As filed with the Securities and Exchange Commission on April 2, 2026.

Registration No. 333-             

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

VIDA GLOBAL INC.

(Exact name of registrant as specified in its charter)

VIDA Global Inc.

12160 W Parmer Ln, Ste 130-716

Cedar Park, TX 78613

(833) 588-8432

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

Lyle Pratt

Chief Executive Officer

VIDA Global Inc.

12160 W Parmer Ln, Ste 130-716

Cedar Park, TX 78613

(833) 588-8432

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

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

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this Registration Statement.

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, a 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.

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

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the 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. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

VIDA Global Inc.

3,333,334 Shares of Class A Common Stock

This is the initial public offering of shares of Class A common stock of VIDA Global Inc. We are offering 3,333,334 shares of our Class A common stock.

Prior to this offering, there has been no public market for our Class A common stock. It is currently estimated that the initial public offering price per share of Class A common stock will be between $4.50 and $5.00 with a $4.75 assumed initial public offering price (which is the midpoint of the $4.50 to $5.00 range; this assumption is used throughout this prospectus).

We intend to apply to list our Class A common stock on the New York Stock Exchange American (“NYSE American”) under the symbol “VIDA”. No assurance can be given that our application will be approved with NYSE American. If shares of our Class A common stock are not approved for listing on NYSE American, we will not consummate this offering.

Upon completion of this offering, we will have two classes of common stock: Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock immediately following this offering are identical, except with respect to voting, conversion and transfer rights. Each share of Class A common stock is entitled to one vote. Each share of Class B common stock is entitled to 10 votes, is convertible at any time into one share of Class A common stock and is subject to mandatory conversion upon the occurrence of certain events, as further described in “Description of Capital Stock.” Our founder, Chief Executive Officer and director, Lyle Pratt, our co-founder and Chief Operating Officer, Brandon Robinson, and our co-founder, Chief Product Officer and director, Timothy Noah Hayes, the holders of our outstanding Class B common stock, will hold approximately 86.6% of the voting power of our outstanding capital stock immediately following this offering, or approximately 86.0% if the underwriters’ option to purchase additional shares of our Class A common stock is exercised in full. As a result, following this offering, Mr. Pratt, Mr. Robinson and Mr. Hayes will have the ability to control the outcome of matters submitted to our stockholders for approval, including the election of our directors and the approval of any change of control transaction, and we will be a “controlled company” within the meaning of the rules of the NYSE American. However, we currently do not intend to rely on the “controlled company” exemption under the rules of the NYSE American.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), and a “smaller reporting company,” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and will be subject to reduced public company reporting requirements. This prospectus complies with the requirements that apply to an issuer that is an emerging growth company and a smaller reporting company. See “Summary–Implications of Being an Emerging Growth Company and a Smaller Reporting Company.”

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 13 to read about factors you should consider before buying our securities.

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

(1) See “Underwriting” for a complete description of the compensation payable to the underwriters.

We have granted the underwriters the option for a period of 30 days to purchase up to an additional 500,000 shares of our Class A common stock at the initial public offering price, less the underwriting discounts and commissions, solely to cover over-allotments, if any.

The underwriters expect to deliver the securities against payment on or about                   , 2026.

Prospectus dated                    , 2026

TABLE OF CONTENTS

Neither we nor any of the underwriters have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any related free writing prospectuses. Neither we nor any of the underwriters take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the securities offered by this prospectus, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date regardless of the time of delivery of this prospectus or any sale of securities. Our business, financial condition, results of operations and prospects may have changed since that date.

Through and including                         , 2026 (the 25^th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to any unsold allotment or subscription.

For investors outside of the United States: Neither we nor any of the underwriters have done anything that would permit this offering or the possession or distribution of this prospectus or any free writing prospectus we may provide to you in connection with this offering in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside of the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities and the distribution of this prospectus outside of the United States. See “Underwriting.”

GLOSSARY OF TERMS

ABOUT THIS PROSPECTUS

Basis of Presentation

Certain monetary amounts, percentages and other figures included in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables or charts may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.

Market, Industry and Other Data

This prospectus includes estimates regarding market and industry data and forecasts, which are based on publicly available information, industry publications and surveys, reports from government agencies and our own estimates based on our management’s knowledge of, and experience in, the industry and markets in which we compete.

In presenting this information, we have made certain assumptions that we believe to be reasonable based on such data and other similar sources, and on our knowledge of, and our experience to date in, the markets for our products. Market data is subject to change and may be limited by the availability of raw data, the voluntary nature of the data gathering process and other limitations inherent in any statistical survey of market data. In addition, customer preferences are subject to change. Accordingly, you are cautioned not to place undue reliance on such market data.

Certain statistical data, estimates and forecasts contained in this prospectus are based on independent industry publications and other third-party sources. None of the independent industry publications or other third-party sources referred to in this prospectus were prepared on our behalf or at our expense, and we have not independently verified the data obtained from these sources. Moreover, we have not commissioned reports from any third parties.

Trademarks, Service Marks and Trade Names

This prospectus includes certain of our trademarks and trade names, which are protected under applicable intellectual property laws. This prospectus also may contain trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Solely for convenience, the trademarks, service marks, trade names and copyrights referred to in this prospectus are listed without the TM, SM, © and ® symbols, but we will assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors, if any, to these trademarks, service marks, trade names and copyrights.

SUMMARY

This summary highlights information included elsewhere in this prospectus. This summary may not contain all of the information that you should consider before deciding to invest in our securities. You should read this entire prospectus carefully, including the “Risk Factors” section immediately following this summary, “Cautionary Statement Regarding Forward-Looking Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the financial statements and related notes thereto included elsewhere in this prospectus, before making an investment decision to purchase our securities. Unless the context otherwise requires, all references to “Vida Global,” “we,” “us,” “our,” the “Company” and similar designations refer to VIDA Global Inc., a Delaware corporation.

VIDA GLOBAL INC.

Overview

VIDA Global Inc. is building the AI Agent Operating System for modern businesses (the “Vida Agent OS”). Our platform is designed to enable enterprises, service providers, software vendors, and entrepreneurs to deploy, govern, and manage production-grade AI agents across voice, messaging, email, and web. These agents connect to systems companies already rely on—such as phones, CRMs, ticketing tools, calendars, and billing systems—and are intended to perform work that often falls through the cracks, including recovering missed calls, qualifying leads, scheduling and confirming appointments, triaging support tickets, maintaining CRM accuracy, and initiating payments. For businesses, we believe these capabilities may help support faster response times, fewer dropped handoffs, and higher conversion and completion rates, although results vary by customer and use case.

Our mission is to make the AI-agent economy accessible to every business by equipping service and software providers with a platform for deploying and selling agents quickly and at scale. We focus on the “Business AI Agent” category—agents that are designed to operate within a company’s existing communication channels and systems of record to complete well-defined tasks such as answering inbound calls, responding to missed contacts, booking meetings, following up with prospects, and capturing payments.

We pursue a channel-first distribution strategy supplemented by targeted direct sales. We enable managed service providers (“MSPs”), IT solution providers, telecom advisors, technology agents, vertical software vendors, and UCaaS/CCaaS platforms to embed, resell, and operate Vida agents across their installed bases. These partners can manage many tenants from a single, secure, multi-tenant console and use branded options and pass-through billing to present agents as an integrated part of their existing offerings. At the same time, we maintain direct engagement with larger organizations that require hundreds of agents, deep integrations, and advanced governance and billing controls.

Our platform is designed to be omnichannel from the outset. Vida AI agents can handle inbound and outbound communication across voice, text messaging, email, and web chat, and are designed to work alongside a broad range of telephony systems, including SIP-based VoIP and PBX environments. Core workflows include inbound reception and routing, outbound lead follow-up with consent and retries, CRM summarization and tagging, appointment confirmations and reminders, and payment capture through customer-selected providers. Agents operate inside existing systems and are designed so that actions taken on behalf of the customer are recorded in the relevant systems of record with appropriate tags and attribution.

Under the surface, the Vida Agent OS brings together omnichannel I/O, AI model orchestration, policy and compliance controls, integrations with CRMs and other business systems, observability and auto-QA, usage-based billing, and embeddable interfaces and APIs. Turnkey connectors to schedulers, ticketing tools, and payments providers give agents the ability to read and write business data, while dashboards and tracing tools allow partners and customers to monitor throughput, conversion rates, and quality at the agent, tenant, and brand levels. Branded UIs, APIs, and billing integrations are intended to help partners commercialize agents as part of their existing product and service lines.

We operate in a nascent and rapidly evolving industry. We are building toward a long-term shift from software that people operate to software that operates on their behalf. We believe that this transition—from screen-based, seat-priced applications to agentic, outcome-aligned systems—will require safe orchestration, reliable integrations with systems of record, and distribution models that reach businesses through the vendors they already trust. Our limited operating history at the scale and scope contemplated by this offering, together with the early stage of the Business AI Agent category, means that our business, unit economics, and growth trajectory are subject to significant uncertainty.

Our Solution

The Vida Agent OS is a cloud-based platform designed to enable partners and customers to deploy, manage, and scale AI agents in production without having to build and maintain their own underlying agent infrastructure. Our platform is structured around several core layers:

Collectively, these layers are designed to allow partners and customers to focus on configuring agent policies, prompts, and workflows for their verticals and use cases, while we handle much of the underlying complexity around communications infrastructure, model orchestration, and compliance-oriented tooling. We believe this combination can reduce time-to-value, improve completion rates, and lower the barrier to adopting AI agents at scale, although performance and outcomes will vary by customer, configuration, and use case.

Key Benefits of Our Platform

We believe the Vida Agent OS offers several key benefits to partners and customers:

Our Market Opportunity

We participate in the emerging Business AI Agent market, which we define as software and related services that enable AI agents to perform business-critical tasks across communication channels and systems of record. Businesses increasingly expect more than software that records activity; they expect agentic systems that can autonomously perform work and advance workflows toward defined outcomes. This shift is occurring alongside a broader move from seat-based licensing to workload-driven architectures, but the transition can be complex due to misaligned per-seat pricing, the technical burden of multi-tenant orchestration and guardrails, and the regulatory requirements surrounding telephony, consent, and caller ID attestation.

Using third-party market data and our internal modeling, we size our addressable spend pool using a top-down approach based on outsourced customer service operations. Grand View Research estimates the global call and contact center outsourcing market at approximately $102.9 billion in 2025, growing to approximately $163.9 billion by 2030 (approximately 9.8% CAGR). Grand View Research also estimates the U.S. call and contact center outsourcing market at approximately $19.4 billion in 2024, growing to approximately $29.1 billion by 2030 (approximately 7% CAGR), and notes that the U.S. represented ~20% of the global market in 2024. We view this outsourced contact center spend (across voice, chat, email and other support modalities) as a relevant benchmark spend pool for business AI agents that automate and augment customer service operations.

We then layer an AI penetration factor to estimate the portion of this spend pool where generative AI and agentic automation are being deployed. Deloitte Digital’s 2024 Global Contact Center Survey reports 15% of contact centers were currently using GenAI, with an additional 26% planning to use it in 2024 and 42% planning to use it in 2025 (and 1 in 6 contact centers having deployed GenAI capabilities). Gartner has similarly predicted that by 2025, 80% of customer service and support organizations will be applying generative AI technology in some form to improve productivity and customer experience. Our estimates are based on third-party information and our internal assumptions (including how adoption translates into AI-enabled spend), have not been independently verified, and involve significant uncertainty; they are not predictions or forecasts of our future revenue.

We believe that our channel-led approach—reaching customers through existing providers and integrating agents directly into current systems—positions us to benefit if this category develops as we expect. Our platform is designed to address key adoption barriers by providing omnichannel communications, prebuilt integrations, compliance-oriented controls, and packaging aligned to usage and outcomes. However, market adoption may be slower, smaller, or materially different than we expect; competitive technologies could redefine the category; customer preferences may evolve; and our business may not grow at similar rates even if the category expands.

If adoption grows slower than we anticipate, if customers do not view our solutions as compelling or necessary, or if alternative approaches—including bundled offerings from larger platforms or in-house builds by enterprises—become preferred, our growth, revenue, and unit economics could be materially and adversely affected.

Our Growth Strategies

We intend to pursue a number of strategies to grow our business, expand our platform, and deepen our relationships with partners and customers, including:

Executing these strategies will require continued investment in our platform, go-to-market capabilities, and personnel. We may also evaluate strategic partnerships, product collaborations, or other corporate transactions that we believe could accelerate adoption of the Vida Agent OS, though we have no present commitments to do so.

Risks Associated with our Business

Investing in our securities involves a high degree of risk. Before you participate in this offering, you should carefully consider all of the information contained in this prospectus, including the information set forth under the heading “Risk Factors.” Some of the more significant risks include the following:

Risks Related to Our Business and Industry

Risks Related to Technology, Security, and Privacy

Risks Related to Intellectual Property

Risks Related to Legal and Regulatory Matters

Risks Related to Tax Matters

Risks Related to Our Initial Public Offering and Ownership of Our Class A Common Stock

Corporate Information

We were incorporated under the laws of the State of Delaware on March 11, 2022, under the name VIDA Global Inc. Our principal executive offices are located at 12160 W Parmer Ln, Ste 130-716, Cedar Park, TX 78613. Our telephone number is (833) 588-8432, and our website address is https://vida.io/. The information contained on, or that can be accessed through, our website is not incorporated by reference in this prospectus and does not form a part of this prospectus. You should not consider information contained on our website to be part of this prospectus in deciding whether to purchase our securities.

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

We are an “emerging growth company” as defined in the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take, and intend to take, advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as we continue to be an emerging growth company, including (i) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, (ii) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (iii) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements.

We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year following the fifth anniversary of the completion of this offering, (ii) the last day of the fiscal year in which we have total annual gross revenue of at least $1.235 billion, (iii) the last day of the fiscal year in which we are deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common equity securities held by non-affiliates was $700.0 million or more as of the last business day of the second fiscal quarter of such year or (iv) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this extended transition period and, as a result, we may adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-public companies instead of the dates required for other public companies.

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 until the fiscal year following the determination that our voting and non-voting common equity securities held by non-affiliates is $250 million or more measured on the last business day of our second fiscal quarter, or our annual revenues are less than $100 million during the most recently completed fiscal year and our voting and non-voting common equity securities held by non-affiliates is $700 million or more measured on the last business day of our second fiscal quarter.

Stock Split

Our board of directors and the holders of outstanding shares of our capital stock entitled to vote thereon have approved a stock split of our issued and outstanding shares of common stock at a ratio of 3.57-for-1, to be effective immediately prior to the effective date of the registration statement of which this prospectus forms a part. No fractional shares of common stock will be issued in connection with the stock split, and all such fractional interests will be rounded up to the nearest whole number. Issued and outstanding stock options and warrants will be split on the same basis and exercise prices will be adjusted accordingly. Unless noted otherwise, all information presented in this prospectus assumes that the 3.57-for-1 stock split of our outstanding shares of common stock, stock options and warrants has occurred.

THE OFFERING

The number of shares of our Class A common stock and Class B common stock to be outstanding immediately after completion of this offering is based on 5,094,030 shares of our Class A common stock and 5,426,402 shares of our Class B common stock outstanding as of March 31, 2026 and excludes as of such date:

Unless otherwise indicated or the context otherwise requires, all information in this prospectus assumes or gives effect to:

SUMMARY FINANCIAL DATA

The summary statements of operations data for the years ended December 31, 2025 and 2024 and the selected balance sheet data as of December 31, 2025 have been derived from our audited financial statements included elsewhere in this prospectus. Our historical results are not necessarily indicative of the results to be expected for any other period in the future. You should read the financial data set forth below in conjunction with our financial statements and the accompanying notes, the information in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and other financial information contained elsewhere in this prospectus.

Statements of Operations

For the Years Ended December 31, 2025 and 2024

(1) See Note 7 to our financial statements included elsewhere in this prospectus for an explanation of the calculation of our basic and diluted net income (loss) attributable to common stockholders.

(1) The pro forma column above reflects (i) the filing and effectiveness of our second amended and restated certificate of incorporation in Delaware immediately prior to the closing of this offering, (ii) the reclassification of certain of our outstanding common stock as Class B common stock, (iii) the conversion of shares of our Series Seed-1, Series Seed-2 and Series A preferred stock to Class A common stock and (iv) the 3.57-for-1 stock split that will be effected immediately prior to the effectiveness of the registration statement of which this prospectus forms a part, as if such events had occurred on December 31, 2025.

(2) The pro forma as adjusted column above gives effect to (i) the pro forma adjustments set forth in footnote (1) above and (ii) the issuance and sale by us of shares of Class A common stock in this offering at an assumed initial public offering price of $4.75 per share of Class A common stock, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

(3) Each $1.00 increase (decrease) in the assumed initial public offering price of $4.75 per share, which is the midpoint of the offering price range set forth on the cover page of this prospectus, would increase (decrease) our pro forma as adjusted cash and bitcoin, capitalized software costs, net, total assets, additional paid-in capital, and total stockholders’ equity by approximately $3.1 million, assuming that the number of shares of our Class A common stock offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, an increase (decrease) of 1.0 million shares in the number of shares offered by us would increase (decrease) the amount of our pro forma as adjusted cash, cash and bitcoin, capitalized software costs, net, total assets, additional paid-in capital, and total stockholders’ equity by approximately $4.4 million, assuming the assumed initial public offering price of $4.75 per share, which is the midpoint of the offering price range set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Pro forma adjustments in the footnotes above and the related information in the balance sheet data are illustrative only and may differ from actual amounts based on, among other things, the actual initial public offering price and other terms of this offering determined at pricing.

RISK FACTORS

Investing in our securities involves a high degree of risk. You should carefully consider the following risk factors, as well as all of the other information contained in this prospectus, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited financial statements and related notes thereto included elsewhere in this prospectus, before deciding to invest in our securities. The occurrence of any of the following risks could materially and adversely affect our business, strategies, prospects, financial condition, results of operations and cash flows. In such case, the market price of our securities could decline and you could lose all or part of your investment. The risks and uncertainties described below are not intended to be exhaustive and are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. This prospectus also contains forward-looking statements that involve risks and uncertainties. See “Cautionary Statement Regarding Forward-Looking Statements.” Our actual results could differ materially and adversely from those anticipated in these forward-looking statements as a result of certain factors, including those described below.

Risks Related to Our Business and Industry

We have a limited operating history with an evolving business focused on AI agents, which makes it difficult to evaluate our prospects, plan for future operations, and forecast our results.

We are building the AI Agent Operating System for modern business, and our platform, go-to-market, and unit economics are in early stages of development and commercialization. While initial deployments and partner launches demonstrate product-market fit and usage traction, our limited operating history at the scale, scope, and complexity contemplated by this offering limits the availability of historical data from which to evaluate our business, model future growth, or predict demand cycles for agent-based, usage-driven offerings. Our ability to forecast revenue, gross margins, operating expenses, and cash flows is subject to significant uncertainty, including the pace of partner adoption, the timing of embedded launches, variability in end-customer usage, and external macroeconomic conditions. In addition, we operate in a nascent industry, which subjects our business to greater risks and uncertainties than if we operated in a mature industry. If our assumptions regarding these uncertainties are incorrect or change, or if we do not address these risks successfully, our business, financial condition, results of operations, and prospects could be adversely affected.

Our use and provision of AI-powered solutions could lead to operational or reputational damage, competitive harm, legal and regulatory risk and additional costs.

Use and provision of AI, including generative AI, is a core part of our business, both in terms of the services we offer and how we operate. The use of generative AI, a relatively new and emerging technology in the early stages of commercial use, exposes us to additional potential risks, such as damage to our reputation, competitive position and business, legal and regulatory risks and additional costs. For example, generative AI has been known to produce false or “hallucinatory” inferences or output, and certain generative AI uses machine learning and predictive analytics, which can create inaccurate, incomplete or misleading output, unintended biases and other discriminatory or unexpected results, errors or inadequacies, any of which may not be easily detectable. Accordingly, while AI-powered applications may help provide more tailored or personalized user experiences, if the content, analyses or recommendations that AI-powered solutions assist in producing our products and services are, or are perceived to be, deficient, inaccurate, biased, unethical or otherwise flawed, our reputation, competitive position and business may be materially and adversely affected.

Additionally, if any of our employees, contractors, vendors or service providers use any third-party AI-powered software in connection with our services, it may lead to the inadvertent disclosure of our confidential information, including inadvertent disclosure of our confidential information into publicly available third-party training sets, which may impact our ability to realize the benefit of, or adequately maintain, protect and enforce our intellectual property or confidential information, harming our competitive position and business. Our ability to mitigate risks associated with disclosure of our confidential information, including in connection with AI-powered software, will depend on our implementation, maintenance, monitoring and enforcement of appropriate technical and administrative safeguards, policies and procedures governing the use of AI in our business.

Additionally, any content created by us using generative AI tools may not be subject to copyright protection which may adversely affect our intellectual property rights in, or ability to commercialize or use, any such content. In the United States, a number of civil lawsuits have been initiated related to the foregoing and other concerns, the outcome of any one of which may, among other things, require us to limit the ways in which we use AI in our business and may affect our ability to develop our AI-powered platform innovations and features. For example, the output produced by generative AI tools may include information subject to certain rights of publicity or privacy laws or constitute an unauthorized derivative work of the copyrighted material used in training the underlying AI model, any of which could also create a risk of liability for us, or adversely affect our business or operations. In addition, the use of AI has resulted in, and may in the future result in, cybersecurity breaches or incidents that implicate the personal data of users of AI-powered applications. To the extent that we do not have sufficient rights to use the data or other material or content used in or produced by the generative AI tools used in our business, or if we experience cybersecurity breaches or incidents in connection with our use of AI, it could adversely affect our reputation and expose us to legal liability or regulatory risk, including with respect to third-party intellectual property, privacy, publicity, contractual or other rights.

Further, our competitors or other third parties may incorporate AI into their products more quickly or more successfully than us, which could impair our ability to compete effectively. As the utilization of AI becomes more prevalent, we anticipate that it will continue to present new or unanticipated ethical, reputational, technical, operational, legal, competitive and regulatory issues, among others. We expect that such utilization of AI will require additional resources, including the incurrence of additional costs, to develop and maintain our platform offerings, services and features to minimize potentially harmful or unintended consequences, to comply with applicable and emerging laws and regulations, to maintain or extend our competitive position and to address any ethical, reputational, technical, operational, legal, competitive or regulatory issues which may arise as a result of any of the foregoing. As a result, the challenges presented with our use of AI could adversely affect our business, financial condition and results of operations.

Regulatory and legislative developments related to the use of AI could adversely affect our use and provision of AI-powered solutions in our products, services and business.

As the regulatory framework for machine learning technology, generative AI and automated decision making evolves, our business, financial condition and results of operations may be adversely affected. The regulatory framework for AI and similar technologies, and automated decision making, is changing rapidly and subject to ongoing challenges at the federal and state levels. It is possible that new laws, executive orders, and regulations will be adopted in the United States and in non-U.S. jurisdictions, or that existing laws, orders, and regulations may be interpreted in ways that would affect our use and provision of AI-powered solutions in our products, services and business. We may not be able to adequately anticipate or respond to these evolving laws and regulations, and we may need to expend additional resources to adjust our offerings in certain jurisdictions if applicable legal frameworks are inconsistent across jurisdictions. In addition, because these technologies are themselves highly complex and rapidly developing, it is not possible to predict all of the legal or regulatory risks that may arise relating to our use of such technologies. Further, the cost to comply with such laws or regulations could be significant and would increase our operating expenses, which could adversely affect our business, financial condition and results of operations.

For example, in Europe, the European Parliament formally enacted the European Union’s Artificial Intelligence Act (the “AI Act”). The AI Act establishes, among other things, a risk-based governance framework for regulating AI systems operating in the European Union. This framework seeks to categorize AI systems, based on the risks associated with such AI systems’ intended purposes, as creating unacceptable or high risks, with all other AI systems being considered low risk. While the AI Act has only recently been enacted, there is a risk that our current or future AI-powered software or applications may obligate us to comply with the applicable requirements of the AI Act, which may impose additional costs on us, increase our risk of liability or adversely affect our business. For example, the AI Act would prohibit certain uses of AI systems and place numerous obligations on providers and deployers of permitted AI systems, with heightened requirements based on AI systems that are considered high risk. This regulatory framework is expected to have a material impact on the way AI is regulated in the European Union and beyond, and, together with developing regulatory guidance and judicial decisions in this area, may affect our use of AI and our ability to provide and to improve our services, require additional compliance measures and changes to our operations and processes, result in increased compliance costs and potential increases in civil claims against us and could adversely affect our business, financial condition and results of operations. Further, on December 11, 2025, the Trump Administration issued an Executive Order titled “Ensuring a National Policy Framework for Artificial Intelligence” (the “AI-EO”). The AI-EO seeks to streamline state-level regulations under a unified federal framework; however, state attorneys general are expected to challenge its preemptive effect.

The market in which we operate is highly competitive and rapidly changing and we may be unable to compete successfully.

There are several companies that develop or may develop products that compete in the AI Agent market. The market for our products and technologies is characterized by intense competition, evolving industry and regulatory standards, emerging business and distribution models, disruptive software technology developments, short product and service life cycles, price sensitivity on the part of customers, and frequent new product introductions, including alternatives to certain of our products from other vendors which may be offered at significantly lower costs, as loss leaders to a larger technology platform, or free of charge. Current and potential competitors have established, or may establish, cooperative relationships among themselves or with third parties to increase the ability of their technologies to address the needs of our current and prospective customers. Furthermore, current or prospective customers may decide to develop competing products or to establish, strategic relationships with our competitors.

Competition in the AI Agent market could adversely affect our operating results by reducing the volume of the products and technologies we license or sell, the prices we can charge or our obligations to incur expenses or capital costs associated with the development, acquisition or promotion of new products or technologies. Some of our current or potential competitors are large technology companies that have significantly greater financial, technical and marketing resources than we do, and others may possess specialized expertise or proprietary technologies and may have greater price flexibility than we do in connection with their business models. These competitors may be able to respond more rapidly than we can to new or emerging technologies or changes in customer requirements, or may decide to offer products at low or unsustainable cost to win new business or to retain their existing clients. They may also devote greater resources to the development, promotion and sale of their products than we do, and in certain cases may be able to include or combine their competitive products or technologies with other of their products or technologies in a manner whereby the competitive functionality is available at lower cost or free of charge within the larger offering. To the extent they do so, the penetration of our products, and therefore our revenue, may be adversely affected. Our large competitors may also have greater access to customer data, which provides them with a competitive advantage in developing new products and technologies. Our success depends substantially upon our ability to enhance our products and technologies, to develop and introduce, on a timely and cost-effective basis, new products and technologies that meet changing customer requirements and incorporate technological enhancements, and to maintain our alignment with the technologies and market strategies of our customers, which change and advance over time. If we are unable to develop new products and enhance functionalities or technologies to adapt to these changes and maintain our alignment with our customers, our business will suffer.

Our business depends on our ability to attract new customers and on existing customers continuing and expanding their use of our AI agent platform; if we fail to do so, our growth prospects, operating results, and financial condition could be adversely affected.

Our future success depends in large part on our ability to attract new customers—including software vendors, managed service providers, and end businesses—and to retain and expand our relationships with existing customers. The market for AI agent operating systems is rapidly evolving, and our ability to grow revenue and achieve profitability is directly tied to the adoption and increased usage of our platform by both new and existing customers.

We face significant challenges in attracting new customers. Many businesses, particularly small and medium-sized enterprises (SMEs), have expressed low confidence in deploying new technologies such as AI agents without expert support. If we are unable to effectively communicate the value proposition of our platform, demonstrate measurable outcomes, or provide sufficient onboarding and support, potential customers may choose not to adopt our solutions or may select competing products.

In addition, our business model relies on existing customers expanding their use of our platform over time, including by increasing the number of agents deployed, adopting additional workflows, or utilizing new features and integrations. If our customers do not perceive sufficient value in our platform, encounter technical or operational challenges, or are dissatisfied with the performance, reliability, or compliance features of our solutions, they may reduce their usage, fail to expand adoption, or discontinue use altogether. This risk is heightened by the usage-based nature of our pricing, which ties our revenue to operational volumes such as minutes, messages, and completed actions, rather than to fixed seat licenses.

Customer attrition or contraction in usage could result from a variety of factors, including changes in customer business needs, budget constraints, increased competition, integration or technical issues, regulatory changes, or dissatisfaction with our platform’s features or support. In addition, our reliance on channel partners such as software vendors and service providers to distribute and embed our platform means that our ability to attract and retain end customers is also dependent on the continued engagement and success of these partners.

If we are unable to attract new customers, or if our existing customers do not continue or expand their use of our platform, our revenue growth may slow or decline, our operating results could be adversely affected, and we may be unable to achieve or maintain profitability. These risks could materially and adversely impact our business, financial condition, and results of operations.

We derive substantially all of our revenue from our AI Agent Operating System and platform, and our business, financial condition, and results of operations would be adversely affected if this platform fails to achieve or maintain market acceptance.

Our business is highly dependent on the success and continued market acceptance of our AI Agent Operating System and related platform offerings. Substantially all of our revenue to date has been generated from customers’ use of this platform, including its core runtime, orchestration, integrations, and associated features. As a result, our future growth and financial performance are closely tied to the continued adoption, usage, and expansion of our AI Agent Operating System by new and existing customers.

If our platform fails to achieve widespread adoption or loses market acceptance for any reason—including technological advancements by competitors, changes in customer preferences, perceived lack of value, reliability or compliance concerns, or the emergence of alternative solutions—our ability to generate revenue would be materially and adversely affected. In addition, our reliance on a single platform offering exposes us to risks associated with product defects, security vulnerabilities, regulatory changes, or shifts in industry standards that could negatively impact customer satisfaction or limit our ability to deliver our services.

Our concentration of revenue from a single platform also limits our ability to offset declines in demand or usage with other products or services. If we are unable to successfully enhance our platform, introduce new features or complementary offerings, or adapt to evolving market requirements, our customers may reduce their usage, fail to renew or expand their subscriptions, or discontinue use of our platform altogether. Any such developments could result in reduced revenue, increased customer churn, and harm to our reputation and competitive position.

Accordingly, any factor that adversely affects demand for, or the market acceptance of, our AI Agent Operating System and platform could have a material adverse effect on our business, financial condition, and results of operations.

Adverse conditions in the AI Agent markets in which we operate or the global economy more generally could have adverse effects on our results of our operations.

Our business depends on, and is directly affected by, demand for AI-powered software, communications and customer-operations platforms, and related services. In particular, our results are influenced by the health of the markets for AI agents and automation, unified communications and contact center solutions, and the broader business software ecosystem into which our platform integrates. Any significant adverse change in any of these markets, or in the global economy more generally, including a downturn in IT and AI spending or in the sectors where our partners and end customers operate (such as home services, logistics, healthcare, and appointment-driven services), may reduce usage of our platform, slow customer or partner adoption, or lead to contract renegotiations or cancellations.

Adverse macroeconomic conditions—including inflation, rising interest rates, bank instability, geopolitical conflict, labor market disruptions, or recession—may cause our customers or partners to reduce budgets, delay or cancel projects, or prioritize other investments over AI agents. Customers may also become unwilling or unable to pay invoices when due, or may seek more favorable pricing and commercial terms, which could reduce our revenue and margins. If one or more significant customers or partners were to experience financial distress or bankruptcy, we could experience reduced usage or non-payment for services already delivered. Any of these developments could materially and adversely affect our business, results of operations, and financial condition.

Our revenue model is primarily usage-based and tied to minutes, messages, and completed actions, which may cause significant variability in our results of operations and cash flows.

Unlike traditional seat-based software models, our packaging and pricing are primarily aligned to consumption and outcomes—such as tokens, voice minutes, messages, email volume, and completed actions like scheduled appointments or collected payments—across voice, messaging, email, and web channels. As a result, our revenue and gross margins can fluctuate with end-customer activity levels and increased service productivity, including seasonality and cyclicality in the verticals we serve (for example, home services, logistics, retail, and healthcare enrollment windows), campaign intensity and marketing spend by our customers and partners, partner release and commercialization cadence for embedded Vida agents, and carrier, consent, or other communications policy changes.

Many of our costs, including personnel, cloud infrastructure commitments, compliance programs, and core administrative expenses, are relatively fixed in the near term and require time to adjust, which may result in margins and cash flows that differ from expectations if usage falls below forecast in a particular period. Delays in partner launches, slower-than-expected usage ramp within installed bases, or changes in customer or partner procurement cycles could materially affect our quarterly and annual results of operations.

Our growth depends on market adoption of AI agents delivered within existing systems of record; if agent-based software does not achieve widespread adoption or develops more slowly than we expect, our business may not grow as anticipated.

The market for omnichannel, outcome-driven AI agents embedded in business software is relatively new and characterized by rapid technological change, evolving standards, and uncertain customer acceptance. While we believe there is a significant potential market for our products and services, our estimates and assumptions may prove inaccurate. Businesses may delay or reduce adoption due to perceived risks, unclear return on investment, regulatory uncertainty in communications and privacy, or satisfaction with legacy processes and seat-based software. Customers and partners may prefer incumbent seat-based solutions, in-house builds, or vendors that bundle AI features within broader UCaaS/CCaaS suites. Prospective customers may choose to build in-house, adopt alternative platforms, or defer investments given macroeconomic uncertainty.

In addition, market education may take longer than expected, particularly where customers have entrenched investments in contact-center suites, bespoke integrations, or manual workflows that they perceive as adequate. Market opportunity estimates and growth forecasts, including those we reference, are subject to significant uncertainty and may prove inaccurate. Even if the markets in which we compete achieve forecasted growth, we may fail to capture opportunities due to competition, perceived value, compliance concerns, pricing, or inability to execute partner motions at the speed and scale required. Adoption curves may vary by vertical and geography, and early pilots may not translate into broad production usage. Even when adoption occurs, customers may limit deployments to narrow use cases, cap usage, or require extensive proofs of value that extend sales cycles and increase pre-sales costs. Standards and best practices for responsible AI and automated interactions are still evolving; changes in carrier policies, privacy regimes, or emerging AI frameworks could add friction, increase compliance costs, or constrain certain automation patterns. If adoption grows slower than we expect, if customers do not view our solutions as compelling or necessary, or if competitive technologies redefine the market, our growth, revenue, and unit economics could be materially and adversely affected.

We face intense competition from UCaaS/CCaaS platforms, no-code agent builders, developer-first APIs, white-label voice agent platforms, and in-house solutions.

We compete in a rapidly evolving landscape that includes (1) unified communications as a service (UCaaS) and contact center as a service (CCaaS) platforms that increasingly bundle AI features such as virtual agents, summaries, and agent assist; (2) no-code or low-code voice and messaging agent builders; (3) developer-first APIs and components for models, speech, telephony, and orchestration; (4) partner and white-label AI voice agent platforms that target resellers and agencies; and (5) enterprises and software vendors that build agent stacks in-house. Many of these current or potential competitors have significantly greater financial, technical, and marketing resources, larger sales organizations, broader product portfolios, deeper relationships with customers and partners, and more extensive access to data than we do.

They may devote greater resources to the development, promotion, and sale of competing products and services, respond more quickly to new technologies or customer requirements, or bundle AI features into existing offerings at a lower price or no additional charge. Some competitors may also control key channel relationships or own systems of record into which agents are embedded, which could enable them to restrict or discourage the use of competing platforms such as ours. In addition, customers and partners may choose to build their own solutions using APIs and open-source tools, or may prefer to purchase AI features from existing UCaaS, CCaaS, or CRM providers, which can limit our ability to win or retain business.

Consolidation among larger vendors or component suppliers (such as LLM, speech, or communications providers) could accelerate competing product roadmaps, compress pricing, or limit our access to critical technologies. If we are unable to differentiate our platform—particularly our embedded integrations with systems of record, partner-centric multi-tenant tooling, compliance-first design, and usage-aligned packaging—or if competitors introduce more attractive or lower-cost offerings, we may lose customers, partners, or market share, and our business, results of operations, and financial condition could be materially and adversely affected.

Our partner-led distribution strategy may not perform as expected; we may fail to attract, enable, and retain managed service providers, telecom advisors, UCaaS/CCaaS platforms, and vertical SaaS vendors at the pace and scale we anticipate.

Our growth relies heavily on enabling partners to embed, resell, and operate agents across large installed bases. We may be unable to recruit sufficient numbers of qualified partners, deliver enablement programs that drive attach and expansion, or provide product features and economics that meet partner expectations. Partners may prioritize competing solutions, experience their own operational or financial constraints, or require customizations that increase our costs. If channel motions do not produce the expected returns, or if portfolio rollouts stall due to compliance, integration, or product readiness issues, our ability to grow efficiently and predictably could be impaired.

Because we rely heavily on partners to market, configure, and operate our platform for end customers, we are exposed to reputational, operational, and regulatory risks arising from their activities, which we do not fully control.

A core element of our strategy is to distribute the Vida Agent OS on a white-label basis through channel partners, including software vendors, managed service providers, EHR platforms, telecom advisors and technology agents, and, in some cases, individuals and small agencies that build businesses on top of our platform. These partners market, sell, configure, and operate agents for end customers, often under their own brands, and in many cases handle day-to-day interactions with those customers, including but not limited to, onboarding of customers and handling consent workflows.

While this model can accelerate adoption and expand our reach, it also limits our visibility into, and control over, how our platform is marketed and used. Partners may misconfigure agents, fail to implement our recommended notices, configurations, consent, recording, or redaction settings, make statements about our products that are inaccurate or misleading, fail to provide adequate support, or otherwise use our platform in ways that create poor outcomes or legal risk for customers. Partners may also fail to comply with applicable laws, regulations, or industry standards—including those governing communications, privacy, security, AI, telemarketing, and payments—even where our platform includes features designed to support compliance. Although our agreements generally require partners to follow our policies and comply with law, and we provide training and enablement, we cannot guarantee that partners will do so.

We may be perceived as responsible for, or may be alleged to have direct or vicarious liability for, our partners’ actions or omissions. In addition, if partners perform poorly, reprioritize other products, experience financial distress, or terminate their relationships with us, affected end customers may attribute those problems to us or may decide to discontinue use of our platform. Any of these events could damage our reputation, increase support and compliance costs, limit adoption, and adversely affect our business, financial condition, and results of operations.

Our operating results could be materially and adversely affected if we lose any of our largest customers.

The loss of business from any of our major customers, whether by lower overall demand for the products manufactured by our major customers, cancellation of existing contracts or the failure to award us new business, could have a material adverse effect on our operating results. Alternatively, there is a risk that one or more of our major customers could be unable to pay its invoices as they become due or that a customer will simply refuse to make such payments given its financial difficulties. If a major customer becomes subject to bankruptcy or similar proceedings whereby contractual commitments are subject to stay of execution and the possibility of legal or other modification, or if a major customer otherwise successfully procures protection against us legally enforcing our obligations, it is likely that we will be forced to record a substantial loss.

During the year ended December 31, 2025, two (2) customers accounted for the following approximate percentages of our total revenues during the applicable period: 29.7% and 13.4%, respectively. Both of such customers are commercial customers.

We generally enter into terms of engagement with our largest customers, including the customers identified above. Our largest current customers entered into terms of engagement with us pursuant to which they are provided proprietary Voice and Messaging Telephone AI agents and related services. The license fees that we receive under our terms of engagement are fixed minimum monthly hosting fees with overage charges based on usage. Our terms of engagement generally renew automatically for one year terms and are terminable by the customer upon prior written notice of thirty days.

Adverse economic conditions or reduced technology spending may adversely impact our business.

Our business depends on the overall demand for technology and on the economic performance of our current and prospective customers. In general, worldwide economic conditions may remain unstable, including inflation, in particular in connection with the implementation of tariffs in the U.S. and abroad, and these conditions would make it difficult for our customers, prospective customers and us to forecast and plan future business activities accurately, and they could cause our customers or prospective customers to reevaluate their decision to purchase our features. Weak global economic conditions, changes in consumer behavior or a reduction in technology spending even if economic conditions stabilize, could adversely impact our business and results of operations in a number of ways, including longer sales cycles, lower demand or prices for our platform, fewer subscriptions and lower or no growth.

We may not successfully manage our growth or plan for future growth, which could adversely affect our business, financial condition, and results of operations.

We have experienced, and may continue to experience, rapid growth in our business, including expansion of our customer and partner base, increased usage of our platform, and greater scale and complexity in our operations. Our model is designed to support a wide range of customers—including software vendors, managed service providers, telecom advisors, and end businesses—across multiple channels, workflows, and geographies, often through multi-tenant, white-label deployments.

Managing this growth will require us to continue to invest in and expand our infrastructure, information technology systems, security and compliance programs (including our SOC 2 program and, where applicable, HIPAA-oriented configurations or payment integrations), and internal controls and procedures. We must also recruit, integrate, and retain highly qualified personnel in engineering, product, security, compliance, partner success, and operations. As a lean and largely distributed organization that relies heavily on automation and our own agents in our internal operations, we may face particular challenges in scaling our team, maintaining our culture, and ensuring effective communication and coordination across functions and time zones.

Certain members of our management team have limited experience managing a rapidly growing or public company, which could impair our ability to effectively oversee and direct our expansion and to satisfy our obligations as a public company. Rapid growth may also make it difficult for us to accurately forecast our future operating results and cash needs, manage seasonality and cyclicality in usage, or allocate resources efficiently. If we are unable to effectively manage our growth, maintain the necessary level of operational efficiency and control, or accurately plan for future expansion, our business, financial condition, and results of operations could be materially and adversely affected.

We may experience long and variable sales and activation cycles, including embedded launches through vendor partners, which require upfront investments with uncertain payback.

Our go-to-market model relies heavily on channel partners—such as software vendors, managed service providers, telecom advisors, and UCaaS or CCaaS platforms—to embed, resell, and operate agents across their installed bases. Implementing these partner motions often involves complex integrations, connector certification, schema mapping, multi-tenant administration and billing configuration, joint product design, and co-marketing programs. These activities can require significant upfront investment of time and resources from our product, engineering, compliance, sales, and customer success teams before meaningful usage or revenue materializes.

Sales and activation cycles can be long and unpredictable. Embedded launches and vendor SKUs may be delayed by partners’ product roadmaps, release calendars, or technical priorities; extended proofs of concept; customer onboarding schedules; compliance and security reviews; budget approvals; or changes in partner strategy or personnel. Even after a partner has launched a product powered by our platform, adoption within their installed base may ramp more slowly than we or the partner expect, or may stall at an early stage. In some cases we may invest in connectors or features for a specific partner or vertical that do not achieve anticipated usage or revenue.

If we are unable to shorten sales and activation cycles, increase conversion of pilots and embedded features into durable, scaled usage, or accurately forecast partner launches and ramp profiles, we may incur significant costs that are not recovered, our revenue may be more volatile and difficult to predict, and our margins and growth trajectory could be adversely affected.

We are subject to complex and evolving telemarketing, messaging, and anti-spam laws, and any failure by us, our customers, or our partners to comply with such laws could result in significant liability and harm our business.

We, our customers, and our partners use our platform to place and receive calls, send and receive text messages (including SMS and MMS), and deliver email and other electronic communications. As a result, we are, and our customers and partners are, subject to numerous federal, state, and foreign laws and regulations governing telemarketing, automated and prerecorded calls and messages, text messaging, and email marketing, including the U.S. Telephone Consumer Protection Act, or TCPA, the Telemarketing Sales Rule, the Controlling the Assault of Non-Solicited Pornography And Marketing Act, or CAN-SPAM Act, analogous state “mini-TCPA” laws, do-not-call and do-not-contact rules, registration and bond requirements, and similar foreign laws. These regimes impose requirements relating to, among other things, consent, identification, opt-out mechanisms, calling and messaging times, recordkeeping, and the use of automatic telephone dialing systems, prerecorded or artificial voice calls, and automated text messages.

Although our platform includes features such as consent capture, proof storage, do-not-contact enforcement, quiet-hour controls, and caller ID attestation, our customers and partners control how they use these features and are responsible in the first instance for compliance with applicable laws. For example, we gate certain higher-risk features—such as auto dialer capabilities, which are disabled by default and require additional written agreements and configuration reviews before activation. Our customers are responsible for customizing consent/monitoring disclosures (our defaults require all-party consent to recording but customers may change those settings). We contractually require customers and partners to obtain all necessary consents and required brand and campaign registrations with mobile carriers, and comply with applicable rules. However, if our customers or partners fail to implement required registrations, disclosures, or consent flows, or if our gating, defaults, or guidance prove insufficient, we could face carrier blocks, investigations, class actions, or required changes to product functionality. Claims under the TCPA and similar laws can result in substantial statutory damages per call or message, aggregated in putative class actions, as well as injunctions, regulatory investigations, and reputational harm. Any determination that we, our customers, or our partners have violated telemarketing, anti-spam, or related laws could result in significant liability, require changes to our platform or business practices, reduce usage of our services, and adversely affect our business, financial condition, and results of operations

Our platform depends on reliable omnichannel operations—telephony, messaging, email, and web chat—which are subject to carrier policies, registration requirements, caller ID attestation, consent rules, labeling risks, and evolving regulations.

At scale, our customers and partners must manage consent, quiet hours, opt-in/opt-out records, call recording disclosures, do-not-contact lists, registration and bond requirements, and STIR/SHAKEN caller ID attestation. Carriers and regulators may change policies or enforcement approaches (e.g., TCR registration, spam labeling), which could impact deliverability, outreach volumes, number management, or costs. Misconfiguration by customers or partners, or gaps in product defaults, could result in outreach restrictions, reputational harm, or regulatory exposure. If we fail to adapt platform primitives and guidance to evolving rules across jurisdictions, our customers’ and partners’ ability to operate agents effectively may be impaired.

Our software is complex and may not perform as intended for all customers and partners, particularly at scale across many tenants and real-time channels.

Production agents require multi-LLM orchestration, tool permissioning, consent and disclosure logic, auditability, and failover. Errors in orchestration, degraded model or ASR/TTS performance, insufficient guardrails, connector failures, or misconfigurations can reduce task success rates, increase latency, compromise reliability, or lead to unintended actions. Customers or partners may not follow recommended policies or training, leading to suboptimal outcomes or compliance gaps. If our platform fails to perform as desired or if support and QA are insufficient, we may face negative publicity, contract terminations, reduced usage, or claims.

If we fail to enhance our platform and introduce new features, templates, connectors, and capabilities that keep pace with rapid technological change, our competitiveness could be impaired.

The AI agent landscape is characterized by rapid advances in LLMs, speech technologies, orchestration strategies, evaluation methods, and compliance frameworks. Our ability to grow depends on continuous improvements to multi-LLM routing, hierarchical tool plans, policy-aware orchestration, observability and auto-QA, embeddable components, and connector coverage. We may allocate resources to initiatives that do not achieve anticipated market acceptance; we may experience delays or defects; or we may be outpaced by competitors introducing better or lower-cost solutions. If we cannot adapt quickly and cost-effectively, we may lose market relevance and share.

We rely on third-party technologies and service providers for models, speech, telephony, cloud infrastructure, and payments. Disruptions, terminations, price increases, or unfavorable terms could harm our platform functionality, costs, and customer experience.

Our platform depends on a variety of third-party technologies and services, including commercial LLMs, automatic speech recognition (ASR), speech-to-speech (STS), speech-to-text (STT), and text-to-speech (TTS) services, telephony and messaging carriers and aggregators (including SIP and PBX connectivity and SMS/MMS routing), public cloud infrastructure providers, email infrastructure, and payment processors and billing systems such as Stripe and Chargebee. We also rely on numerous third-party integrations and connectors to systems of record such as CRMs, schedulers, ticketing systems, and vertical software platforms.

We configure the commercial LLMs and AI providers not to use our customer’s data for model training. We also require our third-party service providers to implement appropriate security and privacy safeguards through our vendor management program and, where applicable, BAAs. these measures may not eliminate all risk and changes by a key provider could necessitate re-engineering, migration, or reduced functionality.

Even where providers and vendors offer such controls and safeguards, these providers and vendors may experience outages, degraded performance, cyber incidents, capacity constraints, or other failures that may interrupt or impair the availability, quality, or security of our services or data handling and these measures may not eliminate all risk. In addition, changes by a key provider could necessitate re-engineering, migration or reduced functionality and these providers and vendors may also modify or discontinue features we rely on, impose new usage limits, increase prices, or change licensing or business terms in ways that are unfavorable to us. In some cases, key technologies may be acquired by competitors or may be integrated into competing offerings, which could result in restricted access, increased costs, or reduced differentiation for our platform.

Replacing or re-architecting third-party components can be expensive, time-consuming, and risky, and suitable alternatives may not be available on favorable terms or at all. Transitioning away from an existing provider may require changes to our platform and our customers’ configurations and could result in service disruptions, reduced performance, or loss of features. If we are unable to maintain effective relationships with critical third-party providers, manage changes in their services or terms, or ensure adequate redundancy and resilience, our reliability, security, customer experience, and margins could be adversely affected, which in turn could harm our business, results of operations, and financial condition.

Our expansion into regulated workflows (including HIPAA redaction options and payment-related actions) increases compliance complexity and cost, and any failure to meet evolving standards could limit adoption or result in liability.

We increasingly support workflows in regulated areas such as healthcare communications, payment initiation, and other processes that may involve personal data, electronic protected health information (ePHI), or other sensitive information. As of the date of this prospectus, we do not currently have HIPAA customers and do not store protected health information on our systems. Our platform includes features such as configurable recording and transcription settings, redaction of specified data elements from call recordings and transcripts, consent and disclosure prompts, audit logs, and controls for data retention and access. If and when we onboard HIPAA customers, we expect to act as a business associate and enter into business associate agreements (BAAs) with such customers, rely on HIPAA-enabled product configurations (including configurable recording/transcription, redaction, consent/disclosure prompts, audit logs, and retention controls), and on sub-processors that have executed appropriate BAAs. In certain deployments, we may integrate with third-party payment providers that are subject to PCI DSS and other financial regulations.

Operating in these regulated environments requires significant investment in product features, security and privacy controls, compliance programs (including our SOC 2 program), vendor management, and customer support. Legal and regulatory requirements—including those relating to healthcare privacy, communications and telemarketing, payments, AI governance, and data protection—are complex, evolve frequently, and may be interpreted inconsistently across jurisdictions. Customers and partners are ultimately responsible for configuring and using our platform in a compliant manner, but regulators, customers, or end users may nonetheless assert that we share responsibility for any violations or incidents.

If our platform features, controls, or documentation are perceived as insufficient for regulated use cases; if we or our subprocessors experience a security or privacy incident involving ePHI or other sensitive data; if courts or regulators interpret existing requirements in unexpected ways; or if we or our customers fail to comply with applicable laws, rules, standards, contractual commitments, or BAAs, we could face investigations, enforcement actions, fines, penalties, contractual damages, or other liabilities. We could also be required to make significant changes to our platform, restrict certain workflows, or forgo opportunities in regulated verticals, any of which could increase our costs, reduce adoption, and adversely affect our business, results of operations, and financial condition. Also, advertising HIPAA-oriented capabilities before material HIPAA production usage could create expectations regulators, customers, or investors may later view as over-stated, and any failure to meet evolving HIPAA expectations could increase liability, remediation costs, or constrain our roadmap.

Our ability to grow and operate efficiently depends on hiring, retaining, and developing personnel with expertise across AI orchestration, regulated communications, partner enablement, and enterprise reliability.

We run a lean organization and use our platform to automate internal processes. As we scale, we must attract and retain talent in engineering, product, compliance, partner success, and operations. Competition for qualified personnel is intense, and failures in staffing could slow innovation, reduce partner activation quality, or impair customer outcomes. Rapid growth may also strain systems, controls, and culture, increasing the risk of mistakes, security issues, or suboptimal decisions that affect performance or trust.

Our brand and reputation are critical to adoption by partners and end customers. Any failure to deliver consistent, compliant outcomes could harm our relationships and growth.

The credibility of AI agents depends on measurable task success, reliable guardrails, and clear observability. Product defects, outages, compliance incidents, perceived misuse, or poor partner implementations can erode trust and limit expansion. Negative publicity regarding AI behaviors, data handling, or communications practices—whether or not attributable to our platform—could reduce demand, hinder partner motions, and adversely affect our business.

Macroeconomic conditions, geopolitical events, or sector-specific cycles could reduce our partners’ and customers’ budgets and usage, impairing growth and results.

Our business depends on the overall demand for technology and on the economic performance of our current and prospective customers and partners. Because our revenue model is usage-based, reductions in activity levels—such as fewer calls, messages, or completed actions—can directly reduce our revenue even if the number of deployed agents or customers does not change. Inflation, interest rate changes, bank instability, labor market shifts, geopolitical conflicts, and recessionary conditions may reduce IT and AI budgets, delay partner launches, or cause end customers to scale back usage or defer new workflows. Vertical cycles (for example, home services and logistics seasonality, holiday-driven retail volumes, or healthcare enrollment windows) may amplify variability in minutes, messages, and completed actions. Prolonged macroeconomic uncertainty or sector-specific downturns could challenge customer acquisition, retention, or adoption of new workflows, which could adversely affect our business, financial condition, and results of operations.

If our performance metrics, illustrative case studies, or internal concepts such as “Return on AI” are inaccurate, inconsistent, or misunderstood, our ability to manage the business and investor expectations may be adversely affected.

We intend to manage and, in some cases, may disclose operational metrics such as active agents by channel and workflow, consumption units (minutes, messages, completed actions), partner-attached revenue, and time-to-value, as well as internal concepts such as “Return on AI” or “ROAI,” which we define as the ratio of measurable outcomes to total cost of ownership. These metrics and concepts are based on internal data, models, methodologies, and assumptions that continue to evolve and that may differ from how other companies define or calculate similar measures.

We also present illustrative case studies, deployment timelines, and customer results—for example, comparisons between human-led and agent-led scheduling rates or indicative deployment times relative to “DIY” builds—which are based on limited early deployments, specific customers, and internal analysis of selected data sets. These examples may not be representative of our broader customer base or future performance, and actual results for other customers may differ materially.

Our internal systems for collecting, processing, and reporting these metrics may contain errors, and we may discover inaccuracies or make changes to our methodologies that result in adjustments to previously reported metrics. If our metrics, case studies, or internal concepts are perceived as inaccurate, inconsistent, misleading, or not comparable to those of other companies, or if we change how we calculate or present them, our reputation and credibility may be harmed, investors may have difficulty evaluating our business and prospects, and our stock price could be adversely affected. In addition, if we rely on these metrics to make budgeting, hiring, or other operational decisions and they are inaccurate, our business and results of operations could be negatively impacted.

If we lose Lyle Pratt, our founder and Chief Executive Officer, or other key members of our management team or are unable to attract and retain executives and employees we need to support our operations and growth, our business may be harmed.

Our success and future growth depend upon the continued services of our management team and other key employees throughout our organization. The loss of key personnel, including key members of our management team or members of our board of directors, as well as certain of our key marketing, sales, finance, support, product development, human resources, or technology personnel, could disrupt our operations and have a negative impact on our ability to grow our business. In particular, Lyle Pratt, our founder and Chief Executive Officer, is critical to our overall management, as well as the continued development of our platform, offerings, culture, and strategic direction. From time to time, there may be changes in our management team resulting from the hiring or departure of executives and key employees, which could disrupt our business. In addition, we may face challenges retaining senior management of companies we acquire, if any. Our senior management and key employees are employed on an at-will basis. We currently do not have “key person” insurance for any of our employees. Certain of our key employees have been with us for a long period of time and have fully vested stock options or other long-term equity incentives that may cease to be as attractive once we are a public company and such awards are publicly tradable. The loss of our founders, or one or more of our senior management, key members of senior management of acquired companies, if any, or other key employees could harm our business, and we may not be able to find adequate replacements. To retain our senior management and key employees, we may also decide to provide them with certain compensation types and structures that may be perceived negatively by certain stakeholders or advisory groups or result in stockholder complaints or disputes, which could negatively impact our reputation, stock price, and business. We cannot ensure that we will be able to retain the services of any members of our senior management or other key employees or that we would be able to timely replace members of our senior management or other key employees should any of them depart.

In addition, to execute our business strategy, we must attract and retain highly qualified personnel. Competition for highly skilled personnel is intense and we may not be successful in hiring or retaining qualified personnel to fulfill our current or future needs. We compete with many other companies for software developers with high levels of experience in designing, developing, and managing cloud-based software, as well as for skilled legal and compliance and risk operations professionals. We may also face increased competition for personnel from other companies which adopt approaches to remote work that differ from ours. In addition, the current regulatory environment related to immigration is uncertain, including with respect to the availability of certain visas. Many of the companies with which we compete for experienced personnel have greater resources than we do and can frequently offer such personnel substantially greater compensation than we can offer.

In addition, job candidates and existing employees often consider the value of the equity awards they receive in connection with their employment. If the perceived value of our equity or equity awards declines, experiences significant volatility, or increases such that prospective employees believe there is limited upside to the value of our equity awards, it may adversely affect our ability to recruit and retain highly skilled employees. If we fail to attract new personnel or fail to retain and motivate our current personnel, our business and future growth prospects would be severely harmed. Inflationary pressures or stress over economic or geopolitical-related events such as those the global market is currently experiencing, may also result in employee attrition. Further, our competitors may be successful in recruiting and hiring members of our management team or other key employees, and it may be difficult for us to find suitable replacements on a timely basis, on competitive terms, or at all. If we fail to identify, attract, develop, and integrate new personnel, or fail to retain and motivate our current personnel, our growth prospects would be adversely affected, which could adversely affect our business, financial condition, results of operations, and prospects.

We depend on a small number of rapidly evolving foundation model providers, whose technology, safety choices, and business terms we do not control.

Our AI agents rely on access to large language models and other AI components provided by a limited number of third-party vendors. These “foundation model” providers frequently change model architectures, safety policies, rate limits, pricing, and licensing terms, often with little notice. They may also prioritize specific industries, use cases, or direct customers, or decide to compete with us by offering their own agent platforms or vertically integrated solutions.

If a key model provider deprecates or significantly changes a model we depend on, imposes new usage restrictions (for example on agentic behavior or particular verticals), revises its safety or content policies in ways that reduce task completion rates, or materially increases prices, we may be forced to re-architect workflows, migrate usage to alternative models, pass on higher costs, or curtail certain use cases. Alternative models may not provide comparable quality or latency or may require substantial engineering work and customer re-validation. Concentration in the model and AI infrastructure market, as well as ongoing supply and power constraints for AI compute, may further limit our flexibility and increase our costs

Any disruptions, unfavorable changes, or competitive moves by these providers could impair our product performance, increase our costs, limit our roadmap, or reduce our differentiation, which could adversely affect our business, financial condition, and results of operations.

Our use of LLMs exposes us to emerging attack vectors such as prompt injection, model “jailbreaking,” and adversarial inputs that may circumvent existing security and compliance controls.

LLM-based systems are vulnerable to new classes of attacks that exploit the way models interpret natural language, including prompt injection and related techniques that induce a model or agent to ignore its system instructions, disclose sensitive information, or take unintended actions. These attacks can occur not only through user prompts but also via data retrieved from external tools, websites, or systems of record, including in multi-agent environments where one agent’s output becomes another’s input.

Although we invest in guardrails, input and output filters, permissions, and monitoring, our defenses may not prevent all prompt-based or adversarial attacks, particularly as new techniques are discovered. A successful attack could cause an agent to exfiltrate data from connected systems, bypass consent or disclosure flows, override do-not-contact or quiet-hour policies, or make commitments that appear to be authorized by a customer. Even if our platform is not the target of an attack, we may be perceived as responsible if our customers or partners use our agents in environments that are vulnerable to prompt-based exploits. Any such incidents could result in data exposure, regulatory inquiries, contractual liability, remediation costs, and harm to our reputation.

Customers and partners may use our platform for fraudulent, deceptive, or otherwise harmful activities, which could expose us to liability and reputational damage.

Our AI agents can be used to place calls, send messages, and complete actions on behalf of our customers and partners. If a customer or partner uses our platform for purposes that are fraudulent, deceptive, harassing, or otherwise unlawful—such as scam outreach, abusive collections, misleading health-related communications, or impersonation of individuals or brands—we may be alleged to have facilitated or aided such conduct. Even though our contracts prohibit such uses and we provide controls intended to support responsible practices, we may not promptly detect misuse, may be unable to terminate offending accounts quickly, or may be perceived by regulators, carriers, or the public as responsible for the resulting harm. Any such misuse could result in carrier or platform blocks, regulatory investigations, civil or criminal liability, negative publicity, and loss of customer and partner trust, any of which could adversely affect our business, financial condition, and results of operations.

We may be subject to export controls, economic sanctions, and national security–related restrictions that could limit our ability to provide or support our services in certain jurisdictions or for certain customers.

Because our platform uses encryption, AI technologies, and telecommunications infrastructure and may be accessed from multiple jurisdictions, we are or may become subject to U.S. and foreign export control and economic sanctions regimes. These regimes may restrict or prohibit the provision of certain technologies or services to particular countries, regions, entities, or individuals, including parties appearing on government restricted-party lists. Changes in export controls related to AI models, cloud computing, or telecommunications, or in sanctions targeting specific countries or sectors, could require us or our third-party providers to restrict access to our platform, reconfigure routing, or refuse or terminate business relationships. Our measures to comply with applicable export control and sanctions laws may be complex and costly, and any failure or alleged failure to comply could result in fines, penalties, reputational harm, and limitations on our ability to conduct business in certain markets.

Errors or disputes in our usage metering, billing, or revenue recognition could adversely affect our operating results and relationships with customers and partners.

Our revenue model depends heavily on accurate tracking of usage metrics such as minutes, messages, and completed actions across multiple channels, tenants, and partners, often in white-label or embedded configurations. If our metering systems contain defects, are misconfigured, or interact unexpectedly with partner systems, we may over-bill or under-bill customers, misallocate usage between tiers or SKUs, or recognize revenue in incorrect periods. Correcting such issues may require issuing credits, refunds, or concessions, or may result in disputes, delayed collections, or write-offs. Complex arrangements—such as outcome-based pricing, multi-party contracts, and bundled features—may also increase the risk of revenue recognition errors and related internal-control issues. Any material weaknesses, restatements, or customer disputes relating to billing or revenue recognition could damage our reputation, strain partner relationships, and adversely affect our business, financial condition, and results of operations.

Government and private requests for access to data, including call recordings and transcripts, may be difficult to manage and could conflict with our contractual or legal obligations.

We host or process sensitive information, including call recordings, transcripts, and logs generated through our platform on behalf of customers and partners. We may receive subpoenas, discovery requests, law enforcement or national security demands, or other third-party requests seeking access to such data. Responding to these requests can be time-consuming and expensive, may require complex legal judgments, and may involve conflicting obligations under different jurisdictions’ laws, including privacy, data-protection, secrecy, or blocking statutes. If we disclose data in response to such requests, affected customers, partners, or individuals may assert that we have violated our contracts, privacy commitments, or applicable law. Conversely, if we resist or narrowly interpret requests, regulators or courts may disagree and impose penalties. Any missteps in handling such requests could result in legal liability, adverse publicity, and loss of customer trust.

Restrictions on our ability to use customer data, interaction logs, and other information to improve our platform may limit our ability to innovate and compete.

We may use certain data and logs generated through customer deployments, subject to our agreements and applicable law, to improve routing, orchestration, evaluation, and other aspects of our AI Agent Operating System. Evolving privacy, data-protection, AI-governance, and intellectual-property frameworks, as well as changing customer and partner expectations, may restrict or preclude such uses. We do not train models on customer data and do not create de-identified or aggregated data from customer content for independent use. While these choices are responsive to customer expectations and vendor settings, they may constrain certain improvement pathways or limit model performance relative to competitors with broader data rights. For example, regulators or courts may impose limits on training or fine-tuning models with customer data, or customers may insist on contractual prohibitions against using their interaction logs for cross-tenant improvements. Third-party AI or infrastructure providers we rely on may similarly restrict how we can share or use data in connection with their services. These constraints could increase costs, slow our product roadmap, reduce the effectiveness of our agents, or put us at a competitive disadvantage compared to vendors with broader data rights.

Our insurance coverage may be insufficient to protect us against all of the risks we face, and insurance for certain AI-related exposures may become unavailable or prohibitively expensive.

We carry insurance policies covering certain risks, including cyber incidents and directors’ and officers’ liability, but our coverage may not address all of the types or extent of claims that could arise from our business. For example, novel AI-related risks—including regulatory changes, allegations relating to automated decision-making, bias or discrimination, misuse of agents, or large-scale communications incidents—may be excluded from existing policies, subject to low limits or high deductibles, or only available at significant cost. Insurers may also tighten underwriting standards or increase premiums following industry events or claims, particularly for technology and AI-focused companies. If we experience a claim or series of claims not fully covered by insurance, or if insurance becomes more expensive, unavailable, or subject to more limited coverage, we could incur significant uninsured losses, which could adversely affect our business, financial condition, and results of operations.

Rising and volatile input costs relating to AI usage and development may materially increase our cost of revenue and operating expenses, adversely affect margins, and impair our growth strategy.

Our business depends on access to reliable and competitively priced infrastructure inputs, including electricity and other utilities for compute and data center operations, advanced semiconductors and related components, cloud and colocation services, network bandwidth, and licenses to foundation models and other proprietary software. Global demand for high-performance computing and AI infrastructure has intensified, while supply has been constrained by limited fabrication capacity, long lead times for advanced GPUs and networking equipment, and export controls and other geopolitical developments. As a result, vendors and utilities we rely on may substantially increase prices, impose surcharges or indexation to commodity or inflation benchmarks, reduce or eliminate promotional credits, or otherwise modify commercial terms. Cloud providers may raise rates for compute, storage, and data egress, alter discount structures tied to minimum commitments, or introduce unfavorable metering for inference or training workloads. Similarly, providers of foundation models and other AI software may increase licensing fees, change usage-based pricing, restrict or charge for fine-tuning or derivative use, or modify terms governing safety, attribution, audit, indemnity, and service levels in ways that require us to incur additional costs.

Sustained or sudden increases in any of these input costs, or unfavorable changes in commercial terms, could materially increase our cost of revenue and operating expenses, compress gross margins, and adversely affect our operating results and cash flows. They could also require additional capital expenditures, reduce the attractiveness of certain product offerings or customer segments, and constrain our ability to invest in research, development and growth initiatives. If we are unable to effectively manage or offset these costs through pricing, efficiency gains, capacity planning, or diversification of suppliers, our business, financial condition, and results of operations could be materially and adversely affected.

The proliferation of synthetic and human-like interactions, including synthetic voices, may create new disclosure, impersonation, and consumer-protection risks.

Our agents can participate in real-time voice and messaging interactions that may be perceived by end customers as human-initiated, especially as speech synthesis and conversational quality improve. Governments and regulators are increasingly focused on synthetic media, “deepfakes,” and AI-mediated interactions, including rules that require clear disclosure when users are interacting with an AI system or when synthetic audio or video is used. New or existing laws and carrier or platform policies could restrict the use of synthetic voices or require specific disclosures, logging, or consent flows, particularly in sensitive use cases such as collections, healthcare, or financial services.

We provide defaults to disclose AI involvement in inbound interactions and review outbound disclosure approaches before enabling those campaigns and allow customers to customize these disclosures. If the required disclosed are omitted, insufficient, or not applied to articular channels or jurisdictions, or if our agents, or agents operated by our customers and partners, are perceived as impersonating individuals, misrepresenting their nature as AI systems, or being used to create harmful synthetic content, we could face regulatory scrutiny, claims under consumer-protection or unfair-practices laws, and reputational damage. Implementing new disclosures or consent requirements may also increase friction in user flows, reduce conversion or completion rates, and require product changes that increase our costs or limit certain use cases.

Rapidly evolving legal standards around AI training data, model outputs, and synthetic media may increase our compliance burden and that of our suppliers, or limit our ability to use certain AI technologies.

Courts, regulators, and legislatures around the world are actively considering how copyright, data-protection, publicity, and related laws apply to AI training data, model outputs, and synthetic media. Recent policy discussions and proposals focus on whether and how copyrighted works may be used to train models, the ownership and protectability of AI-generated content, and the obligations of AI providers and deployers with respect to attribution, opt-outs, and licensing.

Although we generally rely on third-party model providers for training, adverse legal or regulatory developments could increase the costs or constraints those providers face—for example by requiring licenses for training data, imposing new transparency or recordkeeping rules, or restricting cross-border use of training sets—and they may pass those costs or restrictions through to us via higher prices, limited functionality, or more restrictive terms. We may also face obligations or liability relating to how our customers use or repurpose model outputs, particularly as more jurisdictions adopt AI-specific rules or expand existing privacy and consumer-protection regimes to cover AI.

If we, our suppliers, or our customers are found to have insufficient rights in training data or outputs, or to have violated emerging AI-related legal standards, we could face litigation, enforcement actions, contractual claims, and reputational harm, and may be required to change our products or cease using certain models or features.

The non-deterministic and evolving behavior of LLMs and AI agents makes it difficult to predict or certify outcomes, which may increase operational, legal, and reputational risk.

By design, many LLMs are non-deterministic: the same input can yield different outputs over time or across model versions. As we and our providers update models, prompts, and orchestration strategies, previously validated workflows may behave differently, including in ways that are harder to detect through traditional software QA methods. This challenge is magnified in multi-agent and tool-using scenarios, where agents combine model outputs with actions—such as updating records, rescheduling appointments, or initiating downstream workflows—in complex environments.

These characteristics make it more difficult to provide firm assurances to customers, regulators, and other stakeholders about the exact behavior of an agent in all circumstances, to demonstrate consistent compliance with emerging AI-governance standards, or to prove that a particular response or action could not occur. If our agents, or the underlying models they use, behave unexpectedly, for example by making commitments on behalf of customers that they did not intend to authorize, escalating conversations unnecessarily, or producing inconsistent disclosures—our customers may experience operational disruption, regulatory scrutiny, or complaints from their own customers, and may hold us responsible. This could result in increased monitoring and evaluation costs, contractual disputes, reputational harm, and reduced adoption or usage of our platform.

We hold bitcoin as part of our treasury strategy, which is subject to increased volatility and substantial risks associated with cryptocurrency.

Although we believe cryptocurrency has the potential to serve as a hedge against inflation in the long term, the short-term price of cryptocurrency as an asset class declined in recent periods during which the inflation rate increased. Some investors and other market participants may disagree with our cryptocurrency acquisition strategy or actions we undertake to implement it. If cryptocurrency prices were to decrease or our cryptocurrency acquisition strategy otherwise proves unsuccessful, our financial condition, results of operations, and the market price of our Class A common stock would be materially adversely impacted. We hold bitcoin as part of our treasury strategy and account for bitcoin at fair value with changes recognized in other income (expense). As a result, our reported net loss may be significantly affected by changes in the market price of bitcoin, which is outside of our control and may introduce material volatility to our reported results.

Our bitcoin treasury strategy contains various risks, including those inherent to bitcoin and the broader digital asset ecosystem.

We have made investments in bitcoin as part of our bitcoin treasury strategy. In connection therewith, we maintain a bitcoin treasury reserve, which held 11.690 bitcoin with a fair value of $1,023,306 as of December 31, 2025 and based on observable market prices, representing approximately 16.6% of our total assets as of December 31, 2025. Our bitcoin treasury strategy contains various risks, which include, but are not limited to, the following:

Risks Related to Technology, Security, and Privacy

A security breach or unauthorized access to our systems or those of our third-party service providers could result in the loss, compromise, or unauthorized disclosure of customer data, harm our reputation, and subject us to significant liability and regulatory scrutiny.

Our business involves the collection, processing, and storage of sensitive data, including customer business records, communications, and, in some cases, payment-related information. We rely on a combination of our own systems and those of third-party service providers, including cloud infrastructure, telecommunications partners, and integration vendors—to deliver our AI Agent Operating System and related services. The security of our platform and the protection of customer data are critical to our operations and reputation.

We maintain an incident response plan and conduct tabletop exercises, and we are not aware of a material data breach to date. Despite our efforts to implement robust security measures—including encryption, access controls, multi-factor authentication, network segmentation, vulnerability management, and regular penetration testing—our systems and those of our third-party service providers may be vulnerable to cyberattacks, unauthorized access, security breaches, employee or contractor error or malfeasance, phishing, malware, ransomware, or other malicious activity. Techniques used to obtain unauthorized access to, or sabotage systems are constantly evolving and may be difficult to detect or defend against, even with the most advanced security tools and practices.

If we or our third-party service providers experience a security breach or unauthorized access, customer data could be lost, compromised, or disclosed without authorization. Such an incident could result in significant harm to our customers, including business disruption, reputational damage, regulatory investigations, and potential legal claims. We could also face direct financial losses, increased costs to remediate and enhance security, loss of current and prospective customers, and damage to our brand and competitive position.

In addition, we are subject to a variety of laws, regulations, and contractual obligations relating to privacy, data protection, and information security, including the SOC 2 Trust Services Criteria and other industry standards. A security incident could result in regulatory investigations, enforcement actions, fines, penalties, or other liabilities, as well as requirements to notify affected customers and individuals, which could further harm our reputation and business.

While we maintain security and privacy programs designed to protect customer data and comply with applicable requirements, we cannot guarantee that our security measures or those of our third-party service providers will prevent all security incidents. Any actual or perceived failure to prevent a security breach or unauthorized access to customer data could have a material adverse effect on our business, financial condition, and results of operations.

If we fail to obtain, maintain, or timely remediate issues identified in security and compliance audits or certifications, including SOC 2, our reputation could be harmed, and we could lose customers or be unable to win new business.

Many of our current and prospective customers, particularly larger enterprises, service providers, and customers operating in regulated industries, expect us to maintain robust security and compliance programs and to demonstrate those programs through independent audits and certifications, such as SOC 2 Type II reports. We maintain a SOC 2 Type II program supported by third-party audits and assessments. We highlight our SOC 2 posture and related controls in our marketing and customer materials, and we expect that customers will increasingly condition purchases, renewals, or expansions on our ability to provide satisfactory audit results and responses to security questionnaires.

Our security and compliance programs are complex and continue to evolve. As we grow, expand our product capabilities, and onboard new vendors, we may identify control deficiencies or gaps that require remediation or design changes. Independent auditors may identify findings in SOC 2 or other assessments that customers view as material, or may determine that certain controls were not operating effectively during the relevant period. We may be unable to remediate findings on a timely basis, may decide that the cost or operational impact of certain controls is too high, or may be unable to maintain particular certifications or attestations in the future. In addition, new or more stringent standards, or changes in how auditors interpret existing frameworks, may require significant additional investment.

Any actual or perceived failure to maintain adequate security and compliance controls, to obtain or renew certifications or favorable audit reports, or to satisfy customer expectations in due-diligence processes could delay or prevent sales, lead to contract terminations or reduced usage, harm our reputation and brand, affect our ability to serve regulated customers, and adversely affect our business, financial condition, and results of operations.

We process personal data, including in some cases protected health information, and our failure or the failure of our customers, partners, or service providers to comply with privacy, data protection, and healthcare laws could result in significant liability and harm our business.

Our platform processes personal data on behalf of our customers and partners, including contact information, call recordings and transcripts, message content, account identifiers, usage data, and other business records. In some deployments, particularly in healthcare and related verticals, this data may include protected health information, or PHI, subject to the U.S. Health Insurance Portability and Accountability Act, or HIPAA, and similar laws, and we may act as a “business associate” pursuant to business associate agreements, or BAAs, with covered entity customers. We may also process limited payments-related metadata and tokens in connection with integrations to customers’ chosen payment providers.

As a result, we are, and our customers and partners are, subject to numerous federal, state, and foreign laws, regulations, and standards relating to privacy, data protection, and information security, including, for example, HIPAA and its implementing regulations, the California Consumer Privacy Act and other U.S. state privacy laws, the EU and UK General Data Protection Regulation, or GDPR, and sector-specific rules. These laws are complex, rapidly evolving, and sometimes inconsistent across jurisdictions. Interpretation and enforcement are changing, and new requirements—such as restrictions on cross-border data transfers, limits on automated decision-making, or heightened consent and transparency obligations—may apply to us, our customers, or our partners.

Although we maintain a security and privacy program aligned to the SOC 2 Trust Services Criteria for Security, Availability, and Confidentiality and provide controls such as redaction, configurable retention, access controls, and audit logs, these measures may not be sufficient to prevent or detect all violations or satisfy all regulatory expectations. Our customers and partners control many aspects of how our platform is configured and used, and their misconfigurations or non-compliance could result in regulatory or contractual exposure for them and, in some cases, for us. Actual or alleged violations of privacy, data protection, or healthcare laws, or breaches of BAAs, could result in investigations, fines, penalties, litigation (including class actions), orders to change our practices, restrictions on our ability to process certain data or serve particular verticals, and reputational harm. Any of these outcomes could adversely affect our business, financial condition, and results of operations.

We currently store customer data with an industry-leading cloud service provider in the United States. If we expand to additional jurisdictions, we may need to support data localization, in-country hosting, or local vendor arrangements, which could increase cost and complexity or delay launches.

Evolving privacy, AI governance, and communications regulations may require product changes, constrain capabilities, or increase costs.

Rules governing automated interactions, consent, transparency, recording, data handling, and cross-border transfers continue to evolve across jurisdictions. We design product primitives to help customers implement their policies, but changes in law or carrier requirements may necessitate feature modifications, restrict certain workflows, or slow launches pending partner configuration updates. Increased compliance burdens may require additional headcount, audits, or tooling investment, which could adversely affect margins and timelines.

We rely on our own AI Agent Operating System and AI agents to operate important aspects of our business, which may increase our exposure to operational, compliance, and reputational risks.

We use our own platform and AI agents extensively to operate our business, including for inbound call and message handling, lead qualification and routing, appointment scheduling, follow-ups, internal QA and reporting workflows, and other operational tasks. For example, we use our proprietary AI agent to triage inbound inquiries across voice, text, email, and web chat, and we use our platform to automate portions of internal support and go-to-market operations.

While we believe this “AI-first” approach demonstrates the capabilities of our platform and allows us to operate as a lean organization, it also increases our dependence on the availability, performance, and security of our own systems. If our platform or internal agents experience defects, outages, misconfigurations, security incidents, or unexpected behavior, our ability to respond to customer inquiries, support partners, operate our sales and marketing processes, or meet our own compliance obligations could be impaired. Any such issues would not only disrupt our operations but could also undermine customer and partner confidence in our platform and claims about its reliability, guardrails, and return on investment. In addition, because we are an early adopter of our own technologies, weaknesses in our controls or workflows may not yet be fully understood or mitigated. Any of these factors could adversely affect our business, financial condition, and results of operations.

We could suffer disruptions, outages, defects, and other performance and quality problems with our AI Agent Operating System or with the public cloud and internet infrastructure on which it relies.

Our business depends on our AI Agent Operating System to be available without disruption. We have experienced, and may in the future experience, disruptions, outages, defects, and other performance and quality problems with our AI Agent Operating System. We have also experienced, and may in the future experience, disruptions, outages, defects, and other performance and quality problems with the public cloud and internet infrastructure on which our AI Agent Operating System relies. These problems can be caused by a variety of factors, including introductions of new functionality, vulnerabilities and defects in proprietary and open-source software, human error or misconduct, capacity constraints, design limitations, as well as from internal and external security breaches, malware and viruses, ransomware, cyber events, denial or degradation of service attacks or other security-related incidents.

Further, if our contractual and other business relationships with our public cloud providers are terminated, suspended, or suffer a material change to which we are unable to adapt, such as the elimination of services or features on which we depend, we could be unable to provide our AI Agent Operating System and could experience significant delays and incur additional expense in transitioning customers to a different public cloud provider.

Any disruptions, outages, defects, and other security performance and quality problems with our AI Agent Operating System or with the public cloud and internet infrastructure on which it relies, or any material change in our contractual and other business relationships with our public cloud providers, could result in reduced use of our AI Agent Operating System, increased expenses, including significant, unplanned capital investments and/or service credit obligations, and harm to our brand and reputation, any of which could have a material adverse effect on our business, financial condition, and results of operations.

We may fail to maintain and expand relationships with key vendor partners or to convert pilot deployments and embedded features into material recurring usage.

Partner success depends on rapid provisioning, native integration, usage pass-through, and white-label controls. Despite investments in enablement, partners may not drive attach or expansion at anticipated rates, may roll out features to limited customer segments, or may reprioritize roadmaps. Pilot deployments may not convert to durable usage due to end-customer preferences, performance perceptions, pricing sensitivities, or organizational changes. Failure to maintain and expand partner relationships could materially affect growth.

Customer concentration or reliance on a limited number of partners or large embedded launches could make our results more volatile.

As we scale, a small number of significant partners or large vendor launches could account for a meaningful share of usage in a period. Delays, contract changes, or underperformance in these deployments could create volatility in revenue, margins, and cash flows. We may also face heightened negotiation leverage from larger partners, resulting in pricing pressure or commercial terms that adversely affect gross margins.

Our contracts may contain indemnity obligations and liability provisions that expose us to disputes and potential losses.

Customer and partner agreements may include indemnities for data protection, IP infringement, communications practices, and other obligations. Liability caps or exclusions may not be enforceable in all jurisdictions, and insurance coverage may be insufficient or unavailable on acceptable terms. Disputes could harm relationships, reduce demand, and impose costs.

Risks Related to Intellectual Property

We may be sued by third parties for alleged infringement of their proprietary rights, which could adversely affect our business, results of operations and financial condition.

There has been considerable patent and other intellectual property development activity in the AI industry, which has resulted in litigation based on allegations of infringement or other violations of intellectual property rights. Our future success depends, in part, on not infringing the intellectual property rights of others. In the future, we may receive claims from third parties, including our competitors, alleging that our platform and underlying technology infringe or violate such third party’s intellectual property rights, and we may be found to be infringing upon such rights. We may be unaware of the intellectual property rights of others that may cover some or all of our technology. In addition, in operating our platform, we rely significantly on software provided by third parties, including without limitation, generative AI models and applications, and we may become subject to similar infringement claims related to such third party software. We may not have adequate indemnities from, or we may not be successful in enforcing our rights to indemnification by, such third party software providers.

Any such claims or litigation could cause us to incur significant expenses and, if successfully asserted against us, could require that we pay substantial damages or ongoing royalty payments, prevent us from offering some portion of our platform, or require that we comply with other unfavorable terms. We may also be obligated to indemnify our customers or business partners in connection with any such litigation and to obtain licenses or modify our platform, which could further exhaust our resources. Patent infringement, trademark infringement, trade secret misappropriation and other intellectual property claims and proceedings brought against us, whether successful or not, could harm our brand, business, results of operations and financial condition. Litigation is inherently uncertain, and any judgment or injunctive relief entered against us or any adverse settlement could negatively affect our business, results of operations and financial condition. In addition, litigation can involve significant management time and attention and be expensive, regardless of the outcome.

We could incur substantial costs in protecting or defending our intellectual property rights, and any failure to protect our intellectual property could adversely affect our business, results of operations and financial condition.

Our success depends in part on our ability to protect our brand and the proprietary methods and technologies underlying our platform. As of the date of this prospectus, we rely primarily on unregistered copyrights, trade secrets, proprietary know-how, and contractual protections, along with a single pending U.S. utility patent application relating to our voice-agent integration with PBX systems. We do not currently have any issued patents or registered trademarks, and there can be no assurance that our pending patent application will result in an issued patent or that any patents we may obtain in the future will provide meaningful competitive protection.

The particular forms of intellectual property protection that we seek, or our business decisions about when to file patent applications and trademark applications, may not be adequate to protect our business. We could be required to spend significant resources to monitor and protect our intellectual property rights. Litigation may be necessary in the future to enforce our intellectual property rights, determine the validity and scope of our proprietary rights or those of others, or defend against claims of infringement or invalidity. Such litigation could be costly, time-consuming and distracting to management, result in a diversion of significant resources, lead to the narrowing or invalidation of portions of our intellectual property and have an adverse effect on our business, results of operations and financial condition.

We also rely, in part, on confidentiality agreements with our business partners, employees, consultants, advisors, customers and others in our efforts to protect our proprietary technology, processes and methods. These agreements may not effectively prevent disclosure of our confidential information, and it may be possible for unauthorized parties to copy our software or other proprietary technology or information, or to develop similar software independently without our having an adequate remedy for unauthorized use or disclosure of our confidential information. In addition, others may independently discover our trade secrets and proprietary information, and in these cases, we would not be able to assert any trade secret rights against those parties. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and the failure to obtain or maintain trade secret protection could adversely affect our competitive business position.

In addition, the laws of some countries do not protect intellectual property and other proprietary rights to the same extent as the laws of the United States. To the extent we expand our international activities, our exposure to unauthorized copying, transfer and use of our proprietary technology or information may increase.

Our means of protecting our intellectual property and proprietary rights may not be adequate or our competitors could independently develop similar technology. If we fail to meaningfully protect our intellectual property and proprietary rights, our business, results of operations and financial condition could be adversely affected.

Our use of open source software could negatively affect our ability to sell our products and subjects us to possible litigation.

Our software incorporates select open source software, and we expect to continue to incorporate open source software in our software in the future. Few of the licenses applicable to open source software have been interpreted by courts, and there is a risk that these licenses could be construed in a manner that could impose unanticipated conditions or restrictions on our ability to commercialize our platform and services. Moreover, although we have implemented policies designed to regulate the use and incorporation of open source software into our software, we cannot be certain that we have not incorporated open source software in our software in a manner that is inconsistent with such policies. There is a risk that our use of third-party open source software could impose certain requirements on our ability to commercialize our platform and services, including requirements that we offer our products that incorporate the open source software for no cost, that we make available source code for modifications or derivative works we create based upon, incorporating or using the open source software and that we license such modifications or derivative works under the terms of applicable open source licenses. If an author or other third party that distributes such open source software were to allege that we had not complied with the conditions of one or more of these licenses, we could be required to incur significant legal expenses defending against such allegations and could be subject to significant damages, enjoined from generating revenue from customers using products that contained the open source software and required to comply with onerous open source license conditions or restrictions. In any of these events, we and our customers could be required to seek licenses from third parties to continue offering our software and we could be required to make proprietary portions of our source code freely available or to re-engineer the implicated products or discontinue offering the implicated products to customers in the event re-engineering cannot be accomplished on a timely basis. In addition, the use of third-party open source software typically exposes us to greater risks than the use of third-party commercial software because open source licensors generally do not provide warranties or controls on the functionality or origin of the software. Use of open source software may also present additional security risks because the public availability of such software may make it easier for hackers and other third parties to determine how to compromise our platform. Any of the foregoing could harm our business and could help our competitors develop products and services that are similar to or better than ours. Any of the foregoing could require us to devote additional research and development resources to re-engineer our products, could result in customer dissatisfaction and may adversely affect our business, results of operations and financial condition.

Risks Related to Legal and Regulatory Matters

We are subject to the U.S. Foreign Corruption Practices Act, or FCPA, and similar anti-corruption, anti-bribery, and similar laws, and non-compliance with such laws can subject us to criminal or civil liability and harm our business, financial condition and results of operations.

We are subject to the FCPA, U.S. domestic bribery laws, the UK Bribery Act, and other anti-corruption and similar laws in the countries in which we conduct activities. Anti-corruption and anti-bribery laws have been enforced aggressively in recent years and are interpreted broadly to generally prohibit companies, their employees, and their third-party business partners or intermediaries, representatives, and agents from authorizing, offering, or providing, directly or indirectly, improper payments or other benefits, directly or indirectly, to government officials or others in the private sector in order to influence official action, direct business to any person, gain any improper advantage, or obtain or retain business. As we increase our international sales and business, our risks under these laws may increase.

As we increase our international sales and business and sales to the public sector, we may engage with third-party business partners and intermediaries to market our products and services and to obtain necessary permits, licenses, and other regulatory approvals. In addition, we or our third-party business partners or intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities. We can be held liable for the corrupt or other illegal activities of our third-party business partners or intermediaries, our employees, representatives, contractors, and agents, even if we do not explicitly authorize such activities.

These laws 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, we cannot assure you that our third-party business partners or intermediaries, employees, representatives, contractors, and agents will not take actions in violation of our policies and applicable law, for which we may be ultimately held responsible.

Detecting, investigating, and resolving actual or alleged violations of anti-corruption laws can require a significant diversion of time, resources, and attention from senior management, as well as significant defense costs and other professional fees. In addition, noncompliance with anti-corruption, or anti-bribery could subject us to whistleblower complaints, investigations, sanctions, settlements, prosecution, enforcement actions, fines, damages, other civil or criminal penalties or injunctions against us, our officers, or our employees, disgorgement of profits, suspension or debarment from contracting with the U.S. government or other persons, reputational harm, adverse media coverage, and other collateral consequences. If any subpoenas or investigations are launched, or governmental or other sanctions are imposed, or if we do not prevail in any possible civil or criminal proceeding, our reputation, business, stock price, financial condition, prospects and results of operations could be harmed.

Risks Related to Tax Matters

Our ability to use our net operating loss carryforwards to offset future taxable income may be subject to certain limitations.

As of December 31, 2025, we had federal net operating loss, or NOL, carryforwards of approximately $6.4 million and state NOL carryforwards of $1.2 million. Approximately $0.2 million of our state NOL carryforwards expires in 2045 and approximately $1.0 million may be carried forward indefinitely. Since our company was incorporated in 2022, we do not have any NOLs generated in tax years beginning before January 1, 2018. Under current U.S. federal income tax law, NOLs generated in tax years beginning after December 31, 2017 may be carried forward indefinitely, but utilization of such post-2017 NOLs that are carried forward to taxable years beginning after December 31, 2020 is limited to a maximum of 80% of the taxable income for such year determined without regard to such carryforwards. Such limitation could harm our business, results of operations, financial condition or prospects.

In addition, under Sections 382 and 383 of the Code, a corporation that undergoes an “ownership change,” generally defined as a greater-than-50-percentage-point change (by value) in its equity ownership by certain stockholders over a three-year period, is subject to limitations on its ability to utilize its pre-change NOLs and other tax attributes such as research tax credits to offset future taxable income or income tax. We may experience ownership changes as a result of this offering or future offerings or other changes in the ownership of our stock. Future changes in our stock ownership, many of which are outside of our control, could result in an ownership change under Sections 382 or 383 of the Code. Furthermore, our ability to utilize NOLs of companies that we may acquire in the future may be subject to limitations. For these reasons, we may not be able to utilize a significant portion of the NOLs, even if we were to achieve profitability. In addition, any future changes in tax laws could impact our ability to utilize NOLs in future years and may result in greater tax liabilities than we would otherwise incur and adversely affect our cash flows and financial position.

We could be subject to additional tax liabilities as a result of changes in tax laws.

We are subject to U.S. federal, state, and local income, sales, and other taxes in the United States. In the future, we may also be subject to foreign income, withholding, and value-added taxes, and other indirect taxes in foreign jurisdictions. In addition, our future income tax obligations could be adversely affected by changes in, or interpretations of, tax laws in the United States or in other jurisdictions in which we operate.

In addition, the tax regimes we are subject to or operate under are unsettled and may be subject to significant change, which may become increasingly challenging as we expand our operations globally. Changes in tax laws, issuance of new tax rulings, or changes in interpretations of existing laws could cause us to be subject to additional income-based and non-income-based taxes, including payroll, sales, use, value-added, digital, net worth, property, and goods and services taxes, which could adversely affect our results of operations and financial condition. In particular, the U.S. government recently enacted legislation commonly referred to as the One Big Beautiful Bill Act (“OBBBA”) which, along with other recent U.S. federal tax reform legislation, has resulted in significant changes to the taxation of business entities including, among other changes, the imposition of minimum taxes or surtaxes on certain types of income, changes to the taxation of income derived from international operations, changes in the deduction and amortization of research and development expenditures, and limitations on the deductibility of business interest. In particular, the OBBBA enacted Section 174A of the Code, permitting the deduction of certain U.S. research and development expenditures incurred in tax years beginning on or after January 1, 2025, but expenditures attributable to research and development conducted outside the U.S. continue to be required to be capitalized and amortized over a 15-year period. The issuance of additional regulatory or accounting guidance related to these and any future changes in tax law could significantly affect our tax obligations and effective tax rate in the period issued.

Due to anticipated expansion of our international business activities, any changes in the U.S. taxation and foreign taxation of our cross-border activities may increase our worldwide effective tax rate and adversely affect our results of operations and financial condition. The enactment of legislation implementing changes in the U.S. taxation of international business activities or the adoption of other tax reform policies globally could adversely affect our business, financial condition, results of operations, and prospects.

Our operating results may be negatively affected if we are required to pay additional sales and use tax, value added tax, or other transaction taxes, and we could be subject to liability with respect to all or a portion of past or future sales.

The application of U.S. federal, state, local, and foreign tax laws to our business, or any potential changes in our business model, is unclear and continually evolving. New tax laws, statutes, rules, regulations, or ordinances could be enacted at any time (possibly with retroactive effect) and could be applied solely or disproportionately to our business model or could otherwise negatively impact our results of operations and financial condition.

We strive to follow all applicable sales, use, value added and other transaction tax laws and rules in the jurisdictions we operate in. In some jurisdictions in which we do business, we do not believe that we owe such taxes, and therefore we currently do not collect and remit such taxes in those jurisdictions or record contingent tax liabilities in respect of those jurisdictions. A successful assertion that we are required to pay additional taxes in connection with sales of our products and solutions, or the imposition of new laws or regulations or the interpretation of existing laws and regulations requiring the payment of additional taxes, would result in increased costs and administrative burdens for us. Any increased tax burden may decrease our ability or willingness to compete in relatively burdensome tax jurisdictions, result in substantial tax liabilities related to past or future sales, or otherwise seriously harm our business, results of operations, financial condition or prospects.

Changes in our effective tax rate or tax liability may adversely affect our results of operations.

Our effective tax rate could increase due to several factors, including:

Any of these developments could adversely affect our business, financial condition, results of operations, and prospects.

Risks Related to Our Initial Public Offering and Ownership of Our Class A Common Stock

No public market for our Class A common stock currently exists, an active trading market for our Class A common stock may never develop or be sustained, and the initial public offering price may not be indicative of the market price of our Class A common stock following the offering.

Prior to this offering, there has been no public market for our Class A common stock. The initial public offering price will be determined through negotiations between us and the underwriters and may not bear any relationship to the market price at which our Class A common stock will trade after this offering. We cannot assure you that an active trading market will develop or, if it develops, be sustained. The absence or limited nature of a public market may impair your ability to sell your shares at the time you wish or at a price you consider reasonable and may also reduce the fair value of your shares. An inactive market could also impair our ability to raise capital by selling equity securities and to use our equity as acquisition currency. In addition, the breadth and depth of any market that may develop will depend in part on the number of shares available for trading (public float), which may be limited following the offering. If we fail to satisfy the continued listing standards of the applicable stock exchange at any time, our Class A common stock could be delisted, which would further reduce liquidity, impede our ability to raise capital, and could negatively affect the price of our Class A common stock. Moreover, market making activities may be limited or sporadic for newly public companies, which can increase bid-ask spreads and price volatility, and early trading may be influenced by short-term trading strategies rather than fundamental analysis.

We will be a “controlled company” within the meaning of the NYSE American rules upon the initial public offering because our founders will beneficially own more than 50% of the voting power of our outstanding voting securities.

Upon completion of this offering, our founder and Chief Executive Officer, Lyle Pratt, together with co-founder and Chief Operating Officer, Brandon Robinson and co-founder and Chief Product Officer, Timothy Noah Hayes, will collectively beneficially own approximately 86.6% of the voting power of our outstanding voting securities, or approximately 86.0% of the voting power of our outstanding voting securities if the underwriters’ option to purchase additional shares of our Class A common stock is exercised in full, and we will be a “controlled company” within the meaning of the listing rules of NYSE American. We may rely on certain exemptions from corporate governance rules, including an exemption from the rule that a majority of our board of directors must be independent directors. Although we currently do not intend to rely on the “controlled company” exemption under the listing rules, we could elect to rely on this exemption in the future. In the event that we elected to rely on the “controlled company” exemption, a majority of the members of our board of directors might not be independent directors, and our nominating and corporate governance and compensation committees might not consist entirely of independent directors. Our status as a controlled company could cause our shares of Class A common stock to be less attractive to certain investors or otherwise harm our trading price. As a result, you would not have the same protection afforded to stockholders of companies that are subject to these corporate governance requirements. Additionally, investors may be prevented from effecting matters involving our Company, including:

Furthermore, this concentration of voting power could have the effect of delaying, deterring, or preventing a change of control or other business combination that might otherwise be beneficial to our stockholders. This significant concentration of share ownership may also adversely affect the trading price of our Class A common stock because investors may perceive disadvantages in owning stock in a Company that is controlled by a small number of stockholders. Although our Company does not intend to utilize the controlled company exemptions to the corporate governance listing standards, if we are eligible to utilize the controlled company exemptions in the future, we may choose to do so. In such instance we would be exempted from, among other things, the requirements to have a board with a majority of independent members and the requirement that we have a nominating and governance committee and compensation committee that are composed entirely of independent directors and have written charters addressing the respective committee’s purpose and responsibilities.

Our directors, officers and principal stockholders have significant voting power and may take actions that may not be in the best interests of our other stockholders.

After this offering, our officers, directors and principal stockholders each holding more than 5% of our Class A common stock, collectively, will control approximately 92.8% of our voting securities, or approximately 92.1% of our voting securities if the underwriters’ option to purchase additional shares of our Class A common stock is exercised in full. In addition, upon the closing of this offering, our officers, directors and principal stockholders will collectively hold options and warrants to purchase a total of 572,126 shares of our Class A common stock. As a result, these stockholders, if they act together, will be able to control the management and affairs of our Company and most matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. This concentration of ownership may have the effect of delaying or preventing a change of control and might adversely affect the market price of our Class A common stock. This concentration of ownership may not be in the best interests of our other stockholders.

The market price of our Class A common stock may be volatile and may decline regardless of our operating performance, which could result in the loss of all or part of your investment.

Prior to this offering, there has been no public market for shares of our Class A common stock. The initial public offering price of our Class A common stock will be determined through negotiation between us and the underwriters. This price does not necessarily reflect the price at which investors in the market will be willing to buy and sell shares of our Class A common stock following this offering. In addition, the trading price of our Class A common stock following this offering is likely to be volatile and could be subject to fluctuations in response to various factors, some of which are beyond our control. These fluctuations could cause you to lose all or part of your investment in our Class A common stock since you might be unable to sell your shares at or above the price you paid in this offering. Factors that could cause fluctuations in the trading price of our Class A common stock include the following:

In recent years, the stock markets generally have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the listed companies. Broad market and industry factors may significantly affect the market price of our Class A common stock, regardless of our actual operating performance. These fluctuations may be even more pronounced in the trading market for our Class A common stock shortly following this offering. If the market price of shares of our Class A common stock after this offering does not ever exceed the initial public offering price, you may not realize any return on your investment in us and may lose some or all of your investment.

In addition, in the past, the market for technology and AI-related companies has experienced extreme price and volume fluctuations and class action litigation has often been instituted against companies whose securities have experienced periods of volatility in market price. Securities litigation brought against us following volatility in our stock price, regardless of the merit or ultimate results of such litigation, could result in substantial costs, which would hurt our financial condition and operating results and divert management’s attention and resources from our business.

Future sales of substantial amounts of our Class A common stock in the public markets, or the perception that they might occur, could cause the market price of our Class A common stock to decline.

Sales of a substantial number of shares of our Class A common stock into the public market, particularly sales by our directors, executive officers, and principal stockholders, or the perception that these sales might occur, could cause the market price of our Class A common stock to decline. Based on the number of shares of our Class A common stock outstanding as of March 31, 2026, as adjusted based on the assumptions described in the section titled “The Offering,” we expect to have 8,927,364 shares (if the underwriters exercise their option to purchase additional shares in full) of our Class A common stock outstanding after this offering.

All of the shares of Class A common stock sold in this offering will be freely tradable without restrictions or further registration under the Securities Act, except for any shares held by our affiliates as defined in Rule 144 under the Securities Act (including any shares that may be purchased by any of our affiliates in this offering). The remaining shares of our Class A common stock are subject to the lock-up agreement or market stand-off agreements described below.

We, all of our directors and executive officers, and the other holders of substantially all of our common stock outstanding and securities exercisable for or convertible into our common stock, have entered into or will enter into agreements with the underwriters, under which we and such holders have agreed, or will agree, not to (i) offer, sell, contract to sell, pledge, grant any option, right or warrant to purchase, purchase any option or contract to sell, lend or otherwise transfer or dispose of any shares of our common stock or any options or warrants to purchase any shares of our common stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of our common stock, which we collectively refer to as the Lock-Up Securities, (ii) engage in any hedging transactions or similar arrangement with respect to the Lock-Up Securities, (iii) make any demand for or exercise any right with respect to the registration of the Lock-Up Securities, or (iv) otherwise publicly announce any intention to engage in or cause any action, activity, transaction or arrangement described in clauses (i), (ii) or (iii), during the period ending on the date that is six (6) months after the date of this prospectus, or the Lock-Up Period, subject to certain customary exceptions and certain provisions that provide for the release of certain shares of our common stock. In addition, Benchmark Company LLC (“Benchmark”), may, in its sole discretion, release all or some portion of the Lock-Up Securities prior to the expiration of the Lock-Up Period. Upon expiration or earlier release of the Lock-Up Period, a substantial number of our shares may become available for sale. See the sections titled “Shares Eligible for Future Sale” and “Underwriting” for more information. When the Lock-Up Period expires, we and our security holders subject to a lock-up agreement will be able to sell our shares in the public market. See the sections titled “Shares Eligible for Future Sale” and “Underwriting” for more information. Sales of a substantial number of such shares upon expiration of the lock-up agreements, or the perception that such sales may occur, or early release of these agreements, could cause our market price to fall or make it more difficult for you to sell your Class A common stock at a time and price that you deem appropriate.

In addition, as of March 31, 2026, we had options outstanding that, if fully exercised, would result in the issuance of 711,751 shares of Class A common stock, and warrants outstanding that, if exercised, would result in the issuance of 893,401 shares of Class A common stock. As of April 2, 2026, we have not granted any options to purchase shares of Class A common stock subsequent to March 31, 2026. All of the shares of Class A common stock issuable upon the exercise of stock options, and the shares reserved for future issuance under our equity incentive plans, will be registered for public resale under the Securities Act. Accordingly, these shares will be able to be freely sold in the public market upon issuance subject to existing lock-up agreements and applicable vesting requirements.

We also intend to file one or more registration statements on Form S-8 to register shares subject to outstanding equity awards and shares reserved for future issuance under our equity plans, which, upon issuance, may be freely sold in the public market (subject to applicable vesting schedules, Rule 144 and lock-up restrictions).

Following this offering, the holders of 2,182,345 shares of our capital stock have rights, subject to some conditions, to require us to file registration statements for the public resale of such capital stock or to include such shares in registration statements that we may file for us or other stockholders.

We may also issue our shares of Class A common stock or securities exercisable for or convertible into shares of our Class A common stock from time to time in connection with a financing, acquisition, investments, or otherwise. If we are unable to effectively manage the risks relating to the price of our Class A common stock, our business, financial condition, results of operations, and prospects could be adversely affected.

Any of these events could increase the supply of our Class A common stock in the market and may depress the trading price. The limited public float immediately following the offering could further amplify price movements when large blocks are sold.

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

We are an “emerging growth company” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including (i) not being required to comply with the independent auditor attestation requirements of the Sarbanes-Oxley Act, (ii) reduced disclosure obligations regarding executive compensation in this prospectus and our periodic reports and proxy statements and the required number of years of audited financial statements, and (iii) exemptions from the requirements of holding non-binding advisory stockholder votes on executive compensation and stockholder approval of any golden parachute payments not approved previously. In addition, as an emerging growth company, we are only required to provide two years of audited financial statements in this prospectus.

We could be an emerging growth company for up to five fiscal years following the completion of this offering. However, certain circumstances could cause us to lose that status earlier, including the date on which we are deemed to be a “large accelerated filer,” under applicable SEC rules, if we have total annual gross revenue of $1.235 billion or more, or if we issue more than $1.0 billion in non-convertible debt during any three-year period before that time.

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 take advantage of the benefits of this extended transition period. Accordingly, our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company, even if we are no longer an emerging growth company, until the last day of the fiscal year in which (1) the market value of our common equity securities held by non-affiliates equals or exceeds $250 million as of the prior June 30, and (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year or the market value of our common equity securities held by non-affiliates equals or exceeds $700 million as of the prior June 30. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

Investors may find our Class A common stock less attractive because we may rely on certain of these exemptions. If some investors find our Class A common stock less attractive as a result, there may be a less active trading market for our Class A common stock and our price may be more volatile and may decline.

We will incur significant increased costs and demands on management resources as a result of operating as a public company.

As a public company, we will incur significant legal, accounting, compliance, investor relations, and other expenses that we did not incur as a private company and these expenses will increase even more after we are no longer an “emerging growth company.” Our management and other personnel will need to devote a substantial amount of time and incur significant expense in connection with legal, compliance, and investor relations initiatives. For example, in anticipation of becoming a public company, we will need to adopt additional internal controls and disclosure controls and procedures, retain a transfer agent, and adopt insider trading policies and procedures. As a public company, we will bear all of the internal and external costs of preparing and distributing periodic public reports in compliance with our obligations under the securities laws.

In addition, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act, and the related rules and regulations implemented by the SEC have increased legal and financial compliance costs and will make some compliance activities more time-consuming. We intend to invest resources to comply with evolving laws, regulations, and standards, and this investment will result in increased general and administrative expenses and may divert management’s time and attention from our other business activities. If our efforts to comply with new laws, regulations, and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, regulatory authorities may initiate legal proceedings against us, and our business may be harmed. In connection with this offering, we intend to increase our directors’ and officers’ insurance coverage, which will increase our insurance cost. In the future, it may be more expensive or more difficult for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors would also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers. If we are unable to effectively manage these increased costs and demands upon management resources, our business, financial condition, results of operations, and prospects could be adversely affected.

Our management team has limited experience managing a public company.

Our management team has limited experience managing a publicly traded company, interacting with public company investors and securities analysts, and complying with the increasingly complex laws pertaining to public companies. These new obligations and constituents require significant attention from our management team and could divert their attention away from the day-to-day management of our business, which could adversely affect our business, financial condition, results of operations, and prospects.

If we fail to 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.

As a public company, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the listing requirements of NYSE American, and other applicable securities rules and regulations. We expect that compliance with these rules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time-consuming, or costly, and increase demand on our systems and resources, particularly after we are no longer an emerging growth company.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. We are continuing to develop and refine our disclosure controls, internal control over financial reporting and other procedures that are designed to ensure information required to be disclosed by us in our financial statements and in the reports that we will file with the SEC is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and information required to be disclosed in reports under the Exchange Act is accumulated and communicated to our principal executive and financial officers. In order to maintain and improve the effectiveness of our internal controls and procedures, we have expended, and anticipate that we will continue to expend, significant resources, including accounting-related costs and significant management oversight.

Our current controls and any new controls we develop may become inadequate because of changes in conditions in our business. Further, weaknesses in our internal controls may be discovered in the future. Any failure to develop or maintain effective controls, or any difficulties encountered in their implementation or improvement, could harm our results of operations, may result in a restatement of our financial statements for prior periods, cause us to fail to meet our reporting obligations, and could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that we are required to include in the periodic reports we will file with the SEC. However, while we remain an “emerging growth company,” we will not be required to include an attestation report on internal control over financial reporting issued by our independent registered public accounting firm. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the market price of our Class A common stock. We are not currently required to comply with the SEC rules that implement Sections 302 and 404 of the Sarbanes-Oxley Act, and we are therefore not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose.

Our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal control over financial reporting until after we are no longer an “emerging growth company” as defined in the JOBS Act. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is documented, designed, or operating. Any failure to maintain effective disclosure controls and internal control over financial reporting could cause a decline in the price of our Class A common stock and could negatively impact our business, financial condition, results of operations, and prospects.

Upon becoming a public company, and particularly after we are no longer an “emerging growth company,” significant resources and management oversight will be required. As a result, management’s attention may be diverted from other business concerns, which could harm our business, financial condition, and results of operations.

If you purchase shares of our Class A common stock in this offering, you will incur immediate and substantial dilution, and additional issuances of equity securities may further dilute you.

The initial public offering price of our Class A common stock will be substantially higher than our pro forma net tangible book value per share immediately after the offering. As a result, investors purchasing shares in this offering will incur immediate and substantial dilution relative to the net tangible book value of their shares. In addition, you may experience further dilution if we issue additional equity securities in the future, including in connection with our equity incentive plans, acquisitions, strategic transactions, or capital-raising activities. The exercise of outstanding stock options, settlement of restricted stock units, vesting of stock appreciation rights, exercise of warrants, conversion of preferred or other equity-linked securities, or future grants under our equity plans will also dilute your ownership. Further, any equity financing undertaken during adverse market conditions may be at prices below the then-current market price, compounding dilution.

We will have broad discretion over the use of the net proceeds from this offering and may not use them effectively.

Our management will have broad discretion in the allocation of the net proceeds from this offering, and investors will not have the opportunity, as part of their investment decision, to assess whether the proceeds are being used appropriately. The proceeds could be used for working capital or other general corporate purposes, and their ultimate use may differ from our current intentions. We may also use a portion of the proceeds for potential acquisitions or strategic investments, for which we may have no current agreements or commitments. Pending use, we may invest the proceeds in short-term, investment-grade, interest-bearing instruments that may not yield favorable returns. If we do not use the net proceeds effectively, our business, financial condition, results of operations, and prospects could be harmed, and the market price of our Class A common stock could decline.

We could be subject to securities class action litigation.

In the past, securities class action litigation has often been instituted against companies following periods of volatility in the market price of a company’s securities. This type of litigation, if instituted, could result in substantial costs and a diversion of management’s attention and resources, which could adversely affect our business, financial condition, results of operations, and prospects. Additionally, the dramatic increase in the cost of directors’ and officers’ liability insurance may cause us to opt for lower overall policy limits or to forgo insurance that we may otherwise rely on to cover significant defense costs, settlements, and damages awarded to plaintiffs.

If securities, financial or industry analysts do not publish research or reports about our business, or if they publish inaccurate or unfavorable research regarding our Class A common stock, our stock price and trading volume could decline.

The trading market for our Class A common stock will depend in part on research and reports published by securities or industry analysts. If few analysts cover us, if analysts issue unfavorable commentary or downgrade our stock, or if we fail to meet guidance or analyst expectations (including usage or outcome metrics important to our model), our stock price and trading volume could decline. In addition, as a newly public company, analysts may have limited historical information on which to base estimates, which can increase the likelihood of forecast errors and negative reactions to quarterly results. If one or more analysts cease coverage of us or fail to publish reports on us regularly, our visibility in the financial markets could be reduced, which may adversely affect our stock price and trading volume.

We do not currently intend to pay dividends for the foreseeable future and consequently investors must rely on appreciation of our Class A common stock for any return on their investment, which may never occur.

We have never declared or paid cash dividends on our Class A common stock and do not anticipate paying dividends for the foreseeable future. We intend to retain any future earnings to fund operations and growth. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, contractual restrictions (including any debt arrangements), and other factors. As a result, the success of an investment in our Class A common stock will depend on future appreciation of its market price, which may not occur.

Our charter documents and Delaware law could delay or prevent a change in control that stockholders may consider favorable and may limit your ability to influence corporate matters.

Certain provisions of our second amended and restated certificate of incorporation and amended and restated bylaws that will become effective upon completion of this offering, as well as applicable provisions of Delaware law, may have the effect of delaying or preventing a merger, acquisition, or other change of control of the company that the stockholders may consider favorable. In addition, because our board of directors is responsible for appointing the members of our management team, these provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors. Among other things, our second amended and restated certificate of incorporation and amended and restated bylaws include provisions that:

Our second amended and restated certificate of incorporation will contain exclusive forum provisions that could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.

Our second amended and restated certificate of incorporation will provide that, unless we consent in writing to an alternative forum, the Court of Chancery of the State of Delaware (or, if it lacks subject matter jurisdiction, the federal district court for the District of Delaware) will be the exclusive forum for certain types of actions and proceedings, including (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a breach of fiduciary duty owed by any of our directors, officers, or employees to us or our stockholders, (iii) any action asserting a claim arising under the Delaware General Corporation Law, or our second amended and restated certificate of incorporation or amended and restated bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine.

Moreover, 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 second amended and restated certificate of incorporation provides that the federal district courts of the United States will, to the fullest extent permitted by law, be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act, or the Federal Forum Provision. Our decision to adopt the 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 or state courts will follow the holding of the Supreme Court of the State of Delaware 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.

Section 27 of 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. In addition, the Federal Forum Provision applies to suits brought to enforce any duty or liability created by the Exchange Act. Accordingly, actions by our stockholders to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder 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 stockholders’ ability to bring a claim in a judicial forum of their choosing for disputes with us or our directors, officers, or employees, which may discourage lawsuits against us and our directors, officers, and employees. Alternatively, if a court were to find the choice of forum provision contained in our second amended and restated certificate of incorporation or amended and restated bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, financial condition, and results of operations. These provisions do not apply to claims under the Exchange Act, for which exclusive federal jurisdiction applies by statute.

We may need additional capital in the future, and any such financing may result in dilution to stockholders or impose operational or financial restrictions on us.

We may require additional capital to fund operations, invest in platform development and integrations, pursue strategic opportunities, or respond to competitive pressures. If we raise funds through equity or equity-linked securities, our existing stockholders could suffer dilution, and any such securities may have rights superior to those of our Class A common stock. If we raise funds through debt financing, we may be subject to covenants or other restrictions that limit our operating flexibility. There can be no assurance that additional financing will be available on acceptable terms or at all, and if we cannot raise needed capital, we may need to reduce our operations, scale back growth initiatives, or delay strategic programs. Volatile market conditions could further limit access to capital or increase its cost.

We have identified a material weakness in our internal control over financial reporting, and we may not be able to successfully implement remedial measures.

We have identified control deficiencies in our financial reporting process that constitute a material weakness for the year ended December 31, 2025, related to not maintaining effective controls over the preparation and review of our financial statements, including controls over journal entries and account reconciliations. As a result, material audit adjustments, including those related to capitalized software costs, prepaid expenses, accrued liabilities, and stock-based compensation, were required to correct errors in our financial statements.

We intend to initiate certain measures to remediate this material weakness, and plan to implement additional appropriate measures in the future, if necessary. For example, we intend to implement a remediation plan that will include new controls and processes, hire additional accounting and finance personnel with appropriate level of expertise, and improve oversight over and review of significant and complex transactions. However, there can be no assurance that we will be able to fully remediate our existing material weakness or that our remedial actions will prevent this weakness from re-occurring in the future.

Further, there can be no assurance that we will not suffer from other material weaknesses or significant deficiencies in the future. If we fail to remediate these material weaknesses or fail to otherwise maintain effective internal controls over financial reporting in the future, such failure could result in a material misstatement of our annual or quarterly financial statements that would not be prevented or detected on a timely basis and which could cause investors and other users to lose confidence in our financial statements, limit our ability to raise capital and have a negative effect on the trading price of our Class A common stock. Additionally, failure to remediate the material weaknesses or otherwise maintain effective internal controls over financial reporting may also negatively impact our operating results and financial condition, impair our ability to timely file our periodic and other reports with the SEC, subject us to additional litigation and regulatory actions and cause us to incur substantial additional costs in future periods relating to the implementation of remedial measures.

General Risk Factors

Estimates and projections of our market opportunity and growth may not be accurate, and, even if the market grows as expected, our business may not grow at similar rates.

Our estimates of the market opportunity for Business AI Agents and forecasts of market growth are subject to significant uncertainty and are based on various assumptions and third-party data that may not prove accurate. In the section titled “Our Business” of this prospectus, we describe internal modeling that uses a top-down approach anchored to third-party estimates of outsourced call and contact center outsourcing spend (as a proxy for customer service and contact center operations) and applies assumed growth rates and an AI penetration layer.

Our analysis is inherently uncertain and actual market outcomes could differ materially from our assumptions for numerous reasons, including slower-than-expected adoption of generative AI and AI agents in customer operations; slower conversion of pilots or experimentation into production workloads; changes in technology, regulation, or customer preferences; increased competition and pricing pressure; higher-than-expected implementation, integration, safety, or compliance costs; or macroeconomic conditions that reduce overall IT and AI budgets. In addition, adjacent markets we reference—such as broader BPO spend, customer experience operations budgets, and other labor- or services-based customer support spend pools—may prove to be less relevant to AI agent workloads, or may shift more slowly to AI-driven architectures, than we currently assume.

Even if the markets in which we compete grow as we expect, there can be no assurance that our business will grow at similar rates or that we will capture a meaningful share of that growth. Our ability to realize the potential of any market opportunity depends on many factors, including our success in executing our channel-led strategy; differentiating our platform; competing effectively; scaling our operations; and maintaining partner and customer satisfaction. If our market estimates or growth projections prove inaccurate, or if our business fails to grow in line with the market, the trading price of our Class A common stock could be adversely affected.

Our enablement of payment-related workflows exposes us to risks related to fraud, chargebacks, and compliance with payment network rules and financial regulations.

Our platform supports workflows in which AI agents facilitate or initiate payments or other financial transactions through integrations with third-party payment processors and billing platforms chosen by our customers. Although we generally do not act as a payment processor or hold full payment card data, we may be associated with transactions that later result in fraud, chargebacks, disputes, or alleged violations of card-network rules or financial regulations. Customers, consumers, payment processors, or card networks may assert that our platform contributed to unauthorized or non-compliant transactions (for example, due to disclosure practices, script content, or mis-handled consent), and may seek indemnification, refunds, or other remedies. In addition, processors may modify their rules or requirements in ways that require platform changes or limit certain workflows. Any of these events could increase our costs, result in losses or penalties, reduce adoption of payment-related use cases, or harm our reputation.

Our use of contractors, consultants, and a distributed workforce may expose us to misclassification, co-employment, and payroll-related risks.

To support rapid development and partner-led deployments, we may engage independent contractors, consultants, agencies, and other third parties, including in foreign jurisdictions. If a government agency, court, or other authority were to determine that these workers should be classified as our employees, we could be liable for additional wage-and-hour obligations, employee benefits, tax withholdings, social contributions, and penalties, as well as potential joint-employer liability for their acts or omissions. Misclassification risks may be heightened by evolving laws, remote-work arrangements, and differences in labor regimes across jurisdictions. Any such findings, or changes to relevant laws, could increase our costs, require us to change our operating model, and adversely affect our business and results of operations.

Catastrophic events and other disruptions could harm our business and the price of our Class A common stock.

Natural disasters, power outages, telecommunications failures, cyberattacks, pandemics, acts of terrorism or war, and other catastrophic events could disrupt our operations, our cloud infrastructure, our partners’ systems, or our telecommunications suppliers and carriers. Even with disaster recovery and business continuity arrangements, our services could be interrupted or performance degraded, which could harm our reputation, financial condition, and results of operations and adversely affect the trading price of our Class A common stock. Supply chain disruptions, carrier policy changes, data center incidents, or failures in third-party services we rely on could exacerbate impacts. Insurance coverage may be unavailable or insufficient to cover all losses, and recovery efforts could divert management attention from operations.

Any future litigation against us could be costly and time-consuming to defend.

We may become subject to legal proceedings and claims that arise in the ordinary course of business, such as claims brought by our customers in connection with commercial or intellectual property disputes or employment claims made by our current or former employees. Litigation might result in substantial costs and may divert management’s attention and resources, which might seriously harm our business, financial condition, and results of operations. Insurance might not cover such claims, might not provide sufficient payments to cover all the costs to resolve one or more such claims, and might not continue to be available on terms acceptable to us (including premium increases or the imposition of large deductible or co-insurance requirements). A claim brought against us that is uninsured or underinsured could result in unanticipated costs, potentially harming our business, financial position, and results of operations. In addition, we cannot be sure that our existing insurance coverage will continue to be available on acceptable terms or that our insurers will not deny coverage as to any future claim.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. All statements other than statements of historical or current facts contained in this prospectus may be forward-looking statements. Statements regarding our future results of operations and financial position, business strategy and plans and objectives of management for future operations, including, among others, statements regarding the offering, liquidity, growth and profitability strategies and factors and trends affecting our business are forward-looking statements. Forward-looking statements can be identified in some cases by the use of words such as “believe,” “can,” “could,” “potential,” “plan,” “predict,” “goals,” “seek,” “should,” “may,” “may have,” “would,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” the negative of these words, other similar expressions or by discussions of strategy, plans or intentions. These forward-looking statements include, but are not limited to, statements concerning the following:

The forward-looking statements in this prospectus are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. We believe that these factors include, but are not limited to, the factors set forth under the heading “Risk Factors.” Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements.

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 prospectus, 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.

You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement of which this prospectus forms a part with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements.

These forward-looking statements speak only as of the date of this prospectus. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained in this prospectus after we distribute this prospectus, whether as a result of any new information, future events or otherwise.

USE OF PROCEEDS

We estimate that our net proceeds from this offering will be approximately $13.3 million (or approximately $15.5 million if the underwriters exercise their over-allotment option in full) at an assumed initial public offering price of $4.75 per share of Class A common stock, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

Each $1.00 increase (decrease) in the assumed initial public offering price of $4.75 per share of Class A common stock, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase (decrease) the net proceeds to us from this offering by approximately $3.1 million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Each increase (decrease) of 1,000,000 shares in the number of shares offered by us would increase (decrease) the net proceeds to us from this offering by approximately $4.4 million, assuming the assumed initial public offering price remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We do not expect that a change in the assumed initial public offering price or the number of shares by these amounts would have a material effect on our use of proceeds from this offering, although it may accelerate the time when we need to seek additional capital.

We intend to use the net proceeds from this offering for general corporate purposes, including working capital and operating expenses. We may also use a portion of the net proceeds to acquire or invest in businesses, products, services or technologies. However, we do not have binding agreements or commitments for any material acquisitions or investments at this time.

Because we intend to use the net proceeds from this offering for general corporate purposes, our management will have broad discretion over the use of the net proceeds from this offering. As of the date of this prospectus, we intend to invest the net proceeds that are not used as described above in capital-preservation investments, including short-term interest-bearing investment-grade securities, certificates of deposit or U.S. government backed securities.

CAPITALIZATION

The following table sets forth our cash, cash equivalents and capitalization as of December 31, 2025:

Our capitalization following the closing of this offering will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing. You should read this table, together with the information contained in this prospectus, including “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes included elsewhere in this prospectus. The authorized share numbers in the table below give effect to the pro forma adjustments noted above.

Each $1.00 increase (decrease) in the assumed initial public offering price of $4.75 per share of Class A common stock, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase (decrease) each of cash and cash equivalents, additional paid-in capital, total stockholders’ equity (deficit) and total capitalization on a pro forma as adjusted basis by approximately $3.1 million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

Each increase (decrease) of 1,000,000 shares in the number of shares offered by us would increase (decrease) each of cash and cash equivalents, additional paid-in capital, total stockholders’ equity (deficit) and total capitalization on a pro forma as adjusted basis by approximately $4.4 million, assuming the assumed initial public offering price remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

DILUTION

Investors purchasing our Class A common stock in this offering will experience immediate and substantial dilution in the pro forma as adjusted net tangible book value of their shares of Class A common stock. Dilution in pro forma as adjusted net tangible book value represents the difference between the initial public offering price per share of our Class A common stock and the pro forma as adjusted net tangible book value per share of our Class A common stock after giving effect to this offering. Pro forma as adjusted net tangible book value represents our total tangible assets (total assets less intangible assets) less total liabilities, divided by the pro forma as adjusted number of outstanding shares of Class A common stock.

As of December 31, 2025, our net tangible book value was $3.5 million, or $1.25 per share.

After giving effect to (i) the filing and effectiveness of our second amended and restated certificate of incorporation in Delaware immediately prior to the closing of this offering, (ii) the reclassification of certain of our outstanding common stock as Class B common stock, (iii) the conversion of shares of our Series Seed-1, Series Seed-2 and Series A preferred stock to Class A common stock and (iv) the 3.57-for-1 stock split that will be effected immediately prior to the effectiveness of the registration statement of which this prospectus forms a part, our pro forma net tangible book value as of December 31, 2025 would have been approximately $3.5 million, or $0.33 per share.

After giving further effect to the issuance and sale of 3,333,334 shares of our Class A common stock in this offering at an assumed initial public offering price of $4.75 per share of Class A common stock, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of December 31, 2025 would have been approximately $16.7 million, or $1.21 per share. This represents an immediate increase in pro forma as adjusted net tangible book value of $0.88 per share to our existing stockholders and an immediate dilution of $3.54 per share to new investors participating in this offering.

The following table illustrates this dilution on a per share basis to new investors:

Each $1.00 increase (decrease) in the assumed initial public offering price of $4.75 per share, the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase (decrease) our pro forma as adjusted net tangible book value by approximately $3.1 million, or approximately $0.22 per share, and increase (decrease) the dilution to new investors participating in this offering by approximately $0.78 per share, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

Each increase (decrease) of 1,000,000 shares in the number of shares of Class A common stock offered by us would increase (decrease) our pro forma as adjusted net tangible book value by approximately $4.4 million, or $0.32 per share, and increase (decrease) the dilution to new investors participating in this offering by approximately $0.32 per share, assuming that the assumed initial public offering price remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

If the underwriters exercise their over-allotment option in full, the pro forma as adjusted net tangible book value after the offering would be $1.32 per share, the increase in the pro forma as adjusted net tangible book value to existing stockholders would be $0.99 per share, and the pro forma as adjusted dilution to new investors participating in this offering would be $3.43 per share, in each case assuming an initial public offering price of $4.75 per share, the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The following table summarizes, on the pro forma as adjusted basis described above as of December 31, 2025, the difference between existing stockholders and new investors participating in this offering with respect to the number of shares purchased from us, the total consideration paid to us and the average price per share paid by our existing stockholders or to be paid by new investors participating in this offering at an assumed initial public offering price of $4.75 per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, before deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

Each $1.00 increase (decrease) in the assumed initial public offering price of $4.75 per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase (decrease) total consideration paid by new investors by approximately $3.3 million and total consideration paid by all stockholders by approximately $3.3 million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and before deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

We may also increase (decrease) the number of shares of Class A common stock we are offering. An increase (decrease) of 1,000,000 shares in the number of shares of Class A common stock offered by us would increase (decrease) total consideration paid by new investors by approximately $4.8 million and total consideration paid by all stockholders by approximately $4.8 million, assuming that the assumed initial public offering price remains the same, and before deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

If the underwriters exercise their over-allotment option in full, the number of shares held by our existing stockholders will be 10,520,432 or 73.3% of the total shares outstanding after this offering and the number of shares held by our new investors will be further increased to 3,833,334, or 26.7% of the total shares outstanding after this offering.

In addition, to the extent we issue any additional securities under our equity incentive plans or any outstanding stock options or warrants are exercised, or we issue any other securities or convertible debt in the future, investors participating in this offering will experience further dilution.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes included elsewhere in this prospectus. This discussion and analysis and other parts of this prospectus contain forward-looking statements based upon current beliefs, plans and expectations that involve risks, uncertainties and assumptions. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth under “Risk Factors” and elsewhere in this prospectus. You should carefully read the “Risk Factors” section of this prospectus to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements.

The audited financial statements for the years ended December 31, 2025 and 2024 are prepared pursuant to accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Overview

VIDA Global Inc. is building a cloud-based AI agent operating system that enables enterprises, service providers, and resellers to build, deploy, and manage omnichannel AI agents that handle voice calls, text messages, emails, and web chat while automating business workflows at scale. Our platform is designed to connect to systems companies already rely on, including phones, CRMs, ticketing tools, calendars, and billing systems, and to support use cases such as recovering missed calls, qualifying leads, scheduling and confirming appointments, triaging support tickets, maintaining CRM accuracy, and initiating payments.

We are in the early stages of commercialization and have a limited operating history. Our results to date reflect significant investment in product development and go-to-market capabilities, as well as early customer and partner deployments. We expect to continue investing in our platform, reliability, security, compliance, partner enablement, and go-to-market initiatives. As a result, we expect to continue to incur net losses in the near term as we pursue growth and scale.

We believe we are operating at the beginning of a significant technology transition as businesses adopt AI agents as a new category of software to automate customer engagement and operational workflows. Our strategy is designed to drive adoption through trusted distribution channels. We believe this channel-led approach can help reduce onboarding friction and shorten time-to-value for customers by delivering integrated solutions through providers that customers already use and trust. We also believe our platform architecture, including multi-model orchestration, omnichannel connectivity, policy and compliance primitives, integrations and APIs, built-in observability and quality assurance, and white-label capabilities, positions us to scale with partners and customers over time.

We will effect a 3.57-for-1 stock split of our common stock immediately prior to the effectiveness of the registration statement of which this prospectus forms a part.

Key Factors Affecting Our Results of Operations

Our operating results and period-to-period financial performance are influenced by a number of factors, including:

Early-stage commercialization and customer adoption. Our revenue remains limited as we continue to transition from development to broader commercialization. Revenue growth depends on our ability to attract new customers, expand deployments with existing customers, and scale through channel partners, as well as the pace at which customers move from pilot programs to production usage.

Partner-led distribution and productization. We are designed to support multi-tenant management and white-label deployments. Our performance depends in part on partner onboarding, partner enablement, partner packaging decisions, and the timing of partner launches. Partner sales cycles and customer conversion can create variability in revenue and operating results.

Usage-based economics and cost structure. Our revenue is derived from subscription and related usage-based fees. Our cost of revenue includes third-party infrastructure and services costs that may scale with usage and that may also include a fixed-cost component as we build and maintain a production-grade platform. As adoption scales, we believe we will have opportunities to optimize and reduce unit costs through engineering improvements, vendor negotiations, and usage routing and orchestration decisions. However, these improvements may not occur on our expected timeline, and our costs may increase as usage expands.

Investment in platform development (including capitalized software costs). We have invested significantly in building our platform. A substantial portion of these costs have been capitalized as internal-use software and are amortized over time. Amortization expense is a non-cash expense, but it affects our operating loss and may be significant while we continue to invest in product development.

Go-to-market investment and brand awareness. We expect to invest in sales and marketing to build partner relationships, increase awareness, generate demand, and support customer success. These investments may precede related revenue growth, particularly in partner-driven distribution models.

Bitcoin holdings. We hold bitcoin as part of our treasury strategy and account for bitcoin at fair value with changes recognized in other income (expense). As a result, our reported net loss may be significantly affected by changes in the market price of bitcoin, which is outside of our control and may introduce material volatility to our reported results.

Regulatory, compliance, and security requirements. Our customers and partners operate in regulated environments, particularly in communications and customer engagement. We expect to continue investing in reliability, security, privacy, and compliance features and processes. Changes in laws, regulations, or customer expectations could increase our compliance costs and affect product requirements and sales cycles.

Components of Our Results of Operations

Revenue. We generate revenue primarily from subscription fees and usage-based fees for access to and use of our platform. Contracts are generally cancellable and typically billed in advance on a monthly basis. We recognize revenue as the subscription and related services are provided and the customer simultaneously receives and consumes the benefits.

Cost of revenue – exclusive of amortization. Cost of revenue – exclusive of amortization consists primarily of third-party expenses required to deliver our platform, including cloud hosting, telecommunications and carrier costs, and other infrastructure costs. Cost of revenue – exclusive of amortization may vary based on customer usage and may also include a baseline level of costs associated with maintaining and operating our platform, supporting deployments, and improving reliability and performance.

Amortization and depreciation. Represents amortization of capitalized internal-use software costs related to our platform and supporting systems and depreciation on our new computer equipment.

Sales and marketing. Includes costs related to partner enablement, marketing programs, advertising, and sales initiatives. Also includes personnel-related costs, including salaries, benefits, payroll taxes, and stock-based compensation expense related to stock options (excluding amounts capitalized as internal-use software).

General and administrative. Includes professional fees (legal, accounting, and consulting), insurance, facilities, and other general corporate expenses. Also includes personnel-related costs, including salaries, benefits, payroll taxes, and stock-based compensation expense related to stock options and restricted stock (excluding amounts capitalized as internal-use software).

Other income (expense). Other income (expense) consists primarily of realized and unrealized gains and losses related to changes in the fair value of our bitcoin holdings.

Results of Operations

The following table sets forth our results of operations for the periods indicated:

Revenue

Revenue increased by $536,981, or 3,729%, to $551,383 for the year ended December 31, 2025 from $14,402 for the year ended December 31, 2024. The increase was primarily driven by growth in subscription and usage-based fees as partner and enterprise customer adoption of our AI Agent OS increased during 2025.

We expect revenue to increase over time as we expand our partner ecosystem, convert pilot activity into scaled production usage, and broaden customer adoption across additional use cases and channels. The timing and pace of revenue growth may vary due to partner launch schedules, customer onboarding cycles, and usage patterns.

Operating Expenses

Total operating expenses increased by $2,136,202, or 165%, to $3,427,485 for the year ended December 31, 2025 from $1,291,283 for the year ended December 31, 2024. The increase reflects higher general and administrative expense, sales and marketing expense, cost of revenue – exclusive of amortization, and amortization and depreciation.

Cost of revenue – exclusive of amortization. Cost of revenue – exclusive of amortization increased by $222,842, or 92%, to $465,075 for the year ended December 31, 2025 from $242,233 for the year ended December 31, 2024. This increase was primarily attributable to higher software, hosting, cloud infrastructure, data, network services and other technology costs required to support the growth in customer usage of our platform.

Amortization and Depreciation. Amortization and depreciation increased by $138,857, or 36%, to $524,320 for the year ended December 31, 2025 from $385,463 for the year ended December 31, 2024. The increase was primarily due to higher amortization of capitalized internal-use software as additional software was placed in service.

Sales and marketing. Sales and marketing increased by $420,074, or 138%, to $723,999 for the year ended December 31, 2025 from $303,925 for the year ended December 31, 2024. The increase primarily reflects higher advertising expense and broader sales and marketing activities to support partner enablement, marketing programs and customer acquisition.

General and administrative. General and administrative increased by $1,354,429, or 377%, to $1,714,091 for the year ended December 31, 2025 from $359,662 for the year ended December 31, 2024. The increase was primarily attributable to higher stock-based compensation, personnel-related costs and professional fees associated with scaling our operations and supporting our growth as a public-company-ready organization.

Other Income (Expense), Net

Other income (expense), net decreased by $556,104 to other expense of $21,701 for the year ended December 31, 2025 from other income of $534,403 for the year ended December 31, 2024, primarily due to an unrealized loss on bitcoin in 2025 compared with an unrealized gain on bitcoin in 2024. Because bitcoin is measured at fair value with changes recognized in earnings, future changes in the market price of bitcoin may have a significant impact on our reported results.

Liquidity and Capital Resources

Overview

Since inception, we have funded our operations primarily through equity financings, and we have historically used cash to fund working capital and investments in our platform.

As of December 31, 2025, we had:

Our current liabilities are limited and consist of accounts payable, credit card payable, and deferred revenue. We have no outstanding debt for borrowed money.

We expect to continue to incur operating losses and use cash in operations as we invest in growth. We believe our existing cash and bitcoin holdings, together with proceeds from financings completed in 2025 and the expected net proceeds from this offering, will provide us with additional resources to fund operations and planned investments. We believe it is probable that we will be able to meet our obligations as they become due for at least the next twelve months after the date the financial statements included in this prospectus are issued. However, our future capital requirements will depend on many factors, including the pace of revenue growth, the timing and extent of investment in product development and go-to-market initiatives, and our ability to manage third-party platform costs.

Bitcoin Treasury Reserve

Since 2022, we have held bitcoin as part of our treasury strategy. As of December 31, 2025, we held 11.690 bitcoin. We believe that incorporating bitcoin as part of our treasury strategy can act as a hedge against inflation and currency devaluation, and offers long-term appreciation potential. In addition, including bitcoin on our balance sheet provides diversification to our treasury holdings. We have funded our bitcoin treasury through invested capital, contribution in exchange for securities and periodic purchases. Unlike digital asset treasury (DAT) companies, we do not expect to conduct securities offerings for the purpose of accumulating and holding significant amounts of crypto assets to generate yield. Instead, we expect that we may selectively purchase additional bitcoin when we believe it offers a good value proposition or store of value. In addition, consistent with past practice, we may from time to time sell bitcoin to fund operations and growth. Our purchases and sales of bitcoin currently take place on cryptocurrency exchanges, including Kraken. We may in the future, but do not currently expect to include other crypto assets as part of our treasury strategy.

As of December 31, 2025, we do not self-custody and only utilize third-party qualified custodians to hold our bitcoin. We use a qualified custodian that utilizes risk management and operational best practices around items like hot vs. cold storage, access controls, custody technology, insurance, etc. As of the date hereof, our third-party custodian is Kraken (legally named Payward, Inc.). In connection therewith, on February 5, 2026, we entered into a written custody agreement with Kraken, pursuant to which Kraken has agreed to provide us with services relating to, among other things, trading, execution and custody of our bitcoin pursuant to our instructions in exchange for fees and expenses as set forth in the custody agreement. The custody agreement with Kraken has a term of one year, with automatic renewals for successive one-year terms annually, unless earlier terminated or not renewed pursuant to the terms thereof. All private keys are held in cold storage. Our bitcoin stored by Kraken is not commingled with assets of other customers. Kraken does not carry insurance for any losses of the bitcoin it custodies for us. If we further execute on our treasury strategy, we may include additional custodians. Currently, there is no entity that is responsible for verifying the existence of our crypto assets.

Cash Flows

The following table summarizes our cash flows for the periods indicated:

Operating activities. Net cash used in operating activities was $1,834,854 for the year ended December 31, 2025 compared to $807,027 for the year ended December 31, 2024. The increase in cash used was primarily driven by higher operating losses and working capital uses, partially offset by non-cash items including amortization, stock-based compensation and changes in the fair value of bitcoin.

Investing activities. Net cash used in investing activities was $715,753 for the year ended December 31, 2025 compared to $685,356 for the year ended December 31, 2024. Investing activities primarily reflect capitalized internal-use software development costs and net purchases of bitcoin.

Financing activities. Net cash provided by financing activities was $4,144,072 for the year ended December 31, 2025 compared to $0 for the year ended December 31, 2024, primarily reflecting the Series A preferred stock financing, issuance of warrants, and proceeds from the sale of restricted common stock, partially offset by equity issuance costs.

Capital Resources and Contractual Obligations

As of December 31, 2025, our principal commitments consisted of non-cancelable purchase commitments under vendor agreements. The following table summarizes these obligations as of December 31, 2025:

We believe our existing liquidity and access to capital will support our plan to meet these obligations as they come due.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources.

Critical Accounting Policies and Estimates

Our financial statements have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Our most significant accounting policies are described in the notes to our financial statements. We believe the following critical accounting policies and estimates are the most important to understanding and evaluating our results of operations and financial condition:

Revenue recognition. We recognize revenue from subscription and usage-based fees as services are provided and customers simultaneously receive and consume the benefits. This requires judgment in identifying performance obligations and determining the timing of revenue recognition, particularly for usage-based components.

Capitalized internal-use software. We capitalize qualifying costs incurred during the application development stage for internal-use software and amortize those costs over their estimated useful lives. Determining which costs qualify for capitalization, when capitalization begins and ends, and the appropriate useful life requires judgment. Changes in these judgments could materially impact our results of operations and financial condition.

Stock-based compensation. We recognize stock-based compensation expense based on the fair value of awards on the grant date and recognize expense over the vesting period. The valuation of stock options and restricted stock grants requires judgment and assumptions, including volatility, expected term, and risk-free interest rates. Additionally, certain stock-based compensation costs are capitalized as internal-use software, which affects the timing of expense recognition between amortization and operating expense.

Warrants. We account for our warrants under ASC 815-40 and have concluded that our warrants meet all conditions for equity classification. Because our warrants are equity-classified and were issued together with preferred stock in a bundled financing, we allocated a portion of the financing proceeds to the warrants using the relative fair value method. The fair value of the warrants was determined utilizing a backsolve option pricing model based on the financing transaction price along with a Monte Carlo simulation. The valuation of the warrants through this process required the use of significant assumptions, including expected volatility, risk-free interest rate, and the probability of achieving the market-based vesting condition. As equity-classified instruments, the warrants are not subsequently remeasured.

Income taxes. We account for income taxes using the asset and liability method. We have generated NOL carryforwards and have recorded a valuation allowance against deferred tax assets to the extent we do not believe it is more likely than not that such assets will be realized. Assessing the realizability of deferred tax assets requires judgment, including forecasts of future taxable income.

Recently Issued Accounting Pronouncements

We have evaluated recently issued accounting pronouncements and, other than those already adopted, do not expect them to have a material impact on our financial position, results of operations, or cash flows. We will continue to evaluate new accounting guidance as it becomes effective.

OUR BUSINESS

Overview

VIDA Global Inc. is building the Vida Agent OS. Our platform is designed to enable enterprises, service providers, software vendors, and entrepreneurs to deploy, govern, and manage production-grade AI agents across voice, messaging, email, and web. These agents connect to systems companies already rely on—such as phones, CRMs, ticketing tools, calendars, and billing systems—and are intended to perform work that often falls through the cracks, including recovering missed calls, qualifying leads, scheduling and confirming appointments, triaging support tickets, maintaining CRM accuracy, and initiating payments. For businesses, we believe these capabilities may help support faster response times, fewer dropped handoffs and higher conversion and completion rates, although results vary by customer and use case.

Under the hood, Vida unifies the components required to run AI agents at scale with an emphasis on reliability, security, and compliance. A multi-LLM (large language model) runtime and orchestration layer helps ensure customers use the most well-suited model for each task. Omnichannel I/O connects agents to phones, inboxes, chats, and the web. Policy and compliance primitives let solutions providers define guardrails once and apply them everywhere. Integrations and Application Programming Interfaces (APIs) accelerate setup without limiting flexibility. Built-in observability and auto-quality assurance show what agents did, why, and how to improve. Embeddable interfaces bring agents into existing tools, and white-label options enable fully branded experiences. Usage-based pricing aligns costs with outcomes, helping customers and partners scale more confidently.

Our channel-led strategy is intended to drive faster, more durable growth by delivering agents through the providers that businesses already trust. In surveys we conducted in 2025, a majority of SME respondents reported low confidence in deploying new technologies, such as AI agents, without expert support—so we meet them where they buy software. By equipping managed service providers (MSPs), unified communications as a service (UCaaS) and contact center as a service (CCaaS) platforms, telecom advisors and technology agents, and software-as-a-service (SaaS) vendors with Vida, customers gain agents integrated into the tools they already use. At the same time, partners can accelerate activation, reduce friction, and shorten sales cycles. We believe this can lead to higher adoption and completion rates over time, lower onboarding risk, and stickier recurring revenue for partners—all without customers having to rebuild their workflows or replace their existing stack.

We operate this channel model end-to-end. MSPs, telecom advisors, SaaS vendors, and creator economy operators can embed Vida agents in their offerings, pass through usage, and manage multiple customers from a single, secure, multi-tenant console. The Vida Agent OS expands participation in the AI economy by giving partners the tools to set up, sell, and scale an agent practice–without building a platform from scratch. Partners become trusted advisors who can deliver results quickly, grow recurring revenue, and differentiate their brands, while customers gain reliable agents that work within their existing systems and workflows.

Looking ahead, we believe there is a generational opportunity to deploy measurable AI agents across a wide variety of customer communications and workflow use cases, and we have seen encouraging early adoption and customer results that support our ability to scale over time. Based on third-party forecasts and our internal top-down modeling described below under “Market Opportunity,” which is anchored to U.S. outsourced call and contact center outsourcing spend and applies assumed growth rates and an AI penetration layer, we estimate that this underlying spend pool could be approximately $29.1 billion by 2030, and that the “AI-enabled” portion of that spend could approach approximately $28.8 billion by 2030 in our base case (with scenario outcomes driven primarily by different adoption and penetration assumptions). We remain focused on activating demand through trusted channels and delivering integrated agents that create value from day one. This approach has the potential to compound growth by expanding usage within accounts, introducing new agent types and workflows, and broadening our partner ecosystem—driving durable expansion for Vida and operating leverage for our customers. These estimates reflect our internal model and assumptions, involve significant uncertainty, and are not predictions or forecasts of our future revenue. See “Risk Factors—Risks Related to Our Market Opportunity and Growth” and “Industry and Market Data.”

Our Mission

Our mission is to make the AI-agent economy accessible to every business by equipping service and software providers with a platform for deploying and selling agents quickly and at scale.

Market Opportunity

Businesses now expect more than software that works—they expect agentic systems that do the work. Customer communications operations have historically been labor-intensive and, in many organizations, supported by in-house customer service teams and outsourced service providers. We believe AI agents introduce a software and automation layer that can perform a portion of this repeatable work, and that adoption may increasingly be funded by reallocating budgets that have historically been spent on labor and managed services (including third-party contact center outsourcing), rather than solely representing net-new category spend. Enterprises are shifting from seat-based software to workload-driven architectures, but the transition is complex and challenging. Per-seat billing misaligns with AI usage; multi-tenant orchestration, guardrails, and observability add technical burden; and telephony, consent, and caller ID attestation introduce regulatory friction. Teams that attempt to stitch together APIs and channels often spend months before reaching scale limits. Vida addresses these barriers with a platform purpose-built for secure, omnichannel, turn-key AI phone agents.

Based on third-party market research and our internal modeling, we size our U.S. market opportunity for Business AI Agents using a top-down approach anchored in outsourced customer communications operations. Because outsourced call and contact center services are largely priced as managed services and labor capacity, we view this spend pool as a useful proxy for budgets that have historically been allocated to customer communications labor and operations, and that may shift—over time—toward AI-enabled automation delivered as software and related services. Using published estimates for the U.S. call and contact center outsourcing market and the associated growth rates, we estimate that U.S. spend for outsourced call and contact center services could be approximately $22.2 billion in 2026, $25.4 billion in 2028, and $29.1 billion by 2030. We then estimate the portion of that spend that could be AI-enabled by applying an assumed penetration rate for generative AI capabilities in contact centers that is informed by independent third-party surveys and analyst benchmarks. In our view, increasing AI penetration in contact centers is also likely to be associated with a gradual mix shift in how customer communications work is funded—away from purely labor-priced capacity and toward AI-enabled software, automation, and hybrid service delivery—though the pace and extent of any such shift is uncertain and may vary by vertical, use case, and regulatory environment. Under our base case, this implies an AI-enabled spend pool of approximately $19.1 billion in 2026, $23.5 billion in 2028, and $28.8 billion by 2030, with a scenario range of approximately $18.4–$20.0 billion in 2026 and $22.6–$24.9 billion in 2028 under more conservative and more aggressive penetration assumptions, respectively. Under our base case, the implied compound annual growth rate of the AI-enabled spend pool is approximately 10.8% from 2026 to 2030, reflecting both underlying market growth and increasing AI penetration. These estimates reflect our own model and assumptions, have not been independently verified, and involve significant uncertainty. See the section “Risk Factors” for additional discussion of the risks and uncertainties associated with our estimates and expectations.

Our model derives annual spend levels from published market endpoints and growth rates for business process outsourcing and call/contact center outsourcing, and assumes that call and contact center outsourcing represents a meaningful subset of overall BPO spend (approximately 31% based on the third-party endpoints used in our model). Our AI-penetration layer assumes generative AI adoption in contact centers increases over time and is capped in our base case at 99% by 2030, and is intended to reflect the growing prevalence of AI-enabled workflows in customer service operations rather than the mix, pricing, or revenue outcomes of any particular vendor. Our estimates are sensitive to, among other things, the scope definitions used by third-party market researchers, the pace and extent of adoption of AI capabilities in outsourced contact centers, competitive dynamics, regulatory developments, and customer budget priorities. In addition, our estimates focus on outsourced contact center and customer service operations and therefore do not capture potential additional spend associated with in-house customer service operations or broader enterprise automation and workflow use cases that may also be addressed by AI agents.

We believe these market dynamics may favor our model: a channel-led approach that reaches customers through existing providers and integrates agents directly into current systems, focused on reducing time-to-value and improving completion rates. As adoption scales, we expect that partners deepen customer penetration, usage broadens across agent types and channels, and Vida has the opportunity to capture an increasing share of overall market growth.

Illustrative base-case TAM for AI Agent spend. The chart reflects our internal estimate of the U.S. total addressable market for Business AI Agents in our base-case scenario, using AI penetration of outsourced contact center/customer service spend (all channels) as a proxy spend pool that has historically been dominated by labor and managed services costs, and that we believe may increasingly be funded through a reallocation of those budgets toward AI-enabled automation over time.. This estimate is derived from third-party market size estimates for the U.S. call and contact center outsourcing market and our base-case assumptions regarding GenAI enablement/penetration over time. In this base case, we estimate that U.S. Business AI Agent spend could be approximately $19.1 billion in 2026, $23.5 billion in 2028, and $28.8 billion in 2030. These TAM estimates are illustrative, are based on our own assumptions and analysis using third-party data, have not been independently verified, and are not forecasts or predictions of our future revenue.

Our Opportunity

We believe Vida can become a leading way businesses deliver AI agents at scale. Our channel-first model unlocks step-function reach by tapping existing customer bases and embedding agents into live workflows. Our platform compresses time to value, aligns economics to outcomes, and embeds policy and reliability from day one. The result is software that’s designed to do work on behalf of businesses and their teams.

Point of View

Businesses adopt AI through trusted partners. Most businesses do not want another tool that sits beside their system of record. They want outcomes delivered inside the software they already use, implemented by the vendors and service providers they already trust. Partners understand local processes, compliance needs, and the data models that power day-to-day work. Our product and packaging are built for those partners. We provide multi-tenant administration, white-label controls, pass-through usage, and templates that let partners switch on agents across entire installed bases in days.

AI should expand people, not replace them. While many companies frame AI as a path to headcount reduction, our strategy is to widen participation. Vida is an AI Agent OS that gives partners and practitioners everything they need to set up, sell, and scale an AI agent business. Agencies, MSPs, and vertical software vendors can create new revenue lines, and frontline teams gain an always-on teammate that recovers missed calls, books appointments, cleans CRM records, and handles follow-ups so people can focus on higher value work.

We believe adoption of AI agents may be funded, in part, through a gradual reallocation of budgets historically spent on labor and managed services toward AI-enabled workflows, while enabling organizations to redeploy teams toward higher-value, customer-facing work.

We believe enterprise software is shifting from screens to agents. Even if progress in large language models slows, we expect this trend to continue, with workflows specified as goals and policies rather than clicks and forms. Outcomes will be measured and billed as actions rather than seats. Data, security, and compliance will be orchestrated across many tenants and brands. Vida is positioned at this layer, independent of any single model provider.

Durable Opportunity

We believe the long-term shift is from software that people operate to software that operates on their behalf. That shift does not depend on frontier model breakthroughs. It depends on safe orchestration, reliable integrations with systems of record, and a distribution model that reaches millions of businesses through the partners they already trust. These are the problems we seek to solve with our platform.

Over time, we believe our role in this shift will depend less on owning any single underlying model and more on operating the connective tissue that makes agents practical in production: multi-model orchestration, deep integrations with systems of record, observability and policy, and a distribution network of software vendors, service providers, and enterprises. As businesses add new channels, adopt new models, and respond to evolving regulatory requirements, we expect that demand for a neutral, infrastructure-like layer to manage these agents will increase. While we cannot predict the pace or extent of this transition, our strategy is to position Vida as that operating layer so that, if the market develops as we expect, our platform can participate in a broad range of AI agent deployments across industries and segments.

The Challenge of Delivering AI Agents

Customers come to Vida with a clear goal: deploy dependable, measurable AI agents within the channels and systems they already use. In practice, most face a consistent set of barriers that slow rollout, raise costs, and erode confidence. Below are the six obstacles we see most often—and the standards buyers now expect from a platform built for production agents.

Why This Matters Now

These challenges are solvable—but only on unified platforms. We believe buyers are increasingly standardizing on systems that combine usage-aligned pricing, multi-tenant infrastructure, continuous model evaluation, compliant communications, rapid packaging, and full-stack observability within a single operating environment. This is the space Vida addresses: deploying production agents quickly, including features designed to help support compliance by default, providing outcomes, and scaling reliably across channels, workflows, and partner networks.

Our Solution

The Vida Agent OS for Business

Vida provides the full stack to deploy and operate AI agents reliably, compliantly, and at scale. The platform is designed to unify runtime and orchestration, omnichannel I/O, integrations, observability and QA, embeddable interfaces, and usage-aligned packaging—enabling customers and partners to launch in days and grow with confidence.

At the core of the Vida Agent OS is a multi-LLM engine that routes tasks across specialized models and tools, utilizing dynamic evaluation, memory management, and failover capabilities. Graph-based workflows, supervisory checks, and configuration guardrails minimize hallucinations and unauthorized actions while optimizing for task success, latency, and cost. The design supports enterprise needs, including tenant isolation, versioned policies, and real-time resilience, to support production reliability at scale.

We are extending the runtime with hierarchical tool plans for multi-step business processes, policy-aware routing that factors data rules and geography alongside price and latency, and adaptive memory that adjusts tone and behavior by brand or location to improve completion rates and efficiency.

The runtime also supports OpenClaw-compatible agents. These agents can operate across browsers, terminals, and other computing environments and invoke dynamic tools or skills to complete more complex workflows. This expands the range of work agents can perform while increasing the importance of orchestration, policy controls, observability, and security in production environments.

What Vida AI Agents Deliver

Vida agents handle front-of-house and follow-up work across voice, SMS, email, and web chat so teams stay responsive and pipelines stay clean. Core workflows include inbound reception and routing, outbound lead follow-up with consent and retries, CRM summarization and tagging, appointment confirmations and reminders, and payment capture through customer-selected providers. Agents operate inside existing systems, and are designed to help ensure that actions are recorded in the relevant systems of record with appropriate tags and attribution.

What We Provide

Going Beyond Today’s Use Cases

Today’s workflows are only the beginning. As agent capabilities evolve, Vida’s embedded distribution provides direct access to where work already happens. Native integrations with vendors, service providers, and systems of record let us introduce new agents and higher-value actions with minimal friction. This creates a durable expansion path—adding templates, deepening integrations, unlocking new channels, and growing usage and platform revenue within accounts that already trust Vida.

Illustrative Customer Deployment in Healthcare Vertical. In one deployment with a U.S. customer in the healthcare vertical over a 6-month period in 2025, our AI agent achieved a meeting scheduling rate of approximately 65–70% and a cancellation rate of approximately 9%, compared to a historical meeting scheduling rate of approximately 45% and a cancellation rate of approximately 14% for that customer’s human-led process. These results are based on our internal analysis of that customer’s data and may not be representative of other customers.

Go-to-Market Strategy

We sell through the channels where buyers already procure communications and customer operations solutions.

Based on industry sources, we believe our addressable channel base includes approximately 40,000 U.S. managed service providers and IT solution providers, 5,000–10,000 technology advisors and telecom agents reachable through major distributors, approximately 3,000–5,000 SMB-focused and vertical SaaS vendors in the United States, and an estimated 200–300 UCaaS and CCaaS platforms worldwide with a significant U.S.-serving concentration. These figures are estimates based on third-party data and our internal analysis, have not been independently verified, and only a portion of these potential partners may adopt our platform.

Target Markets

Our sales, marketing, and partner outreach efforts are designed to reach buyers across three core target markets:

Business Model

We price on usage and outcomes rather than seats, with a platform access fee for our multi-tenant runtime, admin controls, and partner tooling. Customers can start small and scale as agents expand across workflows and channels.

Packaging and Pricing Constructs

To accommodate a wide range of operational requirements and business sizes, our platform is offered through structured packaging and pricing constructs. These constructs are designed to provide flexibility, transparency, and scalability, allowing customers to align their investment with their specific usage and value realized.

Partner Economics and Billing

Our partner economics model is structured to foster mutual success and transparent financial operations. We provide comprehensive support for billing and revenue recognition, ensuring partners can effectively manage their client relationships. We offer:

Revenue Streams

The platform generates revenue through a diverse set of channels designed to capture value from both usage and strategic enhancements, including:

Unit Economics and Margin Profile

Our cost structure scales with usage — the more it’s used the more it costs. This usage benefits from typical telephony efficiencies, as improvements in infrastructure and engineering drive our unit costs down over time. Vida economics also benefit from LLM improvements such as streaming and caching. Over the long term, we aim to achieve gross margins that are broadly consistent with those of modern cloud platforms that include communications components; however, our actual gross margins have fluctuated and may continue to fluctuate, and there can be no assurance that we will do so. We expect a mix shift toward higher tiers, pre-paid bundles, and add-ons to expand margins over time, but our actual gross margins may be lower than these long-term expectations.

Growth Levers Inside the Model

We believe our model provides significant opportunities for growth and have identified key growth levers that drive both user engagement and platform adoption. Over time, we intend to seek to maximize value through the following measures:

Competitive Strengths

Our advantage lies in deploying agents quickly, integrating them into the systems customers already use, and measuring value by outcomes rather than total seats. We refer to this internal concept as “Return on AI,” or “ROAI”—the ratio of measurable outcomes to total cost of ownership. ROAI is not a financial or accounting measure and should not be considered in isolation or as a substitute for our financial information. Vida seeks to improve both sides of the ratio by increasing completed actions and reducing build, operate, and maintain costs.

Time to Value

Agents built on our platform can typically be deployed in days and scaled to support higher volumes, subject to customer configuration and requirements. Prebuilt templates for reception, follow-up, confirmations, rescheduling, collections, and CRM hygiene can reduce setup from months to hours. Multi-tenant provisioning, number management, consent prompts, and caller ID attestation are built in, allowing partners to activate hundreds of accounts without custom work.

ROAI Effect: Faster deployment accelerates time to first outcome and payback. In many deployments, customers are able to begin measuring scheduled appointments, recovered calls, and qualified leads within the first week, although timing can vary by use case and configuration.

Breadth of Platform

Runtime, I/O, billing, compliance, and observability are integrated into one system. The platform unifies multi-LLM orchestration, omnichannel voice and messaging, usage and outcome metering, policy controls, audit logs, redaction, and analytics. Developers can still select speech or model components while retaining Vida’s orchestration and guardrails.

ROAI Effect: A unified platform removes integration and maintenance overhead, lowering total cost of ownership and improving outcome consistency across channels.

Channel Alignment

Our platform is built for vendors and service providers. Multi-tenant admin, white-label controls, usage pass-through, and SKU management enable partners to embed agents as native features and sell them through existing channels.

ROAI Effect: Distribution through trusted partners increases attach and expansion across installed bases. End customers avoid one-off integrations, driving higher adoption and outcome volume per dollar spent.

Embedded Integrations With Systems of Record

Agents ship inside the software businesses already use. Connectors, schema mapping, and embeddable components make them feel native to CRMs, booking platforms, logistics systems, and practice management tools.

ROAI Effect: When agents operate within existing data and permissions, completion rates increase and operational rework decreases.

Compliance-First Design

Consent capture, disclosure prompts, caller ID attestation, redaction, and audit trails are built into our platform. Our SOC 2 program encompasses security, availability, and confidentiality across access, change management, vendor management, and incident response.

ROAI Effect: Native controls reduce deployment friction and compliance risk, cutting hidden costs that erode AI returns.

Enterprise Reliability

Evaluation, fallback, auto-QA, and deep observability out of the box. Agents operate within guardrails and utilize human-in-the-loop triggers, with logs and traces capturing every tool call and outcome.

ROAI Effect: Higher task success and lower defect escape cut manual intervention costs while increasing completed actions per minute and per message.

Cost and Performance Discipline

Streaming, caching, and adaptive turn-taking reduce waste across ASR, TTS, and tool calls.

ROAI Effect: Lower unit cost per successful action and tighter latency bands that maintain conversion rates.

Measurable Outcomes and Pricing That Matches Value

Meters track minutes, messages, and completed actions such as scheduled appointments or collected payments. Outcome-based pricing is available on well-defined workflows.

ROAI Effect: Customers can tie revenue or savings to specific agent outcomes, with spend naturally concentrating on what delivers results.

Partner Analytics and Operating Leverage

Partners view usage, outcome trends, and churn signals across tenants, and can roll out templates, policies, and updates portfolio-wide with a few clicks.

ROAI Effect: Portfolio-level controls raise outcomes across many accounts while holding operating expenses flat.