a perfected first priority security interest pursuant to a security agreement with the holders of the Bridge Notes. At the Effective Time of the Merger, all interest under the Bridge Notes was forgiven and the Bridge Notes were automatically converted into 2,499,998 shares of common stock at a conversion rate of $2.40 per share. In addition, we issued to the former holders of the Bridge Warrants to purchase up to 2,499,998 shares of common stock with an exercise price of $3.00 per share. The Bridge Warrants have a term commencing on the Effective Time to five years after the Effective Time. They have weighted-average price based anti-dilution provisions, which extend from the Effective Time until the six-month anniversary of the listing of our common stock on a national securities exchange. Purchasers of the Bridge Notes included persons who were directors and officers of LAVC. The following table presents the principal amount of Bridge Notes purchased by such persons as well as certain other information.

Noteholder	Principal Amount of Bridge Notes($)		Shares of Common Stock		Bridge Warrants
Mark Tompkins⁽¹⁾		2,045,000		852,083		852,083
Michael Paul Tompkins⁽²⁾		250,000		104,166		104,166
Ian Jacobs⁽³⁾		180,000		75,000		75,000

(1)

Mr. Tompkins is a stockholder and former member of the board of directors of LAVC.

(2)

Michael Paul Tompkins is the brother of Mark Tompkins.

(3)

Mr. Jacobs is a stockholder and former executive officer and former member of the board of directors of LAVC.

Investors’ Rights Agreement

We were party to an Amended and Restated Investors’ Rights Agreement, dated as of September 2, 2025 (the “Rights Agreement”) which provides, among other things, that certain holders of our capital stock, including entities affiliated with 5G Ventures S.A. in its capacity as Manager of and representing Phaistos Investment Fund (“5G”), CerraCap II, LP (“CerraCap”), Olympic Investments Inc. (“Olympic”), AE Industrial HorizonX Venture Fund I, LP. (“HorizonX”) and Die Schweizerische Post AG (“Post AG”), have the right to demand that we file a registration statement or request that their shares of our capital stock be covered by a registration statement that we are otherwise filing. Ioannis Mendrinos, a former member of our board of directors, is or has been affiliated with Olympic. Saurabh Ranjan, a member of our board of directors, is or has been affiliated with CerraCap. See the section titled “The Merger and Related Transactions - Registration Rights” for additional information regarding these registration rights. The Rights Agreement was terminated upon the Closing of the Merger.

Right of First Refusal

We were party to an Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of September 2, 2025 (the “ROFR Agreement”), we or our assignees and certain investors had a right to purchase shares of our capital stock which certain stockholders may propose to sell to other parties. Entities affiliated with 5G, CerraCap, Olympic, HorizonX and Post AG are party to the ROFR Agreement. Ioannis Mendrinos, a former member of our board of directors, is or has been affiliated with Olympic. Saurabh Ranjan, a member of our board of directors, is or has been affiliated with CerraCap. Each of (i) Andreas Raptopoulos, our Chief Executive Officer and a member of our board of directors, (ii) Jason Secore, our Chief Financial Officer, and (iii) Ioannis Mendrinos, a former member of our board of directors, were also a party to the ROFR Agreement. The ROFR Agreement was terminated upon the Closing of the Merger.

Voting Agreement

We are party to an Amended and Restated Voting Agreement, dated as of September 2, 2025, as amended by that certain Amendment No. 1 to Amended and Restated Voting Agreement, dated December 5, 2025 (the “Voting Agreement”), under which certain holders of our capital stock, including entities affiliated with 5G, CerraCap, Olympic, HorizonX and Post AG, have agreed to vote their shares of our capital stock on certain matters, including with respect to the election of directors. Ioannis Mendrinos, a former member of our board of directors, is or has been affiliated with Olympic. Saurabh Ranjan, a member of our board of directors, is or has been affiliated with CerraCap. Each of (i) Andreas Raptopoulos, our Chief Executive Officer and a member of our board of directors, (ii) Jason Secore, our Chief Financial Officer, and (iii) Ioannis Mendrinos, a former member of our board of directors, is also a party to the Voting Agreement. The Voting Agreement was terminated upon the Closing of the Merger.

Secured Promissory Note and Warrant

In May 2025, we entered into a secured promissory note in the principal amount of $500,000 with Emmanuel Raptopoulos, the brother of Andreas Raptopoulos, our Chief Executive Officer and a member of our board of directors (the “May 2025 Note”). Also in May 2025, we issued a warrant to Emmanuel Raptopoulos to purchase that number of shares equal to the quotient of (i) $250,000 and (ii) the price per share paid by the cash purchasers of our next qualified preferred stock financing. In August 2025, we entered into another secured promissory note in the principal amount of $226,510 with Emmanuel Raptopoulos (the “August 2025 Note” and together with the May 2025 Note, the “2025 Notes”). Also in August 2025, we issued a warrant to Emmanuel Raptopoulos to purchase that number of shares equal to the quotient of (i) $113,255 and (ii) the price per share paid by the cash purchasers of our next qualified preferred stock financing. The 2025 Notes issued to Emmanuel Raptopoulos were due on December 31, 2025 and were secured by a security agreement. The May 2025 Note bore interest at the rate of 20% per annum, and the August 2025 Note bore interest at the rate of 25% per annum. The 2025 Notes were amended by that certain Omnibus Amendment No. 1 to Secured Promissory Notes, dated as of August 8, 2025. The 2025 Notes were amended and restated further by that certain Omnibus Amendment No. 2 to Secured Promissory Notes, dated as of December 12, 2025, to extend the maturity date of the 2025 Notes to April 30, 2026. In February 2026, pursuant to that certain Intercreditor Agreement, entered into in connection with the issuance of the Bridge Notes, the maturity date of the 2025 Notes was extended to the earlier of (i) the Closing of the Merger and (ii) September 30, 2026. Upon the Closing of the Merger, we repaid Emmanuel Raptopoulos an aggregate of $737,000 in principal and interest pursuant to such promissory notes, and Emmanuel Raptopoulos exercised all of his warrants for 120,838 shares of common stock. Each of the foregoing transactions with Emmanuel Raptopoulos were on terms substantially the same as the terms negotiated by other noteholders.

Matternet

Private Placement

We issued and sold 666,666 shares of our common stock in the Private Placement to Mr. Tompkins, a stockholder and former member of the board of directors of LAVC, at a purchase price of $3.00 per share. In addition, Michael Paul Tompkins, the brother of Mark Tompkins, purchased 83,328 shares of our common stock in the Private Placement at a purchase price of $3.00 per share.

We issued and sold 16,666 shares of our common stock to entities affiliated with CerraCap at a purchase price of $3.00 per share. Saurabh Ranjan a member of our board of directors is a Managing Partner at CerraCap.

Registration Rights Agreement

In connection with the Merger and the closing of the Private Placement, we entered into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which we have agreed that promptly, but no later than 45 calendar days after the date of filing the Current Report on Form 8-K relating to the closing of the Merger, we will file, subject to customary exceptions, a registration statement with the SEC, covering sale, transfer or disposition of (i) the shares of common stock issued in the Private Placement; (ii) the shares of common stock issuable upon exercise of the (a) Placement Agent Warrants, (b) Bridge Warrants, and (c) Legacy Warrants; (iii) the shares of our common stock issued in exchange for all of the equity securities of Legacy Matternet that were outstanding immediately prior to the Closing; (iv) the Retained Pre-Merger Shares; and (v) the Advisor Shares ((i)-(v) collectively, the “Registrable Shares”), subject to the prior receipt by us of the selling stockholder information regarding the holders of the Registrable Shares required to be included in the registration statement under applicable SEC rules and regulations. All of our directors, executive officers and holders of more than 5% of our capital stock are parties to the Registration Rights Agreement.

Pre-Merger Indemnification Agreements

On the Closing Date, we entered into indemnification agreements with Messrs. Tompkins and Jacobs, pursuant to which we agreed to indemnify such persons for actions taken by them in their official capacities relating to the consideration, approval and consummation of the Merger and certain related transactions.

Post-Merger Indemnification Agreements

On the Closing Date, we entered into indemnification agreements with each of our current directors and executive officers. The indemnification agreements, together with our amended and restated certificate of incorporation and our amended and restated bylaws, require us to indemnify our directors and executive officers to the fullest extent not prohibited by DGCL. Subject to very limited exceptions, our amended and restated bylaws also require us to advance expenses incurred by our directors and officers.

Lock-Up Agreements

Certain of our stockholders, including certain Legacy Matternet stockholders, have entered into lock-up agreements that restrict the sale, transfer or other disposition of shares of our common stock held by them for a specified period. The form of lock-up agreement is filed as Exhibit 10.13 to our Current Report on Form 8-K. The foregoing description is subject to, and qualified in its entirety by reference to, the form of lock-up agreement filed as an exhibit to the registration statement of which this prospectus forms a part.

Related Party Transactions Policy

We intend to adopt a written related person transactions policy that sets forth our policies and procedures regarding the identification, review, consideration and oversight of “related person transactions.” For purposes of the policy only, a “related person transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we or any of our subsidiaries are participants involving an amount that exceeds $120,000, in which any “related person” has a material interest.

Transactions involving compensation for services provided to us by an employee, consultant or director will not be considered related person transactions under this policy. A related person is any executive officer, director, nominee to become a director or a holder of more than 5% of any class of our voting securities (including our common stock), including any of their immediate family members and affiliates, including entities owned or controlled by such persons.

Under the policy, the related person in question or, in the case of transactions with a holder of more than 5% of any class of our voting securities, an officer with knowledge of a proposed transaction, must present information regarding the proposed related person transaction to our audit committee (or, where review by our audit committee would be inappropriate or if such committee has not yet been established when the policy is adopted, to another independent body of our board of directors) for review. To identify related person transactions in advance, we will rely on information supplied by our executive officers, directors and certain significant stockholders. In considering related person transactions, our audit committee (or another independent body of our board of directors) will take into account the relevant available facts and circumstances, which may include, but are not limited to:

●

the risks, costs, and benefits to us;

●

the impact on a director’s independence in the event the related person is a director, immediate family member of a director or an entity with which a director is affiliated;

●

the terms of the transaction;

●

thee availability of other sources for comparable services or products; and

●

the terms available to or from, as the case may be, unrelated third parties.

Our audit committee (or if such committee has not yet been established when the policy is adopted, another independent body of our board of directors) will approve only those transactions that such committee or body determines are fair to us and in the company’s best interests. All of the transactions described above were entered into prior to the adoption of such policy.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of June 15, 2026, by:

●

each of our named executive officers;

●

each of our directors;

●

all of our current directors and executive officers as a group; and

●

each person, or group of affiliated persons, who beneficially own more than 5% of our common stock.

We have determined beneficial ownership in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Except as indicated by the footnotes below, we believe, based on information furnished to us, that the persons and entities named in the table below have sole voting and sole investment power with respect to all shares of common stock that they beneficially owned, subject to applicable community property laws.

The percentage of shares beneficially owned is computed on the basis of 48,323,166 shares of common stock outstanding as of June 15, 2026 after giving effect to the Transactions. Shares of common stock that a person has the right to acquire within 60 days of such date are deemed outstanding for purposes of computing the percentage ownership of the person holding such rights, but are not deemed outstanding for purposes of computing the percentage ownership of any other person, except with respect to the percentage ownership of all directors and executive officers as a group. Unless otherwise indicated, the address of each beneficial owner in the table below is c/o Matternet, Inc., 355 Ravendale Drive, Mountain View, CA 94043.

	Beneficial Ownership
Name	Shares		%
5% Stockholders:
Andreas Raptopoulos⁽¹⁾		8,075,495		16.0
Mark Tompkins⁽²⁾		4,729,165		9.6
5G Ventures S.A.⁽³⁾		3,783,828		7.8
Entities affiliated with CerraCap⁽⁴⁾		2,473,202		5.1
Directors and Named Executive Officers:
Alexander Norman-Elvenich⁽⁵⁾		376,152		*
Jason Secore⁽⁶⁾		681,181		1.4
Ian Jacobs⁽⁷⁾		475,000		*
Chris Dawson⁽⁸⁾		344,763		*
Sanjay Kottee⁽⁹⁾		31,202		*
Laurence J. Marton, M.D.⁽¹⁰⁾		521,190		1.1
Saurabh Ranjan⁽⁴⁾		2,473,202		5.1
Directors and executive officers as a group (7 persons)⁽¹¹⁾		12,503,185		23.9

Less than 1%.

(1)

Includes (i) 5,928,335 shares of common stock and (ii) 2,147,160 shares underlying options that have vested as of June 15, 2026 or will vest within 60 days of such date.

(2)

Includes (i) 2,358,333 Retained Pre-Merger Shares, (ii) 852,083 shares issued upon conversion of a Bridge Note, (iii) 852,083 shares issuable upon exercise of a Bridge Warrant and (iii) 666,666 shares purchased by Mr. Tompkins in the Private Placement. The address of Mr. Tompkins is App 1, Via Guidino 23, 6900 Lugano-Paradiso, Switzerland.

(3)

Includes (i) 3,603,214 shares of common stock and (ii) 180,614 shares issuable upon exercise of a warrant held by 5G Ventures S.A. in its capacity as Manager of and representing Phaistos Investment Fund. The address of 5G is 83 Marathonodromou Street, 15125 Marousi, Greece.

(4)

Includes (i) 415,245 shares held by Cerracap Growth Fund I LP, (ii) 787,091 shares held by Cerracap II, LP, (iii) 369,235 shares held by Cerracap International Investments SPC, (iv) 784,965 shares held by Cerracap Ventures Matternet LLC ((i) - (iv) collectively, “Cerracap”) (v) 58,333 shares purchased by Cerracap Growth Fund I LP in the Private Placement and (vi) 58,333 shares purchased by Cerracap II, LP in the Private Placement. Saurabh Ranjan is a Managing Partner of Cerracap and may be deemed to have shared voting and dispositive power with respect to the shares held by Cerracap and as a result may be deemed to have beneficial ownership of such shares. The address for Cerracap is 650 Town Center Drive, Suite # 1870, Costa Mesa, CA 92626.

(5)

Includes 376,152 shares underlying options that have vested as of June 15, 2026 or will vest within 60 days of such date.

(6)

Includes (i) 105,682 shares of common stock and (ii) 575,499 shares underlying options that have vested as of June 15, 2026 or will vest within 60 days of such date.

(7)

Includes (i) 325,000 Retained Pre-Merger Shares, (ii) 75,000 shares issued upon conversion of a Bridge Note, and (iii) 75,000 shares issuable upon exercise of a Bridge Warrant.

(8)

Includes 344,763 shares underlying options that have vested as of June 15, 2026 or will vest within 60 days of such date.

(9)

Includes 31,202 shares underlying options that have vested as of June 15, 2026 or will vest within 60 days of such date.

(10)

Includes (i) 52,003 shares of common stock and (ii) 469,187 shares underlying options that have vested as of June 15, 2026 or will vest within 60 days of such date.

(11)

Includes (i) 8,559,222 shares of common stock and (ii) 3,943,963 shares underlying options that have vested as of June 15, 2026 or will vest within 60 days of such date.

SELLING STOCKHOLDERS

The selling stockholders may offer and sell, from time to time, any or all of the shares of common stock being offered for resale by this prospectus, which consists of:

●

up to 9,552,427 PIPE Shares;

●

up to 33,199,252 Merger Shares;

●

up to 2,499,998 Bridge Shares;

●

up to 2,499,998 Bridge Warrant Shares;

●

up to 677,260 Placement Agent Warrant Shares;

●

up to 369,142 Legacy Warrant Shares;

●

up to 2,683,333 Retained Pre-Merger Shares; and

●

up to 120,833 Advisor Shares.

Certain of the Legacy Matternet stockholders listed below have entered into agreements that restrict the transfer of the shares of our common stock that otherwise may be sold from time to time pursuant to the registration statement of which this prospectus forms part. See the section titled “Certain Relationships and Related Party Transactions—Lock-Up Agreements” for further discussion.

As used in this prospectus, the term “selling stockholders” includes the selling stockholders listed in the table below, together with any additional selling stockholders listed in a subsequent amendment to this prospectus, and their donees, pledgees, assignees, transferees, distributees and successors-in-interest that receive shares in any non-sale transfer after the date of this prospectus. As of the date of this prospectus, we had 48,323,166 shares of common stock outstanding.

The following table provides, as of the date of this prospectus, information regarding the beneficial ownership of our common stock of each selling stockholder (assuming the full exercise of the warrants held by the selling stockholder), the number of shares of common stock that may be sold by each selling stockholder under this prospectus and that each selling stockholder will beneficially own assuming all shares of common stock that may be offered pursuant to this prospectus are sold. Because each selling stockholder may dispose of all, none or some portion of their securities, no estimate can be given as to the number of securities that will be beneficially owned by a selling stockholder upon termination of this offering. For purposes of the table below, however, we have assumed that after termination of this offering none of the securities covered by this prospectus will be beneficially owned by the selling stockholders and further assumed that the selling stockholders will not acquire beneficial ownership of any additional securities during the offering. In addition, the selling stockholders may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time and from time to time, our securities in transactions exempt from the registration requirements of the Securities Act after the date on which the information in the table is presented.

Except as set forth in the footnotes below, the address of each selling stockholder is 355 Ravendale Drive, Mountain View, California 94043.

Please see the section titled “Plan of Distribution” for further information regarding the stockholders’ method of distributing these shares.

	Number of
	Shares		Number
	Beneficially		of Shares
	Owned		Registered		Beneficial Ownership
	Prior to		for Sale		After Offering
Name of Selling Stockholders	Offering		Hereby⁽¹⁾		Shares		%
Legacy Matternet Stockholders and Warrant Holders
2 Commas Family LP⁽²⁾		262,679		262,679		—		—
5G Ventures S.A. in its capacity as Manager of and representing Phaistos Investment Fund⁽³⁾		3,783,828		3,783,828		—		—
Entities affiliated with a16z⁽⁴⁾		106,336		106,336		—		—
AE Industrial HorizonX Venture Fund I, LP.⁽⁵⁾		336,030		336,030		—		—
AIS Equity Holdings, LLC⁽⁶⁾		83,165		83,165		—		—
Entities affiliated with Alchemist Accelerator⁽⁷⁾		226,388		226,388		—		—
Andreas Raptopoulos⁽⁸⁾		8,075,495		5,928,335		2,147,160		4.3
Emmanuel Raptopoulos⁽⁹⁾		120,838		120,838		—		—
Arete Bilgisayar Otom. Dan. ve Egt. Hiz. San. Tic. Ltd. Sti.⁽¹⁰⁾		156,029		156,029		—		—
Aurora Partners⁽¹¹⁾		296,687		296,687		—		—
Ben Hansen		33,952		33,952		—		—
Brandon Smith		31,202		31,202		—		—
Bright Success Capital Limited⁽¹²⁾		49,761		49,761		—		—
Bryan Baugher		105,682		105,682		—		—
Caitlin Sparks		145,608		145,608		—		—
Carter Creek Cattle LLC⁽¹³⁾		105,021		105,021		—		—
Central Valley Administrators, Inc. ⁽¹⁴⁾		49,711		49,711		—		—
Entities affiliated with Cerracap⁽¹⁵⁾		2,473,202		2,473,202		—		—
Cherry Tree Fund II LLP⁽¹⁶⁾		30,690		30,690		—		—
Chris Dedoussis		78,687		78,687		—		—
Chris Hinkle		160,342		160,342		—		—
Cross Continent Capital LLC⁽¹⁷⁾		78,924		78,924		—		—
Dan Sutera		78,013		78,013		—		—
Darlene Damm		208,012		208,012		—		—
Derek Ma		62,187		62,187		—		—
Die Schweizerische Post AG⁽¹⁸⁾		234,704		234,704		—		—
Dimitar Pachov		260,014		260,014		—		—
Dmitrii Lapshukov⁽¹⁹⁾		126,457		52,003		74,454		*
Edith Turk		122,315		122,315		—		—
Elcomponics Sales Pvt. Ltd.⁽²⁰⁾		51,246		51,246		—		—
Ethread Properties, LLC⁽²¹⁾		105,682		105,682		—		—
Evan Trostel		78,764		78,764		—		—
Fetch Group Ltd.⁽²²⁾		67,290		67,290		—		—
Frederic Emam Zade Gerardino		52,003		52,003		—		—
FVMN1, LLC⁽²³⁾		476,157		476,157		—		—
Gabel Holdings⁽²⁴⁾		1,243,169		1,243,169		—		—
Georgios Karageorgiou⁽²⁵⁾		195,897		195,897		—		—
Gershon Bassman 2012 Descendants Trust⁽²⁶⁾		187,828		187,828		—		—
Guil Mobility Ventures LLC⁽²⁷⁾		166,765		166,765		—		—
Haider Shamim Living Trust⁽²⁸⁾		79,843		79,843		—		—

	Number of
	Shares		Number
	Beneficially		of Shares
	Owned		Registered		Beneficial Ownership
	Prior to		for Sale		After Offering
Name of Selling Stockholders	Offering		Hereby⁽¹⁾		Shares		%
Hans Andrew Schultz		95,477		95,477		—		—
HPAP Holdings, LLC⁽²⁹⁾		946,091		946,091		—		—
HRC 2139 Investments LLC ⁽³⁰⁾		22,994		22,994		—		—
Entities affiliated with Hughes Ventures⁽³¹⁾		45,147		45,147		—		—
Ido Baruchin		437,950		437,950		—		—
Immigration Attorneys, LLP⁽³²⁾		52,003		52,003		—		—
Innovation Growth Fund I L.P.⁽³³⁾		40,747		40,747		—		—
Ioannis Mendrinos⁽³⁴⁾		422,823		39,828		382,995		*
Jacob Kupietzky⁽³⁵⁾		166,430		166,430		—		—
J. Cure Land LLC⁽³⁶⁾		315,063		315,063		—		—
Jason Calaiaro		52,003		52,003		—		—
Jason Secore⁽³⁷⁾		681,181		105,682		575,499		1.2
Jeffrey B. Russell		332,665		332,665		—		—
Jeffrey Shaver⁽³⁸⁾		118,912		52		118,860		*
Jim O’Sullivan		156,009		156,009		—		—
John Walker		52,003		52,003		—		—
Jonathan Challinger		37,267		37,267		—		—
Joseph E Burford		131,276		131,276		—		—
Josephine Graves⁽³⁹⁾		269,720		41,602		228,118		*
Josh May		1,056,173		1,056,173		—		—
Kea Investment Partners⁽⁴⁰⁾		50,052		50,052		—		—
Kendall Larsen		45,500		45,500		—		—
Kismat Capital Trust⁽⁴¹⁾		52,839		52,839		—		—
Kris Duggan		52,003		52,003		—		—
Kuan Li		33,887		33,887		—		—
Lamda Development S.A.⁽⁴²⁾		330,106		330,106		—		—
Laurence J. Marton⁽⁴³⁾		521,190		52,003		469,187		*
Levitate Capital LP⁽⁴⁴⁾		40,747		40,747		—		—
Lior Zorea		36,839		36,839		—		—
Loek Derks⁽⁴⁵⁾		269,612		269,612		—		—
M. Cure Holdings, LLC⁽⁴⁶⁾		525,701		525,701		—		—
MA-0606 FUND I, a series of RED BEARD VENTURES SYNDICATES, LP⁽⁴⁷⁾		60,583		60,583		—		—
Marc Shillum		188,511		188,511		—		—
Mark Hayes		262,679		262,679		—		—
Mark R. Mitchell Revocable Trust⁽⁴⁸⁾		71,429		36,762		34,667		*
MAT Gaingels Fund I, a series of MV Funds, LP⁽⁴⁹⁾		67,073		67,073		—		—
Matador Cattle LLC⁽⁵⁰⁾		74,786		74,786		—		—
Matt May		105,682		105,682		—		—
McCallum Family Ventures, LLC⁽⁵¹⁾		37,563		37,563		—		—
McGuire Co LLC⁽⁵²⁾		180,456		180,456		—		—
McKesson Ventures LLC⁽⁵³⁾		78,052		78,052		—		—
Michael Guirguis		52,839		52,839		—		—
Mahendra Kaul		52,003		52,003		—		—
Miriam Turk		341,994		341,994		—		—
Entities affiliated with MVP^{(54) +}		878,868		878,868		—		—
Nathan Powell		74,834		74,834		—		—
NRB Holdings Limited⁽⁵⁵⁾		778,490		778,490		—		—
OLG, LLC⁽⁵⁶⁾		186,998		186,998		—		—
Oliver Evans⁽⁵⁷⁾		440,984		312,017		128,967		*

	Number of
	Shares		Number
	Beneficially		of Shares
	Owned		Registered		Beneficial Ownership
	Prior to		for Sale		After Offering
Name of Selling Stockholders	Offering		Hereby⁽¹⁾		Shares		%
Oliver Steinberg 2000 Trust⁽⁵⁸⁾		219,839		219,839		—		—
Olympic Investments Inc.⁽⁵⁹⁾		1,269,189		1,269,189		—		—
Paola Santana		1,560,087		1,560,087		—		—
Patrick W Smith⁽⁶⁰⁾		205,324		205,324		—		—
Ric Nation LLC⁽⁶¹⁾		105,682		105,682		—		—
Robert J. Sabers		284,776		284,776		—		—
Roland Busch⁽⁶²⁾		62,314		62,314
Ryan J. Cure		105,021		105,021		—		—
Singularity University⁽⁶³⁾		353,620		353,620		—		—
SJC Capital, LLC⁽⁶⁴⁾		528,414		528,414		—		—
Sony Corporation of America⁽⁶⁵⁾		69,767		69,767		—		—
The Marks Family 1999 Trust⁽⁶⁶⁾		52,839		52,839		—		—
The NB FW Properties Irrevocable Trust⁽⁶⁷⁾		97,497		97,497		—		—
Thomas Kendall		33,282		33,282		—		—
Ting Yin Kwan		51,312		51,312		—		—
Tri-Lead Capital, Inc.⁽⁶⁸⁾		60,638		60,638		—		—
William Koslow⁽⁶⁹⁾		104,484		52,481		52,003		*
William Robert Tung		312,017		312,017		—		—
Winklevoss Capital Fund, LLC⁽⁷⁰⁾		32,820		32,820		—		—
Entities affiliated with WS Investment Company LLC⁽⁷¹⁾		209,653		209,653		—		—
Other selling stockholders⁽⁷²⁾		370,891		370,891		—		*
Total—Legacy Matternet Stockholders and Warrant Holders		38,000,303		33,788,393		4,211,910

	Number of
	Shares		Number
	Beneficially		of Shares
	Owned		Registered		Beneficial Ownership
	Prior to		for Sale		After Offering
Name of Selling Stockholders	Offering		Hereby⁽¹⁾		Shares		%
Private Placement Stockholders, Bridge Noteholders, Bridge Warrant Holders, and Retained Pre-Merger Stockholders
20 Good Summers XP Corp⁽⁷³⁾		41,670		41,670		—		—
Abo Ilyayev		66,666		66,666		—		—
Accent Capital GmbH⁽⁷⁴⁾		125,000		125,000		—		—
ACNYC LLC⁽⁷⁵⁾		333,334		333,334		—		—
AltoIRA Custodian FBO John Armenio Roth IRA⁽⁷⁶⁾		16,667		16,667		—		—
AltoIRA Custodian FBO John Armenio Trad IRA⁽⁷⁷⁾		16,667		16,667		—		—
Amelon Smaller Companies Fund, LP⁽⁷⁸⁾		10,000		10,000		—		—
Andrew Becker		8,334		8,334		—		—
Anthony Abenante		20,000		20,000		—		—
Antonie Wobbe Ploegsma		183,000		183,000		—		—
Anuraag Kant		60,000		60,000		—		—
Ateet Ahluwalia		16,666		16,666		—		—
Barbara A. Stone Irrevocable Credit Shelter Trust⁽⁷⁹⁾		16,666		16,666		—		—
Brandon Craiger		8,334		8,334		—		—
Brett Nesland		10,000		10,000		—		—
Brian & Andrea Fischhoff		10,000		10,000		—		—
Brian Kandel		8,333		8,333		—		—
Brian Kombrink		13,334		13,334		—		—
Bruce A. Haverberg and Donna Haverberg		10,000		10,000		—		—

	Number of
	Shares		Number
	Beneficially		of Shares
	Owned		Registered		Beneficial Ownership
	Prior to		for Sale		After Offering
Name of Selling Stockholders	Offering		Hereby⁽¹⁾		Shares		%
Casimir Skrzypczak		9,000		9,000		—		—
Charles Sternberg		6,000		6,000		—		—
Chris Gordon		33,333		33,333		—		—
Chris Miao		8,334		8,334		—		—
Christopher Fiore		250,000		250,000		—		—
Christopher Washburn		8,000		8,000		—		—
Clay Lebhar		8,334		8,334		—		—
Crown Point Ventures LLC⁽⁸⁰⁾		8,334		8,334		—		—
Daniel Michael		25,000		25,000		—		—
Darby & Laura Vernon		10,000		10,000		—		—
Darin Beckering		33,334		33,334		—		—
David & Clelia Bernhardt Family Trust⁽⁸¹⁾		8,333		8,333		—		—
David Kulbacki		8,333		8,333		—		—
David W Hayes & Felicia Kopelman-Hayes		9,000		9,000		—		—
Deccan Pacific Ventures, LLC⁽⁸²⁾		9,000		9,000		—		—
DeLoach LS Investments LLC⁽⁸³⁾		33,334		33,334		—		—
Dierk Eckart		14,000		14,000		—		—
Donald P. Sesterhenn		7,000		7,000		—		—
Douglas Wertheimer		16,666		16,666		—		—
Due Mondi Investments LTD⁽⁸⁴⁾		9,000		9,000		—		—
Dyke Rogers		66,667		66,667		—		—
EE Holdings⁽⁸⁵⁾		2,333,333		2,333,333		—		—
Eliezer Lubitch		68,000		68,000		—		—
Elizabeth Clarke		10,000		10,000		—		—
Emre Schveighoffer		8,000		8,000		—		—
Evan Moyle		10,000		10,000		—		—
Evergreen Growth Group, LLC⁽⁸⁶⁾		33,333		33,333		—		—
Farouk Abdelmoneim		33,334		33,334		—		—
Gavin Kesten		8,334		8,334		—		—
George Assaly		50,000		50,000		—		—
Gerald Yanowitz		11,667		11,667		—		—
Gilbert S. Omenn Trust⁽⁸⁷⁾		30,000		30,000		—		—
Goodwin Family Limited Partnership⁽⁸⁸⁾		7,000		7,000		—		—
Goran Stefanovski		8,334		8,334		—		—
Green Tree Equity LLC⁽⁸⁹⁾		16,666		16,666		—		—
Gregg Chaplin		33,333		33,333		—		—
Grow Wealth II (GW Master Series LLC) ⁽⁹⁰⁾		16,667		16,667		—		—
Gubbay Investments, LLC⁽⁹¹⁾		15,000		15,000		—		—
Harry Isaac Rothenberg		13,334		13,334		—		—
Hayley Sieff		8,333		8,333		—		—
Healthcare Facilities Acquisition, LP⁽⁹²⁾		116,666		116,666		—		—
Hong Xue		10,000		10,000		—		—
Howard I. Freedberg Revocable Trust⁽⁹³⁾		33,334		33,334		—		—
Ian Jacobs⁽⁹⁴⁾		475,000		475,000		—		—
Ismail Yassin Lotfy Mansour⁽⁹⁵⁾		1,416,667		1,416,667		—		—
James J. Jr. and Carole L.		10,000		10,000		—		—
James Kuhn		20,000		20,000		—		—
James Wiesenberg		7,000		7,000		—		—
Jason Bishara		10,000		10,000		—		—
Jason Eggers		8,334		8,334		—		—
Jason Garmise		16,668		16,668		—		—
Jean Passeri		16,667		16,667		—		—
Jeffrey Gersten		33,334		33,334		—		—
Jeffrey Kristal		8,334		8,334		—		—

	Number of
	Shares		Number
	Beneficially		of Shares
	Owned		Registered		Beneficial Ownership
	Prior to		for Sale		After Offering
Name of Selling Stockholders	Offering		Hereby⁽¹⁾		Shares		%
Jeffrey R. Schlanger 2012 Trust⁽⁹⁶⁾		166,666		166,666		—		—
Jeffrey Robert Price		15,000		15,000		—		—
Jim Shepard		8,500		8,500		—		—
Joel Slaven		10,000		10,000		—		—
Joel Yanowitz and Amy Metzenbaum 2003 Rev Trust⁽⁹⁷⁾		12,000		12,000		—		—
John Ciraulo		20,000		20,000		—		—
John V. Wagner		20,000		20,000		—		—
Jonathon Brent Sowyrda		15,000		15,000		—		—
Joseph O. Manzi		17,000		17,000		—		—
Joshua S. Davis		16,666		16,666		—		—
Juiching Hsu		10,000		10,000		—		—
Kenneth Robert Tutton Jr.		13,000		13,000		—		—
Kent Tucker Andersen		66,667		66,667		—		—
Kevin Shearan		33,333		33,333		—		—
Khadiga Yassin Lotfi Mansour		83,250		83,250		—		—
Kirby Frank		17,000		17,000		—		—
Kyle Guillory		33,000		33,000		—		—
Lawrence Altman		8,333		8,333		—		—
Leonard M. Schiller Revocable Trust dtd 10/3/1997⁽⁹⁸⁾		33,333		33,333		—		—
Ligi Investments, LLP⁽⁹⁹⁾		33,334		33,334		—		—
Louis Buckworth		500,000		500,000		—		—
Lucretius Investments Ltd⁽¹⁰⁰⁾		33,334		33,334		—		—
Madison Trust Company FBO Daniel Walzman⁽¹⁰¹⁾		100,000		100,000		—		—
Marc Rothenberg		20,000		20,000		—		—
Margarita Bartulane		26,667		26,667		—		—
Marina Kafarski		20,000		20,000		—		—
Mark Tompkins⁽¹⁰²⁾		4,729,165		4,729,165		—		—
Matteo Berrettini		50,000		50,000		—		—
Michael Freeman		13,000		13,000		—		—
Michael J. Sigmund		16,667		16,667		—		—
Michael Paul Tompkins⁽¹⁰³⁾		291,660		291,660		—		—
Michael Santini		7,000		7,000		—		—
Michele K. Cooperberg Revocable Trust⁽¹⁰⁴⁾		8,333		8,333		—		—
MSRR 2 Limited⁽¹⁰⁵⁾		333,335		333,335		—		—
Nicholas Buckworth		8,334		8,334		—		—
Nicholas Griffiths		10,000		10,000		—		—
Nirav S. Parikh		10,000		10,000		—		—
Northlea Partners⁽¹⁰⁶⁾		17,000		17,000		—		—
Nunley Investments, LLC⁽¹⁰⁷⁾		66,666		66,666		—		—
Paul Sorkin		34,000		34,000		—		—
Peierls Various Accounts at JTC Group⁽¹⁰⁸⁾		159,000		159,000		—		—
Peierls, EJ		79,000		79,000		—		—
Philip Rabinovich		25,000		25,000		—		—
Plamen Alendarov		10,000		10,000		—		—
Prince and Peck, LLC⁽¹⁰⁹⁾		66,666		66,666		—		—
Rampart Horizon LP⁽¹¹⁰⁾		433,333		433,333		—		—
Reliance Wealth Management Ltd.⁽¹¹¹⁾		500,000		500,000		—		—
Richard David		12,000		12,000		—		—
Richard L. Anslow Rev Tr⁽¹¹²⁾		16,667		16,667		—		—
Rikkeline Tompkins⁽¹¹³⁾		20,832		20,832		—		—
Rishi K. Wadhwa		16,666		16,666		—		—
Robert E. Clements		50,000		50,000		—		—
Robert Hanna		8,334		8,334		—		—
Robert Janssen		10,000		10,000		—		—

	Number of
	Shares		Number
	Beneficially		of Shares
	Owned		Registered		Beneficial Ownership
	Prior to		for Sale		After Offering
Name of Selling Stockholders	Offering		Hereby⁽¹⁾		Shares		%
Robert Viggiano		8,333		8,333		—		—
Rodney Wade Mullis		8,333		8,333		—		—
Romel Fermano		20,000		20,000		—		—
Ronald R. Olson		40,000		40,000		—		—
S. Atiq Raza		33,334		33,334		—		—
Samuel Martin and Paige Martin		10,000		10,000		—		—
Samuel Wisnia		500,000		500,000		—		—
Savas Kiriakidis		8,334		8,334		—		—
SBD Consulting⁽¹¹⁴⁾		8,334		8,334		—		—
Sean Fitzpatrick		50,000		50,000		—		—
Seth Farbman		8,333		8,333		—		—
SP Capital Partners LLC⁽¹¹⁵⁾		25,000		25,000		—		—
Staci Chen		8,334		8,334		—		—
Stan Rabinovich		50,000		50,000		—		—
Stephen R. Mut		10,000		10,000		—		—
Steven M. Cohen		16,667		16,667		—		—
Steven Pederson		8,334		8,334		—		—
Telemark Fund, LP⁽¹¹⁶⁾		333,333		333,333		—		—
The Alan Berger Revocable Trust⁽¹¹⁷⁾		8,333		8,333		—		—
The Del Mar Consulting Group, Inc. 401(K) Plan⁽¹¹⁸⁾		25,000		25,000		—		—
The Melikian Family Residual Trust⁽¹¹⁹⁾		33,333		33,333		—		—
The Peierls Foundation, Inc.⁽¹²⁰⁾		162,000		162,000		—		—
Thomas Juul-Hansen		66,667		66,667		—		—
Thomas W. Ciano and Theresa Ann Ciano		8,334		8,334		—		—
Tim Romenesko		25,000		25,000		—		—
Tobias Tretter		100,000		100,000		—		—
Tom Janssen		13,334		13,334		—		—
Tomas Boeckx		16,667		16,667		—		—
Trent Dore Revocable Trust⁽¹²¹⁾		33,334		33,334		—		—
Tristan Greenwalt and Angela Greenwalt		13,333		13,333		—		—
Troy Hornbeck		40,000		40,000		—		—
Twenty Eight Capital Ltd.⁽¹²²⁾		41,666		41,666		—		—
Walid Elkhoury		8,334		8,334		—		—
Wealthing Investments XX, LLC⁽¹²³⁾		33,333		33,333		—		—
Web Investment Group, LLC⁽¹²⁴⁾		66,666		66,666		—		—
Wettenstein Family Foundation, Inc. ⁽¹²⁵⁾		50,000		50,000		—		—
William Chen		8,334		8,334		—		—
William K. Robertson		83,334		83,334		—		—
William R. Hunt Jr.		8,334		8,334		—		—
Wolsonovich SEF, LLC⁽¹²⁶⁾		16,667		16,667		—		—
Xianting Liao		10,000		10,000		—		—
Yassin Ibrahim Lotfy Mansour		166,666		166,666		—		—
Yong Hsu		10,000		10,000		—		—
YS Equities Trust⁽¹²⁷⁾		33,333		33,333		—		—
Total— Private Placement Stockholders, Bridge Noteholders, Bridge Warrant Holders, and Retained Pre-Merger Stockholders		17,015,757		17,015,757		—		—

	Number of
	Shares		Number
	Beneficially		of Shares
	Owned		Registered		Beneficial Ownership
	Prior to		for Sale		After Offering
Name of Selling Stockholders	Offering		Hereby⁽¹⁾		Shares		%
Placement Agent Warrant Holders
David Landskowsky		127,398		127,398		—		—
Dinosaur Financial Group ⁺		18,267		18,267		—		—
Eric Nicolassy		2,943		2,943		—		—
Eric Rubenstein		127,398		127,398		—		—
Lori Tullman		2,817		2,817		—		—
MCP Securities, LLC ⁺		5,600		5,600		—		—
Network 1 Financial Securities, Inc. ⁺		30,160		30,160		—		—
Phoenix Financial Services ⁺		23,013		23,013		—		—
Scott Cardone		11,178		11,178		—		—
Seaport Global Securities LLC ⁺		142,136		142,136		—		—
The Benchmark Company, LLC ⁺		142,136		142,136		—		—
Tim Herrmann		13,450		13,450		—		—
Vincent LaBarbara		30,764		30,764		—		—
Total—Placement Agent Warrant Holders		677,260		677,260		—		—

Advisor Stockholders
Ali Kashani		83,333		83,333		—		—
Sichenzia Ross Ference Carmel LLP⁽¹²⁸⁾		28,125		28,125		—		—
Barrett S. DiPaolo⁽¹²⁹⁾		9,375		9,375		—		—
Total—Advisor Stockholders		120,833		120,833		—		—

The selling stockholder is a broker-dealer or an affiliate of a broker-dealer. The selling stockholder has represented to us that (i) it purchased the securities in the ordinary course of business, and (ii) at the time of the purchase of the securities, the selling stockholder had no agreements or understandings, directly or indirectly, with any person to distribute the securities.

(1)

Assumes the sale of all shares offered in this prospectus.

(2)

Clayton Sporich may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Mr. Sporich, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is 4508 Stanhope Street, Dallas, TX 75205.

(3)

Includes (i) 3,603,214 shares of common stock and (ii) 180,614 shares underlying warrants that are exercisable as of June 15, 2026. The business address for the selling stockholder is 83 Marathonodromou Street, 151 25 Marousi, Greece.

(4)

Consists of (i) 82,560 shares of common stock held by a16z Seed-III, LLC (“AH Seed-III”) and (ii) 23,776 shares of common stock held by Andreessen Horowitz Fund III, L.P. (“AH Fund III”), for itself and as nominee for Andreessen Horowitz Fund III-A, L.P. (“Fund III-A”), Andreessen Horowitz Fund III-B, L.P. (“Fund III-B”), and Andreessen Horowitz Fund III-Q, L.P. (together with AH Fund III, Fund III-A, Fund III-B and AH Seed-III the “AH Fund III Entities”). AH Equity Partners III, L.L.C (“AH Equity Partners III”) is the general partner of the AH Fund III Entities and may be deemed to hold sole voting and dispositive power over the shares held by the AH Fund III Entities. The managing members of AH Equity Partners III are Marc Andreessen and Ben Horowitz. Each of Messrs. Andreessen and Horowitz may be deemed to hold shared voting and dispositive power over the shares held by the AH Fund III Entities. Each of Messrs. Andreessen and Horowitz, however, disclaim any beneficial ownership of these shares except to the extent of any pecuniary interest therein. The business address for the selling stockholder is 2865 Sand Hill Road, Suite 101, Menlo Park, CA 94025.

(5)

The business address for the selling stockholder is 6700 Broken Sound Pkwy NW, Boca Raton, FL 33487.

(6)

Arthur Maxwell may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Mr. Maxwell, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is 25 Tucker Dr., Leominster, MA 01453.

(7)

Includes (i) 154,709 shares held by Alchemist Accelerator, LLC and (ii) 71,679 shares held by Alchemist Accelerator Fund I, LLC. Ravi Belani may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Mr. Belani, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is 1000 Brickell Ave, Suite 715 PMB 5087, Miami, FL 33131.

(8)

Includes (i) 5,928,335 shares of common stock and (ii) 2,147,160 shares underlying options that have vested as of June 15, 2026 or will vest within 60 days of such date. Andreas Raptopoulos is our Chief Executive Officer and a member of our board of directors.

(9)

Emmanuel Raptopoulos is the brother of Andreas Raptopoulos, our Chief Executive Officer and a member of our board of directors.

(10)

The address of the selling stockholder is

(11)

Includes (i) 280,227 shares of common stock and (ii) 16,460 shares underlying warrants that are exercisable as of June 15, 2026. Fadi Ghandour may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Mr. Ghandour, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is Dubai Design District, Building 7B, Office 208, Dubai-UAE.

(12)

Hilton Tam may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Mr. Tam, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is 23F Unit 02, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong.

(13)

William R. Streetere may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Mr. Streetere, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is Thompson Parkway, Johnstown CO 80534.

(14)

Richard Merkin may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Mr. Merkin, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is 3115 Ocean Front Walk, Suite 301, Marina del Rey, CA 90292.

(15)

Includes (i) 415,245 shares held by Cerracap Growth Fund I LP, (ii) 787,091 shares held by Cerracap II, LP, (iii) 369,235 shares held by Cerracap International Investments SPC, (iv) 784,965 shares held by Cerracap Ventures Matternet LLC, (v) 58,333 shares purchased by Cerracap Growth Fund I LP in the Private Placement and (vi) 58,333 shares purchased by Cerracap II, LP in the Private Placement. Saurabh Ranjan is a Managing Partner of Cerracap and may be deemed to have shared voting and/or investment control over the securities held by the selling stockholder. Mr. Ranjan, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is 650 Town Center Drive, Suite # 1870, Costa Mesa, CA 92626.

(16)

Franck Blais may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Mr. Blais, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is 6 Shenton Way #13-12 OUE, Downtown 2, Singapore 068809.

(17)

Amir Zfira may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Mr. Zfira, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is c/o Amir Zfira, 6661 NW 43rd Terrace, Boca Raton, FL 33496.

(18)

The address of the selling stockholder is Wankdorfallee 4, 3030 Bern, Switzerland.

(19)

Includes (i) 52,003 shares of common stock and (ii) 74,454 shares underlying options that have vested as of June 15, 2026 or will vest within 60 days of such date.

(20)

Satyendra Narayan Dwivedi may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Mr. Dwivedi, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is C-24, Phase II Noida - 201304, UP, India.

(21)

Harris S. Rose may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Mr. Rose, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is 2011 Paddington Drive, Park City, UT 84060.

(22)

Each of Rajiv Rattan and Anjali Nashier may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Each of Mr. Rattan and Ms. Nashier, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is c/o Quadris Solutions, Ltd., Talacker 21, PO Box, 8022 Zurich, Switzerland.

(23)

The business address for the selling stockholder is c/o Falkon Ventures, 600 Congress Ave., 14th Floor, Austin, TX 78701.

(24)

Case P. Gabel may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Mr. Gabel, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is PO Box 758, Galeton, CO 80622.

(25)

Includes (i) 185,030 shares of common stock and (ii) 10,867 shares underlying warrants that are exercisable as of June 15, 2026.

(26)

Each of Aryeh Bassman and Abraham J. Stern may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Each of Messrs. Bassman and Stern, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is 6039 N Bernard St., Chicago, IL 60659.

(27)

Lionel Sebastian Kaufmann Vogt may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Mr. Vogt, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is Av. La Dehesa 1500, Office 302, Floor 3, Lo Barnechea, Santiago, Chile.

(28)

The address of the selling stockholder is

(29)

Bart Plaskoff may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Mr. Plaskoff, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is 7807 Morton St., Dallas, TX 75209.

(30)

Includes (i) 17,290 shares of common stock and (ii) 5,704 shares underlying warrants that are exercisable as of June 15, 2026. Amer Haider may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Mr. Haider, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is 12621 Paseo Cerro, Saratoga, CA 95070.

(31)

Includes (i) 37,908 shares held by Hughes Ventures, LLC and (ii) 7,239 shares held by Hughes Ventures II, LLC. James V. Buzzitta may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Mr. Buzzitta, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is 1300 Michigan St., NE Suite 100, Grand Rapids, MI 49503.

(32)

Ira Azulay may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Mr. Azulay, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is 300 W. Adams St., Suite 500, Chicago, IL 60606.

(33)

The business address for the selling stockholder is c/o Innovation Growth Ventures Co. Ltd., 1-9-1 Marunouchi, Chiyoda-ku, Tokyo 100-6756 Japan.

(34)

Includes (i) 37,619 shares of common stock, (ii) 382,995 shares underlying options that have vested as of June 15, 2026 or will vest within 60 days of such date and (iii) 2,209 shares underlying warrants that are exercisable as of June 15, 2026.

(35)

Includes (i) 116,430 shares of common stock held by the seller stockholder prior to the Merger and (ii) 50,000 shares purchased by the seller stockholder in the Private Placement.

(36)

John P. Cure may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Mr. Cure, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is PO Box 446, Burlington, CO 80807.

(37)

Includes (i) 105,682 shares of common stock and (ii) 575,499 shares underlying options that have vested as of June 15, 2026 or will vest within 60 days of such date. Jason Secore is our Chief Financial Officer.

(38)

Includes (i) 52 shares of common stock and (ii) 118,860 shares underlying options that have vested as of June 15, 2026 or will vest within 60 days of such date.

(39)

Includes (i) 41,602 shares of common stock and (ii) 228,118 shares underlying options that have vested as of June 15, 2026 or will vest within 60 days of such date.

(40)

Julie Meyer may be deemed to have voting and/or investment control over the securities held by the selling stockholder. The business address for the selling stockholder is c/o VIVA Investment Partners AG, Dufourstrasse 7, Zollikon 8702, Switzerland.

(41)

H. Anne Sinnott may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Ms. Sinnott, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is 6837 Cody Trail, Park City, UT 84098.

(42)

Includes (i) 311,793 shares of common stock and (ii) 18,313 shares underlying warrants that are exercisable as of June 15, 2026. The business address for the selling stockholder is 37A Kifissias Ave., Maroussi, Greece.

(43)

Includes (i) 52,003 shares of common stock and (ii) 469,187 shares underlying options that have vested as of June 15, 2026 or will vest within 60 days of such date. Laurence J. Marton is a member of our board of directors.

(44)

Michael Linse may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Mr. Linse, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is 200 S. Virginia St., Fl 8 PMB 1346127, Reno, NV 89501.

(45)

Includes (i) 254,654 shares of common stock and (ii) 14,958 shares underlying warrants that are exercisable as of June 15, 2026.

(46)

Each of Jonas R. Cure and Jarret D. Cure may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Each of Messrs. Cure and Cure, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is 30501 County Road, 39 Wray, CO 80758.

(47)

Drew Austin Greenfield may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Mr. Greenfield, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is PO Box 3217, Seattle, WA 98114.

(48)

Includes (i) 36,762 shares of common stock and (ii) 34,667 shares underlying options that have vested as of June 15, 2026 or will vest within 60 days of such date. The business address for the selling stockholder is 45 East 22nd Street, #30A, New York, New York 10010.

(49)

Morgan Schwanke may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Mr. Schwanke, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is PO Box 3217, Seattle, WA 98114.

(50)

Zachary May may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Mr. May, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is 2489 W. Main St., Littleton, CO 80120.

(51)

The business address for the selling stockholder is 11512 Hammock Oaks Ct., Lithia, FL 33547.

(52)

McLane McGuire may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Mr. McGuire, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is 2489 W. Main St., Littleton, CO 80120.

(53)

The business address for the selling stockholder is One Post Street, 21 st Floor, San Francisco, CA 94104.

(54)

Includes (i) 272,046 shares held by MV Startup Fund XXXVII LLC, (ii) 111,552 shares held by MVP ES FUND CXLIX LLC, (iii) 127,783 shares held by MVP ES Fund CXXXIV LLC, (iv) 314,154 shares held by MVP ES Fund LXIX LLC, and (v) 53,333 shares purchased by MVP ES Fund CLVI LLC in the Private Placement. William Clark, as fund manager, may be deemed to have shared voting and/or investment control over the securities held by the selling stockholder. Mr. Clark, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is 2903 E 2nd St., Austin, TX 78702.

(55)

Includes (i) 735,298 shares of common stock and (ii) 43,192 shares underlying warrants that are exercisable as of June 15, 2026. Harshbeena Zaveri may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Ms. Zaveri, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is Unit 29, Level 03, Gate Village Building 04, Dubai International Financial Centre, Dubai, UAE 506900.

(56)

Each of Joshua May and Amanda May may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Each of Mr. May and Ms. May, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is 2489 W. Main St., Littleton, CO 80120.

(57)

Includes (i) 312,017 shares of common stock and (ii) 128,967 shares underlying options that have vested as of June 15, 2026 or will vest within 60 days of such date.

(58)

Oliver David Steinberg may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Mr. Steinberg, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is 2909 Cole Ave., Ste. 300, Dallas, TX 75204.

(59)

Each of Antonios Papadimitriou and Michail Gialouris, in their capacity as directors of the selling stockholder, may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Each of Messrs. Papadimitriou and Gialouris, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is Heiligkreuz 2, Vaduz, FL9490, Liechtenstein.

(60)

Includes (i) 193,933 shares of common stock and (ii) 11,391 shares underlying warrants that are exercisable as of June 15, 2026.

(61)

Alec Edward Earl Johnson may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Mr. Johnson, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is 7135 Debbe Dr., Dallas, TX 75252.

(62)

Includes (i) 58,859 shares of common stock and (ii) 3,455 shares underlying warrants that are exercisable as of June 15, 2026.

(63)

Aaron Vaccaro may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Mr. Vaccaro, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is 455 Market St., Suite 1940 PMB 350584, San Francisco, CA 94105.

(64)

Scott Benjamin Cure may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Mr. Cure, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is 903 Fairway Dr., O’Neill, NE 68763.

(65)

Sony Corporation of America is a wholly-owned subsidiary of Sony Group Corporation, a publicly traded company. The business address for the selling stockholder is Sony Corporation of America, 25 Madison Avenue, 26th Floor New York, New York 10010.

(66)

The address of the selling stockholder is

(67)

Includes (i) 92,089 shares of common stock and (ii) 5,408 shares underlying warrants that are exercisable as of June 15, 2026. William Chandler Wonderly may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Mr. Wonderly, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is 840 Newport Center Dr., Suite 450, Newport Beach, CA 92660.

(68)

Includes (i) 57,272 shares of common stock and (ii) 3,366 shares underlying warrants that are exercisable as of June 15, 2026. Honglin Zhang may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Mr. Zhang, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is 120-399 Spring Garden Ave., Toronto, Ontario, Canada M2N 3H6.

(69)

Includes (i) 52,481 shares of common stock and (ii) 52,003 shares underlying options that have vested as of June 15, 2026 or will vest within 60 days of such date.

(70)

Each of Cameron Howard Winklevoss and Tyler Howard Winklevoss may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Each of Messrs. Winklevoss and Winklevoss, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is Farmers Bank Building, 301 North Market Street, Suite 1463, Wilmington, DE 19801.

(71)

Includes (i) 104,006 shares of common stock held by WS Investment Company LLC (2013A), (ii) 54,636 shares of common stock held by WS Investment Company LLC (2019A), and (iii) 51,010 shares of common stock held by WS Investment Company LLC (25A). James D. Hinson may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Mr. Hinson, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is 650 Page Mill Road, Palo Alto, CA 94304.

(72)

Includes selling securityholders not otherwise listed in this table who within the groups indicated collectively beneficially own less than 1% of our common stock.

(73)

The business address for the selling stockholder is 74 Muzich Place, Woodbridge Ontario, L4L 9C5, Canada.

(74)

Joerg Schweizer, as director of the selling stockholder, may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Mr. Schweizer, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is Neuhauser Str. 3, 80331 Munich, Germany.

(75)

Andrew Cader may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Mr. Cader, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is 300 Beach Dr. NE, Unit 2401, St. Petersburg, FL 33701.

(76)

The business address for the selling stockholder is 500 11th Ave N, Suite 790, Nashville, TN 37203.

(77)

The business address for the selling stockholder is 500 11th Ave N, Suite 790, Nashville, TN 37203.

(78)

Gregory Fujii, as managing member of Amelon Capital Management and general partner of Amelon Smaller Companies Fund, LP may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Mr. Fujii, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is 125 S Wacker Drive #300, Chicago, IL 60606.

(79)

Joel A. Stone, as trustee, may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Mr. Stone, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is 1772 Sabal Palm Dr., Boca Raton, FL 33432.

(80)

Raymond Chung may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Mr. Chung, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is 186 Crown Point Road, Parsippany, NJ 07054.

(81)

Each of David Bernhardt and Clelia Bernhardt may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Each of Mr. Bernhardt and Ms. Bernhardt, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is 955 Animosa Drive, Durango, CO 81301.

(82)

Ramesh Karipineni may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Mr. Karipineni, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is 44655 Vista Grande Terrace, Freemont, CA 94539.

(83)

Dennis R. DeLoach Jr. may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Mr. DeLoach Jr., however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is 7868 Lantana Creek Road, Largo, FL 33777.

(84)

Robert Beadle may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Mr. Beadle, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is 8620 Willow Wind, Boerne, TX 78015.

(85)

Includes (i) 833,333 shares issued upon conversion of a Bridge Note, (ii) 833,333 shares issuable upon exercise of a Bridge Warrant, and (iii) 666,667 shares purchased by the selling stockholder in the Private Placement. Lucy Jade Poignand may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Ms. Poignand, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is 3rd Floor, 44 Esplanade, St Helier, Jersey, JE4 9WG.

(86)

Heather L. McCormick may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Ms. McCormick, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is 16420 SE McGillivray Blvd., Suite 103-195 Vancouver, WA 98683.

(87)

Gilbert S. Omenn may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Mr. Omenn, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is 3340 East Dobson Place, Ann Arbor, MI 48105.

(88)

Thomas W. Goodwin may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Mr. Goodwin, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is 2 Philbrook Terrace, Lexington, MA 02421.

(89)

The business address for the selling stockholder is 5 Tillou Rd West, South Orange, NJ 07079.

(90)

Yang Lin may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Mr. Lin, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is 4425 Falcon Head Blvd, Building E -Suite 100 Austin, TX 78738.

(91)

David Gubbay may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Mr. Gubbay, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is 898 Barcelona Drive, Boca Raton, FL 33432.

(92)

Ed Burnbaum may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Mr. Burnbaum, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is 1605 46th Street, Brooklyn, NY 11204.

(93)

The business address for the selling stockholder is 3861 Maple Avenue, Northbrook, IL 60062.

(94)

Includes (i) 325,000 Retained Pre-Merger Shares, (ii) 75,000 shares issued upon conversion of a Bridge Note, and (iii) 75,000 shares issuable upon exercise of a Bridge Warrant. Ian Jacobs is a former executive officer and former member of the board of directors of LAVC.

(95)

Includes (i) 625,000 shares issued upon conversion of a Bridge Note, (ii) 625,000 shares issuable upon exercise of a Bridge Warrant, and (iii) 166,667 shares purchased by the selling stockholder in the Private Placement.

(96)

Teresa Schlanger, as trustee, may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Ms. Schlanger, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is 2660 South Ocean Blvd., 303 N. Palm Beach, FL 33480.

(97)

Joel Yanowitz may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Mr. Yanowitz, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is 3 Stanton Way, Mill Valley, CA 94941.

(98)

Leonard Schiller, as trustee, may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Mr. Schiller, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is 16 Island Ave., Unit 7B, Miami Beach, FL 33139.

(99)

Alexander G. Ligeti may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Mr. Ligeti, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is 2679 NW 23rd Way, Boca Raton, FL 33431.

(100)

Matthew Mavridoglou may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Mr. Mavridoglou, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is Αgias Elenis 2, Floor 6, 1060 Nicosia, Cyprus.

(101)

Daniel Walzman may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Mr. Walzman, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is 1 Paragon Drive, Suite 275, Montvale, NJ 07645.

(102)

Includes (i) 2,358,333 Retained Pre-Merger Shares, (ii) 852,083 shares issued upon conversion of a Bridge Note, (iii) 852,083 shares issuable upon exercise of a Bridge Warrant and (iii) 666,666 shares purchased by the selling stockholder in the Private Placement. Mark Tompkins is a former member of the board of directors of LAVC.

(103)

Includes (i) 104,166 shares issued upon conversion of a Bridge Note, (ii) 104,166 shares issuable upon exercise of a Bridge Warrant, and (iii) 83,328 shares purchased by the selling stockholder in the Private Placement. Michael Paul Tompkins is the brother of Mark Tompkins.

(104)

Michele Cooperberg may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Mr. Cooperberg, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is 829 Kings Highway, Kennebunkport, ME 04046.

(105)

Rishi Raichura may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Mr. Raichura, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is 4305 Park Approach, Leeds, LS15 8GB, United Kingdom.

(106)

Dr. John Abeles, as the manager of the general partner of the selling stockholder, may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Dr. Abeles, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is 7235 Promenade Drive J-202 Boca Raton, FL 33433.

(107)

Pierce Nunley, as managing member, may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Mr. Nunley, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is c/o Spine Institute of LA, 1500 Line Ave., Suite 200, Shreveport, LA 71101.

(108)

The business address for the selling stockholder is JTC Trustees (Delaware) LLC, 1201 North Market Street, Suite 1002 Wilmington, DE 19801.

(109)

Greg Brock may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Mr. Brock, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is 14196 Muirfield Drive, Athens, AL 35613.

(110)

Each of Julie Gallon, James Bryant, Carola Breusch, as directors of the general partner of the selling stockholder, may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Each of Mr. Bryant and Mses. Gallon and Breusch, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is Whiteley Chambers, Don Street, St Helier Jersey, JE2 4TR.

(111)

Each of Sheldon Cartwright and Anya Sturrup may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Each of Mr. Cartwright and Ms. Stirrup, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is 2nd Floor, Goodman’s Bay Corporate Centre, West Bay Street, Nassau City, New Providence, The Bahamas.

(112)

The business address for the selling stockholder is 8053 Laurel Ridge Court, Delray Beach, FL 33446.

(113)

Includes (i) 10,416 shares issued upon conversion of a Bridge Note and (ii) 10,416 shares issuable upon exercise of a Bridge Warrant.

(114)

The business address of the selling stockholder is 9657 Vescovato Way, Boca Raton, FL 33496.

(115)

Philip Rabinovich, as managing member may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Mr. Rabinovich, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is 73 Holly Lane Roslyn Heights, NY 11577.

(116)

Colin S. McNay as sole owner of the general partner of the selling stockholder, may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Mr. McNay, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is 1 International Place Suite, 4620, Boston, MA 02110.

(117)

Alan Berger may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Mr. Berger, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is 4250 Norwood Lane Ln., Minneapolis, MN 55442.

(118)

Robert. B Prag may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Mr. Prag, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is 2455 El Amigo Road, Del Mar, CA 92014.

(119)

Diane Melikian may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Mr. Melikian, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is 2609 W. Lake Van Ness Circle, Fresno, CA 93711.

(120)

E. Jeffrey Peierls may be deemed to have voting and/or investment control over the securities held by the selling stockholder. Mr. Peierls, however, disclaims any beneficial ownership of these shares. The business address for the selling stockholder is 73 S. Holman Way, Golden, CO 80401.

Matternet, Inc. S-1