Financial Performance - Revenue increased by $2.8 million, or 59.7%, for the three months ended June 30, 2024, compared to the same period in 2023, driven by higher sales of TriNav [219]. - Revenue increased by $6.2 million, or 82.0%, for the six months ended June 30, 2024, compared to the same period in 2023, driven by higher sales of TriNav [232]. - Gross profit increased by $2.6 million, or 68.0%, for the three months ended June 30, 2024, with gross margin rising to 87.6% from 83.3% [221]. - Gross profit increased by $5.8 million, or 93.7%, for the six months ended June 30, 2024, with gross margin rising to 86.4% from 81.1% compared to the same period in 2023 [234]. - Net losses amounted to $17.6 million for the six months ended June 30, 2024, with cash and cash equivalents of approximately $16.5 million [246]. - Net cash used in operating activities was $24.3 million for the six months ended June 30, 2024, compared to $19.7 million for the same period in 2023 [249]. Expenses - R&D expenses decreased by $2.2 million, or 32.2%, for the three months ended June 30, 2024, primarily due to reduced clinical trial expenses related to nelitolimod [223]. - R&D expenses decreased by $2.0 million, or 15.8%, primarily due to a $3.0 million reduction in clinical trial expenses related to nelitolimod [235]. - Sales and marketing expenses increased by $2.5 million, or 71.9%, for the three months ended June 30, 2024, mainly due to higher payroll and travel expenses [224]. - Sales and marketing expenses increased by $6.0 million, or 88.3%, driven by higher payroll and travel expenses of $5.5 million due to increased headcount [236]. - General and administrative expenses decreased by $0.9 million, or 19.2%, for the three months ended June 30, 2024, due to prior period legal and consulting expenses not repeated this year [225]. - General and administrative expenses increased by $0.1 million, or 1.3%, due to headcount-related expenses, largely offset by a decrease in professional services costs [237]. Financing Activities - The company raised $6.7 million by selling 750,000 shares of common stock under the SEPA during the six months ended June 30, 2024 [188]. - Net cash provided by financing activities was $29.1 million for the six months ended June 30, 2024, consisting of $6.7 million from the sale of common stock and $22.4 million from the OrbiMed Credit Agreement [253]. - A credit agreement with OrbiMed provides up to $50 million in senior secured term debt, with an initial commitment of $25 million available on April 30, 2024 [189]. - The company issued warrants to OrbiMed for 130,805 shares of common stock at an exercise price of $9.5562 as part of the credit agreement [192]. Clinical and Product Development - The TriNav Infusion System received a permanent New Technology HCPCS code effective January 1, 2024, allowing for reimbursement by hospital outpatient departments and ambulatory surgical centers [183]. - The company is in Phase 1 human trials for nelitolimod, which aims to enhance treatment effectiveness for liver and pancreatic cancers when delivered via TriNav [190]. - The DELIVER program is set to evaluate the TriNav system across complex patient populations, aiming to validate previous clinical studies [198]. - The company plans to launch the "PROTECT" clinical study to compare the advantages of the TriNav system against conventional surgical methods [199]. Market and Risk Information - The company expects to require substantial additional funding to support ongoing operations and commercialization efforts for its products [255]. - No off-balance sheet financing arrangements or relationships with unconsolidated entities were reported during the periods presented [263]. - There have been no significant changes in critical accounting policies during the six months ended June 30, 2024, compared to the previous year [264]. - The company is classified as a smaller reporting company and is not required to provide certain market risk information [266]. Other Financial Metrics - Interest income increased by $0.1 million, or 169.4%, for the three months ended June 30, 2024, attributed to additional interest from short-term money market funds [226]. - Interest income increased by $0.1 million, or 166.2%, due to additional interest from investments in short-term money market funds [238]. - Interest expense increased by $0.9 million for the three months ended June 30, 2024, due to interest incurred on the OrbiMed loan [227]. - The change in fair value of SEPA, warrant, and revenue base redemption liabilities resulted in a loss of $9.0 million for the three months ended June 30, 2024, compared to a gain of $1.1 million in the same period of 2023 [229]. - The change in fair value of contingent earnout liability resulted in a gain of $13.7 million for the three months ended June 30, 2024, with no contingent earnout liability in the prior year [230].

Financial Performance - TriSalus Life Sciences, Inc. reported a revenue of $3.1 million from the sale of 350,000 shares of common stock under the SEPA during the three months ended March 31, 2024[143]. - Revenue for the three months ended March 31, 2024, increased by $3.5 million or 116.4% compared to the same period in 2023, primarily due to higher units of TriNav sold[165]. - Cost of goods sold rose by $0.3 million or 46.7% for the three months ended March 31, 2024, driven by increased production volumes[166]. - Gross profit increased by $3.2 million or 136.3%, with gross margin improving to 85.0% from 77.8% due to enhanced manufacturing efficiencies[167]. - The company incurred a net loss of $13.2 million for the three months ended March 31, 2024, compared to a net loss of $8.3 million in the same period of 2023[176]. - Net cash used in operating activities was $10.9 million for the three months ended March 31, 2024, compared to $10.5 million in the same period of 2023[180]. Research and Development - The company anticipates submitting a New Drug Approval (NDA) request for nelitolimod to the FDA no sooner than 2025, with potential commercial sales beginning in 2027[139]. - TriSalus is currently in Phase 1 human trials for nelitolimod, which aims to treat hepatocellular cancer and pancreatic cancer[145]. - The company expects R&D expenses to increase significantly as it advances nelitolimod through clinical development[155]. - Research and development expenses increased by $0.2 million or 3.8%, mainly due to higher headcount-related expenses[168]. Sales and Marketing - Sales and marketing expenses surged by $3.4 million or 105.8%, attributed to increased payroll and travel expenses for sales personnel[170]. - The company expects to incur significant expenses related to TriNav, including sales and marketing expenses and production capacity expansion to support anticipated sales growth[187]. Financing and Capital Requirements - The company raised $3.6 million from the sale of 400,000 shares of common stock under the SEPA in April 2024[143]. - The company expects to require substantial additional funding to support ongoing operations and development efforts, particularly for its lead product candidate nelitolimod[184]. - Future capital requirements will depend on the success of TriNav's commercialization, including patient and physician adoption and reimbursement adequacy[187]. - The company plans to finance cash needs through securities offerings, debt financings, collaborations, and licensing arrangements, which may dilute existing ownership interests[188]. - The company has lease obligations totaling $1.6 million as of March 31, 2024, reflecting minimum commitments for administrative and production facilities[193]. - As of March 31, 2024, the company has paid Dynavax $12 million and may owe up to an additional $158 million upon achieving certain development and regulatory milestones for nelitolimod[194]. - The company may also need to pay up to $80 million upon achieving certain commercial milestones once sales of nelitolimod begin[194]. Credit and Debt - TriSalus has a Credit Agreement providing for up to $50.0 million in senior secured term debt, with an initial commitment amount of $25.0 million borrowed on April 30, 2024[145][146]. - The company is subject to affirmative and restrictive covenants under the Credit Agreement, limiting its ability to incur additional debt or make capital expenditures[188]. Operational Changes - The company has terminated arrangements with distributors for product sales in geographic markets where it does not have a sales presence as of December 31, 2022[150]. - There have been no significant changes in critical accounting policies during the three months ended March 31, 2024, compared to the previous year[196]. Going Concern - There is substantial doubt regarding the company's ability to continue as a going concern as of March 31, 2024[192]. - The company has no off-balance sheet financing arrangements or relationships with unconsolidated entities[195]. Regulatory and Compliance - The TriNav Infusion System received a permanent New Technology HCPCS code effective January 1, 2024, which may enhance reimbursement opportunities[138].

Financial Performance - TriNav achieved $18.5 million in revenue in 2023, with fourth quarter growth of 77% compared to the previous year[29]. - TriNav is expected to increase the addressable market by approximately 25%, translating to an opportunity of 47,500 units or about $368 million based on current pricing[52]. - TriNav received a unique and permanent HCPCS code (C9797) with a payment rate of $16,724.70 for calendar year 2024, enhancing reimbursement options[55]. Product Development and Clinical Trials - The PRVI device for pancreatic tumors is currently in clinical trials, with commercialization not anticipated before 2025[29]. - The company is advancing its Pancreatic Retrograde Venous Infusion Device (PRVI), currently in Phase 1 clinical trials for locally advanced pancreatic cancer[77]. - The Phase 1 PERIO studies are testing the nelitolimod/PEDD therapeutic platform in indications such as locally advanced pancreatic carcinoma and uveal melanoma with liver metastases[90]. - The company has initiated three Phase 1/1b studies focused on enhancing immunotherapy responses in liver and pancreatic tumors using nelitolimod[90]. - The company anticipates reporting full Phase 1 experience in the second half of 2024, with Phase 1b enrollment beginning if data remains supportive[120]. - The company is studying the PRVI device in combination with nelitolimod in the PERIO-03 trial, which has received 510(k) clearance[186]. Market Opportunity and Patient Demographics - The incidence of primary liver tumors is over 41,000 cases annually in the U.S., with an additional 96,000 individuals diagnosed with liver metastases[48]. - Approximately 40% of liver cancer patients are eligible for TACE or TARE procedures, representing a potential market opportunity of approximately 37,000 units, or $286 million[49]. - Approximately 137,000 new cases of liver cancers and over 60,000 cases of pancreatic cancer are diagnosed annually in the U.S., with more than 80,000 potentially addressable through the nelitolimod/PEDD platform[106]. - The five-year survival rate for pancreatic ductal adenocarcinoma (PDAC) is only 13%, highlighting the high unmet medical need in this area[108]. Technology and Innovation - The unique SmartValve on the PEDD device preserves more than 70% of forward blood flow, enhancing therapeutic delivery[37]. - PEDD has demonstrated a median increase of 24% in the tumor-to-normal liver ratio (T/N ratio) and a median increase of 23% in tumor dose delivery compared to standard catheters[45]. - The proprietary PEDD technology addresses the limitations of current cancer immunotherapy approaches by overcoming intra-tumoral pressure barriers, enabling effective therapeutic delivery[102]. - The SmartValve technology in TriNav allows for greater therapeutic delivery to tumors while minimizing exposure to healthy tissue[53]. - TriNav's competitive advantage lies in its ability to modulate pressure and flow, unlike standard microcatheters, which lack clinical evidence for improved therapeutic delivery[70]. Regulatory and Compliance - The company plans to seek FDA approval for nelitolimod through a 505(b)(1) regulatory pathway, which requires data demonstrating its contribution to the efficacy of the therapeutic regimen[185]. - The FDA's goal for a non-priority review of an NDA is ten months, but this can be extended by requests for additional information[190]. - The FDA may require a Risk Evaluation and Mitigation Strategy (REMS) to ensure that the benefits of a new product outweigh its risks prior to approval[189]. - The company is subject to various healthcare laws and regulations, which may impose significant penalties if non-compliance is determined[221]. - The company is required to report annually to CMS information related to payments and transfers of value to healthcare professionals under the Physician Payments Sunshine Act[223]. Collaborations and Partnerships - The collaboration with MD Anderson Cancer Center includes a $10 million funding agreement for preclinical and clinical studies, with $6 million already paid[129]. - The company is exploring collaborations with therapeutic partners to enhance the uptake of various therapeutics using the PEDD approach[86]. - Collaboration with Hangzhou for PEDD combination therapies includes a milestone payment of $2.5 million for each therapy receiving regulatory approval[146]. Manufacturing and Operations - Manufacturing of TriNav is conducted in Westminster, Colorado, with adequate capacity for future demands[141]. - The principal office is located in Westminster, Colorado, leasing approximately 21,000 square feet of office, manufacturing, and warehouse space, with the lease expiring on December 31, 2026[223]. - The company has approximately 112 full-time employees, including 10 with Ph.D. or M.D. degrees, as of March 5, 2024[225]. Employee Relations and Corporate Governance - The company has not experienced any material work stoppages and maintains a good relationship with its employees[225]. - The company actively engages with managers to collect feedback on improving the working environment[225]. - The company may need to negotiate new leases or evaluate additional space for operations in the future[224].

Business Combination and Financing - TriSalus Life Sciences, Inc. reported a Business Combination with MedTech Acquisition Corporation, resulting in an aggregate consideration of $220.0 million, payable in 22,000,000 shares of common stock [171]. - In October 2022, TriSalus raised approximately $9.8 million through the sale of 706,243 shares of Series B-2 preferred stock at a price of $14.16 per share [174]. - The company completed a portion of the second tranche of the B-2 Preferred Stock Financing in March 2023, raising approximately $2.9 million [177]. - In June 2023, TriSalus raised approximately $3.7 million through the sale of 257,779 shares of Series B-2 preferred stock [179]. - A warrant repurchase program was approved in August 2023, authorizing up to $4.0 million for repurchases of Public Warrants [181]. - On October 2, 2023, TriSalus entered into a Standby Equity Purchase Agreement with Yorkville, allowing the company to sell up to $30.0 million of common stock during the commitment period [183]. - The company entered into the Yorkville Purchase Agreement in October 2023, allowing it to sell up to $30.0 million of shares of Common Stock [246]. Revenue and Profitability - Revenue for the three months ended September 30, 2023, increased by $1.3 million or 32.4% compared to the same period in 2022, primarily due to a $1.1 million increase in units of TriNav sold [203]. - Gross profit for the three months ended September 30, 2023, increased by $1.4 million or 42.9%, with gross margin rising to 88.7% from 82.1% [205]. - Revenue increased by $3.6 million, or 39.4%, for the nine months ended September 30, 2023, compared to the same period in 2022, primarily due to higher sales volume of TriNav [213]. - Gross profit increased by $3.0 million, or 39.3%, for the nine months ended September 30, 2023, while gross margin slightly decreased from 84.3% to 84.2% [215]. Expenses and Losses - R&D expenses increased by $4.6 million or 94.8% for the three months ended September 30, 2023, driven by costs associated with three clinical trials of drug candidate SD-101 [206]. - Sales and marketing expenses rose by $1.7 million or 54.8% for the three months ended September 30, 2023, primarily due to increased payroll and travel expenses [208]. - General and administrative expenses increased by $5.5 million or 158.2% for the three months ended September 30, 2023, mainly due to higher professional services costs related to the Business Combination [209]. - R&D expenses rose by $6.8 million, or 44.9%, for the nine months ended September 30, 2023, mainly due to increased spending on clinical trials and manufacturing development [216]. - General and administrative expenses surged by $9.1 million, or 107.7%, for the nine months ended September 30, 2023, largely due to higher professional service fees and increased payroll expenses [220]. - The company incurred net losses of $23.5 million for the nine months ended September 30, 2023, and has substantial doubt about its ability to continue as a going concern [226][227]. Cash Flow and Liquidity - Net cash used in operating activities was $41.2 million for the nine months ended September 30, 2023, compared to $24.0 million for the same period in 2022 [232]. - Net cash provided by financing activities was $54.6 million for the nine months ended September 30, 2023, primarily from merger proceeds and preferred stock issuance [239]. - The company had cash and cash equivalents of approximately $21.4 million as of September 30, 2023, which may not be sufficient to fund projected liquidity requirements for the next 12 months [228]. - As of September 30, 2023, the company had approximately $21.4 million in cash and cash equivalents, which is insufficient to fund projected liquidity requirements for the next 12 months [246]. - The company anticipates requiring additional capital in the near term to continue operations, which may not be available on favorable terms [246]. - The company may need to delay or curtail operations if it cannot raise sufficient capital [247]. Research and Development - The company has initiated Phase 1 human trials for SD-101, which aims to treat liver and pancreatic cancers, with no guarantee of favorable data or FDA approval [175]. - Approximately 12% of the company's R&D costs are headcount-related, with the remainder being external services [262]. - The company expects to incur significant expenses related to the commercialization of TriNav, including manufacturing, distribution, marketing, and sales costs [243]. - The company has paid Dynavax $12 million as of September 30, 2023, and may owe up to an additional $158 million upon achieving certain development and regulatory milestones for SD-101 [250]. Accounting and Compliance - The company recognizes revenue from TriNav shipments when control of the units has been transferred to the customer, following ASC 606 guidelines [253]. - The company faces substantial doubt regarding its ability to continue as a going concern as of September 30, 2023 [248]. - The company will remain an emerging growth company until the earlier of December 31, 2025, or achieving total annual gross revenue of at least $1.235 billion [270]. - The market value of the company's common equity held by non-affiliates must exceed $700 million to be deemed a "large accelerated filer" under SEC rules [270]. - The company has elected to take advantage of the extended transition period under the JOBS Act, which may affect comparability with other public companies [269]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures [272]. - Recent accounting pronouncements and their potential impact on financial condition and results of operations are detailed in the quarterly report [271].

Financial Performance - The company reported a net loss of $995,039 for the three months ended June 30, 2023, with general and administrative expenses of $1,429,989[159]. - For the six months ended June 30, 2023, the company had a net loss of $1,443,136, with general and administrative expenses totaling $2,273,335[160]. - Cash used in operating activities for the six months ended June 30, 2023 was $1,012,320[165]. - The Company incurred $30,000 in fees for office space and administrative support for the three months ended June 30, 2023, consistent with the previous year[178]. Trust Account and Investments - As of June 30, 2023, the company had investments held in the trust account amounting to $12,076,340[167]. - The company intends to use substantially all funds held in the trust account to complete its business combination[168]. - The company had cash of $103,975 available as of June 30, 2023, along with $370,778 available to be drawn on the 2022 Promissory Note III[169]. Business Combination Plans - The company plans to consummate the TriSalus Business Combination during the third quarter of 2023[169]. - The TriSalus Business Combination is subject to certain closing conditions, and the company will be renamed "TriSalus Life Sciences, Inc." upon completion[154]. - Management has until September 22, 2023, to consummate an initial business combination, or face mandatory liquidation[176]. Debt and Liabilities - As of June 30, 2023, the outstanding balance under the 2021 Promissory Note was $544,000, and it is non-interest bearing, maturing upon the closing of the initial business combination[170]. - The 2022 Promissory Note I had an outstanding balance of $400,000 as of June 30, 2023, also non-interest bearing and maturing upon the closing of the initial business combination[171]. - The 2022 Convertible Promissory Note had an outstanding balance of $1,500,000 as of June 30, 2023, with the option for the Sponsor to convert it into warrants at $1.50 per warrant[173]. - The First Extension Note had an outstanding balance of $234,411 as of June 30, 2023, and is repayable upon the consummation of an initial business combination[174]. - As of June 30, 2023, there were $300,000 included in accounts payable and accrued expenses[179]. - The underwriters of the Initial Public Offering are entitled to a deferred fee of $8,750,000, payable only upon the completion of an initial business combination[180]. Economic Factors - Various economic factors, including inflation and geopolitical instability, may adversely affect the Company's ability to complete an initial business combination[189]. IPO and Share Issuance - The company generated gross proceeds of $250,000,000 from its Initial Public Offering, with $14,161,525 incurred in related costs[163][164]. - The company entered into subscription agreements for the purchase of 4,015,002 shares of Series A Convertible Preferred Stock at a total purchase price of $40,150,020[156]. Off-Balance Sheet Financing - The Company has no off-balance sheet financing arrangements as of June 30, 2023[177].

Financial Performance - The company reported a net loss of $448,097 for the three months ended March 31, 2023, compared to a net income of $2,836,725 for the same period in 2022[150][151]. - Cash used in operating activities for the three months ended March 31, 2023, was $698,415, compared to $425,954 for the same period in 2022[154][155]. - General and administrative expenses for the three months ended March 31, 2023, were $843,346[150]. - The company has not generated any operating revenues to date and does not expect to do so until after completing its initial business combination[149]. Investments and Financial Position - As of March 31, 2023, the company had investments held in the trust account amounting to $20,219,328, with no withdrawals made from the interest income during the period[156]. - Interest earned on marketable securities held in the trust account was $157,033 for the three months ended March 31, 2023[150]. - The company has outstanding promissory notes totaling $2,564,222 as of March 31, 2023, related to funding from the Sponsor[159][161][164]. - As of March 31, 2023, the company has no off-balance sheet financing arrangements or long-term debt obligations[166]. Initial Public Offering and Business Combination - The company generated gross proceeds of $250,000,000 from its Initial Public Offering, with $14,161,525 incurred in related costs[152][153]. - The total deferred fee to underwriters from the Initial Public Offering amounts to $8,750,000, contingent upon the completion of an initial business combination[170]. - The TriSalus Business Combination is expected to rename the company to "TriSalus Life Sciences, Inc." upon completion[145]. - The company has until June 22, 2023, to consummate an initial business combination, or it will face mandatory liquidation[165]. Legal and Administrative Costs - Legal fees of $508,525 and investment advisory fees of $400,000 were incurred but are no longer due following the termination of the Memic Business Combination Agreement[172]. - The company incurred $30,000 in fees for office space and administrative support for both the three months ended March 31, 2023, and March 31, 2022[168]. Accounting and Reporting - The company evaluates its financial instruments, including warrants, and classifies them as liabilities at fair value, subject to re-measurement at each reporting period[176]. - Class A common stock subject to possible redemption is classified as temporary equity due to certain redemption rights outside the company's control[177]. - The company has two classes of common stock, with income and losses shared pro rata between Class A and Class B common stock[178]. - Management does not anticipate that recently issued accounting standards will materially affect the company's financial statements[180]. Risks and Market Conditions - Various factors, including economic downturns and geopolitical instability, may adversely affect the company's results of operations and ability to complete an initial business combination[181]. - The company is classified as a smaller reporting company and is not required to provide extensive market risk disclosures[182].

IPO and Fundraising - The company completed its initial public offering on December 22, 2020, raising gross proceeds of $250 million from the sale of 25 million units at $10.00 per unit[21]. - A private sale of 4,933,333 warrants generated an additional $7.4 million, bringing total proceeds to $257.4 million, which were placed in a trust account[22]. - The company has approximately $19,827,884 available for an initial business combination as of December 31, 2022, providing options for liquidity events, capital for growth, or debt reduction[76]. - The company plans to use substantially all funds in the trust account to complete its business combination and for working capital[181]. - The underwriters of the initial public offering are entitled to a deferred fee of $8,750,000, which will be payable only if the company completes an initial business combination[192]. Business Combination and Agreements - The company extended its business combination deadline from December 22, 2022, to June 22, 2023, with approximately $232.37 million redeemed by stockholders, leaving about $19.70 million in the trust account[23]. - The TriSalus business combination agreement was entered into on November 11, 2022, with an aggregate consideration of $220 million payable in shares of common stock valued at $10.00 per share[29]. - The closing of the TriSalus business combination is contingent upon having at least $60 million in available cash, which includes proceeds from private equity or debt sources[34]. - The company must have $5 million or more in net tangible assets at the closing of the TriSalus business combination[34]. - The TriSalus business combination is subject to stockholder approval and Nasdaq listing approval for the common stock to be issued[34]. Management and Strategy - The Company aims to complete its initial business combination with a medical technology company that meets specific acquisition criteria, including innovative surgical interventions and a clear path to commercialization[50]. - The company’s management team has extensive experience in sourcing and financing healthcare businesses, which is critical for identifying suitable acquisition targets[49]. - The management team has developed a broad network of contacts and corporate relationships, enhancing the potential for identifying business combination targets[68]. - The company is targeting businesses with enterprise values greater than what can be acquired with the net proceeds from the initial public offering and private placement warrants[79]. - The company may seek to recruit additional managers to enhance the incumbent management of the target business post-combination[96]. Financial Performance and Projections - For the year ended December 31, 2022, the company reported a net income of $5,539,079, driven by a change in fair value of warrant liabilities of $5,837,332 and interest income of $3,018,726[174]. - Cash used in operating activities for the year ended December 31, 2022 was $2,736,994, with net income affected by a change in fair value of warrant liabilities[178]. - The company incurred $14,161,525 in initial public offering related costs, including $5,000,000 in underwriting fees[177]. - The company expects to incur significant costs in pursuing its acquisition plans, with no assurance of successful completion of an initial business combination[168]. - The company has not paid any cash dividends to date and does not intend to do so prior to completing its initial business combination[160]. Risks and Challenges - The company may face challenges in completing its initial business combination due to potential conflicts of interest among officers and directors[148]. - The company is subject to competition from other entities with similar business objectives, which may limit its ability to acquire larger target businesses[140]. - Claims against the trust account could arise from vendors or prospective target businesses, but the company seeks waivers to limit these claims[137]. - The company may be impacted by recent increases in inflation and interest rates, which could complicate the completion of its initial business combination[149]. - Various factors, including economic downturns and geopolitical instability, may adversely affect the company's results of operations[204]. Regulatory and Compliance - The company is subject to the Sarbanes-Oxley Act, requiring evaluation of internal control procedures for the fiscal year ended December 31, 2022[147]. - Management assessed the effectiveness of internal controls over financial reporting as of December 31, 2022, and determined they were effective[213]. - There were no changes to internal control over financial reporting during the fiscal year ended December 31, 2022, that materially affected internal controls[215]. - The company has filed a Registration Statement on Form 8-A with the SEC, making it subject to the rules and regulations under the Exchange Act[145]. - The company is classified as an emerging growth company until it meets certain criteria, including total annual gross revenue of at least $1.235 billion or a market value of Class A common stock exceeding $700 million[146].