| (1) |
| Consist 10,418,103 shares of Class A Common Stock issuable upon the conversion of (a) certain unsecured convertible promissory notes issued in a private placement (the “March Financing”) to certain institutional investors pursuant to a Securities Purchase Agreement, dated as of March 21, 2025 (the “March SPA”); (b) certain unsecured convertible promissory notes issued upon exercise of certain incremental warrants issued in a private placement to certain institutional investors pursuant to a Securities Purchase Agreement, dated as of December 21, 2024; (c) certain unsecured convertible promissory notes issued upon exercise of certain incremental warrants issued in a private placement to certain institutional investors pursuant to a Securities Purchase Agreement, dated as of September 5, 2024; (d) certain unsecured convertible promissory notes issued upon exercise of certain incremental warrants issued in the March Financing pursuant to the March SPA; (e) certain unsecured convertible promissory notes issued in a private placement to certain institutional investors pursuant to a Securities Purchase Agreement, dated as of July 14, 2025; (f) certain unsecured convertible promissory notes issued on June 9, 2025 and August 22, 2025 (collectively, the “Unsecured Notes”) issued to an accredited investor in connection with that certain securities purchase agreement by and between the Company and certain institutional investors, dated May 8, 2023, as amended from time to time.
Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(i) under the Securities Act. The proposed maximum offering price per share and proposed maximum aggregate offering price are based on the conversion price of the Unsecured Notes. |